Aegon Funding Company senior bonds USD 760,000,000 144A: US00775VAA26

OFFERING MEMORANDUM

CONFIDENTIAL

Aegon Funding Company LLC

(as Issuer)

Aegon Ltd.

(as Guarantor)

$760,000,000 5.500% Senior Notes due 2027

Aegon Funding Company LLC (the "Issuer"), a Delaware-incorporated limited liability company, is offering $760,000,000 aggregate principal amount of its 5.500% Senior Notes due 2027 (the "Notes"). The Notes will be fully, unconditionally and irrevocably guaranteed (the "Guarantees") by Aegon Ltd. ("Aegon" or the "Guarantor"), an exempted company limited by shares registered under the laws of Bermuda. The Issuer will pay interest on the Notes semi-annually in cash in arrears on April 16 and October 16 of each year, starting on October 16, 2024. The Notes will mature on April 16, 2027. The Notes will be issued under the Fiscal Agency Agreement, dated as of April 16, 2024, between the Issuer, the Guarantor and Citibank, N.A., as fiscal agent, paying agent and registrar.

The Issuer may redeem the Notes prior to maturity, in whole or in part, at any time or from time to time at a make- whole redemption price, as described under "Description of the Notes-Redemption-OptionalRedemption." The Issuer may also, at any time or from time to time, during a period of one month before the applicable maturity date redeem, in whole or in part, the Notes at par plus any accrued and unpaid interest as described under "Description of the Notes-Redemption-OptionalRedemption." In addition, the Issuer may, at its option, elect to redeem the Notes in whole, but not in part, at a price equal to their principal amount plus accrued and unpaid interest, if any, upon the occurrence of certain changes in applicable tax law as described under "Description of the Notes-Redemption-TaxRedemption."

The Notes will be the Issuer's senior and unsecured obligations and will rank pari passu in right of payment with all of our existing and future senior indebtedness and will be effectively subordinated to any secured indebtedness to the extent of the value of the assets securing that indebtedness and to the obligations of the Issuer's subsidiaries (if any). The Guarantees will be the Guarantor's senior and unsecured obligations and will be senior in right of payment to any future subordinated indebtedness and to its existing subordinated indebtedness and will rank pari passu in right of payment with respect to all of its unsubordinated obligations. The Guarantees will be effectively subordinated to any secured indebtedness to the extent of the value of the assets securing that indebtedness and to the obligations of the Guarantor's subsidiaries. The fiscal agency agreement governing the Notes does not limit the amount of debt securities the Guarantor or its subsidiaries (including the Issuer) may issue and does not restrict its ability, or the ability of its subsidiaries (including the Issuer), to incur additional indebtedness.

Application has been made to the Irish Stock Exchange plc trading as Euronext Dublin ("Euronext Dublin") for the approval of this document as listing particulars. Application has been made for the Notes to be admitted to the official list of Euronext Dublin (the "Official List") and trading on the Global Exchange Market of Euronext Dublin (the "Global Exchange Market"). The Global Exchange Market is not a regulated market for the purposes of Directive 2014/65/EU (as amended, "MiFID II"). The Listing Particulars have been approved by Euronext Dublin.

We intend to use the net proceeds from the offering of the Notes for general corporate purposes. See "Use of Proceeds."

The Notes and the Guarantees have not been, and will not be, registered under the Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any state of the United States or other jurisdiction. The Notes and the Guarantees are being offered and sold within the United States only to qualified institutional buyers ("QIBs") within the meaning of Rule 144A ("Rule 144A") under the Securities Act and to persons who are not U.S. persons (as defined in Regulation S ("Regulation S") under the Securities Act) purchasing the Notes and the Guarantees outside the United States in offshore transactions in reliance on Regulation S. Prospective purchasers that are QIBs are hereby notified that the seller of the Notes and the Guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For a description of certain restrictions on transfers of the Notes see "Transfer Restrictions."

Investing in the Notes involves risks. You should consider carefully the information under "Risk Factors" beginning on page 13 of this offering memorandum and "Risk Factors of Aegon Ltd." in Aegon's Annual Report on Form 20-F for the fiscal year ended December 31, 2023, which is incorporated by reference herein.

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Price for the Notes: 99.836% plus accrued interest, if any, from April 16, 2024.

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The Notes will be issued in registered form in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. It is expected that the Notes will be delivered to purchasers in book-entry form through The Depository Trust Company ("DTC") and its participants, including Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV ("Euroclear"), against payment in immediately available funds on or about April 16, 2024.

Joint Book-Running Managers

Citigroup

BofA Securities

Barclays

J.P. Morgan

Morgan Stanley

The date of this offering memorandum is April 9, 2024.

In making your investment decision, you should review the information contained in this offering memorandum, including the information incorporated by reference herein. None of the Issuer, the Guarantor nor the Initial Purchasers have authorized anyone to provide you with any other information.

Each of the Issuer and the Guarantor accepts responsibility for the information contained in this offering memorandum. To the best of the knowledge of the Issuer and the Guarantor, having taken all reasonable care to ensure that such is the case, the information in this offering memorandum is in accordance with the facts and this offering memorandum makes no omission likely to affect its import. The Issuer and the Guarantor have not, and the Initial Purchasers have not, authorized anyone to give you any other information, and take no responsibility for any other information that others may give you.

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TABLE OF CONTENTS
	Page
Notice to Investors	v
Enforceability of Certain Civil Liabilities	vii
Certain Defined Terms	viii
Note on Presentation	viii
Where You Can Find More Information; Incorporation By Reference	xiii
Market and Industry Information	xv
Cautionary Statements Concerning Forward-Looking Statements	xvi
Summary	1
Risk Factors	13
Use of Proceeds	17
Capitalization	18
Certain Supplemental Historical Consolidated Financial and Other Data	19
Description of the Notes	28
Book-Entry, Delivery and Form	42
Certain Material Tax Considerations	49
Certain ERISA Considerations	56
Plan of Distribution	58
Transfer Restrictions	65
Validity of the Notes and the Guarantees	69
Independent Registered Public Accounting Firm	69
General Information	70

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You should assume that the information appearing in this offering memorandum is accurate only as of the date on the front cover of this offering memorandum or, with respect to documents incorporated by reference, as of the date of such documents. Our business, financial condition, results of operations and prospects may have changed since the date of this offering memorandum or, with respect to documents incorporated by reference, since the date of such documents. See "Information Incorporated by Reference."

This offering memorandum is strictly confidential. You are authorized to use this offering memorandum solely for the purpose of considering the purchase of the Notes described in this offering memorandum. You may not reproduce or distribute this offering memorandum, in whole or in part, and you may not disclose any of the contents of this offering memorandum or use any information herein for any purpose other than considering a purchase of the Notes. You agree to the foregoing by accepting delivery of this offering memorandum.

Each of the Issuer and the Guarantor accepts responsibility for the offering memorandum and confirms that the information contained therein is, to the best of its knowledge, in accordance with the facts and makes no omission likely to affect its import.

The Issuer and Citigroup Global Markets Inc., BofA Securities, Inc., Barclays Capital Inc., J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC (together, the "Initial Purchasers") reserve the right to withdraw the offering of the Notes at any time or to reject any offer to purchase, in whole or in part, for any reason, or to sell less than all of the Notes offered hereby. This offering memorandum is personal to each offeree and does not constitute an offer to any other person or to the public generally to subscribe for or otherwise acquire securities.

In connection with the offering, Citigroup Global Markets Inc. (the "Stabilising Manager") (or persons acting on its behalf) may over-allot Notes or effect transactions with a view to supporting the market price of the Notes during the stabilisation period at a level other than that which might otherwise prevail. However, no assurance can be given that the Stabilising Manager (or persons acting on its behalf) will undertake stabilisation action. Any stabilisation action may begin on or after the date on which adequate public disclosure of the final terms of the offering is made and, if begun, may cease at any time, but it must end no later than the earlier of 30 calendar days after the issue date (as defined herein) and 60 calendar days after the date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the Stabilising Manager (or persons acting on its behalf) in accordance with all applicable laws and rules.

Each investor in the Notes will be deemed to make certain representations, warranties and agreements regarding the manner of purchase and subsequent transfers of the Notes. These representations, warranties and agreements are described in the section of this offering memorandum entitled "Transfer Restrictions."

The Initial Purchasers and their affiliates have not independently verified any of the information contained herein (financial, legal or otherwise) and make no representation or warranty, express or implied, as to the accuracy or completeness of the information contained or incorporated by reference in this offering memorandum, and nothing contained in this offering memorandum is, or shall be relied upon as, a promise or representation by the Initial Purchasers. In making an investment decision, prospective investors must rely on their own examination of the Issuer and the terms of the offering, including the merits and risks involved. Neither we, nor the Initial Purchasers and their affiliates, nor any of our or their respective representatives make any representation to any offeree or purchaser of the Notes offered hereby regarding the legality of an investment by such offeree or purchaser under applicable legal investment or similar laws. You should consult with your own advisors as to legal, tax, business, financial and related aspects of a purchase of the Notes.

In this offering memorandum, including the information incorporated by reference herein, we rely on and refer to information and statistics regarding our industry. We obtained this market data from internal surveys, estimates, reports and studies, where appropriate, as well as independent industry publications or other publicly available information. External industry studies generally state that the information contained therein has been obtained from sources believed to be reliable but that the accuracy and completeness of such information is not guaranteed.

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Although we believe that the external sources are reliable, we have not verified, and make no representations as to, the accuracy and completeness of such information. Similarly, internal surveys, estimates, reports and studies, while believed to be reliable, have not been independently verified, and neither we nor the Initial Purchasers make any representations as to the accuracy of such information.

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NOTICE TO INVESTORS

This offering memorandum is a confidential document that we are providing only to prospective purchasers of Notes. You should read this offering memorandum before making a decision whether to purchase any Notes. You must not:

• use this offering memorandum for any other purpose,
• make copies of any part of this offering memorandum or give a copy of it to any other person, or
• disclose any information in this offering memorandum to any other person.

The Issuer and the Guarantor have prepared this offering memorandum and are solely responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in any series of Notes. By purchasing any Notes, you will be deemed to have acknowledged that:

• you have reviewed this offering memorandum,
• you have had an opportunity to request any additional information that you need from us, and
• the Initial Purchasers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this offering memorandum.

The Issuer and the Guarantor are not providing you with any legal, business, tax or other advice in this offering memorandum. You should consult with your own advisors as needed to assist you in making your investment decision and to advise you whether you are legally permitted to purchase any Notes.

You must comply with all laws that apply to you in any place in which you buy, offer or sell any Notes or possess this offering memorandum. You must also obtain any consents or approvals that you need in order to purchase any Notes. The Issuer, the Guarantor and the Initial Purchasers are not responsible for your compliance with legal requirements.

The distribution of this offering memorandum and the offer or sale of Notes may be restricted by law in certain jurisdictions. None of the Issuer, the Guarantor, the Initial Purchasers or the Fiscal Agent represents that this offering memorandum may be lawfully distributed, or that any Notes may be lawfully offered, in compliance with any applicable registration or other requirements in any such jurisdiction, or pursuant to an exemption available thereunder, or assumes any responsibility for facilitating any such distribution or offering. In particular, no action has been taken by the Issuer, the Guarantor, the Initial Purchasers or the Fiscal Agent which would permit a public offering of any Notes or distribution of this offering memorandum in any jurisdiction where action for that purpose is required. Accordingly, no Notes may be offered or sold, directly or indirectly, and neither this offering memorandum nor any advertisement or other offering material may be distributed or published in any jurisdiction, except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this offering memorandum or any Notes may come must inform themselves about, and observe, any such restrictions on the distribution of this offering memorandum and the offering and sale of Notes. In particular, there are restrictions on the distribution of this offering memorandum and the offer or sale of Notes in the United States, the European Economic Area (including the Republic of Italy), the United Kingdom, Canada, Hong Kong, Japan, Singapore, Taiwan, Korea, Switzerland and the Dubai International Financial Centre (see "Plan of Distribution").

THE NOTES AND THE GUARANTEES ARE SUBJECT TO RESTRICTIONS ON RESALE AND TRANSFER AS DESCRIBED UNDER "TRANSFER RESTRICTIONS." BY PURCHASING ANY NOTES, YOU WILL BE DEEMED TO HAVE REPRESENTED AND AGREED TO ALL THE PROVISIONS CONTAINED IN THAT SECTION OF THIS OFFERING MEMORANDUM. YOU MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF INVESTING IN THE NOTES FOR AN INDEFINITE PERIOD OF TIME.

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NOTICE TO PROSPECTIVE INVESTORS IN THE UNITED STATES

This offering is being made in reliance upon an exemption from registration under the Securities Act for offers and sales of securities that do not involve a public offering. By purchasing the Notes, investors are deemed to have made the acknowledgements, representations, warranties and agreements set forth under "Transfer Restrictions".

The Notes and the Guarantees have not been, and will not be, registered with, or recommended or approved by, the US Securities and Exchange Commission (the "SEC") or any other US federal or state or foreign securities commission or regulatory authority, nor has any such commission or regulatory authority reviewed or passed upon the accuracy or adequacy of this offering memorandum. Any representation to the contrary is a criminal offence in the United States.

The Notes are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and the applicable state securities laws pursuant to registration or an available exemption therefrom. A prospective investor should be aware that they may be required to bear the financial risks of this investment for an indefinite period of time. See also "Plan of Distribution" and "Transfer Restrictions".

PROHIBITION OF SALES TO EEA RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation"), for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation. See "Plan of Distribution" for selling restrictions.

PROHIBITION OF SALES TO UK RETAIL INVESTORS

The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 ("EUWA"); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations made under the FSMA to implement the Insurance Distribution Directive, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA ("UK MiFIR"). Consequently, no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation. See "Plan of Distribution" for selling restrictions.

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ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

Bermuda

Aegon Ltd. is a Bermuda registered company, however many of its directors and officers are residents of the Netherlands or countries other than the United States. In addition, although Aegon Ltd. has substantial assets in the United States, a large portion of its assets and the assets of its directors and officers are located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. Federal securities laws:

• to effect service of process within the United States upon Aegon Ltd. and its directors and officers located outside the United States;
• to enforce in U.S. courts or outside the United States judgments obtained against those persons in U.S. courts;
• to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the United States; and
• to enforce against those persons in Bermuda, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. Federal securities laws.

The United States and Bermuda do not currently have a treaty or legislation providing for reciprocal recognition and enforcement of judgments in civil and commercial matters. A final and conclusive judgment of a competent foreign court (other than a court of jurisdiction to which the Judgments (Reciprocal Enforcement) Act 1958 applies, and it does not apply to the courts of the United States) against the Aegon Ltd. under which a sum of money is payable (not being a sum payable in respect of taxes or other charges of a like nature, in respect of a fine or other penalty, or in respect of multiple damages as defined in the Protection of Trading Interests Act 1981) may be the subject of enforcement proceedings in the Supreme Court of Bermuda under the common law doctrine of obligation by action on the debt evidenced by the judgment of such competent foreign court. A final opinion as to the availability of this remedy should be sought when the facts surrounding the foreign court's judgment are known, but, on general principles, we would expect such proceedings to be successful provided that:

1. the court which gave the judgment was competent to hear the action in accordance with private international law principles as applied in Bermuda; and
2. the judgment is not contrary to public policy in Bermuda, has not been obtained by fraud or in proceedings contrary to natural justice and is not based on an error in Bermuda law.

Enforcement of such a judgment against assets in Bermuda may involve the conversion of the judgment debt into Bermuda dollars. The Bermuda Monetary Authority would be required to give any consents necessary to enable recovery of any Bermuda dollar award made by the Supreme Court of Bermuda in the currency of the obligation.

Moreover, under Bermuda, the directors of Aegon Ltd. stand in a fiduciary relationship to the company. As they are appointed to manage the affairs of the company they owe fiduciary duties, in addition to statutory duties, primarily to Aegon Ltd. and its businesses, not to its individual shareholders. This limits the rights of the shareholders of a Bermuda company to its directors and in circumstances where a claim is brought against directors for breach of duty the company is the proper plaintiff.

The Netherlands

Aegon Ltd. is an exempted company organized and existing under the laws of Bermuda, located in the Netherlands. Many of its directors and officers are residents of the Netherlands or countries other than the United

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States. In addition, although Aegon Ltd. has substantial assets in the United States, a large portion of its assets and the assets of its directors and officers are located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. federal securities laws:

• to effect service of process within the United States upon Aegon Ltd. and its directors and officers located outside the United States;
• to enforce in U.S. courts or outside the United States judgments obtained against those persons in U.S. courts;
• to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the United States; and
• to enforce against those persons in the Netherlands, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. Federal securities laws.

The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, except arbitration awards. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely upon the federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor a final judgment is rendered brings a new suit in a competent court in the Netherlands, such party may submit to the Dutch court the final judgment that has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that proper legal procedures have been observed, the court in the Netherlands would, in principle, give binding effect to the final judgment that has been rendered in the United States unless such judgment contravenes Dutch public policy.

CERTAIN DEFINED TERMS

In this offering memorandum, unless otherwise specified, the terms "we," "our," "us,", "Aegon Group" and the "Company," refer to Aegon Ltd., together with its consolidated subsidiaries, or any one or more of them, as the context may require, or, if the context requires Aegon Ltd., individually. "AFC" or the "Issuer" refers to Aegon Funding Company LLC, an indirect wholly owned subsidiary of the Guarantor. "Guarantor" or "Aegon" refers to Aegon Ltd. individually.

See "Note on Presentation" below for additional information regarding the financial presentation.

NOTE ON PRESENTATION

This offering memorandum incorporates by reference the Company's audited consolidated statement of financial position of the Company as of December 31, 2023 and 2022 and January 1, 2022 and the related consolidated income statement, consolidated statement of changes in equity, and consolidated cash flow statement for each of the three years in the period ended December 31, 2023, including the related notes (the "2023 Financial Statements" ). The 2023 Financial Statements have been prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board ("IFRS") and with Part 9 of Book 2 of the Netherlands Civil Code for purposes of reporting with the SEC, including financial information contained in its Annual Report on Form 20-F. The Company's material accounting policies and critical accounting estimates and judgement in applying those accounting policies are described in Note 2 and Note 3 to the 2023 Financial Statements.

See "Independent Registered Public Accounting Firm" for a discussion of certain aspects of the audit of the annual consolidated financial statements incorporated by reference in this offering memorandum.

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