Aegon Ltd. (AGN) Earnings Call Transcript & Summary

Ladies and gentlemen, on behalf of Aegon, I welcome you to Aegon's Extraordinary General Meeting of Shareholders in which we ask you to prove the second step of the proposed redomiciliation of Aegon to Bermuda. This meeting will be chaired in English. I hereby open the meeting at 9:30 a.m. CET and give the floor to Maitre Marc Elvinger, notary resident in Ettelbruck, Grand Duchy of Luxembourg, who was asked by the company to instrument the record and enact the present meeting of the company, currently Aegon N.V., a public limited liability company, a naamloze vennootschap, incorporated on May 23, 1969, under the laws of the Netherlands, with corporate seat in the Hague, the Netherlands address of Aegonplein 50,2591 TV The Hague, the Netherlands and registered with the Dutch trade register under the number 27076669. [ Marc ] Elvinger?

Thank you, Mr. Connelly. I'm Maitre Marc Elvinger, notary in Ettelbruck in Luxembourg, and hereby [indiscernible] Mr. Connelly, the Chairman of the Supervisory Board of the company to act as Chairman of [indiscernible] the present meeting.

Thank you, Maitre Elvinger. As Chairman of this meeting, I hereby call and appoint Bieke Debruyne as Secretary of the Bureau of the present meeting and would kindly ask her to take the minutes of the present meeting. The minutes of today's meeting will be kept in English followed by a French translation. The minutes of this meeting will be available on the Luxembourg Trade and Companies Register. I hereby also call on a point [ Albert Tin Kronenberg ] as scrutineer of the Bureau of the present meeting, who shall assist in the meeting -- in the present meeting for the purpose of determining the number of votes represented at the meeting and the number of votes cast on the matter voted upon at the meeting. Reinier Kleipool, civil law notary of De Brauw Blackstone Westbroek, is also present here in the room. Then I establish the following. The meeting was convened in accordance with the required formalities. Following the completion of the conversion of the company from a Dutch N.V. into Luxembourg S.A., and pursuant to Oracle 10.22 of the Articles of Association of the company, an Article 450- 3 subprovision 2 of the Luxembourg company law, the resolution linked to the sole voting agenda item of the present meeting shall be adopted by a majority of at least 2/3 of the vote validly cast at Extraordinary General Meeting at which a quorum of more than half the company's share capital must be present or represented. The Board has decided that the Extraordinary General Meeting of shareholders and holders of beneficiary certificates shall be held at the Arendt House 41A Avenue, JF Kennedy 2082, Luxembourg, Grand Duchy of Luxembourg. The convocation and agenda with explanatory notes to shareholder circular and further meeting documents were published on Aegon's corporate website on August 17, 2023. The meeting documentation was also made available for review at Aegon's head office in The Hague. Prior to this meeting, our shareholders have been able to cast their votes either by granting a proxy or by using the e-voting system. I note that no shareholders have proposed to put additional items on the agenda of the present Extraordinary General Meeting. I also note that while Aegon presented the opportunity to shareholders to submit questions, we have not received any questions prior to the meeting. Shareholders present at the EGM here in person would have had the opportunity to ask questions during the meeting. However, because no shareholders are present here in person, no questions related to the upcoming agenda points of this meeting will have to be addressed. I kindly ask Maitre Elvinger, the Secretary and scrutineer, to note that on the record date being September 2, 2023, 1,864,236,318 common shares were issued -- were in issue and outstanding and 494,433,240 common B shares were issued -- were in issue and outstanding. 1,255 -- sorry, I stand corrected. 1,255,745,182 common B shares in total are validly represented at the general meeting, and thus, the quorum requirements have indeed been fulfilled, and the Extraordinary General Meeting validly constituted may deliberate and require Maitre Elvinger to enact the resolutions. The full attendance list of this meeting, including the shareholders present is currently being drawn up. We will come back to this later.

Yes. Mr. Chairman, I think you -- correct the number of -- present because you only read out [indiscernible] shares [indiscernible]

Sorry.

So you may want to go over the...

Okay. Let me stand corrected. I stand again. 1,255,745,182 common shares and 12,360,831 common B shares in total are validly represented at the general meeting, and thus, the quorum requirements have indeed been fulfilled and Extraordinary General Meeting, validly constituted may deliberate and required Maitre Elvinger to enact the resolutions. The full attendance list of this meeting, including the shareholders present, is currently being drawn up. We will come back to this later. Thank you. As Extraordinary General Meeting has now come to order, we shall move on to the matters that should be presented and decided on according to the agenda in the convening notice. Now that I confirm that the present meeting has been regularly constituted and may validly deliberate on the agenda, I will read the agenda for today's meeting, which is as follows: opening presentation by the Board of the company, setting out the resolutions adopted by the shareholders of the company at the Extraordinary General Meeting held in the Netherlands on September 29, 2023, regarding the cross-border conversion of the company from a Dutch public limited liability company, a naamloze vennootschap, into a Luxembourg publicly limited company, société anonyme, as they're hereafter referred to as the Luxembourg conversion. This item will not be voted upon. Decision a, to change decision -- to change the jurisdiction and the nationality of the company from a Grand Duchy of Luxembourg to Bermuda and to transfer the registered office of the company from the Grand Duchy of Luxembourg to Bermuda. As hereafter referred to as the Bermuda conversion effective at the issuance of the certificate of continuance by the registrar of companies of Bermuda as hereafter, we referred to as the Bermuda migration effective time; b, to change the name of the company from Aegon S.A. to Aegon Limited, effective at the Bermuda migration effective time; c, to approve the memorandum of continuance of the company, which shall be deemed to be the Memorandum of Association of the company and to adopt the bye-laws of the company as hereafter referred to as the bye-laws, replacing the current articles of association of the company in their entirety, effective at the Bermuda migration effective time; and d, to grant power of attorney, this item will be voted upon. We now move to agenda item 1. I will give the presentation of the resolutions adopted by our shareholders at the Extraordinary General Meeting of Shareholders held in the Netherlands on September 29, 2023, regarding the Luxembourg conversion. Yesterday, we held our Extraordinary General Meeting of Shareholders in The Hague, the Netherlands. At this Extraordinary General Meeting of Shareholders, our shareholders approved the cross-border conversion of Aegon N.V. into Aegon S.A., a public limited liability company under the laws of Luxembourg, which is the first step of the proposed redomiciliation of Aegon to Bermuda. Following the redomiciliation, Aegon will have a one-tier board consisting of nine directors. Aegon's current Supervisory Board members will be the nonexecutive directors of Aegon -- will be the nonexecutive directors and Aegon's CEO, Lard Friese, will join the Board as the sole Executive Director. In light of the redomiciliation and the change to a one-tier Board, the members of the Board of Aegon S.A. and Aegon Limited were appointed during yesterday's Extraordinary General Meeting shareholders. Each director was appointed first as member of the Board of Directors of Aegon S.A. effectively as per the Luxembourg conversion; and secondly, as members of the Board of Aegon Limited, effective as per the Bermuda conversion. The term of each appointment is aligned with the existing retirement schedule of the members of the Supervisory Board of Aegon N.V. or with the term for which the Chief Executive Officer has been appointed as member of the Executive Board of Aegon N.V. In light of the redomiciliation, our shareholders also appointed the auditors at yesterday's meeting. For the audit of the 2023 annual accounts, in line with the previous appointment by the general meeting, PricewaterhouseCoopers was appointed as our auditor for both Luxembourg S.A. and the Bermuda Limited. During the 2023 AGM, Ernst & Young Accountants LLP were appointed as Aegon's new accountants for the annual accounts of 2024 to 2028. As in Bermuda, the accountant must be annually reappointed. Ernst & Young was appointed as the auditor of the Bermuda Limited for the 2024 annual accounts yesterday. The full results of yesterday's meeting can be found in the overview of resolutions as published on the Aegon website. Maitre Elvinger has been provided with the Dutch notary preconversion certificate and will now suspend the present meeting for Maitre Elvinger to be able to establish that the company has truly been converted from a Dutch public limited liability company, a naamloze vennootschap into Luxembourg -- into a Luxembourg public limited company société generale -- anonyme.

Okay. So thank you. In account with Luxembourg Law and based on the Dutch notary preconversion certificate that I received, I declare having verified and consequently certify the existence and the validity of the legal acts and formalities required to be carried out by the company for the Luxembourg conversion. I further declare that the company has now become a Luxembourg public limited company, société anonyme, subject to Luxembourg law, existing under the name of Aegon S.A. As of September 30, 2023, the Luxembourg migration effective time shows us be 9:45 a.m. CET on September 30, 2023.

Thank you, Maitre Elvinger. I now declare that the meeting is therefore resumed at 9:45 a.m. CET and that as a consequence, the meeting will deliberate on the second item of the -- on the agenda. We now move to agenda item 2, the proposed redomiciliation. In accordance with Article 450-3 of the Luxembourg law, the Board proposes the general meeting of shareholders to resolve as a sole resolution to: one, change the jurisdiction and the nationality of the company to Bermuda, pursuant to which the company shall continue as a Bermuda exempted company limited by shares and that according to the company, the company applies to be registered with the registrar as an exempted company limited by the shares in accordance with Part XA of Bermuda's Companies Act 1981, whereby the company will be registered as having been continued in Bermuda without the need to create a new legal entity, all effective as per the Bermuda Migration Effective Time; two, change the name of the company from Aegon S.A. to Aegon Limited; three, to approve the memorandum of continuance and the bye-laws complying with the company's Act 1981 of Bermuda; four, to grant power and authority individually to any director of the company to individually proceed in the name and on behalf of the company to register in the share register of the company any changes required by the matters set out above as well as to carry out all filings, notifications and publications necessary for the Luxembourg conversion and the Bermuda conversion; five, to grant full powers to any lawyer or employee of Arendt & Medernach S.A. and any clerk or employee of the enacting notary in order to represent the company in the Grand Duchy of Luxembourg towards any administrative, fiscal or other authorities as well as towards the Luxembourg Trade And Companies Register regarding any formalities to be accomplished further to the continuation; and six, grant full power to any lawyer or employee of Appleby (Bermuda) Limited and/or Appleby Global Corporate Services (Bermuda) Limited in Bermuda in order to represent the company in Bermuda for the purposes of any filings or communications with the registrar and/or the Bermuda Monetary Authority regarding any formalities further to the continuation. Ms. [ Kronenberg ], could you please read out the voting results for agenda item 2?

I now establish that the resolution is adopted with 98.51% of the shares voting in favor, 1.29% of the shares voting against and 0.19% of the shares withheld from voting. And I kindly ask Maitre Elvinger to record the voting results.

Thank you, Ms. [ Kronenburg ]. I now establish that the meeting has voted in favor of the redomiciliation. The resolution as proposed by the Board has been adopted. Ladies and gentlemen, this concludes Aegon's Extraordinary General Meeting of shareholders. There being no further business, I declare the business closed at 9:50 AM CET. I hereby call [ Mitch ] -- Marc Elvinger to enact what it was declared at the meeting by way of notorial deed drawn up in Luxembourg today. On behalf of Aegon, I would like to thank you very much for your continued support and your active participation prior to and during this meeting. Thank you.