Aegon N.V

Aegon Integrated

Annual Report

2022

Helping people live

their best lives

About Aegon

2022 milestones

CEO letter

Our business environment

Our strategy and value creation

Governance and risk management

Boards and Governance

Risk management

Regulation and supervision

105

Financial information

110

Results of operations

134

Financial statements

346

Business overviews

395

Non-financial information

396

Basis of preparation

400

Sustainability approach

405

Regulation and compliance

414

Our commitments

422

Task Force on Climate-related

Financial Disclosures

429

Value created

Contents

Welcome

PDF/printed version

This document is the PDF/printed version of the Integrated Annual Report 2022 of Aegon N.V. and has been prepared for ease of use and does not contain

European Single Electronic Format (ESEF) information as specified in the Regulatory Technical Standards on ESEF (Delegated Regulation (EU) 2019/815).

The Integrated Annual Report 2022 was made publicly available pursuant to section 5:25c of the Dutch Financial Supervision Act (“Wet op het financieel

toezicht”) and was filed with the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) in European single electronic reporting format

(the ESEF package). The ESEF package is available on the

company’s website

and includes a human readable XHTML version of the Integrated Annual Report

2022. The auditor’s report of the independent auditor is issued with the ESEF reporting package. In any case of discrepancies between this PDF/printed

version and the ESEF package, the latter prevails.

This is Aegon’s Integrated Annual Report for the year

ended December 31, 2022. 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 2022

consolidated financial statements and standalone

financial statements of Aegon N.V. (from page 105).

We have prepared the consolidated financial statements

in accordance with the International Financial Reporting

Standards, as adopted by the European Union (EU-IFRS).

This report also conforms to the relevant reporting

requirements under the Dutch Corporate Governance

Code and Dutch Civil Code.

In compliance with the requirements resulting from our

listing on the New York Stock Exchange, we also prepare

an 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 International Accounting

Standards Board (IFRS - IASB). Throughout this document,

Aegon N.V. is referred to as either “Aegon” or “the company”.

For the purposes of this report, “member companies”

shall mean, with respect to Aegon N.V., those companies

consolidated in accordance with Dutch 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 offices in The Hague, the Netherlands.

Contact details may be found on page 446.

Our purpose

People are living longer. At Aegon, we are excited by the opportunities this brings.

We are here for everyone who wants to make the most of their extended time

on earth and leave it a little better than they found it. That is why our purpose is

Helping people live their best lives

The financial services industry has traditionally taken a three-stage view of life: an education up to the ages of 20 to 25,

followed by a career of around 40 years and a relatively short retirement period. Intersecting demographic, technological, and

health trends are now disrupting this conventional “linear” life journey. Skills and knowledge gained before the age of 25 are

unlikely to sustain someone through a career spanning multiple decades. Meanwhile, the long-held association of aging with

frailty and inactivity is being replaced by the expectation that the years after 60 can be the most rewarding.

Aegon aims to give people the confidence to navigate a longer, multi-stage life. A longer life is a beautiful thing; it is even better

when enjoyed in a clean, healthy, safe environment. As we enter the age of the 100-year life, we each have a unique opportunity

to contribute to a healthier, more equitable world.

Aegon’s purpose extends to the many, not the few, including those who have traditionally been underserved in financial

services. By empowering people worldwide and from all walks of life to live a long, healthy, socially active life, we can help

ensure a positive future for people and planet. A future that balances growth, wellbeing, and personal fulfillment with a more

inclusive and environmentally friendly society.

Aegon Integrated Annual Report

2022

About Aegon

In millions

In billions

Million customers

Employee engagement score

Free cash flow

Women in senior management

Operating result

Weighted average carbon intensity

Revenue-generating investments

29.5

70%

36%

EUR

1,918

EUR

780

EUR

747

390

Aegon is an integrated, diversified, international financial services group.

We offer 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 roots date back almost 180 years

to the first half of the 19

century. Our strategy focuses on three core markets (the United States, the United Kingdom,

and the Netherlands

), three growth markets (Brazil, China, and Spain & Portugal), and one global asset manager.

Aegon’s head offices are based in The Hague, the Netherlands.

Business overview

Aegon allocates capital toward profitable opportunities in its core and growth markets, and Aegon Asset Management.

As an international financial services group, we share capital, talent, knowledge, processes, and technologies across

our different businesses. We derive our revenues and earnings from insurance premiums, investment returns, fees,

and commissions. For simpler types of solutions, we are growing our direct distribution capabilities to engage with

customers directly.

On October 27, 2022, Aegon announced that it has reached an agreement with a.s.r. to combine its Dutch pension, life and non-life insurance, banking,

and mortgage origination activities with a.s.r. The closing of the transaction is subject to customary conditions. Based on the required steps, and necessary

approvals, the transaction is expected to close in the second half of 2023.

Please refer to page 23 and page 401 onward for further information.

Metric tons CO

e/EURm revenue of corporate fixed income and listed equity general account assets. For details on the methodology used, please

see our TCFD disclosure (Methodology) on page 428.

Non-IFRS financial measures. For reconciliation to the most directly comparable IFRS measures, see page 198.

This excludes the investments of Aegon the Netherlands.

In millions

Cash Capital at Holding

EUR

1,614

In millions

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Aegon’s core markets

Aegon’s growth markets

Aegon’s operations in small and niche markets

Aegon operates a small number of businesses that are sub-scale or active in small or niche markets and are managed with tight

capital and a bias to exit. Since 2020, we have been exiting various sub-scale positions globally. These include our businesses

in Central & Eastern Europe, which have been sold to Vienna Insurance Group AG. This transaction is being closed over several

stages and is expected to be completed in 2023 pending the required local regulatory approvals. In 2022, Aegon decided that

for Transamerica Life (Bermuda), the best path to maximizing value involves the internal reinsurance of the universal life portfolio

to Transamerica. This approach will ensure better alignment and management of risk, and free up excess capital. In other

sub-scale and niche markets, such as India, Aegon’s businesses operate with tight capital and a focus on expense management.

Further information on our businesses can be found in the business overview section on page 346 of this report.

In the United States, Aegon operates primarily under two brands: Transamerica and World

Financial Group Insurance Agency, an affiliated insurance agency. 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. Through several distribution channels,

Transamerica’s Individual Solutions division offers life insurance, annuities, and mutual funds

to retail customers.

In the Netherlands, Aegon focuses on life insurance, long-term savings, pension and annuity

solutions, and mortgages. The Workplace Solutions business focuses on new-style defined

contribution pension solutions, associated disability services, and pensions administration. Under

the Knab brand, Aegon provides digital banking solutions. In 2022, we announced that Aegon

the Netherlands will be combined with a.s.r. to create a leading Dutch insurance company

In the United Kingdom, Aegon is the market-leading investment platform, providing a broad range

of investment, retirement solutions, and protection products to individuals, advisers, and employers.

Aegon UK accesses customers through the workplace and retail financial advisers.

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 54.9% economic interest, inclusive of 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 Spain & Portugal, Aegon has a strategic partnership with Banco Santander to distribute life,

health, and non-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.

Aegon Asset Management (Aegon AM) is an active global investment business that manages

assets of EUR 293 billion for a global client base consisting of pension plans, public funds,

insurance companies (including Aegon’s subsidiaries), banks, wealth managers, family offices,

and foundations. Aegon AM is active in Aegon’s core and growth markets, as well as in France,

Germany, and Hungary. Aegon AM owns 49% of Aegon-Industrial Fund Management Company,

a Shanghai-based asset manager.

One global asset manager

Aegon Integrated Annual Report

2022

About Aegon

•

Following Russia’s invasion of Ukraine, Aegon announces

it will not make future investments in companies based in

Russia or Belarus, and that it will update its Responsible

Investment Policy accordingly.

•

Transamerica completes its lump-sum buyout program

with an 18% take-up rate. The program had been made

available to certain policyholders of variable annuities

with guaranteed minimum income benefits.

•

Aegon-Industrial Fund Management Company, Aegon’s

asset management joint venture in China, receives the

Excellence Award for Corporate Social Responsibility

from the

Shanghai Daily

newspaper.

•

In the Netherlands, Aegon lends its support to the Stap

vooruit (“Step forward”) program, an initiative by 14 NGOs

to help people at risk of experiencing debt-related poverty to

develop their financial resilience.

•

Transamerica earns a score of 100% in the Human Rights

Campaign Foundation’s 2022 Corporate Equality Index (CEI),

which measures workplace equality for LGBTQ+ employees.

•

Aegon completes the divestment of its Hungarian

businesses to Vienna Insurance Group AG Wiener

Versicherung Gruppe (VIG). This is the first step in the

completion of the sale of Aegon’s insurance, pension, and

asset management businesses in Central & Eastern Europe

to VIG for EUR 830 million, as announced in November 2020.

•

Transamerica acquires TAG Resources, strengthening its

competitive position in the pooled retirement plan market,

a key strategic growth driver for the business.

•

Aegon completes a tender offer for selected subordinated

notes, which was more successful than initially anticipated.

A total of EUR 429 million of subordinated notes were

repurchased, reducing Aegon N.V.’s gross financial

leverage

into the targeted range of EUR 5.0-5.5 billion.

•

Aegon UK transfers GBP 3 billion of customer assets

into strategies that consider environmental, social,

and governance (ESG) credentials, as part of Aegon’s

commitment to transition its default UK-based pension

funds to net zero by 2050.

•

Aegon completes the divestment of its business in Turkey

to VIG. This is the second step in the completion of the sale

of Aegon’s businesses in Central & Eastern Europe to VIG.

•

Aegon AM is named Responsible Investor of the Year in the

asset manager category at the Insurance Asset Risk Awards

2022 - UK & Europe.

•

Effective the second quarter of 2022, Aegon AM partnered

with Taurus Investment Holding in the launch of a USD 600

million venture in the United States to acquire value-add

multifamily dwellings and transition them to low-carbon,

energy-efficient buildings.

•

Aegon is included in the newly launched AEX ESG Index,

consisting of companies included in the two main indices of

the Euronext Amsterdam Stock Exchange that demonstrate

best ESG practices.

•

Transamerica adds to its growing suite of workplace

financial wellness solutions with the Emergency Savings

Account product, enabling employers to help staff save for

unexpected events and improve their financial wellbeing.

2022 milestones

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.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

•

Aegon’s digital-only bank in the Netherlands, Knab, celebrates

its 10

anniversary. The bank grew its fee-paying customer

base by over 44,000 to 346,000 in 2022. The 10-year

milestone is shared with Aegon Cappital, which was

established as the Netherlands’ first Premium Pension

Institution in 2012, and has since grown to become the

market leader. Today, Aegon Cappital administers pension

plans for more than 5,600 employers in the Netherlands

with a 99% retention rate.

•

Transamerica teams up with Smart and Finhabits to expand

retirement plan coverage for underserved (small) businesses

and their employees. The new program offers a simple,

bilingual, and affordable alternative to state-mandated

retirement plans in California and other US states.

•

Transamerica achieves its target of USD 450 million

long-term care rate increases and continues to work

with state regulators to get pending and future actuarially

justified rate increases approved.

•

Aegon announces it will combine its Dutch operations with

a.s.r. The combination will create a leading Dutch insurance

company. This marks a pivotal step towards Aegon’s

ambition to build leaders in its chosen markets.

•

Aegon completes the divestment of its 50% stake in

the Spanish insurance joint venture with Liberbank

to Unicaja Banco as announced in May 2022.

•

Aegon appoints a Global Head of Inclusion and Diversity. Her

responsibilities include creating the conditions for a diverse

and inclusive working environment in line with Aegon’s

purpose and sustainability approach.

•

Transamerica Life (Bermuda) reinsures a closed block

life insurance portfolio with Transamerica to better align

and manage risks and free up excess capital.

•

Transamerica announces it will maintain full ownership

of the variable annuities portfolio in the near term and

maximize its value through active management.

•

Aegon completes the final tranche of the EUR 300 million

share buyback program announced following the completion

of the sale of the company’s Hungarian operations.

•

The number of licensed life agents in World Financial Group

grows to more than 62,000, a 20% increase compared with

the fourth quarter of 2021, adding to the strength of this

distribution channel.

Aegon Integrated Annual Report

2022

About Aegon

CEO letter

2022 will be remembered as a pivotal year for Aegon and its stakeholders. We made

significant progress in the implementation of our strategy and delivered on several

of our operational and financial targets ahead of schedule. As a result, we have

laid the foundations for the next chapter of our transformation journey.

Progress

in a challenging year

Lard Friese -

CEO of Aegon

At the same time, we remained focused on helping

our customers navigate a highly volatile economic

and geopolitical landscape. Increasing inflation, rising

energy prices, and higher interest rates all brought new

financial challenges for individuals and businesses

across our markets. It was a testing time for investors,

too, given the volatility in equity and bond markets and

the uncertainty around inflation expectations.

Guided by our purpose of

Helping people live their best lives

we continued to provide the support and peace of mind that

people have come to expect from Aegon over the years. I

was pleased to see my colleagues respond to the war in

Ukraine in the same spirit, as we moved quickly to support

global humanitarian efforts for Ukraine’s citizens through

our donation to the Red Cross. Aegon has also exited its

investment positions in Russia wherever possible.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

A new chapter for Aegon

Against this challenging backdrop, we moved forward with

executing the strategy first announced at our Capital Markets

Day in late 2020. Building on the hard work and progress of

the previous year, we took steps to improve the company’s

operating performance and financial resilience, by further

strengthening our balance sheet and reducing our risk profile.

Moreover, we made important progress with our operational

improvement plan aimed at improving our performance

through a combination of expense savings and growth

initiatives. At the end of 2022, we exceeded the targeted

improvement of our operating result a year earlier than

expected. Similarly, we realized our free cash flow target

for the 2021–2023 period a year earlier than expected. In

addition, we finalized the divestment of our businesses in

Hungary and Turkey, enabling us to buy back EUR 300 million

worth of shares and realize our deleveraging target.

Building on this foundation, our ambition remains to be a

high-performance company that will be a leader in its chosen

markets. In October 2022, we took a pivotal step in this

direction, with the decision to combine the company’s Dutch

pension, life and non-life insurance, banking, and mortgage

origination activities with those of a.s.r. to create a leading

Dutch insurance company. I see this transaction as marking

the end of the first stage of our transformation. While the next

chapter will bring significant changes for many Aegon

colleagues, it also comes with new opportunities, and I feel

assured that all those involved can look forward to a bright

future in a strong combined business.

Investing in our markets

Meanwhile, we took further steps on our path to create leading

businesses in other markets. In the United States, we continued

to invest in building on Transamerica’s advantageous position

in pension plans offered through employers, and in individual

life insurance. For our US Individual Solutions business, this

resulted in a 20% increase in new life sales, as targeted

management actions led to strong growth in the World

Financial Group distribution channel.

We maintained our momentum in the United Kingdom,

where we continued to focus on sustaining profitable

growth in the retail and workplace channels of our platform.

Unfavorable market developments led to third-party net

outflows in our global asset manager as customers in

the Global Platforms channel freed up liquidity in a rising

interest rate environment which was not fully offset by

continued net deposits in our Strategic Partnerships.

In addition, we identified new opportunities to develop our

business in our growth markets of Brazil, China, and Spain &

Portugal, with the latter achieving sales growth of 18% in its

bancassurance channel.

Despite the clear headway made this past year, there is still

much work to be done to complete the next stages of our

transformation. Aegon’s priority across each of its markets

remains to deliver value to all stakeholders, including

the environment and society at large. This sentiment, already

embodied by our purpose and strengthened sustainability

commitments, is further evidenced by the launch of Aegon’s

Sustainability Roadmap 2025, a process led by our newly

established Global Sustainability Board. The roadmap will

help to embed sustainability more strongly and consistently

within our organization, to help Aegon become a more

sustainable business by 2025.

I am especially pleased to see our priority themes of climate

change and inclusion and diversity reflected increasingly

in our day-to-day activities. In 2022, we took the first steps

in our commitment to transitioning our general account

investment portfolio to net-zero greenhouse gas emissions

by 2050, and we are well on track to meet our 2025 target of

a 25% reduction in the carbon intensity of our corporate fixed

income and listed equity assets. In addition, we introduced

further measures to become a more inclusive and diverse

organization, including by appointing a Global Head of

Inclusion and Diversity.

Indebted to our employees

That we have made progress on so many fronts, and

performed well in such challenging circumstances, speaks

not only to the strength of our strategy, but equally to

the resilience and hard work of our people around the world.

Building a strong, future-proof organization is very much a

team effort, and with the easing of the COVID-19 pandemic,

I am very pleased to see our employees returning to our

offices, supported by our new hybrid way of working.

Thanks to these talented and dedicated colleagues, as well

as our strong balance sheet and focused strategy, I feel

confident about the future, and the opportunities that lie

ahead for our company and its stakeholders. That said,

we must never lose sight of our purpose as we navigate new

challenges in an increasingly uncertain world. I would like

to thank all our stakeholders for their continued contributions

and commitment as we continue this journey together

in 2023 and beyond.

The Hague, the Netherlands, March 15, 2023

Lard Friese

CEO of Aegon

Aegon Integrated Annual Report

2022

About Aegon

Our business environment

Aegon operates in a complex and fast-moving environment influenced

by a wide range of economic, political, financial, regulatory, social, and

environmental factors. In an increasingly volatile and uncertain landscape,

Aegon’s purpose and value proposition are paramount. We keep a close eye

on developments as they evolve in our markets, to steer our business and

create value for our stakeholders.

Steering our business

and creating value

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Macroeconomic and geopolitical context

2022 was dominated by external developments of high

relevance to Aegon and its stakeholders, including rising

inflation and interest rates, geopolitical tensions, and volatile

markets. Many of these developments are closely related.

Russia’s aggression against Ukraine, which began in February

2022, heightened geopolitical tensions in many parts

of the world, as Russia sought to offset Western sanctions

by strengthening ties with other markets. Talk of an emerging

geopolitical divide and East-West economic decoupling was

compounded by deteriorating relations between China and

Taiwan. Aegon will continue to monitor global developments

closely, particularly given our interests in China, the United

States, and various European markets (see page 346).

The invasion of Ukraine, together with COVID-related disruption

to supply chains, also proved a catalyst for the inflationary

environment, adding to cost pressures in food and energy

markets, as well as other areas of the economy. The United

States saw consumer price index (CPI) growth peak at 9.1% in

June, while the Netherlands reported year-on-year inflation of

14.5% for September. In the United Kingdom, consumer price

inflation reached a 40-year high of 11.1% in October.

Moderate, stable, and predictable inflation and interest rates

can benefit financial services companies in the longer

term, by providing opportunities for risk transformation

such as financial guarantees. However, intense short-term

inflationary pressures drive economic uncertainty and

market volatility that can hinder growth and consumers’

ability to save. Throughout 2022, central banks faced difficult

trade-offs between taming inflation and supporting growth.

Successive interest rate hikes by the US Federal Reserve

and European Central Bank throughout 2022 fueled fears

over slowing economic growth, a situation which is expected

to continue in 2023. 2022 was a disappointing year for

investors with both stocks and bonds declining in value.

According to some estimates, more than USD 30 trillion

of value was shed in a single year in public markets alone.

This estimate does not include crypto assets or other

more “exotic” asset classes, where investor losses were

even heavier.

Taking a longer-term perspective

As well as our immediate operating environment, we examine

the longer-term horizon to identify trends and developments

with the potential to significantly influence our business and

our stakeholders in the years ahead. These themes serve

as the foundation for our purpose and long-term vision, in turn

shaping our company strategy.

Demographics and longevity

Rising life expectancies and falling birth rates are challenging

traditional, state-led retirement models. At Aegon, we believe

these developments have the potential to benefit

the financial services industry and wider society in the long

term. Indeed, they provide a starting point for our purpose

Helping people live their best lives

, and our strategy and

approach to value creation.

The COVID-19 pandemic had added further uncertainty

to this evolving demographic landscape. Pandemic-related

outcomes ranging from long COVID-19 to lifestyle changes

may impact life expectancy and change morbidity among

certain customer groups. At Aegon, we are watching

these developments closely. It is, however, too early

to predict what the long-term impacts from COVID-19 on

demographics will be.

At the same time, we recognize – and seek to promote –

the longer-term drivers of human health and life expectancy

that may result from the transition to a more sustainable,

net-zero society. These include people experiencing cleaner,

healthier surroundings, for example.

Fractures in social networks and

inter-generational wealth gaps

Despite the many benefits of people living longer, there

is also evidence that longevity may exacerbate aspects

of social inequality, as wealth becomes more concentrated

within certain segments of the population, such as older

citizens. Wealth concentration may impact the ability

of lower-income groups to have access to financial

products and services that meet their needs. Equally,

wealth concentration increases the likelihood of a forced

redistribution of wealth in Western economies, for example

through taxation or monetary policies, with potentially

negative outcomes for the traditional customer base

of the financial services industry.

Notwithstanding these potential challenges, changing life

patterns can benefit our business, as people of different

ages and with more diverse backgrounds are attracted

to the support that we can provide as they navigate longer

and more flexible multi-stage life journeys. In our long-

term planning, we consider approaches to reach new

user groups; for example, by broadening our distribution

networks and continuing to provide fairly priced financial

products and advice.

Aegon Integrated Annual Report

2022

Our business environment

Technological innovation and the

competitive landscape

The digital transformation of financial services, including

digitalized customer interactions, the emergence of flexible

round-the-clock self-service, and the use of technology

to promote financial literacy and combat fraud, is continuing

to shape the industry agenda. Looking to the longer term,

despite recent setbacks, the emergence of decentralized

finance (DeFi), often facilitated by blockchain technology,

may eventually see digitalized financial products emerge

as mainstream asset classes, based on increased demand

from younger customers, in particular.

At Aegon, we are watching these developments closely and

we are investing in upgrading our customer portals and

other digital – and often mobile-first – engagement platforms,

to meet the changing needs and expectations of our

customer base. More widely, the digitalization of financial

services is disrupting the traditional service model whereby

large insurance companies or pension providers serve

the entire value chain. Over time, trends such as embedded

finance and the emergence of digital distribution-focused

fintechs and insurtechs may erode the competitive

advantage of traditional providers. Aegon may need to make

choices regarding which areas of the value chain it competes

in, as well as develop or strengthen its partnerships in non-

traditional distribution channels to retain its foothold in more

competitive market segments.

Sustainability-related developments

Despite and yet reinforced by increased energy costs,

and the resulting disruptions to energy markets, climate

change and the energy transition continued to take center

stage around the world. In the United States, the outlook for

renewables was boosted with the passing of the Inflation

Reduction Act, a USD 369 billion package of measures aimed

at reducing domestic greenhouse gas (GHG) emissions

by 40% versus 2005 levels by 2030. The energy transition

was at the center of the debate at November’s “COP27”

conference in Sharm el-Sheikh, Egypt, where participants

shared concerns that the energy crisis in Europe could

jeopardize the switch to renewable energy sources. A more

positive outcome from the conference was the agreement

made on the provision of “loss and damage” funding for

vulnerable countries affected by climate disasters

Against this backdrop, and with evidence of the rising

economic and societal cost of climate change, investors

have continued to factor sustainability considerations into

their decision-making. Bloomberg Intelligence expected

environmental, social, and governance (ESG) assets

to exceed USD 41 trillion by the end of 2022, before reaching

one-third of total global assets under management by 2030

While addressing the growing appetite for products with

ESG characteristics, asset managers are also grading

their products in response to stricter regulation regarding

the disclosure of sustainability credentials. At the same

time, changing regulation has implications for the wider

financial services industry, both in terms of the requirements

for issuers and preparers – for example, with regard

to the forthcoming Corporate Sustainability Reporting

Directive (CSRD) – as well as product- and entity-related

disclosures. In the case of the latter, key developments

include the recent introduction of the Sustainable Finance

Disclosure Regulation (SFDR) in Europe, and the proposed

rules changes by the U.S. Securities and Exchange

Commission (SEC) to enhance and standardize climate

related disclosures for investors.

Meanwhile, “anti-ESG” voices have been growing stronger,

not least in the United States. Measures to address climate

change are contributing to polarization in society. In 2022,

the treasuries of multiple US states, including Florida,

Louisiana, South Carolina, Utah, and Arkansas, announced

plans to divest funds from various asset managers and

warned that other companies may be deprived of state

contracts due to their focus on environmental topics,

allegedly to the detriment of financial returns.

Biodiversity loss and deforestation present a growing

threat to Aegon’s stakeholders and wider society. This

is intensifying the pressure on businesses to directly address

biodiversity in their strategies and activities. We are aware

of the increasing importance of this topic to our stakeholders

and this is reflected in commitments such as Aegon

the Netherlands’ Finance for Biodiversity pledge.

Another area which is increasing in significance is human

rights. Through its insurance activities and investments,

Aegon is indirectly exposed to potential human rights issues.

Increasingly, NGOs and other stakeholders are calling

on insurers and asset managers to withdraw coverage and

funding from companies failing to uphold responsible human

rights practices. It is therefore important that we monitor any

potential impact or exposure we may have in relation to this

important topic.

In 2022, the easing of COVID-19 restrictions outside China

allowed organizations to effectively return to the office.

Nevertheless, the “new normal” has brought new challenges.

A tight labor market, combined with the so-called “great

resignation,” has seen employers pay greater attention

to retaining and safeguarding the health and wellbeing

of employees. Against this backdrop, many companies are

also offering workers additional flexibility through hybrid

working and other approaches.

https://unfccc.int/documents/624444

https://www.bloomberg.com/company/press/esg-may-surpass-41-trillion-assets-in-2022-but-not-without-challenges-finds-bloomberg-

intelligence/#:~:text=London%2C%20January%2024%2C%202022%20%E2%80%93,surpassed%20%2435%20trillion%20in%202020.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

The Business Environment Scan is a key component of the company’s enterprise risk management (ERM) framework. Furthermore, the BES provides input

for the company’s wider reporting activities, as described in this Integrated Annual Report, and for the annual Own Risk and Solvency Assessment (ORSA).

For more information regarding our risk management approach, please see the dedicated risk management section on page 85 of this report and the risk factors

for Aegon N.V. on page 371.

As per the EU Non-Financial Reporting Directive (NFRD), Aegon’s BES exercise has traditionally incorporated an ESG materiality assessment, from the perspective of

financial materiality. Given the additional focus on impact materiality, as required by the CSRD, Aegon has decided to undertake a separate (double) materiality exercise.

Topics in the dark blue segment and bold are indicated as material through our initial Double Materiality Assessment. Topics in the light blue segment

are non-material in the context of this assessment. Positioning within the segments is indicative.

Embracing double materiality

At Aegon, we assess trends and developments on a regular

basis to understand how they may impact our business

and our stakeholders. We conduct a Business Environment

Scan (BES)

to identify emerging structural trends, risks,

and opportunities with the potential to impact our financial

strength and competitive position. Topics and developments

identified through the BES are also factored into the Double

Materiality Assessment (DMA), initiated by Aegon in 2022.

The DMA complements the BES by enabling us to evaluate

a range of sustainability-related topics, that have a high

impact on Aegon and/or on which Aegon can impact society

and the environment

Aegon is preparing to follow the CSRD’s approach to double

materiality, which will be further outlined in the European

Sustainability Reporting Standards (ESRS). Following

the initial introduction of a double materiality perspective

in the Non-Financial Reporting Directive (NFRD) double

materiality has since evolved into one of the cornerstones

of the new CSRD framework that will apply to Aegon N.V.

from the 2024 reporting year onward. We continue to assess

the manner in which we determine double materiality,

in particular in the context of the full implementation

of the CSRD and its related – evolving – sustainability

reporting standards.

Financial materiality (for our business)

Impact materiality (for society and environment)

Fair compensation

and benefits

New technologies

and innovation

Human rights

Responsible tax

Biodiversity

and ecosystems

Responsible

sourcing

Resources and

circular economy

Sustainable

living

Community

engagement/investment

Low

High

Collective

bargaining

Robust

reporting

Fracture in

social networks

Inter-generational

wealth gap

Access to water

Good health

and wellbeing

Solid financial

performance

Cybersecurity

and data protection

Customer

experience

Business conduct

and risk management

Talent

management

Responsible products,

treating customers fairly

Responsible

investing

Inclusion

and diversity

Climate

change

In line with the draft ESRS methodology, as set out

in the European Financial Reporting Advisory Group (EFRAG)

technical advice of November 22, 2022 containing the draft

ESRS, Aegon’s DMA uses company and stakeholder

insights provided as part of the BES exercise. These are

complemented by a broader impact assessment, which

is formed through interviews with internal and external

stakeholders as well as desk research and validated

by Aegon’s Global and Local Sustainability Boards. Through

this process, Aegon has identified 10 material topics

which have a high impact on Aegon and/or on which

Aegon can impact society and the environment, in line with

the CSRD’s approach to double materiality. We understand

that the topics and their definitions may evolve over time

and are therefore committed to reviewing them by carrying

out regular double materiality assessments. The matrix

below illustrates the relevance of these topics (which are

displayed in bold type), based on Aegon’s assessment of their

financial and impact materiality. The relevance of the topics

to Aegon and its stakeholders is discussed in detail

in the table on page 12.

Further information on Aegon’s double materiality methodology can be found as part of the basis of preparation on page 396

of the Integrated Annual Report.

Aegon Integrated Annual Report

2022

Our business environment

Aegon’s material topics

The table below discusses the topics that have a high

impact on Aegon and/or on which Aegon can impact society

and the environment. For each of the 10 material topics,

we provide a description of the main risks and opportunities

for our business under the “Financial materiality” column;

and a description of potential positive or negative impacts

on the environment and our stakeholders under the “Impact

materiality” column. This analysis provides the starting point

for our strategy and sustainability approach, as well as our

efforts to create long-term value for our stakeholders.

The table also provides references to where the topic

is discussed in further detail in this Integrated Annual Report.

The ordering of the topics in the table reflects their relevance,

as illustrated in the matrix on page 11.

Topic

Financial materiality (risks and

opportunities for our business)

Impact materiality (positive

and negative impacts on

the environment and our

stakeholders)

What Aegon is doing

Climate change

If risks are not managed, climate

change will have long-term impacts

on our business. These range from

underwriting margins in the life and

health insurance segments, to the

price of assets in our portfolio,

as well as reinsurance costs (for

example, with regard to property and

casualty (P&C) and health insurance

lines).

Aegon is also subject to increasing

expectations from stakeholders,

particularly regulators and NGOs,

regarding environmental stewardship,

as well as the related reputational

and regulatory risks. We also see

opportunities to strengthen customer

loyalty by acting as an industry

frontrunner, and to outperform

our peers through climate-driven

investment insights and choices

we offer to our customers.

The lack of concerted action

to address climate change may lead

to irreversible consequences for

the environment, humankind, and

economic activity, and the permanent

destruction of natural capital.

As the impacts of climate change

worsen, Aegon’s stakeholder groups

stand to be increasingly affected

by impacts such as extreme weather

events, natural resource depletion,

and the political and economic

instability that these events can

cause. Meanwhile, Aegon’s asset

management clients face the

potential risk of stranded assets,

should our investee companies

fail to transition to a low-carbon

economy.

Our strategy and value

creation – Sustainability,

page 16

Non-financial information

– TCFD, page 422

Inclusion and

diversity

Focusing on inclusion and diversity

offers long-term advantages for our

business, including by unlocking

opportunities in new customer

segments, such as minorities who

have been historically underserved

because of gender, race, or ethnicity.

From an employment perspective,

we can improve the quality

of our talent and decision-making.

By contrast, by failing to adequately

promote inclusion and diversity,

Aegon risks falling behind its peers

in terms of customer understanding

and talent attraction.

As a financial services company,

Aegon can also play a role in creating

a more inclusive and equitable

society, by expanding its financial

products and advice to traditionally

underserved groups. In general,

equality of opportunity promotes

societal stability, social mobility, and

therefore economic development.

By promoting inclusion and diversity

in the workplace, organizations

can generate opportunities for

traditionally under represented

members of the workforce that will

benefit society in turn.

Our strategy and value

creation – Sustainability,

page 16

Our strategy and value

creation – Employees,

page 31

All indicators are per material topic disclosed in more detail as of page 395.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Topic

Financial materiality (risks and

opportunities for our business)

Impact materiality (positive

and negative impacts on

the environment and our

stakeholders)

What Aegon is doing

Responsible

investing

Ensuring our investments have

an overall positive impact on society

and the planet is a key factor for

customer choices, which has

an impact on the company’s financial

performance. Transparency about the

ESG dimension of our investments

is key for maintaining compliance

with changing asset management

industry regulations. By taking

an active approach to responsible

investment, we seek to minimize risks

to our business while capitalizing

on customers’ growing demand for

sustainable asset classes.

With the increasing recognition

and sophistication of ESG-focused

investments, responsible investing

strategies can deliver positive

long-term returns for investors while

helping to accelerate the transition

to a net-zero world. At Aegon,

we recognize our responsibility not

only to ensure that our investments

do not have a negative impact on the

world around us but that they also

serve the interests of wider society.

However, like other investors, Aegon

cannot engage on all topics and

may face decisions around which

sustainability topics need to be

prioritized (or deprioritized).

Our strategy and value

creation – Sustainability,

page 16

Solid financial

performance

Financial performance relates

to a company’s ability to generate

economic value. Successful

businesses attract talent, distributors,

and other partners. Ensuring solid

financial performance is therefore

critical to Aegon’s broader

commercial success. At the same

time, commercial success generates

revenues that can be invested

in product development and

innovation, as well as other longer-

term drivers of growth.

Financial performance also

relates to the economic value

companies distribute in terms

of employee salaries and benefits,

payments to partners and third

party vendors, returns for investors,

and investments in communities,

among other benefits. Deterioration

in Aegon’s performance would

therefore harm these stakeholder

groups and have a negative effect

on society.

Performance in 2022,

page 38

Responsible

products, treating

customers fairly

With the shift away from traditional

state-led retirement systems,

responsible long-term saving

products can be a substantial value

driver for Aegon. The provision

of responsible products enhances

customer loyalty, which could have

an impact on the company’s financial

performance. Our business

is well-positioned to meet the

needs of underserved groups,

by broadening our distribution,

supporting financial literacy, and

providing fairly priced financial

products and services. We remain

mindful of the need to provide

transparent product information,

in line with industry regulation,

in order to avoid potential risks

around mis-selling, “greenwashing”,

and over-charging.

Socially inclusive products and

services can support a fairer and

more stable society by enabling

financial security and wellbeing for

individuals and businesses through

more accessible and affordable

financial solutions. Offering

responsible products also requires

clear communication with customers:

when information is not transparent,

individuals face barriers to using and

benefiting from financial solutions.

Sharing value with our

stakeholders – Customers,

page 28

All indicators are per material topic disclosed in more detail as of page 395.

Aegon Integrated Annual Report

2022

Our business environment

Topic

Financial materiality (risks and

opportunities for our business)

Impact materiality (positive

and negative impacts on

the environment and our

stakeholders)

What Aegon is doing

Talent management

Investment in talent attraction

and retention, training and skills

development allows Aegon to create

attractive prospects for existing

and future employees. Furthermore,

supporting people’s wellbeing,

including through structures such

as hybrid and remote working, can

help drive the engagement and

satisfaction of our employees. This,

in turn, can help reduce the cost

of turnover, improve the performance

of our employees, and the value they

deliver for our business.

Focusing on employees’ personal

development enhances their overall

wellbeing. Moreover, supportive

workplace structures can support

a positive work-life balance, and

with this, long-term physical and

mental health. Also, the training

and development of employees

by financial organizations delivers

value to the industry and wider

economy by providing a skilled and

high-earning workforce.

Sharing value with our

stakeholders – Employees,

page 31

Business

conduct and risk

management

Aegon can reduce regulatory and

reputational risks, and their resulting

commercial and financial impacts,

by paying close attention to business

conduct and risk management,

including topics such as money

laundering, bribery and corruption,

and anti-competitive behavior. With

increasing stakeholder expectations

around sustainability and varied local

compliance requirements, we seek

to ensure good governance, and

to strengthen our internal control

and risk management systems,

particularly with regard to our

material topics.

Good governance is a crucial factor

in improving corporate performance

sustainably and, therefore,

an important driver of value creation

for our all stakeholders.

In contrast, organizational

misconduct by financial services

providers can harm society

by diverting capital away from its

intended recipients. Furthermore,

disreputable behavior by industry

participants can erode the trust held

by individuals in financial institutions,

obstructing access to financial

solutions and advice.

Code of Conduct; Speak

Up policy, page 101

Risk factors, page 371

Customer

experience

Aegon’s customers are increasingly

embarking on non-linear life journeys

rather than the traditional, three-

stage path to retirement. Meeting

and exceeding these changing needs

will drive customer satisfaction, and

in turn improve customer retention

and attraction. Through product

development, we can improve

the experience of our customers

by offering a diverse selection of

(digital) engagement platforms and

channels.

By offering high-quality, targeted

solutions and efficient service, Aegon

can drive customer satisfaction while

also improving the wider health and

wellbeing of individuals. More widely,

rewarding customer experiences

can deliver a societal benefit

by encouraging individuals to engage

with financial services solutions

and improve their awareness and

understanding of financial matters.

This is particularly evident in the

case of (private) pensions and other

retirement solutions, which can

relieve reliance on state-led systems.

Sharing value with our

stakeholders – Customers,

page 28

All indicators are per material topic disclosed in more detail as of page 395.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Topic

Financial materiality (risks and

opportunities for our business)

Impact materiality (positive

and negative impacts on

the environment and our

stakeholders)

What Aegon is doing

Cybersecurity and

data protection

Cybercrime and changing data and

privacy regulation are increasingly

key considerations for Aegon

in today’s digitalized financial

landscape. This underlines the

need for strong digital stewardship.

Data breaches and cyber issues

can impact our business through

reputational damage and a loss

of customer trust, potential fines and

lawsuits, and intellectual property

theft. By contrast, by continuing

to invest in data management and

governance, Aegon can increase

regulatory compliance and benefit

from new “data-driven” business

opportunities.

Data and security breaches can have

a lasting impact on our customers,

employees, and other stakeholders,

including by compromising sensitive

information relating to individuals and

businesses. More widely, cybercrime

presents a growing societal cost,

calculated to be worth approximately

1% of global annual GDP

. The impact

on society is magnified by cyber

issues affecting public institutions,

such as hospitals. Ill-designed

or poorly maintained corporate

cybersecurity increasingly exposes

companies and their customers

to crimes conducted by government-

affiliated groups as a result

of increasing geopolitical tensions

(“collateral damage” effect).

Risk factors, page 371

Our Strategy and value

creation - Society, page 36

Good health and

wellbeing

The health and wellbeing

of Aegon’s customers and employees

in particular have a direct impact

on the business. In addition to making

efforts to safeguard the mental and

physical health of our workforce,

we keep a close eye on mortality

and morbidity trends that may

impact our financial performance.

The COVID-19 pandemic, for

example, has had implications for

Aegon’s mortality, and morbidity

experience, both negative and

positive. It is, however, too early

to predict what the long-term impacts

from COVID-19 on demographics

will be.

Ensuring a healthy and contented

workforce provides societal benefits,

in terms of providing a supportive

environment for innovation and

the delivery of services that rely

on human capital. At Aegon, we also

seek to benefit society through

solutions that help to improve health

and wellbeing, in line with our focus

on positive longevity and helping

people live long, healthy, and socially

active lives.

Sharing value with our

stakeholders – Customers/

Employees, pages 28 and 31

All indicators are per material topic disclosed in more detail as of page 395.

https://www.cobalt.io/blog/cybersecurity-statistics-2021

Aegon Integrated Annual Report

2022

Our business environment

Our strategy and value creation

At Aegon, we strive to be a financial services company that gives people the

confidence and flexibility to find their own way and contribute to a better world.

As we work to become a leader in our chosen markets, our strategy also

considers the opportunities and challenges our stakeholders are facing in

today’s evolving industry environment.

How we execute

our purpose and vision

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Guided by our purpose

Our purpose of

Helping people live their best lives

guides

how we engage and work with our customers and our wider

stakeholder base. At Aegon, we aim to maximize value for all

stakeholders by enabling them to capture the opportunities

offered 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 a purpose-

led, inclusive culture that leads to rewarding and fulfilling

career opportunities. With our 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.

We manage this alongside our ambition to have a positive

impact on the world around us through our integrated

sustainability approach, which includes our long-standing

focus on responsible investing, and our net-zero commitment.

Realizing our vision

Our vision is to be a leader in investment, protection,

and retirement solutions. At the same time, we aim

to create a resilient, future-fit business: a well-managed

and well-respected company that delivers value for all

its stakeholders, including attractive, sustainable capital

distributions to shareholders. Whereas our strategy directly

supports this vision, our focus goes beyond operational

or financial performance. We seek to achieve the financial

objectives of our direct operations and investment activities

alongside our ambition to have a positive impact on society

and the environment.

Realizing this future vision will involve building on our existing

strengths; first and foremost, our proven ability to operate

trusted brands and leading retirement platforms around

the world. Aegon has strong foundations in advanced

retirement and global asset management solutions,

protection solutions, as well as in under-penetrated growth

markets. We are well placed to benefit from favorable

structural trends and become a leader in our chosen

markets, where demographic realities and volatile financial

markets require customers to save more. In addition,

we have a growing presence in large growth markets such

as China and Brazil.

Our base of 29.5 million customers is a firm foundation

to expand and evolve our business. We have the global

reach to deliver our propositions to our customers, who will

increasingly benefit from more sophisticated and tailored

digital services and advice. Our global, integrated asset

management business is key to our continued success,

enabling us to grow our share of the overall assets under

management over time.

Leader in

investment,

protection, and

retirement

solutions

Clear strategic

focus, building on

our strengths

Value-

creating capital

allocation

Strong balance

sheet and

growing capital

distributions

Improving

operational

performance

Investment proposition

Aegon Integrated Annual Report

2022

Our strategy and value creation

Value-creating capital allocation

We are creating a more focused business portfolio to deliver

success for us and our stakeholders as we take steps to realize

our vision. A central element of this approach is the reallocation

of capital from our Financial Assets to our Strategic Assets

in our three core markets, as well as to our three growth

markets, and our global asset manager. We want to be seen as

a leader that offers contemporary propositions and outstanding,

digitally-enabled customer service.

The organization of Aegon’s core and growth markets

is explained in the box out Our portfolio.

In October 2022, Aegon and a.s.r. reached an agreement

to combine the Aegon the Netherlands business with

a.s.r.’s business to create a leading Dutch insurance

company. As part of the transaction, Aegon will receive

a cash consideration and a 29.99% strategic share

interest in the combination, with associated governance

rights. Through its stake in the company, Aegon will benefit

from a.s.r.’s improved operating capital generation and

capital synergies.

Aegon believes that the combination will result in a strong,

well-diversified Dutch insurance company that will be able

to deliver a broad range of attractive products and services,

with significant synergies and long-term benefits for

customers, business partners, employees, and shareholders.

As such, the combination represents a major step

in Aegon’s ambition to become a leader in its chosen markets.

In parallel, we continue to operate a small number

of businesses that are sub-scale or active in small or niche

markets and are managed with tight capital and a bias to exit.

Since 2020, we have been exiting various sub-scale positions

globally. These include our businesses in Central & Eastern

Europe, which have been sold to Vienna Insurance Group

AG. This transaction is being closed over several stages and

is expected to be completed in 2023 pending the required

local regulatory approvals. In 2022, Aegon decided that for

Transamerica Life (Bermuda), the best path to maximizing

value involves the internal reinsurance of the universal life

portfolio to Transamerica. This approach will ensure better

alignment and management of risk, and free up excess

capital. Transamerica Life (Bermuda) will continue to provide

capital-light products to its customers as an alternative

to interest-rate-sensitive products. In other sub-scale and

niche markets, such as India, Aegon’s businesses operate

with tight capital and a focus on expense management.

Our portfolio

Aegon has narrowed its strategic focus to three core

markets, three growth markets, and one global asset

manager.

Core markets

We have three core markets – the United States, the

Netherlands, and the United Kingdom. Within our core

markets, we distinguish between Strategic Assets and

Financial Assets.

Strategic Assets

are businesses with a greater potential for

an attractive return on capital, and where Aegon is well-

positioned for growth. In these businesses, Aegon will invest

in profitable growth by expanding its customer base and

increasing its margins. These businesses are:

•

United States: Individual Solutions (selected life

insurance products, investment products, and mutual

funds), and Workplace Solutions (middle-market

retirement plans and voluntary employee benefits);

•

The Netherlands: Workplace Solutions, mortgage

origination, and banking;

•

United Kingdom: Workplace and Retail platform business,

and protection.

Financial Assets are blocks of business that are capital-

intensive with relatively low returns on 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 are:

•

United States: Fixed and Variable Annuities with interest-

rate-sensitive riders, and stand-alone long-term care;

•

The Netherlands: term life, individual deferred annuities,

and defined benefit group pensions.

Growth markets

Aegon focuses on three attractive growth markets – China,

Brazil, and Spain & Portugal – that we will continue to access

through our successful partnerships. Together with our

partners, we will develop these businesses and capture the

growth potential they provide while leveraging our global

expertise and capabilities.

Aegon Asset Management

Aegon Asset Management is an active global investment

business with approximately EUR 293 billion in assets under

management. Leveraging our global brand and a global

operating platform, Aegon AM operates in our core and

growth markets as well as in France, 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.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Clear strategic focus,

building on our strengths

We have identified several areas of our business in our

different markets, together with corresponding actions,

that will best contribute to profitable growth and create

value for our customers, shareholders, and other

stakeholders in the years ahead.

In the United States, the largest of our core markets,

we aim to harness the current market dynamics that play

into the historical strengths and presence of Transamerica.

Our Workplace Solutions division is well positioned for

growth in terms of volume and earnings, and we will further

invest in growth with a focus on small and mid-sized

employers. The Individual Solutions division will invest

in selected individual life, accumulation, and investment

products and leverage our strong distribution capabilities

in this large market.

In the Netherlands, following the transaction with a.s.r.,

the combined group will have a leading position in the Dutch

pension market, become the market leader in disability

insurance, and the number three player in property and

casualty insurance. Furthermore, it will have enhanced

scale in the origination and servicing of Dutch mortgages.

In the United Kingdom, where we are a market leader

in workplace solutions and financial advice platforms, we aim

to sharpen our competitive edge by improving the digital

experience for customers, advisors, and employers.

We regard our global asset manager as an important

contributor to realizing our strategy, and we aim to advance

its growth. We are moving toward a global new-technology

platform to drive expenses down and make Aegon AM more

scalable and client-focused.

In Aegon’s growth markets, we will continue to expand our

businesses by making the most of the scale and untapped

potential of these regions. Our strong local partnerships

are key to this ambition. In Spain & Portugal, for instance,

we continue to grow the business via our long-standing

bancassurance partnership with Banco Santander. We will

invest further in China and Brazil, where we aim to generate

growing volumes and earnings, including by expanding

distribution.

One of Aegon’s most important resources is the deep

knowledge and expertise of its global workforce. We have

a clearly defined workforce strategy and culture, through

which we aim to preserve and develop our human and

intellectual capital. Strong leadership is at the heart of this

approach. In line with our strategy, regular talent reviews

now take place with every Aegon leader to ensure their

competencies and skillsets directly support their assignment

in their respective business unit. More widely, we are stepping

up our efforts to develop our people, hire new talent where

appropriate, and invest in execution capabilities and skills.

Intensifying the organizational rhythm in this way allows

Aegon to shift to a high-performance culture.

Our expertise and capabilities travel across our markets,

as what works for one region or customer group can also

work well in another. A key focus of our strategy is therefore

to leverage business synergies across our company and our

different markets. For example, the link between our Strategic

Assets and our global asset manager is strong. Likewise,

Aegon AM’s teams strive to deliver strong investment returns,

to support the sound and effective management of the large

back books of our Financial Assets. Clear strategies and

decisive actions will make these connections even stronger

and more powerful in the years ahead.

We implemented the concept of “accountability within

a clear framework,” which enables faster decision-making

and provides clear accountabilities. Within this model,

Aegon Group outlines strategy, allocates capital,

defines risk appetite, sets targets, and drives strategy

implementation. In addition, Aegon takes a centralized

approach to determine functional mandates, set policies

and frameworks, and provide shareholder services. Our

business units develop local strategies and operating plans

within the company’s strategic framework and ensure their

implementation.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Improving operational performance

In 2020, we began taking concrete steps to transform the

company to improve our long-term performance and ensure

we continue to create value for our customers, shareholders,

and other stakeholders. We have executed a rigorous and

granular company-wide operational improvement plan that

comprised 1,199 specific initiatives. The aim of the plan was

to improve Aegon’s operating performance by reducing

costs, expanding margins, and growing profitably. Of the

1,199 initiatives executed between the launch of the

operational improvement plan in 2020 and the end of 2022,

921 were related to expense savings.

As of year-end 2022, the operational improvement plan has

resulted in an operating result uplift of EUR 627 million,

outperforming our expectations one year earlier than

expected. Compared with the base year 2019,

Aegon recorded a benefit from expense initiatives of

EUR 366 million, or 92% of the savings targeted for 2023.

Growth initiatives contributed EUR 262 million to the

operating result. This is well above our target, and required

less additional expenses than originally envisaged. As a

result, Aegon achieved a greater net reduction in expense

savings than the company had targeted.

Given the overall success of the program, and in light of

upcoming changes to the group’s structure and reporting

due to the transaction with a.s.r., Aegon has decided to close

out the reporting on the operational improvement program.

At the same time, improving efficiency, and driving

commercial momentum remain key focus areas for Aegon

going forward.

Strong balance sheet and growing

capital distributions

We maintain a strong balance sheet to be able to focus

our time and energy on increasing our 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. The capital deployment

of the company is driven by the Cash Capital at Holding

and is supported by reliable remittances from the units.

To strengthen our balance sheet, reduce our risk profile,

and make Aegon more resilient, we have reduced our gross

financial leverage to its target range.

In 2022, Aegon finalized the transaction to divest its

Hungarian and Turkish operations, providing financial

flexibility to reduce its financial leverage through a successful

debt tender offer. In addition, we returned surplus cash capital

to our shareholders via a EUR 300 million share buyback

executed in three tranches over 2022.

Meanwhile, Aegon continued to pursue a range of actions

to strengthen its capital position and reduce the volatility

of the company’s solvency ratios. These included updating

the valuation of certain life insurance reserves in the

United States in the second quarter of 2022. This action,

which was enabled by a multi-year model enhancement

program, significantly strengthened Transamerica’s capital

position. In addition, Aegon has freed up capital by reinsuring

the universal life portfolio of Transamerica Life (Bermuda), our

Asian high-net-worth business, to Transamerica. To further

reduce its risk exposure, in 2022 Aegon successfully

completed a lump-sum buy out program for certain

variable annuity policies in Transamerica. Furthermore,

Aegon achieved its extended target of USD 450 million

rate increases for long-term care policies and will continue

to work to get pending and future actuarially justified rate

increases approved.

We continue to take actions to maximize the value of our

Financial Assets. Based on extensive analysis, we have

concluded that the best option with respect to the US variable

annuity portfolio is to continue to own and actively manage

it, at least in the near term. Engagements with third parties,

and the extensive work undertaken, provide confidence

in Aegon’s actuarial assumptions, hedging strategy, and

approach to managing the portfolio. The dynamic hedging

program, which we expanded in 2021 to include all variable

annuity guarantees, continued to perform well in difficult

markets during 2022 with a hedge effectiveness ratio of 97%.

To further reduce the volatility of the capital position for

regulatory reporting, we have decided to establish a voluntary

reserve to better align the recognition of fees on the variable

annuities base contract with when they are earned.

Aegon’s dividends are typically expected to grow in line with

sustainable free cash flows. Additional capital deployment

decisions will consider our deleveraging target, as well

as planned management actions to improve and de-risk

the company.

We remain disciplined in our management of capital, and any

surplus cash flows that are not used for value-added growth

opportunities will be returned to shareholders over time,

as demonstrated by the share buyback program executed

in 2022. Following the completion of the transaction with a.s.r.,

Aegon anticipates that it will return EUR 1.5 billion of the cash

proceeds to shareholders, barring unforeseen circumstances,

to offset the dilutive effect of the transaction on free cash

flow per share. Furthermore, the company intends to reduce

its gross financial leverage by up to EUR 700 million.

Maintaining a strong balance sheet is a prerequisite for Aegon

to achieve its vision and its sustainability ambitions. It allows

us to build leading, advantaged businesses in our core and

growth markets 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.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Sustainability

Aegon has a unique opportunity, and responsibility,

to help create a healthy, equitable world. Our approach to

sustainability is key to helping people live their best lives

and protecting the future for all of us. We believe we have

a responsibility to be part of global efforts to mitigate

the threats presented by climate change and to capture

the opportunities offered by moving to a more

sustainable and equitable world. In 2022, we continued

our efforts to integrate sustainability criteria into our

products and activities, in line with stakeholders’

expectations. This included the adoption of our

Sustainability Roadmap 2025 which will drive lasting

value creation for our company and its stakeholders.

Addressing stakeholders’ expectations

At Aegon, we engage with our stakeholders to identify

relevant sustainability issues. We consider the potential

impact of sustainability issues on our business, as well as the

societal and environmental impact we have as an organization

in relation to these issues. In 2022, Aegon initiated its first

double materiality assessment (DMA) as one of the steps

toward meeting the requirements of the Corporate

Sustainability Reporting Directive (CSRD; see also page 408).

The assessment process covered a range of sustainability

topics (see page 11) and reconfirmed climate change and

inclusion and diversity as the main areas of focus for our

sustainability agenda. These two key themes, chosen as our

priority themes in 2021, create lasting value for our

stakeholders and are areas where we can have an impact

through our investments, products, and operations while also

minimizing risk for Aegon and our stakeholders. Other

material topics, also identified during the double materiality

assessment, are included in our wider sustainability approach

(see “Our business environment” on page 8).

Sustainability priority themes

In 2022, we took significant steps toward our ambitions for

both our priority themes: climate change and inclusion and

diversity. Furthermore, we are integrating these themes into

our policies, and taking steps with our responsible investment

approach to deliver further progress. This includes engaging

with investors and collaborating with industry partners

through initiatives such as the Principles of Responsible

Investment (PRI; see page 24).

Climate change

Climate change is a topic that has increasing significance

for Aegon and its stakeholders. As a diversified financial

services business, Aegon is well positioned to support

society’s transition to a climate-resilient economy and a net-

zero world through various means. We have opportunities

to finance the energy transition and climate resilience

through our proprietary investments and responsible

investment framework. We also have a responsibility

to manage our investments to take account of climate risk.

In addition, we offer our customers products that accelerate

the path to net zero and have climate resilience built into

them. We also take steps to improve our own climate impact

by addressing our operational footprint.

Net-Zero Asset Owner Alliance commitment

In November 2021, Aegon announced its company-wide

commitment to transitioning its general account investment

portfolio to net-zero greenhouse gas (GHG) emissions

by 2050. In this context, we joined the Net-Zero Asset Owner

Alliance (NZAOA), a UN-convened group of institutional

investors committed to decarbonization. To drive progress

toward our 2050 commitment, we have set various targets,

including the reduction of the weighted average carbon

intensity (WACI) of our corporate fixed income and listed

equity general account assets by 25% by 2025. In 2022,

the weighted average carbon intensity of our own investment

portfolio’s corporate fixed income and listed equity assets

reduced by 20% compared with our 2019 baseline.

2022 climate performance

indicators

•

Weighted average carbon intensity of our corporate fixed

income and listed equity general account assets: 390

metric tons CO

e/EURm revenue

•

20% reduction in WACI against 2019

•

Operational carbon footprint

16,999 metric

tons CO

•

Reduction of operational carbon footprint against

2019: 59%

•

Green electricity purchased: 94%

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 the portfolio by 2025.

For details on the methodology used, please see our TCFD disclosure (Methodology) on page 422.

For details on the methodology used, please see footnote 12 Society: Operational footprint on page 441.

Aegon Integrated Annual Report

2022

Our strategy and value creation

This is the result of carbon considerations being further

integrated into our investment processes, so we are on track

to meet our 25% reduction target by 2025.

In line with the NZAOA Target Setting Protocol, at the end

of 2022 Aegon added new targets to its overall commitment.

These included publicly announcing our ambition to engage

with (at least) the 20 biggest GHG emitters in our investment

portfolio to encourage them to reduce their footprint. We have

also committed to investing to help mitigate climate change

or adapt to the associated impacts by 2025. For our climate

change commitments, see the Box out Aegon’s 2025 climate

change commitments on page 21.

In addition to our NZAOA commitments, Aegon has a number

of other sustainability commitments, including to the UN

Global Compact (UNGC), the UN Principles for Sustainable

Insurance (PSI), and the Principles for Responsible Investment.

A list of our commitments is available on page 414 of this

report and on our website here:

Our commitments | Aegon

Climate risk analysis

Undertaking regular climate risk analysis is a further key

element of our climate-mitigation approach.

Aegon worked with Ortec Finance for a second consecutive

year to conduct an extensive and systematic climate risk

assessment for its general and separate account assets across

all business units. The analysis investigated three plausible

climate pathways (orderly, disorderly, and failed transitions)

to explore potential future climate policies, interventions, and

consequences of society’s failure to mitigate climate change.

Modeling results continue to indicate that Aegon’s general

account portfolio remains resilient against key systemic

climate risk drivers across all modeled climate scenarios

over a 40-year horizon. This is largely attributed to the high

allocation of fixed income assets, which serves to limit

the cumulative climate-related impact on returns.

Continuing to monitor developments in climate science,

policy, technology, regulation, and consumer sentiment will

remain critical for understanding and adapting to the future.

Sustainable financial services

We are increasingly integrating sustainability into our

product development process, offering sustainable and

Environmental, Social, and Governance (ESG)-focused

alternatives and considering impact investing for the benefit

of the climate and inclusion and diversity across different

product ranges. We also promote active ownership

by engaging on topics of climate risk. For example,

we encourage the companies in which we invest on behalf

of customers to use the Task Force on Climate-related

Financial Disclosures (TCFD) guidelines for reporting.

Additional information on our responsible investment

activities, including recent product launches, is provided

in the section on responsible investment on page 24.

In 2022, we expanded our range of sustainability-focused

products. In the United Kingdom, we continued the process

of transitioning a proportion of default funds to more

sustainable strategies by incorporating new ESG-focused

funds. We have now transitioned more than GBP 15 billion

into such strategies and over 2022 the proportion of core

default assets invested in ESG funds increased from

39% to 53%. In addition, we have created ESG “hubs”

for customers, advisers, and employers. More widely,

we continued to perform our regular customer assessments

on sustainability preferences and differentiate how

we educate our clients on key sustainability topics.

We continue to offer our customers financial services

solutions that help address climate issues. As part of its

strategy, our mortgage business in the Netherlands, Aegon

Hypotheken, is taking steps toward an energy-neutral

mortgage portfolio, through which it will only finance

zero-on-the-meter homes by 2050. Its customers are able

to finance up to 106% of the value of a home, 6% of which can

be used toward sustainable improvements. They also receive

personalized information through the MyAegon app to help

make their homes more sustainable.

Working with partners

As a central component of the financial services value chain,

at Aegon we see it as our responsibility to work with our

distribution and supply chain partners to promote sustainable

practices wherever possible. As part of this approach,

we strive to work with partners who share our values and can

demonstrate accountability in terms of their environmental

stewardship and climate mitigation. 50% of Aegon’s top

25 suppliers participate voluntarily in EcoVadis, a business

sustainability ratings provider. In addition, we engage with our

leading suppliers and distribution partners on sustainability

topics ranging from climate change and Aegon’s net-zero

commitments to inclusion and diversity, and governance.

Further information on Aegon’s responsible supply

chain approach can be found in “Sharing value with our

stakeholders” on page 33.

In 2022, “Milieudefensie” (Friends of the Earth) published

a report rating the climate action plans of 29 major

Dutch companies. The report took a critical stance

on certain aspects of Aegon’s sustainability ambitions,

citing the company’s underperformance versus its peers

on its emission targets and exclusion policy, as well

as the transparency of our engagements with investee

companies. In response, Aegon engaged in a constructive

dialog with “Milieudefensie” to discuss our strategy and

approach to sustainability. We also had discussions

with a number of other NGOs and interest groups on our

sustainability strategy and roadmap.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Reducing our operational carbon footprint

While we do not operate energy- or resource-intensive

processes as part of our direct business operations, GHG

emissions are generated via the natural gas and electricity

used by our facilities. We have therefore set firm targets

to reduce the carbon footprint of our operational activities.

At the end of 2022, Aegon had achieved a 59% reduction

in our operational carbon footprint

versus the 2019 baseline,

putting us well ahead of our goal of a 25% reduction by 2025.

Our emissions also fell by 22% on a year-on-year basis

in 2022. The impact of changing work patterns is a significant

factor in reducing our facilities’ footprint. Therefore, we will

continue to monitor the impact of hybrid working on our

carbon footprint.

Inclusion and diversity

Aegon’s vision for inclusion and diversity is to build a fair

and inclusive company, where we overcome obstacles

to participation and increase our diversity. Where everyone

has a sense of belonging, everyone plays a role in fostering

inclusion, and we can all live our best life, in our workplace,

our marketplace, and our communities.

As part of our transformation journey, we adopted a company-

wide strategy on inclusion and diversity in 2022 and

our business units have signed up to our vision. We aim

to ensure our policies and actions permeate all parts

of the organization, and that our leaders, colleagues, and

other stakeholders worldwide can each make an active

contribution to building a more inclusive and diverse

organization.

Our inclusion and diversity 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 inclusion and diversity

strategy are:

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.

Starting at the top

– the members of Aegon’s senior

leadership are expected to act as role models for inclusion

and diversity, including by sharing their own inclusion

stories and championing a specific area of diversity

excellence among employees.

In 2022, we appointed a Global Head of Inclusion and

Diversity, who joins our Global HR Leadership Team and

Global Sustainability Board (GSB). Among other priorities,

the appointee is responsible for overseeing progress

on Aegon’s I&D ambitions. A specific area of attention

is maintaining a healthy gender balance at a senior

management level across Aegon’s business units.

In the Netherlands, specifically, Aegon is actively taking steps

to increase female leadership participation, in line with the

“Diversity at the Top” Act, which took effect in January 2022.

Wider progress on inclusion and diversity topics is monitored

through Aegon’s Global Employee Survey. The third quarter

edition of the survey showed positive increases for two key

metrics: 78% of employees responded favorably to a set

of questions on openness and inclusion, compared with 74%

in the third quarter of 2021, while 76% answered favorably

on the topic of diversity and equity, up from 72%.

The specific actions and initiatives Aegon took in 2022

to address inclusion and diversity are detailed in “Sharing

value with our stakeholders”, on page 28.

Transamerica’s Employee

Resource Groups have their say

Around the world, Aegon’s Employee Resource

Groups (ERG) play an important role in making sure

all employees have a say in the company’s future

direction and that their specific needs are met

during our transformation program. Our US business,

Transamerica, has 12 ERGs, the first of which,

the Women’s Impact Network, was launched in 2012.

In 2022, we provided new development opportunities

for the leaders of our ERGs. At the start of the year,

the leaders of the 12 groups gathered with their

executive sponsors for Transamerica’s first annual

ERG leader summit to present their annual plans and

discuss opportunities for cross-ERG collaborations.

Then, on August 10, the ERG leaders met with

Transamerica CEO, Will Fuller, and Aegon CEO,

Lard Friese, to discuss their groups’ respective

accomplishments, challenges, and opportunities.

This was followed by a development workshop

featuring Johns Hopkins Carey Business School

on “Managing in a Diverse and Global World” and

leaders from the 12 Transamerica ERGs.

Scope 1 and scope 2 emissions.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Responsible investment at Aegon

One of the most significant ways Aegon can have an impact

on sustainability topics is via responsible investment.

We recognize our responsibility to limit the negative

impacts of our investments on society or the environment.

We apply this ethos to our own general account investments

and use our influence to encourage similar standards

in the investment decisions made by our customers. By taking

an active approach to responsible investment, we seek

to reduce the risks to our business and explore ways to serve

the interests of our customers and society at large.

In 2022, Aegon became an asset-owner signatory

to the United Nations-convened Principles for Responsible

Investment (see below). This commitment prompted us to

review the underlying processes of our company-wide

Responsible Investment Policy. We are taking steps to refresh

the policy, by introducing engagement with asset managers,

establishing clearer reporting expectations, and delineating

our approach to sustainability topics. For topics such as ESG

integration, we take a “do no significant harm” approach

whereas this policy will drive proactive steps through

targets, engagement, and exclusions. The policy applies

to all general account investments where Aegon has full

management control.

Key responsible investment activities in 2022

In 2022, the responsible investment landscape continued

to evolve rapidly, with climate action as the primary concern

and with extensive regulatory change taking place to drive

increased transparency, monitor progress, and address

greenwashing. We continued to innovate investment

solutions through Aegon Asset Management’s active global

investment business.

Much of the focus was on managing climate-related risks

and accelerating the low-carbon transition, areas that

are increasingly becoming integral to our investment

and stewardship processes. We evolved our Short Dated

Investment Grade Bond Fund to focus on the transition to

a net-zero global economy. The fund was renamed as

the Aegon Global Short Dated Climate Transition Fund

and is classified under Article 8 of the European Union’s

Sustainable Finance Disclosure Regulation. It provides

clients with a clear targeted approach, including historical

and forward-looking analysis, to ensuring their portfolios

are aligned with the climate transition and net-zero objectives.

Our prioritization of responsible investment was further

reflected in the steady progress of important capacity

building projects during the year. For example, Aegon AM

enhanced its ESG materiality framework together with

Aegon’s Credit Research team. We also strengthened

our policies, procedures, and practices to better align

with new disclosure requirements in the European Union.

Aegon joins Aegon AM

as a signatory to the Principles

for Responsible Investment

The Principles for Responsible Investment (PRI)

is a United Nations-supported international network of

financial institutions working together to implement its six

aspirational principles. The “Principles” provide a de-facto

industry standard that encourages companies to

incorporate ESG issues into their investment practices. In

2022, Aegon became a company-wide signatory to the PRI,

joining Aegon AM. Committing to the Principles will help us

to align our responsible investment approach with market

best practice, enabling us to continue to meet the

expectations of our stakeholders.

Asset manager:

Our solutions

Aegon Asset Management has a Responsible Investment

Framework that reflects the key elements of our Responsible

Investment Policy, as well as similar policies put forward by

Aegon AM’s clients. The framework is structured as follows:

•

ESG integration

– Material ESG factors are fundamental

to our investment decision-making across all Aegon

AM portfolios. By integrating ESG considerations into

traditional financial analysis, the Aegon AM research

team arrives at an independent view of an issuer’s

fundamentals.

•

Active ownership

– Aegon actively engages with investee

companies to improve their ESG profile and address

sustainability issues. We also exercise our shareholder

voting rights to support our engagement efforts and

enhance long-term value creation for all stakeholders.

•

Solutions

– Aegon AM provides a range of responsible

investment solutions to pursue ESG objectives alongside

financial returns, based on four categories:

1) exclusion-based strategies

2) best-in-class strategies

3) sustainability-themed strategies

4) impact investments

Further information about Aegon Asset Management’s

activities can be found in the dedicated Responsible

Investment Report published by Aegon AM.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

The roadmap and governance to realize

our sustainability ambitions

Our sustainability roadmap 2025 sets out the steps we are

taking to deliver against our two priority themes of climate

change and inclusion and diversity, as well as the other

material topics identified through our materiality assessment.

Specific colleagues and teams are entrusted with ensuring

the milestones of the roadmap are met. The development

of the Sustainability Roadmap was overseen by the Global

Sustainability Board, which is also responsible for updating

the roadmap annually through to 2025 and measuring

progress against our targets. 2022 was the first full

operational year for Aegon’s company-wide GSB, which was

established in November 2021 to enhance governance and

oversight of Aegon’s sustainability approach. The Board’s core

function is to steer and strengthen the sustainability agenda

across Aegon’s country units, elevating sustainable practices

across our business operations. The GSB is currently

chaired by the Chief Executive Officer (CEO) of Transamerica,

Will Fuller.

Governance structure for sustainability at Aegon

In 2022, Aegon established a series of Local Sustainability

Boards to guide its sustainability approach in the company’s

core country units. The chairs of the respective Boards are

also members of the GSB. This governance structure drives

delivery of the roadmap and alignment on sustainability

across the business, by ensuring that sustainability-

related actions and decisions taken at a company level are

consistent with those taken across Aegon’s business units,

and vice versa.

Enhancing our sustainability reporting program

A key part of assessing the success of our roadmap will

be regular reporting against our priority themes and other

material topics. In addition, increased sustainability-related

legislation and regulation will impact Aegon’s corporate

reporting and disclosure requirements. This is particularly

the case in the European Union, which has witnessed

the accelerated development of new legislation,

including the CSRD.

In 2022, we further enhanced our Sustainability Reporting

Program, building on the process initiated the previous

year. The program aims to meet evolving regulatory

requirements, provide data for rating agencies, and support

our Sustainability Roadmap and other ESG commitments.

Responsibility for sustainability reporting was extended

beyond Aegon’s Global Corporate Sustainability Team

to include the company’s finance function, which has been

tasked with collecting non-financial data, establishing

processes and controls, and implementing robust

reporting tooling.

2022 was a transitional year as Aegon took steps to prepare

for the forthcoming CSRD requirements. We are proactively

making non-mandatory disclosures, and we carried out

an inaugural double materiality assessment, as detailed

in this Integrated Annual Report (see page 11). Aegon will

undertake a follow-up DMA exercise in 2023 and plans

to conduct new assessments biennially, thereby regularly

reviewing our list of material topics, capturing valuable

stakeholder input, and preparing the company to be

fully compliant with the CSRD requirements for the first

reporting year 2024.

Aegon Management Board

Aegon Supervisory Board

Nomination and Governance Committee

Topic-specific Sustainability

(Steering) Committees

Business units

Global Sustainability Board

Chair: CEO of Transamerica

Secretary: Head of Corporate Sustainability

Corporate Sustainability Team

Net-Zero Working Group

Global Sustainability

Reporting

Steering Committee

Aegon NL

Sustainability Board

Transamercia

Sustainability Board

Aegon AM

Sustainability Board

Aegon UK

Sustainability Board

Aegon International

Aegon ES and TLB Sustainability Board

Active Management

Working Group

PRI Working Group

Aegon Integrated Annual Report

2022

Our strategy and value creation

Value creation

Our inputs

Aegon’s business model

Manufactured

•

Our product mix and digital platforms

•

Gross premium income:

EUR 14.8 billion

•

Gross deposits: EUR 194 billion

•

Fees and commissions received:

EUR 2.9 billion

•

Investment income: EUR 7.3 billion

•

Revenue-generating investments:

EUR 747 billion

Intellectual

•

Internal processes, systems,

and controls

•

Knowledge and expertise

Human

•

Number of employees: 19,087

•

Amount spent on training and

development: EUR 10.9 million

•

Talent management

•

Number of tied agents: 2,475

Social and relationship

•

Number of customers: 29.5 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 achieve

net zero in 2050

•

Total energy used

by company: 55,256 MWh

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.

Aegon’s purpose

Helping people

live their best lives

Value creation is the balance of value created, preserved, and eroded.

Financial

•

Shareholders’ equity: EUR 11.4 billion

•

Gross financial leverage:

EUR 5.6 billion

•

Solvency II Own Funds:

EUR 16.3 billion

•

Solvency II Capital required:

EUR 7.8 billion

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Financial

•

Dividends to shareholders:

EUR 407 million

•

Interest payments to bondholders:

EUR 223 million

•

Group Solvency II ratio: 208%

•

Free cash flow: EUR 780 million

•

Operating result: EUR 1,918 million

Our outputs

Outcome for our stakeholders

Customers

Aegon seeks to support its customers – who include individuals,

as well as group and corporate clients – with a broad mix of investment,

protection, and retirement solutions, in addition to smooth and efficient

customer experiences. We measure our customers’ satisfaction levels

through benchmarked Net Promoter Scores. As part of our wider

responsibility to society, we promote financial awareness and good

health and wellbeing among financial services users. This ambition

goes hand in hand with our responsible products approach; namely,

to provide honest and transparent product information and to extend

our solutions to underserved groups such as low-income earners.

Manufactured

•

Claims, benefits, and retirement

plan withdrawals: EUR 60 billion

•

Residential mortgages originated:

EUR 8.7 billion

•

Business partners

: EUR 6.2 billion

Employees

Aegon’s workforce comprises full- and part-time employees, as well

as tied agents and contractors. In each case, we seek to maintain high

levels of employee engagement and wellbeing, and foster a supportive

and inclusive and diverse work environment. As our staffing needs

evolve, we dedicate significant attention to talent management, with

a focus on attracting and retaining highly talented employees, and

by offering extensive opportunities for training and skills development.

Employee engagement and wellbeing are assessed through regular

workforce surveys.

Intellectual

•

Our product mix and digital platforms

•

Value creating initiatives

•

Reduction in addressable expenses

compared with base year 2019

through improved efficiency:

EUR 366 million

Business partners

Aegon maintains a well-diversified, global supply chain that is made

up of distributors, joint venture partners, reinsurers, sourcing

partners, and suppliers of goods and services. To this end, we employ

responsible supply chain practices that safeguard the interests and

wellbeing of all of Aegon’s partners, and seek to cultivate positive long-

term business relationships that reflect our purpose and behaviors.

The company-wide Vendor Code of Conduct is an important tool that

enables Aegon to communicate its expectations and drive alignment

along the supply chain on important topics such as environmental

stewardship and inclusion and diversity.

Human

•

Total employee cost: EUR 2.1 billion

•

Women in senior management: 36%

•

Employee engagement score: 70%

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.

Social and relationship

•

Customer satisfaction:

benchmarked NPS®

•

Responsible investment solutions

and impact investments:

EUR 120 billion

•

Business partnerships

and reputation

•

Corporate and other paid taxes:

EUR 362 million

Society

Aegon’s products and services enable individuals to take control

of their finances and save for their own retirement, reducing their

reliance on public pension systems and increasing financial stability

in wider society. At the same time, we aim to have a positive impact

on the communities in which we operate, through tax payments,

charitable donations, and volunteer work. More widely, Aegon seeks

to support a fair, equitable, and sustainable future society by actively

addressing climate change, inclusion and diversity, and other

prominent environmental and societal concerns. Practical examples

of this include Aegon’s net-zero commitment and responsible

investment approach.

Natural

•

Weighted average carbon intensity

relating to our general account

investment portfolio: 390 metric tons

e/EURm revenue for corporate

fixed income + listed equity

•

Operational carbon footprint:

16,999 metric tons CO

Business partners consists of commissions paid to brokers and other intermediaries, premiums paid to reinsurers, and total spend on goods and services.

Aegon Integrated Annual Report

2022

Our strategy and value creation

At Aegon, our focus is on creating long-term value for

a broad range of stakeholders, including our customers,

employees, business partners, investors, and society at

large. As underpinned by our purpose, strategy, and

sustainability approach, we see our business as

inherently beneficial to society and people’s lives.

We believe the value we create as an organization is

widely shared. However, we also recognize that certain

decisions and actions can also erode value by having

a negative effect on our stakeholders or on the

environment. The active identification and management

of potentially negative consequences is, therefore,

an integral part of our decision-making.

Addressing climate change and inclusion and diversity

have been identified by our stakeholders as strategic

sustainability priorities for our business in the coming years.

Given the complex ecosystem in which we operate, there

are a number of additional sustainability-related topics that

are material to our business and may influence our ability

to create value for our stakeholders

In the following pages of the report, we describe the impact

of many of the material topics on our main stakeholder

groups, as well as the actions and decisions we took in 2022

to create and preserve value for each group.

Aegon employs a coordinated approach to address

each material topic. For topics that primarily affect

specific stakeholder groups, we describe our approach

in the relevant section of this part of the report (for example,

see “Customers” on page 28 for details of our approach

to Responsible products).

Sharing value

with our stakeholders

Customers

As Aegon customers embark on longer and more

complex life journeys, we are developing new customer

propositions, tools, and solutions to meet their changing

needs and expectations. This includes enhancing

interactions with all customers, whether intermediaries

or end users, through a broad selection of engagement

channels and platforms. As well as engaging with our

existing customers, we are expanding our reach to

underserved individuals and communities, while working

to improve financial literacy, education, and awareness

in all parts of society.

Enhancing the customer experience

In 2022, we took further steps to meet the changing needs

of our growing customer base, with a view to improving

customer satisfaction and maximizing attraction and

retention. In addition to our focus on product development,

we also looked at ways to further enhance the customer

experience with an increased selection of (digital)

engagement platforms and channels.

In the United States, our Transamerica business operates

a Premier Services Group team to provide individual

case management support for the most loyal and top-

producing agents of the World Financial Group (WFG)

distribution channel. This team enables agents to handle

customer requests more directly and quickly with the help

of a dedicated service employee, thereby enhancing

the agent’s and the customer’s experience with Transamerica.

Furthermore, Transamerica significantly reduced the average

wait times and call transfers in its call centers by working

closely with an external partner. Transamerica also added

new products to the iGO e-App®, a digital application making

it quicker and easier for agents to apply for life insurance.

In the United Kingdom, we also continued to digitalize

our customer-facing processes with the launch of a new

dashboard to help advisers onboard new clients. The online

solution allows advisers to receive and store servicing

documents, submit and track applications, and provide

a policy start date.

Aegon’s material topics are outlined in full in “Our business environment” on page 8.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

What does financial wellbeing look

like to you?

With people living longer, it is time to rethink the traditional

industry concept of financial security.In the United Kingdom,

Aegon is building on its previous work with the Initiative for

Financial Wellbeing and Edinburgh University, by advancing

research on the topic of financial wellbeing.

Our conclusion is that being financially well is about more

than just money; to live their best life, people also need to

take steps to improve their financial mindset.For example,

the research shows that the more clearly someone can

visualize their future financial status, the more likely they are

to achieve the kind of retirement they want. We have

therefore identified 10 different building blocks that

contribute to an individual’s financial wellbeing:

•

Money building blocks: income, long-term savings,

a strong safety net, debt, assets

•

Mindset building blocks: happiness, future self, written

plans, social comparisons, long-term perspective

A series of customer-focused applications are being

designed around these concepts. In 2022, we began

developing the second iteration of the Future Self Tool,

which helps future retirees envisage what life will look like

after retirement. Aegon UK also updated its website with

articles, podcasts, and other informative content on the

subject of financial wellbeing.

Elsewhere, our Brazil-based joint venture MAG Seguros

introduced a new platform for managing complaints via

Reclame Aqui, the country’s most visited complaints and

reputation site. Meanwhile, our Spain & Portugal business

unit took further steps to improve the customer journey

by redesigning the purchasing process for insurance

products to be more personalized and user-friendly.

Aegon’s health insurance customers in the region have also

received new features, including a telemedicine service that

allows policyholders to speak to a doctor from the comfort

of their own home.

We measure customer satisfaction in our core markets

in terms of benchmarked Net Promoter Scores

(SM)

(NPS®),

which are obtained by surveying customers about their

experiences. We aim for scores that are in line with, or above,

the average of our industry peers. Aegon’s quality control

process for NPS®, including the approach and methodology,

is centrally ensured, while individual business units are

responsible for commissioning field studies, monitoring and

communicating results, as well as guiding and monitoring

follow-up actions or improvement programs.

In 2022, Aegon’s businesses in its core markets saw mixed

NPS outcomes. Our US business, Transamerica, performed

in line with the market average, while Aegon UK and Aegon

the Netherlands were below the market average.

Despite increasing market-wide customer concerns

in the United States, as shown by the decrease in market

NPS®, Transamerica still performed in line with the market

average for both life and retirement. In the United Kingdom,

the NPS® outcome was in line with expectations, given

service challenges during the year and customer concerns

relating to financial market unrest throughout 2022.

The NPS® improvement realized by Aegon the Netherlands

in recent years is slowing. Despite an improved customer

service experience during the past few years, there is still

a lack of emotional connection with the customer, which

is even more relevant in these times of economic uncertainty.

For further details of Aegon’s NPS® outcomes, please see

page 429 of this Integrated Annual Report.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Reaching more customers through

responsible products

At Aegon, our purpose of

Helping people live their best

lives

extends to the many, not the few. We aim to help all

customers enjoy a long, healthy, fulfilling life, including

individuals such as low-income earners, who have

traditionally been underserved by the financial services

industry. Around the world, we have dedicated policies

in place to protect vulnerable customers. These go hand

in hand with our strict processes for product development

and lifecycle management, to ensure that the products

we design meet the specific needs of our customers.

We also focus on distribution. Through our partnership

with World Financial Group, we serve customers in the US

market who include first- or second-generation immigrants

who may require financial advice in their native language.

At the same time, we recognize we can do more to be more

inclusive in our product offering, and provide a broader

range of responsible investment and protection solutions.

As part of our Sustainability Roadmap 2025, we will conduct

further research to determine how we can better serve our

customers with responsible solutions and translate our

findings into new or existing propositions.

The events of 2022 further underlined the importance of our

responsible products approach, as high inflation and the rising

cost of living began to have an impact on consumers in our

core and growth markets. At the start of the year, WinSocial,

our Brazilian insurtech platform, presented its expanded

portfolio of life micro-insurance products aimed at customers

typically penalized or excluded by the insurance market due

to pre-existing health conditions. As well as diabetes patients,

the new portfolio also covers people with HIV, hypertension,

and obesity, as well as those with a history of breast, prostate,

and non-melanoma skin cancer.

In the Netherlands, we continued to offer a “bespoke service”

for customers experiencing difficulties paying their mortgage,

which aims to help people identify the root cause of their

financial issues. Aegon the Netherlands also continued to offer

flexibility to mortgage customers experiencing challenging

life circumstances, such as divorce, gaps in their state

pension, or the death of a loved one. Meanwhile, we increased

the accessibility of our Dutch digital banking platform, Knab,

by extending our investing service to include self-employed

individuals and by introducing a “workation” insurance product

for entrepreneurs looking to take time out from their careers.

The success of Aegon’s responsible products approach

is measured by the company’s ability to provide transparent

product information in line with industry regulation.

The sustainability performance indicator we use in relation

to this material topic is the number of significant fines

we receive in relation to the mis-selling of products. In 2022,

no significant fines were imposed on Aegon.

Promoting financial awareness, and health

and wellbeing

Communication is an important driver of quality customer

relationships at Aegon. Furthermore, providing clear and

transparent information directly supports our approach

to responsible products, by making it easier for people

everywhere to engage with products and services that

can support their financial health, together with their

wider wellbeing.

At the end of 2022, the US Congress passed two important

pieces of legislation intended to enhance financial awareness

and encourage retirement savings. The first, the SECURE

2.0 Act, is a broadly supported package of retirement-related

reforms primarily aimed at encouraging small business

owners to offer qualified retirement plans to their employees

either through pooled plan arrangements or individual plans.

Transamerica is a leading record keeper of pooled plan

solutions and is optimistic that this legislation will result

in more people saving for their financial futures.

The second, the Registered Index Linked Annuity Act (RILA),

requires the Securities and Exchange Commission to finalize

a RILA-specific registration statement that should allow

issuers like Transamerica to register new products and

changes to existing products more quickly and provide

consumers with more tailored product disclosures.

In the Netherlands, the new style defined contribution

pension provider, Aegon Cappital, organized webinars to help

pension plan participants get to know the business and

better understand the workings of Aegon’s pension schemes.

Furthermore, our Transamerica Employee Benefits business

launched an email-based wellness campaign to help

intermediary customers, including brokers and employers,

engage with company employees on relevant issues. Topics

included strategies for people to improve their financial

wellbeing and overall health, as well as advice regarding

health screenings and wellness benefit riders, and filing

health insurance claims.

A further focus during the year was on helping existing

and prospective Aegon customers to develop their general

financial literacy and their understanding of issues with

the potential to impact their long-term financial security.

In 2021, Aegon acquired Pension Geeks, a UK-based

educational platform aimed at fostering engagement with

financial topics. 2022 saw the launch of Pension Geeks TV

and a new financial education platform. Pension Geeks also

facilitates Pension Awareness Week, an industry-wide event

aimed at promoting the importance of pensions and investing.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Our Best Life behaviors

We tune in

•

We serve a diverse, ever-changing world and work

tirelessly to stay relevant

•

We are curious and never stop learning from

our customers, each other, and the wider world

•

We ensure all people around us feel seen, heard,

and valued

We step up

•

We are a company of ambitious, positive problem-solvers

who get things done

•

We excel by committing, following through, and finishing

what we start

•

We are a team, not a group of individuals. Collaboration

is our life force

We are a force for good

•

It is our duty to leave things better than we find them

•

We speak up, ask for help, and think before we act

•

We prove our integrity daily, through our words

and actions

Employees

Aegon’s success depends on maintaining a skilled,

motivated, and purpose-led workforce. Our employees

are the starting point for how we add value to our

stakeholders and realize our purpose. In an evolving

operating landscape, our focus is on helping our people

develop themselves and adapt to the changing world

around us. At the same time, we are working to build

an inclusive and diverse workplace culture in which

people can be their true selves, and that reflects the

diversity of the communities we serve.

Engaging our global (hybrid) workforce

Maintaining an engaged and aligned workforce remained

a top priority in 2022, as our organization continues

to change shape due to our transformation program,

as well as the ongoing transition to hybrid working. Over

2022, our employee engagement increased by two points

to 70%. This is driven by significant improvements in areas

previously identified as drivers for engagement, one of which

is leadership. Employees increasingly experience that leaders

have a vision for the company and see leaders role-modeling

the vision. As a result the outcome for “Leadership” increased

by four points against the previous year to 61%.

The introduction of our new purpose greatly contributed

to providing employees with vision and perspective.

At the start of the year, we introduced the new purpose

to all employees via a company-wide virtual launch event.

Our next step was to help our teams and country units

around the world embed the purpose, along with our

accompanying Best Life behaviors (see the box out Our Best

Life behaviors on page 31), in their respective work practices

and programs. As part of our Perform and Develop cycle,

employees set self-development goals that require them

to address a specific behavior and reflect on their progress

at the end of the year. The identified behaviors also provide

the foundation for our renewed recognition program, with

colleagues encouraged to recognize peers who embody

the behaviors in their day-to-day activities.

In our regular employee surveys, we also track how our

culture is developing. In the third-quarter 2022 edition

of the survey - only nine months after the launch - 71%

of Aegon employees agreed that they know what the new

purpose and behaviors are.

In 2022, the easing of the COVID-19 pandemic throughout

much of the world enabled Aegon to reopen many of its

locations. We have embraced hybrid working as we believe

it helps our people to have a full professional life. A healthy

balance between working in and out of the office helps us to

stay tuned in and perform at our best. To help people adjust

back to a life that also includes the office, we strengthened

our hybrid working model, which now offers people specific

guidance and advice according to their role.

Recent survey results show that 90% of Aegon employees

feel they are working productively as part of the new

hybrid way of working. Also important is that within the new

way of working, the sense of wellbeing is improving. With

an increase of five points over the year, employees are

increasingly feeling that their stress levels are manageable.

Given that there remains a discrepancy between

the percentage of people who have positive experiences

working remotely (93%) versus working in the office (67%),

we continue to explore ways to make the office an engaging

and impactful place to be.

To that end, employees are encouraged to use their time

in the office in ways that directly support business objectives.

Aegon’s leaders are also asked to be a visible and accessible

presence in the office wherever possible. In all locations and

offices, a wide variety of events and opportunities are created

to maintain and strengthen connections and collaboration.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Toward the end of 2022, the announcement that Aegon will

combine its Dutch businesses with a.s.r. was particularly

felt by employees in the Netherlands, Asset Management,

and Corporate Center. Given time to absorb these changes,

the power of the combination is widely recognized

by employees. For individuals, the changes inevitably

lead to uncertainty which is why there is a strong focus

on communications and a commitment to bring clarity where

and when we can. At the same time, disentangling the Dutch

businesses and managing the transition to a.s.r. creates

unique professional opportunities for people at all levels.

A focus on talent management

Across Aegon, a further priority remained equipping

people with the necessary capabilities and leadership

skills to support Aegon’s transformation journey and meet

the changing needs of the business. A focus on people

development is also key to employee engagement.

Employees increasingly see career development

opportunities for themselves at Aegon, reflected in a 5 points

increase in 2022. In spite of the increase, we still score below

benchmark and we will continue our focus in 2023. During

2022, senior leaders took part in the Best Life Leadership

program, which aims to provide leaders with the inspiration,

challenge, and support they need to steer the organization

and its people in living Aegon’s purpose and behaviors.

In the United Kingdom, we introduced a new program to help

colleagues with the ambition of becoming a people manager.

So far, of 97 participants of the Aspiring Managers Program,

34% have stepped into a managerial role since participating

in the program.

We also completed our employee-focused capability-

building program, Ability2Execute, which aims to help people

develop essential implementation capabilities and skills.

Worldwide, one-third of all Aegon employees have taken part

in the program, which provides people with virtual learning

sessions on a wide range of professional development topics,

including effective prioritization, structured communications,

and change management.

In an increasingly challenging labor market, the need

to attract, retain, and develop high-quality talents has

become all the more important in 2022. In the United States,

Transamerica expanded its university relations and internship

programs. The number of interns taking part in these

programs grew from 115 in 2021 to 160, while the proportion

of participants taking up positions with Aegon on completing

their internship doubled from 15% in 2021 to 30% in 2022.

We also sponsored the introduction of new technical

programs at local universities, to help drive the awareness

of our brand on campus.

Building an inclusive and diverse organization

At Aegon, we are working to build an inclusive and diverse

culture that encompasses all aspects of the employee

experience, starting with talent attraction. In recent years,

specific attention has been directed toward addressing

the gender imbalances that persist in financial services.

In 2022, Aegon’s country units continued to refine their

hiring practices with a focus on inclusive recruitment,

through gender-balanced candidate slates and interview

panels. Furthermore, Aegon Asset Management continued

to develop its partnerships with early careers programs, such

as Girls are Investors and Investment 20/20, with a focus

on creating a more inclusive investment industry. Aegon

AM also took part in the launch of the Future Female Fund

Managers Programme, a UK-led initiative to address female

under-representation in fund management.

During the year, Aegon UK also set a long-term gender-

diversity target to achieve a 50:50 gender split at all levels

of the business, and helped to launch the Accelerating

Change Together (ACT) research program organized

by Women in Banking and Finance (WIBF). For year one

of ACT, the focal point was the “Missing Middle,” a research

program exploring the lack of a strong female talent pipeline

into senior financial services roles. Subsequent findings

have led to the development of the GOOD FINANCE

Framework to help companies create a more supportive

work environment for their employees. Aegon UK is currently

implementing several of the Framework’s recommendations,

including encouraging flexible and autonomous working

styles and helping managers to develop an empathetic and

inclusive leadership style.

Mentoring at Aegon AM

At Aegon, we believe that mentoring plays a key role in

building an inclusive culture. Experience shows us that

when employees experience mentorship from peers,

they are more likely to feel included at work regardless

of formal inclusion systems in place.

In early 2022, Aegon Asset Management launched Aegon’s

first digital mentoring platform as a pilot for colleagues

globally. The platform is open to all Aegon AM employees,

who can join as a mentor or mentee, or both, with some 300

employees taking part within the first six months of launch.

It has helped colleagues identify strengths and areas for

development, lead change, and cope with difficult situations,

and helped to prepare aspiring leaders of the business.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Indeed, people development plays a central role in shaping a

more inclusive culture at Aegon. In 2022, Aegon AM extended

its Inclusive Leadership training program, with 150 senior

leaders from across the business taking part in specialized

development, while education on inclusion and diversity was

made mandatory for all existing employees as well as new

joiners. The company also launched a program to educate

people on the differences between national cultures, to

enhance collaboration between international colleagues.

Transamerica invested in developing employee resource

groups (ERGs; see Sustainability, page 23), in keeping with

the approach taken in Aegon’s other core markets.

More generally, as our workforce and communities become

more diverse, at Aegon we are taking steps to create a more

inclusive and supportive environment for our employees.

In 2022, Aegon the Netherlands expanded its employee

leave policies. All employees in the Netherlands are

now entitled to the various types of care leave set forth

in the Dutch “Work and Care Act” (WAZO). Furthermore,

they are allowed to exchange up to two Dutch national

holidays per year for holidays befitting their specific religious

or cultural background, such as Eid al-Fitr, Chinese New Year,

or Passover. During the year, Aegon AM also introduced

gender-neutral parental leave for its UK-based employees.

In the United States, we underlined our commitment

to fostering racial equality in our local communities

by donating to relevant causes via the Transamerica

Foundation, as well as by making a public statement

in support of racial equity. Transamerica also scored

a perfect 100 on the Corporate Equality Index (CEI) rating,

earning a “Best Place to Work for LGBTQ Equality” designation

for the sixth year in a row.

New legislation came into force in the Netherlands in 2022

aiming to improve the gender diversity on corporate boards

of listed and large companies. The Act on Gender Diversity

at the Top requires Aegon the Netherlands to set ambitious

targets for gender diversity, create a plan to achieve those

targets and report on progress. Please refer to page 412

for further details on what the Act entails and how we are

complying with it.

Partners and suppliers

At Aegon, we seek to maintain a diverse global network

of like-minded partners and suppliers who align with our

purpose and values. These partnerships support our

ambition to operate a successful and responsible

business and create long-term value for all our

stakeholders. In 2022, we continued to follow best-

practice ESG criteria and requirements as part of our

supplier selection and development activities, as well as

our ordering processes. With this approach, we aim to

improve the impact of our supply chains on society and

the environment, while also delivering commercial and

reputational benefits for the companies we work with.

Building a responsible supply chain

Building a responsible and transparent supply chain is central

to our sustainability ambitions and is a key element

of our Sustainability Roadmap 2025 (see “Sustainability”,

page 22). As a diversified global business, Aegon seeks

to drive company-wide alignment in this area, with tools

such as the Vendor Code of Conduct. Our progress

on this important topic is measured through sustainability

performance indicators that have been jointly defined

by Aegon’s Procurement and Finance teams.

In 2022, the Procurement team expanded its EcoVadis

program. With the support of this leading sustainability

ratings platform, the program seeks to contribute

to the Sustainability Roadmap 2025 by increasing

transparency surrounding the sustainability performance

of Aegon’s strategic supplier base. By the end of 2022,

the EcoVadis program covered 72% of our procurement

expenditure involving the 250 largest vendors to our

organization, up from 59% in 2021, while the total vendor

expenditure coverage increased from 51% to 64%. Further

indicators regarding the program can be found on page 435

of this Integrated Annual Report.

During the year, Aegon also undertook the tendering process

for the mandatory rotation of its auditor, a thorough process

involving all business units. The outcome is that Ernst &

Young Accountants LLP (EY) will be appointed as Aegon’s new

auditor, effective January 1, 2024, pending approval

at the 2023 Annual General Meeting of Shareholders.

The tender’s selection criteria emphasized the composition

of the proposed supplier teams, supporting our ambition

to help increase the diversity of our supply chains. During

the process, the bidding audit firms changed the composition

of their teams to meet our inclusion and diversity

requirements.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Third-party risk management

at Aegon the Netherlands

Aegon remains accountable for ensuring business continuity

and reliable service for its customers, even when outsourcing

critical activities. At the end of 2021, Aegon the Netherlands

initiated a program to further improve its third-party risk

management capabilities, with a view to increasing role

clarity when selecting third parties, and monitoring and

exiting supplier relationships. The program ensures that

multiple disciplines, including Business Owners, Procurement

& Vendor Management, Information Security, Privacy Office,

and Risk and Compliance, all contribute to assessing and

anticipating the inherent risks to our supply chain.

To ensure business continuity for its customers, Aegon must

be prepared to manage a range of potential scenarios, from

cyberthreats, to third parties experiencing a default situation.

New regulation, such as the European Union’s impending

Digital Operational Resilience Act (DORA), highlights

the importance of further maturing our approach to third-

party risk management and due diligence, and embedding

this more firmly in our procurement processes.

Working with responsible vendors

in the United Kingdom

In the United Kingdom, Aegon has committed to various

initiatives to support responsible procurement and supply

chain stewardship. We work closely with our partners to

promote high standards of business conduct, as reflected in

our Vendor Code of Conduct. Aegon’s Tier 1 suppliers must

provide evidence that they meet these standards on an

annual basis and are encouraged to register for assessment

by EcoVadis, the leading sustainability ratings platform, or

with an assessment body of their choice. Aegon UK is also

a member of Social Enterprise UK, a membership body that

helps businesses include social enterprises in their supply

chains. In 2022, expenditure on social enterprises as part of

our UK procurement activities met our target of GBP 100,000.

In 2021, Aegon UK was formally recognized as a Living

Wage Employer. The business has since been working with

its on-site suppliers in the United Kingdom to make positive

changes to their remuneration structures as part of their

internal pay review cycles. The proposed increase is intended

to reflect the rise in the real living wage, as announced

by the UK government in September 2022.

In 2022, Aegon UK identified 46 existing suppliers that it aims

to collaborate with on matters related to sustainability.

50% of the potential suppliers are already undertaking

sustainability assessments via EcoVadis or an equivalent

provider, and 57% have made public commitments

to reach net zero. Aegon UK will spend time working with

each company to understand their potential contribution

to the company’s scope 3 emissions and to agree on plans

to reduce those contributions in future years.

Promoting supplier diversity at Transamerica

Through its Supplier Diversity Program, Transamerica actively

seeks out certified diverse suppliers that can provide

competitive, high-quality goods and services. In 2022,

we undertook a concentrated effort to further expand our

portfolio of registered diverse suppliers in the United States

and maintain year-on-year growth in terms of the proportion

of our addressable spend invested with diverse suppliers.

During the year, Transamerica also explored other strategies

to reduce the environmental impact of its procurement

activities. These included reducing the print, paper, and

carbon emissions associated with mailing correspondence

to clients and prospects, as well as working with third-party

suppliers to digitize information for policyholders and agents

through online self-service portals. In 2022, Transamerica

eliminated the need for over three million envelopes

by combining mailings into a single envelope, saving

USD 1.4 million in expenses.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Investors

In 2022, Aegon made further progress in delivering

on its strategic and financial commitments, despite

an uncertain economic landscape and volatile financial

markets. Against this challenging backdrop, we

performed well, a testament to the strength of

our strategy.

Solid financial performance

Building on the progress made on its transformation

program, Aegon increased its expectations for cumulative

free cash flow over the 2021–2023 period from between

EUR 1.4 and 1.6 billion to at least EUR 2.2 billion. Our units

also delivered operating capital generation of EUR 1.5 billion,

significantly above the EUR 1.2 billion guidance for 2022

provided at the start of the year. This allows us to target

a dividend of around 30 eurocents per common share over

2023, barring unforeseen circumstances. We increased

the dividend target from 25 eurocents per common share

previously. This also reflects the anticipated benefits from

the transaction with a.s.r., including the expectation that

the transaction will be accretive to free cash flows per

share once the announced deleveraging and capital return

to shareholders is completed.

In 2022, Aegon increased its interim dividend by 3 eurocents

to 11 eurocents per common share and will propose

to increase the final dividend by 3 eurocents to 12 eurocents

per common share at the 2023 Annual General Meeting

of Shareholders. In addition, we executed a share buyback

program of EUR 300 million in three tranches between

the second and fourth quarter of 2022. In total, Aegon

delivered EUR 713 million in the form of dividends and

share buybacks to shareholders in 2022.

At the end of 2022, Aegon had a gross financial leverage

position of EUR 5.6 billion. This delivered EUR

223

million

value in the form of interest payments to bondholders.

Value derived from share performance

Aegon’s share price rose by 7% in 2022. This resulted

in the company outperforming the wider European

insurance industry, with the STOXX Europe 600 Insurance

Index ending the year down by 2%. We believe the relative

overperformance was supported by the appreciation

of the US dollar, progress made on our operational

improvement plan, and management actions to improve

our risk profile. Our total shareholder return for the year

amounted to a gain of 12%. This measure considers

the payment of dividends as well as share-price performance.

Safeguarding long-term value

We are taking steps to further strengthen our balance sheet.

This allows for attractive and sustainable capital deployment

decisions, which generate value for our investors over

the longer term. With the debt tender offer executed in 2022,

Aegon reduced its financial leverage by EUR 429 million

during the year. This enabled us to achieve our gross financial

leverage target of between EUR 5.0 billion and EUR 5.5 billion,

accounting for the fact that this target was set at an EUR/USD

exchange rate of 1.20.

Capital deployment decisions are driven by Cash Capital

at Holding, taking into account our gross financial

leverage target range 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, the latter resulting from paying interest

to bondholders, for example. At Aegon, we seek to distribute

free cash flow to shareholders over time, unless we invest

it in value-creating opportunities. We expect to pay dividends

to shareholders in line with growth in sustainable free cash

flow, barring unforeseen circumstances.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Society

As an investment provider and responsible business,

Aegon can play a central role in addressing a range

of social and environmental issues. Increasingly,

we see opportunities to use our influence to help

create a healthier, more equitable, and more inclusive

world. We seek to add value through our community

investments and volunteering efforts, as well as

by helping individuals and communities take steps

toward a cleaner, healthier planet.

Working with society to tackle climate change

At Aegon, we aim to use our influence at the center

of the financial services value chain to effect positive

change and address key societal issues that are affecting

our stakeholders. Increasingly, our focus is on tackling

the growing impact of climate change on the environment

and society.

In tandem with company-wide efforts to tackle climate

change, including through its investment activities

(see “Sustainability,” page 21), Aegon also works closely

with customers, partners, and communities at a local level

to support the transition to a more sustainable and climate-

resilient society. In March, Aegon Asset Management

co-launched a new USD 600 million decarbonization

venture in the United States. The partnership will see

Aegon and its joint venture partners, private equity firm

Taurus Investment Holdings, acquire value-add multifamily

properties. The homes will then be converted into low-carbon,

energy-efficient buildings by deploying modern clean-energy

technologies such as community solar installations.

In October, Aegon and Taurus closed their second and third

multifamily investments under the new venture, in the Tampa

and Orlando submarkets. Elsewhere in the United States,

Transamerica and Aegon Asset Management became

the primary investors and anchor tenants in a new community

solar garden in Iowa (see box out Helping to bring clean

energy to the community in Cedar Rapids).

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 tax 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. In 2021, we also began

publishing a Global Tax Report to provide a comprehensive

overview of our approach to tax and our tax contributions

on a country-by-country basis. Aegon adheres to the

VNO-NCW Tax Governance Code, as published on

https://www.vno-ncw.nl/taxgovernancecode; for further

details, please refer to Aegon’s Global Tax Report.

Investing in our communities

As in previous years, in 2022 Aegon’s business units

supported local causes that align with the company’s

purpose and ambitions. Our community investment

initiatives are aimed at serving and strengthening our local

communities on the one hand, while also enabling our

employees to engage with their communities and promote

our purpose and sustainability approach.

In 2022, Aegon supported 493 charities and good causes.

Our donations amounted to EUR 10.6 million, a 13%

increase compared with 2021. 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 16,911

volunteer hours in 2022 (equivalent to EUR 1.2 million,

based on volunteers’ average salaries).

Recent challenges such as the war in Ukraine and the rising

cost of living have made our charitable contributions

more important than ever. In February 2022, Aegon made

a company-wide donation of EUR 1 million to the Red Cross

to support the humanitarian effort for Ukraine and its citizens.

Helping to bring clean energy to the

community in Cedar Rapids

In July 2022, US-based energy company, Alliant Energy,

welcomed Transamerica and Aegon Asset Management as

anchor tenants in a new 4.5-megawatt solar garden being

constructed close to Transamerica’s offices in Cedar Rapids,

Iowa. Transamerica and Aegon Asset Management have

committed to purchasing 60% of the garden’s solar blocks.

The solar garden will not only supply clean energy to the

Transamerica facilities, but also to homes in Cedar Rapids

and local non-profit organizations. One of the main

beneficiaries will be Cedar Valley Habitat for Humanity, a

non-profit housing ministry dedicated to providing affordable

homes for local families. Alliant Energy will donate solar

blocks to the charity, and expects to issue up to

USD 600,000 in energy bill credits to Habitat for Humanity’s

participating residents over the garden’s 20-year lifespan.

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Cybersecurity and data protection

Cybersecurity and data protection is a material topic

that has potential ramifications for all Aegon stakeholders.

This includes wider society: given our central role

in the financial ecosystem, incidents such as cyberattacks

and data breaches can lead to far-reaching impacts that

extend beyond our direct customers and partners.

Aegon’s coordinated security governance approach

is designed to prevent cyber issues and minimize the impact

of any potential disruption for all parties. It includes

standardized procedures to remediate data breaches and

minimize the influence of future privacy-related incidents.

The core elements of our governance approach for

cybersecurity include:

•

Global Chief Information Security Officer (CISO)

responsible for the execution and oversight of Aegon’s

company-wide security strategy and day-to-day security

operations.

•

Information security officers responsible for execution

and oversight in all relevant business units.

•

Dedicated information security teams in business units

responsible for the execution of security functions in

alignment with global and local regulations.

•

Global Information Security Advisory Counsel (GISAC)

to support 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.

In 2022, Aegon introduced a set of new information security

metrics to measure the outcomes of its security initiatives,

as well as the effectiveness of the existing security controls.

One of our key metrics for cybersecurity is the proportion

of employees completing annual training on information

security. In 2022, 95% of Aegon employees completed

this training.

To secure and monitor data privacy compliance, 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. Each breach

is carefully assessed and remediation is applied as close

to the event as possible. Following a breach, a root cause

assessment is executed, so that Aegon can learn from

the event and implement sustainable improvements to limit

potential recurrence.

The core elements of our governance approach for data

privacy include:

•

Group Chief Privacy Officer, responsible for privacy

compliance strategy and privacy oversight.

•

Data Protection Officers in individual business units,

responsible for executing the statutory tasks of the Data

Privacy Office (DPO) function.

•

Operational privacy teams in relevant business units, to

execute privacy advisory, control testing, and attestations.

•

Privacy Executives, accountable for privacy compliance at

a business unit level. Privacy Executives are often part of

the Executive Board or relevant management committees.

One of our key metrics for data protection is the proportion

of employees completing specific training on personal data

security. In 2022, 98% of Aegon employees completed

this training.

See page 371 for more details of Aegon’s approach

to cybersecurity and data protection.

Aegon Integrated Annual Report

2022

Our strategy and value creation

Financial markets in 2022 were dominated by high inflation

levels and rising interest rates. The more restrictive central

bank policy combined with the fall-out from the war in

Ukraine led to a deterioration of the global economic

outlook. Credit spreads generally widened and important

equity markets declined during the year as a result.

These developments negatively impacted Aegon’s financial

results. Despite challenging market circumstances,

we made significant progress in further strengthening

our balance sheet and in improving our operational

performance. We made steady progress against our 2023

targets, meeting the targeted cumulative free cash flow

for the period 2021 to 2023 a year ahead of schedule,

overdelivering on the operating result benefit from

the operational improvement plan, and reducing the financial

leverage to within the targeted range. We also announced

the combination of the businesses of Aegon the Netherlands

with a.s.r. to create a leading Dutch insurance company.

Financial performance

The operating result amounted to EUR 1.9 billion in 2022

and was stable compared with 2021. The result was

supported by expense savings, benefits from growth

initiatives, improved claims experience, and strengthening

of the US dollar. This was offset by lower fees due to adverse

market movements and outflows in Variable Annuities

and Asset Management. Our net result amounted to a loss

of EUR 2.5 billion for 2022, mainly driven by higher Other

charges in 2022 as a result of an impairment loss related

to the transaction with a.s.r.

Despite volatile markets, each of our three main units

increased their capital ratios compared with year-end

2021 and remained above their respective operating level.

This underscores the effectiveness of the actions we have

taken to improve our risk profile and to reduce the volatility

of our capital position. This includes setting up a voluntary

reserve for Variable Annuities, a lump-sum buy-out

program for certain variable annuity products, achieving

additional long-term care rate increases, and freeing

up capital by reinsuring the legacy universal life portfolio

of Transamerica Life (Bermuda) to Transamerica.

We also completed the divestment of our business in Hungary

in 2022. This provided us with the financial flexibility to buy

back shares for an amount of EUR 300 million and to execute

a EUR 429 million tender offer for certain subordinated

bonds. This lowered our gross financial leverage to within

the deleveraging target range of EUR 5.0 to EUR 5.5 billion,

based on the euro/US dollar exchange rate when we set

our deleveraging target. Free cash flows increased from

Performance in 2022

EUR 729 million in 2021 to EUR 780 million in 2022, and

contributed to the increase in Cash Capital at Holding to

EUR 1.6 billion at the end of 2022, above the operating

range of EUR 0.5 billion to EUR 1.5 billion. We have therefore

announced a new EUR 200 million share buyback program,

underscoring our disciplined capital management and

commitment to return surplus capital to our shareholders.

As of year-end 2022, the operational improvement plan

has resulted in an operating result uplift of EUR 627 million,

with 92% of targeted expense savings achieved, compared

with the target of a EUR 550 million uplift by the end of 2023.

As a result of the progress we have made, both strategically

and financially, we will propose a final dividend for 2022

of 12 eurocents per common share. This brings the full-year

dividend to 23 eurocents per common share, compared with

17 eurocents over 2021.

We will continue to make further progress in delivering on our

strategic objectives and financial targets. We expect at least

EUR 1 billion of operating capital generation from our units

outside the Netherlands in 2023, barring unforeseen

circumstances. This reflects an expected increase in new

business strain as we aim to profitably grow our US business.

Free cash flow, excluding remittances from Aegon

the Netherlands but including the interim dividend that

we expect to receive from a.s.r. in 2023, is expected to amount

to around EUR 600 million in 2023. We target a dividend over

2023 of around 30 eurocents per share, 5 cents more than

we communicated at the 2020 Capital Markets Day.

Further information on our performance in 2022 can be found

in the Results of operations section on page 110.

Financial targets 2021-2023

Reduce leverage

EUR 5.0-5.5 billion

Gross financial leverage target

Implement

expense savings

EUR 400 million

Lower addressable expenses

vs. 2019

Increase free

cash flows

EUR 1.4-1.6 billion

Cumulative free cash flows

over 2021-2023

Distribute capital

to shareholders

Around EUR 0.30 dividend

per share over 2023

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Non-financial performance

In line with Aegon’s purpose, the non-financial performance

of the company is a key element of how we support people

to live their best lives. In 2021, we strengthened our

vision on sustainability and in 2022 we further integrated

this approach in our performance. We delivered on this

by completing our initial double materiality assessment,

embedding the new governance model for sustainability,

and developing the Sustainability Roadmap 2025.

Following the good progress in 2021, our new sustainability

governance has enabled us to establish a wide range

of activities, targets, and milestones for our non-

financial performance. We continued with the migration

of sustainability reporting to our finance department,

bringing our non-financial reporting practices more in line

with the financial performance reporting. We have also built

upon the level of ambition for our two priority themes, climate

change and inclusion and diversity, setting new targets and

allocating clear responsibility for progress with sustainability

leaders across the business.

Our initial double materiality assessment confirmed our

priority themes as the most material for our business.

We continued to develop our reporting process for key

non-financial performance metrics, to support transparency,

to give a clear view of progress on these topics, and to ensure

we are prepared for incoming regulatory requirements.

Particularly, we are building a clearer view of performance

on the KPIs we introduced in 2021 for our priority themes.

With regard to climate change, our weighted average carbon

intensity (WACI) for our corporate fixed income and listed

equity in our general account assets is showing a reduction

that is in line to meet our 2025 goal. We have also reduced

our absolute operational carbon emissions and are on track

to meet our target.

For inclusion and diversity, the KPI for the percentage

of women in senior management is increasing and we are

making further progress on this topic through the newly-

adopted company-wide strategy on inclusion and diversity.

With these metrics, we are building a better view of our

performance toward our sustainability ambitions. We are

also maturing our approach and increasing our skills and

experience in non-financial performance reporting. To ensure

we continue to report on the most material topics for our

business we will regularly review the topics deemed material

and the resultant non-financial KPIs to ensure transparency

and clarity of performance on the issues of most concern

to our stakeholders.

The rationale for our non-financial KPIs is detailed below.

1. Aegon wants to be there for its customers. This means

providing solutions that create long-term value and

developing products and services that fully meet their

needs and expectations at every stage of their lives.

Customer satisfaction in each of our core markets, which

is measured by benchmarked Net Promoter Score

(SM)

should be in line with or above the average of those of

our industry peers.

•

Our US business, Transamerica, performed in

line with the market average, while Aegon UK and

Aegon the Netherlands were below the market

average. The performance in Aegon UK reflects

service challenges during the year. Market uncertainty

has also led to customer concerns across all

our markets.

For us to deliver on our promises to all our stakeholders,

it is important that our employees are fully engaged and

motivated to contribute to this task.

•

The employee engagement score in 2022 increased

by 2%-points to 70%. All the main drivers

of engagement (leadership, recognition, career,

and levels of stress) improved compared to 2021.

We believe this has been driven by the launch of

our revitalized purpose and behaviors.

At Aegon, we value a diverse workforce, because

we believe including different perspectives is critical

for richer debates and innovation.

•

The proportion of female representation among our

senior management increased from 34%

to 36% in 2022.

Aegon seeks to ensure the reduction of the weighted

average carbon intensity of the company’s investment

portfolio, in line with our net-zero ambitions.

•

In 2022, the weighted average carbon intensity of our

own investment portfolio reduced by 20% compared

with 2019. This means we are on track to meet our

target for a 25% reduction in the carbon intensity of

our corporate fixed income and listed equity in our

general account by 2025.

Aegon is aiming to reduce our absolute operational

carbon emissions (scopes 1&2).

•

In 2022, the operational carbon footprint fell by 59%.

This is well ahead of our target of a 25% reduction

in absolute operational carbon emissions by 2025,

compared with the 2019 baseline.

Aegon Integrated Annual Report

2022

Our strategy and value creation

To further embed the above non-financial KPIs in our

operations, the KPIs were reflected in the remuneration

targets set at both a company-wide and individual level

in 2022. The remuneration targets for our Executive

Board members are required to be comprised of at least

50% non-financial performance indicators, of which

sustainability has been a mandatory performance indicator

category since 2020. In 2022, 17% of the performance

indicators for Aegon’s Executive Board members were

related to sustainability. The indicators covered the further

integration of sustainability into the company strategy,

employee engagement, and the increased presence

of women in senior management.

Further information on our non-financial performance in 2022

can be found in the table Non-financial key performance

indicators on page 395 of the Non-financial information

section in this report.

Aegon the Netherlands has been placed out-of-scope due to the expected divestment.

Non-financial targets 2023-2024

Customers

Employees

Society

•

Customer satisfaction in each of our

core markets (measured by

benchmarked Net Promoter Score

(SM)

)

should be in line with or above the

average of our peers

•

A 72% employee engagement score

for 2023, measured through our Global

Employee Survey

•

Minimum level of 38% of female

representation amongst our senior

management for 2023

•

At least 25% reduction in weighted

average carbon intensity of our

corporate fixed income and listed

equity in our general account by 2025

•

25% reduction in absolute operational

carbon emissions (Scopes 1&2)

by 2025 against 2019 baseline

• 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 the

portfolio by 2025

| Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Boards and Governance

Letter from our Supervisory Board Chairman

Corporate governance

Sustainability governance

Composition of the Boards

Report of the Supervisory Board

Remuneration Report

Risk and capital management

Risk management

Capital and liquidity management

Regulation and compliance

Regulation and supervision

101

Code of Conduct

102

In control statement

Governance and

risk management

2022

Aegon Integrated Annual Report

2022 |

William Connelly -

Supervisory Board Chairman Aegon

Letter from our

Supervisory Board Chairman

In difficult circumstances, Aegon’s management has continued to guide the

company’s transformation journey, with a focus on delivering sustainable value

for its stakeholders.

2022 was marked by extensive external challenges, including

the war in Ukraine, the disruption of energy markets, and

a volatile macroeconomic environment. In these exceptional

times, I was pleased to see Aegon maintain a steady pace

in implementing its strategy and delivering on its key strategic

priorities. This has led to solid results and continued strong

capital positions. At the same time, the company has taken

further steps to realize its purpose and make sustainability

a central pillar of its strategy. It is clear that, more than ever,

Aegon’s aspirations extend beyond financial performance

to creating long-term value for all stakeholders, including

society and the environment.

Closing the sale of Aegon’s businesses in Hungary and

Turkey to Vienna Insurance Group was an important step

in increasing the strategic focus of the company. Furthermore,

Aegon internally reinsured a closed life insurance portfolio

of Transamerica Life (Bermuda), freeing up USD 600 million

in excess capital for Transamerica. Part of this was used

to create a buffer that will substantially reduce the capital

sensitivity of the US variable annuity book to equity markets.

Another significant milestone in the execution of the strategy

was the announcement, in October 2022, that Aegon will

combine its Dutch businesses with those of a.s.r. to create

a leader in the Dutch insurance market. The Supervisory

Board closely reviewed the implications of the transaction

from the perspective of all stakeholders. After extensive

discussions with Aegon’s leadership and external advisors,

we share their view that the combination serves the long-

term interests of Aegon’s customers and investors, and those

of society at large.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Naturally, the transaction will also affect many

of the company’s employees. Change is never easy;

however, I am confident that the combination with a.s.r.

will create excellent opportunities for Aegon’s workforce

in the Netherlands, while also championing Aegon’s proud

Dutch heritage and local roots.

Building leading positions

This important transaction is just one example of how Aegon

is pursuing its strategic priority of building leading positions

in its chosen markets. Looking ahead, the company continues

to execute growth initiatives in its other core markets, as well

as in its growth markets, Brazil, China, and Spain & Portugal,

and through its global asset manager.

In the United States, Aegon will continue to build

on Transamerica’s leading positions in both individual life

insurance and the workplace pension business, investing

capital to increase its market share profitably in selected

product lines. In addition, Transamerica will continue to take

management actions to further improve its risk-return

profile. In the United Kingdom, meanwhile, Aegon is pursuing

the profitable growth of the various distribution channels

of its leading platform business by improving customer

propositions, service capabilities, and digital experience

for advisors, employers, and consumers. Furthermore,

Aegon Asset Management will be able to leverage its global

capabilities through its exclusive long-term partnership with

a.s.r. for managing part of the combination's assets. In its

growth markets, Aegon will continue to look to invest capital

in value-adding growth opportunities.

Listening to Aegon’s employees

As the organization changes shape, Aegon’s ability to attract

and retain talented people becomes increasingly important.

In 2022, the Supervisory Board connected with Aegon

employees on topics ranging from engagement to wellbeing,

through talent sessions, employee gatherings, and regular

meetings and visits.

These interactions highlight how Aegon is helping employees

transition to new ways of working in the post-pandemic era.

As offices have reopened, the company has strengthened

its hybrid working model, and now offers employees specific

guidance according to their role. Encouragingly, recent survey

results indicate that 90% of Aegon employees are now

working productively via the new setup.

Toward a strong and sustainable business

More widely, I welcome the steps Aegon is taking to address

sustainability, and particularly the priority themes

of inclusion and diversity and climate change, as identified

by stakeholders. During the year, the Supervisory Board

discussed, and closely monitored Aegon’s progress

in realizing its Net-Zero Asset Owner Alliance commitments.

Aegon is also strengthening its non-financial reporting

and controls, and the Supervisory Board is enthused

by the advancements being made in this area.

In the financial reporting sphere, the Supervisory Board

participated in multiple deep-dive sessions about

the implications and implementation of IFRS 17, which will

apply to financial reporting after January 1, 2023. As part

of our responsibilities, we have also been closely involved

in the tender procedure to elect a new external auditor for

the company as per the mandatory rotation requirements.

After a sound and thorough selection process, we were

pleased to recommend the appointment of Ernst & Young

Accountants LLP (EY), subject to approval at the 2023 Annual

General Meeting of Shareholders.

The Supervisory Board recognizes the importance

of risk and compliance, and we are closely monitoring

ongoing efforts to address these topics, with the support

of relevant committees.

The Supervisory Board’s efforts were supported by

the addition of a new member, Karen Fawcett, and the

reappointment of Corien Wortmann-Kool. The composition

of the Board was again a key consideration in these

appointments, as we continued to maintain a good balance

in terms of gender diversity, nationality, and background. I

also welcome the recent appointments of Astrid Jäkel and

Deborah Waters to the Management Board, in their respective

capacities of Chief Risk Officer and Chief Technology Officer.

On behalf of all members of the Supervisory Board, I again

thank all Aegon employees for their valuable contributions

to Aegon’s purpose and strategic priorities. I also express

my gratitude to the company’s investors for their continued

trust and confidence.

The Hague, the Netherlands, March 15, 2023

William L. Connelly

Supervisory Board Chairman, Aegon

A detailed report on the Supervisory Board and its activities

during the year can be found on page 56 of this Integrated

Annual Report.

Aegon Integrated Annual Report

2022 |

Letter from our Supervisory Board Chairman

Corporate governance

Aegon is incorporated and based in the Netherlands. As a company established

and listed in the Netherlands, Aegon must comply with Dutch law and is subject

to the Dutch Corporate Governance Code.

Aegon is governed by three corporate bodies:

•

General Meeting of Shareholders

•

Supervisory Board

•

Executive Board

Aegon also has a Management Board. This works in unison

with the Executive Board and helps to oversee operational

issues and the implementation of Aegon's strategy.

Aegon's corporate governance structure is the responsibility

of both the Supervisory Board and the Executive Board.

Any substantive change to this structure is submitted

to the General Meeting of Shareholders for discussion.

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 Aegon's three main

markets, 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 N.V.) and its

stakeholders.

General Meeting of Shareholders

A General Meeting of Shareholders is held at least once a

year and, if deemed necessary, the Supervisory or Executive

Board of the company may convene an Extraordinary General

Meeting of Shareholders. The main function of the General

Meeting of Shareholders is to decide on matters such as

the adoption of annual accounts, the approval of dividend

payments, and (re)appointments to the Supervisory Board

and Executive Board of Aegon.

Convocation

General Meetings of Shareholders are convened by public

notice at least 42 days before the meeting. The convocation

states the time and location of the meeting, the record

date, the agenda items, and the procedures for admittance

to the meeting and representation at the meeting by means

of a written proxy. Those shareholders who alone or jointly

represent at least 1% of Aegon's issued capital or a block

of shares worth at least EUR 100 million may request

items be added to the agenda of a General Meeting

of Shareholders. In accordance with Aegon's Articles

of Association, such a request will be granted if it is received

in writing at least 60 days before the meeting, and if there are

no important interests of the company that dictate otherwise.

Record date

The record date is used to determine shareholders'

entitlements with regard to their participation and voting

rights. In accordance with Dutch law, the record date is 28

days before the day of the General Meeting of Shareholders.

Attendance

Every shareholder is entitled to attend the General Meeting

to speak 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.

Supervisory Board

Aegon's Supervisory Board oversees the management

of the Executive Board, in addition to the company's business

and corporate strategy. The Supervisory Board must

take into account the interests of all Aegon stakeholders.

The Supervisory Board operates according to the principles

of collective responsibility and accountability.

Composition of the Supervisory Board

Members of the Supervisory Board are appointed

by the General Meeting of Shareholders, following nomination

by the Supervisory Board itself. Aegon aims to ensure

that the composition of the company's Supervisory Board

is in line with Aegon's diversity policy for the Supervisory

Board, Executive Board and Management Board and is as

such well-balanced in terms of professional background,

geography, gender, and other relevant aspects of the diversity

policy. A profile, which is published on

aegon

.com

, has been

established that outlines the required qualifications of its

members. Supervisory Board members are appointed for

a four-year term and may then be reappointed for another

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

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Non-financial information

four-year period. Subsequently, a Supervisory Board member

can be reappointed again for a period of two years, and

then extended by two years at the most. Supervisory Board

members are no longer eligible for (re)appointment after

reaching the age of 70, unless the Supervisory Board decides

to make an exception. Remuneration of the Supervisory

Board members is determined by the General Meeting

of Shareholders. In 2022, no transactions were concluded

between the company and any of the Supervisory Board

members. Furthermore, the company did not provide loans

or issue guarantees to any members of the Supervisory

Board. At present, Aegon's Supervisory Board consists of nine

members, all of whom qualify as independent in accordance

with the Dutch Corporate Governance Code.

Committees

The Supervisory Board also oversees the activities of its

committees. These committees are composed exclusively of

Supervisory Board members and deal with specific issues

related to Aegon's financial accounts, risk management,

sustainability, executive remuneration, and appointments.

These committees are the:

•

Audit Committee

•

Risk Committee

•

Remuneration Committee

•

Nomination and Governance Committee

Executive Board

Aegon's Executive Board is charged with the overall

management of the company and is therefore responsible

for developing and executing Aegon's strategy. Additionally,

it is responsible for managing the company’s risk profile and

overseeing any relevant sustainability issues. Each member

has duties related to his or her specific area of expertise.

Aegon's Articles of Association determine that for certain

decisions the Executive Board must seek prior approval from

the Supervisory Board and/or the approval of the General

Meeting of Shareholders. In addition, the Supervisory Board

may also subject other Executive Board decisions to its

prior approval.

Composition of the Executive Board

Aegon's Executive Board consists of Lard Friese, who is Chief

Executive Officer (CEO) and Chairman of the Executive Board,

and Matt Rider, who is Chief Financial Officer (CFO).

The number of Executive Board members and their terms

of employment are determined by the company's Supervisory

Board. Executive Board members are appointed

by the General Meeting of Shareholders for a four-year term,

following nomination by the Supervisory Board.

The members of the Executive Board have an engagement

agreement with the company rather than an employment

contract. The company's Remuneration Policy for

the Executive Board limits exit arrangements to a maximum

of one year of the fixed component of the salary.

In 2022, no transactions were concluded between

the company and either member of the Executive Board.

Furthermore, the company did not provide any loans to,

or issue guarantees in favor of either of the members

of the Executive Board.

Management Board

Aegon's Executive Board is assisted in its work

by the company's Management Board, which had

12 members, including the members of the Executive Board

per December 31, 2022. Aegon's Management Board

is composed of Lard Friese, Matt Rider, Elisabetta Caldera,

Will Fuller, Mike Holliday-Williams, Allegra van Hövell-

Patrizi, Astrid Jäkel, Marco Keim, Onno van Klinken, Bas

NieuweWeme, Duncan Russell and Deborah Waters.

Aegon's Management Board works in unison with

the Executive Board and helps oversee operational issues

and the implementation of Aegon's strategy. Members are

drawn from Aegon's business units and from Aegon's global

functions. The members have both regional and global

responsibilities. This ensures that Aegon is managed as an

integrated international business. While the Executive Board

is Aegon's sole statutory executive body, the Management

Board provides vital support and expertise in pursuit

of the company's strategic objectives.

In the relationship between the Supervisory Board and

the Management Board, the CEO shall be the first point

of contact for the Supervisory Board and its Chairman.

Further, the members of the Boards will act in accordance

with the provisions provided therefore in the Management

Board Charter, the Executive Board Charter, and

the Supervisory Board Charter.

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.

The capital of the company

Aegon has an authorized capital of EUR 1,080 million, divided

into 6 billion common shares and 3 billion common shares

B, each with a nominal value of EUR 0.12. As of December

31, 2022, a total of 2,109,430,229 common shares and

546,196,080 common shares B had been issued.

Depository receipts for Aegon shares are not issued with

the company's cooperation.

Aegon Integrated Annual Report

2022 |

Corporate governance

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 are one-

fortieth (1/40

) 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 as one-fortieth (1/40

)

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, 2022, Vereniging Aegon, Aegon's largest

shareholder, held a total of 315,532,860 common shares and

494,433,240 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 2022, one transaction was concluded between Aegon

N.V. and Vereniging Aegon. Execution of this transaction was

done in compliance with all requirements of Best Practice

2.7.5 of the Dutch Corporate Governance Code.

On December 15, 2022, Aegon repurchased 43,817,400

common shares B from Vereniging Aegon for the amount

of EUR 5,113,578.21 based on 1/40

of the Value Weight

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 April 2022 following the completion of the sale

of the Hungarian business and initiated in July and October

2022 to neutralize the dilutive effect of the distribution

of the final dividend 2021 and the interim dividend

2022 in stock.

Special control rights

As a matter of Dutch corporate law, 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:

•

The acquisition by a third party of an interest in Aegon N.V.

amounting to 15% or more

•

A tender offer for Aegon N.V. shares, or

•

A proposed business combination by any person or group

of persons, whether acting individually or as a group, other

than in a transaction approved by the company’s Executive

and Supervisory Boards

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 N.V., and therefore also irrespective of any decisions

of the Executive Board of Aegon N.V., including any decision

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

whether or not to invoke a 180- or 250 -day response time

under the Dutch Corporate Governance Code or Civil Code.

Issue and repurchase of shares

New shares may be issued up to the maximum

of the company's authorized capital, following a resolution

adopted by the General Meeting of Shareholders. Shares may

also be issued following a resolution of the Executive Board,

subject to approval by the Supervisory Board, providing, and

to the extent that, the Board has been authorized to do so by

the General Meeting of Shareholders. A resolution authorizing

the Executive Board to issue new shares is usually presented

at Aegon's Annual General Meeting of Shareholders.

Aegon is entitled to acquire its own fully paid-up shares,

providing it acts within existing statutory restrictions.

Shareholders usually authorize the Executive Board

to purchase the company's shares under terms and

conditions determined by the General Meeting.

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 Supervisory 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 65 and

note 50 of the notes to Aegon’s consolidated financial

statements of this Integrated Annual Report. 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 Meetings

of Shareholders in the year of vesting of these shares.

Appointing, suspending or dismissing Board members

The General Meeting of Shareholders appoints members

of both the Supervisory and Executive Boards, following

nominations by the Supervisory Board. These nominations

are binding providing at least two candidates are nominated.

The General Meeting of Shareholders may cancel the binding

nature of these nominations with a majority of two-thirds

of votes cast, representing at least one half of Aegon's issued

capital. The General Meeting of Shareholders may, in addition,

bring forward a resolution to appoint someone not nominated

by the Supervisory Board. In order for the resolution to be

adopted, the resolution requires a two-thirds majority of votes

cast, representing at least one half of Aegon's issued capital.

Members of Aegon's Supervisory and Executive Boards

may be suspended or dismissed by the General Meeting

of Shareholders with a two-thirds majority of votes cast,

representing at least one half of Aegon's issued capital,

unless the suspension or dismissal has first been proposed

by the company's Supervisory Board in which case

the suspension or dismissal can be resolved by the General

Meeting of Shareholders with an absolute majority of votes

and a limited quorum. A member of the Executive Board

may also be suspended by the Supervisory Board, although

the General Meeting of Shareholders has the power to annul

this suspension.

Amending the Articles of Association

The General Meeting of Shareholders may, with an absolute

majority of votes cast, pass a resolution to amend

Aegon's Articles of Association or to dissolve the company,

in accordance with a proposal made by the Executive Board

and approved by the Supervisory Board.

Dutch Corporate Governance Code

As a company based in the Netherlands, Aegon adheres

to the Dutch Corporate Governance Code. The version

of the Code applicable to the financial year 2022

is the version that came into force on January 1, 2017. Aegon

endorses the Code and strongly supports its principles

for sound and responsible corporate governance and

long-term value creation. Aegon regards the Code as an

effective means to help ensure that the interests of all

stakeholders are duly represented and taken into account.

It is the responsibility of both the Supervisory Board and

the Executive Board to oversee Aegon's overall corporate

governance structure.

In general, Aegon applies the best practice provisions set

out in the Code. There is one best practice provision with

which Aegon does not fully apply. In this case, Aegon adheres,

as much as is possible, to the spirit of the Code.

Aegon Integrated Annual Report

2022 |

Corporate governance

Best Practice 4.3.3

The Dutch Corporate Governance Code recommends that

the General Meeting of Shareholders may cancel the binding

nature of nominations for appointments of members

of the Executive Board and Supervisory Board with

an absolute majority of votes and a limited quorum.

Aegon's position on Best Practice 4.3.3

Aegon's Articles of Association provide for a larger majority

and a higher quorum than those advocated by the Code.

Given that the company has no specific anti-takeover

measures, the current system is deemed appropriate within

the context of the 1983 Merger Agreement under which

Aegon was formed. However, to mitigate any possible

negative effects stemming from this, the Supervisory Board

has decided that, in the absence of any hostile action, it will

only make nominations for the appointment of members

to the Executive and Supervisory Boards that are non-

binding in nature.

Corporate Governance Statement

For an extensive review of Aegon's compliance with the Dutch

Corporate Governance Code, please refer to the Corporate

Governance Statement on Aegon's corporate

website

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Sustainability governance

Key roles

Aegon’s Executive Board has overall responsibility for

sustainability. The Supervisory Board has ultimate oversight.

Through its Nomination and Governance Committee,

the Supervisory Board 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 Management

and Executive Boards 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 Management Board.

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, which assesses sustainability matters.

Key actions include formulating sustainability-focused

commitments, key performance indicators (KPIs), and targets;

and tracking these.

Incentives

As per our Executive Board’s Remuneration Policy,

at least 50% of a member’s variable compensation

must be determined by non-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 a

member's variable compensation.

Risk management

The Group Risk & Capital Committee (GRCC) oversees

the Financial Risk function’s climate scenarios that analyze

the potential impacts of climate change on our financial

accounts. The Non-Financial Risk Committee (NFRC)

oversees the Operational Risk function’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 (HRRA). The Compliance function

also annually assesses ethics and culture via the Systematic

Integrity Risk Assessments (SIRA), part of which is to assure

these are not directly or indirectly violating the principles

in the Code of Conduct and Aegon’s core values. This is also

overseen by the NFRC.

Aegon Integrated Annual Report

2022 |

Sustainability governance

Composition of the Boards

Members of the Executive Board

Lard Friese (1962, Dutch)

CEO and Chairman of the Executive and Management Boards

of Aegon N.V.

Lard Friese earned a Master of Law degree at the University

of Utrecht. He has worked most of his professional career

in the insurance industry, including ten 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

& acquisitions, and business transformation. Mr. Friese

was appointed CEO Designate as of March 1, 2020.

During the 2020 Annual General Meeting (AGM), he was

appointed as member of the Executive Board for a term

of four years until the end of the AGM to be held in 2024.

Mr. Friese is Chairman of Aegon’s Executive Board and

Management Board.

Matthew J. Rider (1963, American)

CFO and member of the Executive and Management Boards of

Aegon N.V.

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 of ING’s insurance and

asset management operations, and specifically for

Finance and Risk Management. Mr. Rider joined Aegon

on January 1, 2017, and was appointed as CFO and member

of the Executive Board of Aegon at the Annual General

Meeting of Shareholders of Aegon N.V. of May 19, 2017.

During the 2021 Annual General Meeting (AGM), Mr. Rider

was reappointed for another term of four years until the end

of the AGM to be held in 2025.

Members of the Management Board

Lard Friese: see above

Matthew J. Rider: see above

Elisabetta Caldera (1970, Italian)

Chief Human Resources Officer and member of the

Management Board of Aegon N.V.

Elisabetta Caldera started her career in 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 the United Kingdom 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 member of Aegon’s Management Board.

Ms. Caldera was a member of the Supervisory Board of Falck

Renewable from 2014 until September 30, 2022.

Will Fuller (1971, American)

CEO of Aegon Americas and member of the Management

Board of Aegon N.V.

Will Fuller has almost 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.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Mr. Fuller was appointed as a member

of Aegon’s Management Board in March 2021. He has

been actively engaged in the financial services industry,

most recently in forming the Alliance for Lifetime Income.

He formerly served as a board member of LL Global,

Inc. (LIMRA/LOMA), Forum for Investor Advice, Money

Management Institute, and Insured Retirement Institute.

Mike Holliday-Williams (1970, British)

CEO of Aegon UK and member of the Management Board of

Aegon N.V.

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 MORETH>N, 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, he also became a member of the RSA

Group Executive. 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 is a member of Aegon’s Management

Board since March 2020.

Allegra van Hövell-Patrizi (1974, Italian and Belgian)

CEO of Aegon the Netherlands and member of the

Management Board of Aegon N.V.

Allegra van Hövell-Patrizi began her career in 1996

at McKinsey & Company, specializing in financial institutions.

After several years as a partner there, she joined F&C Asset

Management in 2007 as a member of the Management

Committee. In 2009, she joined Prudential plc where

she was part of the CEO Office and then later became Group

Risk Director, and a member of the Group Executive Risk

Committee, as well as the PUSL Board (within the Prudential

plc Group). Mrs. van Hövell-Patrizi joined Aegon at the end

of 2015. She was appointed Chief Risk Officer of Aegon N.V.

and a member of Aegon’s Management Board in January

2016. Mrs. van Hövell-Patrizi was appointed CEO of Aegon

the Netherlands on June 15, 2021. Mrs. van Hövell-Patrizi was

a member of the Supervisory Board of LeasePlan (not listed)

until March 2022.

Astrid Jäkel (1977, German)

Chief Risk Officer of Aegon N.V. and member of the

Management Board of Aegon N.V.

Astrid Jäkel joined Aegon as Chief Risk Officer (CRO)

and member of the Management Board of Aegon N.V.

on March 1, 2022.

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, and non-financial risks.

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 Management

Board of Aegon N.V.

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 Management Board in June 2008. From 2017

to 2020, Mr. Keim headed Aegon’s operations in mainland

Europe. Mr. Keim is the head of Aegon International and

responsible for Aegon’s business in Central and Eastern

Europe as well as Asia and Brazil. Mr. Keim is a former

member of the Supervisory Board of Eneco Holding N.V.

Aegon Integrated Annual Report

2022 |

Composition of the Boards

Onno van Klinken (1969, Dutch)

General Counsel and member of the Management Board of

Aegon N.V.

Onno van Klinken has over 25 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,

Regulatory Compliance, the Executive Board Office, and

Government and Policy Affairs. Mr. Van Klinken has been

a member of Aegon’s Management Board since August

2016. Mr. Van Klinken was appointed member of the Board

of Stichting Continuïteit SBM Offshore in December 2016.

Bas NieuweWeme (1972, Dutch)

Global CEO of Aegon Asset Management and member of the

Management Board of Aegon N.V.

Bas NieuweWeme was appointed Global CEO of Aegon Asset

Management and Member of the Aegon N.V. Management

Board in June 2019. Having obtained a Master of Laws (2000)

and an Executive MBA in 2007, Mr. NieuweWeme has worked

in global investment management for 20 years.

The majority of this time was spent in various management

positions within ING Investment Management Americas

and Voya Investment Management. In 2016, he was named

Global Head of the Client Advisory Group and a member

of the management team at PGIM Fixed Income and Global

Head of the Institutional Relationship Group at PGIM,

Prudential Financial’s global investment management

business. He serves as vice-chairman of the supervisory

board of La Banque Postal Asset Management and is a

member of the Board of Aegon Industrial Fund Management

Co., Ltd (China).

He is also a member of the Board of Directors

of The Netherlands-America Foundation (NAF) and a member

of the leadership council of AmeriCares, a non-profit disaster

relief and global health organization.

Duncan Russell (1978, British)

Chief Transformation Officer and member of the Management

Board of Aegon N.V.

Duncan Russell has worked most of his professional

career in the financial services sector, lastly as CFO and

Board member at Admiral Financial Services, the financial

services subsidiary of Admiral Group, responsible for finance,

analytics, funding, credit risk and pricing.

Before joining Admiral Group, Mr. Russell was Head

of Group Strategy and Corporate Finance at NN Group

N.V., the Netherlands, where he was responsible for capital

management, treasury, M&A, and the group’s strategy.

Before joining NN Group N.V., Mr. Russell held various

positions at financial services groups in London.

Mr. Russell was appointed Chief Transformation Officer

and member of the Management Board of Aegon N.V.

on August 1, 2020.

Deborah Waters (1967, American)

Chief Technology Officer and member of the Management

Board of Aegon N.V.

Debbie Waters began her career at the aerospace group

Lockheed Martin in 1989 before moving to the software

consultancy group Seer Technologies.

In 1995, she joined Citigroup Inc., where she held various

technology leadership positions in the intervening years.

Most recently she served for over five years as Citi’s Global

Head of Private Bank Operations and Technology. Additionally,

Ms. Waters was the Head of Inclusion and Diversity for

Citi’s Institutional Client Group Operations and Technology.

Previous roles included leading Client Centric and Equities

Technology, supporting the Equities, Research, Commercial

Bank, Citi Velocity, and Markets Sales businesses. She

also served as the Chief Operating Officer for the Markets

Technology organization during her tenure. Before moving

to Markets Technology, Deborah Waters managed Markets

and Operational Risk Technology for the organization where

she started as a developer of Risk solutions. Debbie Waters

is a non-executive director at RanMarine Technology B.V.

(non-listed).

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Members of the Supervisory Board

William L. Connelly (1958, French)

Chairman of the Supervisory Board

Chairman of the Nomination and Governance Committee

Member of the Remuneration Committee

Mr. 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 Supervisory

Board in 2017 and became Chairman in May 2018 and his

current term ends in 2025.

He is also chairman of the Supervisory Board Nomination and

Governance Committee and a member of the Supervisory

Board Remuneration Committee. Mr. Connelly is an

independent director at the Board of Directors of Société

Générale, an independent director at the Board of Directors

of Singular Bank S.A. (formerly known as Self Trade Bank

S.A., non-listed) and Chairman of the Board of Directors

of Amadeus IT Group S.A.

Corien M. Wortmann-Kool (1959, Dutch)

Vice Chair of the Supervisory Board

Member of the Audit Committee

Member of the Nomination and Governance Committee

Corien M. Wortmann-Kool is the former Chair

of the Board of Stichting Pensioenfonds ABP, the Dutch

public sector collective pension fund, until December 2022.

Ms. Wortmann-Kool 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 Supervisory

Board in May 2014, and her current term ends in 2026.

She is Vice Chair of the Supervisory Board, and

a member of the Supervisory Board Audit Committee

and the Supervisory Board Nomination and

Governance Committee.

Ms. Wortmann-Kool is a member of the Supervisory Board

of Royal DSM N.V., and a member of De Autoriteit Financiële

Markten Capital Markets Advisory Committee. She was

vice president of the European People’s Party until March

2018, a member of the Advisory Council of the Centraal

Bureau voor de Statistiek until June 2018, and a member

of the Supervisory Board of Het Kadaster until March 2021.

Furthermore, she was the Chair of the Board of Trustees

of Save the Children Netherlands until January 2022.

Mark A. Ellman (1957, American)

Member of the Nomination and Governance Committee

Member of the Risk Committee

Mark A. Ellman is a former Vice Chairman Global

Origination of Bank of America/Merrill Lynch. Before

joining Bank of America/Merrill Lynch, he held various roles

in the US insurance industry. These mostly entailed working

in corporate finance at large US financial institutions, where

he was engaged in M&A advice and transactions, together

with equity and debt raisings for insurance companies.

He was a Managing Director and Co-Head of the Global

Financial Institutions Group of Credit Suisse First Boston,

and a founding partner of Barrett Ellman Stoddard

Capital Partners.

Mr. Ellman was appointed to Aegon’s Supervisory

Board in 2017, and his current term ends in 2025. He is

a member of the Supervisory Board Risk Committee and

the Supervisory Board Nomination and Governance

Committee. Mr. Ellman was a non-executive director

of Aegon USA from 2012 to 2017.

Aegon Integrated Annual Report

2022 |

Composition of the Boards

Karen Fawcett (1962, British)

Member of the Risk Committee

Member of the Remuneration Committee

Karen Fawcett was formerly CEO Retail, Brand and Marketing

for Standard Chartered Bank, which focused primarily on Asia,

Africa, and the Middle East. Her broad career across complex

global businesses covers wholesale and retail banking, global

strategy, technology transformation, and brand & marketing.

Prior to her career in banking, Ms. Fawcett was Partner

at the global management and information technology

consultancy firm Booz, Allen & Hamilton, where she advised

insurers, banks, and asset managers on a wide range

of strategic, technological, and operational transformations.

Ms. Fawcett was appointed to Aegon’s Supervisory Board

in May 2022. She is a member of the Supervisory Board

Remuneration Committee and a member of the Supervisory

Board Risk Committee.

Ms. Fawcett holds several non-executive director

positions, with a portfolio across financial services &

digital transformation, education, and climate change

mitigation. These positions are with the following non-

listed entities: the LGT Group Foundation; Temus; Global

Evergreening Alliance; and BetterTradeOff. Ms. Fawcett was

a non-executive director at INSEAD until December 2022.

Jack McGarry (1958, American)

Member of the Audit Committee

Member of the Remuneration Committee

Jack McGarry is a former actuary who spent the majority

of his career at Unum Group, an NYSE-listed provider

of workplace financial protection benefits. He has held

various leadership roles in risk management, in finance,

as CEO of Unum’s business in the United Kingdom, and CEO

of Unum’s Closed Block.

His last position at Unum was as Chief Financial

Officer. As CFO, he successfully led the transformation

of the finance organization by outsourcing transactional

processes, driving automation across the organization,

implementing accounting and financial planning & analysis

platforms and modeling, and navigating the company

through the implementation of tax reform. This experience

underscores his in-depth knowledge of the insurance industry

and his integral perspective on managing an insurance

company. During the 2021 AGM, Mr. McGarry was appointed

to Aegon’s Supervisory Board, and his current term ends

in 2025. Mr. McGarry is a member of the Audit Committee

and a member of the Remuneration Committee.

Ben J. Noteboom (1958, Dutch)

Chairman of the Remuneration Committee

Member of the Risk Committee

Ben J. Noteboom worked for Randstad Holding N.V. from

1993 until 2014, where he was appointed member

of the Executive Committee in 2001 and became CEO

in 2003. Before joining Randstad, Mr. Noteboom worked

for Dow Chemical in several international management

functions between 1984 and 1993.

He started his career in 1982 at Zurel as a management

assistant. He was appointed to Aegon’s Supervisory

Board in May 2015, and his current term ends in 2023.

He is Chairman of the Supervisory Board Remuneration

Committee and a member of the Supervisory Board

Risk Committee.

Mr. Noteboom is Chairman of the Supervisory Board

of Royal Vopak N.V. In addition, Mr. Noteboom is the chairman

of the Board of Directors of VUmc Cancer Center Amsterdam

and the Chairman of Stichting Prioriteit Ordina Groep.

Mr. Noteboom is a former member of the Supervisory Boards

of Wolters Kluwer N.V. and Royal Ahold Delhaize N.V.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Caroline Ramsay (1962, British)

Chair of the Audit Committee

Member of the Risk Committee

Mrs. 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,

Mrs. Ramsay gained substantial experience in Finance and

Audit at large insurance companies. In addition to her strong

financial background, Mrs. Ramsay acquired extensive

managerial expertise in executive roles at Norwich Union plc

(now Aviva plc) and RSA.

Mrs. 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. Mrs. Ramsay was appointed to Aegon’s Supervisory

Board in May 2020 and her current term ends in 2024. She

is Chair of the Supervisory Board Audit Committee and

a member of the Supervisory Board Risk Committee.

Mrs. Ramsay is a senior independent director of the Board

of Brit Syndicates Ltd (non-listed), a member of the Board

of Directors of Aberdeen UK Smaller Companies Growth

Trust Plc, 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). Mrs. Ramsay is a member of the FCA Regulatory

Decisions Committee and a member of the Payment Systems

Regulator’s Enforcement Decisions Committee.

Thomas Wellauer (1955, Swiss)

Member of the Audit Committee

Member of the Remuneration 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

across multiple industries, including financial services,

pharmaceuticals and chemicals. Among others, he served

on the executive committees of Winterthur Insurance, Credit

Suisse, Swiss Re, and Novartis. His most recent position from

2010 to 2019 was Group Chief Operating Officer of Swiss Re.

During his career, Mr. Wellauer also served as an independent

director on the boards of several global companies such

as Munich Re and Syngenta.

Mr. Wellauer was appointed to Aegon’s Supervisory

Board in May 2020 and his current term ends in 2024.

He is a member of the Supervisory Board Audit Committee

and a member of the Supervisory Board

Remuneration Committee.

Mr. Wellauer is Chairman of the Board of Directors

of SIX Group (non-listed). In addition, he serves as Chairman

of the Board of Trustees of the University Hospital Zurich

Foundation and is Chairman of the International Chamber

of Commerce in Switzerland.

Dona D. Young (1954, American)

Chair of the Risk Committee

Member of the Nomination and Governance Committee

Dona D. Young is an executive/board consultant and

retired Chairman, President and Chief Executive Officer

of The Phoenix Companies, which was an NYSE listed

insurance and asset management company at the time of her

tenure. She was appointed to Aegon’s Supervisory Board

in 2013, and her current term will end in 2023.

She is Chair of the Supervisory Board Risk Committee,

and a member of the Supervisory Board Nomination and

Governance Committee.

Ms. Young is a member and Chairman of the Board

of Directors of Foot Locker, Inc. Ms. Young, is a member

of the board of Spahn and Rose (non-listed), and serves

as a member of the Board of Directors of USAA (non-listed.

Furthermore, Ms. Young is a member of the Board

of the National Association of Corporate Directors. Ms. Young

is a member of the Board of Trustees of Save the Children

US (non-listed) and served as a member of the Board of Save

the Children International and Save the Children Association

(non-listed) until February 2023.

Aegon Integrated Annual Report

2022 |

Composition of the Boards

Report of the Supervisory Board

The Supervisory Board is entrusted with supervising and advising the Executive

Board regarding the management of the company ("Aegon N.V.") and overseeing

Aegon's strategy and the general course of its businesses. In the performance of

its duties, the Supervisory Board acts in accordance with the interest of the

company and takes into account the interest of the company’s stakeholders.

This report provides information on how the Supervisory Board performed its

duties in 2022.

The Supervisory Board discussed the long-term value

creation strategy with the Executive Board and the

Management Board. The Supervisory Board was involved in

strategic deliberations and decision-making – in particular on

the a.s.r, transaction as discussed below – and provided its

advice on strategic considerations for the future of Aegon in

the interest of all stakeholders. The Supervisory Board

monitored the implementation of the strategy by discussing

the business progress, risks, opportunities, and achievements

on a quarterly basis with management. The Supervisory Board

promotes a culture that supports long-term value creation,

which is reflected during board meetings and during frequent

interactions with local management teams and employees.

In order to align on the strategic progress and the general

course of affairs, the Chair of the Supervisory Board, Chair of

the Audit Committee and the Chair of the Risk Committees

are in close contact with the Chief Executive Officer, the Chief

Finance Officer and the Chief Risk Officer, respectively.

The Supervisory Board supports the active management

of the business portfolio and regularly discusses acquisitions

and divestments. During the year and in light of Aegon’s value

proposition, the Board discussed various mergers,

acquisitions, divestments, and balance sheet transactions.

The sale of the Hungarian business to Vienna Insurance

Group AG resulted in the financial flexibility to execute

a EUR 300 million share buyback program and a debt

tender offer. Another transaction to highlight was the sale

of Aegon’s 50% stake in the Spanish insurance joint venture

with Liberbank to Unicaja Banco.

Aegon to combine its Dutch operations with a.s.r.

On October 27, 2022, Aegon announced it had reached

an agreement with a.s.r. to combine its Dutch pension,

life and non-life insurance, banking, and mortgage

origination activities with a.s.r. The combination will create

a leading Dutch insurance company. This step enables

Aegon to accelerate its strategy and represents a major

step in its ambition to become a leader in its chosen

markets. The Executive Board and the Supervisory Board

considered the financial and non-financial aspects of this

transformational transaction during multiple additional

board meetings and in close consultation with their

respective financial and legal advisors, and concluded

that the transaction is in the interest of Aegon and its

stakeholders, and promotes the sustainable success

of Aegon’s business.

Following the unanimous recommendation of the Executive

Board and the Supervisory Board, the shareholders of Aegon

voted in favor of the transaction at the Extraordinary General

Meeting held on January 17, 2023.

Sustainability

Sustainability is part of the company strategy and an area

of specific attention for the Supervisory Board. While the full

Supervisory Board bears such responsibility, the Supervisory

Board is advised and kept appraised of business and

regulatory developments regarding sustainability and

ESG through its Nomination and Governance Committee.

Other committees also address ESG matters, as linked

to their area of responsibility. In 2022, the Supervisory

Board requested regular updates on the progress

of Aegon’s Sustainability Roadmap and ESG developments.

Also, discussions on non-financial controls related

to sustainability reporting took place and progress updates

on the Net-Zero Asset Owner Alliance commitments were

discussed. The wider governance of sustainability is shown

on page 49 of this report and this structure drives delivery

of the Aegon’s sustainability ambitions and alignment

on sustainability across the business. The Supervisory

Board is supporting Aegon’s approach to sustainability and

consequently considers ESG issues in its decision-making.

Educational sessions and deep dives

To further broaden the skillset of the Supervisory Board,

and in addition to the regular updates and presentations

provided by the company, the Supervisory Board participated

in several educational sessions and deep dives. In 2022,

significant time was spent on, among others, the strategy

of the different business units, operations, distribution,

people, competitive landscapes, and expense and growth

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

initiatives. The Board participated in a session on managing

risk and capital in volatile markets. Also, multiple deep

dive sessions were organized around the implications and

implementation of IFRS 17. Other deep dives related to how

the purpose of the company was communicated, data

privacy, the retirement strategies of the business units, and

the impact of rising interest rates. In addition to the deep

dives, the Supervisory Board interacted with talents and

employees by participating in talent sessions and employee

gatherings during their regular meetings and country visits

to the United States and the United Kingdom.

The members of the Supervisory Board gathered general

information on industry developments by participating

in networks, reading independent reports, and sharing

knowledge where appropriate with other Board members

within and outside Aegon. Also, the Board took notice

of the trending topics provided in the reports of the external

auditor. These topics included, for example, economic

prospects, net-zero commitments, international income tax

rules, and asset and wealth management trends.

Focus items for 2023

In 2023, the Supervisory Board will, among others,

continue its focus on the management actions that support

the creation of long-term value for all stakeholders. Following

the announced transaction with a.s.r., significant focus will

be on the disentanglement of the relevant businesses from

Aegon and other steps required for closing the transaction.

Also, attention will be given to the implications

of the a.s.r. transaction for the organization, including group

supervision. Furthermore, the Supervisory Board will focus

on the business strategy, resourcing, customer focus,

IT developments, and culture. As in 2022, the Board will

closely follow the implementation of IFRS 17, the rotation

of the external auditor, and, as a continuous top priority,

the developments related to ESG, and sustainability

reporting. Other items that will receive special attention

in 2023 are continuing the growth in strategic life insurance

and retirement businesses, the Capital Markets Day

in the second quarter of 2023, and the further acceleration

of Aegon’s strategy.

Board review

The Supervisory Board undertakes an internal review

of Board effectiveness on an annual basis. An external

assessment takes place every three to four years.

The external assessment undertaken in 2022 was based

on a survey completed by Supervisory Board members

and Management Board members, as well as interviews

with all Supervisory Board members and several

Management Board members. Constructive feedback

was provided to the Supervisory Board and to each

Supervisory Board member, and the results of the board

effectiveness assessment were discussed in February 2023.

The Supervisory Board will act on the observations and

recommendations provided in the evaluation report.

The evaluation of the Supervisory Board focused

on the following issues: the functioning as a whole;

the composition and roles, governance of the company,

interactions within the Supervisory Board and with

the Executive and Management Boards; the effectiveness

of supervision and how the Supervisory Board fulfills its roles

as advisor. The general outcome of this evaluation is positive

and encourages the Supervisory Board to continue

on the same path. The Supervisory Board and its committees

perform well. The Supervisory Board acts independently,

its members are well-equipped for their duties. There is an

open and constructive atmosphere within the Supervisory

Board. Furthermore, the information provision by and

transparency of the Executive Board were judged positively.

The recommendations arising from the evaluation include:

structuring educational sessions in line with further

education needs; following up on further improvement

of meeting materials such as business data; reinforcing

the focus on management development and succession

planning; and maintaining a tight focus on strategic

developments following the a.s.r. transaction.

Outside the presence of the Executive Board, the Supervisory

Board reviewed the performance of the individual members

of the Executive Board and Management Board over

the preceding calendar year in February 2023. In addition,

the Executive Board evaluated its own functioning as a whole

and that of the individual Executive Board members as well.

The performance of the members of the Executive and

Management Boards was also discussed regularly during

the year by the Supervisory Board.

Regular topics

Results and budget

In February 2022, the Supervisory Board convened

to discuss the fourth quarter 2021 results and approved

the final dividend for 2021. In March 2022, the Supervisory

Board, in the presence of PwC, reviewed and adopted

Aegon's 2021 Integrated Annual Report, the consolidated

financial statements of Aegon N.V., and the company

financial statements of Aegon N.V. In May, August, and

November, the Supervisory Board reviewed Aegon's first,

second, and third quarter 2022 results respectively based

on the recommendation of the Audit Committee.

In December 2022, the Supervisory Board and Management

Board reviewed the company's Medium Term Plan,

which included the budget and capital plan for 2023.

The Boards took note of the uncertainties and challenges

in the coming years. These included, among others: increased

regulatory requirements, execution risk, and developments

in the financial markets. After discussing the Medium Term

Plan, including Aegon's capital generation and capital

Aegon Integrated Annual Report

2022 |

Report of the Supervisory Board

projections, the Supervisory Board supported the plan

and approved the 2023 budget. The Board also approved

the 2023 funding plan and authorized the Executive Board

to execute on the plan in 2023.

Legal, compliance, tax, and regulatory affairs

In 2022, the Supervisory Board and the Audit Committee

discussed compliance, regulatory, tax, and legal topics

in each of Aegon’s business units with management,

the General Counsel, the Global Head of Compliance,

the Global Head of Tax, and the Global Head of Operational

and Model Risk. In particular, the Board discussed the state of

the legal and compliance functions, compliance risks, fraud,

financial crime, and the tax policy and tax developments.

This included Know Your Customer and ultimate beneficial

owner requirements, anti-money laundering (AML), and

whistleblower reports. An overview of the topics discussed

in the field of Risk Management can be found in the Audit

Committee and Risk Committee sections below.

The Chairs of the Supervisory Board, the Audit Committee

and the Risk Committee held their regular meetings with

the group supervisor, the Dutch Central Bank (DNB), in May

and November 2022.

Other topics

In addition to the items mentioned above, the following topics

– among others – were discussed during the 2022

Supervisory Board meetings:

•

The war in Ukraine and the direct and indirect impacts on

Aegon’s businesses, customers, and investments

•

Ongoing COVID-19 developments

•

Selection of the new independent auditor

•

Executive Board and senior management succession

planning

•

Executive remuneration, including the remuneration

framework

•

Supervisory Board effectiveness and composition

•

Corporate governance matters

•

Human resources, including talent development,

organizational health developments, cultural change, and

inclusion and diversity

•

Capital generation and solvency capital positions,

including management actions, and developments in the

financial markets

•

Enterprise risk management, cybersecurity and

information security strategies, and the preparedness for

global incidents

•

Investor relations, including Aegon’s shareholder base,

market analysis and roadshow feedback;

•

Highlighted topics by Supervisory Board Committees

•

Regulatory changes at both a regional and global level

•

Annual Global Employee Survey. The Supervisory Board

discussed the outcome of the 2022 survey in detail in the

first quarter of 2023;

•

Tax policy and tax developments

•

Technology, including the technology strategy, IT security,

technological developments, and innovations

•

HR Plan

•

Group Recovery plan

•

Own Risk and Solvency Assessment

•

Solvency and Financial Condition Report

Corporate governance

Details of the role of the Supervisory Board,

Aegon's corporate governance structure and a summary

of how the company complies with the Dutch Corporate

Governance Code can be found on pages 38-41 of this

Integrated Annual Report and in the Corporate Governance

Statement published on

aegon

.com

Composition of the Supervisory Board and

Executive Board

Supervisory Board

The composition of the Supervisory Board

is discussed regularly in Board meetings and in particular

by the Nomination and Governance Committee. All members

of the Supervisory Board are considered independent under

the terms of best practice provisions 2.1.7, 2.1.8, and 2.1.9 of

the Dutch Corporate Governance Code. In compliance

with the Dutch Corporate Governance Code, members

of the Supervisory Board are appointed by shareholders

for a term of four years. The option exists to reappoint

members for one additional four-year term. A Supervisory

Board member can then subsequently be reappointed

again for a period of two years, which reappointment may

be extended by at most two years. For a reappointment after

an eight-year period, reasons will be provided in the report

of the Supervisory Board.

An overview of the composition of the Supervisory Board

in 2022 can be found on pages 50-55 of this Integrated

Annual Report. The retirement schedule and other

information about members of the Supervisory Board are

available on

aegon

.com

During the 2022 Annual General Meeting, Ms. Karen Fawcett

was appointed as a Supervisory Board member for a term

of four years until the end of the AGM to be held in 2026. Ms.

Corien Wortmann-Kool was reappointed for another term

of two years until the end of the AGM to be held in 2024. Ms.

Wortmann-Kool was appointed to Aegon’s Supervisory Board

in 2014. She is Vice-Chair of the Supervisory Board, and

a member of the Audit Committee and the Nomination and

Governance Committee. The Nomination and Governance

Committee (without the attendance of Ms. Wortmann-Kool)

has discussed Ms. Wortmann-Kool’s qualifications and

concluded that she fits the Profile of the Supervisory Board.

Ms. Wortmann-Kool is nominated to serve for a third term

of two years (in line with the Dutch Corporate Governance

Code) because of her broad background in the national

and international political, societal, and business

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

environment. Moreover, her nomination will provide continuity

to the Supervisory Board. Ms. Wortmann-Kool has extensive

knowledge of financial sector legislation, such as Solvency

II, financial supervision in Europe, and competition policy.

Furthermore, she has a wealth of experience with and

knowledge of pensions and retirement, asset management,

risk management, ESG, and corporate governance.

An induction program for new Supervisory Board members

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.

Executive Board

The Executive Board consists of Mr. Lard Friese, Chief

Executive Officer (CEO) and Chairman of the Executive

Board, and Mr. Matthew J. Rider, Chief Financial Officer (CFO).

The appointment schedule and other information about

members of the Executive Board are available on

aegon

.com

Board meetings

Attendance overview

The 2022 Supervisory Board members' attendance overview

is provided in the table below.

Name

Regular SB

meeting

Audit Committee

Member

Risk Committee

Member

Combined Audit &

Risk Committee

Remuneration

Committee

Member

Nomination &

Governance

Committee

Member

Additional SB

(sub-committee)

mtgs. / calls

Additional Audit

(sub) Committee

mtgs. / calls

Total no. of mtgs.

SB members

Mr. William Connelly

7/7

6/6

Chair

10/10

Mr. Mark Ellman

7/7

5/5

1/1

6/6

8/9

Ms. Karen Fawcett

4/4

2/2

1/1

3/3

5/5

Mr. Jack McGarry

7/7

5/5

1/1

6/6

7/7

Mr. Ben Noteboom

7/7

5/5

1/1

6/6

Chair

10/10

Ms. Caroline

Ramsay

7/7

5/5

Chair

5/5

1/1

10/10

7/7

Mr. Thomas

Wellauer

7/7

5/5

1/1

6/6

6/7

1/1

Ms. Corien

Wortmann

7/7

5/5

1/1

6/6

8/10

7/7

Ms. Dona Young

7/7

5/5

Chair

1/1

6/6

10/10

The Supervisory Board is a separate independent corporate body, consisting of 9 members on December 31, 2022.

Where a Supervisory Board member retired from the SB, stepped down from a Committee, or was appointed throughout the year, only meetings during his / her

tenure are taken into account.

All SB members attended the regular SB (Committee) meetings. Throughout the year, ad-hoc meetings have been scheduled to discuss strategy-related topics.

Furthermore, several sub-committees have been established to discuss - among others - strategy-related topics and the audit tender process. These ad-hoc

(sub-committee) meetings were attended by most (applicable) SB members. For remuneration purposes, some of the additional (sub-committee) calls have been

combined and were considered (and paid) as one meeting.

Members of the Executive Board and Management Board

regularly attended the Supervisory Board meetings held

in 2022. At the request of the Supervisory Board, other

executives attended the meetings to report on specific topics.

Representatives from Aegon’s external auditor PwC attended

the March 2022 Supervisory Board meeting on Aegon’s 2021

Annual Report. PwC also attended all 2022 Audit Committee

meetings, including the combined Supervisory Board Audit

and Risk Committee meeting. Regular Board meetings were

preceded or followed by meetings attended only by members

of the Supervisory Board and the Chief Executive Officer.

Furthermore, the Supervisory Board held meetings without

Executive Board or Management Board members present.

Aegon Integrated Annual Report

2022 |

Report of the Supervisory Board

Supervisory Board Committees

The Supervisory Board has four Committees that report

into the Supervisory Board meetings. Supervisory Board

members receive all minutes of the Committee meetings, and

the Board discusses the items reported by the Committees.

The four Committees are the:

•

Audit Committee

•

Risk Committee

•

Nomination and Governance Committee

•

Remuneration Committee

The Risk Committee is responsible for supervising

the activities with respect to the company’s enterprise

risk management framework and internal control systems.

The Audit Committee primarily relies on oversight and advice

from the Risk Committee for these topics, which is in line with

the Dutch Corporate Governance Code.

The Audit Committee

The Committee confirmed that all of its members qualified

as independent according to Rule 10A-3 of the SEC. The Chair

of the Audit Committee qualifies as a financial expert

according to the Sarbanes-Oxley Act in the United States

and the competence in accounting and auditing according

to the Audit Committee Decree 2016 ("Besluit instelling

auditcommissie"), section 2(3).

Role and responsibilities

As Aegon has both an Audit Committee and a Risk

Committee, the risk management responsibilities outlined

in the Dutch Corporate Governance Code are assigned

to the 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 and Risk Committees

is scheduled on an annual basis.

The main role and responsibilities of the Audit Committee are

to assist and advise the Supervisory Board in fulfilling its

oversight responsibilities regarding:

•

The integrity of the consolidated quarterly, half-yearly and

full-year financial statements and financial reporting

processes.

•

Internal control systems and the effectiveness of the

internal audit process.

•

The performance of the external auditors and the

effectiveness of the external audit process, including

monitoring the independence and objectivity of the

external auditor.

The Audit Committee reports to the Supervisory Board

on its activities, identifying any matters about which

it considers action or improvements are needed, and making

recommendations as to the steps to be taken. For more

information about the functioning of the Audit Committee,

please see the Audit Committee Charter on

aegon

.com

Committee meeting attendance

Audit Committee meetings were attended by, among others,

the members of the Audit Committee, Aegon's Chief Financial

Officer, the Head of Corporate Financial Center, the Chief

Risk Officer, the Chief Internal Auditor, and partners of PwC,

Aegon's external auditor.

Members of Aegon's Group Risk, Group Legal, Group

Compliance, Investor Relations, Group Tax, Human Resources,

Actuarial, and Business departments regularly attended

Audit Committee meetings. Aside from the Audit Committee

meetings, additional sessions were held with internal and

external auditors, and the Global Head of Compliance,

without management being present.

Financial reporting

In discharging their responsibilities with regard to the 2022

interim and full year financial statements, the Audit

Committee:

•

Reviewed and discussed the management letter and

follow-up actions with the Executive and the Management

Boards, Internal Audit, and PwC.

•

Discussed PwC's report leading to a review opinion on the

interim financial statements.

•

Considered presentations on various topics by local

business unit managers, chief financial officers, Internal

Audit, and the compliance and legal functions.

•

Reviewed and discussed areas of significant judgments in

the preparation of the financial statements, including, in

particular, investment valuation and impairments,

accounting changes, economic and actuarial assumption

setting, and model validations.

•

Reviewed and approved the internal and external audit

plans and monitored execution, including progress in

respect of recommendations made.

The Audit Committee was satisfied with the explanations

provided by the Executive and Management Boards, Internal

Audit, and PwC, and the conclusions reached. Recurring

items on the Audit Committee agenda in 2022 were Solvency

II developments, controls, capital and liquidity, the quarterly

legal and compliance reports, the annual whistleblower

overview, and the IFRS 17 implementation progress. Other

items included non-financial reporting, tax updates, capital

plans, funding plans, the systemic integrity risk assessment,

the Annual Report, the progress on finance and actuarial

modernization programs, the auditor rotation process, and

the performance review of the internal audit function and

external auditor.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Risk management and internal controls

With respect to their oversight of internal controls (other than

those where oversight is carried out via the Risk Committee),

the Audit Committee:

•

Discussed quarterly updates on the activities of the

internal audit function, together with details of progress on

internal audits with the internal auditor. Areas of focus

include, amongst others, the Internal Audit strategy, audit

planning process, Internal Audit charter, Internal Audit

functional governance, quality assurance reviews, issue

tracking and resolution, control environment, and results

of audits in the areas of information and cybersecurity,

Solvency II, third-party management and administration

partnerships, General Data Protection Regulation,

performance management and integrity.

•

Reviewed the internal control framework, among others

with respect to the Sarbanes-Oxley Act.

•

Discussed the internal control statement with the

Executive Board.

External audit effectiveness

The external auditor has been appointed by the shareholder

for the period 2021-2023. Aegon has well-established

policies on audit effectiveness and independence of auditors

that set out, among other things:

•

The review and evaluation of the external auditor and the

lead partner of the external audit team on at least an

annual basis.

•

Non-audit services performed by the external auditor.

•

Rotations of the external auditor.

The Audit Committee established that the policies were

properly followed and adhered to. For more information about

the policies relating to the effectiveness and independence

of the external auditor, please see Annexes A, B and C of

the Audit Committee Charter on

aegon

.com

Audit rotation process

In 2021, the Audit Committee started the preparations

for the mandatory auditor rotation process

in line with regulations as the current auditor is nearing

the maximum audit term of 10 years, ending after the audit

of Aegon’s financial statements over 2023. In 2022, the Audit

Committee in close collaboration with the Supervisory

Board mandated a Selection Committee to conduct an audit

tender process. The Selection Committee consisted

of three Audit Committee members and two members

of Aegon’s Finance management. The Selection Committee

oversaw the execution of the audit tender process which

was performed by a Steering Committee supported by a

dedicated project team consisting of employees of Corporate

Center and Business Units. The amended Audit Directive

(2014/56/EU) and the Audit Regulation (537/2014/EU),

which prescribe specific requirements on the appointment

of statutory auditors or audit firms, have been considered

in the audit tender process. In addition, the Selection

Committee considered the report of the AFM published

in February 2021, which provides recommendations

on the external auditor selection.

The unanimous recommendation from the Selection

Committee to the Audit Committee was to propose that EY be

elected as Aegon’s external auditor from January 1, 2024.

The Selection Committee recommended the appointment

for a tenure of five years. The Audit Committee agreed with

the recommendation made by the Selection Committee.

It was proposed to the Supervisory Board to recommend

the Annual General Meeting to appoint EY as the Groups’ next

external auditor effective January 1, 2024.

The Risk Committee

Role and responsibilities

The main role and responsibilities of the Risk Committee are

to assist and advise the Supervisory Board in fulfilling its

oversight responsibilities regarding the effectiveness of the

design, operation, and appropriateness of both the Enterprise

Risk Management (ERM) framework and the internal control

systems of the company and the subsidiaries and affiliates

that comprise Aegon. This includes:

•

Risk strategy, risk tolerance, and risk governance

•

Product development and pricing

•

Risk assessment

•

Risk responses and internal control effectiveness

•

Risk limits and monitoring

•

Risk reporting

•

Operational risk, and

•

Non-financial risk.

Furthermore, the Risk Committee regularly reviews

risk exposures as they relate to capital, earnings,

liquidity, operations, and compliance with risk policies.

The company's risk management is an important topic for

the Supervisory Board.

The Risk Committee works closely with the Audit Committee.

One combined meeting was held in December 2022.

The combined meeting focused on the 2023 global risk plan,

model validation, credit risk, information security, global

incident response plans, and volatility in interest rates.

For more information about the functioning of the Risk

Committee, please see the Risk Committee Charter

aegon

.com

Committee meetings attendance

The company's Chief Executive Officer and Chief Risk Officer

attended all the Committee meetings. The Chair of the Risk

Committee granted the Global Chief Audit Executive

a standing invitation to all the Risk Committee meetings.

Other Management Board members and senior managers

attended the meetings when relevant to the discussion.

Aegon Integrated Annual Report

2022 |

Report of the Supervisory Board

Risk management and Internal controls

Recurring items on the Risk Committee agenda in 2022 were

risk exposure information, risk policy compliance

monitoring, risks associated with IT and information security,

as well as risks associated with COVID-19 and strategic

change programs in the company. The Risk Committee

assessed the effectiveness of the design and operation of

the Enterprise Risk Management framework and internal

control systems in 2022 by:

•

Discussing the quarterly risk dashboard, including all

material group level risks, with the Executive Board, Chief

Risk Officer, and relevant senior managers. The material

group level risks consisted of financial, underwriting, and

operational risks, including cybersecurity and information

security risk. Specific attention was paid to the impact of

the war in Ukraine, inflation risk, hedging, rapidly rising

interest rates, liquidity and credit risk, people risk, and the

delivery of the regulatory roadmap of Aegon the

Netherlands.

•

Assessing a quarterly dashboard that outlined risks with

regard to the execution of the strategic change programs

in each region, and how those risks were monitored and

mitigated.

•

Reviewing Aegon's risk appetite, which consists of the risk

strategy, risk tolerances and indicators.

•

Reviewing the risk governance structure and risk

competencies, including the skills and resources

necessary for the risk function.

The Risk Committee spent time on emerging risks and the

business environment risks, the identification and monitoring

of non-financial risks – and in particular related to ESG and

sustainability reporting – assumption and model changes,

the actuarial function report, data protection, the impact

of market risk on the annual budget plan, reinsurance

developments, material outsourcing, product and distribution

risk, the DNB Risk Score Report, and on a number

of important asset and liability management and hedging

topics across the company. Also, and on the request

of the Risk Committee, deep dives on Information Security

per region were provided. In addition, the Risk Committee

dedicated time to wider global developments, such as the

geopolitical environment, and the development of financial

markets in 2022, including global inflation rates. Finally,

in the context of the transaction with a.s.r., the Risk Committee

discussed the risks in relation to the transaction and the

disentanglement of Aegon the Netherlands.

The Nomination and Governance Committee

Role and responsibilities

The main role and responsibilities of the Nomination and

Governance Committee are to assist and advise the

Supervisory Board in fulfilling its responsibilities in the areas

of Human Resources Management and Corporate

Governance. This includes:

•

Board member and senior management succession

planning.

•

Drawing up selection criteria and procedures for the

appointment of Board members, together with supervising

the selection criteria and procedures for senior

management.

•

Advising on and proposing nominations, appointments,

and reappointments.

•

Assessing and advising on the approach to sustainability

as part of the corporate strategy and overseeing the

execution thereof.

•

Reviewing and updating the Supervisory Board profile and

charters for the Supervisory Board and its committees.

•

Periodically assessing the functioning of individual

members of the Supervisory Board and the

Executive Board.

•

Overseeing the corporate governance structure of the

company, compliance with the Dutch Corporate

Governance Code and any other applicable corporate

governance legislation and regulations.

Committee meetings attendance

In addition to the committee members, these meetings were

attended in whole or in part by the CEO, the Global Head

of Human Resources, and the General Counsel.

Supervisory Board-related activities

The Nomination and Governance Committee discussed

the composition of the Supervisory Board and its

Committees, thereby addressing succession planning and

diversity. The profiles of Supervisory Board members, as well

as their capabilities, also in terms of working collectively

with other members of the Supervisory Board, were debated

by the Committee.

With the appointment of Ms. Fawcett and the reappointment

of Ms. Wortmann-Kool, a well-balanced composition in terms

of gender diversity, nationality, and backgrounds has been

ensured, which also does justice to the geographical spread

of Aegon’s activities.

The Supervisory Board noted the new Act on Diversity and

is complying with this Act when addressing (re)appointments.

In future searches for a new Supervisory Board member,

the Committee continues to adhere to the improved

attraction and selection practices, including reaching

a broader pool of diverse candidates.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

A Supervisory Board competency overview is published

aegon

.com

Executive and Management Board-related activities

During 2022, the Nomination and Governance

Committee reviewed the composition of the Management

Board and was informed – and consulted on –

the succession of Management Board vacancies, and

on certain appointments of key management.

The Committee was also kept apprised of major

organizational changes, developments in employee

engagement, and talent management. Also, the Committee

discussed the annual Global Employee Survey, which was

conducted at the end of 2022.

Further to the activities mentioned above, the Nomination

and Governance Committee discussed senior management

team developments and governance matters and structures,

also in relation to the material business units and functions.

The Nomination and Governance Committee also reviewed

the important outside board positions of the members

of the Management and Supervisory Boards and discussed

specific appointments to important outside board positions

where applicable. The Nomination and Governance

Committee has furthermore discussed the potential

governance implications of the a.s.r. transaction.

Sustainability

In 2022, the Committee was kept apprised of regulatory and

business developments in the area of ESG and discussed

the regulatory framework and reporting standards in both

Europe and the US, and the impact thereof on Aegon.

The Committee was frequently updated on the development

of the Sustainability Roadmap 2025 and discussed, amongst

others, the sustainability approach, goals, performance

indicators, and the value of the Sustainability Roadmap for

both Aegon and Aegon’s stakeholders. The Committee also

regularly discussed updates on the Net-Zero Asset Owner

Alliance commitments.

Diversity

Enhancing diversity in the Executive, Management, and

Supervisory Boards is an important goal for Aegon. Selection

and appointment are based on expertise, skills, and relevant

experience, and the Supervisory Board takes diversity into

account with a view to achieving its aim of having a balanced

Supervisory, Executive, and Management Board composition.

In 2017, the Supervisory Board adopted a diversity policy

for the Executive, Management, and Supervisory Boards.

The purpose of the diversity policy is to have a more

balanced and diverse composition of the Supervisory Board,

the Executive Board, and the Management Board in terms

of nationality, age, gender and educational, professional, and

geographical background and experience of the individual

members. The Committee now strives to have at least

33% female representation in the Supervisory Board, and

the combined Executive Board and Management Board.

In 2022, the Committee continued its discussions on the new

"Act on Diversity", which is aimed at improving gender

diversity in (boards of) Dutch companies. The Committee

reviews the implementation thereof within Aegon. The actions

being taken by the company to address the requirements

of the Act are covered on page 62 of the Integrated

Annual Report.

In the current Supervisory Board composition, there are four

female members out of nine members in total. This means

that Aegon complies with the requirement under Dutch law

that at least one-third of the Supervisory Board positions

should be filled by women and at least one-third by men.

With the appointment of a new Chief Risk Officer as of March

1, 2022 and the appointment of the new Chief Technology

Officer as of February 7, 2022, there are four female

members out of twelve Management Board members in total,

which means that Aegon achieved the minimum female

representation in the Management Board that it strives for.

More information on diversity within the Board is available

in the Supervisory Board Composition and Competency

overview and in Chapter 7 (Diversity) of the Corporate

Governance Statement – as published on

aegon

.com

Aegon Integrated Annual Report

2022 |

Report of the Supervisory Board

The Remuneration Committee

Role and responsibilities

The Remuneration Committee is designated to safeguard

sound remuneration policies and practices within the

company by overseeing the development and execution of

these policies and practices. In order to ensure that the

remuneration policies and practices take all types of risks

properly into account, in addition to considering liquidity and

capital levels, the Remuneration Committee assesses in

particular the remuneration governance processes,

procedures, and methodologies adopted. Furthermore, the

Committee ensures that the overall remuneration policy is

adhered to and is consistent with the longer-term strategy of

the company and the longer-term interests of its

shareholders, investors, and other stakeholders. This includes:

•

Reviewing Aegon's Global Remuneration Framework and

making recommendations on the remuneration policies.

•

Overseeing the remuneration of the Executive Board and

Heads of Group Control functions.

•

Preparing recommendations regarding variable

compensation both at the beginning and at the end of the

performance year.

•

Preparing the information provided to shareholders on

remuneration policies and practices, including the

Remuneration Report.

The Remuneration Committee oversaw the application,

implementation, and approval of Aegon's Group Global

Remuneration Framework and the various policies and

procedures related to it, including the Remuneration Policy for

Material Risk Takers. The above included:

•

Setting the outcome of the 2021 Group Performance

Indicators and of the 2021 Individual Performance

Indicators for Executive Board members, and allocating

variable compensation related to 2021 where required.

•

Setting the 2022 Individual Performance Indicators for

Executive Board members.

•

Setting the 2022 Group Performance Indicators and

targets for remuneration purposes.

•

Preparing for the 2023 performance indicators.

•

Reviewing and/or approving the ex-ante risk assessments

and ex-post risk assessments, any exemption requests (for

example, sign-on arrangements) under the remuneration

policies, and changes to the list of Material Risk Takers.

•

Reviewing the related Remuneration Report.

Committee meetings attendance

In addition to the committee members, these meetings were

attended in whole or in part by the CEO, the Global Head

Human Resources, and the General Counsel.

Annual Accounts

This Integrated Annual Report includes the Annual Accounts

for 2022, which were prepared by the Executive Board and

discussed by both the Audit Committee and the Supervisory

Board. The Annual Accounts are signed by the members

of the Executive Board and the Supervisory Board and

will be placed on the agenda of the 2023 Annual General

Meeting of Shareholders for adoption. The Supervisory Board

recommends that shareholders adopt the annual accounts.

Acknowledgment

The members of the Supervisory Board would like

to encourage the strategic progress that has been made

and acknowledges the impact it has on Aegon’s employees

and other stakeholders. Despite the level of change,

the employees continue to serve Aegon’s customers with full

dedication and appreciation. The Supervisory Board would

like to thank the Executive Board and management for their

efforts in setting and guiding the continuous change.

The Hague, the Netherlands, March 15, 2023

William L. Connelly

Chairman of the Supervisory Board of Aegon N.V.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Remuneration Report

The 2022 Remuneration Report from our Remuneration

Committee, on behalf of the Supervisory Board

Introduction

This report has been prepared by the Remuneration

Committee of the Supervisory Board, which was led

by the Committee’s Chairman Mr. Ben J. Noteboom and

was approved by the Supervisory Board. In the first chapter,

the Remuneration Committee presents an overview

of the business and remuneration highlights in 2022 and

a look ahead to 2023. This is followed by chapter two,

which contains a general introduction to remuneration

at Aegon. The third chapter is the 2022 Supervisory

Board Remuneration Report, which contains a summary

of the Supervisory Board Remuneration Policy that was

applicable in 2022 and the Supervisory Board remuneration

over the recent years. In chapter four, the 2022 Executive

Board Remuneration Report provides a summary

of the Executive Board Remuneration Policy that was

applicable in 2022, the Executive Board remuneration

over the recent years, and the 2023 Executive Board

performance indicators.

1. Business and remuneration highlights

This chapter presents an overview of the business and

remuneration highlights in 2022 and a look ahead to 2023.

2022 Business highlights

Despite challenging market circumstances in 2022,

Aegon made significant progress in further strengthening

the balance sheet and in improving the operational

performance. Free cash flows increased from

EUR 729 million in 2021 to EUR 780 million in 2022. As a

result, Aegon met the targeted cumulative free cash flow

for the period 2021 to 2023 a year ahead of schedule.

The operating result amounted to EUR 1,918 million in 2022

and was stable compared with 2021 (EUR 1,906 million).

The result was supported by expense savings, benefits

from growth initiatives, improved claims experience, and

strengthening of the US dollar. This was offset by lower fees

due to adverse market movements and outflows in Variable

Annuities and Asset Management. Between the launch

of the operational improvement plan and the end of 2022,

a total of 1,199 initiatives have been executed, of which

921 are related to expense savings. As of year-end 2022,

the operational improvement plan resulted in EUR 366 million

in the addressable expense savings compared with 2019

(was EUR 244 million by the end of 2021). This meant 92%

of the targeted expense savings of EUR 400 million by 2023

were achieved. Market consistent value of new business

remained broadly stable at EUR 526 million, while it was

EUR 538 million in 2021. Improved results for US Life together

with favorable currency movements were offset by a reduced

result for US Workplace Solutions and by a less favorable

product in International, including a lower demand for critical

illness products in China.

Business performance highlights

2022

2021

Free cash flows (in EUR million)

780

729

Operating result (in EUR million)

1,918

1,906

Addressable expense savings (in EUR million)

366

244

Market consistent value of new business (in EUR million)

526

538

2022 Remuneration highlights

At the Annual General Meeting of Shareholders on May 31,

2022, shareholders were asked to cast an advisory vote

on the 2021 Remuneration Report. The 2021 Remuneration

Report was approved with 97.50% of the votes cast,

which was comparable to 2020 (97.99%). The readability

of the report was further increased by making the disclosures

more concise by combining several tables regarding

the allocated remuneration and related IFRS expenses.

In 2022, Aegon paid out EUR 256 million in variable

compensation and 38 employees received EUR 1 million

or more in total annual compensation (that is, the sum

of fixed compensation, variable compensation, and pension

contributions paid in 2022). These employees worked for

Aegon's Corporate Center, Aegon Americas, Aegon UK, and

Aegon Asset Management.

For serving as an Executive Board member in 2022,

Mr. Friese received EUR 1,559,250 in fixed compensation

(2021: EUR 1,485,000) and Mr. Rider received EUR 987,998

(2021: EUR 968,394). For Mr. Friese this included a 5%

increase per January 2022. Mr. Rider’s fixed compensation

level was not changed during 2022. For that same

period, Mr. Friese was allocated EUR 3.6 million in total

compensation (2021: EUR 3.5 million) and Mr. Rider

EUR 2.3 million (2021: EUR 2.3 million).

Aegon Integrated Annual Report

2022 |

Remuneration Report

The 2022 CEO pay ratio was 23.5 (2021: 28.0, 2020: 32.2).

This ratio was based on the EU-IFRS remuneration expenses

for Mr. Friese and for Aegon’s employees in 2022, which have

been audited. The annual expenses for Mr. Friese’s total

compensation were EUR 3.1 million (2021: EUR 2.9 million).

The average expenses for the employees’ total compensation

were EUR 134 thousand (2021: EUR 105 thousand

), which

were calculated by:

•

The total EU-IFRS remuneration expenses for all

employees, which are the total employee expenses minus

the CEO remuneration expenses: EUR 2,094 million – EUR

3.1 million = EUR 2,091 million.

•

Divided by the number of employees in scope, which are

the total number of employees minus employees in joint

ventures and associates (as their expenses are not

included in note 14 given the partial consolidation for

these businesses) and minus the CEO: 19,087 – 3,507 – 1

= 15,579 employees.

The Remuneration Committee took note that various

factors have influenced the CEO pay ratio. Mr. Friese’s 2022

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, higher inflation, and the impact

from a significant change in Aegon’s employee population

following the sale of Aegon Hungary, Aegon Turkey, and Aegon

Asset Management CEE. As these factors can be different

from year to year, the Committee does not have a preferred

ratio. Instead, all compensation within Aegon (including

for the Executive Board members) 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 2023

In accordance with the Executive Board remuneration

policy, the fixed compensation levels of Mr. Friese and

Mr. Rider have been increased by 5% as of January 2023.

Mr. Friese’s fixed compensation changed from EUR

1,559,250 to EUR 1,637,213 and that of Mr. Rider’s from

EUR 987,998 to EUR 1,037,397. These increases will keep

both aligned with internal and external compensation

levels, economic developments (e.g. inflation) and changes

to the compensation levels of other senior managers

in the Netherlands.

This figure continued to include expenses for the employees of Aegon the Netherlands. Please note that for this reason, the employee expenses deviate from what is

disclosed in note 14. In note 14, the employee expenses for employees of Aegon the Netherlands are out-of-scope, due to the intended sale of Aegon the Netherlands.

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) has been

designed in accordance with relevant rules and regulations,

including the Dutch Financial Supervision Act, the Dutch

Civil Code, the Dutch Corporate Governance Code, and

the Solvency II Legal Framework. All remuneration policies

within Aegon are derived from the GRF, such as the Executive

Board 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:

•

Attract, retain, motivate, and reward a highly qualified, and

diverse workforce.

•

Align the interests of executives, managers, and all other

employees with the business strategy and risk tolerance,

the values, and the long-term interests of Aegon.

•

Provide a well-balanced and performance-related

compensation package to all employees, taking into

account shareholder and other stakeholder interests,

relevant regulations, the corporate responsibilities, and

Aegon’s purpose, values, and behaviors.

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 company.

•

Firstly, Aegon’s remuneration is employee-oriented by

fostering a sense of value and appreciation in each

individual employee; promoting the short- and long-term

interests and wellbeing of Aegon’s employees through fair

compensation and supporting the career development

and mobility of employees.

•

Secondly, it is performance-related by establishing a clear

link between pay and performance by aligning objectives

and target setting with performance evaluation and

remuneration, reflecting individual as well as collective

performance in line with Aegon's long-term interests.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

•

Thirdly, it is fairness-driven by promoting fairness and

consistency in Aegon’s remuneration policies and

practices, avoiding discrimination, having gender-neutral

policies and practices paying equal for equal work, and by

providing total compensation packages in line with an

appropriately established peer group at a country and/or

functional level.

•

And lastly, Aegon’s remuneration is risk-prudent (see also

Risk Management in relation to Remuneration below).

Alignment with position in the financial industry

and society

Aegon is a large player in the global financial market. In this

position Aegon aims to create long-term value for various

stakeholders in the societies in which we operate:

Customers:

Aegon seeks to support its customers – who

include individuals, as well as group and corporate clients

– with a broad mix of investment, protection, and retirement

solutions, in addition to smooth and efficient customer

experiences. We measure our customers’ satisfaction

levels through benchmarked Net Promoter Scores. As part

of our wider responsibility to society, we promote financial

awareness and good health and wellbeing among financial

services users. This ambition goes hand in hand with our

responsible products approach; namely, to provide honest

and transparent product information and to extend our

solutions to underserved groups such as low-income earners.

Employees:

Aegon’s workforce comprises full- and part-

time employees, as well as tied agents and contractors.

In each case, we seek to maintain high levels of employee

engagement and wellbeing, and foster a supportive and

inclusive work environment. As our staffing needs evolve,

we dedicate significant attention to talent management, with

a focus on attracting and retaining highly talented employees,

and by offering extensive opportunities for training and skills

development. Employee engagement and wellbeing are

assessed through regular workforce surveys.

Business partners:

Aegon maintains a well-diversified,

global supply chain that is made up of distributors, joint

venture partners, reinsurers, sourcing partners, and suppliers

of goods and services. To this end, we employ responsible

supply chain practices that safeguard the interests and

wellbeing of all of Aegon’s partners, and seek to cultivate

positive long-term business relationships that reflect

our purpose and behaviors. The company-wide Vendor

Code of Conduct is an important tool that enables Aegon

to communicate its expectations and drive alignment along

the supply chain on important topics such as environmental

stewardship and inclusion and diversity.

Aegon selects Group Material Risk Takers for the Aegon N.V. legal entity based on the Solvency II selection criteria. Additionally, legal entities within the company

that are directly subject to the Capital Requirements Directive, Solvency Directive, the Alternative Investment Fund Managers Directive, and/or the Undertakings for

the Collective Investment in Transferable Securities Directive, select Local Material Risk Takers in accordance with the applicable selection criteria and local

regulatory requirements.

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 enable individuals

to take control of their finances and save for their own

retirement, reducing their reliance on public pension systems

and increasing financial stability in wider society. At the same

time, we aim to have a positive impact on the communities

in which we operate, through tax payments, charitable

donations, and volunteer work. More widely, Aegon seeks

to support a fair, equitable, and sustainable future society

by actively addressing climate change, inclusion and

diversity, and other prominent environmental and societal

concerns. Practical examples of this include Aegon’s net-zero

commitment and responsible investment approach.

To ensure that Aegon can continue to create this long-

term value for our stakeholders, it is critical to attract,

retain, motivate, and reward a highly qualified and diverse

workforce. Therefore, Aegon aims to offer market-competitive

remuneration that takes the specific role, responsibilities,

experience and expertise of the individual into account.

Remuneration typically consists of fixed compensation,

variable compensation (where in line with the local market

practice), pension, and other benefits. At hiring, in annual

compensation reviews and with promotions, compensation

decisions are based on reference information such as:

collective labor agreements, internal fixed and variable

compensation structures, compensation of direct

peers, external benchmark information, compensation

trends in the market, and economic developments (for

example, inflation).

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 Executive Board members, Material Risk Takers

and

Control Staff, as their roles and responsibilities require

tailored risk mitigating measures and governance

processes. These rules include minimum requirements

on deferred pay-out of variable compensation in non-

cash instruments, mandatory ex-ante and ex-post risk

assessments related to setting individual goals, allocation

Aegon Integrated Annual Report

2022 |

Remuneration Report

of variable compensation and pay-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,

before and after deferred variable compensation is paid).

Variable compensation

Variable compensation, if any, is capped at an appropriate

level as a percentage of fixed compensation. 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. In accordance with

the Dutch Financial Supervision Act, Aegon offered selected

Corporate Center employees variable compensation

up to 100% of fixed compensation in 2022 and continued

to comply with the related requirement that at least 75%

of its employees within the entire company were employed

outside the Netherlands. Aegon also 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 in positions that, based on local

market practice, could receive variable compensation that

exceeds 100% of fixed compensation. Aegon's capital

was not adversely impacted by the maximum variable

compensation that was paid out.

3. 2022 Supervisory Board Remuneration Report

The 2022 Supervisory Board Remuneration Report

has been prepared by the Remuneration Committee

of the Supervisory Board in accordance with the Dutch

Civil Code (article art 2:135b) and the Dutch Corporate

Governance Code. The Remuneration Committee was led

by the Committee’s Chairman Ben J. Noteboom. This report

was approved by the Supervisory Board.

This report contains a summary of the Supervisory

Board Remuneration Policy which applied to 2022 and

the Supervisory Board remuneration over the recent years.

Aegon’s Supervisory Board remuneration is subject

to various rules and regulations, including the Dutch Financial

Supervision Act, the Dutch Civil Code, the Dutch Corporate

Governance Code, and the Solvency II Legal Framework.

Supervisory Board Remuneration Policy in 2022

Aegon's Supervisory Board Remuneration Policy

is aimed at ensuring fair compensation and protecting

the independence of the Supervisory Board members.

The Supervisory Board Remuneration Policy that has been

applied in 2022 was adopted at the Annual General Meeting

of Shareholders on May 15, 2020. Since its adoption, this

policy has been subject to annual reviews by the Supervisory

Board and no changes have been proposed 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 requirements from the Dutch Civil Code.

The policy contributes to Aegon’s strategy, long-term

interests, and sustainability through the remuneration of the

Supervisory Board members in various ways:

•

The policy provides the Supervisory Board with the means

to attract, motivate, and retain competent, diverse, and

experienced Supervisory Board members for the long

term. This is essential for executing Aegon’s strategy and

safeguarding and promoting its long-term interests and

sustainability.

•

Supervisory Board members receive fixed remuneration

for their responsibilities that does not depend on Aegon's

results in order to protect their independence when

supervising the manner in which the Executive Board

members implement the long-term value creation

strategy. These responsibilities are part of the

membership of the Supervisory Board and its Committees

and the position of (Vice) Chairman of the Supervisory

Board and/or its Committees. The certainty of the fixed

compensation also allows Supervisory Board members in

their supervisory role to focus on the long-term interest

and sustainability of Aegon.

•

The Supervisory Board members receive fixed

remuneration for their activities, such as attending

Committee meetings and additional Supervisory Board

meetings, in order to regularly discuss the Aegon strategy,

the implementation of the strategy and the principal risks

associated with it, while taking into account the broader

long-term interests and sustainability of Aegon.

•

Supervisory Board members are only allowed to privately

own Aegon N.V. shares if this is a long-term investment,

aligning their interests with Aegon’s long-term interests.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

The Supervisory Board took Aegon’s position in the financial

industry and society, purpose, and values into account when

developing the policy and its changes:

•

Aegon is an integrated, diversified, international financial

services group based in the Netherlands. We offer

investment, protection, and retirement solutions. The

policy provides the Supervisory Board with the means to

attract, motivate, and retain Supervisory Board members

from various countries, predominantly based in the

Netherlands and the US. As Aegon is based in the

Netherlands, the policy considers the European Insurance

peers as well as Dutch General Industry peers to be the

relevant external reference for the Supervisory Board

member’s Remuneration. The policy is also influenced by

the European and Dutch rules and regulations on

(Executive) remuneration, which apply to Aegon as a result

of its identity (that is, being an insurance firm in Europe and

being a listed and financial company in the Netherlands).

•

Aegon’s purpose and values in place at the time were

taken into account by the Supervisory Board when the last

changes to the policy were proposed in 2020.

•

The policy continues to align with our new company

purpose (

helping people live their best lives

) and related

values (we tune in, we step up, and we are a force for good).

Furthermore, the Supervisory Board will take the new

purpose and values into account when a new or revised

policy is developed in the future.

The Supervisory Board has not taken the compensation

structures and levels at Aegon into account as the fee-

based compensation structure for Supervisory Board

members differs significantly from the Aegon compensation

structures and levels.

The Supervisory Board members are entitled to the following

fees (see also the table below):

•

A base fee for membership of the Supervisory Board. No

separate attendance fees are paid to members for

attendance at the regular Supervisory Board meetings.

•

An attendance fee for each extra Board meeting attended,

be it in person or by video and/or telephone conference.

•

A committee fee for members on each of the Supervisory

Board’s Committees.

•

An attendance fee for each Committee meeting attended,

be it in person or through video and/or telephone

conference.

•

An additional fee for attending meetings that require

intercontinental, continental, or US interstate travel

between the Supervisory Board member's home location,

and the meeting location.

Base fee for Supervisory Board membership

EUR / year

Chairman

84,000

Vice-Chairman

52,500

Member

42,000

Fee for Supervisory Board committee membership

EUR / year

Chairman of the Audit or Risk Committee

13,650

Member of the Audit or Risk Committee

8,400

Chairman of other committees

10,500

Member of other committees

5,250

Attendance fees

EUR

Committee meeting

3,150

Extra Supervisory Board meeting

3,150

Travel fees

EUR

Intercontinental

4,200

Continental or US interstate

2,100

Each of these fees is a fixed amount. Each quarter Aegon

pays the fees that the Supervisory Board members earned

during that period. Where required, Aegon pays the employer

social security contributions in the home country

of the Supervisory Board member. The employee social

security contributions in the home country, if any, are paid

by the Supervisory Board member.

Aegon Integrated Annual Report

2022 |

Remuneration Report

The Supervisory Board members do not receive any

performance or equity-related compensation, and do not

accrue pension rights with Aegon. These measures are

designed to ensure the independence of Supervisory

Board members and to strengthen the overall effectiveness

of Aegon's corporate governance.

The Supervisory Board regularly assesses the

competitiveness of the Supervisory Board’s remuneration

structure and levels against peer companies with data

provided by Willis Towers Watson. For this purpose, the

Supervisory Board selected a primary set of peer group

companies according to the following criteria:

•

Industry: Insurance, with a preference for life insurance.

•

Size: Average market capitalization, employees, revenue,

and total assets.

•

Geographic scope: Preferably companies that operate

globally.

•

Location: Headquarters based in Europe, excluding UK

(because the non-executive directors typically have

different responsibilities compared to their continental

European counterparts).

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 Board

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 Supervisory Board selects a secondary peer

group according to the following criteria, in order to monitor

alignment with the General Industry in the Netherlands:

•

Industry: General industry and listed on the AEX.

•

Size: Average market capitalization, employees, revenue,

and total assets.

•

Location: Headquarters based in the Netherlands.

Based on these criteria, the current secondary peer group

consists of the following 12 AEX 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 with Signify). This peer group

is identical to the Dutch peer group for the Executive Board.

The Remuneration Committee may recommend changes

to the fee levels or structure of the Supervisory Board

members, based on the results of a competitiveness review

and economic developments in the Netherlands. Such

recommendations would be discussed by the Supervisory

Board, which can support, revise, or reject them.

The Supervisory 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.

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 2022.

Information on members of the Supervisory Board and

the composition of its four committees can be found

in the report of the Supervisory Board in this Integrated

Annual Report 2022.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Supervisory Board remuneration in recent years

The table below shows the fees and benefits that have been

allocated to and paid for each Supervisory Board member

in the calendar years 2020, 2021, and 2022, in accordance

with the Supervisory Board remuneration policy that applied

at the time. In line with the Supervisory Board Remuneration

Policy, the fees have been indexed with 5% in January 2022

compared to the fee levels in January 2020, in response

to the economic developments in the intervening period.

There were no deviations from this policy in these years.

The table also includes the total IFRS expenses that were

recognized for the compensation of the Supervisory Board

members in 2020, 2021 and 2022.

In EUR thousand

Year

Base fees

Attendance

fees

Benefits

Total

compensation

William L. Connelly

2022

100

217

2021

162

2020

144

Mark A. Ellman

2022

132

2021

102

2020

Ben J. Noteboom

2022

138

2021

107

2020

Corien M. Wortmann - Kool

2022

151

2021

112

2020

111

Dona D. Young

2022

152

2021

119

2020

127

Caroline Ramsay

2022

183

2021

121

2020

Thomas Wellauer

2022

136

2021

111

2020

Jack McGarry

2022

154

2021

Karen Fawcett (as of May 31, 2022)

2022

Ben van der Veer (up to May 15, 2020)

2020

Total compensation

2022

551

605

184

1,340

2021

476

351

896

2020

430

297

752

Recognized IFRS expenses

2022

551

605

184

1,340

2021

482

357

911

2020

459

321

806

In 2022, there were four additional Supervisory Board calls and two Supervisory Board sub-committee calls, for which the participants received attendance fees.

Mr. Connelly received attendance fees for joining the combined audit and risk committee meeting on December 7, 2022 (EUR 3,150) and on December 7, 2021

(EUR 3,000). Mr. Connelly, Mr. Ellman, and Mr. Noteboom received an attendance fee of EUR 3,000 for joining the audit committee call on March 16, 2021.

Mr. Connelly received attendance fees for meetings outside the regular Supervisory Board meeting cycle (EUR 18,900 in 2022 and EUR 6,000 in 2021). In 2022,

Ms. Ramsay, Ms. Wortmann - Kool, and Mr. McGarry received EUR 18,900 in attendance fees related to the audit tender process. For the same purpose,

Mr. Wellauer received EUR 3,150 in attendance fees in 2022.

Benefits cover the travel fees for all Supervisory Board members and the mandatory employer social security contributions in the home countries of Ms. Ramsay

(UK) and Mr. Wellauer (Switzerland). Mr. Connelly received travel fees for attending meetings outside the regular Supervisory Board meeting cycle (EUR 8,400 in

2022 and EUR 2.000 in 2021). In 2022, Ms. Ramsay and Mr. McGarry received EUR 2,100 in travel fees related to the audit tender process.

Based on a Decree of the Dutch State Secretary of Finance which came into force as from May 7, 2021, the Supervisory Board fees were not subject to Dutch VAT

anymore, retroactively as from June 13, 2019. Therefore, Aegon has not paid Dutch VAT anymore on the fees of the Supervisory Board Members as from Q2 2021.

Additionally, Aegon reclaimed VAT for the period Q3 2019 - Q1 2021, except for its Supervisory Board members based in the Netherlands for practical reasons.

Aegon Integrated Annual Report

2022 |

Remuneration Report

The table below presents the total compensation (fees and

benefits) that was awarded and due in the last five calendar

years on an annualized basis and the year-on-year annual

change in total compensation. This compensation was paid

in accordance with the Supervisory Board 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 and non-financial business performance,

the inflation in the Netherlands, and the average employee

compensation over the same period.

In EUR thousand

Annualized

2018

2019

2020

2021

2022

William L. Connelly

Compensation

119

169

144

162

217

Change

42%

(15%)

13%

34%

Mark A. Ellman

Compensation

103

115

102

132

Change

12%

(15%)

30%

Ben J. Noteboom

Compensation

103

107

138

Change

20%

(6%)

10%

29%

Corien M. Wortmann - Kool

Compensation

103

123

111

112

151

Change

19%

(10%)

35%

Dona D. Young

Compensation

121

158

127

119

152

Change

31%

(20%)

(6%)

28%

Caroline Ramsay (as of May 15, 2020)

Compensation

108

121

183

Change

12%

51%

Thomas Wellauer (as of May 15, 2020)

Compensation

111

136

Change

18%

22%

Jack McGarry (as of June 3, 2021)

Compensation

105

154

Change

46%

Karen Fawcett (as of May 31, 2022)

Compensation

131

Change

Ben van der Veer (up to May 15, 2020)

Compensation

101

118

131

Change

17%

11%

Robert W. Dineen (up to Oct 11, 2019)

Compensation

101

Change

Aegon net result based on EU-IFRS

In EUR million

741

1,525

1,701

(2,504)

Aegon business performance

Target = 100%

106%

79%

57%

123%

113%

Inflation in the Netherlands

Consumer Price Index

1.7%

2.6%

1.3%

2.7%

10.0%

Average employee compensation

In EUR thousand

104

115

110

105

134

Annual change

11%

(4%)

(5%)

28%

Remuneration amounts are annualized for Supervisory Board members who joined or left during a calendar year.

The weighted average Aegon financial and non-financial business performance, expressed as a percentage on a performance scale with 50% as the threshold,

100% as the target and 150% as the maximum, as used for the allocation of variable compensation in the applicable year.

Consistent with the CEO pay ratio calculation, the average employee compensation is based on the audited total EU-IFRS remuneration expenses for all

employees divided by the number of employees in scope for these expenses.

4. 2022 Executive Board Remuneration Report

The 2022 Executive Board Remuneration Report

has been prepared by the Remuneration Committee

of the Supervisory Board in accordance with the Dutch

Civil Code (article art 2:135b) and the Dutch Corporate

Governance Code. The Remuneration Committee was led

by the Committee’s Chairman Ben J. Noteboom. This report

was approved by the Supervisory Board.

This report contains a summary of the Executive Board

Remuneration Policy that applied to 2022, the Executive

Board remuneration over the recent years, and the 2023

Executive Board performance indicators.

Executive Board Remuneration Policy in 2022

The Supervisory Board has the overall responsibility for

Aegon’s Remuneration Policies, including the Executive Board

Remuneration Policy. The Executive Board Remuneration

Policy that has been applied in 2022 was adopted

at the Annual General Meeting of Shareholders on May

15, 2020. Since its adoption, this policy has been subject

to annual reviews by the Supervisory Board and no changes

have been proposed 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

requirements from the Dutch Civil Code.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

The current policy contributes to Aegon’s strategy, long-term

interests and sustainability through the remuneration of the

Executive Board members in various ways:

•

The policy provides the Supervisory Board with the means

to attract, motivate, and retain competent and experienced

Executive Board members for the long term. This is

essential for executing Aegon’s strategy and safeguarding

and promoting its long-term interests and sustainability.

•

The leading performance indicator categories for the

successful execution of Aegon’s strategy are capital,

growth, and strategy. To support the execution of Aegon’s

strategy, the policy makes these performance indicator

categories mandatory for the Executive Board member.

•

Aegon strives to create long-term value for its

stakeholders and the communities in which it operates.

Due to the nature of Aegon’s business, value created is

often financial, but it may also be social, economic, or

environmental. The policy directly aligns Executive Board

members’ personal long-term interests with those of

Aegon and its shareholders by paying a significant part of

the Executive Board members’ variable compensation

(two-thirds) in shares, which must be held for five years

after completion of the performance period. The pay-out in

these restricted shares is combined with prohibiting

Executive Board members using personal hedging

strategies or insurance, which could undermine this

long-term alignment of interests. Additionally, Executive

Board members are aligned with the long-term interests of

Aegon, its shareholders, and other stakeholders through

the use of mandatory performance indicator categories of

earnings, shareholders, and other stakeholders.

•

Aegon is committed to doing business responsibly and in

a sustainable way. Variable compensation of Executive

Board members can be adjusted downwards (that is,

malus) or clawed-back in cases where certain

performance has not been achieved in a sustainable way.

This includes but is not limited to significant risk and

compliance incidents, insufficient response to such

incidents and/or insufficient evidence of embedding of

good standards of practice, such as sound and

responsible business practices, and integrity of products

and services delivered. Additionally, the policy makes the

performance indicator category environmental, social and

governance (ESG), mandatory for Executive Board

members to support this approach to doing business.

The Supervisory Board took Aegon’s position in the financial

industry and society, purpose, and values into account when

developing the policy and its changes:

•

Aegon is an integrated, diversified, international financial

services group based in the Netherlands. We offer

investment, protection, and retirement solutions. The

policy provides the Supervisory Board with the means to

attract, motivate, and retain Executive Board members

who are competent and experienced to run Aegon in this

specific context. As the Executive Board members are

based in the Netherlands, the Policy considers the

European insurance peers as well as Dutch general

industry peers to be the relevant external reference for

Executive Remuneration. The Policy is also strongly

influenced by the European and Dutch rules and

regulations on (Executive) remuneration which apply to

Aegon.

•

Aegon’s purpose and values in place at the time were

taken into account by the Supervisory Board when the last

changes to the policy were proposed in 2020.

•

The policy continued to align with our new company

purpose (

helping people live their best lives

) and related

values (we tune in, we step up, and we are a force for good).

Furthermore, the Supervisory Board will take the new

purpose and values into account when a new or revised

policy is developed in the future.

Aegon’s Executive Board remuneration is subject to various

rules and regulations, including the Dutch Financial

Supervision Act, the Dutch Civil Code, the Dutch Corporate

Governance Code, and the Solvency II Legal Framework. The

most prominent requirements thereof are:

•

The total variable compensation amount that is allocated

to an Executive Board member for a performance year

cannot exceed 100% of the fixed compensation level.

•

Variable compensation should be based on a mix of Aegon

and personal performance, with at least 50% weight on

non-financial performance.

•

A substantial portion of any variable compensation award

should be paid in a non-cash instrument (for example,

Aegon shares) and should be deferred for at least three

years. Additionally, awarded shares should be restricted

for five years. With a three-year vesting period, this

requires an additional holding period of two years.

•

Aegon can claw-back any variable compensation which

has been paid (cash and shares) in specific circumstances

such as a material financial restatement or individual

gross misconduct.

These are also the main reasons why Aegon operates one

Executive Board variable compensation plan per year, with

a single variable compensation award which is subsequently

split into cash and shares, rather than operating separate

Short-Term Incentive (cash) and Long-Term Incentive

(share) Plans.

Aegon Integrated Annual Report

2022 |

Remuneration Report

The Remuneration Committee may recommend

policy changes to the Supervisory Board. In that case,

the Remuneration Committee will conduct scenario

analyses to determine the long-term effects on the level and

structure of compensation granted to each Executive Board

member, and reports their findings to the Supervisory Board.

The Supervisory 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.

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 2022.

Total compensation

Total compensation for Executive Board members is defined

in the Executive Board Remuneration Policy as a combination

of fixed compensation, variable compensation, pension, and

other benefits. The Supervisory Board determines and

regularly reviews the appropriate selection of remuneration

elements and their (maximum) remuneration level for

Executive Board members 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 Supervisory Board takes the specific role,

responsibilities, experience, and expertise of Executive Board

members into account as well as internal and external

reference information:

•

The internal references are the compensation structure

and levels of the members of the Management Board of

Aegon N.V. and the annual compensation changes of the

general employee population and senior managers within

Europe and the Netherlands specifically.

•

The external references are compensation trends in the

market, economic developments (for example, inflation) as

well as quantitative assessments of the competitiveness

against a peer group of insurance companies in Europe

and a peer group of companies based in the Netherlands.

•

Additionally, the Remuneration Committee conducts a

scenario analysis in case of a policy change to determine

the long-term effect on the remuneration structure and

level of each Executive Board member, and reports their

findings to the Supervisory Board.

The European Insurance peer group was selected by the

following criteria:

•

Industry: Insurance, with a preference for life insurance

•

Size: Average market capitalization, employees, revenue,

and total assets

•

Geographic scope: Preferably companies that operate

globally

•

Location: Headquarters based in Europe

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 Supervisory Board, as the latter excludes UK companies

where non-executive directors typically have different

responsibilities compared to their continental European

counterparts.

The Dutch peer group was selected by the following criteria:

•

Industry: general industry and listed on the AEX.Size:

Average market capitalization, employees, revenue and

total assets

•

Location: Headquarters based in the Netherlands

Based on these criteria, this peer group consists

of the following 12 AEX 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 with Signify).

The Supervisory 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 Remuneration Committee may recommend changes

to the compensation levels of the Executive Board members

in accordance with Remuneration Policy, based on the results

of this annual total compensation review and on discussions

with the Executive Board members regarding their

remuneration level and structure. Such recommendations

would subsequently be discussed by the Supervisory Board,

which can approve, revise, or reject them.

The Supervisory Board discussed and approved the 2022

total compensation for the Executive Board, after taking

the Remuneration Committee’s review into consideration.

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Fixed compensation

The fixed compensation for the Executive Board members

is paid in monthly installments. The policy allows fixed

compensation to be paid in cash and in shares. All

Executive Board members received their 2022 fixed

compensation in cash.

The Supervisory Board may offer permanent or temporary

gross monthly fixed allowances when the Supervisory

Board considers this an appropriate alternative for other

remuneration elements.

Variable compensation

Executive Board members are 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 Supervisory 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:

•

It contains a mix of financial and non-financial

performance indicators, with at least 50% weight

allocated to the non-financial performance indicators in

accordance with article 1:118.3 of the Dutch Financial

Supervision Act.

•

The maximum weight for unadjusted financial indicators is

determined by the Global Remuneration Framework and is

currently set at 50%.

•

It contains a mix of Aegon and personal performance

indicators, which can range in weight between 50-80%

and 20-50% respectively, depending on the Aegon

priorities of the performance year.

•

At least 20% of the indicators have a retrospective

three-year performance horizon, while the remainder has a

one-year performance horizon.

•

The indicators should cover the following mandatory

performance indicator categories: shareholders, capital,

earnings, growth, stakeholders, ESG, and strategy.

The Remuneration Committee and the Executive Board

members prepare a proposal for the performance indicators,

weights, and target levels. These are subsequently reviewed

by Aegon’s Risk Management team (that is, the first ex-ante

risk assessment) before the Supervisory Board approves

these, to ensure that:

•

The performance indicators and weights are in line with

the policy.

•

The financial performance indicators are consistent with

the risk tolerance statements.

•

The non-financial performance indicators are consistent

with risk tolerance statements, regulatory requirements,

and reasonable stakeholder expectations, and are

supporting sound and responsible business practices and

integrity of the products and services delivered.

The Remuneration Committee sends the proposal and

the first ex-ante risk assessment to the Supervisory Board,

which can approve, revise, or reject the proposal. After

approval, the Executive Board members are granted their

conditional variable compensation awards for the plan

year. This conditional award equals their 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

Remuneration Committee prepares a recommendation for

the allocation of a variable compensation award to each

Executive Board member. This 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:

•

Significant risk or compliance incident(s)

•

Insufficient response to risk incident(s), compliance

incident(s), regulatory fine(s) and/or insufficient execution

of risk mitigating measures in response to these incidents

•

Breaches of laws and regulations

•

Insufficient evidence of embedding good standards of

practice

•

Significant deficiencies or material weaknesses relating to

the Sarbanes-Oxley Act

•

Reputation damage due to risk events

In this assessment possible 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 Board member.

The Remuneration Committee sends its recommendation

and the second ex-ante risk assessment

to the Supervisory Board, which can approve, revise, or reject

the recommendation. This Supervisory 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 Board member

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.

Aegon Integrated Annual Report

2022 |

Remuneration Report

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 looks into whether there are reasons for a downward

adjustment of the originally allocated variable compensation

award (malus) which 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 Remuneration Committee subsequently

prepares a recommendation on how to pay out the deferred

portion (that is, unchanged or adjusted downward).

The Remuneration Committee sends its recommendation

and the ex-post risk assessment to the Supervisory Board.

The Supervisory Board can approve, revise, or reject

the recommendation.

Claw-back provision

Aegon’s Supervisory Board can claw-back variable

compensation that has already been paid to the Executive

Board member in case of a material financial restatement

or individual gross misconduct, after considering a risk

assessment by Aegon’s Risk Management team which looks

into whether in hindsight the paid amount should have been

lower or nil. Examples of misconduct are, but 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 Board members are entitled to pension

contributions that equal 40% of their fixed compensation

level, which consists of the following three parts:

•

Participation in Aegon’s defined contribution pension plan

for employees based in the Netherlands, for their eligible

earnings up to EUR 114,866 (2022 threshold set by Dutch

law).

•

Participation in Aegon’s defined contribution pension plan

for employees based in the Netherlands, for their fixed

income above EUR 114,866.

•

An additional gross allowance for pension to make the

sum of these three pension contributions equal to 40% of

their fixed compensation level.

The Executive Board members receive 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. Please note the Supervisory Board will

consider discontinuing the additional gross allowance for

new Executive Board members, while ensuring their total

compensation level stays competitive, and including this

as a policy change in the next update of the Executive Board

Remuneration Policy.

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 Executive Board members

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 Supervisory Board.

Terms of Engagement

Members of the Executive Board are appointed for four years

and may then be reappointed for successive mandates

also for a period of four years. Executive Board members

have a board agreement with Aegon N.V., rather than

an employment contract. Members of the Executive Board

may terminate their board agreement with a notice period

of three months. The Supervisory Board may terminate

the board agreement by giving six months' notice if it wishes

to terminate the agreement.

The Supervisory Board may entitle Executive Board members

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

Board member (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 Board members. Mr. Friese and Mr.

Rider have a termination clause included in their board

agreement. Mr. Wynaendts was not entitled to a termination

payment when his board agreement was terminated in 2020.

Executive Board remuneration in recent years

In this section you will find more details related

to the remuneration that has been allocated and paid

to the Executive Board members. It covers the allocated

remuneration (2020-2022), the calculation of the 2022

variable compensation, the pay-out schedule of variable

compensation (2020-2026), the recognized IFRS expenses

for remuneration (2020-2022), the remuneration that was

awarded and due in 2021 and 2022, and the annualized total

compensation overview (2018-2022).

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

Allocated remuneration (2020-2022)

The first table shows the remuneration that has

been allocated to the Executive Board members, for

the performance years 2020, 2021, and 2022, in accordance

with the Executive Board remuneration policy that applied

at the time. There were no deviations from the policy

in these years.

Allocated compensation (in EUR thousand)

Fixed

compensation

Variable

compensation

Pension

Other

Benefits

Total

compensation

Lard Friese

2022

1,559

1,368

621

3,625

2021

1,485

1,359

594

3,515

2020

931

634

373

1,987

Matt Rider

2022

988

837

395

2,286

2021

968

884

387

2,306

2020

941

640

376

2,024

Alex Wynaendts

2020

496

302

337

1,233

All Executive Board members

2022

2,547

2,205

1,016

143

5,912

2021

2,453

2,243

981

144

5,821

2020

2,368

1,577

1,086

213

5,244

Mr. Friese’s fixed compensation increased by 5% as of January 2022.

The disclosed amounts for 2020 cover the period that Mr. Friese has been a member of the Executive Board (as of May 15, 2020), and excludes the sign-on

arrangement of EUR 1,228 thousand that Mr. Friese received when joining Aegon in March 2020.

Mr. Rider’s fixed compensation increased by 5% as of June 2021.

The disclosed amounts for 2020 cover the period that Mr. Wynaendts has been a member of the Executive Board (until May 15, 2020).

Calculation of 2022 variable compensation

Subject to the adoption of the annual accounts at the General

Meeting of Shareholders on May 25, 2023, Mr. Friese has

been awarded EUR 1,368 thousand in conditional variable

compensation for the 2022 performance year (88% of fixed

compensation) and Mr. Rider EUR 837 thousand (85% of fixed

compensation). The following table shows how these awards

compare to their minimum, target and maximum variable

compensation opportunity levels and how the awards will

be paid out.

2022 variable compensation

Minimum

Target

Maximum

Result

Pay-out

Lard Friese

In % of fixed compensation

50%

80%

100%

88%

In total (EUR thousand)

780

1,247

1,559

1,368

Split in 33.33% cash and 66.67% shares

In cash (EUR thousand)

260

416

520

456

Paid upfront in 2023

In shares

115,750

185,200

231,500

203,072

Deferred for 3 years (2026)

Matt Rider

In % of fixed compensation

50%

80%

100%

85%

In total (EUR thousand)

494

790

988

837

Split in 33.33% cash and 66.67% shares

In cash (EUR thousand)

165

263

329

279

Paid upfront in 2023

In shares

73,343

117,349

146,686

124,273

Deferred for 3 years (2026)

The 2022 grant price of the shares was EUR 4.4905, which is equal to the volume-weighted average price on the Euronext Amsterdam stock exchange for the

period December 15, 2021 to January 15, 2022. After vesting in 2026, these shares are subject to an additional 2-year holding period.

Aegon Integrated Annual Report

2022 |

Remuneration Report

The 2022 variable compensation awards for both

Executive Board members 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 company performance

result on this scale (113%) is subsequently converted in a

result on the 50-80-100% scale that applies to the variable

compensation of the Executive Board members (which

equals 85%). Their personal performance results are directly

scored on the 50-80-100% scale. The second and third table

below contain more detailed information on the Group and

personal performance indicators respectively.

For Aegon bonus pools

2022 Group performance indicators

Weight

Target

Outcome

Result

Free cash flows (2021-2022)

20%

1,000

1,509

150%

Relative total shareholder return (2020-2022)

10%

Rank 5

Rank 7

67%

Operating result

10%

2,101

1,918

56%

Addressable expense savings (2021-2022)

10%

322

366

150%

Market consistent value of new business

10%

556

526

93%

Transformation program: Earnings contribution

10%

100%

102%

109%

Transformation program: Timely initiative execution

10%

100%

103%

108%

Transformation program: Timely milestone completion

10%

100%

152%

150%

Employee engagement

10%

70%

100%

Total performance result

113%

The Group performance results are measured on a 50-100-150% performance scale, which is used for the funding of the bonus pools for our employees.

Lard Friese

Matt Rider

2022 Executive Board performance indicators

Weight

Result

Weight

Result

Group performance

70%

85%

70%

85%

Strategic Roadmap development

10%

100%

Execution of capital initiatives in line with Strategic Roadmap

10%

100%

Sustainability integration and execution

80%

Women in senior management

80%

Finance strategy execution

---

10%

70%

Total performance result

88%

85%

The abovementioned Group performance result of 113% equals 85% on the 50-80-100% performance scale that applies to the Executive Board members (i.e.

with 80% being the target level and 100% the maximum).

Aegon Integrated Annual Report

2022

About Aegon

Governance and risk management

Financial information

Non-financial information

2022 Aegon performance indicators

Definition

Free cash flows

Free cash flows represent cash flows from remittances from the units less the Holding funding

and operating expenses. The 2021-2022 target was based on the 2021-2023 cumulative free

cash flows target that was disclosed at the Capital Markets Day in December 2020 and the

updated guidance in February 2021.

Relative total shareholder return

Aegon’s position relative to 7 US and 7 non-US peers when looking at Total Shareholder Return

for a retrospective 3-year performance period (2020-2022). These peers were selected for

being the most similar to Aegon based on their index listing, industry classification, 5 year

monthly Beta, Market Capitalization and Total Revenue.

Operating result

Operating result reflects our profit before tax from underlying business operations and

excludes components that relate to accounting mismatches that are dependent on market

volatility, updates to best estimate actuarial and economic assumptions and model updates or

events that are considered outside the normal course of business. The 2022 target was based

on the 2022 budget.

Addressable expense savings

Addressable expenses are expenses reflected in the operating result, excluding deferrable

acquisition expenses, expenses in joint ventures and associates and expenses related to

operations in CEE countries. The 2021-2022 target was based on the 2021-2023 savings

target that was disclosed at the Capital Markets Day in December 2020.

Market consistent value of new business

Represents how much value the sale of new insurance policies is generating for the company.

This value represents the present value of our best estimate of incoming premiums and

outgoing claims, benefits and expenses related to these new sales. The 2022 target was based

on the 2022 budget.

Transformation program: Earnings

contributions

Measures the expected cumulative run-rate earnings contribution for performance

improvement initiatives that moved to the execution phase during the retrospective 3-year

performance period 2020-2022, compared to the cumulative 2020-2022 target in the

transformation program.

Transformation program: Timely initiative

execution

Measures whether performance improvement initiatives moved to the execution phase in time,

compared to the 2022 targets in the transformation program.

Transformation program: Timely milestone

completion

Measures the timely milestone completion of the performance improvement initiatives,

compared to the 2022 targets in the transformation program.

Employee engagement

Employee engagement as measured in the global employee survey. The 2022 target was 70%.

Strategic Roadmap development

Assesses how the Strategic Roadmap further evolved for strategic assets and non-core assets

in 2022.

Execution of capital initiatives in line with

Strategic Roadmap

Assesses the completion of management actions in relation to financial assets and non-core

assets in 2022.

Sustainability integration and execution

Measures the degree of complete milestones in 2022 related to further integrating our ESG

priorities in Aegon’s strategy, sustainability reporting, and reaching our 2025 carbon emission

reduction target.

Women in senior management

Measures the percentage of women in Aegon’s senior management layer worldwide. The 2022

target was 36%.

Finance strategy execution

Assesses the completion of the 2022 milestones from the Finance strategy.

These peers are in order of the 2020-2022 ranking results: 1) Principal Financial Group Inc, 2) Unum Group, 3) MetLife Inc, 4) ASR Nederland NV, 5) NN Group NV,

6) Brighthouse Financial Inc, 7) Aegon NV, 8) Equitable Holdings Inc, 9) Prudential Financial Inc, 10) Swiss Life Holding AG, 11) Athene Holding Ltd / Helvetia

Holding*, 12) Assicurazioni Generali SpA, 13) Baloise Holding AG, 14) Prudential PLC, and 15) Lincoln National Corp. This is the blended result of the initial peer

Athene and the back-up peer Helvetia, which replaced Athene per March 9, 2021, in accordance with our plan rules, following the merger announcement

by Athene.

Aegon Integrated Annual Report

2022 |

Remuneration Report

Lard Friese

Target

Result on 50-80-100% scale

10% Strategic

Roadmap

Development

Further evolve the Strategic Roadmap

for strategic assets and non-core

assets in 2022.

100%. Announced an agreement to combine Aegon the Netherlands with a.s.r. to

create a leading Dutch insurance company, in which Aegon will hold a strategic

stake. Identified several areas of our business where we will invest to achieve

profitable growth, and create value for our customers, shareholders, and other

stakeholders in the years ahead. These include Transamerica’s Workplace

Solutions where we will focus on small and mid-sized employers, and Individual

Solutions where we will invest in selected individual life insurance, accumulation,

and investment products, leveraging our strong distribution capabilities.

10% Execution of

capital initiatives

in line with

Strategic

Roadmap

Complete management actions in

relation to financial assets and

non-core assets in 2022.

100%. Freed up capital by reinsuring the universal life portfolio of Transamerica

Life Bermuda to Transamerica. Reduced our risk exposure by completing a

lump-sum buyout program for certain Variable Annuity policies in Transamerica,

and took steps to reduce the sensitivity of our solvency ratios to equity market

movements. Successfully completed the divestment of Aegon Hungary and

Turkey to Vienna Insurance Group AG Wiener Versicherung Gruppe. Integrated the

operational improvement program into our annual operating cycle.

Sustainability

integration and

execution

Complete milestones in 2022 related

to ESG priorities, sustainability

reporting and carbon emission

reduction.

80%. Adopted the Sustainability Roadmap 2025 to drive lasting value creation for

our company and its stakeholders. Further enhanced the Sustainability Reporting

Program by making the company’s finance function responsible for delivering

sustainability reporting with appropriate controls. Added new targets to Aegon’s

climate change commitments.

5% Women in

Senior

Management

Increase the number of women in

Aegon’s senior management layer

worldwide to at least 36%.

80%. At the end of 2022, 36% of the people in Aegon’s senior management layer

were women.

Matt Rider

Target

Result on 50-80-100% scale

5% Strategic