Item 4 to the Schedule 13D is hereby amended and supplemented as follows:
2026 Voting Undertaking
On August 25, 2026, the Reporting Person and the Issuer entered into a voting undertaking (the "2026 Voting Undertaking") relating to the Issuer's proposed redomiciliation from Bermuda to Delaware by way of a continuation into Transamerica Inc. (the "Delaware Redomiciliation") at an extraordinary general meeting currently anticipated to be held on October 8, 2026 (the "EGM"). At the EGM, shareholders of the Issuer will be asked to approve (i) the Delaware Redomiciliation, (ii) with effect from, and subject to, the completion of the VA Split, the amended and restated bye-laws (the "Interim Bye-Laws"), (iii) the termination of the Voting Rights Agreement, (iv) the Transamerica Inc. organizational documents, (v) the Conversion (as defined below), (vi) the Aegon Ltd. 2027 Omnibus Incentive Plan and (vii) a proposal to adjourn the EGM if necessary (together, the "Resolutions").
Under the 2026 Voting Undertaking, the Reporting Person has agreed to vote all of its Common Shares and Common Shares B (based on one vote per 40 Common Shares B) in favor of the Resolutions, subject to the board's fiduciary duties. The 2026 Voting Undertaking further provides that (i) with effect from, and subject to, the completion of the VA Split, the Issuer will issue 8,197,130 Common Shares to the Reporting Person as consideration for the Issuer's acquisition of the Reporting Person's 327,885,200 Common Shares B, on a 40 for 1 basis (the "Conversion"), following which no Common Shares B will remain outstanding and the Reporting Person will no longer be entitled to exercise full voting power upon a Special Cause, and (ii) the 1983 Amended Merger Agreement and the Voting Rights Agreement will terminate, and the Call Option will be extinguished, with effect from the date the Interim Bye-Laws take effect.
The foregoing description is qualified in its entirety by the 2026 Voting Undertaking, attached as an exhibit hereto and incorporated herein by reference. |