Utrecht, Netherlands, November 14, 2022, 09:00 CET

asr announces its intention to issue reference size subordinated notes (Tier 2)

Today, ASR Nederland NV (“asr”) announced its intention, subject to market conditions, to issue a Tier 2 capital instrument redeemable in 21NC11 denominated in Euro (“Tier 2 Notes”), to following investor calls beginning Monday, November 14, 2022. 2 The Notes will have a fixed rate coupon (revisable after 11 years). The Tier 2 Notes offering is intended to partially finance the business combination with Aegon NV (“Aegon”) to create a leading insurer in the Netherlands, as announced on October 27, 2022 (the “Transaction”) .

The transaction includes all insurance activities (life, pension and non-life), mortgage origination and servicing operations, distribution and service entities and banking activities of Aegon Nederland NV The total consideration amounts to €4.9 billion and comprises i) new issued ordinary shares to Aegon (29.99% stake in asr at closing of the Transaction) and ii) cash consideration of 2. 25 billion euros1. The cash consideration is expected to be funded by existing excess capital, the executed placement of common stock on October 28, 2022 amounting to €586 million of proceeds and the issuance of various instruments which may include debt instruments in accordance with Solvency II, including announced Tier 2. Notes, subject to market conditions.

Tier 2 notes should be rated BBB- by S&P (intermediate equity content).

asr has appointed ABN AMRO, BNP Paribas, HSBC and UBS Investment Bank to act as Joint Lead Managers on its planned issuance of Tier 2 Notes, with UBS Investment Bank acting as structuring agent.

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Investor Relations

Rosanne de Boer

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This press release does not constitute an offer to buy or the solicitation of an offer to buy, and there will be no sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the titles concerned. laws of such jurisdiction. The securities described herein have not been and will not be registered under the United States Securities Act of 1933, as amended (the “US Securities Act”) and are subject to certain requirements of United States tax laws. . Securities may not be offered, sold or delivered in the United States absent registration or an applicable exemption from registration requirements under the US Securities Act.

This press release contains inside information within the meaning of Article 7(1) of the European Market Abuse Regulation (Regulation 596/2014).

1 The value of the 29.99% interest (shares to be issued) is based on the closing price of the common shares asr on

October 26, 2022 equivalent to 57.4 million ordinary shares and an additional 5.9 million shares following an adjustment mechanism. In accordance with this adjustment mechanism, the cash component will be reduced by €251 million to compensate for the

5.9 million shares will be issued to Aegon NV following the increase of the ordinary share capital of asr by 13.8 million shares following an accelerated book creation offer of newly issued after the announcement of the transaction.



Caution Regarding Forward-Looking Statements

The terms of this disclaimer (“Disclaimer”) apply to this press release from ASR Nederland NV. and all legal vehicles and businesses of ASR Nederland NVNV (“ASR Nederland NV”). Please read this disclaimer carefully.

Some of the statements contained in this press release are not (historical) facts, but “forward-looking statements” (“Statements”). The statements are based on our beliefs, assumptions and expectations of future performance, taking into account the information available to ASR Nederland NV at the time of writing the press release. Statements may be identified by words such as “expect”, “should”, “could”, “must”, and similar expressions. Statements may change due to possible events or factors.

ASR Nederland NV cautions that the Statements may involve certain risks and uncertainties, such that the actual results, business, financial condition, results of operations, liquidity, investments, share price and business outlook. ‘ASR Nederland NV may differ materially from the Statements.

The actual results of ASR Nederland NV may differ from the Statements due to: (1) changes in general economic conditions; (2) changes in the conditions of the markets in which ASR Nederland NV is engaged;

  1. changes in the performance of financial markets generally; (4) changes in sales of insurance and/or other financial products; (5) the behavior of customers, suppliers, investors, shareholders or competitors;
  1. changes in relationships with key intermediaries or partnerships or termination of relationships with key intermediaries or partnerships; (7) unavailability and/or unaffordability of reinsurance; (8) deteriorations in the financial strength of customers, suppliers or financial institutions, countries/states and/or other counterparties; (9) technological developments; (10) changes in the implementation or operation of ICT systems or outsourcing; (11) changes in the availability or costs associated with sources of liquidity; (12) consequences of a possible (partial) disappearance of the European currency: the euro or the European Union; (13) changes in the frequency or severity of insured losses; (14) disaster or terrorism-related events; (15) changes in levels or trends of mortality or morbidity or changes in longevity;
  1. changes in laws or regulations and/or changes in the interpretation thereof, including, without limitation, Solvency II, IFRS and taxes; (17) changes in the policies of governments and/or regulatory or supervisory authorities; (18) changes in ownership that could affect the future availability of net operating loss, net capital or integrated loss; (19) changes in conclusions regarding accounting assumptions or methodologies; (20) adverse developments in legal and other proceedings and/or investigations or sanctions taken by supervisory authorities; (21) risks relating to mergers, acquisitions or divestitures (22) other financial risks such as currency fluctuations, interest rate fluctuations, liquidity or credit risks and (23) other risks and uncertainties detailed in the Risk Factors section contained in public disclosures made by ASR Nederland NV

The foregoing list of factors and developments is not exhaustive. All statements made by or on behalf of ASR Nederland NV refer only as of the date of the press release, unless required by applicable law. ASR Nederland NV disclaims any obligation to update or revise and publish any expectation, whether based on new information or otherwise. Neither ASR Nederland NV nor any of its directors, officers, employees make any representation, warranty or prediction about the expected results as included in the press release. The statements contained in this press release represent, in each case, only one of multiple possible scenarios and should not be considered the most likely or standard scenario.

All figures in this press release are unaudited.

ASR Nederland NV has taken all reasonable care to ensure the reliability and accuracy of this press release. Nevertheless, the information contained in this press release may be incomplete or incorrect. ASR Nederland NV accepts no liability for any damage resulting from this press release if the information contained in this press release is incorrect or incomplete.

This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities.



ASR Nederland SA published this content on November 14, 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unmodified, on November 14, 2022 09:11:04 UTC.

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2022 sales 6,133M
6,335 million
6,335 million
Net income 2022 790 million
Net debt 2022

PER 2022 ratio 7.66x
2022 return 6.06%
Capitalization 6,336 million
6,544 million
6,544 million
capi. / Sales 2022 1.03x
capi. / Sales 2023 1.00x
# of employees 4,242
Floating 96.9%


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Last closing price €43.45
Average target price €49.69
Average Spread / Target 14.4%