Helping people achieve a lifetime of financial security
SAECURE 16 Investor Presentation
October 2018
SAECURE 16 October 2018 Investor Presentation Helping people - - PowerPoint PPT Presentation
SAECURE 16 October 2018 Investor Presentation Helping people achieve a lifetime of financial security Disclaimer Disclaimer This presentation was prepared by Aegon Hypotheken B.V. ("Aegon" or the "Company") and may contain
Helping people achieve a lifetime of financial security
SAECURE 16 Investor Presentation
October 2018
This presentation was prepared by Aegon Hypotheken B.V. ("Aegon" or the "Company") and may contain marketing materials. In connection with the proposed transaction the Company has retained Coöperatieve Rabobank U.A.”, ING Bank N.V., Merrill Lynch International, Société Générale, acting through its corporate and investment banking department, and Wells Fargo Securities International Limited as managers (the "Managers"). Although the information in this presentation has been obtained from sources which the Company believes to be reliable, the Company and the Managers do not represent or warrant its accuracy, completeness or correctness, and such information may be incomplete or condensed. The Company and the Managers will not be responsible for the consequences of reliance upon any opinion or statement contained herein or for any omission. No action has been taken by the Company or any Manager that would permit an offer of the securities (the "Securities") as referred to in the presentation or the possession or distribution of this presentation or any other offering or publicity material relating to such Securities in any jurisdiction where action for that purpose is required. The release, publication or distribution of this presentation in certain jurisdictions may be restricted by law and therefore persons in such jurisdictions into which they are released, published or distributed, should inform themselves about, and observe, such restrictions. The Securities are complex financial instruments and are not a suitable or appropriate investment for all 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 Directive 2014/65/EU (as amended, 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 Directive 2003/71/EC (as amended, the Prospectus Directive). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for
under the PRIIPS Regulation. In preparing this presentation, the Company has relied upon and assumed, without independent verification, the accuracy and completeness of all information available from various sources. This presentation may be subject to variation to the extent that any assumptions contained herein prove to be incorrect, or in light of future information or developments relating to the transaction or following discussions with relevant transaction parties. No assurance can be or is given that the assumptions on which the information is made will prove correct. Information of this kind must be viewed with caution and should not be treated as giving investment advice. The information in this presentation reflects currently prevailing conditions and views, which are subject to change. Any historical information is not indicative of future performance. Opinions and estimates may be changed without notice and involve a number of assumptions which may not prove valid. Average lives of and potential yields on any securities cannot be predicted as the actual rate of repayment as well as other relevant factors cannot be determined precisely. No assurance can be or is given that the assumptions on which such information is made will prove correct. Information of this kind must be viewed with caution. The Company and the Managers assume no obligation to notify or inform the recipient of any developments or changes occurring after the date of this presentation that might render its contents untrue or inaccurate in whole or in part. In addition, no representation or warranty, expressly or implied, is or will be made in relation to, no reliance should be placed on and no responsibility is or will be accepted by the Company, any Manager or its respective affiliates, agents, directors, officers, partners, employees or advisers, as to the accuracy and completeness of the information contained in this presentation and nothing in this presentation shall be deemed to constitute such a representation or warranty or to constitute a recommendation to any person to acquire securities. The recipient of this information acknowledges that the Company and the Managers do not owe or assume any duty of care or responsibility to the recipient. The recipient of this presentation cannot derive any rights from any estimates,
howsoever arising from any use of this presentation or its contents or otherwise arising in connection therewith and any and all such liability is expressly disclaimed. This presentation contains "forward-looking statements". Such forward-looking statements involve known and unknown risks, uncertainties and other important factors beyond the Company's control that could cause the actual results, performance or achievements of the Company to be materially different from future results, performance or achievements expressed or implied by such forward-looking statements. Such forward-looking statements are based on numerous assumptions regarding the Company's present and future business strategies and the environment in which the Company will operate in the future. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. The Company and the Managers accept no obligation to update the forward-looking statements contained herein to reflect actual results, changes in assumptions, or changes in factors affecting these statements. This presentation is provided for discussion purposes only and does not constitute an offer or invitation for the sale, purchase, exchange or transfer of any securities or a recommendation to enter into transactions hereby contemplated and it does not constitute a prospectus or offering document in whole or in part. No representation, warranty or undertaking, express or implied, is made as to and no reliance should be placed on, the fairness, accuracy, completeness or correctness of the information or the opinions contained herein. This presentation is not to be relied upon in any manner as legal, tax, regulatory, accounting or any other advice and shall not be used in substitution for the exercise of independent judgment and each person made aware of the information set-forth hereof shall be responsible for conducting its own investigation and analysis of the information contained herein.
Disclaimer
Disclaimer
The information contained herein is confidential and is intended for use only by the intended recipient and does not carry any right of publication or disclosure. This presentation is not intended for U.S investors nor U.S. persons. The presentation nor any copy of it may be taken or transmitted into the United States of America, its territories or possessions (collectively, the "United States") directly or indirectly. Any failure to comply with these restrictions may constitute a violation of U.S. or other securities laws, as applicable. No action has been or will be taken by the Company and the Managers in any country or jurisdiction that would, or is intended to, permit a public offering of securities in any country or jurisdiction where action for that purpose is required. In particular, no Securities have been or will be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the United States and securities may not be offered, sold or delivered within the United States or to US persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws and may only be sold outside of the United States to persons who are not US persons in reliance on Regulation S under the Securities Act and otherwise in compliance with all applicable laws and regulations in each country or jurisdiction in which any such offer, sale or delivery of securities is made. The Company does not intend to register or to conduct a public offering of any securities in the United States or any other jurisdiction. This presentation and its contents may not be viewed by persons within the United States (within the meaning of Regulation S under the Securities Act). The securities may not be purchased by, or for the account or benefit of, any “U.S. person” as defined in the U.S. Risk Retention Rules (“Risk Retention U.S. Person”). Prospective investors should note that the definition of “U.S. person” in the U.S. Risk Retention Rules is different from the definition of “U.S. person” in Regulation S under the Securities Act. Each purchaser of the securities or a beneficial interest therein acquired in the initial distribution of the securities, by its acquisition of the securities or a beneficial interest therein, will be deemed to have made certain representations and agreements, including that it (1) is not a Risk Retention U.S. Person, (2) it acquiring such or a beneficial interest therein for its own account and not with a view to distribute such security, and (3) is not acquiring such security or a beneficial interest therein as part of a scheme to evade the requirements of the U.S. Risk Retention Rules (including acquiring such security through a non-Risk Retention U.S. Person, rather than a Risk Retention U.S. person, as part of a scheme to evade the 10 per cent. Risk Retention U.S. Person limitation in the exemption provided for in section 20 of the U.S. Risk Retention Rules). In the European Economic Area (the “EEA”), the securities are only directed at persons who are “Qualified Investors” within the meaning of Article 2(1)(e) of the EU Directive 2003/71/EC, as amended (the “EU Prospectus Directive”). If you have received this presentation in the EEA, by not immediately returning and deleting it you are confirming that you are a Qualified Investor. This presentation must not be acted upon in any member state of the EEA by persons who are not Qualified Investors. Any investment or investment activity to which this presentation relates in the EEA is available to, and will be engaged only with, Qualified Investors. This presentation and its contents is for distribution in or from the United Kingdom only to persons who are authorised persons within the meaning of the Financial Services and Markets Act 2000 of the United Kingdom or who are investment professionals within the meaning of Article 19 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (all such persons together being referred to as “relevant persons”). This presentation is directed only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. The information contained herein may not be reproduced or redistributed (in whole or in part) in any format without the express written approval of the Company and the Managers. Aegon is supervised by the Dutch Central Bank and the Authority for the Financial Markets in the Netherlands. By attending the presentation to which this document relates, you will be deemed to have represented, warranted and agreed that you have read and will comply with the contents of this notice. The information in this presentation has not been verified, approved or endorsed, or independently verified by the Managers or by any independent third party. The Managers make no representation or warranty, express or implied, as to the accuracy or completeness of such information. None of the Managers or any of their directors, officers, employees, affiliates or agents will be responsible or liable for the consequences of reliance upon any statement, opinion or information contained herein or any omission therefrom. The Managers therefore disclaim any and all liability relating to this presentation including, without limitation, any express or implied representations or warranties for statements contained in, and
liability or responsibility whatsoever to any person or entity, directly or indirectly, in respect of the information herein and/or any omission, condition or other circumstances within or outside the control of the Managers. The Managers shall not be liable for any direct or consequential damage, loss, cost, charge, expense or other liability which may result from, be caused by or alleged to be caused by or in connection with the use or reliance by you, or others, upon such information. The information contained herein is subject to change without notice, and is qualified in its entirety by the information in the relevant final prospectus. This does not comprise a prospectus, for the purpose of the EU Prospectus Directive (or any relevant implementing measures in The Netherlands) or otherwise. There has been no independent verification of the contents of this document and it does not constitute or contain investment advice. Information contained in this document prepared for information purposes, is indicative and a summary only and is subject to change, finalisation and amendment without notice, and is qualified and superseded in its entirety by reference to the offering circulars to be issued, once approved, in respect of the transaction (the "Offering Circular"). Investors should not subscribe for any securities referred to herein except on the basis of information contained in the Offering Circular. When available, the Offering Circular will be made public in accordance with the EU Prospectus Directive and/or relevant implementing measures in The Netherlands and investors may
Disclaimer
Disclaimer
Any investment decisions on the securities should not be based on this document and should be based solely on the Offering Circular. In addition, investors should pay particular attention to any sections of the Offering Circular describing any special investor considerations or risk factors. Prospective investors are solely responsible for their own independent appraisal of, and investigations into the products, investments and transactions referred to in this document and should not rely on any information in this document as constituting investment advice. Before entering into any transaction, prospective investors should ensure that they fully understand the potential risks and rewards of that transaction and that they independently determine that the transaction is appropriate for them given their objectives, experience, financial and operational resources, and other relevant circumstances. No consideration has been given to the particular investment
No person is authorised to give any information or to make any representation not contained in and not consistent with this document or the Offering Circular and, if given or made, such information or representation must not be relied upon as having been authorised by or on behalf of the SAECURE 16 B.V.(the” Issuer”) or Aegon. Rabobank is the trading name used by Coöperatieve Rabobank U.A. incorporated in the Netherlands. Rabobank is authorised by De Nederlandsche Bank and regulated by the Netherlands Authority for the Financial Markets. ING Bank N.V. is incorporated in The Netherlands with limited liability. ING’s registered office is at Bijlmerplein 888, 1102 MG, Amsterdam. ING is regulated by De Nederlandsche Bank (Dutch Central Bank) and the Autoriteit Financiële Markten (Financial Markets Authority, for more information see www.afm.nl). “Bank of America Merrill Lynch” is the marketing name for the global banking and global markets businesses of Bank of America Corporation, including Merrill Lynch International. Merrill Lynch International is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority. Société Générale Corporate & Investment Banking (SG CIB) is a marketing name for corporate and investment banking businesses of SG and its subsidiaries worldwide. SG is a French credit institution (bank) that is authorised and supervised by the European Central Bank ("ECB") and the Autorité de Contrôle Prudentiel et de Résolution ("ACPR") (the French Prudential Control and Resolution Authority) and regulated by the Autorité des marchés financiers (the French financial markets regulator) ("AMF"). Société Générale London Branch is authorised by the ECB, the ACPR and the Prudential Regulation Authority ("PRA") and subject to limited regulation by the Financial Conduct Authority ("FCA") and the
The Société Générale Book Building Allocation Policy setting out the process for developing allocation recommendations is available at: https://cib.societegenerale.com/fileadmin/user_upload/SGCIB/pdf/SGCIB_Bookbuilding_Summary.pdf Wells Fargo Securities International Limited (“WFSIL”) is incorporated in the United Kingdom with limited liability. WFSIL’s registered office is at One Plantation Place, 30 Fenchurch Street, London EC3M 3BD. WFSIL is authorised and regulated by the Financial Conduct Authority under registration number 186745.
Disclaimer
Disclaimer
5
Executive summary
Slides 6-7
SAECURE 16 – Transaction
Slides 8-15
Aegon highlights
Slides 16-19
Mortgage loan business &
Slides 20-27
Slides 35-40
Contact information
Slide 41 Content
Content
SAECURE performance The Dutch economy and housing market
Slides 28-34
Appendix
Slides 42-55
6 Executive summary
7 Executive summary
Executive summary
Aegon mortgage business in the Netherlands
maintain a strong market position in the competitive Dutch mortgage market over the last years
the prime Dutch mortgage market, i.e. the best performing and most resilient across Europe where in the wake of the crisis the losses did not exceed 11bps for non-NHG and 3bps for NHG Loans in 20142
The SAECURE programme
performance
and the 2 remaining FORD have not occurred yet
SAECURE 16
will be rated [AAA(sf)] / [AAAsf] by S&P and Fitch
Dutch Residential Mortgage Loans originated by Aegon Hypotheken and Aegon Levensverzekering and serviced by Aegon Hypotheken
benefit of an NHG Guarantee represent [10.4%] of the portfolio
1Based on CPR of 6% to FORD without defaults and delinquencies and no Further Advances/replacements, assuming the Notes being redeemed at FORD 2Calculated over the average portfolio balance8 SAECURE 16 – Transaction overview
9
Main features & industry compliance
1. Subordination of Class B Notes of [7.0]% 2. Reserve Account of [1.0]% at closing, 3. Excess margin
transaction, this transaction intends to comply with the framework for simple, transparent and standardised (STS) securitisations and to fulfil additional requirements, if any, on or prior to such notification date
article 405 CRR, article 51 AIFMR and article 254 Solvency II Regulation), as well as to make available all materially relevant data to comply with articles 405 up to and including 409 CRR, articles 51, 52 and 53 AIFMR and articles 254 and 256 Solvency II Regulation
SAECURE 16 – Transaction overview
Transaction highlights
Note class Size (%) Status CE1 Coupon up to and including FORD2 Coupon after FORD Excess Consideration WAL3 FORD Final Maturity S&P/ Fitch A [93.0%] Offered [8.0%] 3mE + [40] bp Min(3mE,5%) + [40] bp Max(3mE-5%,0) + [40] bp [4.06] [October 2023] [October 2091] [AAA(sf)/AAAsf] B [7.0%] Retained [1.0%] [0.0%] [0.0%] N/A [4.96] [October 2023] [October 2091] NR Total [100%] C [1.0%] Retained [0.0%] [0.0%] [0.0%] N/A N/A N/A [October 2091] NR
Capital Structure
certain payments
10 SAECURE 16 – Transaction overview
Portfolio characteristics1 (I)
Source: Provisional portfolio as per 31 August 2018
1The actual portfolio of Mortgage Loans sold on the Closing Date will be selected from the Provisional Pool
0.02% 0.51% 1.46% 3.43% 7.06% 9.72% 13.45% 16.83% 19.37% 28.17% 0% 10% 20% 30%
Current loan to indexed market value
Principal balance € 988,617,922.31 Value of savings deposits € 41,099,630.28 Net principal balance € 947,518,292.03 Number of mortgages 3,913 Number of mortgage loan parts 8,817 Average principal balance (per borrower) € 242,146 Weighted average current interest rate (%) 3.33 Weighted average maturity (in years) 29.39 Weighted average remaining fixed rate period (in years) 17.23 Weighted average seasoning (in years) 3.22 Weighted average CLTOMV 80.64 Weighted average CLTIMV 75.18 Weighted average Debt Service to Income 16.49% Weighted average LTI 3.69
Key characteristics
1.14% 9.39% 26.75% 38.55% 20.40% 3.43% 0.34% 0% 10% 20% 30% 40% 50%
Debt servicing to income
11
98.3% 1.7% Fixed Floating
Redemption type
SAECURE 16 – Transaction overview
Portfolio characteristics1 (II)
Source: Provisional portfolio as per 31 August 2018
1The actual portfolio of Mortgage Loans sold on the Closing Date will be selected from the Provisional Pool
Geographical distribution Interest payment type
41.9% 38.6% 7.8% 4.1% 3.7% 2.8% 1.3% Interest only Annuity Bank savings Savings Life insurance Linear Investments
Drenthe 2.4% Flevoland 1.7% Friesland 2.7% Gelderland 12.0% Groningen 2.6% Limburg 4.6% Noord-Brabant 16.2% Noord-Holland 16.0% Overijssel 6.5% Utrecht 12.2% Zeeland 2.2% Zuid-Holland 21.0%
12 SAECURE 16 – Transaction overview
Risk mitigating features
Credit enhancement Subordination is provided by the Class B Notes [7,0%] The Reserve Account
at closing at [1.0]% of the Class A & B Notes and has a Target Level of [2.0]% of the balance of the Class A & B Notes at closing
amortize as long as the Class A Notes are outstanding Excess margin Pre-FORD:
difference between the interest received on the mortgage portfolio and the interest paid on the Notes, subject to payout from the Interest Rate Cap Provider if and when applicable Post-FORD
the form of Class A Additional Redemption Amounts to the Available Principal Funds for the accelerated redemption of the Class A Notes Cash Advance Facility
Principal Amount Outstanding of the Class A Notes with a floor of [0.75%]
be used to pay senior expenses and interest due on the Class A Notes (up to the EURIBOR Agreed Rate plus [40bps] post FORD)
Rabobank (A+/Aa3/AA-) (S/M/F) Commingling Risk
collection account (held at ABN AMRO Bank N.V (A/A1/A+) (S/M/F) by means of direct debit on the first day of each month
date the Seller will transfer to the Issuer the scheduled amount of principal and interest and an estimated amount of prepaid principal (120% of the previous month’s prepayments)
Event and expiry of any applicable grace period, the Seller undertakes to immediately notify the Borrowers and any other relevant party, of the assignment of Mortgage Loans and the beneficiary rights relating thereto after which Borrowers will make payments directly to the Issuer Set-off risk
the potential set-off exposure related to life insurance, bank and savings Mortgage Loans in determining the credit enhancement levels
Mortgage Loans by means of, amongst other things, the participation agreements
13
Indicative issue price sensitivity¹
SAECURE 16 – Transaction overview
Indicative amortisation profile and issue price sensitivity
Source: Aegon analysis, provisional pool as per 31 August 2018 ¹A constant discount rate has been used as of 18 October 2018 (of [-0.318]%). At the pricing date, the constant discount rate of that date will be used, which could lead to slight differences. For reference purposes only.
Indicative amortisation profile of Class A and B notes (6% CPR) Assumptions
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100%
Class A Notes Class B Notes
Discount Margin (bps) 0% CPR 3% CPR 6% CPR 10% CPR 15% CPR 20 [100.97] [100.90] [100.83] [100.74] [100.65] 25 [100.73] [100.67] [100.62] [100.56] [100.48] 30 [100.48] [100.45] [100.41] [100.37] [100.32] 35 [100.24] [100.22] [100.21] [100.18] [100.16] 40 [100.00] [100.00] [100.00] [100.00] [100.00]
WAL table of Class A Notes
CPR 0% 3% 6% 10% 15% Class A [4.76]yr [4.40] yr [4.06]yr [3.64]yr [3.18]yr
14
Mitigating call risk
redeem the Class A Notes
Funds for the accelerated redemption of the Class A Notes, serving as a mitigant to call risk
SAECURE 16 – Transaction overview
Interest hedging arrangements
1Subject to an estimated CPR of 6% to FORD without defaults and delinquencies and no Further Advances/replacements
15 year interest rate cap
Post-FORD interest rate risk
plus the EURIBOR Excess Consideration (portion of the 3m EURIBOR above the EURIBOR Agreed Rate of 5%), will be payable on the Class A Notes and will be subordinated in the Pre- Enforcement Revenue Priority of Payments and in the Post-Enforcement Priority of Payments
15 SAECURE 16 – Transaction overview
Indicative Class A revenue breakdown
Underlying assumptions*
EUR mn EUR mn EUR mn % of total % of total % of total
Excess consideration paid (LHS) Senior interest paid (LHS) Cumulative total interest paid / Cumulative total interest due (RHS)
3m EIB [-0.3%] 3m EIB [5%] 3m EIB [8%]
*Scenario’s in case the call at FORD is not exercised
0% 20% 40% 60% 80% 100% 120%
0.2 0.3 0.4 0.5 0.6 0.7 0.8 1 11 21 31 41 51 61 71 Quarters from close 0% 20% 40% 60% 80% 100% 120%
4.0 6.0 8.0 10.0 12.0 14.0 1 11 21 31 41 51 61 71 Quarters from close 0% 20% 40% 60% 80% 100% 120%
4.0 6.0 8.0 10.0 12.0 14.0 16.0 18.0 20.0 1 11 21 31 41 51 61 71 Quarters from close
16 16 Aegon highlights
17 Aegon highlights
7% 52% 38% 3% Americas AAM Asia
What we do
Life insurance, pensions & asset management for approximately
29 million customers
(2H17)
History
Our roots date back to the first half of the 19th century
Employees
Over 25,000 employees
(1H18)
Earnings
Underlying earnings before tax
EUR 1,064 million
(1H18)
Investments
Revenue-generating investments
EUR 825 billion
(1H18)
Deposits
Net deposits
EUR 3.9 billion
(1H18) Europe
Aegon N.V. at a glance
Source: Aegon
18 Aegon highlights
increase in own funds
SCR increased by 16%-pts to 150% in 1H18
Target zone 150% 200% 4Q 2016 4Q 2017 1H 2018 157% 201% 215%
US 490%
RBC
NL 190%
SII
UK 197%
SII
Local solvency ratio by unit
Significant improvement in Solvency II ratio
Group Solvency II improvement
19
Aegon Netherlands N.V. (“Aegon NL”)
Aegon highlights
100% 100% 100%
Aegon N.V. Aegon Netherlands N.V.
Aegon Bank N.V. Aegon Schade- verzekering N.V. Aegon Levens- verzekering N.V. Aegon Hypotheken B.V.
100%
EUR millions 1H 2018 Life 238 Non-life 24 Banking 49 Service business 8 Underlying earnings before tax 318 Aegon Europe Holding B.V.
Simplified Aegon NL Structure Underlying earnings before tax
Since April 2011, all newly originated mortgage loans are fully underwritten by Aegon Hypotheken, a 100% subsidiary of Aegon NL, and are subject to the same underwriting criteria In 1H 2018, Aegon NL represented 28% of Aegon’s total underlying earnings before tax Aegon NL offers a wide range of financial products and services to its clients, including pensions, insurance (life and non-life), mortgage loans, savings and investment products
Source: Aegon
20 20 Mortgage loan business & origination
21 Mortgage loan business & origination
Aegon NL mortgage lending organization
Aegon Hypotheken is a 100% subsidiary of Aegon NL Origination is done through intermediaries, while all underwriting decisions are made by Aegon NL’s underwriting team in Leeuwarden All mortgage related processes are periodically reviewed and are regularly audited (including SOX compliance) In 2017 Aegon NL Hypotheken published the ISAE 3402 Type II Report1
A trusted party
1International assurance standard on the controls at a service organization
22
16.4% 3.0% 3.9% 4.2% 5.0% 7.3% 8.2% 12.8% 18.9% 20.3%
0% 5% 10% 15% 20% 25%
Aegon in the Dutch mortgage market
Other
Mortgage loan business & origination
4th mortgage lender with 8.2% market share
Source: Land Registry (Kadaster) (1H 2018)
23
Aegon in the Dutch mortgage market
Mortgage loan business & origination
7.9% 6.0% 4.8% 5.1% 71.8% 67.2% 63.9% 51.6% 7.6% 14.3% 20.4% 31.6% 12.7% 12.5% 10.9% 11.8% 2015 2016 2017 1H2018 10yr 20yr 30yr Other 47.1% 43.8% 41.4% 33.9% 33.0% 38.9% 38.4% 40.1% 3.0% 4.1% 8.1% 11.2% 16.9% 13.2% 12.1% 14.8% 2015 2016 2017 1H2018 10yr 20yr 30yr Other
Relatively longer term fixed interest rates
Source: Hypotheken Data Nederland (HDN) / Aegon (1H 2018); Newly originated loans per year.
Aegon mortgage production Dutch mortgage production
24 Mortgage loan business & origination
Diversified funding
Life
Nominal mortgage amounts per 1H 2018
(in EUR X bn)
Characteristics
(
Large part interest only mortgages Supports investment income
Non-life
Full risk transfer Attractive mortgage fund solutions (DMF I and DMF II) and tailored whole loan solutions
Service business
Mostly short interest rate reset periods Offering products to clients on both sides of the balance sheet
Bank
Originate to share
Long-dated assets Good match against liabilities Funding diversification 15 deals issued since 2000, with SAECURE 14 and 15 still outstanding
RMBS – SAECURE programme
Covered Bond
Registered Conditional Pass-Through Covered Bond programme with DNB since 2015 Covered Bonds are rated AAA/AAA (S&P/Fitch), dual
17 16 6 3* 2 <1
Origination vehicle Aegon Hypotheken & Aegon Levensverzekering
Source: Aegon *Cover Pool is more than EUR 2.5 bn
25
0% 10% 20% 30% 40% 50% 5 10 15 20 25 30 35 40 45 50 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1H2018
NHG Mortgage Loans (LHS) Non NHG Mortgage Loans (LHS) SAECURE program (RHS) Covered Bond program (RHS) Fee business (RHS)* % of total book EUR bn
Mortgage loan business & origination
Increasing portfolio requires diversified funding sources
Diversified funding
Source: Aegon (2006 – 1H 2018)
*Fee business constitutes no funding implications for Aegon (only servicing and no refinancing risk)
26
Key mortgage loan products
0% 10% 20% 30% 40% 50% 60% 70% 80% 90% 100% 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 1H 2018 Interest Only Life Insurance Savings Investment Linear Annuity Other
Mortgage loan business & origination
Since 2013 only amortizing mortgage loans are eligible for tax deductibility1
Source: Aegon (2006 – 1H 2018) – Newly originated mortgage loans per year
1Grandfathering on existing loans
27 Mortgage loan business & origination
Underwriting criteria & credit process
Aegon’s underwriting team consists
25% of the team has more than 10 years experience. All underwriters are WFT1 certified Approximately 75% of all applications were approved in 2017 (of which ~5% after deferral to a loan committee)
Collateral
basis subject to senior underwriter approval
Loan
in compliance with the Wft, whereby the largest part of the mortgage requests is in accordance with the standard criteria.
SFH3
Borrower
1 ‘Wet op Financieel Toezicht’ is a Dutch law that serves to protect consumers and obliges financial service providers to meet criteria with regard to professional competence,
financial security and clear and fitting advice.
2 VIS (Verificatie Informatie Systeem) and EVA (Externe Verwijzing Applicatie) is a fraud prevention system which shows all lost, stolen and invalid identification documents
both domestic and foreign
3 SFH (Stichting Fraudebestrijding Hypotheken) is a fraud prevention system which shows all persons and companies involved in mortgage fraud
28 28 The Dutch economy and housing market
29 The Dutch economy and housing market
Dutch economy
One of the most stable and open economies in Europe with one of the highest GDP per capita
Highlights of the Dutch economy
Source: Eurostat, CPB
Trade balance (% of GDP)
Source: OECD
Unemployment rate comparison
Source: Eurostat
Evolution of Y-o-Y real GDP growth rate
Source: Eurostat
0% 2% 4% 6% 8% 10% 12% 14% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Netherlands UK Eurozone US
0% 2% 4% 6% 8% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Netherlands UK Eurozone US
0% 5% 10% 15% 20% 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Netherlands UK US Eurozone
30 The Dutch economy and housing market
Dutch economy (cont’d)
Sovereign debt (% of GDP)
Source: Bloomberg, IMF
5 Year CDS Sovereign Spread (in USD - bps)
Source: Bloomberg
Deficit (% of GDP)
Source: Bloomberg
Gross national savings1 (% of GDP)
Source: Bloomberg, CIA
(4) (2)
4 6 8 10 12 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Netherlands UK Germany France US
10 15 20 25 30 35 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Netherlands UK Germany France US
50 100 150 200 250 300 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018
Netherlands UK Germany France US
40 60 80 100 120 2000 2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Netherlands UK Germany France US
1GNS = GDP – consumption – government spending
31
Key characteristics
Code of Conduct
NHG
to the applicable terms and conditions
Underwriting
Products
Framework
…of the Dutch residential mortgage market
The Dutch economy and housing market
1Source: Miljoenennota 2018
Policy developments1
32 The Dutch economy and housing market
Dutch housing prices
60 70 80 90 100 110 120 130 140 150 2010 2011 2012 2013 2014 2015 2016 2017 2018 Euro Area Ireland Spain Netherlands United Kingdom
S&P 2 expects that house prices will increase less rapidly at 7% annually in 2018, compared to the increase of around 8.5% last year (2017). Moreover, the expectation is that this will further cool down to around 5% in 2019. Rabobank3 expects an increase in housing prices of 8.7% in 2018 and a subsequent increase of around 7% in 2019. However, Rabobank does expect a drop in the number
compared to the year before.
Significant increases over recent years
Source: ECB, S&P/Case-Shiller, Nationwide
2S&P Global Ratings ‘Europe’s Housing Markets: Soft Landing in Sight’, February 7, 2018; 3Rabobank: Kwartaalbericht woningmarkt, August 15, 2018.
33 The Dutch economy and housing market
Dutch housing prices: regional development
0% 10% 20% 30% 40% 50%
since pre crisis high (2008-Q3) since crisis low (2013- Q2)
Strong regional differences in price development
Source: CBS (June 30th 2018)
4% 7% 11% 10% 12% 9% 9% 7% 7% 6% 8% 7%
Regional house price development (YoY)
Increase > average (8%) Increase <= average (8 %)
Regional house price development (since pre crisis high & low)
34 The Dutch economy and housing market
Dutch household financials
1,112 1,202 1,170 1,398 1,488 1,621 1,597 321 340 344 332 336 342 344 47 53 62 71 87 89 95 682 688 673 675 679 687 695 50 48 44 37 36 32 30 500 1,000 1,500 2,000 2,500 2011 2012 2013 2014 2015 2016 2017 Life insurance & Pension assets Savings & Deposits Investments Residential Mortgage Debt Consumer Credit
Dutch household wealth including pension assets far exceeds mortgage debt
EUR bn Source: Dutch Central Bank (DNB), Statistics Netherlands (CBS)
35 SAECURE performance
36 SAECURE performance
Performance of SAECURE transactions
4,000 6,000 8,000 10,000 12,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 SAECURE 1 SAECURE 2 SAECURE 3 SAECURE 4 SAECURE 5 SAECURE 6 NHG SAECURE 7 SAECURE 8 NHG SAECURE 9 SAECURE 10 SAECURE 11 SAECURE 12 SAECURE 13 NHG SAECURE 14 NHG SAECURE 15 EUR (mln)
Decreasing outstanding net balance
Source: SAECURE investor reports (2006 – 1H 2018), unaudited data
37 SAECURE performance
Performance of SAECURE transactions
2.00 3.00 4.00 5.00
4,000 6,000 8,000 10,000 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018*
bps of net balance EUR (mln) Total net losses (RHS) Outstanding net balance (LHS)
Limited losses and strong recoveries
Recovery Rate on NHG SAECURE transactions remained stable at 98.4% at the end of 2017 compared with 98.6% at the end of 2016 Recovery Rate on regular SAECURE transactions remained stable at 95.4% at the end of 2017 compared with 95.7% at the end of 2016
Source: SAECURE investor reports (2006 – 1H 2018), unaudited data * 2018 shows total net losses and outstanding net balance at end of June 2018
38 SAECURE performance
Performance of SAECURE transactions
Limited losses for most recent SAECURE transactions
Source: Prospectus & Investor Reports SAECURE transactions; unaudited data
1For currently active SAECURE transactions, this is shown at end of June 2018 2These figures show post-foreclosure recoveries
Transaction information Asset balance at Closing Date Cumulative gross losses (at FORD)1 Cumulative recoveries (at FORD)12
Transaction Closing Date FORD Number of loans EUR (mln) Number of foreclosures EUR (mln) Cumulative losses (bps) EUR (mln) Cumulative recoveries (bps) SAECURE 2 Sep-2003 Aug-2010 6,266 1,080 40 1.60 14.80 0.25 2.36 SAECURE 3 Nov-2003 Feb-2011 9,578 1,193 17 0.72 6.07 0.06 0.47 SAECURE 4 Jun-2004 Aug-2011 7,186 1,109 87 4.40 39.70 0.87 7.87 SAECURE 5 Apr-2005 Aug-2012 7,375 1,212 57 4.03 33.25 0.40 3.33 SAECURE 6 NHG Sep-2006 Aug-2013 14,947 2,054 65 1.35 6.49 0.79 3.83 SAECURE 7 Jul-2010 Aug-2015 8,508 1,100 65 2.60 23.61 0.16 1.49 SAECURE 8 NHG Oct-2010 Dec-2014 8,377 1,470 42 0.57 3.18 0.16 1.06 SAECURE 9 Sep-2010 Mar-2016 4,488 908 52 1.89 20.85 0.18 1.97 SAECURE 10 Apr-2011 Feb-2016 8,259 1,631 86 3.74 22.94 0.23 1.39 SAECURE 11 May-2012 Jul-2015 3,715 721 23 0.36 5.04 0.05 0.66 SAECURE 12 Dec-2012 Oct-2017 7,588 1,468 111 1.31 8.91 0.23 1.60 SAECURE 13 NHG Mar-2013 Feb-2018 6,452 1,233 108 0.38 3.07 0.03 0.26 SAECURE 14 NHG Mar-2014 Feb-2019 8,030 1,502 85 0.30 2.02 0.01 0.05 SAECURE 15 Oct-2014 Feb-2020 8,009 1,552 25 0.19 1.20 0.00 0.01
39 SAECURE performance
Performance of SAECURE transactions
Low and further decreasing arrears
1 2 3 2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2 <= 3 monthly payments 3 <= 4 monthly payments 4 <= 6 monthly payments > 6 monthly payments
Arrears in the >6 month bucket have declined since Q1 2016 due to successfully completed voluntary sales resulting in minimal losses and arrears being cured The post crisis SAECURE issuance volumes (2010-2011) resulted in a steep decline in the relative volume of arrears
bps of net balance
Source: SAECURE investor reports (2006 – 1H 2018); unaudited data
40
Performance of SAECURE transactions
SAECURE performance
Lifetime CPRs for outstanding SAECURE transactions
Source: SAECURE portfolio and performance reports (2014-1H 2018); unaudited data Past performance is not necessarily an indicator of future results or performance 0% 2% 4% 6% 8% 10% Mar-14 Sep-14 Mar-15 Sep-15 Mar-16 Sep-16 Mar-17 Sep-17 Mar-18
CPR SAECURE 15 CPR SAECURE 14 CPR (%)
41
WWW.AEGON.COM
For questions and information relating to the Aegon SAECURE programme please contact:
Bastiaan Warmerdam Christiaan Hoiting
Manager Capital Market Solutions Funding Manager T: +31 70 344 8361 T: +31 6 5393 7521 E: bastiaan.warmerdam@aegon.com E: christiaan.hoiting@aegon.nl
Jeroen Dekkers
Senior Strategic Analyst T: +31 6 1191 1447 E: jeroen.dekkers@aegon.nl
For questions relating to Aegon please contact:
Aegon Investor Relations T: +31 70 344 8305 E: ir@aegon.com
42 42
Appendix
43 Appendix
Transaction parties
Key Transaction Parties
Issuer SAECURE 16 B.V. Shareholder Stichting Holding SAECURE 16 Security Trustee Stichting Security Trustee SAECURE 16 Originators AEGON Hypotheken B.V. and AEGON Levensverzekering N.V. Seller AEGON Hypotheken B.V. Servicer AEGON Hypotheken B.V. Issuer Administrator Intertrust Administrative Services B.V. Issuer Account Bank Coöperatieve Rabobank U.A. (Rabobank) Cash Advance Facility Provider Rabobank Interest Rate Cap Provider Rabobank Arranger Rabobank Joint Lead Managers Rabobank; Société Générale; ING Bank N.V.; Wells Fargo Securities; Merrill Lynch International Paying / Reference agent CitiBank N.A. Amsterdam Branch / London Branch Listing Agent Rabobank Rating Agencies Fitch Ratings Ltd. (Fitch) and S&P Global Ratings Europe Ltd. (S&P) Originator Collection Account Bank ABN AMRO Bank N.V. Source: preliminary prospectus
44 Appendix
Interest Priority of Payments1
1This is a simplified overview. Please refer to the Preliminary Prospectus for a full description of the Priority of Payments and of the Available Principal Funds 2To be applied in Principal Waterfall, subject to certain conditions
Mortgage Loan Interest Interest on Issuer Accounts Cash Advance Facility drawings; if any Reserve Account drawings, if any Repurchase or sale proceeds (interest) Post foreclosure proceeds, if any Credit insurance proceeds (interest) Prepayment penalties Net foreclosure proceeds of mortgage receivables (relating to interest) Interest Rate Cap receivables Additional Available Revenue Funds (principal to pay interest in certain conditions) Additional Available Revenue Funds (principal to pay interest in certain conditions) Senior expenses and servicing fee Cash Advance Facility Interest on the Class A Replenishment of Class A PDL Replenishment of Reserve Account After FORD: Class A Excess Consideration After FORD: Class A Additional Redemption Amounts2 Replenishment of Class B PDL Repayment of Class C Notes (only after redemption of Class A & B) Gross-up or additional amounts on the Cash Advance Facility Deferred Purchase Price to Seller Principal on Subordinated Loan
45 Appendix
Principal Priority of Payments1
1This is a simplified overview. Please refer to the Preliminary Prospectus for a full description of the Priority of Payments and of the Available Principal Funds 2 To be applied in the Revenue Waterfall 3Up to the FORD only and subject to specific criteria identified by the Additional Purchase Conditions including a [1]% cap of the aggregate outstanding balance of
portfolio Mortgage Loans
Mortgage Loan principal repayments and prepayments Credit insurance proceeds (principal) Participation increase Partial prepayments After-FORD: Class A Additional Redemption Amounts Net foreclosure proceeds of mortgage receivables (relating to principal) Repurchase / Sale of Mortgage Loans Credits to PDL Switched insurance savings participation (from conversion to savings) Available Principal Funds Available Principal Funds Class A Revenue Shortfall2 Purchase of Further Advance Receivables3 Principal on Class A Notes until fully redeemed After Class A repaid: Class A Excess Consideration Revenue Shortfall Amount Principal on Class B Notes until fully redeemed
46 Appendix
Comparison Transactions
Deal Name SAECURE 161 Green Apple 2018-I NHG B.V Arena NHG 2016-I B.V DRMP II B.V. SAECURE 15
Summary deal info Closing Date
Class A size
Offering
Rating
Issue price
WAL
Structural Features Hedging
Credit enhancement
Excess Consideration
Additional Amounts
Class A Notes
Class A Notes
the Class A Noteholders
to the Class A Noteholders
Pool characteristics WA CLTIMV
NHG
WA interest rate
Source: Preliminary prospectus SAECURE 16 and final prospectus other transactions, ConceptABS
1Provisional 2Based on CPR of 6% to FORD without defaults and delinquencies and no Further Advances/replacements, assuming the Notes being redeemed at FORD
47 Appendix
Aegon NL mortgage lending organization
Product Development & Pricing
Develop mortgage products Determine price
products
Marketing and Communication
Develop and maintain marketing material mortgages Sponsorship, press releases and brand advertising
Master Servicing
Payment to investors Reporting to investors Administrative handling of received loans
Structuring & Arranging
Expand or adapt existing funding agreements Securitization of Mortgage Loans Issuing of Covered Bonds Structuring of whole loan transactions
Capital & Liquidity Management
Determine funding needs Determine funding strategy Execute funding strategy
Special Servicing
Arrears servicing Residual debt servicing
Operations
Offer Underwrite Administer and service Complaint handling Payments
Distribution
Distribution / sales
products Advise on development of mortgage products
48 Appendix
Underwriting (95 FTE) Servicing (146 FTE) External
Aegon NL underwriting process
Source: Aegon
1Aegon only sells mortgages via brokers, which are carefully selected according to predetermined criteria and monitored regularly
Mortgage broker1
Preparation of proposals
Aegon front office
Review of proposals Preparation and sending of proposals
Aegon back office
Receipt of signed deeds Transfer mortgage loans to back office systems Transfer insurance policies to back office systems Handling of insurance policy changes Handling of mortgage loan changes 98% pay via direct debit; 2% by bank transfer
Aegon mid office
Receipt of signed proposals Verification of documents (customer ID etc.) Send documents to the notary Receive preliminary deeds & settlements
49 Appendix
Service providers
(VCN, Financiële makelaar, LNI)
Franchisers
(Hypotheker,CMIS, Hypotheekvisie)
Country-wide
(SNS, Vereniging Eigen Huis, Univé) Appointment based on:
insurances)
Monitoring quality:
Key notes: Aegon NL only provides mortgages via mortgage brokers The top 25 Aegon NL mortgage brokers provide 33% of total production In total there are approximately 2,500 Aegon NL mortgage brokers
Mortgage brokers
1 ‘Wet op Financieel Toezicht’ is a Dutch law that serves to protect consumers and obliges financial service providers to
meet criteria with regard to professional competence, financial security and clear and fitting advice.
50 Appendix
Key mortgage loan products
Repayment mortgage loans
Annuity mortgage loans
Linear mortgage loans
Interest-only mortgage loans
Interest-only mortgage loans
Savings mortgage loans
payments into a savings account with an insurance company or bank Life mortgage loans
insurance policy, into which they pay a monthly premium, which is either expected or guaranteed to repay (part of) the mortgage loan at maturity Investment mortgage loans
investment policy, into which they pay a monthly premium, which is expected (however not guaranteed) to repay the mortgage loan at maturity
Savings mortgage loans
Main mortgage products prior to January 1st 2013 Main mortgage products since January 1st 2013
51
Source: Aegon; “Een betaalbare hypotheek, nu en straks.” ; NIBUD, Affordability percentages, 2018
Loan affordability
Affordability tables provided by NIBUD For borrowers below 65 years of age
provided by National Institute for Budget Awareness (“NIBUD”)
paid on a mortgage loan is calculated
mortgage loan with an interest rate of 2.001% to 2.5% can use 23% of his income on interest and principal repayments (based on a 30 year annuity)
(e.g. electricity, gas, water, local taxes, telephone/internet, insurances, transport, school costs for children), other fixed costs and reservation expenditure as well as tax aspects of a mortgage loan
national credit register (“BKR”)
Percentage of gross income that can be used for mortgage loan payments Mortgage loan rate
Gross Income 1.501%-2% 2.001%-2.5% … 3.001%-3.5% 3.501%-4% 20,500 11.50% 12.00% … 13.00% 13.50% 21,000 11.50% 12.00% … 13.00% 13.50% 21,500 12.50% 13.00% … 14.00% 14.00% … … … … … … 55,000 20.50% 21.50% … 24.00% 25.00% 58,000 21.00% 22.50% … 24.50% 25.50% 61,000 21.50% 23.00% … 25.00% 26.50% … … … … … … 75,000 23.00% 24.50% … 27.00% 28.50% 77,000 23.50% 24.50% … 27.50% 28.50% 79,000 23.50% 25.00% … 27.50% 29.00% … … … … … … 96,000 24.00% 25.50% … 28.50% 30.00% 110,000 24.50% 26.00% … 28.50% 30.00%
Appendix
52
Prepayment conditions
Appendix
General conditions
53
NHG mortgage loan guarantee
Appendix
mortgage loan insurance scheme supporting home ownership in the Netherlands
depending on LTV
a divorce, unemployment, occupational disability, decease or a non culpable drop in income
clients are responsible for ensuring that the guarantee application meets NHG conditions:
not be fully covered by the guarantee
responsible for granting NHG guarantees (Aaa/AAA rating and stable
350 320 290 265 245 245 245 265 290 50 100 150 200 250 300 350 400 2011 2012 2013 2014 2015 2016 2017 2018* 2019**
EUR Thousands
Source: NHG Quarterly Reports
* Maximum LTV in 2018 stands at EUR 281k for properties for which energy saving investments are made; **It is proposed by NHG to increase the maximum purchasing price for NHG eligibility to EUR 290,000 in 2019
Maximum purchasing price (NHG)
54
Stage 1: Day 20 Action: Automatic reminder
Appendix
Focus on foreclosure
60 120 Days in Arrears 6 Months
Continued on next page
Days in Arrears 6 Months Stage 0: Day 1 & Day 15 Action: Automatic payment (again on day 15 when failed) Stage 3: Day 45 Action: Formal written demand and risk based treatment (call, email etc.) on part of files Stage 2: Day 30 Action: Telephone collection list Stage 4: Day 90 Action: Urgent arrears list BKR registration (National credit register) Notify NHG (if applicable) Stage 5: Day 150 Action: Entire loan declared immediately due and payable a) Induce a final attempt for voluntary payment b) Allow time for drafting of legal documents c) Begin foreclosure process Stage 7: Post Sale Action: Post sale review Stage 6: Foreclosure Process Action: Repossession and sale
Aegon’s collection procedure
Source: Aegon
55 Appendix
Focus on foreclosure
Stage 5c Begin foreclosure procedure Gather recent income data and perform affordability check Stage 6 Sale process Stage 7 Post sale Up to 1 Year1 Borrower cooperation decision Joint voluntary sale Foreclosure begins Notary appointed Sale type decision Private sale Auction NHG to decide on any remaining claims2
Unsuccessful Successful Yes No
NHG decision Borrower is able to pay Loan restructuring Start sales process Third party guarantor NHG Non-NHG
Repossession & sale process
1This is the average total time from the first missed payment until the actual foreclosure data 2 Lender is responsible for the first 10% loss
56 56 Thank you!