AEGON LTD

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM

20-F

(Mark One)

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REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR(g) OF THE

OR

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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

For the fiscal year ended December 31,2023

OR

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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

For the transition period from

to

OR

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SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

Commission file number

1-10882

(Exact name of Registrant as specified in its charter)

Not Applicable

(Translation of Registrant’s name into English)

Bermuda

(Jurisdiction of incorporation or organization)

Aegonplein 50, PO Box 85,2501 CB The Hague, The Netherlands

(Address of principal executive offices)

J.H.P.M. van Rossum

Executive Vice President and Head of Corporate Financial Center

Aegonplein 50,2501 CB The Hague, The Netherlands

+31-70-3445458

Jurgen.vanRossum@aegon.com

(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not applicable

(Title of Class)

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Not applicable

(Title of Class)

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

1,814,726,912 common shares and 389,759,240 common shares B

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the

preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to

Rule 405 of Regulation

S-T

(§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the

registrant was required to submit such files).

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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

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See definition of “large accelerated filer, “accelerated filer,” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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Large accelerated filer

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Accelerated filer

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Non-accelerated

filer

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Emerging growth company

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial

accounting standards

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provided pursuant to Section 13(a) of the Exchange Act.

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†

The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards

Board to its Accounting Standards Codification after April 5, 2012.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness

of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b))

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during the relevant recovery period pursuant to § 240.10D-1(b).

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U.S. GAAP

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International Financial Reporting Standards as issued by the International Accounting Standards Board

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Item 17

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Item 18

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule

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of the Exchange Act).

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☒ aegon Helping people live their best lives Annual Report on Form 20-F 2023

Cross reference table Form 20-F

Our purpose

People are living longer, and we welcome the possibilities this brings. We see longevity, aging, and changing life patterns as an opportunity for our customers, our employees, and society as a whole.

As recently as the late 20th century, life consisted of three stages: 20 years of education, 40 years of work, and a short retirement of 15-20 years. Since then, life expectancy has increased globally. This trend is forcing us to rethink what life should look like: when we study, work, take breaks, and switch careers. The idea of a standard path no longer applies; there are as many options as there are lives.

Longer lifespans bring new challenges. But they are also keeping people younger for longer. The old associations with aging – of frailty and inactivity – are being replaced by the expectation that the years after 60 can be the most rewarding. This coincides with a growing awareness of the earth’s finite resources: people are increasingly using their extra time on this planet to find ways to make a positive impact.

Financial services customers are looking to companies to support them in living longer, more varied lives while enabling them to contribute to a better world. At Aegon, we aim to support society’s transition from the traditional three-stage life to a multi-stage life, so that people from all walks of life can make the most of their time on earth. That is why, across our businesses, we are guided and united by a single, clear purpose:

Helping people live their best lives.

Contents 2 About Aegon 6 CEO interview 9 Our strategy 39 Governance and risk management 40 Boards and Governance 79 Risk management 91 Regulation and supervision 97 Financial information 102 Results of operations 122 Financial statements 394 Business overviews 455 Sustainability information 456 Basis of preparation 461 Our material topics 483 Our commitments

About Aegon

Welcome to Aegon’s Annual Report on Form 20-F

This is Aegon’s Annual Report on Form 20-F for the year ended December 31, 2023. This report outlines our business environment and material topics and how we address these through our purpose, vision, and strategy, to steer our business and create long-term value for our stakeholders. The report also contains the 2023 consolidated financial statements and standalone financial statements of Aegon Ltd. (from page 122).

This document contains Aegon’s Annual Report as filed on Form 20-F (also referred to in this document as “Annual Report”) with the United States Securities and Exchange Commission (SEC).

We have prepared the Annual Report on Form 20-F in accordance with requirements of the U.S. Securities and Exchange Commission and the International Financial Reporting Standards, as issued by the IASB.

Aegon prepares its consolidated financial statements in accordance with IFRS and with Part 9 of Book 2 of the Netherlands Civil Code for purposes of reporting with the SEC, including financial information contained in this Annual Report on Form 20-F. Aegon’s accounting policies and its use of various options under IFRS are described in note 2 to the consolidated financial statements.

Other than for SEC reporting, Aegon prepared its Annual Accounts under International Financial Reporting Standards as adopted by the European Union, including the decisions Aegon made with regard to the options available under International Financial Reporting Standards as adopted by the EU(EU-IFRS). EU-IFRS differs from IFRS in respect of certain paragraphs in IAS 39 “Financial Instruments: Recognition and Measurement” regarding hedge accounting for portfolio hedges of interest rate risk. Under EU-IFRS, Aegon applies fair value hedge accounting for portfolio hedges of interest rate risk (fair value macro hedges) in accordance with the EU “carve out” version of IAS 39. Under IFRS, hedge accounting for fair value macro hedges cannot be applied to mortgage loans and ineffectiveness arises whenever the revised estimate of the amount of cash flows in scheduled time buckets is either more or less than the original designated amount of that bucket.

This information is prepared by revising the hedge accounting impacts that are applied under the EU “carve out” version of IAS 39. Financial information under IFRS accordingly does not take account of the possibility that had Aegon applied IFRS as its primary accounting framework it might have applied alternative hedge strategies where those alternative hedge strategies could have qualified for IFRS compliant hedge accounting. These decisions could have resulted in different shareholders’ equity and net income amounts compared to those indicated in this Annual Report on Form 20-F.

Due to the completion of the sale of Aegon the Netherlands as per July 4, 2023 the EU “carve out” is no longer applied by Aegon as of that date.

A reconciliation between EU-IFRS and IFRS is included in note 2.1 to the consolidated financial statements.

This Annual Report on Form 20-F includes the followingnon-IFRS financial measure: operating result and addressable expenses. The reconciliation of operating result to the most comparable IFRS measure is presented in note 5 ‘Segment information’ of the consolidated financial statements. Operating result is calculated by consolidating on a proportionate basis the revenues and expenses of Aegon’s joint ventures in Brazil, China, India, the Netherlands, Portugal and Spain and Aegon’s associates in France, the Netherlands and United Kingdom. The information on the following tables also includes thenon-IFRS financial measure operating result after tax. This is theafter-tax equivalent of operating result. The reconciliation of addressable expenses to operating expenses, the most comparable IFRS measure, is presented in the section Results of Operations. Operating expenses are all expenses associated with selling and administrative activities (excluding commissions). This includes certain expenses recorded in other charges for segment reporting, including restructuring charges. Addressable expenses are calculated by excluding the following items from operating expenses: direct variable acquisition expenses, restructuring expenses (including expenses related to the operational improvement plan), and expenses related to acquisitions and disposals. Addressable expenses are reported on a constant currency basis.

This report also conforms to Bermudian laws and regulations. As of December 31, 2023, Aegon qualified as anon-residential company under the Dutch Act on Non-Residential Companies. Consequently, this report has been drawn up in line with the requirements laid down in Part 9 Book 2 of the Dutch Civil Code.

Throughout this document, Aegon Limited (Ltd.) is also referred to as either “Aegon” or “the company”. For the purposes of this report, “member companies” shall mean, with respect to Aegon Ltd., those companies consolidated in accordance with applicable Dutch and Bermudian legislation relating to consolidated accounts.

References to “NYSE” and “SEC” relate to the New York Stock Exchange and the U.S. Securities and Exchange Commission respectively. Aegon uses “EUR” and “euro” when referring to the lawful currency of European Monetary Union member states; “USD” and “US dollar” when referring to the lawful currency of the United States, and “GBP”, “UK pound”, and “pound sterling” when referring to the lawful currency of the United Kingdom.

If you have comments or suggestions about this report, please contact our headquarters in The Hague, the Netherlands. Contact details may be found on page 512.

About Aegon Governance and risk management Financial information Sustainability information

Who we are

Aegon is an international financial services group with its roots dating back almost 180 years to the first half of the 19th century. Our ambition is to build leading businesses that offer their customers investment, protection, and retirement solutions, always with a clear purpose:

Helping people live their best lives.

This commitment requires a sustainable, future-oriented business that actively considers all stakeholders, including our customers, employees, investors, business partners, and society at large. Our headquarters are located in The Hague, the Netherlands, while the legal seat of the holding company, Aegon Ltd., has been located in Hamilton, Bermuda, since September 30, 2023.

Business overview

Aegon’s portfolio of businesses includes fully owned businesses in the United States and United Kingdom and a global asset manager. Aegon also has insurance joint-ventures in Spain & Portugal, China, and Brazil and asset management partnerships in France and China, and owns a Bermuda-based life insurer, as well as an almost 30% strategic shareholding in the Dutch insurance company, a.s.r.

Aegon allocates capital towards profitable opportunities in its chosen markets, and we leverage the talent, knowledge, processes, and technologies of our different businesses. We derive our revenues and earnings from insurance premiums, investment returns, fees, and commissions. We are growing our direct and affiliated distribution capabilities to engage with customers directly.

2 | Annual Report on Form 20-F 2023

About Aegon

Aegon’s fully owned businesses

In North America, Aegon operates primarily under two brands: Transamerica in the United States (US) and World Financial Group (WFG) in the US and Canada. Transamerica has two divisions, Workplace Solutions and Individual Solutions. Workplace Solutions offers retirement plan recordkeeping, advisory services, employee benefits, group annuities, collective investment trusts, health savings and flexible savings accounts, individual retirement accounts, and stable value solutions to employers and their employees. Transamerica’s Individual Solutions division offers life insurance, annuities, and mutual funds to retail customers via various distribution channels, including WFG. WFG is an affiliated insurance distribution network of around 74,000 independent agents located across the US and Canada, focused on the distribution of life insurance products to middle-income households.

In the United Kingdom, Aegon is a market-leading investment platform, providing a broad range of investment and retirement solutions to individuals, advisers, and employers. Aegon UK serves its customers through a combination of workplace and retail financial advisers.

Aegon Asset Management (Aegon AM) is an active global investment management business with EUR 305 billion in assets under management for a global client base consisting of pension plans, public funds, insurance companies (including Aegon’s subsidiaries and partnerships), banks, wealth managers, family offices, and foundations. Aegon AM owns 49% of Aegon-Industrial Fund Management Company, a Shanghai-based asset manager offering mutual funds, segregated accounts and advisory services in China. In France, Aegon AM owns 25% of La Banque Postal Asset Management.

Aegon’s partnerships

Aegon creates value through its partnerships by combining strong local partners with Aegon’s international expertise.

In Spain & Portugal, Aegon has a strategic partnership with Banco Santander to distribute life, health, andnon-life insurance products through the bank’s branches, with Aegon owning a 51% stake in the joint venture. Aegon Spain’s own distribution channel offers life insurance, health insurance, and pension products.

In China, Aegon owns a 50% stake in Aegon THTF Life Insurance Company, which offers life insurance solutions through a network of branches, primarily in eastern China.

In Brazil, Aegon has a 59.2% economic interest, and 50% of voting common shares, in Mongeral Aegon Group (MAG Seguros), the country’s third-largest independent life insurer. MAG Seguros offers individual protection solutions. Together with Banco Cooperativo do Brasil (Bancoob), MAG Seguros also operates a joint venture company dedicated to providing life insurance and pension products within the Sicoob, Brazil’s largest cooperative financial system.

In July 2023, Aegon completed the transaction to combine its Dutch pension, life andnon-life insurance, banking, and mortgage origination activities with a.s.r. The completion of the transaction also marked the beginning of Aegon’s asset management partnership with a.s.r. As part of the transaction, Aegon received EUR 2.2 billion in cash proceeds and a 29.99% strategic shareholding in a.s.r.

Further information on our businesses can be found in the business overview section on pages 9 and 10 of this report.

About Aegon Governance and risk management Financial information Sustainability information

2023 milestones

4 | Annual Report on Form 20-F 2023

● About Aegon Q3 Aegon completes the combination of its Dutch pension, life andnon-life insurance, banking, and mortgage origination activities with a.s.r. and begins its asset management partnership with a.s.r. ● Aegon announces a EUR 1.5 billion share buyback program, following the completion of the transaction with a.s.r. ● Aegon Asset Management and La Banque Postale extend their partnership to 2035 via their joint venture, La Banque Postale Asset Management (LBP AM), and complete the acquisition of La Financière de l’Échiquier, a French asset manager. ● Aegon announces the sale of its 56% stake in its joint venture in India, Aegon Life Insurance Company, to Bandhan Financial Holdings Limited. ● Aegon increases its economic interest in its Brazilian joint venture, Mongeral Aegon Group, to 59.2%. ● Aegon UK extends its partnership with Nationwide Building Society (NBS) to support its strategy to be the leading digital platform provider in the workplace and retail markets. ● Aegon completes itsre-domiciliation to Bermuda, as a result the company became a Bermuda entity: Aegon Ltd. ● Aegon UK is accepted as a signatory to the Financial Reporting Council’s UK Stewardship Code. Q4 ● Aegon’s group supervision transfers to the Bermuda Monetary Authority (BMA). ● Aegon announces its intention to move its headquarters to the World Trade Center office complex at Schiphol Airport, which aligns with Aegon’s identity as an internationally operating financial services company. ● Aegon celebrates 40 years listed on Euronext Amsterdam with gong ceremony at Euronext. ● a.s.r. and Aegon combine art collections to form Stichting Kunst & Historisch Bezit a.s.r. & Aegon. Annual Report on Form 20-F 2023 | 5

About Aegon Governance and risk management Financial information Sustainability information Lard Friese CEO Aegon Ltd. Positioned to build market leaders In 2023, Aegon completed significant steps in its transformation to create leading businesses in investment, protection, and retirement solutions. We also revealed our plans to accelerate the execution of our strategy as we entered a new chapter in our transformation. 6 | Annual Report on Form 20-F 2023

About Aegon

Aegon took major steps in its transformation in 2023. How do you look back on the year?

It was a historic year for Aegon. While we made progress in several areas, three events stand out to me as major milestones.

First, we closed the transaction to combine our Dutch pension, life andnon-life insurance, banking, and mortgage origination activities with a.s.r. In doing so, we created a leading Dutch insurance company, in which we now own an almost 30% strategic shareholding. As part of that transaction, we also began a long-term asset management partnership with a.s.r., further strengthening the leading position of Aegon Asset Management in Alternative Fixed Income and Retirement Investment Solutions in the Netherlands.

In September, we took the historic step of redomiciling our legal seat to Bermuda, while maintaining our headquarters in the Netherlands and remaining a Dutch tax resident. Following the transaction with a.s.r., Aegon no longer had a regulated insurance entity in the Netherlands. This meant that we needed a new group supervisor. Following discussions in our college of supervisors, one of the existing members, the Bermuda Monetary Authority, informed Aegon that it would assume this role if the company moved its legal domicile to Bermuda.

Finally, we held our Capital Markets Day in London, where we presented our strategy for Transamerica to focus on the American middle market, and outlined our plans and financial targets for the next three years as we work toward our ambition to create leading businesses in investment, protection, and retirement solutions.

In another volatile year, how did Aegon navigate the changing market landscape for its stakeholders?

2023 was marked by widespread volatility across the global economy. We saw continued high inflation and rising interest rates, coupled with increased geopolitical instability, from the continued Russian war of aggression against Ukraine to the global energy crisis, and the war between Israel and Hamas.

These events had a direct impact on our stakeholders. Around the world, ordinary households felt the effects of rising living costs and increased financial uncertainty. Moreover, they took place against the backdrop of a society that is living longer and, at the same time, becoming more attuned to challenges such as climate change and inequality.

In this climate of heightened uncertainty, Aegon has continued to do what it does best. This includes navigating the uncertain financial landscape to deliver robust returns for our investors, and also taking steps to help all our stakeholders – whether they are our customers, employees, or local communities – live their best lives.

Reflecting on our financial performance, I’m extremely proud of what we achieved in 2023.

Throughout a year characterized in many places by geopolitical upheaval and economic uncertainty, we maintained a solid commercial momentum, driven by strong performances in our US business, Transamerica, our UK workplace business, and our joint ventures in Brazil and China.

We exceeded our guidance on operating capital generation (OCG) for 2023, with a final result of EUR 1,280 million; our business units remained well capitalized; and we maintained a strong holding company cash position. Our free cash flow amounted to EUR 715 million for the year, enabling us to exceed our guidance for 2023.

2023 also saw us report for the first time under the new IFRS 17 standard. Our operating result for the year was EUR 1,498 million, down from EUR 1,802 million in 2022. This reflectedone-time benefits in the previous year, as well as the impact of management actions, such as those announced at our 2023 Capital Markets Day. OCG continues to be the primary lens by which we evaluate our business performance and steer the company.

At the same time, we continued to offer our shareholders attractive capital distributions. As of December 31, 2023, we had completed 54% of our current EUR 1.5 billion share buyback program, and we have proposed a final dividend of 16 cents per share. On this basis, the total dividend paid for the full year 2023 will be 30 cents per share, in line with our target.

What does the next chapter in Aegon’s transformation entail?

A key strategic focus is to ensure that our largest business, Transamerica, reaches its full potential. We are accelerating the company’s growth to build America’s leading middle-market life insurance and retirement company. To achieve this, Transamerica will continue to develop World Financial Group (WFG), its affiliated insurance agency of approximately 74,000 independent agents. We will also invest in Transamerica’s product manufacturing capabilities and operating model to provide a better customer experience and increase sales.

About Aegon Governance and risk management Financial information Sustainability information

In addition, we will strengthen Aegon’s UK and our global asset management business and support them in their journeys to build leadership positions. We will also continue to invest in the growth of our various insurance and asset management partnerships.

I am proud that, throughout this period of significant change, we continued to deliver on our purpose of Helping people live their best lives. Key to this has been strengthening the support we provide to our customers, including with the expansion of our product portfolio offered by our US business, Transamerica, as well as a new customer-facing system introduced by Aegon UK.

What other achievements stand out for you?

At the same time, we maintained our solid commercial performance throughout 2023, particularly in our US business, Transamerica. I should add that our good commercial performance, and our solid and consistent capital generation, allowed us to deliver the strong capital return to our shareholders.

This performance, together with the important steps we took in 2023, has given us a solid foundation to continue with the next chapter of our transformation. I would like to thank my colleagues for all of their hard work and dedication which enabled us to achieve so much during these eventful 12 months.

How do the steps Aegon is taking align with the company’s sustainability ambitions?

At Aegon, we believe that sustainability is key to creating a fair and healthy society and getting the best long term results for our customers - enabling them to live their best lives. In 2023, we continued to make progress with ournet-zero commitments and our broader sustainability plans. In June, we announced an additional climate goal to reduce the carbon intensity of our directly held real estate investments. We are also taking steps to improve our own climate impact by addressing our operational footprint. And, alongside our range of products offering competitive investment returns, we also increasingly offer responsible investment options for clients wishing to incorporate sustainability into their investment strategy.

Meanwhile, inclusion and diversity (I&D) continues to be an important focus for the company and its stakeholders. It is also an area where we can make an overall positive difference, both as an employer and as a partner in our local communities.

In 2023, Aegon donated more than EUR 7.5 million to community projects to promote financial and social inclusion. In the same spirit, thousands of our colleagues gave their time to good causes in their local communities as part of Aegon’s inaugural company-wide Force for Good Day in May.

I also believe that, as a major financial services company, Aegon has a wider responsibility to help those in need around the world whenever and wherever we can. With this in mind, we donated to relief efforts following the earthquake in Turkey and Syria, and the devastating wildfire in Maui, Hawaii.

What does 2024 hold for Aegon?

2023 was an important year in which we took great steps forward together as a company, but there will be more to come in 2024. I am confident that Aegon now has a robust corporate structure that will enable us to build market-leading businesses. We also have the financial flexibility to invest where we see opportunities for growth. Together with the talent we have across all our businesses, this means that we can remain fully focused on delivering value to all our customers, shareholders, and other stakeholders during 2024.

8 | Annual Report on Form 20-F 2023

Our strategy How we execute our purpose and vision At Aegon, we are taking steps to strengthen our business in the face of our changing business environment and the evolving needs and expectations of our stakeholders. We aim to give people the confidence and flexibility to live their best lives and contribute to a better world. As we work to realize our vision to create leading businesses in investment, protection, and retirement solutions, our strategy also considers the opportunities and challenges our stakeholders face in today’s evolving financial services landscape. Annual Report on Form 20-F 2023 | 9

About Aegon Governance and risk management Financial information Sustainability information

Guided by our purpose

Our purpose of Helping people live their best lives guides how we engage with both our customers and our wider stakeholder community. We aim to maximize value for all stakeholders by enabling them to seize the opportunities presented by a changing demographic landscape, and to join us in shaping a healthy, equitable world. This approach provides the foundation for Aegon’s vision and strategy, as well as all subsequent business planning and decision-making.

Our solutions for investment, protection, and retirement are designed to help our customers make the most of a longer, multi-stage life and make the right choices for their future. For our workforce, we aim to foster apurpose-led, inclusive culture that leads to rewarding and fulfilling career opportunities. With our suppliers and business partners, we seek to cultivate strong, respectful relationships that enable them to support our customers. For our investors, we focus our efforts on generating predictable, competitive returns. In addition to addressing the needs and expectations of our immediate stakeholders, we seek to have a positive impact on the world around us through our integrated sustainability approach. This includes our long-standing focus on responsible investing, ournet-zero commitment, and our focus on fostering a fair and inclusive company.

Building on our strengths

One of our most important resources at Aegon is the deep knowledge and expertise of our global workforce. Across all our businesses and partnerships, we have a clearly defined workforce strategy and culture that aims to attract, preserve, and develop the talent we have within our company. We leverage business synergies across our company and our different markets; for example, through the strong links between businesses that we want to grow and our global asset manager. Similarly, the asset management teams strive to deliver strong investment returns, to support the sound and effective management of the large back books associated with our businesses inrun-off.

Aegon supports this strategy at the holding company level by outlining strategy, allocating capital, defining risk appetite, setting targets, and driving strategy implementation. We also take a centralized approach to determining functional mandates, setting policies and frameworks, and providing shareholder services. In tandem with this, Aegon’s businesses develop local strategies and operating plans within the company’s strategic framework and ensure their implementation.

Clear strategic focus, executed through our businesses and partnerships

Since 2020, Aegon has been taking structured steps to become a more focused company with an improved operational performance, a stronger balance sheet, and an enhanced risk profile. The 2023 completion of the combination with a.s.r. concluded the first chapter

Investment proposition

of Aegon’s transformation journey, enabling us to accelerate the execution of our strategy.

In the Americas, Transamerica, the largest of Aegon’s businesses, is a leading provider of life insurance, retirement, and investment solutions, serving millions of customers with a strong track record of making financial services available to a broad range of customers. We aim to build on this inclusive approach to accelerate Transamerica’s growth and build America’s leading middle-market life insurance and retirement company. Representing approximately 68 million middle-income households, this rapidly growing market is the largest in the US, but it remains relatively underserved by the financial services industry. Transamerica is well positioned to seize the opportunities in this market through its Individual Solutions and Workplace Solutions business lines. Within these business lines, we distinguish between Strategic and Financial Assets. The capital allocation approach centers on the reallocation of capital from Financial Assets to Strategic Assets.

Strategic Assets are businesses with a greater potential for an attractive return on capital, and where Aegon is well positioned for growth. We invest in profitable growth by expanding our customer base with a focus on providing middle-income retail customers with selected life insurance and investment products based on two strategic focus areas. First, Transamerica will invest further in World Financial Group (WFG), its affiliated insurance distribution network of approximately 74,000 independent agents, with plans to grow the number of WFG agents to 110,000 by 2027 while at the same time improving agent productivity. In addition, Transamerica will invest in its product manufacturing capabilities and operating model to position its individual life insurance business for further growth, with distribution through both WFG and third parties.

10 | Annual Report on Form 20-F 2023

Our strategy

In Transamerica’s Workplace Solutions division, we aim to increase earnings onin-force from the retirement business to between USD 275 million and USD 300 million by 2027. The retirement business provides recordkeeping, administration and investment services for defined contribution, defined benefit andnon-qualified plans, and advice to plan participants and retirement investors. It focuses onmid-market participants and the pooled plan solutions market in the US. Transamerica is also growing its offering of ancillary products and services to plans, participants and retirement investors.

The US Financial Assets are blocks of business that are capital-intensive with relatively low returns on the capital employed. New sales for these blocks are limited and focused on products with higher returns and a moderate risk profile. We aim to maximize the value of these businesses through disciplined risk management and capital management actions. These businesses include Fixed and Variable Annuities with interest rate sensitive riders, and a stand-alone long-term care insurance portfolio. Sincemid-2023, the legacy Universal Life portfolio and Single Premium Group Annuities (SPGA) have been added as Financial Assets.

Inthe United Kingdom, Aegon focuses on providing pension, savings and investment solutions for over 4 million customers, working with financial advisers and employers. Aegon UK is the UK’s largest investment platform, providing workplace pension schemes to over 9,000 employers. In the UK, we aim to sharpen our competitive edge by improving the digital experience for customers, advisers, and employers. In August, Aegon announced an extension of its strategic partnership with Nationwide Building Society (NBS), under which NBS’ financial planning teams will move to Aegon UK. In addition, Aegon UK will continue to provide the platform on which NBS members manage their investments.

Our global asset manager, Aegon Asset Management (Aegon AM) is also an important contributor to our strategy, and we aim to drive its growth and improve profitability. We are implementing a new global technology platform to reduce costs and make Aegon AM more client-focused and scalable. Leveraging our global brand and a global operating platform, Aegon AM operates through Aegon’s local subsidiaries and partnerships, as well as independently in Germany and Hungary. In China, Aegon AM owns 49% of Aegon-Industrial Fund Management Company, an asset manager offering mutual funds, segregated accounts, and advisory services. In France, Aegon AM owns 25% of La Banque Postal Asset Management (LBP AM). In July 2023, Aegon AM and La Banque Postale announced an extension of their asset management joint venture in LBP AM through 2035. Aegon AM participated in LBP AM’s capital raising to support the acquisition of La Financière de l’Échiquier, which will consolidate LBP AM’s market position. Furthermore,

the completion of the transaction with a.s.r. marks the beginning of the related asset management partnership with a.s.r. The partnership will strengthen Aegon AM’s position as a provider of distinct capabilities in retirement-related investment solutions, alternative fixed income investments, and responsible investing.

Aegon will also continue to expand its strong partnership businesses by making the most of their scale and untapped potential. In Spain & Portugal, we will continue to grow the business through our long-standing bancassurance partnership with Banco Santander. We will also invest further in China and Brazil, where we aim to generate growing volumes and earnings, including by expanding distribution. Aegon announced in Q3 that it increased its economic stake in the local joint venture in Brazil to 59.2% to underline its commitment to this market.

Inthe Netherlands, Aegon completed the transaction to combine its Dutch pension, life andnon-life insurance, banking, and mortgage origination activities with a.s.r. in July 2023. As part of the transaction, Aegon received EUR 2.2 billion in cash proceeds and a 29.99% stake in a.s.r. Aegon outlined the framework for its almost 30% shareholding at its June 2023 Capital Markets Day. In principle, Aegon will hold the stake until the a.s.r. share price reflects the intrinsic value, unless value-creating opportunities present themselves.

Transamerica Life (Bermuda), Aegon’s provider of life insurance products and services to affluent andhigh-net-worth individuals predominantly in Asia and beyond, is managed as a Financial Asset to maximize value and free up excess capital. Its universal life portfolio was internally reinsured to Transamerica in 2022.

A clear model for achieving our vision

We aim to create a resilient, future-fit business: a well-managed and well-respected company that delivers value for its stakeholders, including attractive capital returns to shareholders. While our strategy directly supports this vision, our ambition goes beyond operational or financial performance, as we also aim to have a positive impact on society and the environment.

Achieving this overall vision will involve building on our existing strengths; first and foremost, our proven ability to operate trusted brands and leading retirement platforms in our chosen markets. Aegon provides advanced retirement and asset management solutions, and life insurance and protection products. We deliver these by leveraging our strong foundations in large established markets, as well as in under-penetrated, growing markets.

With this approach, Aegon is well placed to benefit from favorable structural trends and create leading businesses

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in locations where demographic realities require customers to save more. In all our businesses, our customers are the starting point for the development of our financial solutions, and we proactively assess their needs and develop products and services to suit. We then estimate and price the risk to us as a provider. After branding, our products and services are distributed through intermediaries, which include brokers, banks, and financial advisers, or marketed directly to customers.

In exchange for Aegon’s products and services, our customers pay fees or premiums to our businesses, or make deposits on certain pension, savings, and investment products. We earn returns for our customers by investing these premiums and paying out claims and benefits to address the promises and guarantees associated with our insurance products. Fornon-insurance products such as retirement plans or saving deposits, customers make withdrawals based onpre-agreed terms and conditions. We use the remaining funds to cover our expenses, support new investments, and return profits to our shareholders.

Aegon’s 23.9-million-strong customer base provides a robust foundation from which to expand and develop the business. As a diversified international company, we have the reach to deliver our propositions to a broad range of customers, who will increasingly benefit from more sophisticated and tailored digital services and advice. Our global, integrated asset management business is also an important driver of our continued success, enabling us to grow our share of the overall Assets under Administration over time.

Value-creating capital allocation

Aegon operates a focused business portfolio to deliver success for the company and its stakeholders on the way to realizing its vision. Through our fully owned businesses and partnerships, we strive to be seen as a leader that offers contemporary propositions and outstanding, digitally enabled customer service.

In the US, Aegon’s capital allocation approach centers on reallocating capital from Financial Assets to Strategic Assets. Since the 2020 Aegon Capital Markets Day, USD 1.5 billion has been released from Financial Assets, and we will continue to reduce our exposure to Financial Assets and improve the quantity and quality of our capital generation in the coming years. Additional management actions aim to release another USD 1.2 billion of capital through 2027. The financial flexibility this creates will be prioritized to further reduce exposure to Financial Assets to support additional investment in Strategic Assets.

In April 2023, Aegon UK announced the sale of its UK individual protection book to Royal London. Aegon UK initially reinsured the portfolio to Royal London, and will ultimately transfer legal ownership to Royal London through a Part VII transfer in 2024,

subject to court approval. This supported the strategy to focus on its core Workplace and Retail platform activities in the United Kingdom, as part of Aegon’s ambition to create leading businesses.

In addition, as part of the strategy announced at the Capital Markets Day in December 2020, Aegon has exited various small and niche markets in order to focus on those markets where Aegon is well positioned to create value. This includes the sale of the company’s businesses in Central & Eastern Europe to Vienna Insurance Group AG, which took place over several stages and was completed in June 2023. In addition, Aegon announced in July, the sale of its 56% stake in its business in India to Bandhan Financial Holdings Limited. The transaction was completed on February 23, 2024.

Strong balance sheet

Maintaining a strong balance sheet is a prerequisite for Aegon to achieve its overall vision. It allows us to build leading, advantaged businesses that can actively contribute to a healthier, more equitable society, and create value for our customers and wider stakeholder base in line with our purpose.

Moreover, we maintain a strong balance sheet in order to focus time and energy on increasing the return on capital and the return of capital to shareholders. We have a clear capital management policy in place that informs our capital deployment decisions, which is driven by the Cash Capital at Holding and is supported by reliable remittances from the units. Aegon has a strong and resilient balance sheet with an enhanced risk profile.

Transamerica continues to takein-force management actions on Financial Assets, which aim to release the additional USD 1.2 billion of capital before year-end 2027. The legacy Universal Life Financial Asset portfolio includes a book of Secondary Guarantee Universal Life (SGUL) policies. In July 2023, Transamerica agreed to reinsure USD 1.4 billion of statutory reserves of the SGUL portfolio to Wilton Re. The transaction reduced the business’ exposure to mortality risk while covering approximately 14,000 policies and 12% of the total reserves backing this product line. The transaction generated approximately USD 240 million of capital, of which USD 50 million is from reduced capital requirements. Transamerica is using this capital to support its ongoing management action of buying back up to 40% of the face value of universal life policies that are owned by institutional investors. Together with the previous reinsurance transaction undertaken at the end of 2021, a total of 30% of the net amount at risk and 25% of the statutory reserves backing the SGUL portfolio have now been reinsured.

12 | Annual Report on Form 20-F 2023

Our strategy

For its Long-Term Care Insurance portfolio, Transamerica has removed the remaining morbidity-improvement assumption and increased the inflation assumption to align with market best practices. Associated with these assumption changes, Transamerica has set up a new rate-increase program seeking approvals for additional actuarially justified-premium rate increases with a combined value of USD 700 million. In the variable annuity portfolio, the dynamic hedging program continued to perform well in 2023, with a hedge effectiveness ratio of 99% and with the volatility of the capital position partly offset by a voluntary reserve. The reserve better aligns the recognition of fees on the variable annuities base contract with the time at which they are earned.

The execution of Transamerica’s strategic plan has the ambition to result in an increase in the capital generation from thein-force Strategic Asset portfolio. Transamerica plans to reinvest part of its earnings onin-force from Strategic Assets in profitable new business opportunities to secure long-term growth. This is anticipated to result in a gradual increase in operating capital generation from Strategic Assets to fund growing remittances to the holding company. Transamerica is targetingmid-single-digit growth in its remittances over the medium term, from a level of USD 550 million in 2023. This should contribute significantly to Aegon’s free cash flow.

Growing capital distributions

Aegon’s dividends aim to grow in line with its sustainable free cash flows. Any capital deployment decisions will consider our deleveraging target, as well as planned management actions to improve andde-risk the company.

We remain disciplined in our management of capital, and any surplus cash flow not used for value-added growth opportunities will be returned to shareholders over time, as demonstrated by the share buyback programs executed in 2023. In January 2023, Aegon repurchased common shares for an amount of EUR 42.5 million in relation to obligations resulting from share-based compensation plans. Furthermore, the company returned surplus cash capital to its shareholders through a EUR 200 million share buyback executed in the first half of 2023. Following the transaction with a.s.r., Aegon also initiated a EUR 1.5 billion share buyback program to offset the dilutive effect of the transaction on free cash flow per share. The program commenced in July 2023 and 54% of the share buyback program had been completed at the end of 2023. In addition, Aegon intends to reduce its gross financial leverage by up to EUR 700 million.

Aegon’s re-domiciliation to Bermuda

Following the transaction with a.s.r., Aegon no longer has a regulated insurance business in the Netherlands. This has resulted in a significant shift in our geographic footprint, with more than 99% of the company’s business activities now taking place outside the European Union1 and therefore not subject to the EU Solvency II regime.

Following consultation with the members of the College of Supervisors, the Bermudian financial services regulator, the Bermuda Monetary Authority (BMA), informed Aegon that it would become the company’s group supervisor if Aegon’s legal domicile were transferred to Bermuda. Bermuda’s highly regarded regulatory regime has been granted equivalence status by both the European Union and the United Kingdom, and it has been designated as a qualified and reciprocal jurisdiction by the National Association of Insurance Commissioners in the United States. We have agreed transitional arrangements with the BMA to provide shareholders with the necessary stability in our capital management framework. For more information on the transitional arrangements, we refer to “Regulation and supervision” on page 91.

In September, we moved our legal seat to Bermuda, which required converting our legal form from a Dutch N.V. into a Bermuda Ltd. As a result, our governance approach became subject to Bermuda law. We have ensured that the interests of Aegon and all its stakeholders continue to be taken into account and that Aegon applies recognized international governance standards while preserving the most material governance principles while also recognizing the change in our business perimeter. The new governance structure includes the move to a single- tier Board with Non-Executive Board members and the CEO as an Executive member. Further details about our governance arrangements can be found on our website.

The transfer of Aegon’s legal seat to Bermuda also allows us to maintain our headquarters in the Netherlands and remain a Dutch tax resident. We have also maintained our listings on Euronext Amsterdam and the New York Stock Exchange (NYSE).

About Aegon Governance and risk management Financial information Sustainability information Sustainability Sustainability is a central element of our strategy and value creation approach. At Aegon, we believe that people can only live their best lives and seize the opportunities of a longer life in a healthy, livable, and equitable world. Our commitment to sustainability – and how we deliver on it – is shaped by our unique position at the center of the financial services value chain. As an investor and provider of financial products and services, we have a responsibility to address environmental and societal issues that affect a broad range of stakeholders and will shape our future society and future performance. 14 | Annual Report on Form 20-F 2023

Sustainability

Enriching and embedding our sustainability approach

Aegon has a dedicated sustainability approach that is integral to its strategy and takes into account the expectations, knowledge, and perspectives of our stakeholders.

Our approach is underpinned by our sustainability commitments, which include the UN Global Compact (UNGC), the UN Principles for Sustainable Insurance (PSI), and the Principles for Responsible Investment (PRI). The full list of our commitments can be found on ourwebsite.

In 2023, we also took steps to further integrate sustainability into our strategy and operations. We see our employees as the starting point for driving our sustainability agenda, and developing their understanding of key sustainability issues is a prerequisite for achieving our goals and preparing for future regulations, risks, and opportunities. In addition, Aegon’s investors increasingly expect the company’s leaders to be educated on sustainability issues and to demonstrate sustainability literacy. In 2023, we made progress towards these goals with the launch of our Sustainability Academy (see text box on the right).

Our sustainability commitments have remained unaltered following the combination of Aegon the Netherlands with a.s.r. and the redomiciliation to Bermuda. Across our business, we remain committed to ournet-zero commitments and our inclusion and diversity strategy.

Addressing our priority themes

Climate change and inclusion and diversity (I&D) have been identified by our stakeholders as priority themes where we can have the most significant impact as an organization. These two themes were confirmed by Aegon’s 2023 double materiality assessment (DMA) exercise, which is required under the EU Corporate Sustainability Reporting Directive (CSRD).

Climate change

As an international financial services group, Aegon is well positioned to support society’s transition to a climate-resilient economy and anet-zero world. We have an opportunity to finance the energy transition and climate resilience through our own investments and our responsible investment framework. We also have a responsibility to manage our investments to address potential climate-related risks to our portfolio. As these risks can affect the value of our business, we continue to respond to customer demand by broadening our product portfolio to offer customers a choice of products that can help accelerate the path tonet-zero and have climate resilience built in. For example, the Commercial Property Assessed Clean Energy(C-PACE) asset-backed securities, address the need to engage ordinary households and individuals in the transition to a more climate-conscious society.

Launching our Sustainability Academy At the end of 2023, Aegon launched its Sustainability Academy, a company-wide initiative to bridge the gap between employees’ current awareness of sustainability and the degree of understanding required to fully support the company’s purpose and sustainability ambitions. This global initiative also supports our talent attraction and retention objectives by promoting Aegon as a responsible employer. The Sustainability Academy provides Aegon employees worldwide with a wide range of learning and development resources focused on sustainability, including webinars and e-learning courses The curriculum focuses on Aegon’s priority themes of climate change, and inclusion and diversity. The Academy also includes dedicated training modules for Aegon’s senior leaders, offered as part of the Best Life Leadership program. The Sustainability Leadership module aims to engage Aegon’s top 300 leaders in developing their understanding of relevant sustainability issues, managing sustainability-related risks, and capitalizing ethically on the value creation opportunities stemming from being a more sustainable company. A further module addresses the results of our international I&D survey and fosters skills for our senior population on leading through intergenerational difference with a leading London Business School academic and the Dutch United Nations Generation Z representative, preparing Aegon for the workforce of the future.

We are also taking steps to improve our own climate impact by addressing our operational footprint. The specific approaches Aegon has adopted to meet its climate change commitments are discussed on the next page.

In today’s shifting sustainability landscape, we also recognize that our stakeholders hold a broad spectrum of views on the topic of climate change. While Aegon aligns with the scientific consensus on climate change and is actively working to address this critical issue, we continue to respond to customer demand and offer our customers a choice between sustainability-related products and alternatives.

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Ournet-zero commitments

Aegon has made a company-wide commitment to transition its general account investment portfolio tonet-zero greenhouse gas (GHG) emissions by 2050. Relatedly as further evidence of its corporate commitment, Aegon Ltd. is a signatory of the Net-Zero Asset Owner Alliance (NZAOA).

To drive progress toward our 2050 commitment, we have set intermediate targets. See box out on the right for more information. Additionally, in 2023, we set a new target for our direct real estate investments, whereby Aegon commits to reduce the scope 1 and 2* carbon intensity of its direct real estate investments by 25% by 2025, compared to a 2019 baseline. In 2023, our WACI result was 338 metric tons CO 2 e/EURm revenue, a 37% reduction against the 2019 baseline. Against our real estate investment target we achieved a 46% reduction in the carbon intensity of directly held real estate investments against the 2019 baseline. Both of these results are ahead of our 2025 targets.

Further to our company-widenet-zero commitment, our UK business has committed to achievingnet-zero financed emissions from its pension funds by 2050.

Climate risk analysis

Undertaking regular climate risk analysis is a further element of our climate-mitigation approach. Aegon continues to work with Ortec Finance to conduct an extensive and systematic climate risk assessment for its General and Separate Account assets in all business units. The analysis investigated different climate pathways (orderly and disorderly transitions, failed transitions) to explore potential future climate policies, interventions, and consequences of society’s failure to mitigate climate change. Scenario projections demonstrate resilience of the General Account portfolio to systemic climate risk drivers over a 40-year horizon. This is largely attributable to the high allocation of fixed income assets, limiting the cumulative climate-related impact on returns. Nevertheless, there is considerable uncertainty inherent in long range climate risk projections and monitoring developments in climate science, policy, technology, regulation, and consumer sentiment will remain critical for understanding and adapting to the future.

Operational footprint

Aegon does not maintain energy-or resource-intensive processes as part of its direct business operations. Our operational carbon footprint is small relative to the scope of our investment activities. Nevertheless, we have set firm targets to reduce the carbon footprint of our operations, which is primarily related to greenhouse gas emissions from the natural gas and electricity used by our offices.

Aegon’s 2025 climate change commitments § Reduce the weighted average carbon intensity (WACI) of our corporate fixed income and listed equity general account assets by 25% by 2025. § Invest USD 2.5 billion in activities to help mitigate climate change or adapt to the associated impacts by 2025. § Engage with at least the top 20 corporate carbon emitters in our portfolio by 2025. § Reduce the scope 1 and 2 carbon intensity of our directly held real estate investments by 25% by 2025. § 25% reduction in absolute operational carbon emissions (scope 1 and 2) by 2025 against the 2019 baseline.

The first phase of our targets covers the period up to December 31, 2024. The second phase of Aegon’s near-term emissions reduction plan will cover the period from 2025 to 2030, and the corresponding targets will be finalized in 2024.

By the end of 2023, Aegon had achieved a 68% reduction in its operational carbon footprint compared to the 2019 baseline, well ahead of the target of a 25% reduction by 2025.

The impact of less operational properties together with changing work patterns has had a significant impact in reducing our overall facilities footprint. We will continue to monitor the impact of hybrid working on our carbon footprint.

Inclusion and Diversity

At Aegon, our vision for inclusion and diversity (I&D) underpins our purpose and strategic goals. Our promise to help people live their best lives extends to the many, not the few, and we work hard to further foster equal treatment and opportunity for all stakeholders. This includes our existing employees and customers, as well as job seekers, and future customers who may have traditionally been underserved in financial services.

Driving financial inclusion

World Financial Group (WFG) is an insurance agency with a distribution network of more than 74,000 independent agents, a subsidiary of Transamerica and part of the Aegon group of companies.

16 | Annual Report on Form 20-F 2023

Sustainability

WFG has been bridging the gap between lower-income households and financial inclusion for over 20 years by offering access to affordable product choices, financial education, and the ability to create a financial strategy. WFG fulfills Aegon’s purpose of Helping people live their best lives every day through helping countless people from all social and economic backgrounds.

WFG, since its founding, has worked to promote and enable financial literacy in underserved communities while providing unique opportunities to individuals across North America. Because of the inclusive approach, people from all social classes gain financial understanding and learn ways to create a better future for themselves and their families. WFG focuses on outcomes for their clients and agents, such as financial resilience, economic growth, and long-term financial protection.

Building an inclusive and diverse work environment

At Aegon, we are working to build an inclusive and diverse culture that encompasses all aspects of the employee experience, starting with talent attraction. Our approach includes fostering equal treatment for everyone and providing career opportunities to all our employees.

In 2023, Aegon launched its first international I&D Survey. The survey, with relevant observations for the entire company, provides useful data and insights for developing our I&D strategy at a company and business-unit level. And the outcomes will help to capture I&D data directly through the Workday platform, which will be analyzed as part of the Global Employee Survey. The I&D Survey includes questions about the demographic profile of respondents and their experiences in the company. The survey received an overall response rate of 82% and generated approximately 2,000 comments from employees. Key findings from the survey are presented in the box out on page 30.

Our learnings from this and future I&D surveys will be critical in strengthening our I&D approach over the coming years. In the United Kingdom, for example, Aegon is using data and insights from the survey and other sources to develop a more inclusive talent attraction strategy and to evaluate the success of recruitment campaigns against our purpose and I&D objectives.

Aegon’s leaders play an important role in shaping an open and inclusive culture. In 2023, we launched a new internal podcast series, “Tell Your Story”. The series includes audio specials in which Aegon’s senior leaders share their personal insights on inclusion and diversity, where their passion for I&D comes from, and how they promote inclusion through their work. Podcast contributors have included Matt Rider, Chief Financial Officer, and Elisabetta Caldera, Chief Human Resources Officer.

Another key I&D initiative at Aegon is the Race and Cultural Diversity (R&CD) Community, which aims to help create an inclusive environment where colleagues understand diversity and the benefits it brings. Linked to the concept of “allyship” – taking opportunities to support colleagues who don’t necessarily feel included – the R&CD aims to create a network of I&D allies across Aegon. Supported by members of the Executive Committee and Aegon’s leadership team, the community organizes regular online speaker events and Q&As with special guests, as well as “culture cafes” (quarterly events with information on cultural and religious festivals such as Diwali, Carnival, and Ramadan). The R&CD community holds twice-yearly townhall sessions to help colleagues become better allies. Allies also provide feedback on what they would like to see at future R&CD events.

In recent years, Aegon has paid increasing attention to the gender imbalances that persist in the financial services industry, a traditionally male dominated industry. In 2023, we remained committed to meeting the standards and requirements for gender diversity requirements of our respective markets. Headquartered in the Netherlands, Aegon continues to comply with the Gender Diversity at the Top Act. Introduced in 2022, the Act requires Aegon entities incorporated in the Netherlands to have gender-balanced representation on their corporate boards, a requirement that the company met in 2023.

In the US, our Transamerica business continues to be recognized for its stance on gender equality and other aspects of I&D. In 2023, Transamerica was listed as one of the top 75 US-based companies for women in leadership by Seramount, a professional services and research firm focused on diversity, equity, and inclusion (DEI). Seramount recognized Transamerica as a company that champions the advancement of women in the workplace, including succession planning, profit-and-loss roles, gender pay parity, support programs, and flexibility programs. In addition, 2023 saw the Human Rights Campaign award Transamerica a score of 100% on their 2023 Corporate Equality Index (CEI), thereby recognizing the business as a “Best Place to Work for LGBTQ Equality” for the sixth year in a row.

Transamerica’s I&D approach is further enriched by the World Financial Group (WFG) distribution network, which is focusing increasingly on representing the diverse communities it serves. WFG’s licensed independent agents represent more than 75 different spoken languages. In addition, more than 50% of the agent population is female and 65% identify as members of traditionally underrepresented racial/ethnic groups.

Driving our sustainability approach

At Aegon, we use two main mechanisms to drive our sustainability approach, namely responsible investment and offering alternative products with sustainability embedded.

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Responsible investment

Reducing the carbon intensity of our investments is the single biggest contribution that we can make to the climate transition as a business. Our responsible investment approach includes our commitment to move our general account investment portfolio tonet-zero greenhouse gas emissions (see above). At the same time, we seek to provide our clients with choices that support the climate transition through a growing range of products designed to help them align their investment portfolios withnet-zero goals.

Moreover, the six Principles for Responsible Investment provide guidance for Aegon’s Responsible Investment Policy. In 2023, the policy was updated and now includes concrete actions on engagement, exclusion, and/or funding criteria in a number of targeted responsible investment focus areas: climate change, human rights, and our tobacco industry exclusions. Aegon’s Responsible Investment Policy will be regularly reviewed to take into account changing industry regulations, best practice, and stakeholder expectations.

In addition, Aegon AM is a member of the Net-Zero Asset Manager Initiative (NZAM), a group of approximately 300 asset managers committed to achievingnet-zero greenhouse gas (GHG) emissions by 2050 at the latest.

Responsible investment developments in 2023

The responsible investment landscape continued to evolve in 2023, with a focus on managing financially material climate-related risks in our portfolios and accelerating thelow-carbon transition through investment opportunities. During the year, we continued to innovate investment solutions in Aegon AM’s active global investment business.

In its Top Emitter Engagement Program (TEEP), Aegon AM engaged with almost 300 issuers on climate change concerns in 2023. This included 22 companies specifically identified through the Carbon Disclosure Project’s‘Non-Disclosure Campaign’, which Aegon signed and actively supported. As part of the TEEP we also identified the top 20 corporate carbon emitters in General Account portfolios and targeted them for engagement with the objective of obtaining commitments to set science-basednet-zero targets. By the end of 2023 we had engaged with 19 of those companies, well on track to achieve our 2025 target.

Another issue of growing concern to the investment community is the loss of biodiversity and other nature-related impacts, and their linkage to climate change. In 2023, Aegon UK and Aegon AM joined the Nature Action 100, a global initiative focused on driving greater corporate ambition and action to reverse the loss of nature and biodiversity. Aegon AM considers biodiversity impacts as part of its ESG integration approach. It also considers key negative impacts related to biodiversity, including activities that negatively

impact biodiversity-sensitive areas, emissions to water, and hazardous waste, where such data is reliably available.

In 2023, Aegon AM also began the process of reclassifying the Aegon Global Sustainable Sovereign Bond Fund (GSSF) from Article 8 to Article 9 under the Sustainable Finance Disclosure Regulation (SFDR), thereby certifying that the fund has as its objective sustainable investment in line with the UN Sustainable Development Goals (SDGs).

For more information about the role of Aegon AM in Aegon’s responsible investment activities and approach, please refer to the Aegon AM Responsible Investment Framework documents available on the Aegon AMwebsite.

Meanwhile, our US business, Transamerica, continued to make progress on our 2025 commitment to invest USD 2.5 billion in activities that help society mitigate climate change or adapt to its impacts. Approximately USD 1.8 billion has been invested toward this goal and these investments are subject to at least equal screening criteria as ournon-goal investments. To learn more about Transamerica’s investment as part of this commitment and their impact on society, see “Sharing value with our stakeholders in 2023” on page 34.

Sustainability in our products

At Aegon, we look for opportunities to integrate sustainability into our product development process and across our product ranges. We seek to offer our customers the choice of sustainable alternatives such as climate transition portfolios aligned with net zero objectives and products focused on investing in sustainable economic activities. To inform and support our product development, we are increasingly conducting customer research on sustainability and ESG investment strategies, including through customer surveys and discussion panels.

In 2023, Aegon expanded its range of sustainability-focused products. In the first quarter of 2023, Aegon AM increased access to sustainability products for its customers, including EUR 100 million of inflows into its Global Short Dated Climate Transition Fund. More broadly, Transamerica continued to integrate ESG considerations into its product offerings, including the launch of several additional ESG sustainable funds in the first quarter of 2023. In December 2023, Aegon AM launched its Global Short Dated High Yield Climate Transition fund.

While offering sustainability-focused solutions is a key component of our product development approach, we remain mindful of the sensitivities surrounding ESG-related financial products and services, ensuring that customers andend-users continue to have access to alternatives.

18 | Annual Report on Form 20-F 2023

Creating sustainable value for our stakeholders in 2023

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Double Materiality Assessment Topics

20 | Annual Report on Form 20-F 2023

Understanding and engaging with our stakeholders

Identifying the issues and topics that matter to our stakeholders is an important starting point to guide our value creation approach.

At Aegon, we engage with our stakeholders to understand their expectations of us. Our discussions with stakeholders take place across various channels, which are organized at a company-wide and business-unit level according to the requirements of our respective stakeholder groups.

The table below highlights the respective expectations of Aegon’s key stakeholders, as well as the different platforms and channels used to engage with these groups. We also look at the key areas of focus for our stakeholder engagement in 2023, and the steps being taken to address the views and feedback that we receive through our engagements.

About Aegon Governance and risk management Financial information Sustainability information How we create value for our stakeholders Our inputs Financial ● Shareholders’ equity: EUR 7.5 billion ● Gross financial leverage: EUR 5.1 billion ● Group Solvency Own Funds: EUR 14.3 billion ● Group Solvency Capital required: EUR 7.4 billion Manufactured ● Our product mix and digital platforms ● Insurance service result: EUR 342 million ● Gross deposits: EUR 169 billion ● Fees and commissions received: EUR 2.2 billion ● New business strain: EUR 798 million ● Revenue-generating investments: EUR 826 billion Intellectual ● Internal processes, systems, and controls ● Knowledge and expertise Human ● Number of employees: 15,658 ● Amount spent on training and development: EUR 5.5 million ● Talent management ● Number of tied agents: 625 Social and relationship ● Number of customers: 23.9 million ● Customer experience programs ● Responsible sourcing and investing philosophy ● Brand equity, purpose, and values ● Relationship with intermediaries, business partners, suppliers, and other key stakeholders (e.g. regulators and NGOs) Natural ● Our commitment to achievingnet-zero in 2050 ● Total energy used by company: 40,744 MWh Aegon’s business model Claims and benefits Investments Distribution Solutions development and pricing Tune in Force for good Step up Helping people live their best lives Solutions development and pricing Development of our financial solutions begins with our customers. We assess their needs and develop products and services to suit. We then estimate and price the risk involved for us as a provider. Distribution Our products and services are then branded and marketed, before being distributed via intermediaries that include brokers, banks, and financial advisors. We also sell to our customers directly. Investments In exchange for products and services, customers pay fees or premiums. On certain pension, savings, and investment products, customers make deposits. We earn returns for our customers by investing this money. Claims and benefits We pay out claims, benefits, and retirement plan withdrawals. We use the remaining funds to cover our expenses, support new investments, and deliver profits to our shareholders. 22 | Annual Report on Form 20-F 2023

Creating sustainable value for our stakeholders in 2023 Our outputs Outcome for our stakeholders Financial ● Dividends to shareholders: EUR 495 million ● Share buybacks: EUR 1,029 million ● Interest payments to bondholders: EUR 580 million ● Group Solvency ratio: 193% ● Free cash flow: EUR 715 million ● Operating result: EUR 1,498 million Manufactured ● Total retirement outflows: EUR 31.2 billion1 ● Payments to business partners2: EUR 2.4 billion Intellectual ● Our product mix and digital platforms ● Value creating initiatives Human ● Total employment cost: EUR 1.7 billion ● Women in senior management: 38% ● Employee engagement score: 77% Social and relationship ● Assets under management in Responsible Investment Solutions: EUR 134 billion ● Business partnerships and reputation ● Corporate and other paid taxes: EUR 637 million Natural ● Weighted average carbon intensity relating to our general account investment portfolio: 338 metric tons CO2e/EURm revenue for corporate fixed income + listed equity ● Operational carbon footprint: 13,246 metric tons CO2e Customers Aegon seeks to provide its customers with a broad mix of investment, protection, and retirement solutions. We also aim to provide customers with a high-quality service and an enjoyable and efficient customer experience. Through our focus on product innovation, we strive to meet the changing needs of our global customer base. Our approach to product development includes taking steps to include financially and socially diverse customer groups that are comprised of vulnerable customers, minorities, and others traditionally underrepresented in financial services. We also aim to provide honest and transparent product information and to protect data security and privacy during customer interactions. Employees Aegon’s workforce includes full- and part-time employees, as well as agents and other contractors. In all cases, we strive to maintain high levels of employee engagement and wellbeing, and foster a supportive and welcoming work culture. As our workforce’s needs evolve, we pay close attention to attracting, developing, and retaining talent, to ensure our people reach their full potential and live their best working lives. As part of this approach, we seek to foster an inclusive and diverse work environment where people from all backgrounds are treated fairly and equally, and are able to bring their authentic selves to work. Business partners Aegon strives to maintain positive, well-managed relationships with its suppliers and other value chain partners, including distributors, joint venture partners, reinsurers, and sourcing partners. This includes, on the one hand, our focus on ensuring fair pay and working conditions for professionals at the various stages of our value chain. It also includes cultivating positive long-term business relationships that reflect our purpose and behaviors, including our efforts as a company to address climate change and inclusion and diversity. Aegon’s Vendor Code of Conduct is an important tool that enables Aegon to drive alignment with our partners on these issues. Investors Supported by a resilient and sustainable business model, Aegon seeks to provide a consistent and attractive return on investment to its global investors, who include both shareholders and bondholders. Our approach includes paying regular dividends and conducting other forms of appropriate capital distributions to our equity investors, who may also derive value from the performance of our shares, while our bondholders derive value from regular interest payments. Society Aegon’s products and services help to reduce dependency on public pension systems and increase the financial stability of society. At the same time, our relationship with our communities and society at large is an important conduit for addressing key societal and environmental issues, including climate change and social inclusion. Our efforts to support the climate transition, and I&D are embedded in our Global Responsible Investment Policy and Global Community Investment Framework, for example. We also aim to make a positive contribution to the markets and communities in which we operate by maintaining good business conduct through our businesses, as well as through our tax payments, charitable donations, and volunteer work.1 Includes only US retirement plans. 2 Consists of commissions paid to brokers and other intermediaries, and total spend on goods and services. Annual Report on Form 20-F 2023 | 23

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Sharing value with our stakeholders in 2023

In the following pages of the report, we detail the actions and decisions we took in 2023 at a company and business unit level to create and preserve value for each of our stakeholder groups. In each case, we describe the issues for each group and how this has shaped our approach to value creation and our efforts to help people live their best lives.

Customers

Key performance indicators (KPIs) for this stakeholder group:

Empowering our customers through accessible, high-quality products and services is an important starting point for achieving our purpose. As people live longer and their lifestyles change, we aim to give them the tools and knowledge they need to build a secure financial foundation, adapt to changing circumstances, and seize future opportunities. Around the world, Aegon serves customers directly through its wholly owned businesses and partnerships, as well as through an extensive global network of advisors and distributors. Improving access and inclusion is paramount: in an evolving and ever-more diverse society, we want to help as many people as possible enjoy the possibilities of a longer, multi-stage life. We also pay close attention to data security and privacy, given the potential of this material topic to negatively impact our customers if not sufficiently addressed.

Empowering customers through quality customer service

At Aegon, we aim to offer high levels of customer service, designed around our customers’ changing needs. Our businesses continue to invest in new digital tools and platforms to make our products and advice available and intuitive to a growing range of financial services consumers and intermediaries.

In 2023, Aegon UK launched its new public website, supporting consumers, advisers, and employers with a clearer and more personalized customer experience. During the year, Aegon UK also launched the new online experience, which was researched and tested by customers, advisers, and employers, for its Aegon Retirement Choices/ One Retirement propositions, providing users with an intuitive, modern digital experience for viewing and transacting on pension and investment products.

In the US, Transamerica continued to improve the customer experience across its core businesses. Workplace Solutions launched a new cloud-based website experience, including a redesigned account summary page to help retirement plan participants track their account balance and overall performance, and progress toward their personal retirement goals. Workplace Solutions also introduced ConnectedClaims SM, a holistic customer claims experience solution designed to help employees make better use of work-related benefits and insurance. As well as workers, the concept offers benefits for employers: when employees use their benefits correctly, they have a greater appreciation for the packages their employers offer.

Another important Transamerica milestone was the creation of a dedicated customer experience and marketing organization within the Individual Solutions division. The organization will serve as a center of excellence for developing customer engagement and best practice marketing and sales approaches. The division also established a Digital Experience Delivery team to drive the evolution of the Individual Solutions website, mobile apps, and digital capabilities.

24 | Annual Report on Form 20-F 2023

Tracking customer experiences, good and bad

We track our customers’ experiences closely to see how to improve and tailor our service. In the United Kingdom, Aegon measures customer satisfaction through Net Promoter Scores (NPS®). The scores are obtained by surveying consumers, as well as advisers and employers, about their experiences with Aegon. In the US, Transamerica conducts an extensive customer survey process supported by RepTrak, a leading reputation intelligence platform. These surveys provide valuable insights into customer satisfaction at various touchpoints across our US business.

In 2023, Transamerica’s Workplace Solutions division also introduced a series of new intercept surveys. Intercept surveys appear as a short questionnaire to randomly selected participants when they log into their account. The questions gather information about customers’ experiences, and the feedback is used to improve the design and structure of the Workplace Solutions website for a better user experience.

Aegon also provides customers with a range of channels to communicate about their experiences and raise potential issues. We receive and consolidate customer complaints through our respective businesses and seek to resolve issues fairly and efficiently. Developing these channels is an important area of investment.

Aegon oversees its complaints-handling processes centrally and tracks the number of complaints received by the business units through a quarterly reporting process led by the Global Compliance function.

Committed to product innovation

We continue to develop and improve our product offering to meet the changing expectations, life patterns, and requirements of financial services customers. Aegon’s businesses take the lead in product development, reflecting the unique and often specialized needs of customer groups in different regions. In 2023, Transamerica launched a new suite of solutions for Aegon’s US customers.

These include Transamerica Choice Pooled Solutions: offered through Workplace Solutions, the solution allows employers to easily select from a variety of retirement plan structures for their employees, depending on the size of the company and its specific needs. Choice Pooled Solutions has also opened up opportunities for Transamerica’s distribution partners to further reduce the coverage gap by offering solutions for employers of all sizes.

In addition, Transamerica’s Individual Solutions business introduced the new Transamerica Financial Choice IULSM (FCIUL), a universal life insurance product designed to maximize policy value accumulation potential. Individual Solutions also upgraded its Financial Foundation IUL® (FFIUL) product to provide distributors with greater flexibility to supportend-users. The upgrade includes an enhanced critical illness benefit to help alleviate financial hardship for its policyowners.

In the United Kingdom, Aegon launched a new flexible individual savings account (ISA) product that allows advisers and wealth managers to offer individual savers greater flexibility when investing or withdrawing money. ISAs are an importanttax-advantaged product in the UK, particularly for individuals affected by the cost of living crisis. During the year, Aegon UK also launched the first phase of its ‘More ways to save’ initiative through its Workplace business, offering customers access to a wider range of savings and investment products. The second phase, called ‘Other Ways to Save’, is set to follow in 2024 and will include a range of savings solutions for families.

Our products are developed and tested in accordance with our company-wide Market Conduct Compliance Policy, which sets out key requirements and guidance on customer suitability and product testing prior to launch, and the Pricing and Product Development Policy. Aegon also has a structured Product Approval and Review Process (PARP) that all business units must follow. This approach is an important safeguard to support responsible marketing and product development practices across Aegon, ensuring suitable and fairly priced products and avoiding potentialmis-selling.

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Driving financial inclusion

At Aegon, we want to help everyone live a long, healthy, and fulfilling life. As our global communities become more diverse, providing socially inclusive products and services enables us to empower a growing number of customers and meet their specific needs. We pay particular attention to the needs of groups that have traditionally been underserved by financial services. This includes taking steps to support vulnerable customers, such as those on low incomes, by making it easier for them to engage with our products through digital platforms.

At Aegon’s Capital Markets Day in June 2023, Transamerica announced an increased commitment to serving the US middle market, a large and highly diverse demographic market with significant (and often unmet) protection and savings needs. The business aims to expand its reach to middle-market customers through the life insurance product portfolio offered by its Individual Solutions business. Transamerica also intends to leverage the extensive distribution network of Aegon’s affiliated insurance agency, World Financial Group (WFG), by increasing the number of agents in the field who are dedicated to serving middle-market customers.

In addition to the renewed Aegon UK website, the Future Self Tool, developed by Aegon UK and the University of Edinburgh, is another recent digital innovation that helps people imagine what life will be like in retirement and plan accordingly. Aegon UK plans to develop the tool further in 2024. It will also make its financial wellbeing toolkit available to employers to help companies engage with their employees about their financial wellbeing and arrange for Aegon to intervene if needed. As a result of Aegon UK’s work in the area of financial wellbeing, it was named “Financial wellbeing champion of the year” at the 2023 Money Marketing Awards.

Data security and data privacy

Data security and data privacy is a material topic that has potential ramifications for Aegon stakeholders. This includes society at large: given Aegon’s central role in the financial ecosystem, incidents such as cyberattacks and data breaches can lead tofar-reaching impacts that extend beyond our direct customers, partners, and employees.

Data security

Aegon’s security policy and governance is designed to prevent cyber threats and minimize the impact of any potential disruption for parties. It includes standardized procedures to remediate data breaches and minimize the influence of future privacy-related incidents.

The Second 50: Preparing customers for a longer, multi-stage life

Longer life spans bring new challenges, but they also keep people younger for longer. Old associations with age – of frailty and inactivity – are being replaced by the expectation that the second half of life can be the most rewarding.

In 2023, Aegon UK began a new research project to explore the impact of longevity and changing lifestyles on people as they transition into later life. The research draws on Aegon’s own research as well as the latest UK national statistics to identify the different ways in which life after 50 will be different. It suggests areas to consider when planning ahead and outlines the key drivers of change within the period of life that Aegon calls the “Second 50”. The findings have been published in a new report aimed at supporting discussions with financial services customers and advisers about the opportunities and challenges of a longer, multi-stage life. The report can be downloaded on the website of Aegon UK.

Our internal Global Information Security Policy aims to preserve the confidentiality, integrity, and availability of information by defining minimum mandatory security requirements. The policy applies to Aegon businesses where Aegon has operational control, covering employees and contractors (workforce). Similar standards apply to Aegon’s joint ventures. The policy is supported by mandatory training in data security.

Aegon’s Global Chief Information Security Officer (CISO) is responsible for the execution and oversight of Aegon’s company-wide information security strategy andday-to-day security operations, whereas information security officers are responsible for execution and oversight in all relevant business units.

The centralized core information security team along with dedicated teams in business units are responsible for the execution of security functions in alignment with global and local regulations. The Global Information Security Advisory Counsel (GISAC) supports collaboration between information security functions on a company and business unit level, as well as with other supporting functions, such as Risk, Audit, and Legal/Privacy.

26 | Annual Report on Form 20-F 2023

Aegon has a set of information security metrics to measure the outcomes of its information security initiatives, as well as the effectiveness of the existing security controls. Aegon uses these metrics to calculate an overall Information Security Risk Score for the organization. One of the key metrics for data security is the proportion of employees completing annual training on information security. In 2023, 94% of Aegon employees completed this training.

Data privacy

Aegon has policies and procedures in place to support privacy compliance at a company and business unit level. The policies are updated within predefined intervals and supported by a strong privacy control framework to ensure ongoing privacy maturity measurements. Regular audits are conducted to assess compliance with relevant laws, regulations, and policies, as well as the Aegon Privacy Control Framework and its governance.

At Aegon, the Group Chief Privacy Officer is responsible for our data privacy compliance strategy and privacy oversight. Similar to the data securityset-up, the Data Protection Officer in the individual business units is responsible for executing the statutory tasks of the Data Protection Officer (DPO) function. The operational privacy teams in relevant business units execute privacy advisory, control testing, and attestations. The Privacy Officers are accountable for privacy compliance at a business unit level. Privacy Officers are often part of the relevant management committees.

One of our key metrics for data protection is the proportion of employees completing specific training on data privacy. In 2023, 97% (2022: 99%) of Aegon’s workforce completed this training.

See page 472 for more details of Aegon’s approach to data security and privacy.

Employees

Key performance indicators (KPIs)

for this stakeholder group:

All employees, including those in joint ventures, participate in the survey on a voluntary basis. Employee engagement is measured on a five-point scale (strongly disagree to strongly agree), and it is the average score of four statements:

In 2023, three employee surveys were conducted throughout the year including a short check-in survey in Q1, a focused I&D survey for most business units, excluding Transamerica, in Q2, and a full employee survey in Q3. The participation rate for the most recent survey was 78%.

At Aegon, our people are key to how we achieve our purpose and deliver on our strategy and sustainability ambitions. Furthermore, our long-term success depends on maintaining a skilled, motivated, and purpose-driven workforce. In line with our topics, we work hard to ensure the wellbeing of all Aegon employees around the world, including salaried colleagues. Our approach covers the different stages of the employee experience, from promoting employee engagement and good working conditions, to following best practices in attracting, developing, and retaining talent. Meanwhile, we remain committed to building an inclusive and diverse workplace that reflects the changing nature of our customer base and wider society. In 2023, and at a time of immense change for our business, we paid particular attention to the wellbeing of our colleagues and to preserving the positive aspects of Aegon’s culture and heritage, and ways of working.

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Supporting employee wellbeing and working conditions

2023 was a transformative year, as the combination of Aegon’s Dutch business with a.s.r. created uncertainty for many employees in the Netherlands and beyond. A priority was to support our employees through the transition and to ensure that the process was properly managed with their wellbeing in mind. This included ensuring good working conditions and a seamless transformation for colleagues moving from Aegon to a.s.r., as well as ensuring clear and transparent communication with employees remaining with Aegon.

Following the closing of the transaction in July, Aegon announced its intention to move its global headquarters from The Hague to the World Trade Center (WTC) at Schiphol Airport. From 2025, WTC Schiphol will house all Aegon employees of the headquarters and of the Dutch part of Aegon Asset Management. The new offices will be adapted to meet the needs of all Aegon employees, with good accessibility for people with disabilities. At the same time, Aegon remains committed to its hybrid working model, which offers employees the opportunity to work flexibly to suit their needs and lifestyles while reducing their carbon footprint.

Aegon’s functions and teams are also taking approaches to ensure employee wellbeing. In 2023, Global Technology Services (GTS) employees were provided with a dedicated wellbeing hub. This is an important resource that allows GTS team members – who are often spread across different locations – to find and connect with resources to support their mental, physical, and financial wellbeing.

Investing in talent attraction, development, and retention

We aim to create an attractive work environment and culture through which all colleagues can live their best working lives. In an increasingly competitive labor market, we also prioritize attracting and retaining talented people who have the skills and attributes needed to deliver on our purpose and strategy. To this end, we seek to provide employees with extensive opportunities for personal development and growth, while ensuring that high-quality learning and development opportunities are available to colleagues from all regions, disciplines, and backgrounds. Increasingly, our learning and development strategy closely aligns with our purpose and sustainability approach. For example, we recently launched our company-wide Sustainability Academy to drive awareness and alignment regarding our sustainability approach, including our efforts to address our priority themes and DMA topics (see “Sustainability” on page 15 and onwards).

In 2023, Aegon launched its global learning resource platform, We Learn. The platform offers a wide range of learning resources available in different delivery modes – includinge-learning courses, live virtual training, and audio books – allowing participants to choose their preferred learning method. During the year, we also introduced our Global Talent Marketplace (TMP) tool, an AI-powered platform designed to drive internal mobility across our various businesses and geographies. The tool makes it easier for employees to network and explore career opportunities across Aegon, as well as explore and apply for internal roles and temporary projects (gigs). The marketplace concept also builds on Aegon’s existing mentoring programs by matching mentees with suitable mentors who may be on the other side of the world. The TMP not only benefits our organization by making it easier to identify and make the most of hidden talent, but is also an investment in talent attraction and retention as we broaden the opportunities available to current and future Aegon professionals.

We reached a major milestone in our HR strategy in 2023 to unlock talent through the implementation of We Learn. Ensuring that all colleagues around the world have easy access to quality education and training is an important step in promoting learning and development at Aegon. In addition, we continue to provide tailored development opportunities for specific members of our workforce, including our leaders. In 2023, we added new features to our Best Life Leadership Program (BLLP), launched the previous year to inspire and support leaders in steering the organization to uphold Aegon’s purpose and behaviors. For example, we integrated a new virtual coaching tool, powered by EZRA Coaching, with participants receiving virtual coaching from leading external experts. In addition, Aegon enhanced the Pulse program, a company-wide talent-development program that is nurturing our next generation of leaders. The 2023 edition of Pulse included impactful sessions with guest speakers as well as aface-to-face personal development module led by the Oxford Leadership Academy, an international leadership training consultancy. In 2023, we started a new program, “Horizon”, targeted at management. The program offers an enriching experience to create self awareness and strengthen personal leadership.

28 | Annual Report on Form 20-F 2023

New solutions to drive employee engagement around the world

Aegon maintains a wide range of platforms and channels to listen to its employees and support healthy engagement and communication. These include our regular Global Employee Survey, which provides colleagues across all our businesses with an opportunity to feed their views and concerns back to us and to have their say in the future direction of the company.

In addition, regular town hall meetings are a feature for Aegon colleagues around the world. In 2023, Aegon also expanded its Employee Resource Groups (ERGs), making them open to all Aegon colleagues worldwide. Our ERGs are employee-driven and company-sponsored; they focus on what matters most to employees and enable colleagues with specific backgrounds or interests to ensure Aegon meets their expectations. The range of ERGs is broad and includes groups dedicated to supporting mental health and wellbeing, as well the representation of minority employees. For example, “Aegon Proud” ERGs have been established for LGBTQIA+ colleagues in the United States, the United Kingdom, and the Netherlands.

At the same time, we continued to ensure that our employees are adequately represented in our governance structure and that their needs and expectations are considered in our strategy andday-to-day decision-making. In the United Kingdom, Aegon colleagues can seek representation through the Unite and Aegis unions. Following the completion of the transaction with a.s.r., all remaining Aegon employees in the Netherlands, other than senior management, continue to be covered by a collective labor agreement (CLA). The CLA is an important mechanism to ensure our employees’ needs are taken into account in our strategy andday-to-day decision-making. It includes collective bargaining agreements with trade unions in the Netherlands on equal pay for male and female employees, for example through the Works Council.

Since 2020, Aegon has run a dedicated Speak Up program to protect whistle-blowers and to encourage, guide, and support colleagues in reporting suspected or observed misconduct. We provide mandatory training on Speak Up for all employees, which is tailored to specific roles (for example, leaders’ and managers’ training includes sections on being receptive to people coming forward).

Aegon UK colleagues are tuning in

Organized by Aegon UK, the Big Tune Ins are a series of interactive sessions between Aegon leaders and employees, held at various Aegon locations across the United Kingdom. The sessions give colleagues the opportunity to hear directly from Aegon leadership about new developments through presentations, quizzes, competitions, and other interactive activities. By the end of 2023, 10 Big Tune Ins had been held across three locations in the United Kingdom, reaching more than 1,700 (72,4%) colleagues in the UK.

Aegon has outlined a company-wide I&D strategy that has been adopted by each of its business units. We work to have our policies and actions permeate throughout of the organization and that our leaders, colleagues, and other stakeholders around the world can actively contribute to building a more inclusive and diverse organization. Our I&D strategy builds on the work undertaken in recent years to develop a consistent and coherent way of working for the whole company.

Two fundamental elements of Aegon’s I&D strategy are:

1. Authentic action – the recognition that, as an organization, we are on a journey to improve. We need to turn good intentions into actions to create a positive difference for our people and communities.

2. Starting at the top – the members of Aegon’s senior leadership are expected to act as role models for I&D, including by sharing their own inclusion stories and championing a specific area of diversity excellence among employees.

To this end, Aegon published its current Inclusion & Diversity Policy for the Aegon Ltd. Board of Directors and Executive Committee on September 30, 2023.

The policy aims to deliver a diverse Board composition of at least 30% female representation, as well as diversity among individual members in terms of experience, nationality and age, and their educational, professional and geographical background. By achieving greater diversity, Aegon believes it will enhance decision-making, effectively manage risk, and achieve growth through introducing a different set of perspectives, experiences, and viewpoints.

In 2022, Aegon appointed, for the first time, a Global Head of Inclusion and Diversity. The Executive Committee has agreed an overarching I&D Strategy that brings a coherent and consistent approach to enhancing the diversity and inclusivity of our workplace, and the marketplaces and communities we serve.

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Aegon Ltd.’s Board of Directors consists of five men and four women, equal to 44.4% female representation, and it represents five nationalities (American, Dutch, Swiss, British and French), and two age groups:

Age:60-64: 4 / Age:65-69: 5

Further, the Board members have varied academic and professional backgrounds.

The composition of the Executive Committee atyear-end 2023 was eight men and three women, equal to 27.3% female representation (up from 20% in 2021). As a result of the business combination with a.s.r., the number of seats in the Executive Committee has been reduced by one seat. All other positions on the Executive Committee have remained stable in 2023. There are five nationalities represented (American, German, British, Dutch, and Italian) and four different age groups:

Age:45-49: 2 / Age:50-54: 5 / Age:55-59: 1 / Age:60-64: 3

Our inclusion and diversity pillars

The following pillars are in place to support our I&D strategy:

Workforce: We seek to build a professional culture that engages and welcomes people from all backgrounds and that promotes conscious inclusion.

Employee Resource Groups: Aegon’s Employee Resource Groups (ERGs) provide Aegon employees with a space to address topics of interest and promote employee engagement on issues of company culture and direction. Examples of current ERGs in place at Aegon include Culture, Race and Ethnicity, (Dis)ability, Generations, Proud, Wellbeing, and the Women’s Impact Network. These ERGs are open to all employees, regardless of how they identify.

Workplace: We are actively integrating I&D into our recruitment strategies and leveraging diversity data for meaningful improvement. For example, Transamerica has launched a Talent Acquisition, Inclusion & Diversity Committee that includes an I&D program manager and recruiters from the different Transamerica business units to ensure inclusive hiring practices.

We are continuously taking actions to increase diversity in our talent pipeline, as we recognize that this will provide us with a stronger pool of candidates for positions.

Insights from Aegon’s first international I&D Survey In 2023, Aegon conducted its first international Inclusion & Diversity Survey. These are some of the key findings from the survey. § 25% of respondents belong to one or more minority group (transgender, non-binary, LGBTQIA+, ethnic minority, or disabled). § 79% of respondents have a positive view of diversity at Aegon and 79% feel included by the company. § Minority groups have a less positive view of I&D at Aegon. Recognizing this, we continue to invest in the actions described throughout this report. § Employees aged 50 and over are more likely to have a positive view of I&D at Aegon. § Perceptions of inclusivity do not differ between male and female colleagues. § There is a strong link between I&D and employee engagement.

Aegon understands the wider benefits of increasing diversity beyond gender, and our I&D strategy focuses on gathering insights on many aspects of diversity, including, for example, disability, generational difference, sexual orientation, and ethnicity. Activities to enhance our position include:

30 | Annual Report on Form 20-F 2023

Executive Committee remuneration: Overall, Aegon has continued to make significant progress on increasing the number of women in senior management positions, with an average of 2%-points increase each year from 32% in 2020, achieving our company-wide goal of 38% in 2023. Achievement of this global goal is linked to thenon-financial performance indicators of Aegon Ltd.’s Executive Committee members. Women comprised 38% of Aegon’s female leadership as of January 1, 2024.

Collaborating with peers and external experts: We adhere to leading standards and benchmarks in our markets to ensure best practice on I&D. For example, Aegon is a member of Workplace Pride, a global benchmark for measuring LGBTQIA+ policies and practices against peers. Our dedication to building an inclusive workplace continues to be recognized externally. The inclusion organization Workplace Pride awarded Aegon with Ambassador status for the fifth consecutive year for our ranking in its LGBTQIA+ Inclusion benchmark.

Marketplace: We seek to strengthen our I&D values in close dialogue with our customers and communities, creating positive change through surveys, feedback, and benchmarking.

Listening to our customers: We use feedback from our customers and benchmarking information to assess our maturity with regard to I&D. We use this feedback to take action, including by developing new, inclusive products and adjusting our ways of working.

Community investments: As per Aegon’s Global Community Investment Framework, we seek to drive inclusion in our communities by taking steps to empower people financially and socially.

Partners and suppliers

Aegon’s relationships with its suppliers are an important channel for addressing the issues that matter to the company and its stakeholders. As a financial services company operating at a key position in the value chain, we are in a position to influence sustainability and best practice in our industry, and we create transparency within our supply chain through a process of due diligence and closely monitor the performance of our key suppliers and partners on issues such as climate change and inclusion and diversity. In 2023, we continued to mature our supply chain strategy to embed responsible sourcing practices across our various businesses that reflect our purpose and approach to sustainability. A key step taken during the year was to expand the reach of our responsible procurement assessment program to drive alignment with our suppliers. Meanwhile, significant attention was paid to the renegotiation of Aegon’s contracts with its vendors and suppliers in the Netherlands, following the completion of the a.s.r. transaction.

Working with our value chain to address climate change

In 2023, Aegon’s businesses around the world continued to work closely with their supplier base on topics related to sustainability.

For example, with its Supplier Diversity Program, Transamerica actively seeks out certified diverse suppliers that can provide competitive, high-quality goods and services. In 2023, Transamerica updated its external website to refocus on our supplier diversity program and maintained year-on-year growth in terms of the proportion of our addressable spend invested with diverse suppliers. In 2024, Transamerica will raise awareness of the program across Transamerica and will continue to educate business stakeholders on the benefits of diverse suppliers.

During 2023, Transamerica also initiated outreach to its top suppliers to invite them to participate in its sustainability program, with successful results. Transamerica has incorporated sustainability ratings into its Procurement practice and is working on increasing awareness of the program throughout the company. In 2024, Transamerica has committed to ensure that its top 150 suppliers will participate in sustainability assessments and continues to work to expand the program.

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In the United Kingdom, Aegon increased the number of existing suppliers with whom it aims to work on sustainability issues from 46 to 50. In 2024, Aegon UK will agree action plans with the cohort and conduct annual assessments of the companies’ sustainability credentials in subsequent years. A key objective of these assessments is to more accurately determine suppliers’ contributions to Aegon’s scope 3* greenhouse gas emissions.

During the year, Aegon UK also organized training for its procurement and supplier management teams through the Carbon Literacy Project. The training aimed to raise employees’ awareness of climate change and mitigation and adaptation strategies. After completion of the training, employees were accredited as being carbon literate through the program.

Across Aegon, we make a concerted effort to spread good sustainability ideas and practices between our diverse teams and locations. In the United Kingdom, for example, Aegon uses a third-party tool to calculate the carbon emissions of its suppliers. We aim to extend the use of this tool to other parts of our business in 2024, driving further alignment in how we assess – and remediate – the environmental footprint of our supply chain.

Maintaining an inclusive and diverse supplier base

At Aegon, we view an inclusive procurement process as a sound basis for healthy business relationships for all parties. We therefore actively foster relationships with a diverse range of suppliers who offer high-quality goods and services with competitive pricing. Above all, it is important that the partners we work with share our progressive approach to inclusion and diversity and that they reflect the diverse customers and communities that we serve. We implement this approach at the business unit level. Through its Supplier Diversity Program, our US business, Transamerica, actively seeks certified diverse suppliers that can provide competitive, high-quality goods and services. In 2023, Transamerica’s public website was updated to provide more information about the program. Meanwhile, the business continued to report year-on-year growth in the percentage of addressable spend allocated to diverse suppliers.

Our distribution partners are another important driver of our inclusion and diversity strategy. In the US in particular, Aegon has a well-developed distribution network of agents through WFG. In 2023, Transamerica took steps to expand and broaden its distribution network to serve more diverse customer groups. The approach included recruiting WFG agents from diverse communities who can meet the needs of customer groups traditionally underserved by financial services companies, such as minorities.

Aligning on sustainability: Our responsible procurement program The annual responsible procurement program assessments enable Aegon to monitor the objectives and performance of its suppliers and partners in relation to key ESG issues. This understanding is an important starting point to drive alignment on issues such as climate change and inclusion and diversity within our value chain. Our responsible procurement program has traditionally been centrally managed by Aegon’s Corporate Procurement function. In 2023, we began the process of integrating the program across our different businesses around the world. From 2024, all Aegon business units will be required to set and report on responsible procurement -related targets for their respective suppliers, in line with Aegon’s company-wide targets for suppliers. Business units will also be expected to work more closely with suppliers to ensure good business practices throughout their supply chains. With a more coordinated approach, we aim to increase transparency on how our strategic supplier base is performing and how this supports our broader sustainability ambitions as an organization.

Embedding good business conduct

in the supply chain

To ensure good business conduct across its supplier base, Aegon sets high standards for partners and suppliers, which are communicated in the company’s global Vendor Code of Conduct. As stated in the Code, Aegon’s Tier 1 suppliers are required to demonstrate compliance with these standards on an annual basis and are encouraged to register for assessment by the responsible procurement program (see box out above for more information on Aegon’s responsible procurement program).

In addition to promoting the Vendor Code of Conduct, Aegon’s businesses monitor standards for good business conduct in their respective markets, and encourage local partners to comply with these wherever possible. In 2023, Aegon UK became a signatory to the UK Stewardship Code, a voluntary set of guidelines aimed at raising the standard of stewardship practices used by asset owners, managers, and service providers. During the year, the business also continued to encourage critical and local suppliers to become Living Wage Employers, meaning that they are accredited by the Living Wage Foundation for their commitment to pay employees in line with the current cost of living.

32 | Annual Report on Form 20-F 2023

Investors

In 2023, Aegon continued to make progress against its strategic and financial commitments. We have sharpened our strategic focus, enhanced our risk profile, strengthened our balance sheet, further stabilized our capital ratios, and improved Aegon’s performance. The financial targets for the end of 2023 set at Aegon’s 2020 Capital Markets Day were more than achieved. These achievements demonstrate the enduring strength of our strategy. At our Capital Markets Day in June 2023 in London, we shared the actions we are taking as part of our next chapter, which will lead to attractive and growing returns for our shareholders. It is Aegon’s ambition to increase Transamerica’s value by capturing the opportunities in the US middle market. The strategy will increase both the level and the quality of capital generation from growth in Strategic Assets and from the accelerated reduction of the exposure to Financial Assets. At the same time, we will continue to strengthen the UK and Asset Management businesses and invest in the growth of our various international joint ventures.

Solid financial performance

Building on the progress of its transformation program, in 2023 Aegon published updated financial targets for 2025. We aim to increase the free cash flow from EUR 715 million in 2023 to around EUR 800 million by 2025. Free cash flow is supported by improving the quantity and the quality of operating capital generation. Thanks to severalone-time items occurring during the year, operating capital generation of EUR 1.28 billion was above the guidance of more than EUR 1.0 billion for 2023. For 2025, Aegon aims to achieve approximately EUR 1.2 billion in operating capital generation, a target that will be primarily supported by the growth of Aegon’s Strategic Assets in the US. This in turn will support our dividend target of around 40 eurocents per common share in 2025, barring unforeseen circumstances. This target reflects the expected benefits of the a.s.r. transaction and the execution of our US strategy.

In 2023, Aegon increased its interim dividend by 3 eurocents to 14 eurocents per common share and proposed to the Annual General Meeting (AGM) that the final dividend be increased by 4 eurocents to 16 eurocents per common share. We also executed a share buyback program of EUR 200 million in the first half of the year. Following the closing of the transaction with a.s.r. in July, we also initiated a EUR 1.5 billion share buyback program of which 54% was completed byyear-end 2023. In total, Aegon delivered EUR 1,525 million in the form of dividends and share buybacks to shareholders in 2023.

Aegon’s gross financial leverage position decreased to EUR 5.1 billion at the end of 2023 compared with 2022, mainly driven by the maturity and repayment of a EUR 500 million senior bond. The gross financial leverage delivered EUR 580 million value in the form of interest payments to bondholders.

Value derived from share performance

Aegon’s share price increased by 8% in 2023. As a result, it outperformed the broader European insurance industry (the STOXX Europe 600 Insurance Index ended the year up by 6%). We believe Aegon’s relative outperformance was driven by a continued progress against our financial commitments and management actions to improve our strategic focus and risk profile. In addition, favorable equity markets and higher interest rates supported the development, despite the pressure on the equity market in the wake of the US banking crisis in the early months of 2023, and negative market sentiment toward Dutch insurance companies following unfavorable court rulings against two of Aegon’s peers in the second half of the year. Our total shareholder return for the year amounted to a gain of 16%. This measure takes into account both dividend payments and share-price performance.

Safeguarding long-term value

As we continue our transformation journey, we are committed to maintaining sufficient capital in our businesses and at the holding. This approach allows Aegon’s management to focus its time and energy on increasing the return on capital, and distributing capital to shareholders. As part of our capital management approach, we will continue to focus on managing the capital positions of our businesses according to their respective operating levels over time.

Capital deployment decisions are driven by Cash Capital at Holding, taking into account our gross financial leverage target and planned management actions to further improve the company’s risk profile. Cash Capital at Holding is supported by free cash flow, which is defined as the amount of cash available from remittances from country units after subtracting the holding funding and operating expenses, with the latter resulting from, for example, paying interest to bondholders.

The operating range for Cash Capital at Holding is EUR 0.5 billion to EUR 1.5 billion. In line with our capital management approach, we have the ambition to reduce Cash Capital at Holding to around themid-point of the operating range over time by returning capital to shareholders in the absence of value-creating opportunities. As previously indicated, following the completion of the transaction with a.s.r., Aegon will reduce its gross financial leverage to around EUR 5.0 billion. We aim to pay dividends to shareholders in line with the growth of sustainable free cash flow, barring unforeseen circumstances.

About Aegon Governance and risk management Financial information Sustainability information

Society

Key performance indicators (KPIs)

for this stakeholder group:

At Aegon, we seek to add value to society by providing accessible financial solutions that enable people to protect their assets and save for retirement, thereby reducing the burden on public pension and other social systems. At the same time, we look for opportunities to drive positive change at a local or regional level, working with our communities to address key societal issues such as climate change and inclusion and diversity, which can affect people’s ability to live their best lives. In addition, we strive to be a good corporate citizen and maintain good business practices; for example, by paying fair taxes in the markets in which we operate.

Addressing climate change from a societal perspective

Addressing climate change and its impact on society underpins our purpose and sustainability ambitions. In line with our DMA topics and priority themes, we are therefore taking steps to support the climate transition and contribute to a more sustainable, climate-resilient society in partnership with our communities.

Aegon’s responsible investment approach directly supports our climate risk and opportunity management. For example, through our US business, Transamerica, the company has committed to investing USD 2.5 billion by 2025 to support activities that can help society mitigate climate change or adapt to its impacts. In 2023, Transamerica added new climate-related investments to its portfolio. Several of these investments, including Commercial Property Assessed Clean Energy(C-PACE) asset-backed securities, address the need to engage ordinary households and individuals in the transition to a more climate-conscious society. C-PACE is a financing structure in which building owners borrow money to finance projects related to energy efficiency, renewable energy, or energy storage, for example, or storm and seismic hardening.

Transamerica also added to an existing position in the asset-backed securities of the GoodLeap Sustainable Home Improvement Trust. GoodLeap is the leading USpoint-of-sale platform for sustainable home solutions, enabling homeowners to pay for sustainable home improvements, such as solar panels and energy-efficient windows.

34 | Annual Report on Form 20-F 2023

Building more inclusive communities and societies

In line with our focus on inclusion and diversity, Aegon’s businesses make community investments to help support people from within the communities in which they operate. Our community investments are also an opportunity for Aegon employees to support Aegon’s purpose and sustainability ambitions by contributing to a healthier and fairer society.

Through our Global Community Investment Framework, we pay particular attention to initiatives that promote social and financial empowerment within our local communities. For social empowerment, we seek partnerships that increase the opportunities and skills of people in our communities, expand their networks, provide access to essential services, and enable them to manage their financial health. For financial empowerment, our partnerships focus on building financial awareness, knowledge, and skills, and giving people the tools to become more financially resilient.

In 2023, Aegon supported 420 charities and good causes. Our donations amounted to EUR 7.6 million, a 16.6% decrease compared with 2022. Much of this investment was driven by our Charitable Donations Standards, which require country units to allocate at least 50% of their annual donations to causes that directly support financial security and personal wellbeing. Aegon employees recorded 20,634 volunteer hours in 2023 (equivalent to EUR 1.5 million, based on volunteers’ average salaries).

Anti-corruption and anti-bribery, including whistleblower protection

Business conduct is a fundamental area of focus for Aegon. The subject is heavily influenced by legal requirements, and includes aspects ranging from business ethics to anti-corruption and bribery, and whistle-blower protection. Further information on these topics can be found on page 473.

Aegon colleagues join forces for Global Force for Good Week In May 2023, Aegon’s businesses and partnerships around the world came together for the company’s first Global Force for Good Week. More than 2,000 colleagues participated in the event, representing over 20 different Aegon offices. The event was overseen by a global taskforce made up of colleagues from a wide range of backgrounds and disciplines. In total, more than 200 worthy local causes benefitted from Aegon’s support during the week.

Responsible tax

Aegon makes a valuable economic and social contribution to the communities in which it operates through the company’s own tax payments, as well as the collection and payment of third-party taxes. We seek to pay “fair taxes,” namely by paying the right amounts of taxes in the right places. Published online, our Global Tax Policy outlines our approach to responsible tax, which seeks to align the long-term interests of our customers, employees, business partners, investors, and wider society. Aegon adheres to the VNO-NCW Tax Governance Code (as published onhttps://www.vno-ncw.nl/taxgovernancecode) for further details, please refer to Aegon’s Global Tax Report.

About Aegon Governance and risk management Financial information Sustainability information Performance in 2023 Financial markets in 2023 were dominated by inflation levels above those targeted by central banks, as well as a continued interest rate volatility. Equity markets were volatile as well, but ended the year strong. Adiditionally, markets were influenced by uncertain political situations in several countries: most prominently the continued war in Ukraine, and the escalation of the conflict between Israel and Hamas in the fourth quarter of 2023. 36 | Annual Report on Form 20-F 2023

These developments impacted Aegon’s performance during the year. While the UK workplace business saw good new business inflows, the performance of the UK retail and asset management businesses was challenged. Despite this, Aegon maintained solid financial results and strong capital positions. The company delivered on its targets and on the guidance given at the start of the year, reporting for the first time under the new IFRS 9 and IFRS 17 accounting standards. Aegon’s performance this year provides a solid foundation for achieving its 2025 financial targets set out at the Capital Markets Day in June 2023.

Financial performance

The operating result amounted to EUR 1.5 billion in 2023, which was a decrease of 17% compared with 2022. The operating result was determined by the release of the Contractual Service Margin and of the Risk Adjustment, both of which were determined pursuant to IFRS 17, partly offset by experience variances and by the result from onerous contracts. The decrease of the operating result was driven by a decrease in the net investment result following management actions such as the reinsurance of a universal life portfolio and assumption updates, as well as lower revenues from fee business following outflows and adverse market movements. Our net result amounted to a loss of EUR 199 million for 2023. The operating result was more than offset by Other charges from the completion of the transaction with a.s.r. and from model and assumption changes, as well asone-time investments in the US. In addition, realized losses on bond sales contributed unfavorably to the net loss but were offset by gains in the Other Comprehensive Income in shareholders’ equity.

The capital ratios of Aegon’s businesses in the US and UK increased somewhat over the year and remained above their respective operating levels. This underscores the effectiveness of the actions we have taken to improve our risk profile and reduce the volatility of our capital position. This includes management actions on the US Universal Life portfolio – where we reinsured further parts of the portfolio and bought back investor-owned policies – and further approvals for long-term care rate increases. In the UK, the increase of the UK Solvency II ratio mainly reflects a benefit from the risk margin reform by the UK regulator.

Free cash flows decreased from EUR 780 million in 2022 to EUR 715 million in 2023, and contributed – together with the cash proceeds of EUR 2.2 billion from the transaction with a.s.r. – to the increase in Cash Capital at Holding to EUR 2.4 billion by the end of 2023, above the operating range of EUR 0.5 billion to EUR 1.5 billion.

As announced with the transaction, Aegon launched a EUR 1.5 billion share buyback program, of which 54% had been completed at theyear-end of 2023. In addition, Aegon has executed a EUR 200 million share buyback program in the first half of the year, in line with its intentions to return surplus cash capital to shareholders. As a result of the transaction with a.s.r., we announced to reduce our gross financial leverage by up to EUR 700 million of which EUR 500 million was implemented by the end of the year bringing the gross financial leverage to EUR 5.1 billion.

As a result of the progress we have made, both strategically and financially, we will propose a final dividend for 2023 of 16 eurocents per common share. This brings the full-year dividend to 30 eurocents per common share, compared with 23 eurocents over 2022.

At our 2023 Capital Markets Day, we set new financial targets for the coming years. We aim for approximately EUR 1.2 billion of operating capital generation in 2025, barring unforeseen circumstances. This reflects an expected increase in new business as we aim to profitably grow our US business. Free cash flow, including the dividends that we expect to receive from a.s.r., is expected to increase to approximately EUR 800 million in 2025. We target a dividend over 2025 of around 40 eurocents per common share, 10 cents more than proposed for 2023.

Further information on our performance in 2023 can be found in the “Results of operations” section on page 102.

Financial targets for 20251

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38 | Annual Report on Form 20-F 2023

Governance and risk management 2023 40 Boards and Governance 40 Letter from the Chairman of the Board 42 Corporate governance 47 Sustainability governance 48 Composition of the Board and Executive Committee 54 Report of the Board of Directors 62 Remuneration Report 79 Risk and capital management 79 Risk management 85 Capital and liquidity management 91 Regulation and compliance 91 Regulation and supervision 93 Code of Conduct 94 Controls and procedures Annual Report on Form 20-F 2023 | 39

About Aegon Governance and risk management Financial information Sustainability information Letter from the Chairman of the Board William Connelly Chairman Board of Directors, Aegon 2023 was another important year of transition as Aegon began a new chapter in its transformation and took further steps to create value for its stakeholders. The year was marked by the completion of several important milestones for Aegon that required the close attention of the Board of Directors. I am pleased with the progress that Aegon is making in its ongoing transformation, and with the commercial momentum in key markets. One such step was the closure of the transaction to combine Aegon’s Dutch pension, life andnon-life insurance, banking, and mortgage activities with a.s.r. to create a leading Dutch insurance company. The Board closely monitored the transaction with a.s.r., including the post-closing process. The almost 30% stake in a.s.r. allows Aegon to benefit from the synergies and commercial opportunities this combination will generate. Furthermore, the associated EUR 1.5 billion share buyback program, which uses the majority of the cash proceeds from this transaction, is proceeding well. The completion of the transaction resulted in changes to Aegon’s corporate structure and regulatory landscape. In particular, as the company no longer had a regulated insurance entity in the Netherlands, a new group supervisor was required. Following discussions in the college of supervisors, the Bermuda Monetary Authority (BMA) informed Aegon that it would become its group supervisor if the company were to move its legal domicile to Bermuda. The Board of Directors closely reviewed the implications of the redomiciliation from the perspective of all stakeholders. After extensive discussions with Aegon’s leadership and external advisors, the Board concluded that the proposed move is in the best interest of the company’s stakeholders and provides the company with the stability needed to continue executing its strategy. We therefore strongly supported the change in supervisor as well as the move 40 | Annual Report on Form 20-F 2023

Letter from the Chairman of the Board

of the company’s legal seat. On behalf of the Board, I would like to thank Aegon’s former group supervisor, the Dutch Central Bank (DNB), for the pleasant and efficient cooperation over the years. We look forward to further fostering a fruitful relationship with our new group supervisor, the Bermuda Monetary Authority.

The redomiciliation of Aegon has also resulted in Aegon adopting a new governance structure. This includes the introduction of aone-tier board, comprising the members of the Supervisory Board under the previous framework – in anon-executive role – and the CEO as an Executive Director. The Board has also been involved in the successful implementation of the new structure. As part of the engagement process with stakeholders on this topic, amendments were made to the governance framework to further enhance shareholder rights. The Board was pleased with the constructive dialogue with stakeholders, as well as the outcome.

Engagements with stakeholders

During this important year of transition, it was more important than ever to maintain close engagement with Aegon’s shareholders and other stakeholders. In addition to the redomiciliation to Bermuda, a key governance issue discussed was the proposed changes to Aegon’s remuneration policy, with the new policy set to be voted on by shareholders at the 2024 Annual General Meeting (AGM).

A highlight of the engagement calendar in 2023 was Aegon’s Capital Markets Day (CMD) in June. In light of the transformation process the company is in, the CMD was an opportunity for Aegon to showcase the strong position and ambitions of its businesses in the United States. Aegon’s leadership also presented its plans and financial targets for the coming three years, which include a meaningful reallocation of capital from Financial Assets to Strategic Assets. This will improve both the risk profile and profitability of the US businesses. The Board of Directors was closely involved in the preparations for the event, which included the official launch of Aegon’s new brand and logo, symbolic of a new era for the company.

Committed to creating value

As we work to ensure the right governance and operational path for the future, Aegon’s leadership and employees remain committed to creating long-term value for all stakeholders and to delivering on the company’s purpose of Helping people live their best lives. This includes not only enabling financial wellbeing for customers, but also having a positive impact on society at large. In 2023, the Board of Directors was pleased to see Aegon make progress on its sustainability ambitions, and particularly on the priority themes of climate change and inclusion and diversity. A notable milestone in Aegon’s commitment to its sustainability approach was the addition of a new climate target to reduce the carbon intensity of Aegon’s directly held real estate investments.

The increased focus on its sustainability approach is in line with the work Aegon undertook during the year to strengthen itsnon-financial reporting and controls. This includes preparations for the European Union’s Corporate Sustainability Reporting Directive (CSRD), which will apply to Aegon from the 2024 reporting year. The Board welcomes the progress made in this area, including the steps taken to mature the company’s double materiality assessment (DMA) process.

In the area of financial reporting, the implementation of IFRS 17, which became effective in January 2023, was another important focus for the Board of Directors. Having assisted Aegon extensively in preparing for the introduction of the new standards in 2022, our attention turned to the implementation process. The priority was to ensure this was well managed and that the decisions made in relation to the implementation of IFRS 17 were well founded. Following regular discussions with Aegon’s management and our outside advisors on this issue, we are satisfied with the implementation process.

A strong foundation to begin the next chapter

The Board welcomes the steps Aegon took in 2023 to drive the business to its full potential and begin the next chapter of its transformation. We fully support Aegon’s leaders as they take the necessary actions to adapt to a changing environment and deliver on the company’s ambitions. Similarly, the Board members and I are satisfied that we have fulfilled our responsibilities to Aegon and its stakeholders during this pivotal year. Our efforts were supported by the reappointment of Dona Young. The composition and experience of the Board was again a key consideration in this appointment, as we continued to maintain a good balance in terms of gender diversity, nationality, and background. I also welcome the recent proposal to appoint Albert Benchimol to the Board of Directors for a four-year term and the most recent proposal to reappoint Lard Friese as Executive Director and CEO at the upcoming Annual General Meeting of Shareholders (AGM) on June 12, 2024.

On behalf of the members of the Board, I would like to thank Aegon’s employees around the world for their important contribution to the company’s purpose and strategic goals. As always, I am grateful to Aegon’s investors for their continued confidence in the company and its people as we embark together on this next phase of our transformation.

Chairman Board of Directors, Aegon

About Aegon Governance and risk management Financial information Sustainability information

Corporate governance

and Corporate Governance Statement

Aegon is a Bermuda exempted company with liability limited by shares, having its registered office in Hamilton, Bermuda. Aegon has its principal place of business in The Hague, the Netherlands, where its headquarters are. Aegon is registered with the Bermuda Registrar of Companies under number 202302830 and the Dutch trade register under number 27076669. Aegon, as a Bermuda company, is subject to Bermuda law and its governance is predominantly determined by Bermuda law, itsbye-laws, its memorandum of continuance and its board regulations. On December 31, 2023, Aegon qualified as anon-resident company under the Dutch Non-Resident Company Act, due to which certain Dutch legal requirements, mainly relating to drawing up the annual accounts in accordance with Title 9 of Book 2 of the Dutch Civil Code, will apply. As Aegon is a company established in Bermuda, the Dutch Corporate Governance Code does not apply to Aegon.

The shareholders

Listing and shareholder base

Aegon’s common shares are listed on Euronext Amsterdam and the New York Stock Exchange. Aegon has institutional and retail shareholders around the world. More than three-quarters of shareholders are located in the United States, the Netherlands, and the United Kingdom. Aegon’s largest shareholder is Vereniging Aegon, a Dutch association with a special purpose to protect the broader interests of the company (Aegon) and its stakeholders.

General Meeting of Shareholders

A General Meeting of Shareholders (the “General Meeting”) is held at least once a year and, if deemed necessary, the Board of Directors (the “Board”) of the Company may convene an Extraordinary General Meeting. The main function of the General Meeting is to decide on (re)appointments to the Board, appointment of the auditor, the amendments of thebye-laws, adoption of the remuneration policy, approval of resolutions of the Board entailing a significant change in the identity or character of the Company or its business and any issue of Aegon shares exceeding 10% of Aegon issued share capital unless the Board determines that the issuance of shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of Aegon.

At every annual General Meeting, the Board shall present shareholders with the annual accounts to be discussed during the meeting. The Board shall also annually present shareholders with a remuneration report that shall be put

to an advisory vote, which shall not be binding on the Board or the Company.

Convocation

A General Meeting must be convened at least 30 days prior to the day of the General Meeting and shall be called by way of a press release and publication on the website. The notice shall specify the place, day and time of the meeting, the record date, means of electronic communication and the agenda of the meeting. General Meetings will be convened by the Board. Shareholders representing at least ten per cent (10%) of thepaid-up share capital may request a General Meeting. Shareholders representing at least one per cent (1%) of the issued capital or one hundred (100) or more shareholders jointly may request one or more items to be added to the agenda of a General Meeting. Such a request must be received by the Company not less than six (6) weeks before the General Meeting. Matters that are not reserved for, or do not require a resolution of the General Meeting pursuant to thebye-laws or Bermuda law, may only be included as anon-voting discussion item that shall benon-binding to the company and the board unless otherwise and at its sole discretion determined by the Board.

Record date

The record date is used to determine shareholders’ entitlements with regard to their participation and voting rights in a General Meeting. The record date may be determined by the Board and may not be more than sixty (60) days before or later than twenty (20) business days before the date fixed for the General Meeting of Shareholders.

Attendance

Every shareholder is entitled to attend the General Meeting and vote either in person or by proxy granted in writing. This includes proxies submitted electronically. All shareholders wishing to take part must provide proof of their identity and shareholding and must notify the company ahead of time of their intention to attend the meeting. Aegon also solicits proxies from New York registry shareholders in line with common practice in the United States.

Voting at the General Meeting

At the General Meeting, each common share carries one vote. In the absence of a Special Cause, Vereniging Aegon casts one vote for every 40 common shares B it holds.

42 | Annual Report on Form 20-F 2023

Corporate governance

The Board of Directors

Aegon has a single tier Board consisting of eight Non-Executive Directors and one Executive Director. Details on the composition of the Board can be found on page 48. Subject to the provisions of the Bermuda Companies Act and the Companybye-laws, the Board manages and conducts the business of Aegon and is responsible for the general affairs of the Company, which includes setting the strategy of the Company. The Board may exercise all the powers of the Company except those powers that are required by the Bermuda Companies Act or the Companybye-laws to be exercised by the General Meeting. The members of the Board owe a fiduciary duty to Aegon to act in good faith in their dealings with or on behalf of Aegon and exercise their powers and fulfil the duties of their office honestly. In the exercise of its duties the Board shall take into account the long-term consequences of decisions, sustainability and the interest of all corporate stakeholders. For the purposes of a Director’s duty to act in the way he considers, in good faith, is in the best interests of the Company, the Director shall not be required to regard the benefit of any particular stakeholder interest or group of stakeholder interests as more important than any other.

Composition of the Board

The General Meeting appoints the members of the Board. If the appointment of a member of the Board is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires atwo-thirds majority of the votes cast, which majority must represent more than half of the of the then issued and outstanding shares.

Members of the Board will be appointed for a term of not more than four years and may be reappointed thereafter. After 12 years, a Non-Executive Director will no longer be considered independent. Aegon aims to ensure that the composition of the company’s Board is in line with Aegon’s Inclusion and Diversity Policy and is as such well-balanced in terms of professional background, geography, gender, and other relevant aspects of this policy. A profile, which is published on aegon.com as schedule to the board regulations, has been established that outlines the required qualifications of the members of the Board. If the removal or suspension of a member of the Board is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires atwo-thirds majority of the votes cast, which majority must represent at least half (1/2) of the then issued and outstanding shares. The Board determines the remuneration and other terms of service of the Executive Director and the Non-Executive Directors, with due observance of the remuneration policy for the Board. This remuneration policy is adopted by the General Meeting ultimately at the fourth annual general meeting held after the General Meeting in which the remuneration policy was most recently adopted.

The Board may, subject to its control, delegate all powers, authorities, and discretions relating to theday-to-day-operations and general business and affairs of Aegon to Aegon’s Chief Executive Officer (the “CEO”). The Board oversees the execution of its responsibilities and delegated powers, authorities and discretions by the CEO and any other person or committee to which the Board has delegated any of its duties and responsibilities and is ultimately responsible for the fulfillment of the Board’s duties by them.

Committees

The Board has four committees compromising solely of Non-Executive Directors. These committees are the:

Please see page 58 for the composition of the Board’s committees and the Board Report for more information on the functioning of these committees

The Chief Executive Officer

The CEO is a member of the Board of Directors and is responsible for theday-to-day management and general business and affairs of the Company and the Group. In particular, the CEO is entrusted with all of the Board’s powers, authorities, and discretions in relation to the operational running of the Company, particularly powers, authorities, discretions including but not limited to: the operational running of the Company and the Business, developing the Company’s strategy for consideration, determination and approval by the Board and the implementation of such strategy, and managing performance of the business. Lard Friese is the Chief Executive Officer of Aegon.

The Executive Committee

The members of Aegon’s Executive Committee work alongside the CEO and help oversee operational issues and the implementation of Aegon’s strategy. Members are drawn from Aegon’s functional, business, and country units, and have both regional and global responsibilities. This ensures that Aegon is managed as an integrated international business. The Executive Committee provides vital support and expertise in pursuit of the company’s strategic objectives. Please see page 48 for the composition of the Executive Committee.

Capital, significant shareholders, and exercise of control

As a publicly listed company, Aegon is required to provide the following detailed information regarding any structures or measures that may hinder or prevent a third party from acquiring the company or exercising effective control over it.

About Aegon Governance and risk management Financial information Sustainability information

The capital of the company

Aegon has an authorized capital of EUR 720 million, divided into 4 billion common shares and 2 billion common shares B, each with a nominal value of EUR 0.12. As of December 31, 2023, a total of 1,814,726,912 common shares and 389,759,240 common shares B had been issued, whereby the common shares comprise 82% and the common shares B comprise 18% of the issued capital.

Depository receipts for Aegon shares are not issued with the company’s cooperation.

As per the Dutch act regarding the conversion of bearer shares, all 16,040 bearer shares outstanding at December 2020 have been converted into registered shares held by the company as per January 1, 2021. Until January 1, 2026, and upon request of a holder of a certificate of a bearer share, the company will provide the holder of such a valid certificate of a bearer share with a registered share as a replacement of the bearer share.

Each common share carries one vote. There are no restrictions on the exercise of voting rights by holders of common shares.

All issued and outstanding shares B are held by Vereniging Aegon, the company’s largest shareholder. The nominal value of the common shares B is equal to the nominal value of a common share. This means that common shares B also carry one vote per share. However, the voting rights attached to common shares B are subject to restrictions as laid down in the Voting Rights Agreement, under which Vereniging Aegon may cast one vote for every 40 common shares B it holds in the absence of a Special Cause.

The financial rights attached to a common share B areone-fortieth (1/40th) of the financial rights attached to a common share. The rights attached to the shares of both classes are otherwise identical. For the purpose of the issuance of shares, reduction of issued capital, the sale and transfer of common shares B or otherwise, the value or the price of a common share B is determined asone-fortieth (1/40th) of the value of a common share. For such purposes, no account is taken of the difference between common shares and common shares B in terms of the proportion between financial rights and voting rights.

Significant shareholdings

On December 31, 2023, Vereniging Aegon, Aegon’s largest shareholder, held a total of 313,944,810 common shares and 381,813,800 common shares B.

Under the terms of the 1983 Merger Agreement, as amended in May 2013, Vereniging Aegon has the option to acquire additional common shares B. Vereniging Aegon may exercise its call option to keep or restore its total stake to 32.6% of the

voting rights, irrespective of the circumstances that caused the total shareholding to be or become lower than 32.6%.

During 2023, the following agreements have been concluded between Aegon and Vereniging Aegon.

On August 16, 2023, the members of Vereniging Aegon voted to instruct the board of Vereniging Aegon, subject to the board’s fiduciary duties, to vote all of Vereniging Aegon’s Common Shares and Common Shares B (based on one vote per 40 Common Shares B) at Aegon’s next extraordinary general meetings on extraordinary general meetings of September 29, 2023 and September 30, 2023 in favor of Aegon’s redomiciliation from the Netherlands to Bermuda, by way of (i) a conversion into a Luxembourg S.A. followed by (ii) a conversion into a Bermuda Ltd. (the “Redomiciliation”). Following such vote of the members of Vereniging Aegon, the board of Vereniging Aegon is obligated, pursuant to the terms of the Voting Undertaking Agreement, dated as of June 29, 2023, between Aegon and Vereniging Aegon, and subject to the board’s fiduciary duties, to vote all of such shares in favor of the Redomiciliation.

On December 8, 2023, Aegon entered into a share repurchase agreement with Vereniging Aegon, pursuant to which the Vereniging Aegon agreed to participate in the second and third tranche of the Aegon’s current 1.5 billion Euro share buyback program and Aegon agreed to repurchase a certain number of Common Shares from Vereniging Aegon for an aggregate consideration equal to EUR 139.5 million Euro which will be equally distributed over the total number of trading days during the remainder of the current share buy back program of Aegon. The number of Common Shares that Aegon will repurchase from Vereniging Aegon will be determined based on the daily volume-weighted average price per common share on Euronext Amsterdam on a weekly basis.

On December 18, 2023, Aegon repurchased 112,619,440 common shares B from Vereniging Aegon for the amount of EUR 14,804,951.58 based on 1/40th of the Value Weighted Average Price of the common shares of the five trading days preceding this transaction. The repurchase of common shares B was executed to bring the aggregate holding of voting shares by Vereniging Aegon in Aegon more in line with its special cause voting rights of 32.6% following the completion of the Share Buy Back Programs, initiated by Aegon in July 2023 following the completion of the transaction with a.s.r.

For an overview of other significant shareholders, please see paragraph “other major shareholders” in the chapter Major Shareholders on page 383.

44 | Annual Report on Form 20-F 2023

Corporate governance

Special control rights

The common shares and the common shares B offer equal full voting rights, as they have equal nominal value (EUR 0.12). The Voting Rights Agreement entered into between Vereniging Aegon and Aegon provides that under normal circumstances, that is, except in the event of a Special Cause, Vereniging Aegon is not allowed to exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a Special Cause, Vereniging Aegon may cast one vote for every common share it holds and one vote only for every 40 common shares B it holds. In the event of a Special Cause, Vereniging Aegon may cast one vote for every common share and one vote for every common share B.

A Special Cause may include:

If Vereniging Aegon, acting at its sole discretion, determines that a Special Cause has arisen, it must notify the General Meeting of Shareholders. In this event, Vereniging Aegon retains full voting rights on its common shares B for a period limited to six months. Vereniging Aegon would, for that limited period, command 32.6% of the votes at a General Meeting of Shareholders.

Based on the Voting Rights Agreement, Vereniging Aegon has a right to, at its own discretion, take the decision to exercise its full voting rights on common shares B. Vereniging Aegon may exercise this right unilaterally and independent of Aegon and therefore also irrespective of any decisions of the Board of Aegon.

Issue and repurchase of shares

In accordance with Bermuda law, the Board will be authorized to issue Aegon shares up to Aegon Ltd.’s authorized capital. However, thebye-laws determine that any issue of Aegon shares exceeding 10% of Aegon’s issued share capital, requires a resolution of the General Meeting, unless the Board determines that the issuance of shares is necessary or conducive for purposes of safeguarding, conserving or strengthening the capital position of Aegon. As a result, other than in the case as described in the previous sentence, any transaction which would require the issuance of more than 10% of Aegon’s issued share capital will require shareholder approval.

In September 2023, Aegon announced that it will propose an amendment to itsbye-laws on the Annual General Meeting 2024, to include in thebye-laws that upon the issuance of common shares, each holder of common shares will have

pre-emptive rights in proportion to the number of common shares held by such shareholder and that the General Meeting can authorize the Board to limit or exclude pre-emptive rights. Annually Aegon will request (i) an authorization to excludepre-emptive rights for up to 10% of the issued share capital, and (ii) an authorization to excludepre-emptive rights for share issuances for purposes of safeguarding, conserving, or strengthening Aegon’s capital position. Issuances for equity compensation plans or against anon-cash contribution will be excluded frompre-emptive rights.

Aegon is entitled to acquire its own fully paid-up shares, providing it acts within the parameters set by Bermuda law and the Dutch Non-Resident Companies Act. In September 2023, Aegon confirmed that it will propose an amendment to itsbye-laws at the Annual General Meeting of Shareholders 2024, to include in thebye-laws that a resolution to declare a final dividend and a resolution regarding the acquisition of own shares by Aegon will require an authorization from the General Meeting. Aegon will request this authorization annually.

Transfer of shares

There are no restrictions on the transfer of common shares. Common shares B can only be transferred with the prior approval of Aegon’s Board.

Aegon has no knowledge of any agreement between shareholders that might restrict the transfer of shares or the voting rights pertaining to them.

Significant agreements and potential change of control

Aegon is not party to any significant agreements that would take effect, alter, or terminate as a result of a change of control following a public offer for the outstanding shares of the company, other than those customary in financial markets (for example, financial arrangements, loans, and joint venture agreements).

Share plan

Senior executives at Aegon companies and some other employees are entitled to variable compensation of which part is granted in the form of shares. For further details, please see the Remuneration Report on page 62 and note 44 of the notes to Aegon’s consolidated financial statements on page 315. Under the terms of existing share plans the vesting of granted rights is predefined. The shares shall vest as soon as possible in accordance with payroll requirements of the relevant subsidiary after the adoption of the company’s Integrated Annual Report at the Annual General Meeting in the year of vesting of these shares.

Appointing, suspending, or dismissing Board members

The General Meeting appoints the members of the Board. If the appointment of a member of the Board is proposed by the Board, the General Meeting resolution requires

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a simple majority of the votes cast, while otherwise, the resolution requires atwo-thirds majority of the votes cast, which majority must represent more than half of the issued share capital. Members of the Board will be appointed for a term of not more than four years. If the removal or suspension of a member of the Board is proposed by the Board, the General Meeting resolution requires a simple majority of the votes cast, while otherwise, the resolution requires atwo-thirds majority of the votes cast, which majority must represent more than half of the issued share capital.

Amending thebye-laws

The Board resolves on an amendment of thebye-laws. In order for such amendment to take effect, it must be approved by the General Meeting. An amendment of the memorandum of continuation needs to be approved by the Board and the General Meeting. Under Bermuda law, shareholders who, alone or jointly, represent at least 20%

of Aegon Ltd.’spaid-up share capital or any class thereof have the right to, within 21 days after a resolution to amend the memorandum of continuation has been adopted by the General Meeting, apply to the Supreme Court of Bermuda for an annulment of such amendment of the memorandum of continuation, other than an amendment which alters or reduces Aegon’s share capital as provided in Bermuda law. No application may be made by Shareholders voting in favor of the amendment.

Diversity and Management and Control systems Management and Control Systems relating to financial reporting

Information on Management and control systems relating to the process of financial reporting can be found on page 94.

Diversity

Information on Diversity can be found on page 30.

46 | Annual Report on Form 20-F 2023

Sustainability governance

Sustainability governance

Key roles

Aegon’s Board of Directors has ultimate oversight over sustainability. Through its Nomination and Governance Committee, the Board of Directors is advised and kept appraised of business and regulatory developments regarding sustainability.

Advice on Aegon’s sustainability approach is provided by the Global Sustainability Board (GSB), which is supported by the Corporate Sustainability team. The GSB is a senior management committee established in December 2021, to enhance overall governance and oversight of Aegon’s company-wide approach to sustainability. The GSB meets quarterly and advises the Executive Committee on Aegon’s strategic sustainability approach, including the two priority themes: climate change, and inclusion and diversity. It is chaired by the CEO of the Americas and consists of senior-level representatives from across the company, including five members of the Executive Committee.

The GSB’s core function is to steer and strengthen the sustainability approach across Aegon’s business units, and it is supported by the local sustainability boards. This includes the validation of Aegon’s double materiality assessment as required by the CSRD. This includes the validation of Aegon’s double materiality assessment, which assesses sustainability measures, as required by the CSRD. Key actions include formulating sustainability-focused commitments, key performance indicators (KPIs), and targets; and tracking these.

Incentives

As per our Remuneration Policy for the Executive Director, at least 50% of the CEO variable compensation must be determined bynon-financial performance indicators, where at least one must be ESG-related. Moreover, a significant risk or compliance incident related to ESG may result in a malus adjustment or claw-back of the CEO’s variable compensation.

The Group Risk & Capital Committee (GRCC) oversees the Financial Risk Management’s climate scenarios that analyze the potential impacts of climate change on our financial accounts. The Non-Financial Risk Committee (NFRC) oversees Risk Governance’s annual climate risk assessment that identifies possible physical and transition risks that could impact Aegon.

The Compliance function conducts Aegon’s biennial Human Rights Risk Assessment. The Compliance function also annually assesses ethics and culture via the Systematic Integrity Risk Assessments (SIRA), part of which is to assure these are in compliance with the Code of Conduct and Aegon’s core values. This is also overseen by the NFRC.

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Composition of the Board and Executive Committee

Members of the Executive Committee 1

Lard Friese (1962, Dutch)

CEO and Chairman of the Executive Committee, and executive member of the Board of Directors of Aegon Ltd.

Matthew J. Rider (1963, American)

CFO and member of the Executive Committee

Matt Rider began his career at Banner Life Insurance Company and held various management positions at Transamerica, Merrill Lynch Insurance Group, and ING before joining Aegon. From 2010 to 2013, he was Chief Administration Officer and a member of the Management

Board at ING Insurance, based in the Netherlands. In this role he was responsible for all ING’s insurance and asset management operations, and specifically for Finance and Risk Management.

Mr. Rider joined Aegon on January 1, 2017, and is CFO and member of the Executive Committee of Aegon.

Elisabetta Caldera (1970, Italian)

Chief Human Resources Officer and member of the Executive Committee

Elisabetta Caldera started her career in Human Resources (HR) in 1994 at Foster Wheeler and soon moved to ABB Alstom.

In 2004, she joined Vodafone Italy where she was appointed Human Resources and Organization Director and member of the Management Board Vodafone Italy. Ms. Caldera moved

to Vodafone Group in UK as Human Resources Director for the Global Technology function and finally was appointed as HR Director for Europe Cluster & Egypt in 2018.

Ms. Caldera joined Aegon on June 1, 2021, as Chief HR Officer and is a member of Aegon’s Executive Committee.

Ms. Caldera is a former member of the Supervisory Board of Renantis (formerly known as Falck Renewable).

Will Fuller (1971, American)

CEO of Aegon Americas and member of the Executive Committee

Will Fuller has 30 years of experience in financial services, including life insurance, annuities, retirement plans and wealth management. Prior to joining Aegon, Mr. Fuller served as Executive Vice President of Lincoln Financial Group. His responsibilities included leading growth strategies, product and distribution innovation, and governance. His previous experience also includes Merrill Lynch, where he was responsible for product and distribution for Wealth Management in the Americas.

Mr. Fuller was appointed as a member of Aegon’s Executive Committee in March 2021. He has been actively engaged in the financial services industry, most recently in forming the Alliance for Lifetime Income were he serves as Operating Committee Chairman. Mr. Fuller is a board member of the American Council of Life Insurers and LL Global, Inc. (LIMRA/LOMA), and a former board member of Forum for Investor Advice, Money Management Institute, and Insured Retirement Institute.

48 | Annual Report on Form 20-F 2023

Composition of the Board and Executive Committee

Mike Holliday-Williams (1970, British)

CEO of Aegon UK and member of the Executive Committee

Mike Holliday-Williams started his career with WHSmith in 1991 as a graduate trainee, working as a Retail Manager in many UK stores and in Business Development. In 1997, he joined Centrica where he had several general management and marketing roles in British Gas, before becoming the Residential & Marketing Director of Centrica Telecoms/One.Tel in 2004.

In 2006, Mr. Holliday-Williams joined RSA, becoming the UK Managing Director of Personal Lines in 2008, responsible

for MORE THAN, Partnerships, and the Broker businesses. In 2011, he moved to Copenhagen to become the CEO of RSA Group’s Scandinavian businesses, Codan A/S and Trygg-Hansa, and he also became a member of the RSA Group Executive Board. In 2014, he moved to Direct Line Group (DLG) to become MD of the Personal Lines business, joining the Board of DLG in February 2017.

Mr. Holliday-Williams joined Aegon UK in October 2019, to take over as CEO. He became a member of Aegon’s Executive Committee in March 2020.

Astrid Jäkel (1977, German)

Chief Risk Officer and member of the Executive Committee

Astrid Jäkel has 20 years of experience in the European and global insurance sectors. She joined Aegon from the international management consultancy firm Oliver Wyman where she was a partner in the European Insurance and Asset Management Practice, co-leader of the European Insurance Financial Effectiveness team as well as a member of the Board of Oliver Wyman’s Swiss subsidiary. Her consulting work focused on high-impact risk, capital, asset liability and investment management topics. Ms. Jäkel worked

with leading European and global insurers on a broad range of projects to help transform and optimize their risk and balance sheet management capabilities for market, credit, insurance, andnon-financial risks.

Ms. Jäkel was appointed CRO of Aegon and member of the Aegon’s Executive Committee in March 2022. Her responsibilities include managing Aegon’s Group Risk and Actuarial functions, along with maintaining the Group’s Risk Management framework and overseeing the risk management capabilities.

Marco Keim (1962, Dutch)

CEO of Aegon International and member of the Executive Committee

Marco Keim began his career with accountancy firm Coopers & Lybrand/Van Dien, before moving to the aircraft manufacturer Fokker Aircraft and NS Reizigers, part of the Dutch railway company, NS Group.

In 1999, he joined Swiss Life in the Netherlands as a member of the Board and was appointed CEO three years later. Mr.

Keim was appointed CEO of Aegon the Netherlands and member of Aegon’s Executive Committee in June 2008. From 2017 to 2020, Mr. Keim headed Aegon’s operations on mainland Europe. Since January 2020, Mr. Keim is responsible for Aegon’s insurance joint ventures in Brazil and China, its businesses in Spain & Portugal, itshigh-net-worth insurance business, as well as several ventures in Asia.

Mr. Keim is a former member of the Supervisory Board of Eneco Holding N.V.

Onno van Klinken (1969, Dutch)

General Counsel and member of the Executive Committee

Onno van Klinken has almost 30 years’ experience providing legal advice to a range of companies and leading Executive Board offices. Mr. Van Klinken started his career at Allen & Overy, and previously worked for Aegon between 2002 and 2006.

He then served as Corporate Secretary for Royal Numico, before it was acquired by Groupe Danone. His next position was as General Counsel for the Dutch global mail and express group TNT, where he served from 2008 until the legal demerger of the group in 2011. This was followed

by General Counsel positions at D.E. Master Blenders 1753 and Corio N.V.

Mr. Van Klinken rejoined Aegon in 2014 as General Counsel responsible for Group Legal, Compliance, the Board Office, and Government and Policy Affairs. Mr. Van Klinken has been a member of Aegon’s Executive Committee since August 2016. Mr. Van Klinken was appointed member of the Board of Stichting Continuïteit SBM Offshore in December 2016.

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50 | Annual Report on Form 20-F 2023

Composition of the Board and Executive Committee

Board of Directors 1

William L. Connelly (1958, French)

Chairman of the Board of Directors

Chairman of the Nomination and Governance Committee Member of the Compensation and Human Resource Committee

Bill Connelly started his career at Chase Manhattan Bank, fulfilling senior roles in commercial and investment banking in France, the Netherlands, Spain, the United Kingdom, and the United States. He was appointed to Aegon’s Board

in 2017 and became Chairman in May 2018. His current term ends in 2025.

Mr. Connelly is chairman of the Board of Directors, chairman of the Nomination and Governance Committee and member of the Compensation and Human Resource Committee. Mr. Connelly is an independent Director at the Board of Directors of Société Générale, Chairman of the Board of Directors of Amadeus IT Group S.A., and is a former member of the Board of Directors of Singular Bank, SA. (not listed).

Lard Friese (1962, Dutch)

CEO and Chairman of the Executive Committee, and (executive) member of the Board of Directors

Lard Friese earned a Master of Laws degree at the University of Utrecht. He has worked most of his professional career in the insurance industry, including 10 years at Aegon between 1993 and 2003. He was employed by ING as from 2008, where he held various positions. In July 2014, upon the settlement of the Initial Public Offering of NN Group N.V., he became the CEO of NN Group. During his tenure at NN Group, he led a wide range of businesses in Europe and Asia and created a stable platform for growth and shareholder value.

He has extensive experience in the areas of insurance, investment management, customer centricity, mergers and acquisitions, and business transformation. Mr. Friese was appointed CEO Designate as of March 1, 2020, and has been appointed Executive Director of the Board until the end of the AGM to be held in 2024. Mr. Friese is CEO and Chairman of the Executive Committee of Aegon Ltd.

Mr. Friese is also a member of the Supervisory Board of ASR Nederland N.V. and a member of the Supervisory Board of Pon Holdings B.V.(non-listed). Mr. Friese is also a member of the Board of Directors of The Geneva Association, the leading global think tank for the insurance industry.

Corien M. Wortmann-Kool (1959, Dutch)

Vice Chairman of the Board of Directors

Member of the Nomination and Governance Committee

Corien M. Wortmann-Kool was Chairman of the Board of Stichting Pensioenfonds ABP, the Dutch public sector collective pension fund until December 2022, and is a former Member of the European Parliament and Vice President on Financial, Economic and Environmental affairs for the EPP Group (European People’s Party). She was appointed to Aegon’s Board in May 2014, and her current term ends in 2024.

She is Vice Chairman of the Board of Directors, and a member of the Audit Committee and the Nomination and Governance Committee.

Ms. Wortmann-Kool is a member of the Board of Directors of DSM-Firmenich AG., Chairperson of the Supervisory Board of Netspar, and a member of the Advisory Committee of the Financial Markets Authority. She is a former member of the Supervisory Board of Het Kadaster, and a former member of the Supervisory Board of Save the Children Nederland.

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52 | Annual Report on Form 20-F 2023

Composition of the Board and Executive Committee

Caroline Ramsay (1962, British)

Chairman of the Risk Committee

Caroline Ramsay gained a Master’s degree in Natural Sciences in 1984 at Cambridge. She started her professional career at KPMG in Ipswich and London, where she qualified as a Chartered Accountant in 1987. During her long career, Ms. Ramsay gained substantial experience in Finance and Audit at large insurance companies. In addition to her strong financial background, Ms. Ramsay acquired extensive managerial expertise in executive roles at Norwich Union plc (now Aviva plc) and RSA.

Ms. Ramsay holds various Non-Executive Board positions. In 2013, she joined the board of Scottish Equitable – and as of 2017 also the boards of Aegon UK plc and Cofunds Ltd. – where she served as the Audit Committee Chair until

May 14, 2020. Ms. Ramsay was appointed to Aegon’s Board in May 2020 and her current term ends in 2024. She served as Chairman of the Audit Committee and as a member of the Risk Committee until August 2023 and is currently Chairman of the Risk Committee and a member of the Audit Committee.

Ms. Ramsay is senior independent Director of the Board of Brit Syndicates Ltd.(non-listed), a member of the Board of Directors of Ardonagh Specialty Holdings Ltd. (non-listed), and a member of the Board of Directors of Tesco Underwriting Ltd.(non-listed). Ms. Ramsay is a member of the FCA Regulatory Decisions Committee and member of the Payment Systems Regulator’s Enforcement Decisions Committee. Ms. Ramsay is a former member of the Board of Directors of Aberdeen UK Smaller Companies Growth Trust plc.

Thomas Wellauer (1955, Swiss)

Member of the Compensation and Human Resource Committee

Thomas Wellauer started his professional career at McKinsey & Company, where he served as Senior Partner and Practice Leader. He held various executive management positions at multi-industries, including financial services, pharmaceuticals, and chemicals. Among others, he served on the Executive Committees of Winterthur, Credit Suisse, Novartis, and Swiss Re. His most recent position from 2010 to 2019 was Group Chief Operating Officer of Swiss Re. During his career, Mr. Wellauer also served as independent

Director on the boards of several global companies such as Munich Re and Syngenta.

Mr. Wellauer was appointed to Aegon’s Board in May 2020, and his current term ends in 2024. He is a member of the Audit Committee and a member of the Compensation and Human Resource Committee.

Mr. Wellauer is Chairman of the Board of Directors of SIX Group (not listed), and Chairman of the Board of Trustees of the University Hospital Zurich Foundation. Mr. Wellauer is the former Chairman of the International Chamber of Commerce in Switzerland.

Dona D. Young (1954, American)

Chairman of the Compensation and Human Resource Committee

Member of the Nomination and Governance Committee Member of the Risk Committee

Dona D. Young is an executive/board consultant and retired Chairman, President, and Chief Executive Officer of The Phoenix Companies, which was an insurance and asset management company at the time of her tenure. She was appointed to Aegon’s Board in 2013, and her current term will end in 2025.

She is Chairman of the Compensation and Human Resource Committee, member of the Nomination and Governance Committee, and member of the Risk Committee.

Ms. Young is member and Chairman of the Board of Directors of Foot Locker, Inc. Furthermore, Ms. Young is a Director of the Board of Spahn & Rose Lumber Company (not listed), member of the Board of the National Association of Corporate Directors, and independent Director of the Board of Directors of USAA.

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Report of the Board of Directors

On June 30, 2023, Aegon announced its intention to change its legal domicile from the Netherlands to Bermuda to facilitate the transfer of Aegon’s group supervision from the Dutch Central Bank to the Bermuda Monetary Authority. The change in legal domicile was effectuated

following the approval from the Shareholders for the cross-border conversion during the Extraordinary General Meetings of Shareholders held on September 29 and September 30, 2023.

Following the redomiciliation, Aegon, as a Bermuda Ltd., is subject to Bermuda law and its governance is predominantly determined by Bermuda law, its Bye-Laws, and its Board Regulations.

Aegon has aone-tier board consisting of nine Directors. Aegon’s independent Non-Executive Directors are the former Aegon N.V. Supervisory Board members, and Aegon’s CEO, Lard Friese, has joined the Board as the sole Executive Director.

The Board manages and conducts the business of the Company and is responsible for the general affairs of the Company, which includes setting and evaluating the Company’s strategy, management’s policies, and the effectiveness with which management implements its policies and overseeing compliance with legal and regulatory requirements.

The Board has four committees, comprising solely of Non-Executive Directors: the Audit Committee, the Risk Committee, the Nomination and Governance Committee, and the Compensation and Human Resource Committee. The committees report to the Board on their activities, identifying any matters on which they consider action or improvements are needed, and making recommendations to the Board as to the steps to be taken. For more information about the functioning of the committees, please see the Committee Charters on aegon.com.

2023 topics

2023 has been an important year of transition for Aegon and the Board. A significant amount of time was allotted to the items listed below.

Redomiciliation and group supervision

The Board discussed in depth the redomiciliation of the legal seat with management and external advisors during additional meetings outside the regular cycle of meetings. Following the closure of the transaction with a.s.r., Aegon no longer had a regulated insurance business in the Netherlands. Under EU Solvency II insurance regulation, DNB could no longer act as group supervisor and thus a new group supervisor was required. The Board, together with management, explored various options and their viability to support Aegon’s global strategy.

Following discussions in the college of supervisors, the Bermuda Monetary Authority (BMA) informed Aegon that it would become its group supervisor after transferring Aegon’s legal seat to Bermuda. The Board, in close consultation with Aegon’s leadership and external advisors, concluded that the proposed move is in the best interest of the company’s stakeholders and provides the company with the stability needed to continue executing its strategy. The transfer of the legal seat to Bermuda allows Aegon to maintain its headquarters in the Netherlands.

Governance and stakeholder management

The Board and management have engaged extensively with shareholders and other stakeholders on the redomiciliation and the governance structure of Aegon Ltd. The Board has taken into account the feedback received form stakeholders with respect to Aegon’s initial plans regarding governance. Based on the feedback, it was decided to include a binding vote on Aegon Ltd.’s remuneration policy at least every four years, and a binding vote on major acquisitions and divestments in Aegon Ltd.‘sbye-laws. Furthermore, the Board committed to submit for approval to the first Aegon Ltd. general meeting of shareholders to be held in 2024 an amendment to the Aegon Ltd. bye-laws, to include the following provisions: (i) introduction ofpre-emptive rights for the issuance of common shares (ii) shareholder approval for

54 | Annual Report on Form 20-F 2023

Report of the Board of Directors

sharebuy-backs and (iii) shareholder approval for annual final dividend payments. It was further taken into account that the redomiciliation allowed the company to maintain its listings on Euronext Amsterdam and the NYSE, bringing stability to our shareholders, and to remain a Dutch tax resident. The Board of Aegon therefore concluded that the move is in the best interest of shareholders, and provides stability for the group to continue to execute upon its announced strategy. More generally, stakeholder engagement continues to be an important topic for the Board and stakeholder interests are taken into account in the decision making process.

Sustainability

Sustainability is a central element of our strategy and an area of specific attention for the Board. The Board has ultimate oversight over sustainability and is advised and kept appraised of business and regulatory developments regarding sustainability through its Nomination and Governance Committee. Other committees also address wider social and governance matters, as linked to their area of responsibility. In 2023, the Board was regularly updated on the progress of Aegon’s Sustainability approach and relevant sustainability developments. These updates included discussions on the double materiality assessment and resultant material sustainability themes, progress on Aegon’s key sustainability metrics and the controls related to sustainability reporting. The wider governance of sustainability is described on page 47 of this report and this structure drives delivery of the Aegon’s sustainability ambitions and alignment on sustainability across the business. The Board supports Aegon’s approach to sustainability and consequently considers sustainability issues in its decision-making.

IFRS 17 accounting

On July 12, 2023, Aegon published its financial supplement for both half-year and full-year 2022 under the IFRS 9 and IFRS 17 accounting standards that became effective on January 1, 2023. The Board had many interactions with management on the implementation of the new accounting standard, the implications for Aegon, and industry comparison. IFRS 17 is the first international accounting standard for insurance contracts and aims to create more consistency and comparability between companies. While the new accounting standard will impact Aegon’s financial reporting, it will not impact its strategy, capital management approach, financial targets, nor its outlook. The Board was well informed about the new accounting standard and frequently discussed the financial IFRS results and disclosures. The Board is very pleased with Aegon’s hard work and proven flexibility which resulted in a well-managed implementation process.

In addition, the Board addressed, among others, the following topics in 2023:

Independent Auditor

During the 2023 AGM, Ernst & Young Accountants LLP was appointed as Aegon N.V.’s independent auditor for the Annual Accounts 2024 through 2028. Following the redomiciliation, the Board proposed for approval to the shareholders meeting the appointment of auditor PricewaterhouseCoopers Accountants N.V. as the independent auditor of Aegon Ltd. for the Annual Accounts of 2023 and to appoint Ernst & Young Accountants LLP as independent auditor of Aegon Ltd. for the Annual Accounts of 2024. Both proposals were approved by the general meeting of shareholders in September 2023.

2024 focus areas

In 2024, Aegon will continue its transformation process. Focus will be on the business units delivering on their ambitions in line with the budget/medium term plan. The Board will closely monitor the growth developments and the

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value creation of the individual business units and the further strengthening of the economic balance sheet. Following the redomiciliation, the Board will discuss enhancements to the governance structure while continuing to comply with new and existing regulations. This includes setting the proposal for a new remuneration framework, and making adjustments to thebye-laws and other corporate governance charters. Other areas of attention relate to (IT) security, data protection, hedging programs, financial and sustainability reporting, (IFRS) accounting, controls, and employee wellbeing. Also, the Board will follow external developments, such as artificial intelligence, and discuss potential risks to the company, such as climate risk, and geopolitical developments.

Process and meetings

The Board and the Committee meetings are scheduled on a regular basis and the agendas are mostly based of a rolling calendar. The meeting schedule is set two years in advance and allows for sufficient flexibility to address both regular andnon-routine matters. Board papers are often submitted well in advance of the meetings and are distributed and filed by the board office under the management of the Company Secretary. On the request of the Board, Board (committee) meetings are attended by senior management or others. Minutes of the meetings are made and kept by the Company Secretary.

Composition of the Board

The Composition of the Board is discussed regularly in Board meetings and in particular by the Nomination and Governance Committee. During the 2023 Annual General Meeting held on May 25, 2023, Ms. Dona Young was reappointed as member of the Board for an extended term of two years until the end of the AGM to be held in 2025. At the same time, Mr. Ben Noteboom stepped down as member of the Board. The Board would like to thank Mr. Noteboom for all his years of dedication, contribution, and commitment.

During the Extraordinary General Meeting of Shareholders dated September 29, 2023, all the current Board members were appointed to the Board of Directors of Aegon Ltd. in line with the retirement schedule of the members of the Supervisory Board of Aegon N.V. or with the term for which the Chief Executive Officer was appointed as member of the Executive Board of Aegon N.V.

On November 9, 2023, the Board announced to propose to its 2024 Annual General Meeting the appointment of Mr. Albert Benchimol as a Non-Executive member of the Board of Directors.

On March 1, 2024, the Board announced it intends to nominate Lard Friese forre-election as Executive Director and CEO at the 2024 Annual General Meeting, for a further four years.

An induction program for new Directors is in place. The program is regularly updated to reflect changes in the environment in which Aegon operates, including regulatory changes. The program is tailored to the needs of individual Board members.

An overview of the composition of the Board of Directors in 2023 can be found on page 48 of this Integrated Annual Report. The retirement schedule is available as part of the Board Regulations on aegon.com.

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Report of the Board of Directors

The table underneath depicts, among other things, the tenure, the attendance of the board members, and the number of meetings held.

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The Committees

The Board has four committees, comprising solely of Non-Executive Directors: the Audit Committee, the Risk

Committee, the Nomination and Governance Committee, and the Compensation and Human Resource Committee.

The Audit Committee

The Audit Committee has confirmed that all its members qualified as independent according to Rule 10A-3 of the SEC. The Chairman of the Audit Committee qualifies as a financial expert according to the Sarbanes-Oxley Act in the United States.

Aegon has both an Audit Committee and a Risk Committee. With regard to the oversight of the operation of the risk management framework and risk control systems, including supervising the enforcement of relevant legislation and regulations, the Audit Committee operates in close coordination with the Risk Committee. Certain Board members participate in both committees and a combined meeting of the Audit Committee and Risk Committee is scheduled on an annual basis.

The main role and responsibilities of the Audit Committee are to assist and advise the Board in fulfilling its oversight responsibilities regarding:

In 2023, the Audit Committee addressed, among other things, the following topics:

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The Risk Committee focuses on the effectiveness of the design and operation and the appropriateness of the enterprise risk management framework and internal control systems of Aegon Ltd. This includes:

Furthermore, the Risk Committee is responsible for reviewing, and advising the Board with respect to, the Risk exposures as they relate to capital, earnings, liquidity, operations, and compliance with risk policies. The Audit Committee primarily relies on the Risk Committee for the topics mentioned above.

The Risk Committee works closely with the Audit Committee. One combined meeting was held in December 2023. The combined meeting focused on the 2024 group risk plan, model validation, information security, including the risk view on high and medium risk applications, and the outcome of the double materiality assessment in light of sustainability reporting.

In 2023, the Risk Committee addressed, among other things the following topics:

The Nomination and Governance Committee focusses on the size, composition, and profile of the Board and addresses the functioning, succession, and proposed nomination of Directors, and ensures that the corporate governance structure is in line with the applicable rules and regulations and advises on the responsible business strategy.

This includes:

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In 2023, the Nomination and Governance Committee addressed the following additional topics:

The Compensation and Human Resource Committee CHRC; formerly known as Remuneration Committee, is designated to safeguard the existence of sound remuneration policies and practices within the Group by overseeing the development and execution of these policies and practices in accordance with the applicable rules and regulations. The Compensation and Human Resource Committee (CHRC) assesses in particular the remuneration governance processes, procedures and methodologies adopted, to ensure that the remuneration policies and practices adequately address all types of risks as well as liquidity and capital levels. The Committee also ensures that the overall remuneration policy is consistent with the longer-term strategy of the Company and the longer-term interest of its shareholders, investors, and other stakeholders, as well as the public at large.

This includes, among other:

The CHRC oversaw the application, implementation, and approval of Aegon’s Group Global Remuneration Framework and the various policies and procedures related to it. This included:

In addition, a significant amount of time was spent on theset-up of a new remuneration framework for approval by the shareholders on the next Annual General Meeting of Shareholders in 2024.

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Report of the Board of Directors

Annual Accounts

This Integrated Annual Report includes the Annual Accounts for 2023, which were prepared by the management and discussed by both the Audit Committee and the Board. The Annual Accounts are adopted by the Board.

Acknowledgment

The Board of Directors emphasizes the strategic progress that has been made in 2023 and supports the ongoing transformation of the company. The Board acknowledges the impact of the choices made on Aegon’s employees and Aegon’s stakeholders. Aegon employees continued to gain the trust of our customers by rendering high level services and products. The Board would like to thank the CEO, management, and all employees for the continued focus on strategic and operational improvements.

William L. Connelly, Chairman of the Board of Directors of Aegon Ltd.

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Remuneration Report

The 2023 Remuneration Report from our Compensation

and Human Resource Committee on behalf of the Board

This report has been prepared by the Compensation and Human Resource Committee of the Board of Directors, which was led by the Committee’s Chairperson Ms. Dona Young and was approved by the Board of Directors (Board).

In the first chapter, the Compensation and Human Resource Committee presents an overview of the business and remuneration highlights in 2023 and a look ahead to 2024. This is followed by chapter two, which contains a general introduction to remuneration at Aegon. The third chapter is the 2023 Non-Executive Director Remuneration Report, which contains a summary of the Non-Executive Director Remuneration Policy that was applicable in 2023 and their remuneration in recent years. In Chapter four, the 2023 Executive Director Remuneration Report provides a summary of the Executive Director Remuneration Policy that was applicable in 2023, the Executive Director remuneration over the recent years, and the 2023 Executive Director performance indicators.

1. Business and remuneration highlights

This chapter presents an overview of the business and remuneration highlights in 2023 and a look ahead to 2024.

2023 Business highlights

In 2023, Aegon continued to make steady progress with its transformation. Commercial momentum was strong in our US strategic assets, UK Workplace platform activities and the International segment. In addition, we continued to make progress in reducing our exposure to Financial Assets. At the same time, our UK Retail and asset management activities remained challenged by adverse macroeconomic conditions. Free cash flows amounted to EUR 715 million in 2023. This was above the guidance provided of around EUR 600 million, in part due to special remittances received from AIFMC, the Chinese asset management joint venture. In 2023, earnings onin-force from the units (so before holding and funding expenses) rose by 21% compared with 2022 to EUR 1,487 million, driven by business growth in US Strategic Assets, and management actions we have taken on US Financial Assets. The market consistent value of new business increased to EUR 688 million compared with EUR 526 million in 2022. This increase was mainly driven by improved results for US Life, benefiting from higher sales and successful repricing of indexed universal life. Retirement plans in the US also contributed favorably, driven by higher written sales and growing assets in the general account stable value proposition.

In 2023, Aegon’s Board of Directors consisted of the following Non-Executive members: Mr. William Connelly (Chairman), Ms. Corien Wortmann-Kool (Vice Chairman), Ms. Dona Young, Mr. Mark Ellman, Mr. Thomas Wellauer, Ms. Caroline Ramsay, Mr. Jack McGarry and Ms. Karen Fawcett. Mr. Ben Noteboom stepped down in May 2023. During the Annual General Meeting of Shareholders on June 6, 2024, the Board will propose to appoint Mr. Albert Benchimol to the Board for a term of four years as of June 6, 2024. Mr. Lard Friese, Chief Executive Officer, joined the Board as an Executive Director on September 30, 2023.

2023 Remuneration highlights

At the Annual General Meeting of Shareholders on May 25, 2023, shareholders were asked to cast an advisory vote on the 2022 Remuneration Report. The 2022 Remuneration Report was approved with 97.0% of the votes cast, which was comparable to 2021 (97.5%).

Following Aegon’s redomiciliation from the Netherlands to Bermuda, the remuneration rules from Dutch law and Solvency II no longer applied as of September 30, 2023. Aegon’s Global Remuneration Framework (GRF), the Non-Executive Director Remuneration Policy, and Executive Director Remuneration Policy were designed in accordance with these rules. For the remainder of 2023, the GRF and both policies remained in place, without amendments or restatements.

For serving as an Executive Director as CEO in 2023, Mr. Friese received EUR 1,637,213 in fixed compensation (2022: EUR 1,559,250). This included a 5% increase per January 2023. For that same period, Mr. Friese was allocated EUR 3.9 million in total compensation (2022: EUR 3.6 million).

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The 2023 CEO pay ratio was 25.4 (2022: 23.5, 2021: 28.0). This ratio was based on the EU-IFRS remuneration expenses for Mr. Friese and for Aegon’s employees in 2023, which have been audited. The annual expenses for Mr. Friese’s total compensation were EUR 3.5 million (2022: EUR 3.1 million). The average expenses for the employees’ total compensation were EUR 137 thousand (2022: EUR 134 thousand), which were calculated by:

The Compensation and Human Resource Committee noted that various factors have influenced the CEO pay ratio. Mr. Friese’s 2023 remuneration expenses changed mainly due to an increase in his fixed compensation and because the deferred expenses for his variable compensation have been building up more since his appointment in 2020. The average employee expenses mainly increased due to the impact of exchange rate movements, wage inflation, and the change in population (Aegon Netherlands employees moving to a.s.r.). As these factors can vary from year to year, the Committee does not have a preferred ratio. Instead, all compensation within Aegon (including for the Executive Director(s)) should be in line with the relevant internal and external references for the relative weight of the position, its responsibilities, and characteristics as well as the employee’s qualifications, experience, and performance.

Looking ahead to 2024

At the 2024 Annual General Meeting, the Board will ask Aegon’s shareholders to adopt a Director’s Remuneration Policy which covers the remuneration of Non-Executive and Executive Directors. In accordance with Aegon’sbye-laws, the Board must ask Aegon’s shareholders to adopt a Director’s Remuneration Policy at least every four years. Currently, Aegon has separate Remuneration Policies in place for the Non-Executive and Executive Directors (previously Supervisory Board and Executive Board members respectively) which were adopted by Aegon’s shareholders at the 2020 Annual General Meeting.

2. Remuneration at Aegon in general

This chapter contains a general introduction to Aegon’s Global Remuneration Framework, Human Resources Strategy, Remuneration Principles, the concepts of total compensation and variable compensation, Risk Management in relation to remuneration, and remuneration of Material Risk Takers.

Global Remuneration Framework

Aegon’s Global Remuneration Framework (GRF) was designed in accordance with relevant rules and regulations. . These included the remuneration rules from Dutch law and Solvency II, which no longer applied as of September 30, 2023, following Aegon’s redomiciliation from the Netherlands to Bermuda. All remuneration policies within Aegon are derived from the GRF, such as the Executive Director Remuneration Policy and the local Remuneration Policies of our business units.

Human Resources Strategy

In order to support the Aegon Strategy and local business objectives, the Aegon Group Human Resources Strategy contains the following remuneration-related goals:

Remuneration Principles

Based on the Human Resources Strategy, Aegon has formulated the following Remuneration Principles, which are the foundation for all remuneration policies and practices within the Group.

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Risk Management in relation to Remuneration

Remuneration, and specifically variable compensation, may have an impact on risk-taking behaviors of employees and, as such, may undermine effective risk management. The GRF therefore includes additional remuneration rules for the Executive Director, Material Risk Takers, and Staff in Key Functions, as their roles and responsibilities require tailored risk mitigating measures and governance processes. These rules include minimum requirements on deferredpay-out of variable compensation innon-cash instruments, mandatoryex-ante andex-post risk assessments related to setting individual goals, allocation of variable compensation andpay-out of deferred variable compensation, and malus and claw-back provisions.

Both the Risk Management and Compliance functions are involved in the design and execution of Aegon’s GRF and remuneration policies, such as reviewing proposed updates to the GRF and remuneration policies, reviewing the selection of Material Risk Takers, and executing various risk mitigating measures during the compensation cycle (when the targets are set, before a variable compensation award is allocated, and before and after deferred variable compensation is paid).

Variable compensation

Variable compensation, if any, is capped as a percentage of fixed compensation. These caps were set in accordance with the Dutch Financial Supervision Act and remained in place for the remainder of 2023, when the Dutch Act no longer applied following Aegon’s redomiciliation to Bermuda. For instance, Aegon offered selected Corporate Center employees variable compensation up to 100% of fixed compensation in 2023. And Aegon had obtained shareholder approval at the Annual General Meeting of Shareholders of May 20, 2016, to offer variable compensation up to 200% of fixed compensation to selected senior employees outside the European Economic Area. For senior management, variable compensation is usually paid out in upfront cash and deferred Aegon shares and is subject to malus and claw-back provisions. Aegon’s capital was not adversely impacted by the maximum variable compensation that was paid out.

3. 2023 Non-Executive Director Remuneration Report

The 2023 Non-Executive Director Remuneration Report has been prepared by the Compensation and Human Resource Committee of the Board of Directors in accordance with relevant rules and regulations. The Compensation and Human Resource Committee was led by the Committee’s Chairperson Dona Young. This report was approved by the Board.

This report contains a summary of the Non-Executive Director Remuneration Policy which applied to 2023 and the Non-Executive Directors remuneration over the

recent years. As of September 30, 2023, and aligning with the change of the legal seat of Aegon to Bermuda, the Supervisory Board Remuneration Policy (adopted by Aegon’s shareholders in 2020) was approved to be read as to apply to the Non-Executive Directors and is referred to as the Executive Director Remuneration Policy, without amending or restating the policy. Disclosures of individuals in the Non-Executive Director tables and text below will include those who were previously reported as Supervisory Board members.

Non-Executive Director Remuneration Policy in 2023

Aegon’s Non-Executive Director Remuneration Policy aims to ensure fair compensation and protect the independence of Non-Executive Directors. The Non-Executive Director Remuneration Policy that applied in 2023 was adopted at the Annual General Meeting of Shareholders on May 15, 2020. Since the adoption, this policy has been subject to annual reviews by the Board and no changes have been adopted during this period. The policy remains in place until a new or revised policy has been adopted by the shareholders in accordance with the applicable rules and regulatory requirements from the Insurance Code of Conduct of the Bermuda Monetary Authority. The Board of Directors will submit a proposal to the shareholders to adopt a policy at an Annual Meeting of Shareholders at least every four years.

The policy contributes to Aegon’s strategy, long-term interests, and sustainability through the remuneration of the Non-Executive Directors in various ways:

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Based on these criteria, the current peer group consists of the following 16 European insurance companies: Ageas, Assicurazioni Generali, CNP Assurances, Hannover Rueck, Helvetia, MAPFRE, Münchener RE, NN Group, Poste Italiane, Sampo, SCOR, Swiss Life, Swiss Re, Talanx, Vienna Insurance Group, and Zurich Insurance Group. This peer group differs from the European peer group for the Executive Director as a result of excluding the UK companies. The peer group is reviewed each year and may be updated accordingly. The last update of this peer group was in 2022, when the peer group size was increased from 12 to 16 (creating a more balanced selection), Hannover Rueck, Helvetia, Poste Italiane, Sampo, SCOR, and Vienna Insurance Group were added, and Allianz and AXA were removed.

In addition, the Board selects a secondary peer group according to the following criteria, in order to monitor alignment with the General Industry in the Netherlands:

Based on these criteria, the current secondary peer group consists of the following 12 companies that have a listing on Euronext Amsterdam: Akzo Nobel, Ahold Delhaize, ASML, DSM, ING Group, Heineken, KPN, NN Group, Philips, Randstad, Signify, and Wolters Kluwer. This peer group is also reviewed each year and was last updated in 2022 (replacing ABN AMRO by Signify). This peer group is identical to the Dutch peer group for the Executive Director.

The Compensation and Human Resource Committee may recommend changes to the fee levels or structure of the Non-Executive Directors, based on the results of a competitiveness review and economic developments. Such recommendations would be discussed by the Board, which can support, revise, or reject them. The Board is allowed to annually index the fees for economic developments in the Netherlands. For any other change to the level or structure of the fees, the shareholders will be asked to adopt the proposed changes at the Annual General Meeting of Shareholders.

The policy contains a temporary derogation clause, with rules which are in accordance with the Dutch Civil Code which applied when the remuneration policy was last amended. This means derogation is only allowed in exceptional circumstances to serve the long-term interest and sustainability of Aegon or to assure its viability, for a limited period of time, when it stays in line with the general spirit of the policy and when the details are disclosed in the next Remuneration Report. This clause was not used in 2023.

Information on Non-Executive Directors and the composition of its four committees can be found in the report of the Board in this Integrated Annual Report 2023.

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Remuneration Report

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Remuneration Report

Executive Director Remuneration Policy in 2023

The Board has the overall responsibility for Aegon’s Remuneration Policies, including the Executive Director Remuneration Policy. The Executive Director Remuneration Policy that has been applied in 2023 was adopted at the Annual General Meeting of Shareholders on May 15, 2020. Since the adoption, this policy has been subject to annual reviews by the Board of Directors and no changes have been adopted during this period. As of September 30, 2023, the remuneration rules of Dutch Financial Supervision Act and Solvency II no longer apply to this policy, following Aegon’s redomiciliation from the Netherlands to Bermuda. However, the current policy remains in place until a new or revised policy has been adopted by the shareholders in accordance with Aegon’sbye-laws. The Board will submit a proposal to the shareholders to adopt a policy at an Annual Meeting of Shareholders at least every four years.

The Compensation and Human Resource Committee may recommend policy changes to the Board. In that case, the Compensation and Human Resource Committee will conduct scenario analyses to determine the long-term effects on the level and structure of compensation granted to the Executive Director and reports its findings to the Board. The Board can subsequently decide on referring the proposed policy changes to the Annual General Meeting of Shareholders for adoption.

The policy contains a temporary derogation clause, with rules which are in accordance with the Dutch Civil Code which applied when the remuneration policy was last amended. This means derogation is only allowed in exceptional circumstances to serve the long-term interest and sustainability of Aegon or to assure its viability, for a limited period of time, when it stays in line with the general spirit

of the policy and when the details are disclosed in the next Remuneration Report. This clause was not used in 2023.

Total compensation

Total compensation for the Executive Director is defined in the Executive Director Remuneration Policy as a combination of fixed compensation, variable compensation, pension, and other benefits. The Board determines and regularly reviews the appropriate selection of remuneration elements and their (maximum) remuneration level for the Executive Director to ensure the structure remains competitive and provides proper and risk-based incentives in line with Aegon’s risk appetite. The fixed and variable compensation elements and their levels are reviewed at least once a year. The pension arrangements and other benefits and their levels are reviewed at least every four years. In its review, the Board takes the specific role, responsibilities, experience, and expertise of the Executive Director into account as well as internal and external reference information:

The European Insurance peer group was selected by the following criteria:

Based on these criteria, the current peer group consists of the following 16 European insurance companies: Ageas, Assicurazioni Generali, Aviva, CNP Assurances, Helvetia, Legal & General, MAPFRE, Münchener Re, NN Group, Poste Italiane, SCOR, Swiss Life, Swiss Re, Talanx, Vienna Insurance Group, and Zurich Insurance Group. The last update of this peer group was in 2022, when Helvetia, Poste Italiane, SCOR and Vienna Insurance Group were added, and Allianz, AXA, Prudential, and RSA Insurance Group were removed. This peer group differs from the European peer group for the Non-Executive Directors, as the latter excludes UK companies where Non-Executive Directors typically have different

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responsibilities compared to their continental European counterparts.

The Dutch peer group was selected by the following criteria:

Based on these criteria, this peer group consists of the following 12 companies: Akzo Nobel, Ahold Delhaize, ASML, DSM, ING Group, Heineken, KPN, NN Group, Philips, Randstad, Signify, and Wolters Kluwer. This peer group is also reviewed each year and was last updated in 2022 (replacing ABN AMRO by Signify).

The Board will review both peer groups annually and will amend them as necessary, within the above-mentioned selection criteria, to ensure they continue to provide a reliable basis for comparison. Any change to the peer group will be disclosed in the Remuneration Report.

The Compensation and Human Resource Committee may recommend changes to the compensation levels of the Executive Director in accordance with the Remuneration Policy, based on the results of this annual total compensation review and on discussions with the Executive Director regarding his remuneration level and structure. Such recommendations would subsequently be discussed by the Board, which can approve, revise, or reject them.

The Board discussed and approved the 2023 total compensation for the Executive Director, after taking the Compensation and Human Resource Committee’s review into consideration.

Fixed compensation

The fixed compensation for the Executive Director is paid in monthly instalments. The policy allows the fixed compensation to be paid in cash and in shares. The Executive Director received his 2023 fixed compensation in cash.

The Board may offer permanent or temporary gross monthly fixed allowances when the Board considers this an appropriate alternative for other remuneration elements.

Variable compensation

The Executive Director is eligible for variable compensation with a target level of 80% of the fixed compensation level (excluding allowances, if applicable), with a threshold level of 50% and a maximum opportunity of 100% of the fixed compensation level.

The variable compensation award is based on performance against a set of performance indicators, weights, and target levels that have been set by the Board at the start of the performance year. The performance indicators contribute to Aegon’s strategy, long-term interests, and sustainability, within Aegon’s risk tolerance statements and should comply with the following rules:

The Compensation and Human Resource Committee and the Executive Director prepare a proposal for the performance indicators, weights, and target levels. These are subsequently reviewed by Aegon’s Risk Management team (that is, the firstex-ante risk assessment) before the Board approves these, to ensure that:

The Compensation and Human Resource Committee sends the proposal and the firstex-ante risk assessment to the Board of Directors, which can approve, revise, or reject the proposal. After approval, the Executive Director is granted his conditional variable compensation awards for the plan year. This conditional award equals his at target variable compensation level, split between 33.33% upfront cash and 66.67% deferred Aegon shares. The grant price for the shares is equal to the volume weighted average price on the Euronext Amsterdam stock exchange for the period December 15 to January 15 at the start of the plan year.

After the completion of the performance period, the Compensation and Human Resource Committee prepares a recommendation for the allocation of a variable compensation award to the Executive Director. This

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recommendation is based on the actual performance results compared to target levels and takes a second ex-ante risk assessment by the Risk Management team into account. This risk assessment looks into whether there are reasons for a downward adjustment of the intended variable compensation award (malus) which were not take into account yet, such as:

In this assessment potential risk-mitigating behaviors are also taken into account, such as remaining within risk limits, risk reduction, risk avoidance, risk transfer, and risk response by the Executive Director.

The Compensation and Human Resource Committee sends its recommendation and the second ex-ante risk assessment to the Board, which can approve, revise, or reject the recommendation. This Board decision includes validating that, when taken together, the results of the performance indicators represent a fair reflection of the overall performance of the Executive Director over the performance year.

The allocated variable compensation award is subsequently split between 33.33% upfront cash (that is, paid in the year following the performance year) and 66.67% deferred shares. These shares are deferred for a three-year period after allocation after which they cliff-vest. Before vesting, the Risk Management team executes an ex-post risk assessment which examines whether there are reasons for a downward adjustment of the originally allocated variable compensation award (malus) that were not taken into account yet. This risk assessment takes the same criteria into consideration as the second ex-ante risk assessment. Based on this assessment, the Compensation and Human Resource Committee subsequently prepares a recommendation on how to pay out the deferred portion (that is, unchanged or adjusted downward). The Compensation and Human Resource Committee sends its recommendation and the ex-post risk assessment to the Board. The Board can approve, revise, or reject the recommendation.

Claw-back provision

In November 2023, the Board adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the New York Stock Exchange, which provides for the mandatory recovery from

current and former executive officers of incentive-based compensation that was erroneously awarded during the three fiscal years preceding the date that the company is required to prepare an accounting restatement, including to correct an error that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure.

Aegon’s Board can also claw-back variable compensation that has already been paid to the Executive Director in case of a financial restatement or individual gross misconduct. Examples of misconduct include, but are not limited to, a significant breach of laws and/or regulations, use of violence, either verbally or physically, involvement with fraud, corruption or bribery, significant issues due to evident dereliction of duty, and/or discrimination of any kind (for example age or gender).

Pension arrangements

The Executive Director is entitled to pension contributions that equal 40% of their fixed compensation level, which consists of the following three parts:

The Executive Director receives pension contributions that are somewhat higher compared to employees based in the Netherlands and of similar age (approximately 10-15% difference). This is done to achieve a competitive total compensation level.

Other benefits

Other benefits include non-monetary benefits (for example, company car), social security contributions by the employer, and tax expenses borne by Aegon.

Aegon does not grant the Executive Director personal loans, guarantees or other such arrangements, unless in the normal course of business and on terms applicable to all employees, and only with the approval of the Board.

Terms of Engagement

The Executive Directors is appointed for four years and may then be reappointed for successive mandates also for

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a period of four years. The Executive Director has a board agreement with Aegon Ltd., rather than an employment contract. The Executive Director may terminate his board agreement with a notice period of three months. The Board may terminate the board agreement by giving six months’ notice if it wishes to terminate the agreement.

The Board may entitle the Executive Director to a termination payment up to or equal to the total annual fixed compensation level. This payment is not allowed in case of early termination at the initiative of the Executive Director (unless due to imputable acts or omissions of Aegon), imputable acts, or omissions by the Executive or failure of Aegon as a company during the appointment term of the Executive Director. Mr. Friese has a termination clause included in his board agreement.

Executive Director remuneration in recent years

This section provides more details related to the remuneration that has been allocated and paid to the Executive Director and former Executive Board members. It covers the allocated remuneration (2021-2023), the calculation of the 2023 variable compensation, thepay-out schedule of variable compensation (2021-2027), the recognized IFRS expenses for remuneration (2021-2023), the remuneration that was awarded and due in 2022 and 2023, and the annualized total compensation overview (2019-2023).

Allocated remuneration (2021-2023)

The first table shows the remuneration that has been allocated to the Executive Director and former Executive Board members, for the performance years 2021, 2022, and 2023, in accordance with the Executive Director Remuneration Policy that applied at the time. There were no deviations from the policy in these years.

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Calculation of 2023 variable compensation

Subject to the adoption of the annual accounts by Board on April 3, 2024, Mr. Friese has been awarded EUR 1,529 thousand in conditional variable compensation for the 2023 performance year (93% of fixed compensation)

and Mr. Rider EUR 969 thousand (93%). The following table shows how this award compares to the minimum, target and maximum variable compensation opportunity levels and how the award will be paid out.

The 2023 variable compensation awards for Mr. Friese (as the Executive Director) and Mr. Rider (as former Executive Board member) were based on a mix of 70% Group performance and 30% personal performance, for which the results are summarized in the first table below. The Group performance is initially measured on a 50-100-150% performance scale, which is used internally to fund the employee bonus pools. The total Group performance result on this scale is subsequently converted in a result on the 50-80-100% scale that applies to the variable compensation

of the Executive Director. For 2023, the unadjusted Group performance result was 139%. However, it was agreed to adjust the Group performance result to 130% as a better reflection of the Group’s 2023 performance. This equaled a result of 92% on the 50-80-100% scale. The personal performance results are directly scored on the 50-80-100% scale. The tables below, contain more detailed information on the Group and personal performance indicators respectively.

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Remuneration Report

Pay-out schedule variable compensation (2020-2027)

The following tables show for the current Executive Director and former Executive Board members how much variable compensation has been paid in shares and cash respectively in 2021, 2022, and 2023 and how much conditional variable compensation is scheduled to be paid out in the coming years. The vesting price of the shares were: EUR 3.934 on June 3, 2021, EUR 4.973 on May 31, 2022, and EUR 4.274 on May 25, 2023. Shares for the plan years from 2020 onwards are subject to an additionaltwo-year holding period afterpay-out.

The Executive Director has a time-based shareholding requirement of five years after the initial allocation of their variable compensation in shares (that is, a three-year deferral period before vesting and an additionaltwo-year holding period after vesting). Additionally, Mr. Friese voluntarily agreed to a minimum shareholding requirement of 100% of his fixed compensation level, once this level has been achieved. For this purpose, both vested and unvested shares that have been allocated as compensation will be included in the count, with the unvested share allocations valued at what they would be worth after tax. For the vested share allocations, this tax has already been deducted and paid. After the allocation of the 2023 variable compensation award, Mr. Friese will hold 173% of his fixed compensation in shares based on the opening share price on March 1, 2024.

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76 | Annual Report on Form 20-F 2023

Remuneration Report

Recognized IFRS expenses of remuneration (2021-2023)

The following table contains the recognized IFRS expenses of the remuneration of the Executive Director and former Executive Board members in the calendar years 2021, 2022, and 2023. These numbers deviate from

the above-mentioned allocated remuneration amounts, as the deferred parts of variable compensation and Mr. Friese’ssign-on arrangement are expensed over multiple calendar years, and the shares are included at their fair value instead of the grant price.

These expenses were EUR 27 thousand in 2022 and EUR 91 thousand in 2021.

Awarded and due remuneration (2022-2023)

In line with the European guidelines on the standardized presentation of the remuneration report, the remuneration that was awarded and due to the Executive Director and former Executive Board members in the calendar years 2022 and 2023 can be found in the table below.

These amounts were awarded and due in accordance with the relevant policy that applied at the time and there were no deviations.

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Annualized total compensation overview (2019-2023)

The table below shows the total compensation that was awarded and due in the last five calendar years on an annualized basis and theyear-on-year annual change in total compensation. Please note that therefore several amounts are on annual basis, and not reflecting actual amounts for the period during which the individual served as Executive Director or Executive Board member.

These amounts were awarded and due in accordance with the Executive Director Remuneration Policy that applied at the time and there were no deviations. Additionally, the table shows the Aegon net result, a proxy of the financial andnon-financial business performance, the vesting price of the Aegon shares, the inflation in the Netherlands and the average employee compensation over the same period.

2024 Executive Director performance indicators

Upon the 2024 Annual General Meeting, the 2024 variable compensation metrics for the Executive Director will be disclosed as part of the Directors’ Remuneration Policy that will be proposed for adoption by the shareholders.

78 | Annual Report on Form 20-F 2023

Risk management

As an insurance group, Aegon manages risk for the benefit of its customers and other stakeholders. The company is exposed to a range of financial, underwriting and operational risks. Aegon’s risk management and internal control systems are designed to ensure that these risks are managed effectively and efficiently in a way that is aligned with the company’s strategy.

For Aegon, risk management involves:

This section provides a description of Aegon’s risk management framework.

Enterprise Risk Management (ERM) framework

Aegon’s ERM framework is designed and applied to identify risks that may affect Aegon and manage individual and aggregate risks within Aegon’s set risk tolerances. The ERM framework covers the ERM components as identified by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The ERM framework applies to all of Aegon’s businesses for which it has operational control.

Risk strategy, risk appetite statement and risk tolerances

The formulation of the risk strategy starts with the principle that taking a risk should be based on serving a customer’s need. The competence to manage the risk is assessed and Aegon’s risk preferences are formulated, considering Aegon’s risk capacity. The process results in a targeted risk profile, reflecting the risks Aegon wants to assume, and the risks Aegon would like to avoid or mitigate.

Aegon’s risk appetite statement and risk tolerances are established to assist management in carrying out

Aegon’s strategy within the boundaries of the resources available to Aegon. Aegon’s risk appetite statement is to:

“Fulfill our promises towards our customers and other stakeholders by delivering sustainable and growing long-term free cash flow through strong resilience in solvency and liquidity, with a healthy balance in exposures, and by running a responsible business with effective controls.”

Following from the risk appetite statement, risk tolerances are defined on:

The tolerances are further developed into measures, thresholds and indicators that have to be complied with to remain within the tolerances.

Risk universe

Aegon’s risk universe is structured to reflect the type of risks to which the company is exposed. The identified risk categories are financial risk (for example, interest rate risk and credit risk), underwriting risk (for example, mortality and morbidity risk and policyholder behavior), and operational risk (for example, fraud, business disruption, processing, and privacy risks). Specific risk types are identified within these risk categories. These risks, internal or external, may affect the company’s operations, earnings, share price, value of its investments, or the sale of certain products and services. In the context of Aegon’s risk strategy, a risk appetite is set for the three identified risk categories (see table below).

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Risk identification and risk assessment

Aegon has identified a risk universe that captures all known material risks to which the company is exposed. To assess all risks, Aegon maintains a documented, consistent methodology for measuring risks. The risk metrics are embedded in Aegon’s key reports and are used for decision making.

Risk response

Aegon distinguishes the following risk responses, which are particularly relevant where risks are out of tolerance:

Risk monitoring and reporting

Risks are monitored regularly and reported internally on at least a quarterly basis. The impact of key financial, underwriting, and operational risk drivers on earnings and capital is shown in the quarterly risk dashboards for the various risk types, both separately and on an aggregate basis.

Risk exposures are compared with the measures and indicators as defined by Aegon’s risk tolerance statements. Reporting also includes compliance and incident reporting. Finally, the main risks derived from Aegon’s strategy andday-to-day business are discussed, as well as forward-looking points for attention. If necessary, mitigating actions are taken and documented.

Risk control

A system of effective controls is required to mitigate the risks identified. In Aegon’s ERM framework, risk control includes risk governance, risk policies, internal control framework, model validation, risk framework embedding, risk culture, and compliance.

Change risk management

The ERM framework including the operational risk universe is applicable to all change initiatives and special projects across Aegon. In 2023, Aegon combined the Dutch operations with a.s.r. and consequently redomiciled its legal seat to Bermuda. The risk function provided oversight over both projects and prepared independent risk opinions to the Board with further monitoring of open items.

Most significant risks

The most significant risks Aegon faces in terms of exposures and required capital are:

Description of risk types

Financial market risks

Credit risk

Credit risk is the risk of loss resulting from the default by, or failure to meet contractual obligations of, issuers and counterparties. Aegon also considers credit risk to include spread risk, that is, a decline in the value of a bond, loan or mortgage due to a widening of credit spreads. Having a well-diversified investment portfolio means that Aegon can accept credit spread risk to earn a liquidity premium on assets that match liabilities. The focus is on high-quality securities with low expected defaults because Aegon has a low appetite for default risk.

Equity market risk and other investment risks

Aegon runs the risk that the market value of its investments changes. Investment risk affects Aegon’s direct investments in the general account, indirect investments for the account of policyholders and agreements where Aegon relies on counterparties, such as reinsurance and derivative counterparties.

Aegon has a low preference for investments in equity securities via the general account. Equity investments generate an equity risk premium over the long run, but in combination with a high capital charge result in a relatively low return on capital. Aegon accepts equity exposure throughfee-based business in the separate accounts and mutual funds. Aegon has experience and expertise in managing complex investment guarantees and leverages this capability by providing customers access to a range of investment strategies and guaranteed benefits. Although Aegon accepts equity exposure via guarantee products, its preference is to hedge this risk as much as possible. Other investment risks include real estate exposure in the general account, and indirectly via property funds invested for the account of policyholders.

Interest rate risk

Aegon is exposed to interest rates as both its assets and liabilities are sensitive to movements in long-term and short-term interest rates, as well as to changes in the volatility of interest rates. Aegon may accept interest rate risk in order to meet customer needs. However, as no spread is earned on interest rate risk, Aegon prefers to mitigate the risk to the extent possible.

80 | Annual Report on Form 20-F 2023

Risk management

Currency exchange rate risk

As an international company, Aegon conducts business in different currencies and is therefore exposed to movements in currency exchange rates. Foreign currency exposure exists primarily when policies are denominated in currencies other than the issuer’s functional currency. Currency risk in the investment portfolios backing insurance and investment liabilities is managed using asset-liability matching principles. Assets allocated to equity are held in local currencies to the extent shareholders’ equity is required to satisfy regulatory and self-imposed capital requirements. Currency exchange rate fluctuations therefore affect the level of shareholders’ equity as a result of converting local currencies into euros (EUR), the company’s reporting currency. The company holds its capital base in various currencies in amounts that correspond to the book value of individual business units.

Inflation risk

Aegon is exposed to inflation risk through inflation-linked benefits offered on some of the products sold by Aegon’s insurance entities such as pensions or long-term care products. In addition, Aegon is exposed to cost inflation through its expense base. Aegon prefers to mitigate the risk to the extent possible.

Liquidity risk

Aegon needs to maintain sufficient liquidity to meet short-term cash demands, not only under normal conditions, but also in the event of a crisis. To that end, Aegon has put a strong liquidity management framework in place. The company considers extreme liquidity stress scenarios, including the possibility of prolonged “frozen” capital markets, an immediate and permanent rise in interest rates, and elevated policyholder withdrawals.

Please refer to note 4 “Financial Risk” of Aegon’s financial statements for more information.

Underwriting risk

Underwriting risk relates to the products sold by Aegon’s insurance entities and is the risk of incurring losses when actual experience deviates from Aegon’s best estimate assumptions on mortality, morbidity, policyholder behavior, Property & Casualty (P&C) claims and expenses. Aegon has a preference to selectively grow underwriting risk, but this must work hand-in-hand with a strong underwriting process. Aegon’s earnings depend, to a significant degree, on the extent to which claims experience is consistent with assumptions used to price products and establish technical provisions. Changes in, among other things, morbidity, mortality, longevity trends, and policyholder behavior may have a considerable impact on the company’s income. Assumptions used to price products and establish technical provisions are reviewed on a regular basis. Please refer to note 3 “Critical accounting estimates and judgment

in applying accounting policies” to Aegon’s consolidated financial statements for further information.

Operational risk

Like other companies, Aegon faces operational risk resulting from operational failures or external events, such as processing errors, inaccuracies in models used, negative behavior by personnel, non-compliance to laws and regulations, and natural orman-made disasters, including climate change. In addition, major programs or organizational transformations may also increase the potential for operational risks. Aegon’s systems and processes are designed to support complex products and transactions, and to help protect against such issues as system failures, business disruption, financial crime, and breaches of information security. Aegon monitors and analyses these risks, and retains flexibility to update and revise where necessary. Aegon’s operational risk universe distinguishes as risk types: business risk; legal, regulatory, conduct, and compliance risks; tax risk; financial crime risk; processing risk; information technology and business disruption risks; people risk; and facility risk. These level 1 risk types are split into more granular level 2 risk types. The more granular risk types include, among others, information security risk, conduct risk, fraud risk, modelling risk, and physical damage risk.

Sustainability risk

Sustainability risk, including climate risk, is not considered a separate risk type but is a risk driver that impacts multiple risks. Sustainability is explicitly part of Aegon’s risk taxonomy, embedded in its ERM framework and incorporated in the relevant risk policies. Sustainability has financial, underwriting, business, legal, regulatory, conduct and compliance risk angles. For example, climate change can impact future investment returns. The legal, regulatory, conduct and compliance risk angles relate to the ability to comply with relevant legal and regulatory requirements. The importance of handling sustainability risk effectively and expeditiously is expected to further increase, also given the increasing importance of sustainability for all stakeholders including society, investors, customers, and regulators.

Fraud risk

Fraud Risk is interpreted broadly in Aegon and relates both to operational types of fraud and financial reporting related fraud.

Operational types of fraud are divided between internal and external fraud, that is, fraud committed by employees and fraud committed by others, with external fraud further specified as intermediary fraud or fraud committed by third parties. To combat operational types of fraud, Aegon has put policies in place and reports internally on its adherence to these policies. To enable the Executive Committee and Board of Directors to assess fraud risks, Compliance departments report quarterly on fraud events. In its annual

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Systematic Integrity Risk Analysis (SIRA), Aegon analyzes both its exposure to fraud, and its residual risks, taking into account all measures Aegon has put in place to combat fraud. Where gaps are found, additional measures are put in place.

Furthermore, Aegon has an established process in place to assess and confirm effective controls are in place concerning fraud in financial reporting. This assessment is performed annually and is based on a set of mandatory scenarios. In addition, the assessment is required to be performed by all Aegon subsidiaries.

Business environment scan

In addition to managing these various types of risk, Aegon performs a business environment scan. The aim is to identify emerging, fundamental/structural trends, risks, and opportunities in our operating environment, which could have significant impact on value creation and Aegon’s financial strength, competitive position, or reputation. It is a critical, cross-functional exercise that looks beyond impact to assess the potential of topics that influence value protection and creation. The scan is performed as a check on the ongoing appropriateness of the risk universe, to ensure the completeness of Aegon’s risk assessment as well as to provide input for ongoing strategy development. The scan takes into account the relationship and interconnectivity between risks and opportunities and the impact on business objectives.

Topic identification, mapping, and selection are based on desk research, interviews with internal and external experts, and management selection. Topic areas can include, among others, geopolitics, macro- and financial economics, technology, regulations and supervision, customer preferences, product markets, market conduct and ESG. Outcomes can be used for materiality reporting, as input for Aegon’s strategy process and for possible follow-up in terms of further analysis, tracking, or as a global project.

Risk governance framework

Aegon’s risk management is based on clear, well-defined risk governance. The goals of risk governance are to:

Governance structure

Aegon’s risk management framework is represented across all levels of the organization. This ensures a coherent and integrated approach to risk management throughout the company. Similarly, Aegon has a comprehensive range

of group-wide risk policies that detail specific operating guidelines and limits. These policies include legal, regulatory, and internally set requirements, and are designed to keep overall risk-specific exposures to a manageable level. Any breach of policy limits or warning levels triggers remedial action or heightened monitoring. Further risk policies may be developed at a local level to cover situations specific to particular business units.

Aegon’s risk management governance structure has four layers:

The Risk Committee reports to the Board on topics related to the ERM framework and the internal control system. This includes:

The Risk Committee works closely with the Board of Directors Audit Committee (Audit Committee).

For a description of the main roles and responsibilities of the Risk Committee see the section on the Risk Committee on page 59 of the Report of the Board of Directors in this Annual Report.

It is the responsibility of the CEO and the Group’s Chief Risk Officer (CRO) to inform the Board of any risk that directly threatens the solvency, liquidity, or operations of the company.

The CEO has overall responsibility for risk management. The CEO adopts the risk strategy, risk governance, risk tolerance, and material changes in risk methodology and risk policies. The Group’s CRO has a standing invitation to attend the CEO meeting and has a direct reporting line to the Board to discuss ERM and related matters. The CRO is also a member of the Executive Committee.

The Executive Committee oversees a broad range of strategic and operational issues. While the CEO is Aegon’s statutory Executive Director, the Executive Committee provides vital support and expertise in safeguarding Aegon’s strategic goals. The Executive Committee discusses and sponsors ERM, in particular the risk strategy, risk governance, risk tolerance, and the introduction of new risk policies.

82 | Annual Report on Form 20-F 2023

Risk management

The CEO and Executive Committee are supported by the Group Risk & Capital Committee (GRCC). The GRCC is Aegon’s most senior risk committee. It is responsible for managing Aegon’s balance sheet at the global level, and is in charge of risk oversight, risk monitoring, and risk management -related decisions on behalf of the CEO and in line with its charter. The GRCC ensures risk-taking is within Aegon’s risk tolerances; that the capital position is adequate to support financial strength and regulatory requirements, and that capital is properly allocated. The GRCC informs the CEO about any identified (near) breaches of overall tolerance levels that threaten the risk balance, as well as any potential threats to the company’s solvency, liquidity, or operations.

The GRCC has threesub-committees: the ERM framework, Accounting and Actuarial Committee (ERMAAC), the Non-Financial Risk Committee (NFRC) and the Model Validation Committee (MVC).

The purpose of the ERMAAC is to assist the GRCC, CEO, and Executive Committee with financial risk framework setting and maintenance across all group-level balance sheet bases, including policies, standards, guidelines, methodologies, and assumptions.

The purpose of the NFRC is to assist the GRCC, CEO and Executive Committee withnon-financial risk framework setting and maintenance, including policies, standards, guidelines, and methodologies, and to act as a formal discussion and information-exchange platform on matters of concern regardingnon-financial risk management.

The MVC is responsible for approving all model validation reports across Aegon. This is an independent committee that reports to the GRCC and the CEO to provide information on model integrity and recommendations on how to further strengthen these models.

Aegon’s business units have a Risk, or Risk and Capital committee, and an Audit committee. The responsibilities and prerogatives of the committees are aligned with those of the company-level committees and further elaborated in their respective charters, which are tailored to local circumstances.

In addition to the four layers described above, Aegon has an established group-wide Risk function. It is the mission of the Risk function to ensure the continuity of the company by safeguarding the value of existing business, protecting Aegon’s balance sheet and reputation, and supporting the creation of sustainable value for all stakeholders.

In general, the objective of the Risk function is to support the CEO, Executive Committee, Board, and business unit boards in ensuring that the company reviews, assesses, understands, and manages its risk profile. Through oversight, the Risk

function ensures the company-wide risk profile is managed in line with Aegon’s risk tolerances, and stakeholder expectations are managed under both normal business conditions and adverse conditions caused by unforeseen negative events.

The following roles are important in order to realize the objective of the Risk function:

In the context of these roles, the Risk function has the following responsibilities:

ERM Framework

Global Risk Appetite (GRA)

Risk identification and assessment

Risk governance

Policies and standards

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Risk framework embedding

Risk oversight

Risk monitoring and reporting

Risk culture

Aegon’s group-wide and business unit risk management staff structure is fully integrated. Business unit CROs have either a direct reporting line to the Group CRO or one of the CROs that reports directly to the Group CRO.

Keeping ERM framework up to date and effective

Aegon continuously works on keeping its ERM frameworkup-to-date, effective andfit-for-purpose. The annual risk development plan outlines priorities for the year and rationalizes activities that align with Aegon’s strategy and vision. Policies, charters and other governance documents are regularly reviewed and updated where necessary. Also, activities such as the Business Environment Scan provide an internal and external perspective on the risk universe and will signal where updates are required. For example, sustainability risk, including climate risk has been incorporated more explicitly into our risk taxonomy and relevant risk and business policies and processes. In addition, internal processes such as policy attestation verify compliance with policies. Non-compliance requires remediating action plans, which are actively monitored to ensure execution.

Internal control system

Aegon has developed an internal control system that serves to facilitate its compliance with applicable laws, regulations (for example Sarbanes-Oxley Act and Solvency II), and administrative processes, and the effectiveness and efficiency of operations with regard to its objectives, in addition to the availability and reliability of financial andnon-financial information. The overall internal control system ensures appropriate control activities for key processes, and the documentation and reporting of administrative and accounting information. A key element of the internal control system is to facilitate action planning and embed continuous improvement regarding the internal control environment throughout the organization. The internal control system is embedded through policies and frameworks such as the ERM Framework, Model Validation Framework, Operational Risk Management (ORM) Framework, and Information Technology Framework. Aegon’s internal control system is considered more encompassing in scope than the Integrated Framework issued by COSO on which criteria for the internal control system are based.

In relation to the Information Technology Framework, as some of the core processes and systems shift from legacyon-premises environment to the cloud, Aegon has established a strategy to manage cloud risk. This includes defining key elements of cloud governance, cloud security strategy, as well as integrating cloud control requirements into our IT Control Framework.

In 2023, risk management and internal control topics were discussed by the relevant management committees and bodies, including the Executive Committee, Risk Committee, and the Audit Committee. An analysis of internal and external audit reports and risk reviews revealed no material weaknesses. As a result, no significant changes or major improvements were made or planned to the risk management and internal control systems.

84 | Annual Report on Form 20-F 2023

Capital and liquidity management

Capital and liquidity management

Guiding principles

The management of capital and liquidity is of vital importance for Aegon, for its customers, investors in Aegon securities, and for Aegon’s other stakeholders. In line with its risk tolerance, the goal of Aegon’s capital and liquidity management is to promote strong and stable capital adequacy levels for its businesses, in addition to maintaining adequate liquidity to ensure the company is able to meet its obligations.

Aegon follows a number of guiding principles in terms of capital and liquidity management:

Aegon believes that the combination of these guiding principles strengthens the company’s ability to withstand adverse market conditions, enhances its financial flexibility, and serves both the short-term and the long-term interests of the company, its customers, and other stakeholders.

The management and monitoring of capital and liquidity is firmly embedded in Aegon’s Enterprise Risk Management (ERM) framework.

Management of capital

Aegon’s capital management framework is based on adequate capitalization of its operating units, Cash Capital at Holding, and leverage.

Capital adequacy of Aegon’s operating units

Aegon manages capital in its operating units at levels sufficient to absorb moderate shocks without impacting the remittances to the Group. These moderate shocks could be caused by various factors, including general economic conditions, financial markets risks, underwriting risks, changes in government regulations, and legal and arbitration proceedings. To mitigate the impact of such factors on the ability of operating units to pay remittances to the Group, Aegon established an operating level of capital in each of the units: 400% Risk-Based Capital (RBC) Company Action Level (CAL) in the US and 150% Solvency Capital Requirement (SCR) in the UK; based on UK Solvency II. Aegon manages capital in the units to their respective operating levels over-the-cycle.

After investments have been made in new business to generate organic growth, capital generated by Aegon’s operating units is available for distribution to the holding company. In addition to an operating level, Aegon established a minimum dividend payment level of capital in each of the units: 350% RBC CAL in the US and 135% SCR in the UK; based on UK Solvency II. As long as the capital position of the unit is above this minimum dividend payment level, the unit is expected to pay remittances to the Group.

When the operating unit’s capital position approaches the minimum dividend payment level, capital management tools will be used to ensure that units will remain well capitalized. The frequent monitoring of actual and forecasted capitalization levels of its operating units is an important element in Aegon’s capital framework in order to actively maintain adequate capitalization levels.

The regulatory capital requirement, minimum dividend payment level, operating level, and actual capitalization for Aegon’s main operating units at December 31, 2023 are included in the following table:

For more details on the capital ratios and the movement thereof, see note 37 “Capital management and solvency” in Aegon’s consolidated financial statements.

Improving risk-return profile

Aegon has an active global reinsurance program designed to optimize the risk-return profile of insurance risks. In addition, Aegon monitors the risk-return profile of new

business written, withdrawing products that do not create value for its stakeholders.

Aegon continues to take measures to improve its risk-return profile. Particularly in the United States, several actions were taken to strengthen the capital position and reduce the volatility of the local capital positions.

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Management actions US

As announced during the June 2023 Capital Markets Day, Transamerica aims to improve the quantum and quality of its capital generation, while reducing its exposure to Financial Assets. During 2023, Transamerica has made good progress in implementing its plans.

Regarding Strategic Assets these include:

As part of the strategy rolled out on the CMD, the legacy Universal Life portfolio and Single Premium Group Annuities (SPGA) have been added as a Financial Asset. Transamerica aims to release capital employed in Financial Assets in part throughin-force management actions. During 2023 the following management actions related to the Financial Asset portfolio were executed:

Cash Capital at Holding and liquidity management

Liquidity management is a fundamental building block of Aegon’s overall financial planning and capital allocation processes. Liquidity is managed both centrally and at the operating unit level and is coordinated centrally at Aegon Ltd.

The ability of the holding company to meet its cash obligations depends on the amount of liquid assets on its balance sheet and on the ability of the operating units to pay remittances to the holding company. In order to ensure the holding company’s ability to fulfill its cash obligations, to maintain sufficient flexibility to provide capital and liquidity support to Aegon’s operating units, and to provide stability in external dividends, the company manages Cash Capital at Holding, including Aegon’s centrally managed (unregulated) holding companies, to an operating range of EUR 0.5 billion to EUR 1.5 billion.

The main sources of liquidity in Cash Capital at Holding are remittances from operating units and proceeds from divestitures. In addition, contingent internal and external liquidity programs are maintained to provide additional safeguards against extreme unexpected liquidity stresses.

Aegon uses the cash flows from its operating units to pay for holding expenses, including funding costs. The remaining free cash flow is available to execute the company’s strategy, to strengthen the balance sheet through deleveraging or make capital injections into units as required, to make acquisitions, to fund dividends on its shares, and to return capital to shareholders, if possible, all subject to maintaining targeted Cash Capital at Holding. Aegon aims to pay out a sustainable dividend to enable equity investors to share in its performance.

When determining whether to declare or propose a dividend, Aegon’s Board of Directors balances prudence with offering an attractive return to shareholders. This is particularly important during adverse economic and/or financial market conditions. Furthermore, Aegon’s operating units are subject to local insurance regulations that could restrict remittances to be paid to the holding company. There is no requirement or assurance that Aegon will declare and pay any dividends.

On December 31, 2023, Aegon held a balance of EUR 2.4 billion in Cash Capital at Holding, compared to EUR 1.6 billion on December 31, 2022. Details on the movement are included in note 37 “Capital management and solvency” in Aegon’s consolidated financial statements.

86 | Annual Report on Form 20-F 2023

Capital and liquidity management

Liquidity management

The company’s liquidity risk policy sets guidelines for its operating companies and the Holding in order to achieve a prudent liquidity profile and to meet cash demands under extreme conditions. Aegon’s liquidity is invested in accordance with the company’s internal risk management policies. Aegon believes that its Cash Capital at Holding, backed by its external funding programs and facilities, is ample for the company’s present requirements.

Aegon maintains a liquidity policy that requires all business units to project and assess their sources and uses of liquidity over atwo-year period under normal and severe business and market scenarios. This policy ensures that liquidity is measured and managed consistently across the company, and that liquidity stress management plans are in place.

Aegon’s operating units are engaged in life insurance and pensions business, which are long-term activities with relatively illiquid liabilities and generally matching assets. Liquidity consists of liquid assets held in investment portfolios, in addition to inflows generated by maturing assets, coupons and premium payments, and customer deposits.

Leverage

Aegon uses leverage to lower the cost of capital that supports businesses in the company, thereby contributing to a more effective and efficient use of capital. In managing the use of leverage throughout the company, Aegon has implemented a Leverage Use Framework as part of its broader ERM framework.

Financial leverage

Aegon defines gross financial leverage as debt or debt-like funding issued for general corporate purposes and for capitalizing Aegon’s business units. Gross financial leverage includes hybrid instruments, and subordinated and senior debt. In 2023, Aegon achieved its goal to reduce its gross financial leverage to around EUR 5.0 billion, as announced during the June 2023 Capital Markets Day. Gross financial leverage was EUR 5.1 billion per December 31, 2023, after a EUR 500 million reduction in gross financial leverage in December 2023 funded from the proceeds of the a.s.r. transaction.

The following are metrics that Aegon assesses in managing leverage:

Aegon’s gross financial leverage ratio is calculated by dividing gross financial leverage by total capitalization. Aegon’s total capitalization consists of the following components:

Aegon’s fixed charge coverage is a measure of the company’s ability to service its financial leverage. It is calculated as the sum of the operating result and interest expenses on financial leverage divided by interest payments on financial leverage. The fixed charge coverage includes the impact of interest rate hedging.

Operational leverage

Although operational leverage is not considered part of Aegon’s total capitalization, it is an important source of liquidity and funding. Operational leverage relates primarily to the use of a Federal Home Loan Bank (FHLB) facility.

Funding andback-up facilities

The majority of Aegon’s financial leverage is issued by Aegon Ltd., the parent company. A limited number of other Aegon companies have also issued debt securities, but for the most part these securities are guaranteed by Aegon Ltd.

To support the need for Letters of Credit (LOCs) and to enhance its liquidity position, Aegon maintains backup credit and LOC facilities with international lenders. The company’s principal arrangements comprise a EUR 1.7 billion syndicated revolving credit facility and an LOC facility of USD 1.5 billion. The syndicated revolving credit facility matures in 2025. The LOC facility matures in 2026. In addition, Aegon also maintains a number of shorter-dated bilateral backup liquidity facilities.

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Rating agency ratings

Aegon’s objective is to maintain strong financial strength ratings in its main operating units, and this plays an important role in determining the company’s overall capital

management strategy. Aegon maintains strong financial strength ratings from several international rating agencies for its operating units.

Aegon Group Solvency Ratio

Following the transfer of Aegon’s legal domicile to Bermuda on September 30, 2023, group supervision moved from the Dutch Central Bank ( DNB) to the Bermuda Monetary Authority (BMA). Aegon’s group solvency ratio under the Bermuda solvency framework is broadly aligned with that under the previously applied Solvency II framework during a transition period until the end of 2027. This includes the method to translate Transamerica’s capital position into the group solvency position. For more information about group solvency and recent developments, please refer to section “Regulation and supervision”.

Aegon’s Group solvency ratio was 193% on December 31, 2023, compared to 208% on December 31, 2022. The decrease in Group solvency ratio is driven by the EUR 1,500 million share buyback related to the transaction with a.s.r. The Group solvency ratio includes Aegon UK based on the local UK Solvency II regulation, including the recent reform of the risk margin calculation. For more details, please refer to note 37 “Capital management and solvency” to Aegon’s consolidated financial statements.

Sensitivities

Aegon calculates the sensitivities of its capital ratios as part of its capital management framework. The following table provides an overview of the sensitivities (downward and upward) to certain parameters and their estimated impact on the capital ratio. Aegon has a 29.98% stake in a.s.r. following the completion of the transaction. The impact from this 29.98% stake has been excluded in the sensitivities of the Group solvency ratio.

Please note that the sensitivities listed in the tables below represent sensitivities to Aegon’s position at the balance sheet date. The sensitivities reflect single shocks, where other

elements remain unchanged. Real-world market impacts (for example, lower interest rates and declining equity markets) may happen simultaneously, which can lead to more severe combined impacts and may not be equal to the sum of the individual sensitivities presented in the table. The sensitivities assume deferred tax asset (DTA) admissibility. Under certain adverse scenarios and where applicable, part of DTAs could become inadmissible. While this would increase the sensitivities relative to the published sensitivities, the DTAs would still be recoverable over time. In the sensitivities of the Americas, part of the DTAs was inadmissible per December 31, 2023.

88 | Annual Report on Form 20-F 2023

Capital and liquidity management

Equity sensitivities

Aegon is exposed to the risk of a downturn in equity markets. This is mainly a consequence of indirect equity exposure in the Americas.

In the Americas, equity sensitivities are primarily driven by the variable annuity (VA) business, where base contract fees are charged as a percentage of underlying funds, many of which are equity based. While guaranteed benefits are fully hedged for equity risk, the indirect equity exposure associated with the base contract fees is not. The asymmetry between the impacts of up and down shocks is caused by reserve flooring in the variable annuity business. The variable annuity voluntary reserve that was set up in 2022 provides a dampening of the RBC ratio sensitivity towards equity movements. The impacts are quite in line with last year.

Interest rates sensitivities

Aegon’s group solvency ratio is not very sensitive to movements in interest rates given the asset liability management and hedging programs that are in place.

In the Americas, a decrease in interest rates leads to higher reserves for variable annuities and universal life products, which are offset by payoffs from interest rate hedging programs. For the Americas, interest rate sensitivity results are quite stable due to Clearly Defined Hedging Strategy implemented in 3Q 2021 (net of SSAP108 deferrals). The SSAP 108 deferral reducesnon-economic statutory surplus volatility by deferring the breakage between the reserves and hedge movement on TLIC. There is a deferral of net loss (creating an asset) in up rate shocks and a deferral of net gain (creating a liability) in down rate shocks to the balance sheet of the TLIC legal entity and this is generally amortized over a 10-year period.

For SE Plc, the main insurance entity of Aegon UK, exposure to lower interest rates leads to higher required capital on mortality, expense and policyholder lapse risks which is partly offset by gains on the swaps held in the general account. There is one key driver for the changes in sensitivity, which is the sale of the Protection Business, mainly lowering the Own Funds impact in interest rate sensitivities.

Spread sensitivities

Thenon-government spread sensitivities include shocks on corporate bonds and structured instruments. Overall, Aegon is exposed to the risk of widening credit spreads, which results in lower asset valuations. Aegon as a whole has little exposure to changes in government spreads. The exposure in the Americas is negligible, and there is a slight risk in SE Plc.

The solvency ratio of the Americas shows hardly any impact from spread widening/narrowing, which results from a higher/ lower discount rate used for valuing employee pension plan liabilities offset by the negative/positive impact from lower fixed asset values.

Exposure to government spread sensitivities is driven by SE Plc, which is exposed to spreads widening due to the reduction in the value of fixed-income assets.

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Credit default and migration sensitivities

Previously, the credit sensitivity of the Americas reflected the impact of credit defaults and rating migrations on assets held in the general account portfolio. Credit sensitivities were updated to reflect the 1-in-10 impact of defaults and migrations separately. Defaults represent the annual impact of a level three times the long-term average with 1/3 in OCG and the remainder as a shock impact. Ratings migrations are equivalent to 10% of the general account portfolio dropping one letter grade. Under the default sensitivity, the credit impairments reduce the value of credit exposures and increase the amount of required capital. The downward rating migrations of credit instruments increase the amount of required capital.

Longevity sensitivities

All main business units contribute to the company-wide risk that people will live longer than the expectations embedded in our provisions.

For the Americas, the longevity sensitivity widened compared to 2022. This is driven by movements in Health, as mortality assumptions for both active and disabled lives were updated in 1H2023, with decreasing sufficiency impacts. The shock impact change is mostly driven by the erosion of sufficiency, which went down as a result of the 1H 2023 assumption update in the Americas.

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Regulation and supervision

Individually regulated Aegon companies are each subject to prudential supervision in their respective home countries and therefore are required to maintain a minimum solvency margin based on local requirements. In addition, Aegon as a whole is subject to prudential requirements on a group basis, including capital, internal governance, risk management, reporting, and disclosure requirements.

Developments in 2023

Following completion of the combination of the Aegon NL business with a.s.r.’s business operations in the Netherlands on July 4, 2023, Aegon no longer had a regulated insurance entity in the Netherlands. After an interim period during which the Dutch Central Bank (DNB) continued to fulfill the role of Aegon’s group supervisor, Aegon’s legal domicile transferred to Bermuda. Consequently, the role of group supervision moved to the Bermuda Monetary Authority (BMA) as of October 1, 2023.

Single-entity level Solvency II supervision continues to applicable in respect of Aegon’s regulated EEA insurance entities in Spain and Portugal. Aegon’s Asset Management activities in the Netherlands have continued to be supervised by the Authority Financial Markets (AFM) and DNB.

In addition, subgroup supervision is exercised by the UK Prudential Regulatory Authority with respect to entities established in the United Kingdom as subsidiaries of Aegon Europe Holding B.V. on the basis of the relevant provisions of the UK regulatory regime for insurers.

For other individual regulated subsidiaries, there is no change in the applicable regulatory regime and legal requirements as a result of the redomiciliation of Aegon’s top holding company.

Group Supervision

Following the redomiciliation, Aegon’s group supervision is exercised by the BMA and, accordingly, the relevant Bermudian laws and regulations concerning group supervision are applicable.

The Bermuda Insurance Act 1978 and related regulations provide the BMA with broad authority to perform its group supervisor role with a wide range of functions and supervisory activities, including but not limited to (i) coordinate the gathering of information and dissemination of relevant or essential information for going concerns and emergency situations (including information which is important for the supervisory task of other competent authorities), (ii) review and assess the financial situation of the group, (iii) assess the compliance with the rules on solvency and on risk concentration and intra-group transactions of the group, (iv) assess the system of governance of the group, (v) plan and coordinate supervisory activities in cooperation with

other competent authorities concerned, (vi) coordinate any enforcement action against the group and its members and (vii) plan and coordinate meetings of the college of supervisors of the Aegon Group. Bermuda’s regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II regime, and by the UK under its own Solvency UK regime. It has also been designated as a qualified jurisdiction and reciprocal jurisdiction by the US National Association of Insurance Commissioners (NAIC).

Group Solvency

In Bermuda, Aegon’s group solvency ratio and surplus under the Bermuda solvency framework will be broadly in line with that under the Solvency II Regime during a transition period until the end of 2027. After the transition period, Aegon will fully adopt the Bermudian solvency framework.

Insurance companies are required to determine technical provisions at a value that corresponds with the current exit value of their obligations towards policyholders and other beneficiaries of insurance and reinsurance contracts. The calculation of the technical provisions is based on market-consistent information where possible. The value of the technical provisions is equal to the sum of a best estimate and a risk margin. The discount rate at which technical provisions are calculated and other parameters may have an important effect on the amount and volatility of own funds (the excess of assets over liabilities).

Insurers and reinsurers are required to hold eligible own funds to ensure that they are able to meet their obligations over the next 12 months with a probability of at least 99.5% (that is, the ability to withstand a 1-in-200-year event). This objective is called the Solvency Capital Requirement (SCR). Insurance companies are allowed to use: (a) a standard formula to calculate their SCR; (b) a self-developed internal model; for which the approval of supervisory authorities is required; or (c) a partial internal model (PIM); a combination of the standard formula and an internal model that also requires approval of supervisory authorities. An internal model should better reflect the actual risk profile of the insurance company than the standard formula. Aegon Ltd. uses a PIM. In addition to the SCR, insurance companies must also calculate a Minimum Capital Requirement (MCR). This represents a lower level of financial security than the SCR, below which the level of eligible own funds held by the insurance company is not allowed to drop. An irreparable breach of the MCR would lead to the withdrawal of an insurance company’s license. Insurance companies are required to hold eligible own funds against the SCR and MCR.

During the transition period, Aegon uses a combination of the two methods – Accounting Consolidation and Deduction & Aggregation – to calculate the Group Solvency ratio. For insurance entities domiciled outside the EEA for

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which provisional or full equivalence applies, such as the United States, Aegon uses the Deduction and Aggregation method, based on local regulatory requirements, to translate these into the Group Solvency position. US insurance entities are included in Aegon’s group solvency calculation in accordance with local US Risk-Based Capital (RBC) requirements. Actual solvency levels are included in note 37 “Capital management and solvency” in Aegon’s consolidated financial statements. Aegon’s UK insurance subsidiaries have been incorporated into the Aegon’s Solvency calculation in accordance with UK Solvency II standards, including Aegon UK’s approved Partial Internal Model.

Designation as Internationally Active Insurance Group

Aegon retains its designation as an Internationally Active Insurance Group (IAIG) in accordance with the principles of ComFrame (the Common Framework for the Supervision of IAIGs). The provisions of ComFrame must be implemented in local legislation in order to have a binding effect. To the extent Bermudian regulations require these provisions for IAIGs these provisions are applicable. This also applies to the Insurance Capital Standard (ICS) which is being developed as a consolidated group-wide capital standard for IAIGs; The ultimate goal of the ICS is a single ICS that includes a common methodology by which it achieves comparable outcomes across jurisdictions. The key elements of the ICS include valuation, capital resources, and capital requirements. Ongoing work is intended to lead to improved convergence over time. It must be adopted by the Bermudian jurisdiction to be formally applicable.

Bermuda’s group supervision framework reflects international developments and principles for insurance group supervision adopted by the International Association of Insurance Supervisors (IAIS). The Insurance Amendment Act 2021 introduced the concept of an IAIG to meet the principles and standards of ComFrame. The Insurance Amendment Act 2021 amended the Insurance Act 1978 to make provision for supervisory requirements relating to the

administration of IAIGs in Bermuda. Once designated as an IAIG, the IAIG is subject to any rules that the BMA may make prescribing prudential or technical standards to the IAIG, and will continue to be subject to any other requirements of group supervision.

Aegon closely monitors all regulatory requirements resulting from its designation as an IAIG. As an example, we have monitored the Insurance Amendment Act 2023. This amendment to the Insurance Act 1978 was passed in May 2023; it empowers the BMA to require insurance groups to develop a recovery plan. The amendment also empowers the BMA to designate, for the purposes of supervision, a member company of an IAIG as its ‘head of the IAIG’.

In November 2019, the IAIS adopted the Holistic Framework for the assessment and mitigation of systemic risk in the insurance sector. The Holistic Framework consists of an enhanced set of supervisory policy measures and powers of intervention, an annual IAIS global monitoring exercise, and an assessment of consistent implementation of supervisory measures. The provisions of the Holistic Framework must be implemented in local legislation in order to have a binding effect.

Bermuda’s Insurance Act has been amended to give the BMA powers to make rules for recovery planning, and the BMA is finalizing requirements for recovery plans. In 2025, the BMA plans to publicly consult on the design and implementation of an insurance resolution regime in line with the standards of the IAIS.

Future laws and regulations

Aegon has taken note of reforms to Bermuda’s prudential regime, many of which will become applicable in 2024. Aegon further continues to closely monitor all regulatory requirements and changes to them, both at the consolidated level and at the level of individual regulated subsidiaries. In addition to prudential regulatory requirements, this includes ESG-related legislation, such as the Corporate Sustainability Reporting Directive, the Taxonomy Regulation, the Sustainable Finance Disclosure Regulation.

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Code of Conduct

Code of Conduct

Aegon’s Code of Conduct embodies the company’s values and helps ensure that all employees act ethically and responsibly and is available at aegon.com.

It prescribes a mandatory set of standards for how Aegon employees should conduct business, comply with all applicable laws and regulations, and exercise sound judgment in reaching ethical business decisions in the long-term interests of Aegon’s stakeholders.

Aegon’s Code of Conduct applies to all Directors, officers, and employees of all Aegon companies around the world (regardless of the contractual basis of their employment), including associate companies and joint ventures that are majority owned and/or controlled by Aegon Ltd. Companies in which Aegon does not hold a majority stake will be expected to either adopt the Aegon Code of Conduct or implement an equivalent code.

All Aegon employees must certify that they have read and understood the Code of Conduct, and agree to abide by it. Employees are also required to follow mandatory training on a regular basis to help embed the principles of the Code in the way they work.

Any waivers to the Aegon Code made to Directors or Executive officers must be approved by the Aegon Ltd. Board of Directors or its Audit Committee. Waivers may only be granted in exceptional circumstances and will be promptly disclosed to our shareholders in accordance with applicable laws and stock exchange requirements. Aegon has elected to comply with home country practice and disclose any waivers to the Aegon Code in the Form 20-F instead of disclosing such waivers to shareholders within four business days pursuant to the NYSE rules. No waivers were requested or given during 2023.

Aegon Speak Up: Reporting misconduct

Breaching laws and regulations, the Code of Conduct, or internal policies and procedures may have serious

consequences for the company and its staff, its customers, shareholders, and business partners, and may also have a serious impact on the financial system or the public interest. Aegon’s ambition is to be a trusted long-term partner to all its stakeholders, and therefore, the company would like to be made aware of any suspected unlawful, unethical, or otherwise improper conduct that could be harmful to the company and its stakeholders. Effective detection and resolution of such conduct will help sustain its business and ensure long-term value creation for all stakeholders.

Aegon implemented Aegon Speak Up to demonstrate its commitment to staff and other stakeholders that it encourages people to report any concerns regarding potential misconduct and will not tolerate reprisals for making a good faith report.

Aegon Speak Up provides a safe environment for anyone who wishes to raise a concern about suspected or observed misconduct that involves Aegon.

For this purpose, Aegon has contracted with an independent third party to host a secure reporting channel for employees and others to report potential misconduct. Reports can be submitted online or via toll-free telephone lines in all the countries in which Aegon conducts business (24 hours a day, seven days a week). Reporters can choose to remain anonymous. If an issue is found upon investigation, appropriate management action is taken to resolve the issue and prevent it from happening again.

It is important that people feel supported and protected by the company for bringing issues to the attention of management that may be harmful to the reputation and integrity of the company, its employees, or other stakeholders. Aegon has established specific measures to provide support, and to address situations that present a risk of reprisal. Reporters who believe they have experienced retaliation are encouraged to immediately bring the issue to the attention of the Group Compliance Officer.

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Controls and procedures

Disclosure controls and procedures

At the end of the period covered by this Annual Report on Form 20-F, Aegon’s management carried out an evaluation, under the supervision and with the participation of its Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of the design and operation of Aegon’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, Aegon’s CEO and CFO concluded that, as of December 31, 2023, the disclosure controls and procedures were effective. There have been no material changes in the company’s internal controls, or in other factors, that could significantly affect internal control over financial reporting subsequent to the end of the period covered by this Annual Report on Form 20-F.

Due to the listing of Aegon shares on the New York Stock Exchange, Aegon is required to comply with the US Securities and Exchange Commission regulations adopted pursuant to Section 404 of the Sarbanes-Oxley Act, or SOX 404. These regulations require that Aegon’s CEO (the Chairman of the Executive Board) and CFO report on and certify the effectiveness of Aegon’s internal control over financial reporting on an annual basis. Furthermore, external auditors are required to provide an opinion on the management assessment of Aegon’s internal control over financial reporting. The SOX 404 statement by management is stated below, followed by the report of the external auditor.

Management’s annual report on internal control over financial reporting

Aegon’s management is responsible for establishing and maintaining adequate internal control over financial reporting. Aegon’s internal control over financial reporting is a process designed under the supervision of Aegon’s principal executive and financial officers to provide reasonable assurance regarding the reliability of financial reporting and the preparation of its published financial statements. Internal control over financial reporting includes policies and procedures that:

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with policies or procedures may deteriorate.

Management assessed the effectiveness of Aegon’s internal control over financial reporting as of December 31, 2023.

In making its assessment management used the criteria established in “Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission” (COSO, 2013 framework).

Besides enhancements to our internal control over financial reporting related to the transaction with a.s.r. and the adoption of IFRS 9 and IFRS 17, there were no other changes to our internal control over financial reporting during the year ended December 31, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Based on the assessment, management concluded that, in all material aspects, the internal control over financial reporting was effective as of December 31, 2023. They have reviewed the results of its work with the Audit Committee of the Board of Directors.

Attestation report of the registered public accounting firm

Management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2023, was audited by PricewaterhouseCoopers Accountants N.V., an independent registered public accounting firm, as stated in their report included on page 390.

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Controls and procedures

Management’s assessment of going concern

Aegon’s management has adopted a going concern basis, in preparing the consolidated financial statements, on the reasonable assumption that the company is, and will be, able to continue its normal course of business in the foreseeable future.

Relevant facts and circumstances, relating to the consolidated financial position on December 31, 2023, were assessed in order to reach the going concern assumption. The main areas assessed are financial performance, capital adequacy, financial flexibility, liquidity, and access to capital markets, together with the factors likely to affect Aegon’s future development, performance, and financial position. Commentary on these is set out in the “Capital and liquidity management”, “Risk management”, “Results of operations” and “Business overview” sections in this Annual Report on Form 20-F. Aegon’s CEO and CFO concluded that the going concern assumption is appropriate on the basis of the financial performance of the company, its continued ability to access capital markets, adequate solvency ratios, and the level of leverage and Cash Capital at Holding.

The Executive Director and CFO of Aegon Ltd.

Lard Friese, CEO

Matthew J. Rider, CFO

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96 | Annual Report on Form 20-F 2023

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