Exhibit 2.1

Share Purchase and Transfer Agreement

- Project Blue -

14 January 2015

between

DELTA LLOYD N.V.

and

Blitz 14-164 GmbH

and

ATHENE HOLDING LTD. (Bermuda)

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Share Purchase and Transfer Agreement

between

and

and

Preamble

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Defined terms have the meaning as ascribed or referenced to them in Schedule 1.

The sale and transfer of the Shares shall include all rights and obligations attached to the Shares, including the rights to any profits of the Company for the past and the current business year and the rights to any undistributed or unallocated profits of the Company attributed to any previous business year.

The Purchaser hereby accepts the sale provided for in Clause 2.1 (Shares).

Subject to the terms and conditions set forth in this Agreement, the Vendor hereby sells (verkauft) the Vendor Loan Agreements to the Purchaser with all rights and obligations of the Vendor under the Vendor Loan Agreements with economic effect as of the Closing Date. The Purchaser hereby accepts the sale.

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According to section 3 para. (2) of the articles of association (Satzung) of the Company the transfer of the Shares is subject to the consent of the Company represented by the management board (Vorstand) based on a corresponding resolution of the supervisory board (Aufsichtsrat). A copy of the resolution of the supervisory board (Aufsichtsrat) with its consent and a copy of the consent of the Company (represented by the management board (Vorstand)) are attached hereto as Schedule 3.1.

The Company represented by its management board (Vorstand) has granted its prior consent to the sale and assignment of the Vendor Loan Agreements. A copy of the resolution of the management board (Vorstand) is attached hereto as Schedule 3.2.

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All actions taken under this Clause 4.1.2 (the “Closing Actions”) shall be taken simultaneously and reciprocally (Zug-um-Zug).

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At Closing, the Purchaser will pay to the Vendor

EUR 66,450,000.00

(in words: Euro sixty six million four hundred and fifty thousand) (the “Purchase Price”)

thereof:

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unless the rights or claims of the Purchaser have been acknowledged in writing by the Vendor or have been confirmed by final decision of a competent court (Gericht) or unless the Vendor has acknowledged in writing that a Leakage other than a Permitted Leakage has occurred after the date of this Agreement; Clause 5.2.3 applies accordingly for any overpayment in case leakage is not accepted as a reduction of purchase price but later confirmed in arbitration.

The Vendor:

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In the event of the incorrectness of the warranty pursuant to Clause 6.1.1 or a breach by the Vendor of the undertaking pursuant to Clause 6.1.2, the Vendor shall remedy or procure remediation of the respective Leakage as required in respect of the nature of such Leakage, i.e., by way of

The Vendor and the Purchaser shall only be obliged to effect the Closing if the following conditions set out in Clause 7.1 and Clause 7.2 have been fulfilled or waived.

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The merger control clearance under the applicable European merger control rules, or under the applicable merger control rules of any European Union Member State, are obtained or are deemed to be obtained, e.g. because of the lapse of waiting periods or because jurisdiction has been declined.

The German Federal Financial Supervisory Authority (Bundesanstalt für Finanzdienstleistungsaufsicht – “BaFin”) has not objected to the acquisition of the Shares by the Purchaser – qualifying as an acquisition of a significant holding (bedeutende Beteiligung) in the insurance companies of the Target Group – in the time period within which BaFin may prohibit the transactions contemplated by this Agreement according to applicable law, in particular section 104 of the German Insurance Supervisory Act (Versicherungsaufsichtsgesetz – “VAG”).

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Notwithstanding of Clause 7.3, if and to the extent the competent authorities grant clearance for the transactions contemplated in this Agreement only with obligations or conditions (Auflagen oder Bedingungen) or similar qualifications, commitments (Zusagen) or other agreements, the respective Closing Conditions shall not be deemed fulfilled unless the Vendor and the Purchaser expressly agree to comply with the conditions and/or obligations.

Each of the Vendor and Purchaser shall have the right to withdraw from this Agreement, if any of the Closing Conditions set out in Clause 7.1 (Merger Contra!) and Clause 7.2 (No objection by BaFin) has not been fulfilled prior to 9 months after the date of this Agreement (the “Cancellation Date”) or if the Purchase Price (plus any interest as set forth in Clause 5.2.3, if any) is not duly paid on the Closing Date subject to the following terms:

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Purchaser may withdraw (zurücktreten) from this Agreement,

Vendor may withdraw (zurücktreten) from this Agreement,

The withdrawal by the withdrawing Party becomes effective when the other Party receives a notice of withdrawal (Rücktrittserklärung).

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If the Vendor and/or the Purchaser withdraws from this Agreement, such withdrawal shall be – as a general rule – without any liability of either Party (or any shareholder, director, officer, employee, agent, consultant, adviser or representative of the Parties). However, the limitation of liability set out in the preceding sentence shall not apply and the Parties shall be liable for

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The Vendor shall use its influence as shareholder of the Company that between the date of this Agreement and the Closing the respective Target Company implements the measures below:

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Any Price Notification has to be made in the English language within one hour after receipt of the price obtained by e-mail to Euro-sovs@athene.com with a copy to legal@athene.com and peter_paul_boon@deltalloyd.nl and to contain the following information: (i) bid prices, (ii) spread to relevant benchmark, if applicable, (iii) bid size and (iv) counterparty. Any Bid Quotation has to be made in the English language by e-mail to christof.goeldi@deltalloyd.de, heinz-juergen.roppertz@deltalloyd.de, herbert.leidl@deltalloyd.de and sven. wolters@deltalloyd.de with a copy to peter_paul_boon@deltalloyd.nl within two hours after receipt of the related Price Notification. The Bondholders and the Guarantor can – with the consent of the Vendor- agree jointly on an alternative procedure in the form as set forth in Clause 19.1.2, whereas the e-mails to the Guarantor shall be sent to the mail addresses set forth in the first sentence of this paragraph.

Nothing in Clause 9 shall operate so as to restrict or prevent Target Group:

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The Vendor covenants that the shareholders agreement mentioned in Preamble(B)(5) for DLREF Management will be properly executed latest as of Closing in the form as set forth in Schedule (B)(5) by all parties thereto.

The Vendor hereby represents and warrants to the Purchaser by way of an independent guarantee (selbstständiges Schuldversprechen) that the statements set forth in this Clause 10 (Vendor’s Representation) (together the “Vendor’s Representations”) are correct on the date of this Agreement, and to the extent as stated in this Agreement, as of Closing (except for Clause 10.6.1) which is correct as of the legally required date as further set forth in that Clause) subject to the following provisions:

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As of the date of this Agreement and as of Closing Date:

The Vendor has the corporate power to validly execute and perform this Agreement and the transactions contemplated therein. No third party consents or authorizations, other than those expressly set forth in this Agreement, are necessary in connection with the execution and consummation of this Agreement.

This Agreement constitutes valid and binding obligations of the Vendor enforceable subject to the applicable laws and terms and conditions of this Agreement; subject, however, to merger clearance and BaFin- clearance, and entering into this Agreement does not conflict with the governing documents or existing agreements of the Vendor.

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The Vendor is not insolvent or subject to any insolvency proceedings. To the Vendor’s Best Knowledge no circumstances exist that would require or justify the opening of such proceedings in respect of the assets of the Vendor.

The execution of this Agreement by the Vendor does not violate any law or judgment binding on the Vendor which would hinder the Agreement or the transactions contemplated therein to become effective; subject, however, to merger clearance and BaFin-clearance.

No administrative proceedings are pending against or affecting the Vendor which hinder the effectiveness of the Agreement and no circumstances exist that could give rise to any of such administrative proceedings.

Except for

as of the date of this Agreement and as of Closing Date the Company does not and the Subsidiaries do not hold shares or participations in other companies with an entrepreneurial business objective; it being understood that participations held for the purpose of investing assets (Vermögensanlage) (whether as part of the tied assets (gebundenes Vermögen) according to section 54 VAG or the untied assets) of the Target Group (in particular Delta Lloyd Real Estate Fund FCP Luxembourg) and/or in which the Target Group holds only a minority participation shall not qualify as entrepreneurial participations.

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As of the date of this Agreement and as of Closing Date the Company and the Subsidiaries are not over-indebted (überschuldet) or unable to pay their debts (zahlungsunfähig) within the meaning of the German Insolvency Code (lnsolvenzordnung – “InsO”) or subject to any insolvency proceeding; no circumstances exist that would require or justify the opening of such proceedings in respect of the assets of the Company or a Subsidiary.

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As of the date of this Agreement and as of Closing Date:

The financial statement (Geprüfter konsolidierter Jahresbericht) of Delta Lloyd Real Estate Fund, FCP as of December, 31, 2013 has been prepared with the diligence of a prudent business man (Sorgfalt eines ordentlichen Kaufmanns) in accordance with the applicable provisions of Luxembourg law including complying with the principle of accounting and valuation consistency (Bilanzierungs- und Bewertungskontinuität).

Other than disclosed in Schedule 10.4.4, the real estate held through Delta Lloyd Real Estate Fund, FCP has to the Vendor’s Best Knowledge during the period from the Effective Date until the date of this Agreement not suffered any extraordinary negative events (excluding, however, any negative developments triggered by the general development of the respective real estate markets and excluding events to the extent sufficiently covered through insurances or other protection) which would result in an impairment of the affected individual real estate still held at the date of this Agreement by the lesser of EUR 5,000,000 or more than 10% compared to its value reflected in the financial statement referred to in Clause 10.4.3

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The statements in the Preamble under (D) regarding the Vendor Loan Agreements are correct ( subject to the accruals of interests, as of the date of this Agreement and as of Closing Date). As of the date of this Agreement and as of Closing Date the claims of the Vendor under the Vendor Loan Agreements are valid in existence ( Verität) and free from any encumbrances or other rights of Third Parties, except for the fact that the loans under the Vendor Loan Agreement I can only be repaid with BaFin approval. The Vendor does not assume any liability concerning the ability of the Company to repay any loans or pay any interest under the Vendor Loan Agreements.

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As of the date of this Agreement and as of Closing Date:

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To the Vendor’s Best Knowledge (such Best Knowledge understood to include reasonable enquiry of Mr Augustini and Mr Leidl) and except as disclosed in Schedule 10.7.4, there is no contamination or harmful alteration of the soil, soil gas, groundwater, surface water, buildings or other manmade structures, soil biota (the “Environment”), either on, in or under the Owned Real Properties or Leased Real Properties or, subject to actual knowledge of the Vendor, properties formerly owned or occupied by the Target Group or any Target Company within the last 5 (five) years prior to signing of this Agreement.

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As of the date of this Agreement:

Other than disclosed in Schedule 10.8.4, no Information Technology System has suffered any breakdown, loss of data or failure since January 1, 2013 which has caused material disruption to the business or damage to the business of a Target Company; a breakdown being understood as a Information Technology System or any material part thereof has stopped functioning properly with the result that the relevant Information Technology System has during normal working hours ceased to provide services for more than four hours.

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As of the date of this Agreement licenses of the Standard Software are, and have been throughout the last two years, provided under written contracts with the relevant Target Company. In relation to each such contract:

As of the date of this Agreement and as of Closing there are no IT contracts between the Vendor Group and the Target Group and no hardware, software, IT services and/or Information Technology Systems are jointly used by the Vendor Group and the Target Group, excluding only software used by Target Group for the IFRS accounting of Vendor Group.

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Other than disclosed in Schedule 10.10.1 as of the date of this Agreement and as of Closing Date there are no IP Rights owned by or licenced to the Vendor or any company of the Vendor Group that have been used by any of the Target Companies.

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To the Vendor’s Best Knowledge,

As of the date of this Agreement and as of Closing Date no IP Rights other than (i) the Owned IP Rights, (ii) the Licensed IP Rights and (iii) rights regarding the usage of the brand name “Delta Lloyd” or trademarks including the words “Delta” and/or “Lloyd” and/or “DL”/“DLD” and internet domains that in the future may only be used according to Clause 15.4 (Use of Trade marks and Names) are necessary for the Target Group in order to carry on their businesses in the same manner as currently conducted.

Schedule 10.11.1 contains a correct and complete list of a111oan agreements and other borrowings in an outstanding amount exceeding EUR 100,000 entered into by the Target Group as borrower (Darlehensnehmer) as of the date of this Agreement (together the “Borrowings”) setting out for each Borrowing the parties to the relevant agreement (name and address), date of agreement and principal amount, interest rate, term and outstandings (principal amount and interest accrued). The Target Companies are in compliance with all such Borrowings in accordance with their terms and there are no circumstances whereby the continuation of any Borrowings might be prejudiced or affected as a result of a transaction effected by this Agreement.

Except for banking deposits of the Target Group or loans granted or acquired for investment purposes in accordance with section 54 VAG and the AnlV, Schedule 10.11.2 contains a correct and complete list of all loan agreements with a Third Party in an outstanding amount exceeding EUR 100,000 entered into by any Target Company as lender (Darlehensgeber) as of this Agreement (together the “Loan Agreements”) setting out for each Loan Agreement the parties (name and address), date of agreement and principal amount, interest rate, term and outstandings (principal amount and interest accrued). The Target Companies and to the Vendor’s Best Knowledge the applicable borrowers are in compliance with all such Loan Agreements in accordance with their terms and there are no circumstances whereby the continuation of any Loan Agreements might be prejudiced or affected as a result of a transaction effected by this Agreement. The claims of any Target Company under the Loan Agreements are valid in existence (Verität) and free from any encumbrances or other rights of Third Parties.

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in each case as amended from time to time and entered into by or for the benefit of a Target Company (collectively “Material Contracts”).

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(Kündigung), withdrawal (Rücktritt), avoidance (Anfechtung), repudiation (Leistungsverweigerung) or similar legal reasons which may affect the conduct of any Material Contract.

There is, as of the date of this Agreement and as of Closing Date, no contract in place with any Target Company which would materially restrict the freedom of any Target Company acquiring run-off life insurance portfolios within Germany (other than any requirements relating to authorisations or licensing).

The companies of the Target Group are not party to any active distribution contracts with regard to the distribution of insurance products from Third Parties.

Except for agreements regarding the distribution of investment funds via unit linked life insurance products, the companies of the Target Group are not party to any active distribution contracts with regard to the distribution of investment funds.

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Schedule 10.12.5 contains a correct and complete list of (i) all outsourcing agreements (Funktionsausgliederungsverträge) within the meaning of section 5 para. (3) no. 4 VAG and (ii) all other agreements with Third Parties as service providers involving an annual consideration of more than EUR 25,000.

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Schedule 10.13.3 contains a complete and correct list of all past and current pension schemes still in force (i.e. such under which claims to pensions still exist against any Target Company, including individual pension promises or commitments) by which the companies of the Target Group are bound with respect to any current or past employees or members of the management board (Vorstand) and managing directors (Geschäftsführer) as well as most recent actuarial reports on pension liabilities (versicherungsmathematische Gutachten) under IFRS and German GAAP. The data on which these actuarial reports are based are complete and correct. All contributions to the statutory insolvency protection (Pensions-Sicherungs-Verein) were duly made and – where applicable – all pension payments have been duly administered and made.

Except as disclosed in Schedule 10.13.4, the companies of the Target Group are not involved in any disputes, legal or administrative proceedings before any court, arbitrator, conciliatory board (Einigungsstelle) or governmental authority nor are there any investigations for criminal, administrative or personal liability pending with respect to any current or past employees or members of the management board (Vorstand) and managing directors (Geschäftsführer), employee representation or union dealings, nor are there any legal or administrative proceedings threatened against any company of the Target Group, nor do, to the Vendor’s Best Knowledge, any factual circumstances exist that may give rise to reasonable expectations that such litigation will result out of these.

Except for the agreements referred to in Clause 15, as of the date of this Agreement and as of Closing Date, Schedule 10.14 contains a correct and complete list of all agreements, arrangements and legal relations between the Target Group on the one hand and companies of the Vendor Group on the other hand (“Intercompany Agreements”) indicating (i) which continue to be in force after the Closing Date, and (ii) which shall be terminated as of the Closing Date, setting out the parties to such agreement (name and address), date, nature of agreement, term and compensation.

Copies of all communication in writing of the last three years prior to the date of this Agreement between BaFin and the Target Companies which have relevance for the evaluation of the regulatory treatment of the Target Companies by BaFin have been disclosed to the Purchaser.

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As of the date of this Agreement and as of Closing Date, the insurance license of DLP within the meaning of section 5 VAG, dated November 19, 2003, as attached hereto as Schedule 10.15.2, is in full force and effect (bestandskrä.ftig), and has not been challenged (angefochten). DLL and HLV are listed with BaFin as licensed insurance companies, however, no written insurance license has been issued by BaFin or its legal predecessor (i.e. Bundesaufsichtsamt für das Versicherungswesen – BAV) (the insurance licenses of DPL, HLV and DLL hereinafter “Insurance Licenses”). Each of the Target Companies have all licenses required to operate their businesses in accordance with applicable laws.

As of the date of this Agreement and as of Closing Date, no proceedings regarding a revocation (Widerruf) of an Insurance License according to section 87 VAG have been initiated or threatened in writing by BaFin. No circumstances exist that justify a revocation (Widerruf) of an Insurance License.

A breach of Clause 10.15.2 (Licenses) shall only be deemed to exist, if (i) a Statement made hereunder is incorrect and (ii) due to facts constituting the breach of such guarantee-statement an Insurance License is revoked or restricted by BaFin in any respect barring DLL, HL V or DLP, respectively, to carry on their business in essentially the same manner as currently conducted.

Other than disclosed in Schedule10.15.5, during the three (3) years prior to the date of this Agreement, no Target Company nor any of its directors has been investigated or audited by BaFin (in the case of any director, in connection with any act or omission in the course of his directorship), resulting in BaFin imposing any fines and/or penalties or exercising any other form of disciplinary measure under the VAG.

As of the date of this Agreement and as of Closing Date, other than disclosed in Schedule 10.15.6 no capital support or capital commitment has been offered to BaFin supporting the capital and/or financial solvency of any Target Company for periods starting January 1, 2008 which has not been consummated by December 31, 2013.

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As of the date of this Agreement and as of Closing Date, other than disclosed in Schedule 10.15.7 the Target Companies are and have for the previous three (3) years prior to this Agreement in all material aspects been in compliance with all insurance laws applicable to the insurance business of any of the Target Companies and circulars (Rundschreiben), administrative acts (Verwaltungsakte) and other guidance from BaFin.

As of the date of this Agreement and as of Closing Date, the Solvency II preparations of the Target Companies are undertaken by the Target Companies and/or external advisors on a stand-alone-basis. Except as set forth in Schedule 10.15.8 none of the Target Companies has in the past received and will until Closing Date need specific support for the due implementation of Solvency II by the Vendor Group. Up until Closing Date Vendor will continue to provide the services specified in Schedule 10.15.8. to the Target Companies.

As of the date of this Agreement and as of Closing Date:

Except as otherwise provided for in Schedule 10.17:

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The companies of the Target Group and Delta Lloyd Real Estate Fund, FCP and the executives and other managing employees in relation to the business of the Target Group have not during the past three (3) years prior to the day of signing this Agreement or the expiry of the relevant statue of limitation, whichever is later,

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To the Vendor’s actual knowledge (tatsächliche Kenntnis), which shall not require any enquiries to be made by Vendor, none of the companies of the Target Group, their supervisory board members, directors or employees (i) is a person whose property or interest in property is blocked or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001 Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism (66 Fed. Reg. 49079 (2001)), (ii) knowingly engages in any dealings or transactions in relation to the business of the Target Group prohibited by Section 2 of such executive order, or is otherwise associated with any such person in any manner which violates Section 2, or (iii) is a person on the list of Specially Designated Nationals and Blocked Persons or targeted by any other U.S. Department of Treasury’s Office of Foreign Assets Control regulation or executive order.

Schedule 10.19 contains a correct and complete list of all material insurance policies providing insurance cover for the assets, business and/or operations of the Target Group (together the “Insurance Policies”). The insurance agreements are in full force and effect, have not been terminated or threatened to be terminated. No circumstances exist which could question the existence of the insurance cover, in particular because a Target Company is in arrears with the payment of insurance

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premiums or has failed to comply with any obligations under the policies. With the exception of the cases listed in Schedule 10.19 Part B no insured damages, in case of insurances relating to Owned Real Estate no insured damages exceeding EUR 10,000 per case or EUR 50,000 in the aggregate, have occurred or have been notified to the Target Companies since the Effective Date.

As of the date of this Agreement and as of Closing Date, (i) the Target Companies and Delta Lloyd Real Estate Fund, PCP have in place the internal compliance regulation (Compliance Richtlinie) which has been implemented into and applied in the day to day business, to prevent inter alia bribery by their employees in accordance with any applicable statutory or other guidance and generally accepted industry standards and (ii) to the Vendor’s Best knowledge there are no circumstances which would result in a breach of the internal compliance regulation referred to above in (i).

Since the Effective Date, the businesses of the Target Companies were operated in the normal and ordinary course of business. Since the Effective Date no extraordinary actions or decisions were taken or failed to be taken (including (i) events or actions mentioned in Clause 9.1.1 which, as a single event or in connection with other events, have materially adversely affected the financial situation of the Target Companies except as disclosed in Schedule 10.22.

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The Vendor does not make any Statement and does not give any guarantee, representation, indemnification or warranty other than the Vendor’s Representations and the indemnification pursuant to Clause 14 (the “Vendor’s indemnifications”), in particular with respect to risks resulting from or in connection with the Company and/or companies of the Target Group, the Shares and the shares in companies of the Target Group, the Vendor Loan Agreements and/or the condition, assets or business of the Company and/or the companies of the Target Group. All risks – other than those explicitly covered under the Vendor’s Representations and the Vendor’s Indemnifications or explicitly elsewhere in the Agreement – associated directly or indirectly with the Company and/or companies of the Target Group, the Shares, the Vendor Loan Agreements and/or the shares in companies of the Target Group and/or the condition, assets or business of the Company and/or companies of the Target Group shall after the Closing Date be exclusively borne by the Purchaser in relation to the Vendor and its Affiliates.

In the event of any Vendor’s Representation according to Clause 10 being incorrect or breached in whole or in part (a “Vendor’s Breach”), the following provisions shall apply.

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The Purchaser shall without undue delay (unverzüglich) notify the Vendor of any claim asserted against or requests made towards the Purchaser, the Company or the Subsidiaries by any third party, court, arbitrator or governmental authority or of any investigation by any court, arbitrator or governmental authority which, in each case, would reasonably be expected to give rise to a Vendor’s Breach (“Third Party Claim”).

In the event of a Third Party Claim the Purchaser shall not, and shall procure that the Target Companies do not, admit any liability or acknowledge, settle or dispose over any Third Party Claim without

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(i) Purchaser shall be kept informed of all circumstances of the defence,

(ii) Vendor shall consult with Purchaser at any time upon Purchaser’s request, and

(iii) Purchaser may hold Vendor liable, if Vendor does not conduct the defence diligently and not in line with Purchaser’s advice and causing (additional) damages thereby.

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The costs and expenses incurred by the respective Party for defending against the Third Party Claim or the Regulatory Third Party Claim shall be borne

The ratio of the cost-allocation of a proceeding with the third party shall also be binding between Vendor and Purchaser.

Without prejudice (unbeschadet) to any other exclusions or limitations set forth in this Agreement, the Vendor shall not be liable and the Purchaser shall not have any claims against the Vendor under or in connection with the Vendor’s Representations, if and to the extent (i.e. provided that such exemption shall only relieve the Vendor of its liability to the extent that the occurrence of any of the conditions below would have reduced the respective Loss) that one of the following exemptions applies:

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Clause 12.1 h) and i) shall not apply to claims arising due to a breach of any Fundamental Representation set forth in Clause 10.

If any of the Vendor’s Representation set forth in Clause 10.17 is breached, the Vendor shall solely be liable for Losses in the form of non-Tax damages (nichtsteuerliche Schäden) (subject to the further limitations contained in this Agreement), and the Purchaser shall not be liable to claim any indemnity for Taxes based on a breach of such Vendor’s Representation, except for late payment or filing charges that may result from a breach of Clause 10.17 a) and are assessed for periods after the Effective date. Clause 14 shall remain unaffected.

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The Vendor shall only be liable for Vendor’s Representations if and to the extent (Freibetrag)

The aggregate liability of the Vendor under this Agreement shall not exceed 35% of the Purchase Price attributed to the Shares (“General Liability Cap”).

The caps set forth in Clause 12.3 (Monetary Limits) shall not apply to claims arising due to (i) a breach of the Vendor’s Representations set forth in Clause 10.3a) (Shares in Company and Subsidiaries) and Clause 10.17 (Tax) which shall be limited to 100% of the Purchase Price (i.e. EUR 66,450,000.00 (in words: sixty six million four hundred and fifty thousand Euro) (the “Title Liability Cap”), (ii) (A) a breach of the Vendor’s Representations set forth in the Fundamental Representations other than covered by the Title Liability Cap and (B) claims arising due to a breach of the Vendor’s Covenants other than set forth in Clause 9.1.1 which shall be limited to 50% of the Purchase Price (i.e. EUR 33,225,000.00 (in words: thirty three million two hundred and twenty five thousand Euro) (the “Fundamental Liability and Covenant Cap”; and together with the General Liability Cap and the Title Liability Cap the “Liability Caps”) and (iii) the obligation set forth in Clause 14.6.2 lit. a, which shall be unlimited. However, in case of the Vendor’s liability mentioned in Clause 12.3.2 and mentioned under this Clause 12.3.3 (i) and (ii), the damages shall fill-up the General Liability Cap under Clause 12.3.2 and/or the Title Liability Cap and the Fundamental Liability and Covenant Cap set out under this Clause 12.3.3, so that the respective Liability Cap is reduced by an amount equal to the damages accrued under the other Liability Caps.

All claims of the Purchaser under or in connection with the Vendor’s Representations or the Vendor’s Covenants shall become time barred (verjähren) on June 30, 2017, regardless of when the claim came into existence and/or when the Purchaser became aware or should have become aware of the facts underlying the claim (ohne Rücksicht auf die Entstehung des Anspruchs und die Kenntnis oder grob fahrlässige Unkenntnis der den Anspruch begründenden Umstände), with the exception of all claims of the Purchaser

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Sections 203 and 209 BGB shall not apply.

The rights and remedies which the Purchaser may have against the Vendor based on a Vendor’s Breach of any of the Vendor’s Representations shall be limited to the rights and remedies explicitly set forth in this Agreement, and the rights and remedies provided for in this Agreement shall be the exclusive rights and remedies available to the Purchaser in relation to Breaches of the Vendor’s Representations. Thereby in particular

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Section 276 (3) BGB will prevail in relation to the limitations pursuant to Clauses 12.1, 12.3, 12.4 and 12.5.

The Purchaser and the Guarantor hereby represent and warrant to the Vendor by way of an independent guarantee (selbstständiges Schuldversprechen) that the statements set forth in this Clause 13 (together the “Purchaser’s Representations”) are correct and complete on the date of this Agreement up to the Closing Date. The Purchaser’s Representations are made only within the scope and subject to the qualifications, requirements, limitations, rights and remedies of Clause 12, which applies mutatis mutandis to the scope of the Purchaser’s Representations, to breaches of the Purchaser’s Representations and to the rights and claims of the Vendor due to such breaches.

The Purchaser is duly established and validly existing as a limited company (GmbH), incorporated under the laws of the Federal Republic of Germany, registered in the commercial register of the local court (Amtsgericht) of Munich under no. HRB 214744. The Guarantor is duly established and validly existing as a limited company under the laws of Bermuda.

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Both the Purchaser and the Guarantor have the power, authority and capacity to execute and perform this Agreement and the transactions contemplated herein. All legally necessary corporate action has been taken and all legally necessary consents have been obtained by the Purchaser and the Guarantor with regard to the execution and performance of this Agreement and the transactions contemplated herein other than the clearances by the merger control authorities and the BaFin referred to in Clauses 7.1 and 7.2 and other approvals expressly referred to in this Agreement.

This Agreement has been duly executed on behalf of the Purchaser and the Guarantor and constitutes legal, valid and binding obligations of the Purchaser and the Guarantor which are enforceable under German law in accordance with their terms.

No legal or administrative proceedings are pending or, to best knowledge of the Purchaser or the Guarantor, threatened against or affecting the Purchaser or the Guarantor before any court, arbitrator or governmental authority which could in any manner materially affect the execution or performance of this Agreement or the transactions contemplated herein. No circumstances exist that could give, from an objective point of view, rise to any of the foregoing.

The Guarantor has sufficient immediately available funds or binding, unconditional and irrevocable financing commitments and will finance the Purchaser to effect the payment of the Purchase Price in accordance with this Agreement.

Based on its due diligence review or otherwise, the Purchaser has no actual knowledge of any circumstances that could give rise to claims against the Vendor under or in connection with this Agreement.

Should the Company or any of the Subsidiaries assert any claims against the Vendor or any other company of the Vendor Group based on (a) sections 57, 62 AktG, (b) section 117 AktG, (c) sections 311 through 319 AktG or (d) sections 30, 31 German Limited Liability Company Act (GmbHG), the Purchaser shall indemnify the Vendor or, as the case may be, any other company of the Vendor Group from any such liability against the Company or any of its Subsidiaries and any reasonable cost associated with the defense against such claims.

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The following terms, as used in this Agreement, shall have the following meaning:

“Effective Date” means December 31, 2013.

“Indemnifiable Tax” means (i) any Tax imposed on any Target Company by any Taxing Authority and relating to any time period (Zeitraum) or portion thereof ending on or before the Effective Date, and (ii) any extraordinary Tax imposed on any Target Company by any Taxing Authority for the period after the Effective Date until the date of this Agreement because of (a) a reorganization involving such Target Company under the German Reorganization Tax Act (Umwandlungssteuergesetz) has been executed during this time period; or (b) any of the Target Companies has taken any measure, action or omission during such time period which results in the tax group for VAT purposes (umsatzsteuerliche Organschaft) with the Company as controlling entity (Organträger) and DLL, DLA, DLP and HLV as controlled entities (Organgesellschaflen) not being recognized for VAT purposes; or (c) any sale and/or transfer of real estate assets between the Target Companies during this time period; or (d) any waiver of debt between the Target Companies during this time period.

“Relevant Tax Matter” means any existing or future proposed audit, assessment, dispute or other circumstance, in each case relating to any matter which could give rise to (or increase) a Tax Indemnification Claim or a claim of Vendor under this Clause 14.

“Tax or Taxes” means any taxes within the meaning of section 3 of the German Fiscal Code (Abgabenordnung) and equivalent taxes under the laws of any other jurisdiction, customs duties and social security contributions irrespective of whether (i) owed as primary tax liability or secondary liability, (ii) assessed or withheld or (iii) payable by law or by contractual obligation, together in each case with any interest, penalty, fine or addition thereto.

“Tax Benefits” shall have the meaning as defined in Clause 14.2.1c).

“Tax Indemnification Claim” shall have the meaning as defined in Clause 14.2.1.

“Tax Refund” means any repayment of any Tax, received in cash, by way of set-off or otherwise.

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“Tax Return” means any return, declaration, report, claim for refund, notice, form or information, applications, notifications and registrations relating to any Tax, including any schedule or attachment thereto.

“Taxing Authority” means any competent governmental authority in charge of imposing any Tax.

“VAT” means any tax imposed in compliance with the Council Directive of 28 November 2006 on the common system of value added tax (EC Directive 2006/112)

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The Purchaser shall pay to the Vendor any Tax Refunds received by the Target Companies (i) for any time period (Zeitraum) or portions thereof ending on or before the Effective Date, except to the extent the respective claim for a Tax Refund is shown in the Financial Statements or to the extent such Tax Refund will result in a corresponding Tax liability as a reversal effect in the time period after the Effective Date, it being understood that only the net present value of the future Tax liability shall reduce the Tax Refund by applying the calculation method as set forth in Clause 14.2.1 c) accordingly, and (ii) for any time period or portions thereof after the Effective Date if the relevant Tax was previously indemnified under this Agreement. The Purchaser shall notify the Vendor in writing within ten (10) Business Days of any relevant decision by the Taxing Authority, and any amount payable to the Vendor pursuant to this Clause 14.3 shall be due and payable within twenty (20) Business Days after the Tax Refund has been received by the Target Company.

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The Vendor and the Purchaser shall reasonably cooperate to procure a smooth and expedient transition of the Target Group to the Purchaser.

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and regulations of any jurisdiction applicable to the Purchaser, its Affiliates or the Target Companies from time to time concerning or relating to bribery or corruption, including but not limited to the United States Foreign Corrupt Practices Act of 1977, as amended (“Anti-Corruption Laws”) or the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (“Patriot Act”). The Vendor agrees that the Purchaser shall have the opportunity to review the compliance of the Target Group with the Sanction Laws, Anti-Corruption Laws and the Patriot Act to the extent reasonably required in view of the run-off business of the Target Group and based on the understanding that (i) such review shall be done by an external law firm or other service provider bound by professional secrecy obligations against the respective Target Companies to the extent that personal data protected by Privacy Laws is involved in the review, (ii) the review shall not cause any material disturbances to the Target Group’s business and (iii) any costs (including internal costs) in relation to that exercise at the level of the Target Group shall be reimbursed by the Purchaser if no Closing occurs. Scope and details of such review shall be decided by the Steering Committee. To the extent that such review shows breaches of any Sanction Laws, Anti-Corruption Laws or the Patriot Act by any of the Target Companies, the Steering Committee shall determine in good faith any reasonable actions to be taken in order to terminate such breach prior to Closing and ensure compliance with Sanction Laws, Anti-Corruption Laws and the Patriot Act (including the implementation of adequate policies and procedures). Any flow of information on the Target Group shall be exclusively dealt with under Clause 15.2a).

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The Purchaser hereby waives any rights it may have to require the respective counterparty of the Vendor Group to proceed first against or claim payment from DLL with the effect that as between the respective counterparty of the Vendor Group and the Purchaser, the latter shall be liable as principal debtor as if it had entered into the Guaranteed Intercompany Agreements to fulfil any obligation under the Guaranteed Intercompany Agreements, jointly and severally with DLL.

The Company shall prior to Closing sell and transfer certain trademarks including the designations “Delta Lloyd” or “DL” to the Vendor according to the Trademark Sale and Transfer Agreement a draft of which is attached as Schedule 15.4.1.

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The Vendor shall procure that as of the Closing Date, all members of the supervisory board of the Company and/or Subsidiaries other than Employees’ representatives in the supervisory board of DLL shall tender in writing his/her resignation from all supervisory boards of the Target Group with immediate effect with letters essentially in the form as set out in Schedule 15.5.2a) (“Resigning Supervisory Board Members”).

The Purchaser shall procure that

To the extent that any of the Target Companies has jointly used any Information Technology Systems operated by any Affiliate of the Vendor Group (if any), the Vendor shall procure that the respective Target Companies shall continue to be entitled (but not be obliged) to use such Information Technology Systems for a transitional period of nine (9) months from the Closing Date against payment of the same fees as payable in the twelve (12) months period prior to the Closing Date (if any).

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Until the expiry of three years from the date of this Agreement,

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The Guarantor hereby guarantees, irrevocably and without limitation, to the Vendor that the Purchaser will fulfil all its monetary obligations (including the payment of damages) under this Agreement in full and on time, in particular the payment of the Purchase Price and the indemnifications with regard to disentanglement. The Guarantor hereby waives any rights it may have to require the Vendor to proceed first against or claim payment from the Purchaser with the effect that as between the Vendor and the Guarantor, the latter shall be liable as principal debtor as if it had entered into the undertaking to fulfil any monetary obligation under this Agreement, in particular the payment of the Purchase Price, jointly and severally with Purchaser. The Guarantor further undertakes and procures that the Purchaser fulfils all non-monetary obligations under this Agreement.

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The Parties shall keep confidential and shall not disclose to any third party the contents of this Agreement and any confidential information regarding the other Party ( other than own Affiliates and advisors) disclosed to it in connection with this Agreement or its performance (other than information which is in the public domain) without the prior written approval of the other Party which shall not be unreasonably withheld or delayed. Each Party may disclose such matters or information without such approval if required to do so by applicable law, court or governmental order or stock exchange regulation or to agencies and regulators.

If this Agreement is terminated without completion of the transfer of the Shares for whatever reason, the Purchaser shall return all documents and information (including information stored on electronic data carriers) received from the Vendor or on behalf of the Vendor which constitute or embody confidential information, together with any copies thereof and destroy all documents and information (including information stored on electronic data carriers) it has produced based on documents or information received from the Vendor.

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Regardless of whether the transactions contemplated by this Agreement are completed or not, each Party shall bear its own costs and expenses in connection with the preparation, negotiation, execution and performance of this Agreement and the transactions contemplated herein unless otherwise expressly set forth in this Agreement.

Except to the extent otherwise provided for in Clause 14.6.2, any taxes, stamp duties, fees (including real property transfer tax, notarial fees and merger and BaFin-fees), registration duties or other charges in connection with any regulatory requirements and other similar charges and costs payable in connection with the execution of this Agreement and the performance of the transactions contemplated herein shall be borne by Purchaser.

Schedule 21.1 sets forth a list of the schedules attached to this Agreement (the “Schedules”). All Schedules constitute an integral part of the Agreement. In case of a conflict between any Schedule and the provisions of this Agreement, the relevant provisions of this Agreement will prevail.

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Unless otherwise expressly set forth in this Agreement, any provision of this Agreement (including this Clause 21.2 (Amendments)) may be amended or waived only if such amendment or waiver is effected (i) by written instrument executed by all Parties and explicitly refers to this Agreement or (ii) by notarised deed, if required by law. This Clause can only be amended in written form.

(i) the term “Affiliate” shall have the meaning assigned to it in section 15 of the German Stock Corporation Act (verbundenes Unternehmen);

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(ii) the term “Vendor Group” shall mean the Vendor and its Affiliates, except for the Company and the Company’s direct and indirect subsidiaries within the meaning of sections 271,290 HGB (Tochterunternehmen);

(iii) the term “Third Party” shall mean any person other than companies of the Target Group or the Vendor Group and other than the Guarantor and any Affiliates of Guarantor;

(iv) the term “Business Day” means a day which is not a Saturday, a Sunday or a public holiday in Frankfurt am Main, Germany, Bermuda and the United States of America.

This Agreement may be executed in any number of counterparts. Exchange of counterparts duly executed by the respective party shall suffice and such exchange shall both allow a direct exchange between the Parties or an exchange between their respective legal advisors. Each executed copy shall be an original of one and the same agreement.

No failure to exercise or delay in exercising any right or remedy under this Agreement by any Party shall constitute a waiver. Any single or partial exercise of any right or remedy under this Agreement by any Party shall not prevent any further or other exercise thereof.

If not expressly provided otherwise in the Agreement by explicit statement that a provision shall be “for the benefit of a third party (Vertrag zugunsten Dritter)”, no provision contained in this Agreement shall be regarded as a contract for the benefit of a third party (Vertrag zugunsten Dritter). Wherever under this Agreement any party other than Purchaser or the Vendor is to be indemnified by the Vendor or the Purchaser, such other party, in particular the companies of the Target Group, shall not be entitled to bring any claims for Vendor’s Breaches against the Vendor (kein echter Vertrag zugunsten Dritter).

No Party is entitled to exercise any right to set-off or retention unless otherwise expressly set forth in this Agreement.

This Agreement shall be governed by and construed in accordance with the laws of Germany and excluding any conflict-of-law rules.

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All legal disputes arising out of or in connection with this Agreement including disputes about its validity shall be finally settled by an arbitration tribunal consisting of three arbitrators pursuant to the arbitration rules of the German Institution of Arbitration e.V. (Deutsche Institution für Schiedsgerichtsbarkeit, DIS) as applicable from time to time without recourse to the ordinary course of law. The language of arbitration shall be English. The place of arbitration shall be Frankfurt am Main.

Should any individual provision of this Agreement be or become wholly or partially invalid, or should there prove to be an omission herein, this shall not affect the validity of the remaining provisions. In the place of the invalid provision or in order to fill the gap, the Parties to this Agreement undertake to agree on an appropriate provision that, to the extent legally permissible, comes closest to what the Parties intended or would have intended in accordance with the purpose of this Agreement had they considered the matter at the outset.

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SCHEDULE 1 DEFINITIONS

This schedule sets forth a list of the capitalized terms used in this Agreement, indicating the clauses where such terms are defined. Terms defined in the singular have a comparable meaning when used in the plural, and vice versa.

List of Definitions:

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