Aegon Ltd. ($AGN)

Ladies and gentlemen, my name is [ David Herzog ], and I am the Chair of the Board of Directors of Aegon Limited. On behalf of Aegon, I welcome you to Aegon's 2026 Annual General Meeting of Shareholders. I hereby open the meeting. I'm pleased to welcome our shareholders participating in this meeting today. Let me introduce the people present with me here at the table. [ Mark Ellman ], Chair of the Compensation and Human Resource Committee; Lard Friese, Executive Director and CEO; Duncan Russell, our Chief Financial Officer; and Bieke Debruyne, Company Secretary. The other members of the Board of Directors as well as Director nominee, Ms. [ Lane Boron], are present here as well. Also present here today Onno van Klinken, our General Counsel; Yves Cormier, Head of Investor Relations; and [ Sonia Natia ], the Principal Representative of the company. I hereby appoint Bieke as Secretary of this general meeting. She will keep minutes of today's meeting. Before we continue, I would like to make a few remarks. Shareholders who have been registered through the e-voting portal prior to the start of the meeting and who are participating in a virtual manner have been directed automatically to the Lumi environment in which they can vote and ask questions. To accommodate live voting and keeping in mind a short delay in the live stream. The voting is now open and will remain open until the last voting item on the agenda. Voting results will be shown at the end of the meeting. To ensure a constructive dialogue with all our shareholders, we have enabled a chat function as well as a live video connection in the Lumi environment. I have appointed our Head of Investor Relations, Yves, to moderate the questions that will come through the Lumi system. Shareholders who wish to ask their questions through the video connection during the meeting will be directed to the meeting by an operator. I hereby establish the following. This meeting was convened in accordance with Aegon's bylaws and the Company's Act of Bermuda and the legislation that is applicable in connection with Aegon's Dutch and U.S. listings. The attendance list for this meeting is currently being drawn up. We'll come back to that in a few moments. I wish you all a good and interesting meeting. We will now move to agenda Item 2, the annual report and annual accounts for 2025 and Lard, our CEO, will give a presentation on the course of business in 2025, including the financial results. The company's 2025 annual accounts have been approved by the Board of Directors and are presented here for information. Lard, the floor is yours.

I'll share the next step in our transformation. And while 2025 was a strong year, our focus is on what comes next. 2025 was a year where we did what we said we would do. We met or exceeded just over EUR 500 million worth of share buybacks, plus around EUR 600 million of dividends. And as announced at our Capital Markets Day in December 2025, we are entering the next chapter in Aegon's transformation. We want to become a leading U.S. life insurance and retirement group. And to enable that ambition, we are relocating our head office and legal seat to the United States. At the Capital Markets Day in December and as part of our sharpened U.S. focus, we also announced a strategic review of Aegon U.K. to determine the best long-term ownership for this business. That review has since been concluded and has resulted in the recently announced sale of Aegon U.K. to Standard Life plc for a total consideration of GBP 750 million and 181.1 million shares in Standard Life at the time, amounting to GBP 2 billion. Now let's turn to our results. In 2025, we delivered on our strategy and commitments, meeting or outperforming all the financial targets set for the year. We generated EUR 1.3 billion of operating capital ahead of our target of around EUR 1.2 billion. We delivered EUR 829 million of free cash flow, consistent with our target of around EUR 800 million and we have grown dividend per share by double digits to the target level of $0.40 per share. We also kept the group leverage stable at our target level of EUR 5 billion. We reduced capital employed in our low return financial assets in the U.S. and put more behind our strategic businesses with higher returns which has resulted in a material improvement of Transamerica's profile since 2020. 2/3 of our capital in the United States is now employed in our strategic assets. At the holding, we ended the year with EUR 1.3 billion of cash capital. Given our ambition to bring the level of cash capital to around EUR 1 billion by the end of the year, we have announced a new share buyback program of EUR 400 million, evenly split between the first and the second half of 2026. Furthermore, our operating result increased to EUR 1.7 billion, reflecting, amongst other things, business growth across all units. Now those are solid results. And this clearly shows we're upgrading the quality of the business. What matters most is what sits beneath the numbers. The business is becoming more predictable and more focused, more disciplined in how we allocate capital. And that discipline is translating into commercial momentum across our business units. So let me show you what that looks like in practice. In the Americas, we're building a real momentum. We are growing our strategic assets, expanding distribution through World Financial Group, now close to 96,000 licensed agents and other distribution channels while lifting productivity across the board. The results, new life sales up 30%. We also recorded strong written sales in our retirement business. And as you know, that is a leading indicator for future performance. At the same time, we are reshaping our balance sheet by reducing the capital employed by the financial assets, and we are ahead of target, in part through management actions, as the reinsurance transaction announced at our Capital Markets Day in 2025. We're seeing that momentum beyond the U.S. as well. In 2025, we delivered robust results across our other businesses. Our international businesses continued to perform well, leveraging their strong local partnerships. And our asset management business delivered solid net third-party inflows. At our Capital Markets Day in 2025, we also presented our plans to further strengthen and improve the profitability of our asset manager. Now let me turn to our purpose, which guides how we grow and how we do business. At its core, it's simple. We aim to help people make better decisions about their future. This guides us in how we serve customers, how we design products and how we expand access, especially in the United States, where the need is clear. As a provider of protection, retirement and investment solutions, we act as responsible stewards, managing risk, allocating capital with discipline, and keeping the broader environment in mind. Over the past year, we have made our sustainability approach more data-driven and more focused. In 2025, we completed a new double materiality assessment required by the EU reporting standards. This helps us identify the topics that matter most to stakeholders and to our long-term performance. For us, those material topics are customers, business conduct, human capital and climate change. In addition, financial empowerment emerged as a material topic directly linking our societal impact to our purpose and our products. Lastly, we're seeing external recognition for our approach. In 2025, MSCI awarded Aegon, its highest ESG rating, AAA. And that greater transparency also contributed to our inclusion in the S&P Sustainability Yearbook 2026, and in the FTSE for good index. Before discussing the next frontier, let's take a step back briefly and see how far we've reshaped Aegon since 2020. Today, we are a more focused and stronger group with a strong U.S. core and selective international partnership, a global asset manager and TLB. In addition, we also have important minority stakes in ASR and once the divestment of Aegon has closed also in Standard Life in the U.K. We have delivered on our strategy and improved the performance of the group. And that sets up the decision I'm going to talk about next. Relocating our corporate head office and our legal seat to the United States to align our structure with where we do most of our business. Since the ASR transaction closed and our legal seat moved to Bermuda in 2023, we have taken the time to assess our strategic options. And the conclusion is clear, our future is in the United States. The U.S. is the largest and most dynamic life insurance market in the world. It is where around 70% of our operations are today, and we are well positioned to capture significant growth opportunities in life protection and retirement solution. Now this is not just about geography. It's a strategic step to align our structure where most of our business is. And it supports our ambition to build a bigger broader and more profitable U.S. life insurance and retirement leader. We see the opportunity, and we have what it takes to capture it. The foundations, the execution muscle the talent and the financial flexibility. And as we take this step, we will continue our journey under the trusted Transamerica brand once the [ redomiciliation ] is completed. Now I recognize that this is an identity defining decision. Aegon has strong Dutch roots and 180-year history. But our business today is U.S.-led, this move allows us to put our leadership and our resources where the business is, while maintaining our international insurance and asset management businesses. Our largest stockholder, the [indiscernible] home considers the move and important and positive step for Aegon. As is showcased by the recently announced agreement with the association on its future structure as well as their support for a proposed new governance structure for Aegon aimed at aligning Aegon's governance with U.S. market standards. David will address this topic in some more detail as these proposals are for an extraordinary general meeting to be held later this year and not part of today's agenda. Now let's move from the why to the how. The road map, the milestones, the timing. We expect the relocation process to be completed at the beginning of 2028, with a number of clear milestones along the way. We are already making good progress and remain on schedule. U.S. GAAP accounting implementation remains the largest product -- project on our radar, and we have significant resources working on this. From an operational perspective, we are formulating granular plans to gradually shift tasks from Amsterdam to the U.S. in a controlled manner. Our employees are key in this, and I'm extremely impressed by the professionality with which they are contributing to this complex process. The Board and myself wish to express our sincere gratitude to our wonderful staff. From where we stand now, we will engage with our shareholders ahead of the extraordinary general meeting of stockholders later this year. From there, we will continue to implement U.S. GAAP with the aim of reporting on that basis for the full year 2027. At the same time, we will effectively transition the headquarters to the U.S. so that we are ready to complete the relocation around January 1, 2028. At that point, the holding company will be renamed Transamerica Inc. We will be subject to U.S. insurance supervision and report under U.S. GAAP. We will become a U.S. tax resident, all while maintaining dual listings on Euronext and to the New York Stock Exchange with shares trading on both exchanges and aiming for inclusion in U.S.-focused indices in due course. This is a significant step and the logical next step, reflecting where the majority of the business of the group already is today. We will manage it with transparency and discipline and we will keep you updated as we progress. Let me close with 3 takeaways. The first, 2025 was a year of delivery, on strategy, our commitments, results and capital discipline. Second, we're seeing momentum in the business led by the U.S. Third, we're taking the next step in our transformation. Our planned relocation of our head office and legal set to the United States with a clear time line and clear milestones. We will execute with discipline, keep you informed as we progress and continue to deliver for customers, colleagues and you, our stockholders. Thank you for your continued trust. We look forward to engaging with you at the EGM later this year. And with that, I'll hand back to you, David.

Thank you, Lard. Before taking your questions, let me outline for you what you can expect between now and the [ EGM ] later this year. This slide provides an update on the steps taken since the announcement of our redomiciliation to the U.S. on December 10 and the path towards the EGM expected in the fourth quarter of this year. Since that announcement, the Board has undertaken a structured and rigorous process including development of U.S. aligned governance. A key milestone in this process was the press release published on May 28. In this release, we announced an agreement with the Association Aegon, on the future relationship and presented a proposed U.S. aligned governance framework designed to support our ambition to become a leading U.S. life insurance and retirement group. We encourage shareholders to review this announcement and we look forward to engaging with shareholders on this governance proposal in the coming months. At the EGM later this year, shareholders will be asked to vote on 2 agenda items. First, the approval of the redomiciliation to the United States, including the future governance framework post redomiciliation, and the interim governance arrangements for the period between the EGM and the completion of the redomiciliation. If shareholders approve these proposals, the common shares B will be converted. The second item for approval at the EGM will be the approval of a new Omnibus share plan. This plan is part of a transition and intended to attract retain and incentivize key executives and nonexecutive directors and support the establishment of the company's headquarters in the United States and its full transition to U.S. issuer. Finally, engagement with shareholders is a key priority with multiple possibilities for engagements heading up to the EGM. We look forward to a constructive dialogue with our shareholders obtaining your support for what we believe is a balanced and well-considered proposal supporting the company's next phase. Our IR team remains fully available to answer questions and to facilitate additional meetings with interested shareholders. Before we address your questions, I would like to inform you that today's attendance list, the meeting is ready. Based on the attendance list, I hereby establish that 68% of the issued and outstanding capital is present or represented at the meeting and thus, the quorum requirements have been fulfilled and that we can proceed with the meeting. Now we will address your questions regarding agenda items 2.1 and 2.2. [ Tom De Kunar ] partner with independent auditor, [ EY ], is available to answer any questions you may have regarding the audit of the 2025 financial statements and services provided by EY. Shareholders participating virtually can either enter their questions in the chat function or they can choose to ask their questions through the live video connection. The operator will be available to assist you. Please note, this might take a couple of seconds. Before we start, may please remind you that the questions should be related to the agenda item. I now invite shareholders to ask their questions. Please make sure you state your name clearly for the minutes. Moderator, are there any questions from shareholders via the chat or the video connection? Okay. Thank you. We do have a question. No? Okay. Thank you. We now move to agenda Item 2.3. [ Mark Ellman ] the Chair of the Compensation and Human Resource Committee will present the 2025 remuneration report. Mark, please go ahead.

Thank you, David. Ladies and gentlemen, before we ask you to cast your advisory vote on the 2025 remuneration report, I would like to share a summary of what was disclosed in the 2025 report and answer your questions. The report included 4 sections, which described our business and remuneration highlights, our approach for the general population for the nonexecutive directors and for the Executive Director. We'll first look at the remuneration of the nonexecutive directors. For 2025, the cash and share retainers for the different Board and committee memberships remain the same as for 2024, and there were no deviations from the policy during 2025. We are acquired, Aegon paid the employer social security contributions in relation to these board retainers, which are disclosed above its benefits. Before we saw -- because we saw 2 board members leaving during 2025 and 3 new board members, joining the total remuneration for our nonexecutive directors increased from approximately $1.8 million in 2024 to $1.9 million in 2025. Turning to the CEO's remuneration. Mr. Friese's target compensation package for 2025 also remain the same as for 2024. He was allocated EUR 1,365, 000 in base salary and EUR 3.5 million in total compensation without deviations from the policy. This included a short-term incentive of EUR 1,869,000, which was 137% of target on a performance scale with 100% this target and 200% is maximum. This outcome was mostly driven by the above-target results on the financial performance metrics and a maximum result on the weighted average carbon intensity reduction metric. The 2025 remuneration amount did not include the open cycle long-term incentive for 2025 to 2027 yet as the performance period is still ongoing. Looking at the current performance year, Mr. Friese's 2026 compensation package was increased to the market median of Aegon's global peer group, and that's consistent with directors' remuneration policy. The increase consists of 2 changes Mr. Friese's base salary has increased with 8% to EUR 1,474, 000 as part of the annual salary review. The last change to his base salary was 2 years ago in January of 2024 and his target long-term incentive, or LTI, was increased from 175% to 250%. This change was made after consultation of stakeholders and compensation consultants to reflect the change in the scope and complexity of Mr. Friese's role because of Aegon's strategic announcement to become a leading U.S. life and retirement group and move its headquarters -- its head office and legal seats of the U.S. I want to elaborate a little more on the change in scope and the Board's consideration on this topic. This decision to proceed with the preparation of further redomiciliation on top of managing the normal course of business has led to a material increase in both the scope and complexity of Mr. Friese's role as CEO. Following from this increase in scope and complexity, the Board determined it would be appropriate to bring Mr. Friese's remuneration up to the median of our peer group, consistent with the directors' remuneration policy and as originally intended in 2024. To be clear, the long-term incentive is performance-based and further strengthens the alignment of the CEO's compensation with a long-term company shareholder and stakeholder interest and no changes were made to the peer group. Lastly, we disclosed the at-target grant levels of the 3 open cycle long-term incentive plans, of which the first vesting is expected in 2027. Back to you, David.

Thank you, Mark. We will now address the questions regarding Agenda Item 2.3. Moderator, are there any questions from shareholders via the chat or video connection? Okay. Hearing none. Let's move on to the next agenda item. Let me briefly explain how you can vote. Item 2.3 is an advisory vote. The voting app displays the following options: for, against or withheld. After you vote, the display will show your vote. If you want to change your vote, you can do so until the voting is closed. The voting results will be shown at the end of the meeting before any other business. We have now moved to agenda item 2. 4, the approval of the final dividend. Let's go ahead -- and is it related to 2.3. Well, then let's take the question now.

[indiscernible] in the Netherlands. My question relates to Agenda Item 2.2, and I understood that it's still possible to ask my questions. They relate to the sustainability strategy of Aegon. Thank you for the opportunity to ask them virtually. So my first question is that in your 2025 annual report, you state that sustainability remains very important also when Aegon relocates to the U.S. Can you explain how the planned relocation would affect your sustainability oversight and how will you ensure consistency in your ambitions, reporting quality and governance across jurisdictions? And secondly, you're a member of several frameworks and international collaborations, including the Net-Zero Asset Owner Alliance, can you confirm that you will indeed stay a member of these organizations as this would give us some comfort that sustainability ambitions will remain intact. My second topic that I would like to ask about is your climate change target. You've shown very strong progress in the 2030 climate targets. You have clear net 0 ambitions for 2050. Several targets were already met or you're ahead of schedule. How will you ensure that your targets remain sufficiently ambitious? And do you consider expanding their scope to additional asset classes? And the third topic that I would like to ask you about is your customer strategy, you focus on Main Street America. These are middle income households and SMEs that are often underserved in terms of financial advice and retirement preparedness. We recognize this is a good commercial opportunity. It's also an area where you can contribute to improving financial resilience. You have identified financial environment as a sustainability topic currently without a dedicated KPI or differentiation across customer groups. So I have 2 questions. Do you plan to develop such a KPI focusing on financial resilience for middle income households. And secondly, do you plan also to reach more financially vulnerable customers? And for that segment, do you see any risk when it comes to product complexity, limited financial literacy or misselling and how is that being addressed? Thank you very much for your attention.

Thank you for your questions. Lard, please?

Yes. Thank you, David, and thank you very much for being at this meeting again. It's good to see you again. The -- let me take them one by one. So as you've asked them. Does sustainability remain important to Aegon? The answer is yes. As a provider of protection, retirement and investment solutions, we recognize the responsibility to address issues that affect a broader range of stakeholders and influence the future of society, the environment and our business performance and that is also in line with our purpose, helping people live their best lives. So yes, sustainability remains important to us. And we continue to monitor the developments in all geographies where we operate and aim to create genuine value through clear, attainable sustainability goals and an evidence-based transparent and data-driven approach to sustainability. Now pertaining to the question -- the subquestion to the reporting quality, et cetera, as long as Aegon is listed in the European Union, or has a significant presence, Aegon will be subject to CSRD and ESRS and published CSRD compliant annual reports. We intend to continue to report according to the CSRD requirements and obviously follow the standards and the guidance in the current form until any future changes are implemented as you probably know that this is [indiscernible] debated in the European Union itself. Our overall commitment remains to create long-term value for the company and our stakeholders while contributing to a more sustainable future in line with our purpose of helping people live their best lives and to be a fair and inclusive company where our employees can thrive and build business value. When it comes to your second question, that has to do with the targets that we indeed have set out and regularly, by the way, review and update. We believe that our targets are ambitious, yet realistic. They reflect the markets in which we operate and they get us where you want to go in terms of Paris aligned reductions. Our priority in the coming years will be to maintain the achieved reductions while the company focuses on delivering the new strategy communicated at the Capital Markets Day. We are considering the phase-in, as per your question, the phase-in of additional asset classes which may impact potential future updates to the company-wide emission reduction targets. An example of that would be commercial mortgage loans, private credit and private debt and other asset classes. So we are reviewing that as we speak. Then your third question pertained to the financial empowerment. For Aegon financial empowerment is central without the ability to plan, to ensure and invest with confidence, opportunities can remain out of reach for customers and by offering solutions to customers that support financial security and flexibility. We help people make choices that fit their circumstances. In the U.S., Transamerica continued to expand access to protection and retirement solutions for middle-income families, Transamerica's distribution network World Financial Group grew to over 95,000 agents helping more people in Canada and the U.S. gain access to affordable protection, guidance and tools to build financial resilience. In Brazil, our joint venture [indiscernible] launched an initiative to provide life insurance to the country's 18 million residents of the [ favelas ]. Those are often people for whom insurance has not often been an option. The opportunity identified for financial empowerment is highlighted by widespread gaps in protection emergency savings and retirement readiness in Aegon's core market, 68 million households, for instance, in the United States. This signals a meaningful opportunity that we aim to realize through increasing our market share and by growing the customer base, of middle-market families as well as medium-sized companies, by the way, where employees work to make sure that they also have access to appropriate planning for retirement. So we are taking financial empowerment very seriously. We have a lot of tools, availability access that we offer to customers. The specific program I mentioned in Brazil and the [ favelas ] is a very important example of that. But also we're simplifying our product offering also to simplify the issue, meaning that you can have with very few questions through an automated underwriting process, have access to simple products and this all helps and all the toolkits that we offer help people to become financially more empowered. So with that, I would like to get back to you. Mr. Chairman?

Yes, we have one more question.

Can you hear me?

Yes, we can hear you. Thank you.

Very good morning to all of you. [ Farman Evers ], representing the Dutch Shareholder Association. Many thanks for the presentation. Mr. [indiscernible], Mr. Friese presents the redomiciliation to the U.S. as a way to align the company more closely with U.S. life insurers. And my question is, what concrete improvement in capital market positioning? Does the Board expect what operational improvements are still needed for Transamerica to be generally comparable with U.S. peers and how will Aegon measure whether this improved positioning has actually been achieved. Well, then another question, if I may. With the domiciliation, some historic ties are cut, for instance, at least in part with, as mentioned, the [indiscernible], Aegon. I understand that we'll have an extraordinary AGM on this, but please allow me to raise one more general question here now. How does retaining Aegon in Americas as a large shareholder with an approximate 18.4% stake fit with the ambition to make Aegon simpler? More simple and more American and how will Aegon [ preventers position ] from being seen as a protective structure that conflicts with potentially conflicts with the desired U.S. capital market positioning? And does Aegon see the [ framing ] Aegon Americas as a temporary transition structure that eventually would be one [indiscernible] or a permanent shareholder that will remain part of the Aegon Transamerica structure in the longer term? I have a few more questions, but please, I hold it here and if you have more time, please give me the floor again.

Okay. Thank you very much. Lard, would you like to comment? Please. Thank you.

So let me -- Mr. [indiscernible], it's very nice to see you again. Thank you very much for being here. Let me start with the association Aegon. As mentioned by my Chairman earlier in the conversation today, we announced a couple of weeks ago, 2 weeks ago, a change in our relationship with the association Aegon. And while there's many components to it, there are, I think, a couple of things that are pertaining to directly to your question. The first one is the protective element of it. Actually, what we have announced is that the association in the context of an agreement, which has many, many components and under the condition that our stockholders at the AGM would agree with the new bylaws would relinquish its shares B, which are the core component of their protective structure today in combination with the bylaws, voting requirements and thresholds of 2/3 majority. I mean the combination of both would cease to exist at the time that the bylaws that we propose to our stockholders are going to be agreed at the EGM, and we'll discuss that at that point in time. So that's number one. Number two, this make sure -- this actually ensures that the association as a whole becomes a common stockholder, a normal common stockholder like any common stockholder in the company. However, they -- and they own roughly 18%. So they're a large stockholder. But they're a normal stockholder if this all is completed. And that is something that in the U.S. is actually not particularly new. I mean there are many companies that have large anchor stockholders in United States, not only in general in the United States but also in our industry. So having a large normal common stockholder that has a large stake in the company, in this case, 18% roughly, is actually not particularly different. And as a result, basically provides the normal anchor shareholder, if you will, stability for the company moving forward. So for all the remaining details around this, indeed, we will discuss that at the EGM at the right point in time, but I just wanted to make sure that those 2 points came across to you. Then going back to your first question. Transamerica, over the last 6 years, we've done a lot of work to make Transamerica a very strong and well-positioned company. And if you look at the numbers. So the way the company has developed its operating earnings, its capital position, it's commercial momentum, its market position, you will see that step by step over the last 6 years, this has materially improved. And if you look at the last year in 2026, you saw that they were firing in all cylinders. What are the key tenets and foundational elements of success of Transamerica Which are the key launch pad for us moving forward in the U.S.? Number one, it's access to an underserved group of customers in the United States, 68 million households, Middle Market America, average families, average Americans -- the market there is underserved because most of the financial services industry has really focused for decades on the high net worth individuals. That is not the case here. We are really focused on American families, and we have access. We have access through one of the second largest distribution platform in the U.S. with 95,000-plus agents, and that is quite unique, a unique capability. In addition to that, we have a big manufacturing capability of life insurance products, a full range of them, annuity products and a retirement business that is very well positioned also in the middle market of the U.S. We have improved materially our service levels. We have improved our technology platforms materially. And I recall the questions you asked last year on this, if you go back, you see that all those investments that we did because those have been quite material investments, have overall improved materially the company's profile. Final point. We made a clear distinction between what we call financial assets. Those are blocks of business that are low returning, and we aim to decrease the capital employed and shrink those businesses and then reallocate capital to strategic assets that are high returning, and that we've done that over the last 6 years. And if you look at the profile today, the more the majority of capital is now employed in strategic assets, which are higher returning. And as a result, we see that the company is very well positioned to be the -- well, to be the foundation of the future success of the company.

May I raise one follow-up question.

Yes, there was one final point, Mr. [ Evers ], what is needed more for the future? What is needed more for the future is that we aim to shrink those financial asset books and the capital employed and it more -- we have a target for that of EUR 2.1 billion capital employed at the end of 2027 and we are on our way. We are slightly ahead, but there's more work to be done there. And obviously, we will continue to launch new products, continue to build our distribution to make the commercial momentum even stronger and more pronounced than it is today.

Thank you, Lard. Yes, you said you had a follow-up question?

Yes, please, many thanks. Many thanks, Mr. Friese, for answering my question and full support for the strategic direction. You referred to the underserved customers, so that coincides with the World Financial Group. Then I have one follow-up question and also the technology platform and maybe if timeline on the questions on other topics as well. But here to chip in on your response. Within the World Financial Group, agents can earn more compensation, not only by selling products themselves, but also by recruiting new agents, building teams, receiving compensation linked to sales and generated by agents below them in the network. So how does Aegon assess the risk that these incentive structures shift the focus towards recruitment, team growth, sales pressure rather than suitable customer advice. And I'm sure that you want to provide suitable customer advice to the clients of Transamerica. So what controls are in place to ensure that customer interest remains the priority? And how does Aegon check, whether the WFG agents provide customers with sufficient explanation about operation, cost reductions, risks of more complex products, for instance, indexed universal life. So that is a follow-up question. And one more on the technology platform, you referred to that. So then, of course, the world artificial intelligence pops up. That's the big game changer also in the insurance industry. So where does the Board believe Transamerica still lags U.S. peers technologically and what investments are needed to close that gap? And does Aegon have sufficient skill, data, investment capacity to implement AI effectively? And is there a risk that larger U.S. competitors can move faster. So those are follow-up questions. And if time allows, I have some other questions on the U.K. on the financial assets and also on the remuneration, the follow-up.

Okay. Lard, please.

Thank you very much, David. Mr. [indiscernible]. So let's continue indeed the dialogue. On the large network of agents. I think a couple of points are, I think, important to get across to you. The first one is that actually the agents don't make a lot of money on recruiting. So they -- if agents are recruited, they need to pay a small amount of money and that is used to embark them on the platform and to make sure they have access to training manuals and they can actually become licensed. So it's more of a -- it's I think, something like 100 -- a little bit more than $100, $150, I thought, that is to get trained. So it's not that World Financial Group, our distribution company makes money on recruiting. The money is being made by advice and the resulting sales that are conducted -- and then, of course, commissions are being paid, and that's the source of income for the agents. So that's how it works. We have a number of controls in place. First of all, I'd like to point out that World Financial Group, so the distribution company, they do not only sell Transamerica products. It's an open architecture network where also, we work with many other insurance companies. Compliance rules exist in the U.S. to ensure that the products, but also the sales processes are compliant. And one piece of comfort you can take from the model in itself is that you have multiple eyes looking at this, not only our company, but also the other insurance companies that work with this network. That's number one. Number two, all these agents are licensed and those licenses depending on what kind of products they offer, they can have insurance licenses. But if they also advise on investment products, they need to have licenses from the SEC, so security licenses. Those are very tightly controlled by regulators. And that's another, I think, measure that's important. The third measure that I think is an important thing to understand, and it's very different than in Europe is that the products need to be approved by each regulator in each state. So the product is approved by each regulator in each state. Number three, the materials that are being used by the agents for the needs-based analysis that they do, but also the product materials, they can only use product materials that are approved. Now in the agency network, we work with 75 languages. So there is a prolific training in that, but also the use of the materials is prescribed on what they're allowed to use and whatnot. We have -- on top of all this, we have compliance procedures in place. Those compliance procedures are in systems that the agents use to ensure they use the right documentation and that there is also a verification that the documentation has been received by the customer before they are being paid. So there's a lot of checks and balances in place to ensure that this happens. The -- in addition to all that, we have another layer of, let's say, compliance rules and checks and balances that we do. And those are mystery shopping that we do by outside consultants to ensure that the sales practices and the advice practices are suitable and well done. But there's also a reality here. This is a 95,000, 96,000 people organization. So your response to those people that are not observing to the right practices, needs to be 0 tolerance, and we have a 0 tolerance response, meaning that if people do not comply, they're out and that's how we operate this. So this is just to give you a bit of a feel of all the compliance around this. Then your next question is about artificial intelligence technology. We can spend days on this. By the way, it's a fascinating topic. Artificial intelligence is, as we all know, technology that is in great -- is moving and changing with great pace. And as a result, what have we done as a company to deal with this and to capture the benefits, the opportunities but also to protect ourselves on the threat of this new technology. A couple of things. First of all, we created an infrastructure where the tooling, the AI tooling for the various parts of the company can be used in a safe environment so that our customer data is always safe. And that environment is the first thing that we built. The second thing is our approach to it. Some companies focus on one or 2 AI tooling providers. We do not do that. And why not because we don't believe that we can, at this point in time, judge who the winners will be? Will it be anthropic, Will it be OpenAI? Will it be something else or that we just need to be able to work with many different vendors to make sure that we can use the AI tooling that we really require per use case? And that's the environment that we created. That's number one. Number two, adoption. We've done a lot of adoption work to ensure we still do that to train our people in the use of AI tooling. Number three, we have, as an example of that, launched a Warton design special program. Worten is a highly reputed business school in the U.S., where our top 100 leadership has been trained to think about how to manage a genetic processes and how to develop them and how to reinvent a lot of your processes. We have a lot of use cases, and we'll not bother you with all of them, but we do from Brazil to the U.S. to other -- to Spain and Portugal, where we use artificial intelligence capabilities in distribution. We use it in underwriting -- we use it in claims management, and we use it in call centers and in many other areas. And this is something that we spend a lot of time on in the Board meetings. We always do use cases of those to make sure that this technology is followed very closely. There are also, of course, concerns around this technology, particularly around cyber risks, and we have spent a lot of time over the last years to build a very solid and secure cyber risk environment where, of course, with the ascent of this technology, we are stepping up our game and also stepping up our entire response mechanism that we have around cybersecurity. So I would say we're all learning every day in this technology. I'm not pretending that we are ahead of the competition. I think everybody is trying to learn, accelerate, adapt, use it, work with it and make sure that our customers have a better service swifter service and the more bespoke service for them.

Thank you, Lard.

If I may. Yes, your answers are giving more information to shareholders, which is very good. And also, I think the take away some questions we have, and it confirms that you're on the right track. If there's no one else in the queue, I'd like to raise a few more questions. Is that -- this okay?

Yes. Please do. Thank you.

Yes? Okay. On financial assets, derisking on the U.K., the sale of Aegon U.K. for the reinsurance of the old SGUL portfolio, Aegon transferred approximately EUR 800 million of capital to the Americas. My question is, how does Aegon assess the balance between this capital injection and the benefits of the transaction for shareholders. And when should it become clear that this investment has actually created value and which risks remain with Aegon after the reinsurance? So what costs, losses, additional capital injections does Aegon still expect in further reducing old portfolios and risk and when does Aegon consider the runoff of these old risk to be sufficiently completed and should this largely be done before the legal seat and head office are moved to the United States. So that is the questions we have on the de-risking of the portfolio. On Aegon U.K., if I may. The question is why did Aegon choose the consideration and that consists to a large extent of standard live shares rather than a larger cash component and thus Aegon then 15.3% stake as a temporary financial interest and what is the intended exit strategy for Aegon. So those are the questions I like to raise. And if then time allows, I have a question on the remuneration and also for the auditor because Mr. [indiscernible], of course, not present for the sake of it. So either serves the question as well.

And he is available for a question, so we'll be sure to tee him up. So first, Duncan, the first question on SGUL.

Yes. We announced in December a reinsurance transaction on a legacy life insurance block, which you refer to as SGUL. That transaction, if you recall at the time, was executed at a price fairly consistent with our view of the risks of what we would call the economic price which we measure versus the valuation equity of the group. So we took a small charge against the transaction, which indicated that the price we achieved on derisking that portfolio was consistent with our view of the best estimate of that portfolio. However, there have been some legacy funding of that block of business in the U.S., and that required a capital injection, as you pointed out, of roughly 800 million, which we put into the company in the fourth quarter. When we assess that transaction, we compared it against our alternatives, most notably returning that 800 million to shareholders in the form of additional buybacks. And also, we compared it to the funding cost of the 800 million, which, if you recall, we monetized a portion of our shares in ASR to pay for the deal. And on that basis, we concluded that the return we will make on that transaction. via additional free cash flow coming out of Transamerica was just superior than the dividend we were receiving on ASR and also on the improvement in free cash flow per share, we would have achieved had we bought back stock. In terms of the pathway forward, we have a target for 2027. We were slightly ahead of our target as of 2025. We will continue to take action in the coming 2 years to hit the 2027 target which could be a range of what we call unilateral action, which we can do ourselves, bilateral action, which requires some sort of engagement with the customer or further transactions. If we do further transactions, again, we will assess it on exactly the same basis, which is that we would expect the return on investment to be higher than the alternatives of most notably a share buyback.

Okay. Thank you. Lard for AUK.

Thank you. So we launched a strategic review of our ownership in the U.K. business in the context of the decision that we communicated in December to move the group to the U.S. and to focus our ambition on becoming a leader in the U.S. life insurance and retirement market. The key objective of performing a strategic review in the U.K. was to assess number one, whether we were the best long-term owner of that business in the U.K.; and two, the best way to create long-term value for our stockholders. So we were in a process. We had a lot of discussions with a lot of the different people. And as a result, we landed on the deal that we announced, which is a deal with Standard Life, where we combine our business with Standard Life and the consideration for this is a cash consideration of GBP 750 million and then 881.1 million shares. At that time of the announcement, the total value was GBP 2 billion. But if you look at the share price today, of the stake that we will have in that company. It's gone up since the announcement. So actually, it's closer to GBP 2.2 billion right now. Now we are familiar with that structure as you well know. With ASR, we have seen how much value was created if you combine a company that you know very well with another company that you have board seats and that as a result, to protect the stake and as a result, that the synergy extraction that comes in consolidation through in the years of implementation that stockholders can contribute -- our stocks can benefit from that. Now in the U.K., there are also consolidation dynamics. So this deal structure that we have in the U.K., which is just the result of the process that we run. That deal structure will also allow our stockholders to benefit from this in-market consolidation move and the synergies that will be extracted by Standard Life over time. We also have a board seat that we write for a board seat in this transaction as well. The size of the stake is 15.3%. We need to close it first. So we will only get the stake at the time of closing, which we expect to be at the end of this year. And yes, from that point onward, we need to see how the synergies will be extracted over time. When it comes to how much? How do we think about owning these stakes? And as we have said, we're taking the same view here as we have with the ASR stake, which is that we will only consider monetizing the stake. If we believe that the intrinsic value of the combined company is appropriately reflected in the stock price or if we have another opportunity to allocate that capital embedded in the stake and put it to work in an accretive manner. Now for Standard Life, there is a lockup that we agreed with them, and the lockup is agreed as follows: that, first of all, we had to close the transaction. But at that moment of closing, it's a lockup of 18 months or the earlier moment for 18 months that we move our company to the U.S. So it's the earlier of 18 months after closing or a move of our legal seat to the United States. I hope this helps.

That certainly helps. Perhaps a very quick follow-up question. The impact of the sale of the U.K. on the earnings per share, that is something that the shareholders would like to hear. And at the announcement, it was mentioned that the transaction was expected to reduce the group solvency ratio by 5%. Is that a structural impact? Or will it be a temporary impact?

Duncan, please?

That's a structural impact from the disposal of the U.K. business. And then on the earnings per share will partly depend on what we do with the proceeds, which as you recall, we intend to use for a combination of debt reduction and share buybacks.

Okay. Thank you. There are no --

None in the queue? Because then I'd like to raise a question -- I have a question for the auditor. If I may?

Please do. Yes, please proceed.

Okay. So -- and it's a logic component of all the decisions you need to make to you step from IFRS to U.S. GAAP. We understand that, but it has an impact, of course, also for the audit. So my question to Mr. [indiscernible] of EY, which of Aegon's key value drivers could become less visible or presented differently and the U.S. GAAP compared to the IFRS? And what can we expect to receive there and hear there and read there as our shareholders? And how does EY fuel the magnitude of the negative impact of the EUR 550 million from changed nonfinancial assumptions? And does EY see this as a normal update of insurance assumptions or does the [indiscernible] indicated investors should be extra alert on the sensitivity of Aegon's results to manage assumptions? And the third question for the auditor. What additional disclosures does EY believe are needed to prevent emphasis from misreading Aegon's underlying performance during the transition period because that's, of course, always where we need to be more cautious?

Okay. Tom, are you available?

I am available, David. And [indiscernible], good to see you again. Maybe first question on U.S. GAAP versus IFRS, U.S. GAAP is a very different framework than IFRS, of course. I do like to mention that LDTI or the targeted improvements that basically was implemented in the U.S. Thus, in my view, at least, give you also sufficient insights in the performance of the type of products that Aegon sells. So I don't believe that there are specific values that are differently hidden, let's say, once the company moved to U.S. So maybe to start with, but they are very different frameworks. You cannot compare -- and there is -- there were attempts to basically convert the 2 standards but that it will happen. So but I don't think you can compare those 2 [indiscernible]. Secondly, maybe on the assumptions. Assumptions of is, of course, as you can also read our opinion critical for our audit and our employee experts, actuarial experts actually that assist me in the evaluation of the assumptions that the company applies. But also, we look at the controls that the company has put in place over the assumption setting process and the controls are highly effective and I don't think that the assumption change is in the normal course of the business and doesn't worry -- warrant any additional attention of the shareholders. And then your last question, Here, you need to help me. I feel to jot it down so quickly. So what was your first question, [indiscernible]?

Yes. This -- you have the transition period. So what additional disclosures in the U.S. and auditor believe are needed to prevent investors from misreading the underlying performance of Aegon during the transition period.

I think IFRS is a very capable framework. And I think the disclosures as they are sufficient, and I don't think you need additional disclosures as an investor to understand their journey. And I think as pointed out earlier in the presentation of Lard, the company will provide updates along the way in relation to the journey to the U.S. I hope I answer your question, Here. Back to you, David.

Yes, it certainly doesn't. I understand you as an auditor, you have to audit, but as a recommendation from our part in a transition from IFRS to U.S. GAAP and vice versa, not that often, but it happens as well. It's always good to keep an extra keen eye on that not all shareholders can interpret the differences between the 2 large building blocks in terms of financial reporting. So a bit more explanation about how to interpret might be helpful, but from the CFO perspective of Aegon or then from the auditor perspective. So Yes. help the interpretation that will help the [ inspiration ] of the shareholders a lot.

Duncan, please? Do you want to expand?

There will be no deterioration in the insight we provide on the business during the transition period or once we're in the U.S. either. And on the transition from IFRS to U.S. GAAP, we are working on U.S. GAAP now. So there's no explanation to provide because we haven't provided any numbers on U.S. GAAP yet. Once we have those numbers during the course of 2027, we do intend to hold an investor update -- and there, we will, for sure, help investors to understand the movement from one accounting standard to the other.

That is much appreciated. Many things. That will end my questions on agenda 2.2, but 2.3 was already -- had already started. I have just a very short question on that, if I may.

Please proceed.

Yes, the remuneration report. For shareholders, at least in the Netherlands, is common saying that you have to spend money to make money. Hence, my question. Why was a transition expense metric [indiscernible]? For the 2026, 2028, LTI that mainly measures cost control rather than also including a measure on the returns of value creation from the reaction. And the second question, how will Aegon prevent management from being rewarded for executing the move with within budget. Well, it has not yet been established, whether the redomiciliation also creates value for investors because -- like I said, you have to make money as well. And we like, of course, to see that reflected in the LTI considerations as well.

Okay. Thank you. Lard, please.

Thank you for that question. So you're right, we moved to -- from 2 metrics in the LTI, which were total shareholder return and return on regulatory capital, we felt it was critical to have a metric that measures our progress along the way to what is obviously the most important strategic decision we've taken. And so we did spend a lot of time looking at what are the options? And I think you correctly identified this measure could sets an item that is something we can measure. It's something we can control. But we also recognize that we could result in behavior in order to make that metric work. So we are monitoring that. We are briefed on it. Many of the other metrics we considered also had, for example, timing metrics, also had risks of -- that we wanted to mitigate. So we have extensive reviews on a regular basis. We have risk overseeing and reviewing the progress. In terms of the creation of shareholder value, obviously, that's all of what we want to accomplish. And clearly, the element. We'll continue to measure that and -- but to measure an additional valuation measure over and above that, we felt it was more important that we actually had something we could monitor, track and have risk review in order to measure our progress to this very important goal.

All right. Thank you very much. We greatly appreciate your engagement with us here today. We will now move to agenda item 2.4, the approval of the final dividend for 2025. This is a voting item. As indicated in the 2025 annual report, we proposed a final dividend of EUR 0.21 per common share and EUR 0.55 per common share B. If approved and in combination with the interim dividend paid over the first half of 2025. Aegon's total dividend over 2025 will amount to EUR 0.40 per common share and EUR 0.01 per common B. We'll now address your questions with regard to Item 2.4. Moderator, are there any questions from shareholders via the chat or video connection on this agenda item? Okay. There are no questions. Thank you. Let's move to the next topic. We will now move to agenda Item 3.1, the proposal to appoint EY as independent auditor for the annual accounts of 2027. In accordance with the Bermudian legislation, the accountant must be reappointed annually. We ask shareholders today to reappoint EY as the auditor for the 2027 annual accounts. Are there any questions from our shareholders on this topic? Okay. Thank you. We will now move on to agenda item 4, the composition of the Board of Directors. Let me first address all proposals under this agenda item before taking your questions. We propose that Lard Friese's term as Executive Director be extended until the end of the AGM to be held in 2030. This will provide leadership continuity as the company relocates to the U.S. and implements its ambition to become a leading U.S. life insurance and retirement group. More information about Lard is available in the agenda in Annex 1. To allow for the proposed extension of large term it is proposed to alter by law 21.2%. The proposed alteration can be found in the Annex 2 to the agenda. We asked the AGM to the proposal to alter bylaw 21.2 and the extension of the term of Lard as Executive Director until the end of the AGM in 2030. We will now move to agenda item 4.2. We propose to elect Ms. [ Lane Butran ] as Non-Executive Director of the Board of Directors for a term of 4 years until the end of the AGM to be held in 2030. More information about Lane is available in the agenda in Annex 3. We will now address your questions with respect to these proposals. Moderator, are there any questions from shareholders via the chat or video connection? Okay. One moment, we have a question coming in.

Yes. [ Carnes ] from the Dutch Shareholder Association. A question on the change of the bylaw. It's kind of an exceptional issue on the agenda. So the question is, why is it necessary to extend Mr. Friese's term to 2030 now rather than reassessing his performance and the progress on the U.S. repositioning in 2028 when his current term lapses? And second question was the extension to 2030 precondition for retaining Mr. Friese, we like him as a CEO, but you could have waited maybe, but was it precondition? And are additional arrangements made on remuneration, retention departure. Any response to that would be appreciated.

Okay. Thank you. I'll take the first couple of questions. [ Mark], you can comment on any compensation related part of the question. The Board -- well, first of all, with the bylaw change in order to extend his term, it was necessary to alter the bylaws. So the two go hand-in-hand. And so the primary consideration here is continuity of leadership. And the company is undertaking a very complex but yet very important evolution. And to do that, we believe that the Board that it was necessary and it was appropriate to provide for that continuity and that continuity starts with Lard. He has shown great vision and great execution skill and we think it's vitally important that he remain in that job, and it is -- it will be a complex job, not just till '28 at the redomiciliation but beyond that. And so the work to be done now as he assembles the team and moves the team from Amsterdam to the United States, having that singular continuity of leadership was vitally important. So Mark, do you want to comment on any question, any compensation related part of that?

So going forward, the 2024 directors' remuneration policy remains in effect. We are not at this AGM, we are not addressing that. At the as David and Lard has said, we will continue with the process and last the [ EGM ] to make some additional bylaw changes. And as we said before, adopt an Omnibus share plan, which is very customary in the U.S. But no changes have been decided today. If there are changes in the future, we will disclose those appropriately. David?

One question on the last remark. Is any outreach done to shareholders on those in the preparation of the [ EGM ] and in other words, we would certainly like to be included and we understand that it's going to be a U.S. firm. So the Dutch culture will change a bit, but I think it's good not to have any surprises at the EGM. And to reach out to shareholders in advance might be helpful from both angles.

I'll jump in, but you can finish [indiscernible]. We would like no surprises as well. We would certainly reach out -- expect shareholder engagement. We would -- this will be totally transparent in the lead up to the AGM.

Completely agree with that, and we look forward to engaging with all of our shareholders on this very, very important undertaking that the company is going through. So we will be available, as I said earlier, our Investor Relations team will be available, and we will make ourselves available to shareholders that want to talk about all of the important aspects to this. So thank you. We really appreciate that question.

That's terrific. Okay. Thank you very much for that question. We're going to now move to agenda item 5. The exclusion of preemptive rights and the acquisition of shares. Let me briefly cover all 3 proposals in Item 5 before taking your questions. We propose that shareholders authorize the Board of Directors to restrict or exclude preemptive rights in connection with the issuance and of common shares of less than 10% of the company's issued share capital as described in the agenda. Upon adoption, this resolution will replace the authorization granted at the 2025 AGM and the proposed authorization will allow the Board of Directors to be flexible and to react quickly to circumstances that require the issuance of common shares. Now we'll move to agenda Item 5.2. We proposed that shareholders authorize the Board of Directors to restrict or exclude preemptive rights in connection with the rights issue in excess of 10% of the company's issued share capital as described in the agenda. Upon adoption, this resolution will replace the authorization granted at the 2025 AGM. The proposed authorization will allow the Board of Directors to be flexible and to react quickly to circumstances that require the issuance of common shares. The Board will only use its authority for such issuance to protect the company in exceptional circumstances of financial distress. And lastly, we proposed that shareholders authorize the Board of Directors to acquire shares in the company. The number of shares that may be so acquired will not exceed 10% of Aegon's issued share capital at the time the authorization is used. Common shares and common shares B may only be acquired at a price not higher than 10% above the actual market value of the shares immediately prior to the acquisition and provided that the number of shares Aegon may at any time hold in its capital may not exceed 10% of its issued share capital at the time the authorization is used. Upon adoption, this resolution will replace the authorization granted at the 2025 AGM. We will now address questions for agenda items 5.1, 5.2 and 5.3. Are there any questions from shareholders via the chat or video connection? There are no questions. Thank you. Item 5 was the last voting item on the agenda. Within a few moments, we will close the live voting. Please submit your votes and do that now if you haven't already done so. [Voting]

The voting is now closed. Within a few moments, we will show the voting results for the agenda items. On your screen, you now see the voting results for each agenda item. I establish that the meeting has granted an advisory vote in favor of the remuneration report for 2025 and approve the final dividend for 2025. I further established that the meeting has appointed EY as the independent auditor for the annual accounts of 2027. I establish that the meeting has approved the alteration of bylaw 21.2 and the extension of large term as Executive Director of the Board of Directors until the end of the AGM of 2030. I further establish that the meeting has elected Lane as Non-Executive Director of Aegon's Board of Directors until the end of the AGM in 2030. Lastly, I establish that the meeting has authorized the Board of Directors to restrict or exclude preemptive rights in connection with the issuance of common shares and to acquire shares in the company. We now move to agenda Item 6, any other business. Before we come to the conclusion of the meeting, I would like to ask if there are any other business to be brought before the meeting. If there are no further topics to be addressed, we will move to close the meeting. I would like to congratulate [ Lane ] for her election to the Board of Directors, congratulations and welcome. We look forward to your participation. I would also like to congratulate Lard on the extension of his term. The Board has full confidence that you, together with the executive committee and your colleagues across the company will continue to execute Aegon's strategy with discipline, consistency and pace creating sustainable long-term value for all stakeholders. And the last note before we officially close the meeting, I would like to thank both [indiscernible] for their valuable insights the many important contributions over the past years and for their commitment to Aegon. We wish you both all the best for the future. Ladies and gentlemen, this concludes Aegon's 2026 Annual General Meeting of Shareholders. On behalf of the Board of Directors, I would like to thank you very much for your attendance and your continued support. I now close the meeting.