Aegon, a leading international insurance and financial services company, received shareholder approval for the initial phase of its redomiciliation to Bermuda at an Extraordinary General Meeting (EGM).
The decision, which represents a pivotal strategic shift for the company, was made during the EGM, where shareholders also voted in favour of several crucial agenda items.
One of the key changes endorsed by shareholders at the meeting was the amendment to the Articles of Association of Aegon N.V., marking the company’s conversion into a Luxembourg Société Anonyme (S.A.).
Additionally, shareholders confirmed the appointment of members to the Board of Directors for both Aegon S.A. and the Board of Aegon Ltd.
This significant corporate restructuring initiative comes on the heels of Aegon’s closure of a transaction with a.s.r., which resulted in the discontinuation of Aegon’s regulated insurance entity in the Netherlands.
Consequently, under Solvency II regulations, the Dutch central bank could no longer maintain its role as Aegon’s group supervisor. In response to this development, discussions within the college of supervisors led to the Bermuda Monetary Authority expressing its willingness to assume the role of Aegon’s group supervisor if the company chose to relocate its legal domicile to Bermuda.
However, Dutch law presents a hurdle for a direct transfer of a company’s legal domicile to a country outside of the European Economic Area. As a workaround, Aegon has opted to first change its legal domicile to Luxembourg, a jurisdiction that allows for such relocations.
Following the successful EGM in the Netherlands, Aegon is now poised to proceed with a second EGM in Luxembourg scheduled for tomorrow.
During this second EGM, shareholders will have the opportunity to vote on the resolution for the second step of the redomiciliation process. Upon the adoption of this resolution and the completion of the EGM in Luxembourg, the company’s redomiciliation to Bermuda is slated for implementation on September 30, 2023.