Obligation Aegon 0.625% ( XS2008921947 ) en EUR

Société émettrice Aegon
Prix sur le marché 100 %  ▲ 
Pays  Pays-bas
Code ISIN  XS2008921947 ( en EUR )
Coupon 0.625% par an ( paiement annuel )
Echéance 20/06/2024 - Obligation échue



Prospectus brochure de l'obligation Aegon XS2008921947 en EUR 0.625%, échue


Montant Minimal 100 000 EUR
Montant de l'émission 500 000 000 EUR
Description détaillée Aegon est une société financière internationale offrant des services d'assurance-vie, de retraite et de gestion d'actifs.

L'obligation Aegon (XS2008921947), émise aux Pays-Bas pour un montant total de 500 000 000 EUR, avec un taux d'intérêt de 0,625 %, une taille minimale d'achat de 100 000 EUR et une maturité au 20/06/2024, a été intégralement remboursée à son prix nominal de 100 % à échéance.








PROSPECTUS DATED 19 JUNE 2019




Aegon Bank N.V.
(incorporated under the laws of the Netherlands with limited liability
and having its statutory seat in The Hague, the Netherlands)
500,000,000 0.625 per cent. Senior Non-Preferred Notes due 2024
______________________________________
Issue Price: 99.491 per cent.
______________________________________
The 500,000,000 0.625 per cent. Senior Non-Preferred Notes due 2024 (the "Notes") will be issued by Aegon Bank N.V. (the
"Issuer" or "Aegon Bank"). Interest is payable subject to and in accordance with the Terms and Conditions of the Notes. From and
including 21 June 2019 until but excluding 21 June 2024 the Notes will bear interest at the rate of 0.625 per cent. per annum, payable
annually in arrear on 21 June of each year, commencing on 21 June 2020. Payments on the Notes will be made without deduction for
or on account of taxes of the Relevant Jurisdiction to the extent described under "Terms and Conditions of the Notes -- Taxation".
The Issuer may, at its option, redeem all, but not some only, of the Notes at any time at their principal amount together with interest
accrued, in the event of certain tax changes and upon the occurrence of an MREL Disqualification Event as described under "Terms
and Conditions of the Notes - Redemption and Purchase". The Notes mature on 21 June 2024.
The Notes will constitute Statutory Senior Non-Preferred Obligations of the Issuer as described in "Terms and Conditions of the
Notes -- Status and Ranking of the Notes".
Application has been made to the Netherlands Authority for the Financial Markets (the "AFM") in its capacity as competent
authority under the Dutch Financial Supervision Act (Wet op het financieel toezicht, the "Wft") relating to prospectuses for
securities, for the approval of this Prospectus for the purposes of Directive 2003/71/EC (as amended or superseded and including any
relevant implementing measure in a relevant Member State of the European Economic Area (the "Prospectus Directive")).
Application has also been made to Euronext Amsterdam N.V. for the Notes to be listed on Euronext in Amsterdam ("Euronext
Amsterdam"). References in this Prospectus to the Notes being "listed" (and all related references) shall mean that the Notes have
been listed and admitted to trading on Euronext Amsterdam. Euronext Amsterdam is a regulated market for the purposes of Directive
2014/65/EU of the European Parliament and of the Council on markets in financial instruments, as amended.
The Notes will initially be represented by a Temporary Global Note, without interest coupons attached, which will be deposited with
a common depositary on behalf of the Clearstream Banking, S.A. ("Clearstream, Luxembourg") and Euroclear Bank SA/NV
("Euroclear") on or about 21 June 2019. The Temporary Global Note will be exchangeable for interests in a Permanent Global Note,
without interest coupons attached, on or after a date which is expected to be 31 July 2019, upon certification as to non-U.S. beneficial
ownership. The Permanent Global Note will be exchangeable for definitive Notes in bearer form in the denominations of 100,000
and integral multiples of 1,000 in excess thereof in the limited circumstances set out in it. No definitive Notes will be issued with a
denomination above 199,000, see "Summary of Provisions relating to the Notes while in Global Form".
The Notes have been rated A by S&P Global Ratings Europe Limited ("S&P") and A- by Fitch Ratings Limited ("Fitch"). Each of
S&P and Fitch is established in the European Union and is registered under the Regulation (EC) No. 1060/2009 (as amended) (the
"CRA Regulation"). A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or
withdrawal at any time by the assigning rating agency.
Prospective investors should have regard to the factors described under the section headed "Risk Factors" in this Prospectus.
Structuring Adviser
ING
Joint Lead Managers
Crédit Agricole CIB
ING
Rabobank
Société Générale Corporate & Investment Banking
UniCredit


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This Prospectus comprises a prospectus for the purposes of Article 3 of the Prospectus Directive.
This Prospectus is to be read in conjunction with all the documents which are incorporated herein by
reference (see "Documents Incorporated by Reference").
This Prospectus does not constitute an offer of, or an invitation by or on behalf of the Issuer or the Joint Lead
Managers (as defined in "Subscription and Sale" below) to subscribe or purchase, any of the Notes. The
distribution of this Prospectus and the offering of the Notes in certain jurisdictions may be restricted by law.
Persons into whose possession this Prospectus comes are required by the Issuer and the Joint Lead Managers
to inform themselves about and to observe any such restrictions.
For a description of further restrictions on offers and sales of Notes and distribution of this Prospectus, see
"Subscription and Sale" below.
No person is authorised to give any information or to make any representation not contained in this
Prospectus and any information or representation not so contained must not be relied upon as having been
authorised by or on behalf of the Issuer or the Joint Lead Managers. The delivery of this Prospectus shall not,
under any circumstances, create any implication that there has been no change in the affairs of the Issuer
since the date hereof or that there has been no adverse change in the financial position of the Issuer since the
date hereof or that the information contained in it or any other information supplied in connection with the
Notes is correct as of any time subsequent to the date on which it is supplied or, if different, the date
indicated in the document containing the same.
Neither the Joint Lead Managers nor any of their respective affiliates have authorised the whole or any part
of this Prospectus or have independently verified the information contained herein. Accordingly, no
representation, warranty or undertaking, express or implied, is made and no responsibility or liability is
accepted by the Joint Lead Managers or any of their respective affiliates as to the accuracy or completeness
of the information contained or incorporated in this Prospectus or any other information provided by the
Issuer in connection with the offering of the Notes. No Joint Lead Manager or any of their respective
affiliates accepts any liability in relation to the information contained or incorporated by reference in this
Prospectus or any other information provided by the Issuer in connection with the offering of the Notes or
their distribution.
The Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the
"Securities Act") and are subject to U.S. tax law requirements. Subject to certain exceptions, Notes may not
be offered, sold or delivered within the United States or to U.S. persons. References to "euro", "EUR" and
"" refer to the lawful currency introduced at the start of the third stage of European economic and monetary
union pursuant to the Treaty establishing the European Community as amended by the Treaty on European
Union.
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
Notes has led to the conclusion that: (i) the target market for the 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 Notes to eligible counterparties and professional clients are appropriate. Any
person subsequently offering, selling or recommending the 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 Notes (by either adopting or
refining the manufacturers' target market assessment) and determining appropriate distribution channels.
The Joint Lead Managers do not regard any actual or prospective holders of Notes as their clients in relation
to the offer.


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PRIIPs / IMPORTANT ­ EEA RETAIL INVESTORS ­ The 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 European Economic Area ("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; (ii) a customer
within the meaning of Directive 2016/97/EU (the "IDD"), 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 Notes or otherwise
making them available to retail investors in the EEA has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the
PRIIPs Regulation.
Words and expressions defined in Condition 16 (Definitions) of the Terms and Conditions of the Notes shall
have the same meanings ascribed to them in Condition 16 (Definitions) when used in other parts of this
Prospectus.
The statements contained in this Prospectus that are not historical facts are forward-looking statements. The
following are words that identify such forward-looking statements: aim, believe, estimate, target, intend,
may, expect, anticipate, predict, project, counting on, plan, continue, want, forecast, goal, should, would, is
confident, will, and similar expressions as they relate to the Issuer. These statements are not guarantees of
future performance and involve risks, uncertainties and assumptions that are difficult to predict. The Issuer
undertakes no obligation to publicly update or revise any forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements, which merely reflect company expectations
or aims at the time of writing. Actual results may differ materially from expectations or aims conveyed in
forward-looking statements due to changes caused by various risks and uncertainties.
In connection with the issue of the Notes, ING Bank N.V. (the "Stabilising Manager") (or any person
acting on behalf of any Stabilising Manager) may over-allot Notes or effect transactions with a view to
supporting the market price of the Notes at a level higher than that which might otherwise prevail. However,
stabilisation may not necessarily occur. Any stabilisation action may begin on or after the date on which
adequate public disclosure of the terms of the offer of the Notes is made and, if begun, may cease at any
time, but it must end no later than the earlier of 30 days after the issue date of the Notes and 60 days after the
date of the allotment of the Notes. Any stabilisation action or over-allotment must be conducted by the
Stabilising Manager (or any person acting on behalf of the Stabilising Manager) in accordance with all
applicable laws and rules.


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Table of Contents
Page
Risk Factors ........................................................................................................................................................ 5
Overview of Key Features of the Notes ........................................................................................................... 35
Documents Incorporated by Reference ............................................................................................................ 39
Terms and Conditions of the Notes .................................................................................................................. 40
Summary of Provisions relating to the Notes while in Global Form ............................................................... 53
Description of Aegon Bank N.V. ..................................................................................................................... 55
Description of Aegon N.V. ............................................................................................................................... 65
Use of Proceeds ................................................................................................................................................ 69
Taxation ............................................................................................................................................................ 70
Subscription and Sale ....................................................................................................................................... 74
General Information ......................................................................................................................................... 76



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Risk Factors

The Issuer believes that the following factors may affect its ability to fulfil its obligations under the Notes.
Most of these factors are contingencies which may or may not occur and the Issuer is not in a position to
express a view on the likelihood of any such contingency occurring. In addition, factors which are material
for the purpose of assessing the market risk associated with the Notes are also described below. The Issuer
believes that the factors described below represent the material risks inherent in investing in the Notes, but
the inability of the Issuer to pay interest, principal or other amounts on or in connection with the Notes may
occur for other reasons not known to the Issuer or not deemed to be material enough. The Issuer does not
represent that the statements below regarding the risks of investing in the Notes are exhaustive. Prospective
investors should also read the detailed information set out elsewhere in this Prospectus and reach their own
views prior to making any investment decision.
Prospective investors should carefully review the entire Prospectus, and should form their own views before
making an investment decision with respect to the Notes. Before making an investment decision with respect
to the Notes, prospective investors should consult their own stockbroker, bank manager, lawyer, accountant
or other financial, legal and tax advisers and carefully review the risks entailed by an investment in the
Notes and consider such an investment decision in the light of the prospective investor's personal
circumstances. The sequence in which the risk factors are presented below, and any quantitative historical
impacts and sensitivities included, are not indicative of their likelihood of occurrence or the potential
magnitude of their financial consequences in the future.
Factors that may affect the Issuer's ability to fulfil its obligations under or in connection with the
Notes.

The Issuer's revenues and earnings are affected by the volatility and strength of the economic, business
and capital markets environments specific to the geographic regions in which it conducts its business. The
turbulence and volatility of such factors have affected, and may continue to (adversely) affect, the
profitability and solvency of the Issuer

Factors such as interest rates, securities prices, credit spreads, liquidity spreads, exchange rates, consumer
spending, changes in client behaviour, business investment, real estate and private equity valuations,
government spending, inflation, the volatility and strength of the capital markets, political events and trends,
and terrorism, all impact the business and economic environment and, ultimately, its solvency, liquidity and
the amount and profitability of business the Issuer conducts in the Netherlands. In an economic downturn
characterised by higher unemployment, lower family income, lower corporate earnings, higher corporate and
private debt defaults, lower business investments, and lower consumer spending, the demand for banking
products is usually adversely affected and the Issuer's reserves and provisions typically would increase,
resulting in overall lower earnings. Securities prices and real estate values may also be adversely impacted,
and any such losses would be realised through the profit and loss account or reduce shareholders' equity. The
Issuer also offers a number of financial products that expose it to risks associated with fluctuations in interest
rates, securities prices, corporate and private default rates, the value of real estate assets, exchange rates and
credit spreads. See also below "Interest rate volatility and other interest rate changes may adversely affect
the Issuer's profitability" and "Turbulence and volatility in the financial markets and economy generally
have affected the Issuer, and may continue to do so".

In case one or more of the factors mentioned above adversely affects the profitability of the Issuer's business
it might also result, among other things, in the following:
·
reserve inadequacies which could ultimately be realised through the profit and loss account;
·
movements in risk weighted assets for the determination of regulatory required capital; and
·
one or more of these events may reduce shareholders' equity and adversely affect the Issuer's financial
condition.


5






Shareholders' equity, solvency and the Issuer's net result may be significantly impacted by turbulence and
volatility in the worldwide financial markets and the economy generally. Negative developments in financial
markets and/or economies may have a material adverse impact on shareholders' equity, regulatory capital
requirements, solvency and net result in future periods, including as a result of the potential consequences
listed above. See "Turbulence and volatility in the financial markets and economy generally have affected
the Issuer, and may continue to do so" below.

Adverse capital and credit market conditions may impact the Issuer's ability to access liquidity and capital,
as well as the cost of credit and capital

The capital and credit markets have from time to time been experiencing volatility and disruption in recent
years. Adverse capital market conditions may affect the availability and cost of borrowed funds, thereby
impacting the Issuer's ability to support or grow its businesses.

The Issuer needs liquidity in its day-to-day business activities to pay its operating expenses, interest on its
debt and dividends on its capital stock, to maintain its repo activities and to replace certain maturing
liabilities. Without sufficient liquidity, the Issuer may be forced to curtail its operations and its business may
suffer. The principal sources of its funding are client deposits, mainly from retail clients, and medium- and
long-term securitized debt. Other sources of funding may also include a variety of short- and long-term
instruments, including repurchase agreements, commercial paper, medium- and long-term debt, subordinated
debt securities, securitized debt, capital securities and shareholders' equity.

In the event that current resources do not satisfy its needs or need to be refinanced, the Issuer may need to
seek additional financing. The availability of additional financing will depend on a variety of factors such as
market conditions, the general availability of credit, the volume of maturing debt that needs to be refinanced,
the overall availability of credit to the financial services industry, the Issuer's credit ratings and credit
capacity, as well as the possibility that customers or lenders could develop a negative perception of its long-
or short-term financial prospects. Similarly, the Issuer's access to funds may be limited if regulatory
authorities or rating agencies take negative actions against it. If the Issuer's internal sources of liquidity prove
to be insufficient, there is a risk that external funding sources might not be available, or available at
unfavourable terms.

Disruptions, uncertainty or volatility in the capital and credit markets, such as experienced in the recent past,
may also limit the Issuer's access to capital required to operate its business. Such market conditions may in
the future limit the Issuer's ability to raise additional capital to support business growth, or to counter-
balance the consequences of losses or increased regulatory capital requirements. This could force the Issuer
to (1) delay raising capital, (2) reduce, cancel or postpone interest payments on its capital securities, (3) issue
capital of different types or under different terms than the Issuer would otherwise, or (4) incur a higher cost
of capital than in a more stable market environment. This would have the potential to decrease both the
Issuer's profitability and its financial flexibility. The Issuer's results of operations, financial condition, cash
flows and regulatory capital position could be materially adversely affected by disruptions in the financial
markets.

Furthermore, regulatory liquidity requirements in which the Issuer operates are generally becoming more
stringent, including those forming part of the Basel III requirements, discussed further below under "The
Issuer operates in highly regulated industries. There could be an adverse change or increase in the financial
services laws and/or regulations governing its business", undermines the Issuer's efforts to maintain this
centralised management of its liquidity. These developments may cause trapped pools of liquidity, resulting
in inefficiencies in the cost of managing the Issuer's liquidity.





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The default of a major market participant could disrupt the markets

Within the financial services industry the severe distress or default of any one institution (including
sovereigns) could lead to defaults or severe distress by other institutions. Such distress or defaults could
disrupt securities markets or clearing and settlement systems in the Issuer's markets. This could cause market
declines or volatility. Such a failure could lead to a chain of defaults that could adversely affect the Issuer
and its contract counterparties. Concerns about the creditworthiness of a sovereign or financial institution (or
a default by any such entity) could lead to significant liquidity and/or solvency problems, losses or defaults
by other institutions, because the commercial and financial soundness of many financial institutions may be
closely related as a result of their credit, trading, clearing or other relationships. Even the perceived lack of
creditworthiness of, or questions about, a sovereign or a counterparty may lead to market-wide liquidity
problems and losses or defaults by the Issuer or by other institutions. This risk is sometimes referred to as
systemic risk and may adversely affect financial intermediaries, such as clearing agencies, clearing houses,
banks, securities firms and exchanges with whom the Issuer interacts on a daily basis and financial
instruments of sovereigns in which the Issuer invests. Systemic risk could have a material adverse effect on
the Issuer's ability to raise new funding and on its business, financial condition, results of operations,
liquidity and/or prospects. In addition, such a failure could impact future product sales as a potential result of
reduced confidence in the financial services industry.

The Issuer believes that despite increased attention recently, systemic risk to the markets in which it operates
continues to exist, and dislocations caused by the interdependency of financial market participants continues
to be a potential source of material adverse changes to the Issuer's business, financial condition, results of
operations, liquidity and/or prospects.

Because the Issuer's businesses are subject to losses from unforeseeable and/or catastrophic events,
which are inherently unpredictable, the Issuer may experience an abrupt interruption of activities, which
could have an adverse effect on its financial condition

Because unforeseeable and/or catastrophic events can lead to an abrupt interruption of activities, the Issuer's
business operations may be subject to losses resulting from such disruptions (as discussed further below
under "Operational risks are inherent in the Issuer's business"). Losses can relate to property, financial
assets, trading positions, insurance and pension benefits to employees and also to key personnel. If the
Issuer's business continuity plans are not able to be put into action or do not take such events into account,
the Issuer's financial condition could be adversely affected.

The Issuer operates in highly regulated industries. There could be an adverse change or increase in the
financial services laws and/or regulations governing its business

The Issuer is subject to detailed banking, asset management and other financial services laws and
government regulation in the Netherlands. Regulatory agencies have broad administrative power over many
aspects of the financial services business, which may include liquidity, capital adequacy and permitted
investments, ethical issues, anti-money laundering, anti-terrorism measures, privacy, record keeping, product
and sale suitability, and marketing and sales practices, and the Issuer's own internal governance practices.
Banking, and other financial services laws, regulations and policies currently governing the Issuer may also
change at any time and in ways which have an adverse effect on its business, and it is difficult to predict the
timing or form of any future regulatory or enforcement initiatives in respect thereof. Also, bank regulators
and other supervisory authorities continue to scrutinise the financial services industry and its activities under
regulations governing such matters as anti-money laundering, prohibited transactions with countries subject
to sanctions, and bribery or other anti-corruption measures. Regulation is becoming increasingly more
extensive and complex and regulators are applying increased scrutiny on the industries in which the Issuer
operates, often requiring additional resources from the Issuer. These regulations can serve to limit the
Issuer's activities, including through its net capital, customer protection and market conduct requirements,
and restrictions on businesses in which the Issuer can operate or invest. If the Issuer fails to address, or


7





appears to fail to address, appropriately any of these matters, its reputation could be harmed and it could be
subject to additional legal risk, which could, in turn, increase the size and number of claims and damages
asserted against the Issuer or subject it to enforcement actions, fines and penalties.

In light of current conditions in the global financial markets and the global economy, regulators have
increased their focus on the regulation of the financial services industry. The Netherlands has adopted, or is
currently considering, major legislative and/or regulatory initiatives in response to the financial crisis.
Governmental and regulatory authorities in the EU, the Netherlands and elsewhere are implementing
measures to increase regulatory control in their respective financial markets and financial services sectors,
including in the areas of prudential rules, capital requirements, executive compensation, crisis and
contingency management, bank and financial transaction taxes and financial reporting, among others.
Additionally, governmental and regulatory authorities in the Netherlands as well as in a multitude of
jurisdictions continue to consider new mechanisms to limit the occurrence and/or severity of future economic
crises (including proposals to restrict the size of financial institutions operating in their jurisdictions and/or
the scope of operations of such institutions).

Further, the International Accounting Standards Board has proposed certain amendments to several IFRS
standards, which changes could also have a material impact on the Issuer's reported results and financial
condition.

In addition to the adoption of the laws, regulations and other measures described above and below, regulators
and lawmakers around the world are actively reviewing the causes of the financial crisis and exploring steps
to avoid similar problems in the future. In many respects, this work is being led by the Financial Stability
Board ("FSB"), consisting of representatives of national financial authorities of the G20 nations. The G20
and the FSB have issued a series of papers and recommendations intended to produce significant changes in
how financial companies, particularly companies that are members of large and complex financial groups,
should be regulated. These proposals address such issues as financial group supervision, capital and solvency
standards, systemic economic risk, corporate governance including executive compensation, and a host of
related issues associated with responses to the financial crisis. The lawmakers and regulatory authorities in a
number of jurisdictions in which the Issuer conducts business have introduced legislative and regulatory
changes consistent with G20 and FSB recommendations, including proposals governing executive
compensation by the financial regulators in the Netherlands (DNB), Germany (The Federal Financial
Supervisory Authority) and the United Kingdom (The Financial Conduct Authority).

The Issuer cannot predict whether or when future legislative or regulatory actions may be taken, or what
impact, if any, actions taken to date or in the future could have on its business, financial condition, results of
operations, capital, liquidity and/or prospects.

Despite the Issuer's efforts to maintain effective compliance procedures and to comply with applicable laws
and regulations (see also the sub-section "Know-your-customer optimization and enhancement program" in
section "Description of Aegon Bank N.V." below), there is a risk that the Issuer fails to meet applicable
standards, for example in areas where applicable regulations may be unclear, subject to multiple
interpretation or under development or may conflict with one another or where regulators revise their
previous guidance or courts overturn previous rulings. Regulators and other authorities have the power to
bring administrative or judicial proceedings against the Issuer, which could result, among other things, in
suspension or revocation of its licences, cease and desist orders, fines, civil penalties, criminal penalties or
other disciplinary action which could materially harm the Issuer's results of operations and financial
condition.

Minimum regulatory capital and liquidity requirements

The Issuer is subject to the risk, inherent in all regulated financial businesses, of having insufficient capital
resources to meet the minimum regulatory capital requirements. Specifically, in December 2010, the Basel


8





Committee on Banking Supervision published its final standards on the revised capital adequacy framework
known as 'Basel III'. These standards are significantly more stringent than the requirements until then. In
order to facilitate the implementation of the Basel III capital and liquidity standards for banks and investment
firms, CRD IV has been adopted. CRD IV consists of the CRD IV Directive and the CRR and aims to create
a sounder and safer financial system. The CRD IV Directive governs among other things the permissibility
of deposit-taking activities while the CRR establishes the majority of prudential requirements institutions
need to respect.

The CRR entered into effect on 1 January 2014 and has direct effect in the Netherlands. The CRD IV
Directive was implemented in Dutch law on 1 August 2014. A number of the requirements introduced under
CRD IV will be phased in over a period of time or further supplemented through the Regulatory and
Implementing Technical Standards produced by the European Banking Authority (the "EBA").

CRD IV, in implementing Basel III, is intended to increase the quality and quantity of capital, requires
increased capital against derivative positions and introduces a capital conservation buffer, a counter-cyclical
buffer, a systemic risk buffer, a new liquidity framework (liquidity coverage ratio and net stable funding
ratio) as well as a leverage ratio. The leverage ratio is defined as Tier-1 capital divided by a measure of non-
risk weighted assets. The leverage ratio requirement will be phased in gradually and will become a binding
harmonised requirement (as part of the EU Banking Reforms (as defined below)). Pursuant to the EU
Banking Reforms a binding leverage ratio of 3% will become applicable to banks. According to the EU
Banking Reforms, competent authorities remain responsible for monitoring leverage policies and processes
of individual institutions and may impose additional measures to address risk of excessive leverage, if
warranted. Also, international discussions are ongoing regarding a possible leverage ratio surcharge for
global systematically important banks ("G-SIBs"). The Issuer currently does not qualify as such.

There can be no assurance that the Basel Committee will not amend the package of reforms described above.
Further, the European Commission ("EC"), the ECB, the Netherlands and/or DNB may implement the
package of reforms in a manner that is different from that which is currently envisaged, or may impose
additional capital and liquidity requirements on Dutch banks. If the regulatory capital requirements, liquidity
restrictions or ratios applied to the Issuer are increased in the future, any failure of the Issuer to maintain
such increased capital and liquidity ratios could result in administrative actions or sanctions, which may have
an adverse effect on the Issuer's results of operations or financial condition.

In December 2014 the Basel Committee published consultative documentation on, among other things,
revisions to capital floors and to the standardised approach for credit risk, which determines the minimum
capital requirements for a bank. In December 2015, the Basel Committee published a second consultative
document on the standardised approach for credit risk. This proposal relates, among other things, to the risk
weight calculation of residential real estate loans. Residential real estate would no longer receive a fixed
35% risk weight. Instead, risk weights would be based on the amount of the loan relative to the value of the
real estate securing the loan (i.e. the loan-to-value ratio). This is considered as a detrimental development for
Dutch banks and may have a negative impact on their capital ratios, should these proposals become effective.

Following certain proposals of the Basel Committee and the FSB, the EC proposed on 23 November 2016 a
comprehensive package of banking reforms to CRD IV, the BRRD and the SRM Regulation (the "EU
Banking Reforms"), including measures to increase the resilience of EU institutions and enhance financial
stability. On 7 June 2019, the final text was published in the Official Journal and the EU Banking Reforms
will enter into force on 27 June 2019. Most of the new rules will start applying in mid 2021, subject in
certain cases to transposition in the Member States. The EU Banking Reforms are wide-ranging and cover
multiple areas, including: (a) a binding 3 per cent. leverage ratio, (b) a binding detailed net stable funding
ratio, (c) a requirement to have more risk-sensitive own funds for banks trading in certain instruments
(further to Basel Committee's fundamental review of the trading book), (d) a new category of senior 'non-
preferred' debt, (e) the introduction of the new total loss-absorbing capacity ("TLAC") standard for G-SIBs,
(f) an amendment of the minimum requirement for own funds and eligible liabilities ("MREL") framework


9





to integrate the TLAC standard and (g) a revised calculation method for derivatives exposures. The
legislative proposal in the Netherlands amending the Dutch Bankruptcy Code (Faillissementswet) to
introduce the senior 'non-preferred' debt entered into force on 14 December 2018. The Notes qualify as such
senior 'non-preferred' debt instruments. The EU Banking Reforms do not yet incorporate certain amendments
discussed on the level of the Basel Committee in the context of Basel IV, such as the regulatory treatment of
credit and operational risk.

On 7 December 2017, the Basel Committee published the finalised Basel III reforms as improvements to the
global regulatory framework (the "Basel III Reforms") (informally referred to as Basel IV). The Basel III
Reforms seek to restore credibility in the calculation of risk weighted assets ("RWA") and to improve the
comparability of banks' capital ratio. The most important changes involve stricter rules for internal models
and a capital floor. The Basel III Reforms, however, also include revisions to the standardised approaches for
credit risk, operational risk and the credit valuation adjustment specified at a counterparty level ("CVA").
Given that the Basel III Reforms will have to be transposed by the EU legislature, the precise impact of the
Basel III Reforms on the Issuer remains uncertain at the date of this Prospectus.

The timing for the final implementation of these reforms as at the date of this Prospectus is unclear.
Furthermore, certain of these reforms are still subject to EU legislation having to be adopted and
transposition in the Member States. It is at this time not yet certain how the reforms will affect the Issuer or
Noteholders.

Finally, DNB has performed an on-site inspection in the beginning of 2019 of the investments of the Issuer
in loans originated via third party lending platforms. The outcome of this on-site inspection could result in
higher capital requirements for investments of the Issuer in loans originated via certain third party lending
platforms. See the sub-section "Transactions with third party lending platforms" in section "Description of
Aegon Bank N.V." below.

Any of the above factors may materially adversely affect the Issuer's financial position and results of
operations and therefore its ability to make payments on the Notes. Potential investors should consult their
own advisers as to the consequences to and effect on them of the application of Basel III, as implemented by
their own regulator, and any changes thereto, to their holding of any Notes. Neither the Issuer nor the Joint
Lead Managers are responsible for informing Noteholders of the effects on the changes to risk-weighting of
regulatory capital which among others may result for investors from the adoption by their own regulator of
Basel III (whether or not implemented by them in its current form or otherwise).

The BRRD, SRM Regulation, Wft and Whav

The BRRD and the SRM Regulation (each as defined below) provide for the European framework for
recovery and resolution of (among others) ailing banks, certain investment firms and certain group entities.

The Directive providing for the establishment of a European-wide framework for the recovery and resolution
of credit institutions and investment firms (2014/59/EU) (the "BRRD") was adopted by the European
Council on 6 May 2014 and the Regulation establishing uniform rules and a uniform procedure for the
resolution of credit institutions and certain investment firms ((EU) No 806/2014) (the "SRM Regulation")
was adopted on 15 July 2014, in a framework of a single resolution mechanism and a single bank resolution
fund (such mechanism, the "SRM"). The SRM Regulation is directly applicable in the Member States
participating in the Single Supervisory Mechanism (the "SSM"). Those parts of the SRM Regulation dealing
with recovery and resolution have entered into force as of 1 January 2016. On 26 November 2015, the law to
implement the BRRD and to facilitate the application of the SRM Regulation in Netherlands (the "BRRD
Implementation Act") entered into force.

The Issuer, as a bank established in a Member State participating in the SSM, will primarily be subject to the
SRM under the SRM Regulation. The BRRD, however, which has been implemented in Dutch law, in


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