Aegon N : AGM 2021 Final minutes

Annual General Meeting of Shareholders 2021

June 3, 2021

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MINUTES

Aegon N.V. ANNUAL GENERAL MEETING OF SHAREHOLDERS 2021

JUNE 3, 2021

The Hague, Aegonplein 50

Minutes of the proceedings of the Annual General Meeting of Shareholders of Aegon N.V. (Company), registered in The Hague, the Netherlands, held on Thursday, June 3, 2021 at 2:00 p.m. at Aegon's head office at Aegonplein 50, 2591 TV The Hague. A live-stream (webcast) of the AGM was made available at www.aegon.com.

Chair: Mr. W.L. Connelly, Chair of the Supervisory Board.

Secretary: Mrs. B.K.G.P. Debruyne, Company Secretary.

Agenda

1. Opening
2. 2020 Business overview
3. Annual Report and Annual Accounts 2020

1. Reports of the Boards for 2020
2. Annual Accounts 2020 and report independent auditor
3. Remuneration Report 2020
4. Adoption of the Annual Accounts 2020
5. Approval of the final dividend 2020

1. Appointment of PricewaterhouseCoopers Accountants N.V. as independent auditor for the Annual Accounts 2021, 2022, and 2023
2. Release from liability

1. Release from liability for the members of the Executive Board for their duties performed during 2020
2. Release from liability for the members of the Supervisory Board for their duties performed during 2020

6. Composition of the Supervisory Board

1. Reappointment of Ms. Dona Young as member of the Supervisory Board
2. Reappointment of Mr. William Connelly as member of the Supervisory Board
3. Reappointment of Mr. Mark Ellman as member of the Supervisory Board
4. Appointment of Mr. Jack McGarry as member of the Supervisory Board

7. Composition of the Executive Board

7.1 Reappointment of Mr. Matthew Rider as member of the Executive Board

8. Cancellation, issuance, and acquisition of shares

1. Proposal to cancel common shares and common shares B
2. Authorization of the Executive Board to issue common shares with or without pre-emptive rights
3. Authorization of the Executive Board to issue shares in connection with a rights issue
4. Authorization of the Executive Board to acquire shares in the Company

1. Any other business
2. Closing

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Welcome

The Chairopens the meeting and welcomes all shareholders, guests, and others interested to follow the meeting to Aegon's 2021 Annual General Meeting of Shareholders (AGM), on behalf of Aegon's Executive Board and Supervisory Board. The meeting will be chaired in English; a simultaneous translation into Dutch is available.

In view of the ongoing COVID-19 pandemic, the national measures taken to combat the pandemic, and in accordance with the legal measures adopted by the Dutch government, this year's AGM is again held in a virtual manner. The meeting can be followed via a live webcast; and live real time voting during the entire AGM (until the last voting item) is possible for those shareholders who did not already cast their votes prior to the meeting. The voting results will be shown at the end of the meeting.

Shareholders have had the possibility to submit written questions in advance of the meeting via Aegon's website. Live questions can be asked during the meeting via a chat function by those shareholders who have timely notified the Investor Relations team about their intention to do so. When an agenda item will be discussed, the questions submitted prior to the meeting will be addressed first, after which the questions submitted live during the meeting will be addressed. Mr. Weidema, Head of Investor Relations, will moderate the questions submitted during the meeting. Questions that cannot be answered during the meeting, will be answered afterwards and these questions and the responses thereto will be added to the minutes.

1. Opening

The Chairmentions that Mr. Friese, CEO, and Mr. Rider, CFO, both members of the Executive Board, are present at the meeting. Also Mr. Noteboom, Chair of the Remuneration Committee, Ms. Debruyne, Company Secretary, and Ms. Leemrijse, civil law notary at Allen & Overy LLP, are present at the meeting in person. Ms. Ramsay, Chair of the Audit Committee, and Mr. Heuvelink, external auditor of PricewaterhouseCoopers are present via a live video stream. The other Supervisory Board members and Management Board members, as well as Mr. McGarry, who is nominated as Supervisory Board member, follow the meeting via the live webcast.

The Chairexpresses a special thank you to all employees of Aegon for their hard work and resilience they continue to show, especially in these extraordinary and often uncertain times.

The Chairestablishes that the meeting was timely convened taking into account the required formalities by placing the notice and agenda on Aegon's corporate website on April 22, 2021. Aegon informed its shareholders about the decision that the meeting will only be accessible for shareholders by electronic means in accordance with the Temporary Act Covid-19 Justice and Safety. As in previous years, Aegon has been actively engaged in encouraging its shareholders to vote at the AGM. Later during the meeting he states that according to the registration list, 7 shareholders are virtually present in the meeting. Together with the shareholders who issued proxies with voting instructions via e-voting or proxy voting, they represent a total of 1,355,778,802 votes, being 65.83% of the voting shares and of the issued and outstanding capital as at the registration date for this AGM. The final minutes of last year's Annual General Meeting of May 15, 2020 were made available at Aegon's offices in The Hague and on Aegon's corporate website on November 13, 2020. The draft minutes of this meeting will be available for comments on Aegon's website for three months as of September 2, 2021. The final minutes will be available as of December 2, 2021.

The Chairmoves to agenda item 2.

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1. 2020 Business overview
2. Annual Report and Annual Accounts 2020

3.1 Reports of the Boards for 2020

The Chairintroduces Aegon's CEO, Mr. Lard Friese, for a presentation on the course of business in 2020, agenda item 2, and the financial results as part of agenda item 3.1, the Reports of the Boards for 2020.

Mr. Friesewelcomes all, expresses his gratitude to the people who joined the meeting but regrets not being able to meet all of them in person during his first shareholders' meeting as CEO of Aegon. He sets out that he will discuss the impact of the COVID-19 pandemic on the Company and its stakeholders and the responses of the Company. He will explain how Aegon executes on its transformation plan and will discuss the financial highlights of 2020. The presentation will be concluded with a wrap-up of some of the Company's non-financial highlights. Reference is made to the slides of the AGM presentation (Annex 1).

Mr. Friesethen explains how Aegon adapted to the impact of the COVID-19 pandemic and the challenges the pandemic created for the Company's employees, customers, business partners, and the communities in which it operates. Throughout the pandemic, proactive steps were taken by the Company to support its stakeholders. He praises the commitment of the Company's employees, their quick adaption to the new situation, their maintenance of high levels of service to the Company's customers, and their engagement with the Company's business partners. He expresses his condolences to those who are suffering the loss of someone they loved and cared about. He further reports that the Company has remained sensitive to its customers' evolving concerns and gives several examples of the commitments of employees, such as the development and execution of Aegon's operational improvement plan, fund raising initiatives, and providing training for support in managing people's personal finances.

He explains how COVID-19 has affected Aegon's financial results due to elevated mortality rates. Lower interest rates also had a negative impact on Aegon's earnings in the Americas in 2020. Several steps were taken to strengthen the Company's balance sheet and improve the Company's risk profile in light of the impact of COVID-19 and lower interest rates. He refers to the Company's decision to retain the 2019 final dividend and the rebasing of the interim dividend. He talks through the Company's strategy and financial targets for 2021-2023, its strategic priorities, its focus on the three core markets, three growth markets and one global asset manager, its financial performance in 2020, the proposed final dividend for 2020 and total dividend for the financial year 2020, and the 2020 non- financial highlights, all as further set out in the attached AGM presentation.

Mr. Frieseconcludes his presentation by expressing his confidence in the strength of Aegon's business, its strategy, and the unwavering commitment of its employees to continue delivering on its plans and gives the floor back to the Chair.

Questions on agenda items 2, 3.1, and 3.2

The Chairmentions that the Company received 29 questions concerning items on the agenda from shareholders who submitted their questions prior to the meeting and that these questions have been, or will be, addressed in the presentations or will be answered separately during the respective agenda items. The submitted questions will be answered first, before addressing any live questions.

The first question that was submitted prior to the meeting comes from Mr. Van der Graaf, a retail shareholder. In the context of Aegon's share price performance and the rebasing of the dividend in 2020, he asked whether a share buyback can be expected in the foreseeable future.

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Mr. Frieseanswered this question in his presentation; a final dividend is proposed, and should there be surplus cash flow above and beyond what is needed to execute on our plans, then we would expect that to be returned to shareholders, most likely via share buybacks, unless we invest it in value-creating opportunities.

The second question also comes from Mr. Van der Graaf. He asked Mr. Friese where he sees Aegon in a few years. Mr. Frieseanswered this question in his presentation, by explaining how he wants to turn Aegon into a more enduring, high-performance company.

The third question comes from VBDO, represented by Mr. Van Kuijk, in the context of Aegon identifying loss of biodiversity as a material topic in its Annual Report, and the fact that Aegon the Netherlands is a signatory to the Finance for Biodiversity Pledge. VBDO asked Aegon to elaborate on the concrete actions related to biodiversity that will be implemented in 2021 and 2022. Mr. Frieseanswers this question as follows: Aegon's commitment to addressing loss of biodiversity is evidenced at the Group level through the Responsible Investment Policy. The policy stipulates that Aegon believes that governments, companies, and investors have a responsibility to care for nature, the environment, water resources, and to preserve biodiversity. Aegon encourages investee companies to take measures on these matters. Aegon the Netherlands has signed the Pledge because they are a signatory to the International Responsible Business Covenant. This is a partnership between Dutch businesses, the government, unions, and NGOs with the aim of promoting ESG best practices. As part of the Covenant, an annual theme is selected by its signatories, which for 2021 is biodiversity. Aegon the Netherlands has joined the pledge in 2020, and supports the further development, collaboration, engagement, target setting and reporting on biodiversity in the light of creating collaborative impact. In 2021 and 2022, Aegon the Netherlands will focus on the following steps: develop a vision on biodiversity, engage with companies on issues around biodiversity, and collaborate with the other members of the pledge.

The Chaircombines two questions from Eumedion and VBDO. Eumedion, represented by Ms. Kruitbosfrom MN, and on behalf of APG Asset Management, asked a general question on ESG targets. VBDO, Mr. Van Kuijk, would like to know whether Aegon - as a signatory to the Paris Pledge for Action - will commit to setting targets related to the carbon footprint of its investments in line with the preferred 1.5 degrees Celsius scenario. Mr. Frieseanswers as follows: Historically, Aegon focused its ESG efforts on a subsidiary level, in line with the operating model that was used for the group until recently; e.g. Aegon the Netherlands signed the Dutch Climate agreement, and Aegon UK announced its intention to achieve net-zero carbon emissions across its default pension fund ranges by 2050. As indicated during Mr. Friese's presentation, Aegon recently created the Global Corporate Sustainability function. The team will focus on three key areas: setting a Group-level ambition against key ESG themes; enhancing sustainability reporting; and streamlining ESG governance throughout the Group. These areas are critical in setting and supporting a more strategic approach to sustainability, which will feed into Aegon's overall corporate strategy. This will also incorporate a greater focus on Group-wide targets. We made the first step towards a more Group- wide approach, by publishing the carbon footprint of most of our corporate and sovereign fixed income investments, as part of our commitment to TCFD. We look forward to discussing the progress that we expect to make on a Group-wide approach towards sustainability at next year's AGM, or earlier when appropriate.

The next question was submitted by Ms. Kruitbos, Eumedion, relating to the new Global Corporate Sustainability Team: what does Aegon believe will be the biggest sustainability challenges that the team will have to address and where does Aegon stand right now in that regard. Mr. Frieseanswers as follows: Looking at our business environment, we see higher expectations on sustainability and ESG and I expect that governmental and societal expectations of corporates will only increase. We must further strengthen our capability to constantly adapt to those expectations. The main challenge is to move from a federated model - whereby each business unit has its own sustainability approach

- to a more Group-wide approach, while taking into account the expectations and requirements of

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the local markets in which we operate.

The next question from Mr. Van Kuijk, VBDO, is on statements in Aegon's Annual Report regarding the measurement of cultural diversity. VBDO asks Aegon to elaborate on the concrete actions and policy changes taken following the analysis by the Central Agency for Statistics, and whether Aegon only looks at the presence of minority groups within its company, or also at, for instance, drivers and barriers for attracting culturally diverse talent. Mr. Frieseanswers with regard to the first question, that following the CBS analysis, Aegon the Netherlands began to identify specific targets aimed at increasing diversity of its employees to be more representative of the customers they serve. The three focus areas for these targets became gender diversity in the senior management population, cultural diversity, and increasing the number of positions filled by people with disabilities. It is recognized that tracking progress of Aegon the Netherlands' target to increase cultural diversity in 2021 will be complicated by the CBS decision to no longer use Western and Non-Western designations in its analysis. Nonetheless, Aegon the Netherlands is confident that the specific actions that are taken will lead to an increase in the diversity of people hired and appointed. The specific actions include the underpinning digital learning program aimed at raising awareness of unconscious bias and providing practical tools to promote a greater sense of inclusion and inclusive decision making, e.g. by changing the recruitment process, by making employment positions more accessible, and by introducing a career sponsorship program for high potential women as part of our talent management priorities. On the second question, tracking the impact of Aegon's Inclusion & Diversity approach is extremely important to ensure Aegon is actually making a positive difference. Aegon must create an inclusive environment where diversity thrives, and people feel they can be their authentic selves and are valued for the diversity of thought that they openly share. To this end it is recognized that diversity without inclusion will not provide the diversity of thought Aegon seeks, and it will not encourage talented people to work with Aegon and stay. Therefore, Aegon's efforts balance the need to look at the numbers and targets to address underrepresentation, alongside the qualitative insights Aegon gets from its employees about what it is like to work at Aegon. Creating this environment helps to position Aegon as an employer that welcomes and retains talented people from different backgrounds and with different experiences and strengths.

The next question on the impact of digitization comes from Eumedion and asks Mr. Friese to elaborate on actions that Aegon plans to take to retain its workforce and develop the skills needed to keep up with rapid innovations and technology. Mr. Frieseanswers that digitization is indeed impacting Aegon's workforce. Technology enabled Aegon to create process efficiencies and reduce the manual work. On the other side, Aegon also needs employees to develop, maintain, and constantly optimize our digital solutions. For quite some years Aegon has invested in the development of digital capabilities in its workforce. Digital innovation programs, global hackathons, leadership programs, and development programs for our employees were launched. One of Aegon's global focus areas has been developing skills in data analytics to give Aegon a competitive advantage. Aegon established strong, impactful analytical teams and is able to attract analytical young professionals. Furthermore, Aegon builds its global execution muscle to improve in the execution and implementation of its digital initiatives.

The next question comes from European Investors-VEB (VEB), represented by Mr. Dekker: "The announced transfer of Maarten Edixhoven - who accepted the CEO role at Van Lanschot Kempen

• triggers a search for a replacement candidate. Could Mr. Friese touch upon some of the skills, including those that are needed for Aegon's digital transformation - considered most relevant for candidate selection?" Mr. Frieseanswers that the ideal candidate will obviously need to have the skills to drive forward Aegon's digital transformation. The candidate requires a track record in financial services, but also have insurance expertise and the capabilities to manage a portfolio of businesses. This portfolio includes: (i) a Financial Asset, namely the Dutch Life book, for which Aegon aims to maximize its value and ensure stable remittances, while maintaining a high level of customer service; and (ii) the Strategic Assets, which Aegon aims to grow. These are our mortgage business, defined contribution pension business, and our online bank Knab.

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