Exhibit 8.2
Aegon N.V. Aegonplein 50 PO Box 85 2501 CB The Hague The Netherlands | Allen & Overy LLP Apollolaan 15 1077 AB Amsterdam The Netherlands
PO Box 75440 1070 AK Amsterdam The Netherlands
Tel+31 20 674 1000 Fax+31 20 674 1111 | |||
| Amsterdam, | 11 April 2018 | |||||||
| Our ref | 0042338-0000595 AMCO:9899600.1 | |||||||
Aegon N.V. - $800,000,000 5.500%Fixed-to-Floating Rate Subordinated Notes due 2048
Ladies and Gentlemen:
We have acted as legal counsel on matters of Netherlands tax law for Aegon N.V., a company incorporated under the laws of the Netherlands (theIssuer), in connection with the preparation of the Prospectus Supplement dated 4 April 2018 (theProspectus Supplement) filed with the Securities and Exchange Commission (theCommission) under the Securities Act of 1933, as amended (theSecurities Act), on 4 April 2018, of which the base prospectus dated 31 August 2017 (theProspectus) forms a part. The Prospectus Supplement and Prospectus have been filed with the Commission as part of the Issuer’s registration statement on FormF-3, as amended (file no.333- 220276), declared effective on 31 August 2017 (theRegistration Statement). The Registration Statement, Prospectus and Prospectus Supplement relate to the registration under the Securities Act of an aggregate principal amount of $800,000,000 5.500%Fixed-to-Floating Rate Subordinated Notes due 2048 (theSubordinated Notes).
As Netherlands tax counsel, we have advised the Issuer with respect to certain material Dutch tax consequences of the proposed issuance of the Subordinated Notes. This advice is summarized under the heading “Taxation in the Netherlands” (theDiscussion) in the Prospectus Supplement. We hereby confirm that the statements set forth in the Discussion represent our opinion as to the matters of law covered by them, subject to the qualifications stated therein.
We are aware that we are referred to in the Discussion and under the heading “Legal Matters” in the Prospectus Supplement. We hereby consent to the references to us in those sections and the filing of this letter as an exhibit to the Registration Statement without thereby implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
Allen & Overy LLP
Allen & Overy LLP is a limited liability partnership registered in England and Wales with registered number OC306763. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales. The term partner or compagnon is used to refer to a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications. A list of the members of Allen & Overy LLP and of thenon-members who are designated as partners is open to inspection at its registered office, One Bishops Square, London E1 6AD and at its Amsterdam office.
Allen & Overy LLP or an affiliated undertaking has an office in each of: Abu Dhabi, Amsterdam, Antwerp, Athens, Bangkok, Beijing, Belfast, Bratislava, Brussels, Bucharest (associated office), Budapest, Casablanca, Doha, Dubai, Düsseldorf, Frankfurt, Hamburg, Hong Kong, Jakarta (associated office), London, Luxembourg, Madrid, Mannheim, Milan, Moscow, Munich, New York, Paris, Perth, Prague, Riyadh (associated office), Rome, São Paulo, Shanghai, Singapore, Sydney, Tokyo, Warsaw and Washington, D.C.
