• Planned partnership to include:
• Transitioning specified Allianz Global Investors (Allianz GI) U.S. investment teams and assets under management to Voya Investment Management (Voya IM), increasing Voya IM’s AUM to approximately $370 billion on a pro forma basis.
• Establishing a long-term strategic-distribution partnership whereby AllianzGI will distribute Voya IM investment strategies outside the U.S.
• Providing AllianzGI with an up to 24% stake in Voya IM.

Voya Financial, Inc. (NYSE: VOYA) (“Voya”), announced today that it has entered into a memorandum of understanding (“MOU”) relating to AllianzGI’s transfer of selected investment teams and assets comprising the substantial majority of its U.S. business (“AGI U.S.”) to Voya IM, Voya’s asset management business. The planned strategic partnership is being disclosed in anticipation of a definitive purchase agreement being finalized in the coming weeks, consistent with the timetable announced today for AllianzGI’s plans to divest AGI U.S.

Under the proposed transaction, Voya IM will acquire AGI U.S.’s highly complementary and internationally established equity and fixed income investment teams, select client service and sales professionals, and approximately $120 billion of assets under management (AUM), which consist of income and growth, fundamental equity, and private placement assets. On a pro forma basis and based on AUM as of March 31, 2022, Voya IM’s AUM would increase to approximately $370 billion.

The terms of the MOU include a long-term strategic-distribution partnership whereby AllianzGI would distribute Voya IM’s investment strategies outside the U.S. This arrangement will allow Voya IM to benefit from AllianzGI’s diverse, global reach, and enable Voya IM to offer its attractive U.S. asset-based investment strategies to an even larger client base.

As consideration for the acquisition, AllianzGI would receive an up to 24% stake in Voya IM. The planned acquisition will require no external financing or use of Voya’s excess capital.

“We believe this to be a unique opportunity to acquire highly complementary investment management teams and assets, at scale, while preserving our strong excess capital position for additional value-creation actions, such as continued share repurchases and dividends along with further investments in our businesses,” said Rodney O. Martin, Jr., chairman and chief executive officer, Voya Financial, Inc. “We will also continue to execute on the organic growth plans that we shared at our Investor Day in November 2021 so that we can build upon our already strong commercial momentum.”

“We are very excited about this potential transaction and all of the benefits that it would enable Voya IM to bring to our clients, our distribution partners, and our talented investment professionals and employees,” said Christine Hurtsellers, chief executive officer, Voya IM. “We have long identified increased scale and broader international distribution as attractive growth priorities, and this transaction would help us achieve those objectives while complementing our continued focus on private strategies and alternative investments, particularly given the strong global demand for these strategies that we are seeing from institutional investors and advisors.”

Voya IM’s management and leadership team, including Hurtsellers and Voya IM’s chief investment officers, would continue in their roles leading Voya IM, including the newly incorporated investment teams that would join from AGI U.S. This will ensure continuity of Voya IM’s investment approach and strategy, which includes leveraging Voya’s award-winning, ethical culture, as well as the firm’s investments in data, analytics and technology to meet the increasing needs of its clients.

Although the transaction will be structured as an acquisition only of selected investment teams and assets from AGI U.S., the terms of the proposed transaction will provide robust protection for Voya Financial against any and all legal or regulatory liabilities related to AGI’s other business activities, including all activities in the United States prior to the closing of the contemplated transaction.

Further details of the transaction will be announced upon execution of definitive agreements. Voya and Allianz are working expeditiously to finalize the terms of the transaction and are targeting execution of a definitive asset purchase agreement and distribution agreement within the next several weeks.

Goldman Sachs & Co. LLC is serving as financial advisor, and Cleary Gottlieb Steen & Hamilton LLP is serving as legal counsel to Voya in connection with this transaction.

The execution and ultimate completion of a definitive transaction cannot be assured, and is subject to conditions, including regulatory reviews and approvals.

About Voya Financial^®

Voya Financial, Inc. (NYSE: VOYA), is a leading health, wealth and investment company that provides products, solutions and technologies that help Americans become well planned, well invested and well protected. Serving the needs of 14.3 million individual, workplace and institutional clients, Voya is a Fortune 500 company that had $4.2 billion in revenue in 2021 and $707 billion in total assets under management and administration as of March 31, 2022. Certified as a “Great Place to Work” by the Great Place to Work^® Institute, Voya is purpose-driven and is equally committed to conducting business in a way that is socially, environmentally, economically and ethically responsible. Voya has earned recognition as: one of the World’s Most Ethical Companies^® by the Ethisphere Institute; a member of the Bloomberg Gender-Equality Index; and a “Best Place to Work for Disability Inclusion” on the Disability Equality Index. For more information, visit voya.com. Follow Voya Financial on Facebook, LinkedIn and Twitter @Voya.

Forward-Looking and Other Cautionary Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The company does not assume any obligation to revise or update these statements to reflect new information, subsequent events or changes in strategy. Forward-looking statements include statements relating to future developments in our business or expectations for our future financial performance and any statement not involving a historical fact. Forward-looking statements use words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” and other words and terms of similar meaning in connection with a discussion of future operating or financial performance. Actual results, performance or events may differ materially from those projected in any forward-looking statement due to, among other things, (i) general economic conditions, particularly economic conditions in our core markets, (ii) performance of financial markets, (iii) the frequency and severity of insured loss events, (iv) the effects of natural or man-made disasters, including pandemic events and specifically the current COVID-19 pandemic event, (v) mortality and morbidity levels, (vi) persistency and lapse levels, (vii) interest rates, (viii) currency exchange rates, (ix) general competitive factors, (x) changes in laws and regulations, such as those relating to Federal taxation, state insurance regulations and NAIC regulations and guidelines, (xi) changes in the policies of governments and/or regulatory authorities, (xii) our ability to successfully manage the separation of our individual life business on the expected timeline and economic terms, and (xiii) as to the proposed transaction described above, whether the parties successfully conclude the transaction including their ability to reach agreement on definitive documentation and receive favorable regulatory reviews and approvals. Factors that may cause actual results to differ from those in any forward-looking statement also include those described under “Risk Factors” and “Management’s Discussion and Analysis of Results of Operations and Financial Condition (“MD&A”) – Trends and Uncertainties” in our Annual Report on Form 10-K for the year ended Dec. 31, 2021, which the Company filed with the SEC on Feb. 22, 2022, and in our Quarterly Report on Form 10-Q for the three months ended March 31, 2022, which the Company filed with the SEC on May 5, 2022.

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