Obligation Aeg?n 5.1% ( US00775V1044 ) en USD

Aeg?n

100 % ▲

Etats-unis

US00775V1044 ( en USD )

5.1% par an ( paiement trimestriel )

14/12/2049

Prospectus brochure de l'obligation Aegon US00775V1044 en USD 5.1%, échéance 14/12/2049

925 000 000 USD

00775V104

15/12/2025 ( Dans 28 jours )

Aegon est une société financière internationale offrant des services d'assurance-vie, de retraite et de gestion d'actifs.

L'Obligation émise par Aeg?n ( Etats-unis ) , en USD, avec le code ISIN US00775V1044, paye un coupon de 5.1% par an.
Le paiement des coupons est trimestriel et la maturité de l'Obligation est le 14/12/2049

424B2
424B2 1 d838208d424b2.htm 424B2
Table of Contents
Filed Pursuant to Rule 424B2
Registration Statement Nos. 333-220276, 333-220276-01

CALCULATION OF REGISTRATION FEE

Maximum Aggregate
Amount of
Class of Securities Offered

Offering Price
Registration Fee(1)
5.10% Subordinated Notes due 2049 of AEGON Funding Company LLC
$925,000,000.00
$120,065.00
Subordinated Guarantee of 5.10% Subordinated Notes due 2049 of AEGON N.V.

--

(2)
5.10% Substituted Subordinated Notes due 2049 of AEGON N.V.

--

(2)

(1)
Calculated in accordance with Rule 457(r) under the Securities Act of 1933, as amended.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantee.
Table of Contents

Prospectus Supplement
(To Prospectus dated August 31, 2017)
$925,000,000
AEGON Funding Company LLC
(a Delaware limited liability company)
5.10% Subordinated Notes due 2049
Guaranteed on a subordinated basis by

Aegon N.V.
(a Netherlands public company with limited liability)
AEGON Funding Company LLC ("AFC") is issuing $925,000,000 aggregate principal amount of 5.10% subordinated notes due December 15, 2049, or Subordinated Notes.
The Subordinated Notes will be issued in denominations of $25 and in integral multiples of $25 in excess thereof, will constitute AFC's direct, unsecured and subordinated
securities and, in the event of certain bankruptcy events, will be subordinated in right of payment to the prior payment in full of all of AFC's Senior Debt (as defined herein),
present and future, but will rank senior to all our classes of share capital and to any indebtedness, if any, expressly subordinated to the Subordinated Notes. The payment of
principal and interest on the Subordinated Notes will be fully and unconditionally guaranteed on an unsecured subordinated basis (the "Subordinated Guarantee") by Aegon N.V.
("Aegon") as and when the same shall be due and payable. The Subordinated Guarantee will constitute Aegon's direct, unsecured and subordinated obligation and, in the event of
bankruptcy, winding-up or moratorium, will be subordinated in right of payment to the prior payment in full of all of Aegon's Senior Debt, present and future, but will rank senior
to all Aegon's classes of share capital and to any Aegon Junior Subordinated Indebtedness (as defined herein).
The Subordinated Notes are scheduled to be repaid on December 15, 2049. 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 Aegon first obtaining any required approval of the Supervisory Authority, (i) on December 15, 2024,
or on any interest payment date thereafter, redeem the Subordinated Notes at our option in whole or 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 at the redemption prices described herein. We may also, subject to the satisfaction of certain conditions and subject to Aegon first
obtaining any required approval of the 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--Maturity, Redemption, Substitution, Variation and Purchases." In addition, subject to Aegon first obtaining any
required approval of the Supervisory Authority (as defined herein), upon the occurrence of certain regulatory disqualification, capital determination, resolution or bankruptcy events,
Aegon may be substituted for AFC as the issuer under the Subordinated Notes in whole (but not in part) on a voluntary or mandatory basis, depending on the triggering event,
pursuant to which AFC will be released from its obligations under the Subordinated Notes (which will then constitute Substituted Subordinated Notes (as defined herein)), the
Subordinated Guarantee will be released and extinguished, and Aegon will succeed to, and be substituted for, and may exercise every right and power of, AFC under the
Subordinated Notes with the same effect as if Aegon had been named as issuer under the Indenture (as defined herein) and the Subordinated Notes. See "Description of the
Subordinated Notes--Issuer Substitution" and "Risk Factors--Risks Relating to the Subordinated Notes" for further details on, and a description of the potential consequences of, an
Issuer Substitution.
The Subordinated Notes will bear interest at a rate of 5.10% per annum on their outstanding principal amount from (and including) the issuance date, payable in U.S. dollars
quarterly in arrears (with a short first interest period) on March 15, June 15, September 15 and December 15 of each year, commencing on December 15, 2019 to but excluding
December 15, 2049, or the date of any earlier redemption, subject to the conditions described under "Description of the Subordinated Notes." As more fully described in this
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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 have applied to list the Subordinated Notes on the New York Stock Exchange under the symbol "AEFC." 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-19.
The Subordinated Guarantee may, and if Aegon substitutes AFC as issuer in accordance with an Issuer Substitution, the Substituted Subordinated Notes may, be written
down, reduced, 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."

Price to
Underwriting
Proceeds to

public (1)
discount (2)
AFC (2)(3)
Per Subordinated Note
$
25.0000 $
0.5783 $
24.4217
Total
$ 925,000,000 $
21,397,500 $ 903,602,500

(1)
Plus accrued interest, if any, from October 22, 2019 if settlement occurs after that date.
(2)
We will pay the underwriters compensation of $0.7875 per Subordinated Note; provided, however, that for sales to certain institutions, we will pay the underwriters
compensation of $0.2500 per Subordinated Note. The underwriting discount shown above is the blended discount based on actual sales to retail investors and actual sales to
institutions.
(3)
Before deducting expenses. See "Underwriting."
Neither the Securities and Exchange Commission (the "SEC") 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 October 22, 2019.
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

BofA Merrill
Morgan Stanley
UBS Investment
Wells Fargo
J.P. Morgan
RBC Capital
Lynch

Bank

Securities

Markets
Sole Structuring Agent to the
Issuer

The date of this Prospectus Supplement is October 15, 2019.
Table of Contents
TABLE OF CONTENTS

Page
Prospectus Supplement

About this Prospectus Supplement
S-1
The Offering
S-3
Summary Information--Questions and Answers
S-11
Risk Factors
S-19
Use of Proceeds
S-53
Where You Can Find More Information About Us
S-54
Incorporation of Certain Information We File With The SEC
S-54
Capitalization
S-55
Selected Historical Financial Data
S-56
Description of the Subordinated Notes
S-58
Taxation in The Netherlands
S-80
Taxation in the United States
S-83
Underwriting
S-90
Settlement
S-98
Legal Matters
S-98
Experts
S-98
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
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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
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 Regulation (EU) 2017/1129 (as amended, the
"Prospectus Regulation") and have not been approved by The Netherlands Authority for the Financial Markets (Autoriteit Financiële Markten) or any
other competent authority under the Prospectus Regulation. 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 the Prospectus Regulation from the
requirement to publish a prospectus for offers of the Subordinated Notes.
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 "AFC" refer to Aegon Funding
Company LLC and Aegon N.V., as applicable or as the context may require, "Aegon" refers 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 and the Subordinated Guarantee. 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-58 of this prospectus supplement).
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S-1
Table of Contents
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-54 of this prospectus supplement and page 3 of the accompanying prospectus.
IMPORTANT INFORMATION
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
(EU) 2016/97 (the "Insurance Distribution 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 Regulation. 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 AFC, as described in this prospectus supplement and the
accompanying prospectus, and will be issued under an indenture, as supplemented by a tenth supplemental indenture, among AFC, Aegon, The Bank
of New York Mellon Trust Company, N.A., as trustee, and Citibank, N.A., as paying agent.

Issuer
Aegon Funding Company LLC

Guarantor
Aegon N.V.

Subordinated Guarantee
The payment of principal and interest on the Subordinated Notes will be fully and
unconditionally guaranteed by Aegon, including payments of Additional Amounts, and will
be an unsecured subordinated obligation of Aegon ranking equally without any preference
among themselves and will, in the event of bankruptcy, winding up or moratorium of Aegon
(faillissement, vereffening na ontbinding or surseance van bealing) be subordinated in right
of payment to the prior payment in full of all of Aegon's Senior Debt (as defined herein),
present and future, but will rank senior to all of Aegon's classes of share capital and any
Aegon Junior Subordinated Indebtedness (as defined herein), as described under "Description
of the Subordinated Notes--Guarantee" and "Description of the Subordinated Notes--Status
--Status and Subordination of the Subordinated Guarantee."
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Status and Subordination
The Subordinated Notes constitute AFC's direct, unsecured, subordinated securities and, in
the event of AFC's bankruptcy, the Subordinated Notes will be subordinated in right of
payment to the prior payment in full of all of AFC's Senior Debt, present and future, but will
rank senior to all its classes of share capital and to indebtedness, if any, expressly
subordinated to the Subordinated Notes.

Securities Offered
5.10% Subordinated Notes due 2049, with an aggregate principal amount of $925,000,000.

Scheduled Maturity Date
December 15, 2049. 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

S-3
Table of Contents

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 December 15, 2049 at a rate of 5.10% per annum (calculated on a 30/360-day
basis).

Subject to our right or obligation to defer Interest Payments as described under "Description
of the Subordinated Notes--Deferral of Interest Payments," interest will accrue on the
Subordinated Notes from the issuance date of the Subordinated Notes until the full
outstanding principal amount of such Subordinated Notes are paid or duly made available for
payment. Each Subordinated Note will cease to bear interest from the relevant date on which
the 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 event, such
principal amount will continue to bear interest at the interest rate then applicable to the
principal amount of the Subordinated Notes.

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 on March 15, June 15, September 15 and December 15
of each year, commencing December 15, 2019.

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 on the last day of
the month immediately preceding the applicable Interest Payment Date, whether or not such
day is a Business Day.

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."
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Issuer's Optional Redemption
Subject to the provisions set out in "Description of the Subordinated Notes--Maturity,
Redemption, Substitution, Variation and

S-4
Table of Contents
Purchases--Condition for Redemption or Purchase of Subordinated Notes" and subject to
Aegon having received the prior approval of the Supervisory Authority if required pursuant
to the 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 or in part at our option on December 15, 2024, or on any Interest Payment
Date thereafter at their Base Redemption Price. See "Summary Information--Questions and
Answers."

Redemption for Tax 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 Aegon having received the prior approval of the
Supervisory Authority if required pursuant to the 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 Aegon having received the prior approval of the
Supervisory Authority if required pursuant to the 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 Aegon having received the prior approval of the
Supervisory Authority if required pursuant to the 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

S-5
Table of Contents
Notes--Maturity, Redemption, Substitution, Variation and Purchases--Substitution and
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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.

Issuer Substitution
If an Issuer Substitution Event has occurred and is continuing, subject to the provisions set
out in "Description of the Subordinated Notes--Issuer Substitution" and subject to Aegon
having received the prior approval of the Supervisory Authority if required pursuant to the
Capital Adequacy Regulations, with respect to a Voluntary Issuer Substitution Event, Aegon
may in its sole discretion and without the consent of the holders or the trustee, substitute
Aegon for AFC as issuer under the Subordinated Notes in whole (but not in part) and with
respect to a Mandatory Issuer Substitution Event, without the consent of the holders of the
Subordinated Notes or the trustee, Aegon will be automatically substituted for AFC as issuer
under the Subordinated Notes in whole (but not in part). Such securities, if so substituted in
accordance with the occurrence of an Issuer Substitution, will have identical terms of the
Subordinated Notes, except as noted under "Description of the Subordinated Notes--Issuer
Substitution" and are such securities referred to in this prospectus supplement as the
"Substituted Subordinated Notes." See "Summary Information--Questions and Answers."

Upon an occurrence of an Issuer Substitution, AFC will be released from its obligations
under the Subordinated Notes and the Indenture, and Aegon will succeed to, and be
substituted for, and may exercise every right and power of, AFC under the Subordinated

Notes and the Indenture with the same effect as if Aegon had been named as issuer under the
Indenture and the Subordinated Notes, and Subordinated Guarantee would be released and
extinguished. See "Description of the Subordinated Notes--Issuer Substitution."

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 necessary to gross up payments of interest only 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 (other than the United States), 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 Subordinated Notes, see "Taxation in the United States."

S-6
Table of Contents
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 and the Subordinated Guarantee.

The Subordinated Notes, the Subordinated Guarantee and the Indenture provide for
acceleration of payment of the principal amount of the Subordinated Notes and interest then

accrued thereon, if any, (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 or Subordinated Guarantee (when and as the same
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shall be required pursuant to its terms) to be due and payable.

Agreement and Acknowledgment with Respect to the
AFC is the original issuer under the Subordinated Notes and Aegon is the guarantor.
Exercise of Dutch Bail-in Power
Furthermore, pursuant to an Issuer Substitution as described under "Description of the
Subordinated Notes--Issuer Substitution," under certain circumstances such as upon the
occurrence of a Capital Disqualification Event, a Loss of Regulatory Treatment Event, a
Resolution Event or a Winding up of AFC or Aegon, Aegon may be substituted for AFC as
issuer under the Subordinated Notes (such securities referred to as the Substituted
Subordinated Notes). The Subordinated Guarantee is, and the Substituted Subordinated
Notes, if so substituted pursuant to an Issuer Substitution, will be, subject to Dutch Bail-in
Power (as defined below) by the relevant resolution authority.

No principal of, or interest on, the Substituted Subordinated Notes or in respect of the
Subordinated Guarantee will become due and payable after 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 Aegon.

By acquiring any Subordinated Notes (or any Substituted Subordinated Notes) and the

Subordinated Guarantee, each holder and beneficial owner of a Subordinated Note (or a
Substituted

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Subordinated Note) or any interest therein and the Subordinated Guarantee acknowledges,
accepts, 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 the (i) reduction or cancellation of all, or a
portion, of the principal amount of, or interest on, the Substituted Subordinated Notes and/or
the conversion of all, or a portion, of the principal amount of, or interest on, the Substituted
Subordinated Notes into shares or other securities or other of Aegon's obligations or
obligations of another person, including by means of a variation to the terms of the
Substituted Subordinated Notes and the Subordinated Guarantee or any expropriation of the
Substituted Subordinated Notes or (ii) a reduction or cancellation of all, or a portion, of the
payment obligations under the Subordinated Guarantee, 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 a Substituted Subordinated Note) or any interest
therein and the Subordinated Guarantee further acknowledges, accepts and agrees that the

rights of the holders and beneficial owners of the Substituted Subordinated Notes or any
interest therein and the Subordinated Guarantee are (or will be) 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 (or any Substituted
Subordinated Notes), each holder and beneficial owner of a Subordinated Note (or a
Substituted Subordinated Note) or any interest therein and the Subordinated Guarantee
further acknowledges, accepts, 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
Substituted Subordinated Notes or the Subordinated Guarantee for a temporary period, and
acknowledges and agrees that the exercise of the Dutch Bail-in Power by the relevant
resolution authority with respect to such Subordinated Guarantee or Substituted Subordinated
Notes (as applicable) shall not give rise to a default for purposes of Section 315(b) (Notice of
Default) and Section 315(c) (Duties of the Trustee in Case of Default) of the Trust Indenture
Act.

The occurrence of a Resolution Event in respect of Aegon will also trigger an Issuer

Substitution as described under "Description of the Subordinated Notes--Issuer
Substitution."

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424B2
"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 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

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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 (the "SRM Regulation") in each case as amended
or superseded) and/or within the context of a Dutch resolution regime under the Dutch
Intervention Act (Wet bijzondere maatregelen financiële ondernemingen) or the Dutch Act
on Recovery & Resolution for Insurers (Wet herstel en afwikkeling van verzekeraars) 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 (whether at the point of non-viability or as taken together with a resolution
action) 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).

Under the terms of the Subordinated Notes (or the Substituted Subordinated Notes) and the
Subordinated Guarantee, the exercise of the Dutch Bail-in Power by the relevant resolution

authority with respect to the Substituted Subordinated Notes or the Subordinated Guarantee
will not constitute a Winding Up of AFC or Aegon.

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, 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 $25 and in integral multiples of
$25 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.

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424B2
Listing; Trading
We will apply to list the Subordinated Notes on the New York Stock Exchange under the
symbol "AEFC." 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, the Subordinated Guarantee and the related Indenture will be
governed by, and construed in accordance with, the laws of the State of New York, except
that the ranking, status and waiver of set-off provisions of the Subordinated Guarantee and of
the Substituted Subordinated Notes (if so substituted) 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. An amount
equal to the gross proceeds will be on-lent by AFC to Transamerica Corp. pursuant to a
back-to-back intercompany arrangement.

Trustee
The Bank of New York Mellon Trust Company, N.A.
Address: 2 North LaSalle Street, 7th Floor, Chicago, IL 60602 Attention: Global Corporate
Trust

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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
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). Additionally, such mandatory deferral will apply in respect of any interest payment
amounts due and payable under the Subordinated Guarantee. Any such failure to pay interest

on the Required Interest Deferral 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."

A "Required Interest Deferral Date" means (a) each Interest Payment Date in respect of
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Document Outline

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