Aegon N : Registration statement form F-4

Filed Pursuant to Rule 424(b)(3) Registration No. 333-273041

PROSPECTUS

752,605,544 Common Shares

Dear shareholder,

On June 30, 2023, we announced our intention to change our legal domicile from the Netherlands to Bermuda. Subsequently, Aegon's group supervision will transfer to the Bermuda Monetary Authority, the current regulator of Aegon's three insurance entities incorporated in Bermuda under the Transamerica name. Following the combination of our Dutch insurance business with a.s.r. on July 4, 2023, we no longer have a regulated insurance business in the Netherlands. Under Solvency II rules, Aegon's current de facto group supervisor, the Dutch Central Bank, or DNB, can therefore no longer remain Aegon's group supervisor. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. The Solvency II Regime will continue to apply to our insurance businesses located in the European Union. Aegon's regulated insurance entities in the US, UK, Spain, Portugal and in other jurisdictions will continue to be supervised by their current local regulators.

The change of legal domicile to Bermuda allows us to maintain our headquarters in the Netherlands and to remain a Dutch tax resident. Bermuda has a well-developed system of corporate law, enabling application of international governance standards going forward, and is a well-known location for insurance companies, including three of Aegon's current subsidiaries. In addition, Bermuda's regulatory regime is well recognized, having been granted equivalent status by the EU under the Solvency II regime, and by the UK under its own solvency regime. It is also considered to be a qualified jurisdiction and reciprocal jurisdiction by the U.S. National Association of Insurance Commissioners (subject to certain limitations and exceptions). While DNB ceased to be our default group supervisor following the combination of the Dutch insurance business with a.s.r. on the basis of the Solvency II regime, DNB has agreed to temporarily stay on as de facto group supervisor on the basis of a delegation agreement with the Spanish supervisory authority, the Direccíón General de Seguros y Fondos de Pensiones, or DGSFP, to ensure a smooth transfer of group supervision. In the interim phase, the presence of a continued and constant delegated group supervisor therefore is ensured.

In the past two and a half years, we have worked hard to execute the strategy as communicated to you at our capital markets day in December 2020. We have been able to deliver on many of our strategic intentions, such as sharpening our strategic focus and improving Aegon's strategic and financial profile through enhanced operational performance and strengthening of our capital position. The completion of the transaction with a.s.r. on July 4, 2023, formed a leader in the Dutch insurance market and enables Aegon to increase its focus on creating advantaged businesses in chosen markets outside the Netherlands. We believe the proposed redomiciliation will help us succeed in furthering our strategic intentions going forward as presented at our capital markets day on June 22, 2023. Upon completion of the redomiciliation to Bermuda, Aegon's headquarters will remain in the Netherlands, Aegon will remain a Dutch tax resident and Aegon's shares will remain listed on Euronext Amsterdam and NYSE. Aegon will continue to report under the IFRS accounting standards. Aegon is exploring the implementation of U.S. GAAP in the medium term, in addition to IFRS, so as to allow for better comparison against U.S. peers and provide long-term strategic flexibility for the Aegon Group.

We ask the Aegon general meeting of shareholders for approval of the proposed redomiciliation. The purpose of this U.S. Shareholder Circular is to ensure that Aegon's U.S. shareholders are adequately informed of the facts and circumstances relevant to vote on the approval of the proposed redomiciliation. See "About this U.S. Shareholder Circular".

As further explained in this U.S. Shareholder Circular, the Executive Board and the Supervisory Board of Aegon have concluded that the proposed redomiciliation is in the interest of Aegon and its stakeholders, and unanimously recommend voting in favor of the proposed redomiciliation. We encourage you to read the information included or incorporated by reference in this U.S. Shareholder Circular carefully. We hope that you will follow the recommendation of the Executive Board and Supervisory Board and vote in favor of the proposed redomiciliation.

We greatly value your support as shareholder and look forward to the Extraordinary General Meeting to be held on September 29, 2023.

Yours sincerely, /s/ Eilard Friese

Eilard Friese, CEO and Chairman of the Executive Board /s/ William L.A. Connelly

William L.A. Connelly, Chairman of the Supervisory Board

None of the Securities and Exchange Commission, any state securities commission, the Registrar of Companies of Bermuda or the Bermuda Monetary Authority has approved or disapproved the conversions and other transactions described in this U.S. Shareholder Circular, nor have they approved or disapproved of the securities to be registered under this U.S. Shareholder Circular or determined if this U.S. Shareholder Circular is accurate or complete. Any representation to the contrary is a criminal offense.

Our common shares are listed on the Euronext Amsterdam under the symbol "AGN", and our common shares of New York registry are listed on the New York Stock Exchange under the symbol "AEG". The common shares of Aegon Ltd. will remain listed under the same symbol after the Redomiciliation.

Investing in our common shares involves risks. See "Risk Factors" beginning on page 22 of this prospectus.

This U.S. Shareholder Circular is dated August 17, 2023.

TABLE OF CONTENTS
ABOUT THIS U.S. SHAREHOLDER CIRCULAR	1
FREQUENTLY USED TERMS	3
FORWARD LOOKING STATEMENTS	7
QUESTIONS AND ANSWERS ABOUT THE REDOMICILIATION	10
SUMMARY	15
RISK FACTORS	22
THE REDOMICILIATION	25
DESCRIPTION OF SECURITIES	32
COMPARISON OF AEGON N.V. AND AEGON LTD. GOVERNANCE	46
MAJOR SHAREHOLDERS	57
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	58
BUSINESS	59
MANAGEMENT	60
RELATED PARTY TRANSACTIONS	61
TAXATION	62
LEGAL MATTERS	65
EXPERTS	65
ENFORCEMENT OF CIVIL LIABILITIES	66
INDEMNIFICATION	67
WHERE YOU CAN FIND MORE INFORMATION	68
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE	69
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ABOUT THIS U.S. SHAREHOLDER CIRCULAR

This document, which forms part of a registration statement on Form F-4 filed with the U.S. Securities and Exchange Commission, or SEC, by Aegon N.V. (File No. 333-273041), constitutes a prospectus of Aegon Ltd. and Aegon N.V. under Section 5 of the U.S. Securities Act of 1933, as amended, or the Securities Act, with respect to the Aegon Ltd. securities to be held by persons in the United States if the redomiciliation transactions described herein are consummated. The contents of this U.S. Shareholder Circular are substantially similar to the Shareholder Circular provided separately to Shareholders of Aegon N.V. in connection with the Extraordinary General Meeting of Aegon N.V. to be held on September 29, 2023, as modified herein in order to satisfy the requirements for registration statements specified by the SEC. This document is meant to serve solely as a prospectus in connection with such registration and is not intended as a substitute for any such Shareholder Circular provided separately to you. As foreign private issuers, Aegon N.V. and Aegon S.A. are exempt from U.S. proxy rules pursuant to Rule 3a12-3(b) under the Exchange Act, and this document is not required to comply with U.S. proxy rule requirements as a result.

Neither this U.S. Shareholder Circular nor the information herein constitutes an offer of securities under Dutch or Bermuda law, and this U.S. Shareholder Circular is not a prospectus or an offering document within the meaning of Dutch or Bermuda law and the rules of the Bermuda securities regulator or the Dutch Authority for the Financial Markets (Stichting Autoriteit Financiële Markten).

This U.S. Shareholder Circular incorporates important business and financial information about Aegon that is not included in or delivered with this U.S. Shareholder Circular. You can obtain the documents incorporated by reference in this U.S. Shareholder Circular through the SEC website at http://www.sec.gov. Such information will also be available in hard copy without charge upon written or oral request by contacting Aegon at the following address and telephone number no later than September 22, 2023, which is the date that is five business days before the date of the extraordinary general meeting of Aegon N.V. to be held on September 29, 2023:

Investor Relations

Aegon N.V.

Aegonplein 50

2591 TV The Hague

The Netherlands

Tel: [phone]E-mail: [e-mail]

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AEGON N.V.

With roots dating back more than 175 years, Aegon N.V., through its member companies, which we collectively refer to as "Aegon" or the "Aegon Group", is a global financial services company with its headquarters in The Hague, the Netherlands. Our common shares are listed on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the principal market for our common shares, on which they trade under the symbol "AGN". Our common shares, in the form of New York Registry Shares, or NYRSs, are also listed on the New York Stock Exchange under the symbol "AEG". Holders of NYRSs hold their shares in the registered form issued by Aegon's New York transfer agent on Aegon's behalf. NYRSs and shares of Aegon N.V. listed on Euronext are exchangeable on a one-to-one basis and are entitled to the same rights, except that cash dividends are paid in U.S. dollars on NYRSs. Aegon operates in several countries in the Americas, Europe and Asia, and serves millions of customers. Its main markets are the United States, the United Kingdom and, through Aegon's 29.99% shareholding in a.s.r. and its asset management business, the Netherlands. Aegon encourages product innovation and fosters an entrepreneurial spirit within its businesses. New products and services are developed by local business units with a continuous focus on helping people take responsibility for their financial future. Aegon uses a multi-brand,multi-channel distribution approach to meet its customers' needs. Aegon faces intense competition from a large number of other insurers, as well as non-insurance financial services companies such as banks, broker-dealers and asset managers, for individual customers, employer and other group customers and agents and other distributors of insurance and investment products.

Aegon N.V. is a holding company. Aegon's products and services include insurance, long-term savings, banking and asset management. Aegon's operations are conducted through its operating subsidiaries. Aegon's headquarters are located at Aegonplein 50, P.O. Box 85, 2501 CB The Hague, the Netherlands (telephone [phone]; internet: www.aegon.com). The information contained in, or that can be accessed through, our website is not incorporated by reference and is not part of this U.S. Shareholder Circular.

AEGON S.A.

In connection with the Redomiciliation, Aegon N.V. will be converted into Aegon S.A., a Luxembourg public limited liability company (société anonyme) for a limited amount of time between the Luxembourg Conversion Effective Time and the Bermuda Conversion Effective Time (each as defined herein) (which is expected to take place on the same day as the Luxembourg Conversion, as soon as practicable following the Luxembourg Conversion Effective Time). Throughout the Redomiciliation, Aegon will retain its legal personality without interruption and will continue to exist as Aegon S.A. and subsequently Aegon Ltd., and the shares of Aegon will remain issued and outstanding, and will become common shares of Aegon S.A. and subsequently Aegon Ltd.

AEGON LTD.

In connection with the Redomiciliation, Aegon S.A. will be converted into Aegon Ltd., a Bermuda exempted company with liability limited by shares. Throughout, Aegon will retain its legal personality without interruption and will continue to exist after completion of the Redomiciliation as Aegon Ltd., and the shares of Aegon will remain issued and outstanding, and will become common shares of Aegon Ltd. Aegon's headquarters will remain in the Netherlands, and Aegon will remain a Dutch tax resident. Aegon Ltd. will be a holding company and Aegon's operations will continue to be conducted through its operating subsidiaries. After consulting the members of the college of supervisors, the BMA has informed Aegon that the BMA will become its group supervisor if Aegon were to transfer its legal seat to Bermuda. Aegon Ltd.'s common shares will remain listed on Euronext Amsterdam, a regulated market operated by Euronext Amsterdam N.V., the principal market for our common shares, on which they will continue to trade under the symbol "AGN". Aegon Ltd.'s common shares, in the form of NYRSs, will also remain listed on the New York Stock Exchange under the symbol "AEG".

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FREQUENTLY USED TERMS

Capitalized terms used in this U.S. Shareholder Circular have the meanings given below, unless the context requires otherwise (words in the singular form include the plural form, and vice versa):

"Aegon"	means Aegon N.V. until the Luxembourg Conversion Effective Time and (i) after the
	Luxembourg Conversion Effective Time and before the Bermuda Conversion Effective Time,
	Aegon S.A., and (ii) after the Bermuda Conversion Effective Time, Aegon Ltd.
"Aegon Group"	means Aegon together with its subsidiaries
"Aegon Ltd."	means Aegon Ltd., a Bermuda Ltd.
"Aegon Ltd. Common Share"	means a common share in the share capital of Aegon Ltd.
"Aegon Ltd. Share"	means a share in the share capital of Aegon Ltd.
"Aegon N.V."	means Aegon N.V., a Dutch public limited liability company
"Aegon N.V. Common Share B"	means a common share B in the share capital of Aegon N.V.
"Aegon N.V. Creditor"	means a creditor of Aegon N.V.
"Aegon N.V. Share"	means a share in the share capital of Aegon N.V.
"Aegon S.A."	means Aegon S.A., a Luxembourg public limited liability company (société anonyme)
"AFM"	means the Dutch Authority for the Financial Markets
"Amended 1983 Merger Agreement"	means the merger agreement between Aegon and Vereniging Aegon, as originally entered into
	in 1983 and as amended and restated May 29, 2013 and filed as exhibit 10.1 to the registration
	statement
"Articles of Association"	means the articles of association of Aegon N.V., as amended, and filed as exhibit 3.1 to the
	registration statement
"a.s.r."	means ASR Nederland N.V.
"ASR Transaction"	means the sale of the Aegon Dutch insurance business that was completed on July 4, 2023, as
	a result of which the Aegon Dutch insurance business was combined with a.s.r.'s business
	operations in the Netherlands, in return for (i) cash consideration of EUR 2.2 billion and
	(ii) 29.99% of the issued and outstanding shares of a.s.r. pursuant to the Business Combination
	Agreement filed as exhibit 10.2 to the registration statement
"Audit Committee Decree"	means the Dutch Decree of July 26, 2008 implementing Article 41 of Directive No.
	2006/43/EC of the European Parliament and of the Council of the European Union of May 17,
	2006 on statutory audits of annual accounts and consolidated accounts, amending Directives
	No. 78/660/EEC and No. 83/349/EEC of the Council of the European Communities and
	repealing Directive No. 84/253/EEC of the Council of the European Communities
"Bermuda Conversion"	has the meaning as set out in "The Redomiciliation-Structure of the Redomiciliation"
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