Obbligazione Aegon 5.5% ( US007924AJ23 ) in USD

Aegon

98.777 USD ▼

Paesi Bassi

US007924AJ23 ( in USD )

5.5% per anno ( pagato 2 volte l'anno)

10/04/2048

Prospetto opuscolo dell'obbligazione Aegon US007924AJ23 en USD 5.5%, scadenza 10/04/2048

200 000 USD

800 000 000 USD

007924AJ2

BBB- ( Lower medium grade - Investment-grade )

Baa2 ( Lower medium grade - Investment-grade )

11/04/2025 ( In 86 giorni )

Aegon è una compagnia di assicurazioni e gestione patrimoniale internazionale con sede nei Paesi Bassi.

The Obbligazione issued by Aegon ( Netherlands ) , in USD, with the ISIN code US007924AJ23, pays a coupon of 5.5% per year.
The coupons are paid 2 times per year and the Obbligazione maturity is 10/04/2048

The Obbligazione issued by Aegon ( Netherlands ) , in USD, with the ISIN code US007924AJ23, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Obbligazione issued by Aegon ( Netherlands ) , in USD, with the ISIN code US007924AJ23, was rated BBB- ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.

424B2
424B2 1 d560006d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424B2
File no. 333-220276

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Class of Securities Offered

Offering Price

Registration Fee
Subordinated notes of AEGON N.V.(2)

$800,000,000

$99,600.00

(1)
The Registrant filed the registration statement of which this prospectus supplement forms a part (Registration No. 333-220726) on August 31, 2017
(this "Registration Statement"). In accordance with Rules 456(b) and 457(r), the Registrant deferred payment of all of the registration fees for
securities sold under this Registration Statement.
Table of Contents
Prospectus Supplement
(To Prospectus dated August 31, 2017)
$800,000,000

Aegon N.V.
(a Netherlands public company with limited liability)
5.500% Fixed-to-Floating Rate Subordinated Notes due 2048

We are issuing $800,000,000 aggregate principal amount of 5.500% fixed-to-floating rate subordinated notes due April 11, 2048, or Subordinated Notes. The Subordinated
Notes will be issued in denominations of $200,000 and in integral multiples of $1,000 in excess thereof, will constitute our direct, unsecured and subordinated securities and, in the
event of our bankruptcy, winding up, moratorium or emergency regulations being applied to us, will be subordinated in right of payment to the prior payment in full of all of our
Senior Debt (as defined herein), present and future, but will rank senior to all our classes of share capital and to any Junior Subordinated Indebtedness.
The Subordinated Notes are scheduled to be repaid on April 11, 2048. Under certain conditions, we will be required to postpone this repayment. See "Description of the
Subordinated Notes--Maturity, Redemption, Substitution, Variation and Purchases--Condition for Redemption or Purchase of Subordinated Notes" and "Description of the
Subordinated Notes--Non-Payment When Due; Limitation of Remedies."
We may, subject to the satisfaction of certain conditions and subject to our first obtaining any required approval of our Supervisory Authority, (i) on April 11, 2028, or on any
interest payment date thereafter, redeem the Subordinated Notes at our option in whole (but not in part) at their aggregate principal amount, together with any accrued but unpaid
interest to (but excluding) the date fixed for redemption and any Arrears of Interest or (ii) redeem the Subordinated Notes upon the occurrence of certain tax, regulatory
disqualification or rating methodology events. We may also, subject to the satisfaction of certain conditions and subject to our first obtaining any required approval of our
Supervisory Authority, substitute or vary the Subordinated Notes upon the occurrence of certain tax, regulatory disqualification or rating methodology events. See "Description of
the Subordinated Notes."
The Subordinated Notes will bear interest at an initial fixed rate of 5.500% per annum on their outstanding principal amount from (and including) the issuance date, payable in
U.S. dollars semi-annually in arrears on April 11 and October 11 of each year, commencing on October 11, 2018 to but excluding April 11, 2028, or the date of any earlier
redemption; thereafter, the Subordinated Notes will bear interest at a floating rate per annum equal to the then-current six-month LIBOR plus 3.539%, payable semi-annually in
arrears on April 11 and October 11 of each year, and will reset semi-annually on each interest payment date commencing on April 11, 2028, in each case subject to the conditions
described under "Description of the Subordinated Notes." As more fully described in this prospectus supplement under "Description of the Subordinated Notes--Deferral of Interest
Payments," in the absence of deferral of interest in accordance with certain required deferral provisions and mandatory interest payment provisions, payment of interest on the
Subordinated Notes may be deferred at our option.
We will apply to list the Subordinated Notes on the New York Stock Exchange under the symbol "AG48." If listing is approved, we expect trading of the Subordinated Notes
to begin within 30 days after the initial delivery of the Subordinated Notes.

Investing in the Subordinated Notes involves risks. See "Risk Factors" beginning on page S-15.
The Subordinated Notes may be written down, converted or become subject to other exercise of Dutch Bail-in Power (as defined herein). See "Description of the Subordinated
Notes--Agreement and Acknowledgment with Respect to the Exercise of Dutch Bail-in Power."

Underwriting
Proceeds to

Price to public (1)
discount

Aegon N.V. (2)
Per Subordinated Note

$
200,000
$
2,000
$
198,000
Total

$
800,000,000
$
8,000,000
$
792,000,000
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2

(1)
Plus accrued interest, if any, from April 11, 2018 if settlement occurs after that date.
(2)
Before deducting expenses. See "Underwriting."
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined that
this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The underwriters will deliver the Subordinated Notes in book-entry form only through the facilities of The Depository Trust Company on or about April 11, 2018. Beneficial
interests in the Subordinated Notes will be shown on, and transfers thereof will be effected only through, records maintained by The Depository Trust Company and its participants,
including Euroclear Bank SA/NV ("Euroclear"), and Clearstream Banking, S.A. ("Clearstream, Luxembourg").

Joint Book-Running Managers

J.P. Morgan
BofA Merrill
Deutsche Bank
Morgan Stanley
Wells Fargo

Sole Structuring Agent to the Issuer
Lynch

Securities

Securities

The date of this Prospectus Supplement is April 4, 2018.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
S-1
Important Information
S-2
The Offering
S-3
Summary Information--Questions and Answers
S-9
Risk Factors
S-15
Use of Proceeds
S-46
Ratios of Earnings to Fixed Charges
S-46
Where You Can Find More Information About Us
S-47
Incorporation of Certain Information We File With The SEC
S-47
Capitalization
S-48
Selected Historical Financial Data
S-49
Description of the Subordinated Notes
S-51
Taxation in the Netherlands
S-71
Taxation in the United States
S-74
Underwriting
S-78
Settlement
S-86
Legal Matters
S-86
Experts
S-86
Prospectus

Forward Looking Statements

1
About This Prospectus

3
Aegon N.V.

3
AEGON Funding Company LLC

3
Where You Can Find More Information About Us

3
Incorporation of Certain Information We File with the SEC

4
Financial Information

5
Enforcement of Civil Liabilities

5
Use of Proceeds

6
Ratios of Earnings to Fixed Charges

6
Description of Share Capital and Articles of Association of Aegon N.V.

7
Description of Debt Securities

12
Description of Warrants

23
Description of Guarantees

24
Description of Purchase Contracts

25
Description of Units

26
Taxation in the Netherlands

26
Common Shares of Aegon N.V.

28
Debt Securities of Aegon N.V. AND AFC

32
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
Taxation in the United States

35
U.S. Federal Income Tax Consequences to U.S. Holders

36
U.S. Federal Income Tax Consequences to Non-U.S. Holders

43
ERISA Considerations

45
Plan of Distribution

47
Legal Matters

48
Experts

48
Table of Contents
We have not, and the underwriters have not, taken any action to permit a public offering of the Subordinated Notes outside the United States or to
permit the possession or distribution of this prospectus supplement and the accompanying prospectus outside the United States in any jurisdiction where
action for that purpose is required. Persons outside the United States who come into possession of this prospectus supplement and the accompanying
prospectus must inform themselves about and observe any restrictions relating to the offering of the Subordinated Notes and the distribution of this
prospectus supplement and the accompanying prospectus outside the United States. We reserve the right to withdraw this offering of the Subordinated
Notes at any time.
This prospectus supplement and the accompanying prospectus are not a prospectus for the purpose of the Financial Markets Supervision Act (Wet op
het financieel toezicht) and have not been approved by the Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten). This
prospectus supplement has been prepared on the basis that any offer of Subordinated Notes in any Member State of the European Economic Area ("EEA")
will be made pursuant to an exemption under Directive 2003/71/EC (as amended, the "Prospectus Directive") from the requirement to publish a
prospectus for offers of notes. This prospectus supplement is not a prospectus for the purposes of the Prospectus Directive.
For information relating to transactions that stabilize the market price of the Subordinated Notes in connection with the offering, see "Underwriting
--Short Positions."
ABOUT THIS PROSPECTUS SUPPLEMENT
You should rely only on information contained in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters
have not, authorized anyone to provide you with information different from that contained in this prospectus supplement and the accompanying prospectus.
We are offering to sell the Subordinated Notes, and seeking offers to buy the Subordinated Notes, only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and
therein is accurate only as of the respective dates of such documents, regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or the time of any sale of the Subordinated Notes. Our business, financial condition, results of operations and prospects may have changed since
that date. In this prospectus supplement and the accompanying prospectus, except as otherwise noted, "we," "us," "our" and "Aegon" refer to Aegon N.V.
and any or all of our subsidiaries and joint ventures as the context requires. References in this prospectus supplement to "U.S. dollars," "$" or "USD" are to
the lawful currency of the United States of America, and references to "euro," "" or "EUR" are to the lawful currency of the member states of the
European Monetary Union that have adopted the single currency in accordance with the Treaty establishing the European Community, as amended by the
Treaty on European Union. References to the "United States" or to "U.S." are to the United States of America.
This prospectus supplement contains the terms of the offering of the Subordinated Notes. Certain additional information about us is contained in the
accompanying prospectus. This prospectus supplement, or the information incorporated by reference in this prospectus supplement or in the accompanying
prospectus, may add, update or change information in the accompanying prospectus. If the information in this prospectus supplement or the information
incorporated by reference in this prospectus supplement or in the accompanying prospectus is inconsistent with the accompanying prospectus, this
prospectus supplement or the information incorporated by reference in this prospectus supplement or in the accompanying prospectus, as applicable, will
apply and will supersede the information in the accompanying prospectus. Terms used in this prospectus supplement that are otherwise not defined will
have the meanings given to them in the accompanying prospectus or the Indenture (as defined under "Description of the Subordinated Notes" beginning on
page S-51 of this prospectus supplement).
It is important for you to read and consider all information contained in this prospectus supplement and the accompanying prospectus in making your
investment decision. You should also read and consider the information in the documents we have referred you to under "Where You Can Find More
Information About Us" on page S-47 of this prospectus supplement and page 5 of the accompanying prospectus.

S-1
Table of Contents
IMPORTANT INFORMATION
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
MiFID II product governance / Professional investors and ECPs only target market  Solely for the purposes of each manufacturer's product
approval process, the target market assessment in respect of the Subordinated Notes has led to the conclusion that: (i) the target market for the
Subordinated Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, "MiFID II"); and (ii) all
channels for distribution of the Subordinated Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Subordinated Notes (a "distributor") should take into consideration the manufacturers' target market assessment; however, a
distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Subordinated Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
PRIIPs Regulation / Prohibition of Sales to EEA Retail Investors  The Subordinated Notes are not intended to be offered, sold or otherwise
made available to and should not be offered, sold or otherwise made available to any retail investor in the EEA. For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10) of
Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in the Prospectus Directive. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Subordinated Notes or otherwise making them available
to retail investors in the EEA has been prepared and therefore offering or selling the Subordinated Notes or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

S-2
Table of Contents
THE OFFERING
This summary may not contain all of the information that may be important to you. You should read the entire prospectus supplement and the
accompanying prospectus, including the financial data and related notes and the documents incorporated by reference in this prospectus supplement
and the accompanying prospectus, before making a decision to invest in the Subordinated Notes. The terms capitalized below are defined terms,
which are defined under "Description of the Subordinated Notes" or in the accompanying prospectus and have the same meaning when used herein.
The Subordinated Notes will be a separate series of subordinated debt securities of Aegon N.V., as described in this prospectus supplement and
the accompanying prospectus, and will be issued under an indenture, as supplemented by a ninth supplemental indenture, among Aegon N.V., The
Bank of New York Mellon Trust Company, N.A., as trustee, and Citibank, N.A., as paying agent and calculation agent.

Issuer
Aegon N.V.

Securities Offered
5.500% Fixed-to-Floating Rate Subordinated Notes due 2048, with an aggregate principal
amount of $800,000,000.

Scheduled Maturity Date
April 11, 2048. Repayment of the Subordinated Notes on the Scheduled Maturity Date may
be postponed under certain circumstances. See "Summary Information--Questions and
Answers," "Description of the Subordinated Notes--Maturity, Redemption, Substitution,
Variation and Purchases--Condition for Redemption or Purchase of Subordinated Notes"
and "Description of the Subordinated Notes--Non-Payment When Due; Limitation of
Remedies."

Interest
Interest on the Subordinated Notes will accrue from (and including) the issuance date to but
excluding April 11, 2028 at a fixed rate of 5.500% per annum (calculated on a 30/360 day
basis).

From and including April 11, 2028 to but excluding April 11, 2048 or the date of any earlier
redemption, interest on the Subordinated Notes will accrue at a floating rate per annum
(calculated on an actual/360 day basis) and will reset semi-annually on each Floating Rate
Interest Payment Date commencing on April 11, 2028 and will be equal to the then-current
six-month LIBOR plus 3.539% (calculated on an actual/360 day basis).

Interest will accrue on the Subordinated Notes from the issuance date of the Subordinated
Notes until the full outstanding principal amount of such Subordinated Note is paid or duly
made available for payment. Each Subordinated Note will cease to bear interest from the

relevant date on which payment is due, unless, upon due presentation, payment of principal is
improperly withheld or refused or default is otherwise made in the payment thereof, in which
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
event, such principal amount will continue to bear interest at the interest rate then applicable
to the principal amount of the Subordinated Notes.

S-3
Table of Contents
Interest Payment Dates
Subject to our right or obligation to defer Interest Payments as described under "Description
of the Subordinated Notes--Deferral of Interest Payments," interest accrued on the
Subordinated Notes will be payable: (a) to but excluding April 11, 2028, on April 11 and
October 11 of each year, commencing on October 11, 2018, and (b) from and including April
11, 2028 to but excluding April 11, 2048 or the date of any earlier redemption, on April 11
and October 11 of each year, commencing on October 11, 2028.

Regular Record Dates
We will make any required Interest Payments through the paying agent to the person in
whose name such Subordinated Note is registered at the close of business 15 calendar days
preceding the applicable Interest Payment Date, whether or not such day is a Business Day.

Status and Subordination
The Subordinated Notes constitute our direct, unsecured, subordinated securities and, in the
event of our bankruptcy, winding up, moratorium or emergency regulations being applied to
us, the Subordinated Notes will be subordinated in right of payment to the prior payment in
full of all of our Senior Debt, present and future, but will rank senior to all our classes of
share capital and to any Junior Subordinated Indebtedness.

Option to Defer Interest Payments
We may in respect of any Interest Payment that would, in the absence of deferral in
accordance with the provisions contained herein, be due and payable, defer all or part of such
interest payment.

We will make any such election by giving written notice to the trustee, paying agent and the
holders of the Subordinated Notes not less than 10 Business Days prior to the relevant
Interest Payment Date.

Required Deferral of Interest
If any Interest Payment is due to be made on a Required Interest Deferral Date, then we will
defer such Interest Payment (and payment of any Arrears of Interest), and we will not have
any obligation to make all or part of, such Interest Payment (or any payment of Arrears of
Interest). See "Summary Information--Questions and Answers."

Issuer's Optional Redemption
Subject to the provisions set out in "Description of the Subordinated Notes--Maturity,
Redemption, Substitution, Variation and Purchases--Condition for Redemption or Purchase
of Subordinated Notes" and subject to our having received the prior approval of our
Supervisory Authority if required pursuant to the then applicable Capital Adequacy
Regulations, we may, having given notice in accordance with the provisions set out in
"Description of the Subordinated Notes--Maturity, Redemption, Substitution, Variation and
Purchases--Notice of Redemption," redeem the Subordinated Notes in whole (but not in
part) at our option on April 11, 2028, or on any Interest Payment Date thereafter at their Base
Redemption Price. See "Summary Information--Questions and Answers."

S-4
Table of Contents
Redemption for Tax Reasons
Subject to the provisions set out in "Description of the Subordinated Notes--Maturity,
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
Redemption, Substitution, Variation and Purchases--Condition for Redemption or Purchase
of Subordinated Notes" and subject to our having received the prior approval of our
Supervisory Authority if required pursuant to the then applicable Capital Adequacy
Regulations, upon the occurrence of certain Tax Events, we may, having given notice in
accordance with the provisions set out in "Description of the Subordinated Notes--Maturity,
Redemption, Substitution, Variation and Purchases--Notice of Redemption," redeem the
Subordinated Notes in whole (but not in part) at their Base Redemption Price.

Redemption for Regulatory Reasons
Subject to the provisions set out in "Description of the Subordinated Notes--Maturity,
Redemption, Substitution, Variation and Purchases--Condition for Redemption or Purchase
of Subordinated Notes" and subject to our having received the prior approval of our
Supervisory Authority if required pursuant to the then applicable Capital Adequacy
Regulations, upon the occurrence of a Capital Disqualification Event, we may, having given
notice in accordance with the provisions set out in "Description of the Subordinated Notes--
Maturity, Redemption, Substitution, Variation and Purchases--Notice of Redemption,"
redeem the Subordinated Notes in whole (but not in part) at their Base Redemption Price.

Redemption for Rating Reasons
Subject to the provisions set out in "Description of the Subordinated Notes--Maturity,
Redemption, Substitution, Variation and Purchases--Condition for Redemption or Purchase
of Subordinated Notes" and subject to our having received the prior approval of our
Supervisory Authority if required pursuant to the then applicable Capital Adequacy
Regulations, upon the occurrence of a Rating Methodology Event, we may, having given
notice in accordance with "Description of the Subordinated Notes--Maturity, Redemption,
Substitution, Variation and Purchases--Notice of Redemption," redeem the Subordinated
Notes in whole (but not in part) at their Base Redemption Price.

Substitution and Variation of the Subordinated Notes
If a Tax Event, a Capital Disqualification Event or a Rating Methodology Event has occurred
and is continuing, then we may, subject to the provisions set out in "Description of the
Subordinated Notes--Maturity, Redemption, Substitution, Variation and Purchases--
Substitution and Variation of the Subordinated Notes" and having given not less than seven
days' written notice to the trustee, the paying agent and the holders of the Subordinated
Notes, at any time either substitute the Subordinated Notes in whole (but not in part) for, or
vary the terms of the Subordinated Notes so that they remain or, as appropriate, become,
Qualifying Securities.

Additional Amounts
Subject to our right or obligation to defer Interest Payments as described under "Description
of the Subordinated Notes--Deferral of Interest Payments," we will pay Additional Amounts
that may be

S-5
Table of Contents
necessary to gross up payments on the Subordinated Notes in accordance with "Description
of the Subordinated Notes--Taxation; Additional Amounts" for any withholding tax imposed

by the government of the Netherlands or a Successor Jurisdiction, subject to customary
exceptions.

U.S. Federal Income Tax Considerations
For a discussion of the U.S. federal income tax consequences of purchase, ownership and
disposition of the notes, see "Taxation in the United States."

Non-Payment When Due; Limitation of Remedies
The Events of Default and rights to accelerate described, and certain remedies provided for,
in the accompanying prospectus under "Description of Debt Securities--Events of Default"
do not apply to the Subordinated Notes.

The Subordinated Notes and the Indenture provide for acceleration of payment of the
principal amount of the Subordinated Notes and interest then accrued thereon, if any,

https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
(including any Arrears of Interest), only upon a Winding Up, as described under "Description
of the Subordinated Notes--Non-Payment When Due; Limitation of Remedies."

In addition if a Non-Payment Event occurs and is continuing, holders of the Subordinated
Notes have the absolute and unconditional right to institute suit for the enforcement of any
Interest Payment that we do not timely elect to defer or are not obliged to defer, or any

payment of principal that we are not required to postpone. The trustee may not, however, in
the case of a Non-Payment Event in respect of an Interest Payment (and with respect to a
Mandatory Interest Payment Date and any Arrears of Interest) declare the principal amount of
any outstanding Subordinated Note to be due and payable.

Agreement and Acknowledgment with
No principal of, or interest on, the Subordinated Notes shall become due and payable after
Respect to the Exercise of Dutch Bail-In Power
the exercise of any Dutch Bail-in Power by the relevant resolution authority except as
permitted under the laws and regulations of The Netherlands and the European Union
applicable to us.

By acquiring any Subordinated Notes, each holder and beneficial owner of a Subordinated
Note or any interest therein acknowledges, agrees to be bound by, and consents to the
exercise of, any Dutch Bail-in Power by the relevant resolution authority that may result in

(a) the reduction or cancellation of all, or a portion, of the principal amount of, or interest on,
the Subordinated Notes and/or (b) the conversion of all, or a portion, of the principal amount
of, or interest on, the Subordinated Notes into shares or other securities or other obligations
of Aegon N.V. or another person, including by means of a

S-6
Table of Contents
variation to the terms of the Subordinated Notes or any expropriation of the Subordinated
Notes, in each case, to give effect to the exercise by the relevant resolution authority of such
Dutch Bail-in Power. Each holder and beneficial owner of a Subordinated Note or any
interest therein further acknowledges and agrees that the rights of holders and beneficial
owners of a Subordinated Note or any interest therein are subject to, and will be varied, if

necessary, so as to give effect to, the exercise of any Dutch Bail-in Power by the relevant
resolution authority. In addition, by acquiring any Subordinated Notes, each holder and
beneficial owner of a Subordinated Note or any interest therein further acknowledges, agrees
to be bound by, and consents to the exercise by the relevant resolution authority of, any
power to suspend any payment in respect of the Subordinated Notes for a temporary period.

"Dutch Bail-in Power" means any statutory write-down and/or conversion power existing
from time to time under any laws, regulations, rules or requirements relating to the resolution
of banks, banking group companies, credit institutions, investment firms, insurance
companies, holding companies of insurance companies and/or financial conglomerates
incorporated in The Netherlands in effect and applicable in The Netherlands to Aegon N.V.
or other members of the Group, including but not limited to any such laws, regulations, rules
or requirements that are implemented, adopted or enacted within the context of a European
Union directive or regulation of the European Parliament and of the Council establishing a
framework for the recovery and resolution of credit institutions and investment firms

(including but not limited to Directive 2014/59/EU of the European Parliament and of the
Council (the "Bank Recovery and Resolution Directive" or "BRRD") and Regulation (EU)
No 806/2014 of the European Parliament and of the Council) and/or within the context of a
Dutch resolution regime under the Dutch Intervention Act and any amendments thereto, or
otherwise, pursuant to which obligations of a bank, banking group company, credit
institution, investment firm, insurance company, holding company of an insurance company
or financial conglomerate or any of its affiliates can be reduced, cancelled and/or converted
into shares or other securities or obligations of the obligor or any other person or may be
expropriated (and a reference to the "relevant resolution authority" is to any authority with
the ability to exercise a Dutch Bail-in Power).
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2

Under the terms of the Subordinated Notes, the exercise of the Dutch Bail-in Power by the

relevant resolution authority with respect to the Subordinated Notes will not be an Event of
Default or a Non-Payment Event.

Form
We will issue the Subordinated Notes only in fully registered form, without coupons, in the
form of beneficial interests in one or more separate global securities (the "Global
Securities") registered in the name of Cede & Co., as nominee for The Depository Trust
Company,

S-7
Table of Contents
which we refer to as "DTC." The Subordinated Notes will not be issued in definitive form,
except under certain limited circumstances described herein. See "Description of the

Subordinated Notes--Book-Entry System; Delivery and Form." The Subordinated Notes
will be issued only in denominations of $200,000 and in integral multiples of $1,000 in
excess thereof.

Clearing Systems; Book-Entry System
The Subordinated Notes will be accepted for clearance by DTC, Euroclear and Clearstream,
Luxembourg. The initial distribution of the Subordinated Notes will be cleared through DTC
only. Beneficial interests in the Global Securities will be shown on, and transfers thereof will
be effected only through, the book-entry records maintained by DTC and its direct and
indirect participants, including Euroclear and Clearstream, Luxembourg. Owners of
beneficial interests in the Subordinated Notes will receive all payments in respect of their
Subordinated Notes in U.S. dollars.

Listing; Trading
We will apply to list the Subordinated Notes on the New York Stock Exchange under the
symbol "AG48." If listing is approved, we expect trading of the Subordinated Notes on the
New York Stock Exchange to begin within 30 days after the initial delivery of the
Subordinated Notes.

Governing Law
The Subordinated Notes and the related Indenture will be governed by, and construed in
accordance with, the laws of the State of New York, except that the subordination and waiver
of set-off provisions will be governed by and construed in accordance with the laws of the
Netherlands.

Use of Proceeds
We intend to use the net proceeds of this offering for general corporate purposes, including
the refinancing of outstanding securities.

Trustee
The Bank of New York Mellon Trust Company, N.A.

Address: 2 North LaSalle Street, Suite 1020, Chicago, IL 60602

Attention: Global Corporate Trust

S-8
Table of Contents
SUMMARY INFORMATION--QUESTIONS AND ANSWERS
These questions and answers are intended to highlight selected information from this prospectus supplement to help you understand certain
features of the Subordinated Notes. This summary may not contain all of the information that is important to you. You should read the entire
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
prospectus supplement and the accompanying prospectus, including the full description of the Subordinated Notes, the financial data and related
notes and the documents incorporated by reference in this prospectus supplement and the accompanying prospectus, before making a decision to
invest in the Subordinated Notes. The terms capitalized below are defined terms which are defined under "Description of the Subordinated Notes" or
in the accompanying prospectus and have the same meaning when used herein.

When may we elect to defer interest?
In respect of any Interest Payment that would, in the absence of deferral in accordance with
the provisions contained herein, be due and payable, we may defer all or part of such Interest
Payment, subject to the mandatory interest payment provisions contained herein. We will
make any such election by giving written notice to the trustee, paying agent and the holders
of the Subordinated Notes not less than 10 Business Days prior to the relevant Interest
Payment Date.

When must interest be deferred?
If, as of any Interest Payment Date:

· a Mandatory Deferral Event has occurred and is continuing on such Interest Payment

Date, or

· the payment of such interest would itself cause a Mandatory Deferral Event,

then we will defer such Interest Payment (and payment of Arrears of Interest), and we will
not have any obligation to make all or part of, such Interest Payment (or any Arrears of
Interest). Any such failure to pay interest on the applicable Interest Payment Date will not

constitute an Event of Default or Non-Payment Event by us, and will not give the holders of
the Subordinated Notes or the trustee any right to accelerate repayment of the Subordinated
Notes. See "Description of the Subordinated Notes--Non-Payment When Due; Limitation of
Remedies."

Will arrears of interest bear interest?
Any unpaid interest will as long as it remains unpaid constitute arrears of interest ("Arrears
of Interest"). Arrears of Interest will not bear interest.

What is a Mandatory Interest Payment Date?
Subject to the exception below, Interest Payments (and any Arrears of Interest) will become
mandatorily due and payable on a Mandatory Interest Payment Date. A "Mandatory
Interest Payment Date" means an Interest Payment Date if any of the following events (any
such event, a "Mandatory Interest Payment Event") has occurred during a period of six
months prior to such Interest Payment Date:

· a dividend (including any distribution from reserves) was declared payable in the

general meeting of our shareholders, paid or made in respect of any common shares of
Aegon N.V.; or

S-9
Table of Contents
· we have repurchased or otherwise acquired any common shares in our own capital
(other than shares repurchased or otherwise acquired by us, to the extent relevant, to
reduce our capital, in the context of our own buy-back program, if any, under any

equity derivative hedge structure or transaction, under any hedging of stock options
program or any other compensation benefit program, if any, in connection with
financial restructurings, mergers, acquisitions, split-offs, divestments or similar
corporate transactions);

provided; however, that if a Mandatory Deferral Event occurred during the Interest Period
immediately preceding such Interest Payment Date, such Interest Payment Date will only be

a Mandatory Interest Payment Date if such Mandatory Interest Payment Event occurred after
the relevant Mandatory Deferral Event, as applicable, and such Mandatory Deferral Event
has ceased to exist on such Interest Payment Date.

https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

424B2
What is a Mandatory Deferral Event?
A Mandatory Deferral Event means that:

(a) we determine that we are not or, on the relevant date on which an Interest

Payment or a payment of principal would be made after taking into account
amounts payable on that date on the Subordinated Notes, will not be Solvent; or

(b) a Capital Adequacy Event has occurred and continues to exist or an Interest
Payment or a payment of principal on the relevant date would cause a Capital

Adequacy Event and a deferral of Interest Payments and/or payment of principal
is required under the then applicable Capital Adequacy Regulations;

provided, however, that the occurrence of (b) above will not constitute a Mandatory Deferral

Event:

(1) in respect of Interest Payments or Arrears of Interest, if:

· our Supervisory Authority has exceptionally waived the deferral of such interest

payment and/or payment of Arrears of Interest;

· paying the Interest Payment and/or Arrears of Interest does not further weaken our

solvency position as determined in accordance with the then applicable Capital
Adequacy Regulations; and

· the Minimum Capital Requirement will be complied with immediately after the

Interest Payment and/or payment of Arrears of Interest is made;

(2) in respect of payments of principal, if:

· our Supervisory Authority has exceptionally waived the deferral of such principal

payment;

S-10
Table of Contents
· the Subordinated Notes are exchanged for or converted into another tier 1 or tier 2

basic own-fund of at least the same quality; and

· the Minimum Capital Requirement will be complied with immediately after the

principal payment is made.

See "Description of the Subordinated Notes--Deferral of Interest Payments--Mandatory

Interest Payments."

When are we Solvent?
We are Solvent if we are:

· able to pay our debts to Senior Creditors as they fall due and

· our assets exceed our liabilities (other than our liabilities to persons who are not

Senior Creditors).

For these purposes, "assets" refers to the non-consolidated gross assets of Aegon N.V. and
"liabilities" means the non-consolidated gross liabilities of Aegon N.V., in each case as

shown by the then latest published audited balance sheet of Aegon N.V. but adjusted for
contingencies and for subsequent events in such manner and to such extent as our Executive
Board, our auditors or, as the case may be, our liquidator may determine.

What is a Capital Adequacy Event?
A Capital Adequacy Event means that:

· in respect of Interest Payments and payments of principal, the amount of eligible `own
funds' (or any equivalent terminology employed by the then applicable Capital
Adequacy Regulations) of Aegon N.V. on a Group basis to cover the Solvency Capital
https://www.sec.gov/Archives/edgar/data/769218/000119312518109464/d560006d424b2.htm[4/6/2018 1:12:20 PM]

Document Outline

#1">
- #1">