Annual Report 2022
Additional information

1. Mergers and Acquisitions

On 31 March 2022, a.s.r. announced the acquisition of Sweco Capital Consultants, to be effective from 1 May 2022. With the acquisition, a.s.r.’s Real Estate Investment Manager strengthens is position in real estate and infrastructure investments. The acquisition will add to a.s.r.’s ambition to develop into a full-service real estate investment manager.

2. Capital Market transactions

As part of the funding for the Aegon transaction, on 22 November 2022 a.s.r. issued a 1 billion subordinated Tier 2 capital instrument (“Tier 2 Notes”). The Tier 2 Notes are priced at 430 basis points over the 11 year EUR mid-swap rate, with a fixed rate coupon of 7%. The Tier 2 Notes have a scheduled maturity date in 2043 and are first callable at a.s.r.’s discretion in 2033. As the issue is specifically earmarked to fund the Aegon transaction, the Tier 2 Notes are not included in the Solvency position.

On 27 October 2022, the date of the announcement of the Aegon transaction, a.s.r. issued 593.6 million capital by way of an accelerated bookbuild offering of 13,805,720 new ordinary shares in the Company with a nominal value of 0.16 per ordinary share. The new shares have been placed at a price of 43.00 per new share.

3. Share buyback programme

Following the additional capital distributions of 75 million per annum in 2020 and 2021, a.s.r. made a further capital distribution of 75 million in 2022 between 24 February 2022 and 24 May 2022. In total, 1.798.472 ordinary shares a.s.r. were repurchased at an average price of 41.70 per share. 

Upon announcement of the Aegon transaction, a.s.r. announced that the share buy back programme would be halted, in line with policy. a.s.r.’s capital management states that any additional capital distribution shall be considered in the light of opportunities for larger acquisitions and will be conditional upon our Solvency II ratio (based on the standard formula) to remain above 175% (lowered from 180%), as a.s.r. aims to maintain a robust balance sheet. Any additional distribution will be financed from the available OCC, taking into account the regular dividend, room for potential bolt-on acquisitions and re-risking.

4. Dividend

a.s.r. has proposed a total dividend per share of 2.70 over the full year 2022 (2021: 2.42 per share). Taking into account the interim dividend of 0.98 per share, the final dividend amounts to 1.72 per share. The final dividend amounts to 254.4 million based on the number of shares per 31 December 2022. Upon announcement of the Aegon transaction, a.s.r. communicated that the progressive dividend policy will be increased to mid to high single digit annual growth until 2025.

5. Deferred tax asset / liabilities

In accordance with the Delegated Regulation and the recommendations of DNB, netting on de balance sheet is only allowed with same tax authority and with same timing. Based on this netting principles, a.s.r. group contains a DTA and a DTL on the balance sheet. For tiering principles the split in DTA and DTL is not applicable.