Asr Nederland N.v. · EURONEXT:ASRNL
Asr Nederland — Shareholder Meeting (January 2023)
33 slides from Asr Nederland's shareholder meeting presentation, Jan 17, 2023
Slide 1: a.s.r. Extraordinary General Meeting
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Slide 2: 1. Opening
1. Opening Joop Wijn Chair of the Supervisory Board Extraordinary General Meeting of Shareholders, 17 January 2023 2
Slide 3: Presence Supervisory Board & Executive Board
Presence Supervisory Board & Executive Board Joop Wijn Sonja Barendregt Herman Hintzen Gisella van Vollenhoven Gerard van Olphen Chair of the Supervisory Board Member Supervisory Board Vice Chair Supervisory Board Member Supervisory Board Member Supervisory Board Present at a.s.r. Present at a.s.r.
Slide 4: Agenda
Agenda 1. Opening 2. Acquisition of Aegon Nederland N.V. (“Aegon Nederland”) 3. Composition of the Executive Board 4. Composition of the Supervisory Board 5. Questions 6. Closing Extraordinary General Meeting of Shareholders, 17 January 2023 4
Slide 5: Announcements
Announcements Order of the meeting Webcast service (Dutch and English) Extraordinary General Meeting of Shareholders, 17 January 2023 5
Slide 6: 2. Acquisition of Aegon Nederland
2. Acquisition of Aegon Nederland Extraordinary General Meeting of Shareholders, 17 January 2023 6
Slide 7: Transaction strongly aligned with our strategic objectives
Transaction strongly aligned with our strategic objectives Creating a leading insurer • Compelling in-market business combination, offers unique in the Netherlands opportunity for significant cost synergies • Reinforcing a.s.r.’s overall #2 position in the Dutch market • Value enhancing transaction,
Slide 8: Transaction creates sustainable value for stakeholders
Transaction creates sustainable value for stakeholders Customers – Robust all round insurer Society – Positive impact on sustainability • Strong #2 position in Dutch market with broad range of • Applying a.s.r. SRI-policy for all investments of the products and services combination • Strong relation
Slide 9: Strengthening our strategic positioning across all pillars
Strengthening our strategic positioning across all pillars Transaction expected to accelerate delivery on strategic plans Execute on ESG strategy Sustainable growth in P&C and Disability Strengthening expertise in ESG investment solutions Value creation for all stakeholders VIII I Fortifying the
Slide 10: A financially attractive and value enhancing transaction
A financially attractive and value enhancing transaction Balance sheet prudence sustained Uplift in OCC Total consideration of € 4.9bn, comprising c. € 600m uplift in OCC, € 2.2bn cash consideration and unlevered and including synergies4 29.99% equity stake1 Financial discipline driving returns Step
Slide 11: Reinforcing a.s.r.'s overall #2 position in consolidated Dutch market
Reinforcing a.s.r.’s overall #2 position in consolidated Dutch market Overall Market position Disability Pensions DC Individual Life P&C IORP Pensions DB Mortgages (insurers) Extraordinary General Meeting of Shareholders, 17 January 2023 11
Slide 12: Reinforcing a.s.r.'s overall #2 position in consolidated Dutch market
Reinforcing a.s.r.’s overall #2 position1 in consolidated Dutch market GWP Total Life Insurance (in €m)1 a.s.r. (reported) a.s.r. (pro-forma)6 34.8% 27.4% 18.3% 16.0% 11.4% FY 2021 GWP2 FY 2021 GWP2 4.124 31% 3.246 Life 42% Life 2.167 Non-life Non-life 1.893 58% 1.353 69% Peer 1 a.s.r. Peer 2 a.s.r.
Slide 13: Key transaction terms (1/2)
Key transaction terms (1/2) ▪ All insurance activities of Aegon Nederland (Life, Pensions, Non-life), mortgage-origination, distribution and the banking activities Scope ▪ Aegon Asset Management Nederland retained for a period of 10 years for selected portfolios. a.s.r. will transfer the 3rd party m
Slide 14: Key transaction terms (2/2)
Key transaction terms (2/2) ▪ a.s.r. Executive Board stays unchanged with existing responsibilities. CEO term extended as from Closing to AGM 2026, overseeing the integration. In case the CEO does not serve a full term, the appointment of a successor requires the affirmative vote of both Aegon Group
Slide 15: Timeline
Timeline 27-10-2022: ▪ Announcement & Signing 17-01-2023: • EGM Q2 2023: • Regulatory approvals At the earliest 01-07-2023: • Closing At the earliest 1-10-2023: • Legal merger ASR Nederland N.V. and Aegon Nederland After legal merger: • Merge operating activities • Harmonise reporting formats, gover
Slide 16: Timeline
Timeline Integration plan business lines (indicative) T+1 / T+2 T+3 / T+4 Individual life Pension DB Pension DC Disability P&C D&S Mortgages Extraordinary General Meeting of Shareholders, 17 January 2023 16
Slide 17: Wrap-up
Wrap-up Compelling in-market business combination, offers unique opportunity for significant cost synergies Reinforcing a.s.r.’s overall #2 position in the Dutch market Value enhancing transaction, reflecting financial discipline Sustainable and robust capital structure retained Accelerated adoption
Slide 18: 2a. Proposal to approve the acquisition of Aegon Nederland
2. Acquisition of Aegon Nederland 2a. Proposal to approve the acquisition of Aegon Nederland • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 18
Slide 19: 2a. Voting: approve the acquisition of Aegon Nederland
2. Acquisition of Aegon Nederland 2a. Proposal to approve the acquisition of Aegon Nederland For XXX,XXX Against XXX,XXX Abstained XXX,XXX For xx,xx% Against xx,xx% Extraordinary General Meeting of Shareholders, 17 January 2023 19
Slide 20: 2b. Proposal to authorise issuance of ordinary shares
2. Acquisition of Aegon Nederland 2b. Proposal to authorise the Executive Board to issue ordinary shares and/or to grant rights to subscribe for ordinary shares in connection with the envisaged transaction and its financing • Questions • Voting Extraordinary General Meeting of Shareholders, 17 Janua
Slide 21: 2b. Proposal to authorise issuance of ordinary shares
2. Acquisition of Aegon Nederland 2b. Proposal to authorise the Executive Board to issue ordinary shares and/or to grant rights to subscribe for ordinary shares in connection with the envisaged transaction and its financing Extraordinary General Meeting of Shareholders, 17 January 2023 21
Slide 22: 2c. Proposal to restrict or exclude pre-emptive rights
2. Acquisition of Aegon Nederland 2c. Proposal to authorise the Executive Board to restrict or exclude pre-emptive rights in connection with the envisaged transaction and its financing • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 22
Slide 23: 2c. Proposal to restrict or exclude pre-emptive rights
2. Acquisition of Aegon Nederland 2c. Proposal to authorise the Executive Board to restrict or exclude pre-emptive rights in connection with the envisaged transaction and its financing • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 23
Slide 24: 3. Composition of the Executive Board
3. Composition of the Executive Board 3a. For discussion: proposal of the Supervisory Board to conditionally extend the current term of appointment of Jos Baeten as member and Chair of the Executive Board Extraordinary General Meeting of Shareholders, 17 January 2023 24
Slide 25: 4. Composition of the Supervisory Board
4. Composition of the Supervisory Board 4a. For discussion: announcement of the conditional nomination by the Supervisory Board to appoint two new members of the Supervisory Board Extraordinary General Meeting of Shareholders, 17 January 2023 25
Slide 26: 4b. Conditional recommendations to the Supervisory Board
4. Composition of the Supervisory Board 4b. Proposal to provide the opportunity for the Extraordinary General Meeting to make conditional recommendations to the Supervisory Board • Questions Extraordinary General Meeting of Shareholders, 17 January 2023 26
Slide 27: 4c. Appointment of Daniëlle Jansen Heijtmajer
4. Composition of the Supervisory Board 4c. Proposal for the conditional appointment of Daniëlle Jansen Heijtmajer as member of the Supervisory Board • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 27
Slide 28: 4c. Appointment of Daniëlle Jansen Heijtmajer
4. Composition of the Supervisory Board 4c. Proposal for the conditional appointment of Daniëlle Jansen Heijtmajer as member of the Supervisory Board • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 28
Slide 29: 4d. Appointment of Lard Friese
4. Composition of the Supervisory Board 4d. Proposal for the conditional appointment of Lard Friese as member of the Supervisory Board • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 29
Slide 30: 4d. Appointment of Lard Friese
4. Composition of the Supervisory Board 4d. Proposal for the conditional appointment of Lard Friese as member of the Supervisory Board • Questions • Voting Extraordinary General Meeting of Shareholders, 17 January 2023 30
Slide 31: 5. Questions before closing
5. Questions before closing Extraordinary General Meeting of Shareholders, 17 January 2023 31
Slide 32: 6. Closing
6. Closing Extraordinary General Meeting of Shareholders, 17 January 2023 32
Slide 33: Disclaimer
Disclaimer This presentation does not constitute an offer to sell or the solicitation of an offer for the sale or financial soundness of customers, suppliers or financial institutions, countries/states and/or other purchase of securities or any businesses or assets described in it, nor does it const
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