Aegon Ltd. (AGN) Earnings Call Transcript & Summary

Good afternoon. On behalf of Aegon's Executive Board and Supervisory Board, I welcome you to Aegon's Extraordinary General Meeting of Shareholders, in which we ask you to approve the proposed transaction to combine the business of Aegon the Netherlands with a.s.r. This meeting will be chaired in English. Simultaneous translation to Dutch is offered. For those of you who attend the meeting in person, headphones for the simultaneous translations were offered when you entered the meeting room and are still available on a table outside this room. For Dutch, please choose Channel 1. For English, please choose Channel 2. If you prefer, you can ask your questions in Dutch. They will be simultaneously translated into English, and I have my headphones here, and answered in English. I hereby open the meeting. We are very pleased to have some of our shareholders in person in the room here in the Hague. At the same time, we are offering shareholders who prefer to participate virtually the opportunity to participate in an efficient manner through a webcast. Shareholders who are participating virtually do have the opportunity to vote and ask questions in real time during the meeting. To accommodate live voting, and keeping in mind the short delay of the webcast, the voting is now open and will remain open until after Agenda Item 2. Our shareholders have also been able to cast their votes prior to the meeting, either by granting a proxy or by using the e-voting system. After the presentation by our CEO, Lard Friese, we will address the questions from our shareholders. Since no questions have been submitted prior to this meeting, we will first invite shareholders to present here in person to ask their questions. You can do so by using one of the microphones in the corridors. Thereafter, we will address the questions submitted by shareholders participating virtually who can ask their questions through the chat function. As this function is open throughout the meeting, I mandated our Head of Investor Relations, Jan Willem Weidema, to moderate the questions that will be submitted via the chat. To give all of our shareholders the opportunity to ask questions, I would like to ask you to limit your number of questions or comments to 3 at any one time. Questions that cannot be answered during the meeting will be answered afterwards. These questions and responses will be added to the minutes. We believe that this approach will ensure a constructive dialogue with all our shareholders, whether they participate in the meeting in person or in a virtual manner. Present here today with me on stage are the members of the Executive Board, Lard Friese, our CEO; and Matt Rider, the CFO. Also seated with me on stage is Bieke Debruvne, our Company Secretary. Furthermore, we have Reinier Kleipool, civil law notary of De Brauw Blackstone Westbroek, is present here in the room in the Hague. My fellow Supervisory Board members attend the meeting virtually through a virtual video connection. On the front row, in the room following -- the following members of the Management Board is seated Allegra van Hövell-Patrizi, Elisabetta Caldera, Astrid Jakel, Onno van Klinken and Bas NieuweWeme. The other management board members will follow the EGM through the live webcast. Please allow me to make some further general announcements. For those of you who are present here in person, please note that audio or visual recordings are not allowed throughout the building. If you would like to speak, please go to the nearest microphone, wait until you're given the opportunity to speak and clearly state your name for the minutes. In case you have chosen to use your own mobile device to exercise your voting rights during the meeting, you can use the link to the Lumi webpage. Alternatively, you can use the voting device that you have obtained at the registration desk. I will briefly explain this voting process in a moment. Upon registration, you have received a voting card. This voting card will only be used if the voting webpage does not work due to technical failure. For those shareholders participating in a virtual manner, you should have been registered through the e-voting portal prior to the start of the meeting and have been directed automatically to the Lumi environment, in which you can vote and submit questions through the chat. Then I establish the following. This meeting was convened in time in accordance with required formalities by placing the notice and agenda and shareholder circular on Aegon's corporate website on November 24, 2022. The EGM documentation has also been made available for the inspection at Aegon's head office in the Hague. The attendance list of this meeting is currently being drawn up. We will come back to this later. The minutes of today's meetings will be kept in English by the Company Secretary. The draft minutes of this meeting will be available for comments on the website for the 3 months as of April 17, 2023. I wish you all a good and interesting meeting. Before we go to Agenda Item 2, I will briefly explain the voting process. Here, you can see how you can vote live via the app. The voting app displays the following options: for, against, withheld. After having voted, the display will show your vote. If you want to change your vote, you can do so until the voting is closed. For the shareholders in the room, you have questions about your voting app, please raise your hand and someone will assist you. The voting is already open and will remain open until the item -- Agenda Item 2 has been discussed. We will now move to Agenda Item 2, the approval of the proposed transaction. Lard Friese, Aegon's CEO, will give a presentation on the rationale of the transaction to ensure our shareholders are adequately informed of the facts and circumstances relevant to vote on the proposed transaction. After his presentation, we will address your questions. Lard, the floor is yours.

Thank you, Bill. And good afternoon, everyone. Thank you all for joining us today. On October 27, 2022, we announced the agreement to combine our Dutch pension, life, non-life insurance, banking and mortgage origination activities with a.s.r. Upon completion of the transaction, we will receive a 29.99% stake in a.s.r. and EUR 2.2 billion in cash. This is a strategically and financially compelling transaction. By combining our Dutch business with a.s.r., we will create a leading Dutch insurance company that will be well placed to serve its current and future customers. The transaction is a catalyst that accelerates our strategy to release capital from our mature businesses and reinvested in markets where we are well positioned for growth. And we believe that the transaction will create value for our shareholders and all other stakeholders. We will benefit from substantial synergies through our stake in ASR, and we intend to use the majority of the cash proceeds to return capital to stockholders. In aggregate, we expect this to result in accretion of our free cash flow per share over time. Now at our Capital Markets Day in December 2020, we outlined how we wanted to transform Aegon in order to change our performance trajectory and achieve better results. Since then, we have increased the speed of decision-making, and we have delivered on our commitments. The improvements that we have made in our performance, together with the transaction with ASR, allow us to increase our payout ratio and rebase the targeted dividend per share over 2023 from around EUR 0.25 to around EUR 0.30. The rationale to combine our Dutch activities with a.s.r. is compelling. Combining our companies will benefit all stakeholders. Both Aegon and a.s.r. are deeply rooted in Dutch society and share a long and rich history. Customers and distribution partners of both companies will benefit from a competitive product offering and improved service levels. Employees of the combination will benefit from greater long-term career opportunities within a much larger and more diversified Dutch company. Also, the combination will be well positioned to further extend its role in the Dutch insurance market in the field of sustainability and ESG, and contribute to finding solutions to the main challenges society faces that have a clear relationship with the core activities of the new combination. This new combination will be the #2 insurance company in the Netherlands, with significant scale across different segments. It will have a leading position in the Dutch pension market. The combination is well placed to capture opportunities from the upcoming pension reform, leveraging the expertise of Aegon the Netherlands. Combining the 2 companies will result in a strong player in the nonlife space, with leading positions in both the disability and property and casualty segments. This underscores that this is a highly complementary transaction. As this is an in-market consolidation, we expect significant revenue, cost and capital synergies. Combining our businesses will lead to enhanced scale in the origination and servicing of Dutch mortgages and stronger distribution activities. And what is more, the integration of the 2 closed individual life portfolios onto 1 platform will enable these books to be run more efficiently. Finally, Aegon will bring to a.s.r. significant risk management capabilities and accelerate the implementation of a partial internal model for the combination, allowing for further capital synergies, reducing the amount of invested capital for a.s.r. As part of the transaction, we have entered into a long-term asset management contract with a.s.r. Aegon Asset Management will manage illiquid assets that are part of the combination's general account, the investments of Aegon Capital, our premium pension institution, and a.s.r.'s mortgage funds. This agreement is earnings accretive for Aegon Asset Management, and strengthens our position as a provider of fiduciary services, retirement, multi-asset and solutions, fixed income and responsible investing. Upon closing of the transaction, we will become a large minority shareholder in ASR with almost 30% of the shares. The strategic shareholding in ASR enables us to participate in the benefits that the combination will bring. I'm allergic and I'm afraid that these flowers are not helping -- in addition the proceeds amount to EUR 2.2 billion. Given our significant interest in the combination, we have agreed with a.s.r. on certain governance rights. We have the right to nominate two candidates for a.s.r. supervisory board, one independent and one non-independent member. And I'm pleased that this morning, ASR's shareholders approved my appointment as a non-independent member of their Supervisory Board, with an affirmative vote on certain topics, reflecting the size of Aegon's shareholding. Danielle Jansen Heijtmajer, who currently is the Chair of Aegon The Netherlands Supervisory Board, has been appointed as independent Board member. Let me now tell you how we plan to deploy the EUR 2 billion of cash proceeds. Our intention is to return EUR 1.5 billion of capital to stockholders. We will maintain a strong balance sheet and plan to use up to EUR 700 million to reduce our leverage. Post the transaction, capital return and deleveraging, we expect cash capital at the holding to be around the top end of our operating range of EUR 0.5 billion to EUR 1.5 billion. In the near term, we expect to maintain the cash capital at the holding in the upper half of the operating range. This will allow us to fund management actions to further improve our risk return profile as well as initiatives to drive additional sales growth with a focus on Transamerica, our business in the United States. We will remain disciplined in our management of capital, and any surplus cash that is not used for value-added growth opportunities, that will be returned to shareholders over time. And this slide illustrates the impact of the transaction and the use of proceeds on our free cash flow per share. And as you can see from the slides, we will replace the full ownership of our Dutch business with our strategic stake in ASR upon completion of the transaction. This will result in a lower level of free cash flow. We plan to offset this by reducing our share count. So our free cash flow per share is expected to benefit over time from an increase in dividends from ASR as synergies from the combination will emerge. In addition, our funding costs will decrease as we reduce our gross financial leverage. Hence, our free cash flow per share will ultimately reflect the synergy value that is being created in the transaction. Furthermore, we expect the level of free cash flow will continue to comfortably cover our dividend commitments. Ladies and gentlemen, we have been delivering on our commitment to provide attractive capital distributions to our shareholders in the form of sustainable dividends and return of surplus capital. Since the Capital Markets Day in 2020, we have paid or announced EUR 2.5 billion in capital distributions to shareholders, or 39% of our market cap at that time. This includes the EUR 1.5 billion capital return that we have announced on October 27, as well as the payment of a steadily-increasing dividend since the end of 2020. The progress that we have made so far on transforming Aegon into a high-performing company provides us with confidence to increase our payout ratio and raise the targeted dividend by EUR 0.05 to around EUR 0.30 per share over 2023. I also want to briefly touch on some of the IFRS impacts from this transaction. As previously announced, we expect the transaction to lead to a book loss between the difference -- being the difference between the proceeds of the transaction and the accounting value of Aegon The Netherlands. We will record the majority thereof in the fourth quarter 2022 results, which will be published, I think, a couple of weeks from now, in February. This is the result of the reduction of the carrying amount of noncurrent financial assets related to the transaction in accordance with the applicable accounting rules. Now to be clear, this does not impact our solvency ratios and does not impact our ability to pay targeted dividends. This slide shows our delivery on the commitments that we have made to our stockholders. In less than 2 years, we have materially improved the performance trajectory of this company. We have done so by sharpening our strategic focus, by executing relentlessly on our operational improvement plan, by releasing capital from financial assets, by actively managing our risk and capital positions, and by investing capital in growth and growth opportunities. But more work needs to be done to sustainably grow our business and become a leader in our chosen markets. The transaction with a.s.r. is a pivotal step in this respect because not only does it create a leading Dutch insurance company, but it also brings increased focus and resources to better position the company overall for future growth. We will update you on our growth plans at the Capital Markets Day that we will hold in the second quarter of this year 2023. The closing of the transaction that is before you today is subject to customary conditions, including regulatory and antitrust approvals. We are pleased that the works council consultation processes of both Aegon and a.s.r. have been completed. We are also engaging with our college of supervisors consisting of the regulators of our various subsidiaries on the implications that the transaction may have for our group supervision. Regardless of the outcome of this engagement, we intend to maintain our head office in the Netherlands. Ladies and gentlemen, before taking your questions, I will wrap up. This transaction provides unique benefits to all our stakeholders. Customers, business partners, employees and stockholders will benefit from the creation of a leader in the Dutch insurance market. We are excited about this transaction. Not only does it create value for our shareholders, it also strengthens our conviction in achieving our ambition to become a leader in our chosen markets outside of the Netherlands. As a final note, I want to share my appreciation for the hard work and dedication of all colleagues to support our customers' needs, specifically our employees who are affected by the transaction with a.s.r., and who continue to work tirelessly to improve our performance despite the uncertainty that the transaction brings for them personally. It is thanks to the efforts of our employees that we are able to continue to improve our performance and to accelerate our strategy. Thank you. Bill, back to you.

Thank you, Lard. Before addressing the questions, please note that I want to give an update in terms of the attendance. In this meeting, there are 21 shareholders present. They represent together with the shareholders who have voted through e-voting and by a proxy voting, a total of 1,396,778,399 votes. This number represents 70.69% of the voting shares and of the issued and outstanding capital as of registration date for this meeting. We will now address your questions. I would like to ask shareholders who are participating virtually and who would like to ask live questions through the chat to enter those questions now so we can address them immediately after having answered the questions from the shareholders here in the room. If feasible, please be so kind as to ask your questions in English. However, questions can be asked in Dutch and will be simultaneously translated into English. We will now address the questions from the shareholders in the room. May I invite those of you who wish to speak to go to the nearest microphone. I already see a gentleman ready. Please be so kind as to clearly state your name for the minutes. To ensure we have an orderly discussion, please be so kind to restrict your questions to the subject on the agenda. Who would like to start and have a gentleman at number one, please, sir?

Thank you, Mr. President, I am [indiscernible] today you would expect [indiscernible]. I represent the foundation of legal protection for investors. I'll be asking my question in Dutch. Otherwise, I will run into problems with my constituents. First, let me congratulate you on the transaction. We believe it's a fine transaction. But then we think a bit further down the line because quite a bit -- there's quite a bit of nice income and quite a few shares that could be sold. So we're curious about what you plan to do with the income in the bank. And we believe that you would like to achieve the best possible return. So we understand that in the Netherlands, you'll keep the Aegon branch open. Will you be investing in Transamerica? And will Aegon be renamed to Transamerica? We understand that you'll be keeping the asset manager and -- what about the head office? Do you plan to move something to Cedar Rapids and the [indiscernible] concentration, we'd like to know what lies ahead there, too? And what measure do you think you'll be able to gain something there? As for remuneration of the Board, will that continue to be based on Dutch standards? Or will U.S. standards be introduced? As for reporting, will that remain in euros, or will that be converted into U.S. dollars? And what about the -- what will the future be of the dividend? Will that remain in euros? Or will that also switch to U.S. dollars? And by now, we understand that your English branch will remain as is. Do you intend -- have you shelved the plans to divest this branch? Do you wish to retain this operation? And let's see, other questions. You expect to grow the cash flow through increased dividend from your holding in a.s.r. Are you counting our chickens before they hatch? And in what measure will this deal strengthen debt deleveraging? And the entire package of shares has been floated on the market for about 6 months. Perhaps this will impact the a.s.r. share price, how do you expect to avert this? Those were our questions at this time, Mr. Chairman. Thank you.

So we'll take them in a bit of order. Lard, would you like to first address those? Maybe on the currency, that's something we could pass the CFO, and I'll address the 1 on board remuneration.

Yes. So Mr. David said. Thank you very much for your questions, 9 questions in total. And Matt, I hope you were able to catch some of them. So I will allocate some, if you don't mind, Mr. Chairman, to you. First of all, what are we going to do with the money?

Yes, right? A big problem.

I would say it's a great opportunity. So first of all, we are receiving roughly EUR 2.2 billion in cash, and we're going to get 29.99% stock in a.s.r. We have disclosed that we will buy back the number of shares that Aegon has in the market, and we're going to spend $1.5 billion on that -- to reduce the number of shares that Aegon has in the market. Secondly, we have announced that over time, we want to delever the group debt structure up to EUR 700 million. Now, we have also financial flexibility in the cash buffer at the holding company. We hold a cash buffer at the holding company that we, in general, keep between EUR 0.5 billion and EUR 1.5 billion, and we are operating at the high end of that buffer after we've done the actions that I've just mentioned. And this allows us financial flexibility to invest. We want to invest in, in-force management actions in the U.S. We have done a number of them over the last years to improve the overall profile of our U.S. business, the risk profile, the predictability of their cash flows, the predictability of their results. And we think that we have opportunity to use to invest, let's say, cash in value-creating in-force management actions, and we're going to use that part of the money for that as well. We also want to invest in growth and growth opportunities to grow the company. The priority of that will be in the U.S. with Transamerica, where U.S. is a massive market. There is a lot of dynamic there that allows us to tap into certain growth, selected growth areas that we want to grow in and then add more capital to invest in growth. But also, we have a stated strategy that we want to grow in the chosen core markets, which are not only the U.S., they're also the U.K., for instance, and I'll get to that in a second, or China or Brazil, or Spain and Portugal. And with the financial flexibility that we will have, that's a general direction that we want to take the group. Now in the second quarter of 2023, we will give a Capital Markets Day, in which we will update you and all your fellow stockholders about the plans that we have in more detail on what we wish to accomplish. By the way, the same goes, I didn't list [indiscernible] business, our global asset management business also that is a business we aim to invest in and grow. The second question you had is, are we going to invest in Transamerica? The answer is yes. Are we going to rename Aegon to Transamerica? We have no plans for that. We have no plans for that. Is our head office -- we have disclosed, and I think, reconfirmed that today that we aim to keep our head office in the Netherlands. Consolidation in the U.S., is that an opportunity? Potentially, let's see, but we are mainly focused on improving our business, and there's a lot of work that we need to do to ensure that, organically, we improve our business and grow profitably. The third question was about remuneration of the board. Is that going to be American style or European style or a Dutch style or whatever style you wish to have it. We have a current remuneration policy in place that has not changed. So that is what I can say about that. It has been improved, I think, at the last or the pre last EGM. And as you know, it needs to be regularly approved in every 4 years. Then 2 questions for my good friend, Matt Rider, our CFO, is our reporting in euros are going to -- are we going to move to dollars? Dividends, is that going to be in euros or in U.S. dollars. Would you please take those?

Yes, the transaction itself doesn't change our functional currency, so you can still expect to receive a dividend in euro and everything goes on really -- goes on as before.

Okay. Reporting as well. Then your next question -- are we now going to skip our plans, you said to or postpone our plans to divest the U.K.? We never had plans to divest the U.K. To the contrary, the U.K. is 1 of our core markets. When I came in, in 2020, we did an analysis strategic review. And at the Capital Markets Day in December of that year, we've announced that our chosen markets and businesses are the Netherlands, the U.S., the U.K., the growth markets, China, Brazil and the Iberian Peninsula, so Spain and Portugal, and our global asset management business. So the U.K. is a core market for us. We aim to grow it further and expand our presence there through the work that we do. Then your question #7 was, are you not a bit too quick in counting with an increase of your free cash flow because the work still needs to be done, and you were right, right? So the work indeed has to be done because the synergies will only emerge after the transaction is closed. And after [indiscernible] and his team are going to integrate the business with our colleagues in Aegon The Netherlands. And the integration synergies will then emerge over time. And together with lowering of the group debt, which will reduce our debt cost that will lead in the end to our expectation to a higher free cash flow per share than before the transaction. Question #8, are you going to lower the group debt? The answer is, we've announced that up to EUR 700 million, we are going to lower the debt. Then your final question was, what about your shareholding of 30% or 29.99% in a.s.r.? Will that not be an overhang for the stock? And how are you going to deal with that? Well, let me be clear -- the stake that we are going to receive an a.s.r. of 29.9% -- nearly 30% is a strategic stake with an indefinite time frame. So we have no plans to divest that. And I think those were the 9 questions?

I would just add. You mentioned the U.K., our last Board meeting in December actually took place in the U.K. So that is certainly consistent with what the CEO mentioned.

Well, one other thing comes to mind, let me see that concerns the closing. And second quarter at 23%, but a.s.r. -- was it a.s.r. was in July?

The closing process is a process that we aim to have as much under our control, but we're not fully in control because we need the approvals of the antitrust authority, the ACM, approvals for the transaction of DNB, the AFM because there's a bank involved also so the ECB will be involved here. And they have to make up their own minds. Now there are all kinds of time lines for that. But we basically have said that it cannot be done before. We do not expect it to be closed before the start of the second quarter and the start of the second quarter is July 1. So we do not expect it to close before.

There was a question here. #2.

Thank you very much, Mr. Connelly. Thank you, Mr. Friese for giving out the explanation on top of the...

I am sorry, could you just identify who you are?

Yes. My name is [indiscernible] . I present the Dutch Shareholders' Association, but we also represent European investors, so hence, no problem in approaching you in English. We represent about 30,000 members, but also the 2 million Dutch individual shareholders. So thank you for the explanation and the presentation. How refreshing to have an in-person meeting. We very much appreciate that, and we counter your continuous support to help in-person meetings also in the future in the new situation. And of course, facilitate remote participation but this is very important for our shareholders. Then the most important issue, our appreciation for the deal and the economic rationale. I won't repeat what I've said at ASR this morning. Those who are really interested, of course, follow the live stream. But the first half of the friendly match was promising. However, as Mr. Friese already has proven so visibly, the flowers will only be given to you after the match. So hence, we are here, of course, for a reason. But first, to share our wholehearted compliments for all those here around the table, but also those engaged -- those others engaged in preparing the deal as well as those employees that would follow Aegon [indiscernible] to Utrecht also here, but have the head office there, and the warm welcoming hands of a.s.r. We've been there this morning, and it's a good functioning company with good functioning general meetings, with a clear strategy and also a thorough interaction between management, employees and their representatives, which is, I think, for everyone here involved very important. A question I have, the asset management division that will stay with the Aegon, was any consideration given to sell or allow a.s.r. to continue with the asset management division they had? Or is this decision too much integrated with other Aegon activities? And do you envisage any benefits of skill, any synergies, which have not been explained yet? And what has been the consideration for the swap, meaning that the illiquid equity would go to Aegon and part of the mortgage portfolio and a.s.r. will be provided with the bond portfolio. How, as they call it, earnings accretive, is this swap? And is this beneficial for Aegon? And is it correct that the swap is only valid for a period limited to 10 years, and what happens after that period of 10 years? Then on the shareholder notification, it states that Aegon is engaging with its college of supervisors on the implications for group supervision upon closing. Can Aegon provide a status update what would be the preferred lead supervisor for Aegon? Would it be the U.S. regulator? So please explain. Then penultimate question I have will Aegon be ready with its transformation as included in its strategy after the transaction? Or do you envisage more exits in other countries? And we would have expected to be honest the relatively minor U.K. activities to be a candidate for exit. But however, I've heard this morning -- or this afternoon, sorry, clearly, that the U.K. will continue to be a chosen growth market and the core markets for Aegon. And a final word on behalf of the typically Dutch shareholders, please be considerate and remain in the Netherlands as Aegon, which as you confirmed, is your intention, but we have a very solid financial sector. We have a very solid ecosystem here in the Netherlands. So please remain part of that and continue to support this and also in its strength which is very important for our national economy. Thank you.

I think those questions are for you, Lard.

Thank you very much. Yes, Mr. [indiscernible], thank you very much for your questions. And first of all, thank you for your compliments. And especially your compliments to our employees who -- first of all, our employees in the Netherlands have made it possible through the very hard work that they have done over the last years to transform and improve the business so that we, in fact, we're in a position to start these discussions with a.s.r. and create this company together. So your compliments, especially in that direction is something that I will pass on to them through their CEO, by the way, Allegra Patrizi. And I thank you very much for that. Secondly, your considerations about the asset management business -- your question about the asset management business. No, we've never considered to sell our asset manager. Our asset management business is core to our group. What we have tried to do in -- and I think, succeeded to do in this transaction is to strengthen our asset management business in those strategies -- investment strategies that our asset management business wants to expand. And those are in the area of multi-asset, in fiduciary, in retirement solutions, in illiquids in mortgages, et cetera. And we were able to negotiate that with a.s.r., where the thinking that we had was, okay, you have an asset management business, we have an asset management business, let's both use this opportunity to strengthen both. So where Jos and a.s.r. and their business are more focused on liquid assets, through this acquisition, they will expand and create more scale. Through this acquisition, because we've agreed to move those assets that are illiquid or that are part of the strategy that I just mentioned, plus the mortgage origination and the mortgage funds of ASR, they move to the management of Aegon Asset Management and strengthens Aegon Asset Management into fields that we aim to expand further. So this was how we thought about it. Financially, what this means is that for us, for Aegon Asset Management, it is accretive in revenues, meaning that if you compare the situation before or after this transaction, the revenues increase. And that's, I think, very good. The 10-year relationship we've agreed 10 years that our asset manager, Aegon Asset Management will be a strategic partner for the combined company. What happens after those 10 years? Quite frankly, we are not bound by a contract at that point to be a strategic partner, but let's wait and see what happens over time as the 2 companies will work closely together. One thing I do want to mention specifically for mortgages is that we agreed that the mortgage origination partnership will also be for 10 years, but thereafter, the mortgages that have been accumulated will run off indefinitely and will be managed in definitely over time by our Aegon Asset Management. Your second point was an update a request for an update on group's revision. The background of this is the following: When this transaction completes, we do not have any longer in this jurisdiction, licensed insurance activities as Aegon NV. DNB is currently a group regulator. But then the question is if you have no license activities any longer, who will become your group regulator. Now this is not something that we choose. I mean you're not -- the company cannot choose -- pick and choose and say, what's our regulator, who's our regulator. So the college of supervisors, which is basically all the supervisors that we are supervising our companies. So the U.S. supervisor, the Bermuda supervisor from our business of TLB, the Spanish supervisor, other supervisors, they are together in a college, so-called college of supervisors, which is chaired by DNB. We are in discussions with them on what is the most appropriate group supervision to ensure that our group maintains to be appropriately supervised taking into account that the composition of our group, of course, is changing. We are still in those discussions. They will take time, and they are constructive, and we will await the outcome of those discussions and then announce the results of those at the time that it is appropriate. But at this point in time, we have active discussions, but we have not completed those.

Are you done with your transformation after ASR?

Oh, no. Oh, no. It's just the next step. So we aim to build leading franchises in the chosen markets that I listed earlier and chosen businesses. We think there's a lot of opportunity with this business with our company. And while the transaction with a.s.r. marks a very important step thereafter, many more things need to happen. And it will take -- it's a long journey ahead to transform this group to a sustainably strong and well-positioned group. Thank you for your final point, which is about your plea to consider -- to remain in the Netherlands, as I mentioned, and confirm today that we intend to maintain our headquarters of Aegon NV in the Netherlands.

Good. Thank you. We have another question, #1, please.

Thank you. My name is Frank Jansen. I'm from the biggest labor union in the Netherlands, especially for you to know, Mr. Carley, The FMV. I will make a statement in Dutch because of our members and my own board. As I said, the FMV is the biggest labor union in the Netherlands, but we're not only involved in employment conditions, working conditions, but we're also a shareholder of Aegon, just as we are shareholders of a.s.r. And as a shareholder, we consider ESG policy to be very important and transparency is also very important, i.e., which information do you share with your stakeholders, including your shareholders. And that information has prompted a number of questions. And also since we are involved in employment conditions, consultation, I'd like to make this following statement. Everything I say is based on the information that you have shared with shareholders or have published in -- as public information in newspapers, et cetera. A merger like this one subject to the Dutch merger rules. These merger rules imply that trade unions need to be involved at an early stage so that they can still have an impact on the results of the merger and the works councils can take into account the opinion of trade unions. For further details, I'd like to refer you to Article 4, section 6 and 7 of the merger, rules of the SER. On the basis of the information provided and the explanation, it has become apparent that works council of a.s.r. on 21 October 2022, issued a positive opinion and the first release on the merger was issued on 27 October. So, at this leads to the fact also because you're selling part of your own company to a.s.r., this prompts a number of question. Why doesn't the information of Aegon to shareholders stipulate that the SER merger rules are applicable. And this automatically leads to the following question. When were the trade unions involved in the discussions? And more specifically, as I said, the press release of a.s.r. makes it clear that there was a positive opinion issued by the works council regarding ASR. My question is, in which measure -- and I'm assuming that you support your ESG policy and you consider it important to comply with your ESG policy. But did Aegon check whether ASR, in this case, was complying with the merger -- code of conduct or the merger rules? And Aegon's actions, how does that relate to your own ESG policy in your own governance? Now in addition, I have a number of other questions. You have just pointed out that it is your intention to continue operations in the Netherlands. And the intention is by no means a guarantee. Now I know that several workers are worried as to whether Aegon will remain in the Netherlands in the short term and long term. So given that context, I'd like to ask you whether any commitments were made to the works council and/or the workforce with respect to Aegon staying in the Netherlands. And then, finally, you already pointed out that EUR 1.5 billion will be paid out in dividend to shareholders or in cash. And you have also pointed out that your employees have contributed to the success -- that this success would not have been possible without your employees. So in which measure are these employees benefiting from this deal financially speaking. Because at the end of the day, they were the ones who contributed to the realization of this money and this action. So those are my questions. Thank you.

Lard?

Mr. [indiscernible], thank you very much for your questions. First of all, we have a tradition that we hold constructive and good relationships with our partners, our labor market partners, so our trade unions, et cetera. It's not only in the Netherlands, but also in the other markets where we operate. And obviously, we find the adherence to rules and regulations that are available in the dimensions, very important, and we adhere to those, including the [indiscernible]. The fact that we have not mentioned that specifically, point taken. However, there are many other rules and regulations that we need to observe in this entire process, which we also have not completely listed in our notification. So point taken, but again, we adhere to all rules and regulations that are -- that we need to deal with when it comes to a transaction like this, including the [indiscernible]. When it comes to the -- at what time do you inform and start the process, for instance, of an advice proceeding with the Works Council, et cetera? We have had to make a trade-off between the number of important things that we need to adhere to as a company. We are listed at 2 stock exchanges, at Euronext in Amsterdam and the New York Stock Exchange in New York. We also need to observe the market abuse regulations, which are very strict, and confidentiality, which in these large transactions is not that easy to maintain, is absolutely crucial. and we felt that it is absolutely crucial to do that, and therefore, to limit as much as we can the number of people in the know and involved. So really on a need to know basis and not a nice to know basis did we include people with that confidential information because it's marks -- because it's -- it's something that we really want to preserve the market abuse regulation. We have informed your union the morning of the announcement. The Works Council was slightly earlier informed under Article 20, and have started the proceedings on advice, which was not given on the 21st of October in our case. It was much later after the transaction was announced. It was a number of weeks later.

That's the reason I mentioned a.s.r. and not Aegon.

Correct. Correct. You are right -- but that's -- so we have, in the meantime, and I find that the most important thing, actually, we have had meetings with your union and with the other unions. I think in December, the meetings have taken place and started, and we believe there is ample opportunity until the completion of the transaction to deepen our engagement and discussions so that we can take all views into account. Because, as you know, the advice has been given only on one element, which is the transaction itself, but all the integration steps that need to happen are -- advice is still needed on those. So we believe that we have observed our adherence to all rules and regulations in this process, and we find those very important to adhere to. About the head office in the Netherlands and whether we have given assurances , well, we've given assurances -- well, we've been clear in our press release that we intend to be here. And why? Because we have, don't forget that a large stake in a.s.r., and we still need to do all this. #2, we have asset management activities that will stay in the Netherlands. So our HQ will remain here. That's our intention, and we expressed that both in the press release and I confirm that again today. And that's the extent to which we have had our communications, both internally with all stakeholders and externally. The EUR 1.5 billion, yes, why we are using that. This is the question of what do you do with the overall financial flexibility of the group? Given the fact that we are moving a business and a balance sheet and a capital position to another listed company, we will get a lot of cash in return, how do you deal with the proceeds? I've given you earlier in this meeting an expose on how we are going to allocate that. And part of that is a EUR 1.5 billion buyback that we're going to do. Why? To make sure that all the metrics that are very important like earnings per share, like dividend per share, like all these metrics are held in an appropriate manner because you're a smaller company, and therefore, you need to reduce the share count. And we decided to do that in the form of a buyback of EUR 1.5 billion. But still, we have a lot of financial flexibility to invest, and I've given, on the back of Mr. Davis' question, I think some examples of how we think about, and further detail will be given at the Capital Markets Day in the second quarter. The final point you made is our employees. Our employees have, like all employees in the group, are working every day very hard to service their customers, to grow the company and to ensure that Aegon continues to improve and to grow. We have employment benefits in place, which are attractive. We are an attractive employer, financially and nonfinancially in the way that we develop people, that we offer career opportunities, an exciting workplace, an inclusive workplace. And that we have attractive financial terms where what people are for the jobs that people have and how they are being paid. And we have social plans in place to ensure that we deal with any potential redundancy, et cetera. And regularly with our trade unions and we have trade partners like yourselves, we negotiate new terms, et cetera, over time, and not only here, but also in other markets. So with that, I think that we have an adequate and good, and attractive financial compensation for all the work that our staff is doing.

I would just add that from the Supervisory Board's perspective, this is a process of negotiation that took place with ASR over many months, and their Supervisory Board did meet very regularly in terms of providing our fiduciary role. And one of the top points of attention from the Supervisory Board was consistently was the ensuring that we fulfill all our commitments to all our stakeholders and particularly the employees. So that was the top point of attention just so you now. I'm sorry, did you want to make a final comment?