The Annual General Meeting of Shareholders (the “AGM”) of Aegon N.V. (the “Company”) will be held on Friday, May 15, 2020 at 10:00 a.m. at Aegon's head office, Aegonplein 50, 2591 TV The Hague, the Netherlands. The AGM will only be accessible by electronic means in light of the current circumstances caused by the COVID-19 outbreak.
At the time of convocation of the AGM various COVID-19 related restrictions have been imposed by the Dutch Government with respect to gatherings of persons (“COVID-19 Restrictions”). The Company will comply with the COVID-19 Restrictions and will, in connection with the COVID-19 outbreak, observe a duty of care towards its shareholders, business partners and employees. In view thereof the Company may take measures with respect to the location of the AGM and the admittance of persons to the physical meeting, if any.
The Company kindly requests the shareholders not to attend the meeting in person, but instead, to make use of the other means to participate in the AGM. To enable all shareholders to participate in the AGM, the Company enables shareholders who registered to attend the AGM to vote through the e-voting system of ABN AMRO which entails a voting instruction to a (deputy) civil law notary of Allen & Overy LLP. The shareholder can also grant a proxy with or without voting instruction to the company secretary. The shareholder can make use of the possibility to submit written questions relating to the agenda items. For details we refer to the information below.
In light of the COVID-19 outbreak, the Company is reviewing the option to allow shareholders to virtually attend and vote at the AGM. If deemed appropriate, the decision to allow such a hybrid meeting and the relevant information and procedures regarding virtual attendance and voting will be published on www.aegon.com prior to the AGM in a timely fashion.
Recognized as persons entitled to take part in the AGM are those who hold shares of Aegon N.V. on the Record Date, Friday, April 17, 2020, following the processing of all additions and withdrawals as at the Record Date. This applies by analogy to pledgees and usufructuaries of shares holding the right to attend General Meetings of Shareholders of Aegon N.V. At the AGM, no shareholder rights can be exercised by the holder of shares acquired after April 17, 2020.
Mandatory notification of intention to attend AGM and/or to vote
Shareholders holding their shares in a securities account under the Dutch giro system who wish to attend the AGM (or their proxy holders as the case may be), are required to notify their intended attendance to ABN AMRO Bank N.V., Amsterdam, the Netherlands ("ABN AMRO"), which is possible from Saturday, April 18, 2020, until Friday, May 8, 2020, at the latest. This notification can be made through the ABN AMRO website (abnamro.com/evoting) or through the shareholder's bank or stockbroker (intermediary) in the Netherlands within the meaning of the Dutch Securities Transactions Act ("Wet Giraal Effectenverkeer") by submitting a statement from the shareholder's intermediary regarding one's ownership of shares on the Record Date as stated above.
Shareholders registered in the Company's register of shareholders will receive a letter containing information on how to notify their participation. They are required to inform Aegon N.V. in writing of their intention to participate in the AGM by Friday, May 8, 2020 at the latest.
Shareholders with vested Aegon shares from incentive plans will receive an email containing information on how to notify their participation.
The agenda with explanatory notes is available on Aegon's corporate website (www.aegon.com/AGM) as of Friday, April 3, 2020. Holders of New York Registry Shares will receive a proxy solicitation notice.
Voting without attending the AGM
Shareholders that have notified their attendance to ABN AMRO as outlined above have several means to vote without attending the meeting:
1. Shareholders can vote through the e-voting system of ABN AMRO which entails a voting instruction to a (deputy) civil law notary of Allen & Overy LLP (www.abnamro.com/evoting). The deadline for voting through the e-voting system of ABN AMRO is May 8, 2020, 11.59 p.m. CET.
2. Shareholders may grant a written proxy (with or without a voting instruction) to a representative by using the power of attorney. It is possible to appoint the Company Secretary as representative. In view of the circumstances, we have extended our deadline to grant a proxy to the Company Secretary to May 13, 2020, 6 p.m. CET.
Shareholders registered in the Company's register of shareholders may also use a power of attorney (option 2 above) to vote without attending the meeting.
Shareholders with vested Aegon shares from incentive plans will receive a separate email containing a link enabling them to vote by means of an electronic voting instruction through ABN AMRO's dedicated e-voting system which entails a voting instruction to a (deputy) civil law notary of Allen & Overy LLP. These shareholders can also appoint a proxy in the manners described under option 2 above.
Virtual attendance and voting (hybrid meeting)
The procedures and other information provided below will only be applicable should the Company decide to allow shareholders to virtually attend and vote at the AGM. In such event, the following applies:
- Shareholders can virtually attend the AGM via www.abnamro.com/evoting. The option of virtual attendance will not be available to holders of New York Registry Shares and holders of registered shares. In addition, virtual attendance may not be available if a shareholder’s intermediary does not support online voting. The Company may decide that shareholders who attend the AGM virtually will be able to speak or otherwise address the AGM.
- Shareholders who have registered for virtual attendance at the AGM will receive a confirmation of registration by email which will contain a unique link. Via this link the shareholder can login to the online platform of the AGM by means of a two-step verification process (by SMS verification).
- Certain details of the shareholder will be required for authentication purposes, such as his/her valid email address, securities account and mobile phone number, in order to provide virtual access. Where applicable, also the intermediaries are requested to provide the same information with respect to the shareholders that wish to virtually attend the AGM through the online platform.
- On the day of the AGM, shareholders may log into the online platform via www.abnamro.com/evoting from 9.30 a.m. CET until the start of the meeting at 10.00 a.m. CET. Shareholders who wish to attend the AGM virtually, must log in and complete the admission procedure for the AGM before the meeting starts. Shareholders are recommended to log in at least 15 minutes prior to the start of the AGM. Shareholders who have not logged in before the start of the AGM via the online platform cannot vote and can only follow the AGM via the livestream.
- The Company's Hybrid Meeting Terms apply to shareholders who wish to attend the AGM via the online platform. The Company's Hybrid Meeting Terms, as well as an overview of the minimum requirements to the devices and systems that can be used for virtual attendance (if applicable) will be available on www.aegon.com.
- Virtual attendance (if applicable) entails risks, as described in the Company's Hybrid Meeting Terms. If a shareholder wishes to avoid such risks, he or she should choose to render their voting instructions as described above under the header “voting without attending the meeting”.
Aegon offers shareholders the opportunity to submit written questions concerning items on the agenda until Wednesday, May 13, 2020 6 p.m. CET at the latest. All questions should be submitted to Aegon's Investor Relations team via this online form. These questions may be combined and will be dealt with and discussed at the AGM.
Registration of attendance
As set out above, due to COVID-19, the Company kindly requests the shareholders not to attend the meeting in person, but to make use of the other means to participate in the AGM.
In addition to the notification requirements as explained above, shareholders or their proxy holders can only exercise their meeting/voting rights physically at the AGM if they register in person directly prior to the AGM. Registration to attend will take place at the entrance of the meeting room between 9:00 a.m. and the start of the AGM at 10:00 a.m. Shareholders or their proxy holders must provide evidence of their identity by way of a valid form of identification. Proxy holders must also provide proof of their authorization in writing.
Upon registration in person at the AGM, shareholders or their proxy holders will be offered the choice between voting by means of a voting app or an electronic voting device.
- Voting app: it is recommended that shareholders or their proxy holders download the voting app prior to the AGM in the iOS App Store or the Google Play Store by searching and downloading 'Lumi AGM'. Alternatively, if shareholders do not wish to download the app or do not have an iOS or Android device, they can exercise their voting rights during the AGM via the webpage, web.lumiagm.com. The Meeting ID, username, and password for using an own smartphone or tablet during the AGM will be provided to the shareholders upon registration at the entrance of the meeting room. Please make sure your smartphone or tablet is sufficiently charged.
- Electronic or mobile voting device: shareholders or their proxy holders may opt to receive an electronic or mobile voting device for exercising their voting rights at the AGM.