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The Annual Meeting of Shareholders of Aflac Incorporated (the “Company”) will be held on Monday,

May 1, 2017, at 10:00 a.m. at the Columbus Museum (in the Patrick Theatre), 1251 Wynnton Road,

Columbus, Georgia, for the following purposes, all of which are described in the accompanying

Proxy Statement:

How to Vote

It is important that you vote your shares. We encourage you to take advantage of the easy and

cost-effective Internet and telephone voting that the Company offers.

Internet:

Visit the website listed on

your proxy card. You will

need the control number

that appears on your proxy

card when you access the

web page.

Mail:

Complete and sign the

proxy card and return it

in the enclosed postage

pre-paid envelope.

Telephone:

If your shares are held in the name of a

broker, bank, or other nominee: Follow

the telephone voting instructions, if any,

provided on your proxy card. If your

shares are registered in your name:

Call 1-800-690-6903 and follow the

telephone voting instructions. You will

need the control number that appears

on your proxy.

In Person:

You may attend the Annual

Meeting and vote orally or

by ballot.

The accompanying proxy is solicited by the Board of Directors (the “Board”) of the Company. The

Proxy Statement and the Company’s 2016 Year in Review and Annual Report on Form 10-K for the

year ended December 31, 2016, are enclosed. The record date for determining which shareholders are

entitled to vote at the Annual Meeting is February 22, 2017. Only shareholders of record at the close of

business on that date will be entitled to vote at the Annual Meeting and any adjournment thereof.

Your vote is important! Even if you expect to attend the annual meeting, please vote in

advance so that we may be assured of a quorum to transact business. You may vote online

or by telephone, or, if you received a paper copy of this proxy statement, by signing, dating

and returning your proxy card. If you attend the annual meeting, you may revoke your proxy

and vote in person.

By order of the Board of Directors,

J. Matthew Loudermilk

Secretary

March 17, 2017

Columbus, Georgia

Notice of 2017 Annual Meeting of Shareholders

1.

to elect fourteen Directors of the Company

to serve until the next Annual Meeting and

until their successors are duly elected and

qualified;

2.

to consider a non-binding advisory

proposal on the Company’s executive

compensation (“say-on-pay”);

3.

to hold a non-binding advisory vote on the

frequency of future say-on-pay votes;

4.

to ratify the appointment of KPMG LLP as

the Company’s independent registered

public accounting firm for the year ending

December 31, 2017;

5.

to approve the adoption of the Aflac

Incorporated Long-Term Incentive Plan

(As Amended and Restated February 14,

2017) (“2017 LTIP”) with additional shares

authorized under the 2017 LTIP;

6.

to approve the adoption of the 2018

Management Incentive Plan (“2018 MIP”);

and

7.

to transact such other business as may

properly come before the meeting and at

any adjournments or postponements of the

meeting.

* Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on May 1, 2017. This Proxy Statement and

the Annual Report are available at

proxyvote.com

.

AFLAC INCORPORATED

2017 PROXY STATEMENT

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