History

Origin of Vereniging AEGON

Vereniging AEGON is an association under Dutch law. Until 1983, it was known as Vereniging AGO. It was established in 1978 as the legal successor to AGO Onderlinge Levensverzekering-maatschappij, which was demutualised as a result of the statutory restructuring of the AGO insurance group. Under the terms of the restructuring, Vereniging AGO became the sole shareholder in AGO Holding N.V. At the time of the merger between AGO and Ennia in 1983, the Vereniging transferred its holding of the entire share capital in AGO Holding N.V. to the listed company Ennia N.V. (whose name was changed to AEGON N.V.) in exchange for new AEGON N.V. common and preferred shares. Vereniging AGO was also renamed Vereniging AEGON. Under the terms of the 1983 Merger Agreement, the Vereniging acquired a substantial minority interest in the common shares as well as all of the preferred shares, thus acquiring a majority of the voting rights in AEGON N.V. Under the Agreement, in the event of a dilution of its voting rights, the Vereniging would also receive the right to acquire new preferred shares in order to maintain its majority position as desired by the parties involved in the merger; this is referred to as the option rights scheme.

Recapitalisation Agreement 2002

The Vereniging concluded a Recapitalisation Agreement with AEGON N.V. in September 2002. This agreement formed the basis for the Vereniging’s sale of 350,000,000 AEGON N.V. common shares at a net price of EUR 9.76 per share. The Vereniging used part of the proceeds to reduce its debt and agreed on a new credit facility with a consortium of banks for the remainder. The Vereniging pledged all of its AEGON N.V. common shares and the revenues from the AEGON N.V. preferred shares as security for this facility. The Vereniging paid the remaining portion of the proceeds (EUR 2,064,000,000) as a premium on its AEGON N.V. preferred shares so that their value was raised to that of the common shares.

As a result of these transactions, the Vereniging’s ownership interest in AEGON N.V.’s common shares decreased from approximately 37% to approximately 12% and its beneficial ownership interest in AEGON N.V.’s voting shares decreased to approximately 33%. Thus the voting rights of the Vereniging decreased from approximately 52% to approximately 33%.

The Recapitalisation Agreement included provisions for the continuation of the option rights scheme at this lower level of voting rights. The Vereniging also indicated that it was prepared, subject to the implementation of certain changes in corporate governance at AEGON N.V., to further reduce its voting rights in the near future to approximately 23.6%, a figure that corresponds to the capital paid in by the Vereniging.

Amendment of Articles of Association 2003

This reduction in the voting rights was formalised on May 26, 2003 amending the Vereniging's Articles of Association. The relationship with AEGON N.V. was changed as follows:

• The 440,000,000 preferred shares with a nominal value of EUR 0.12 held by the Vereniging were converted into 211,680,000 new class A preferred shares with a nominal value of EUR 0.25 and the paid-up capital on the preferred shares was increased by EUR 120,000 to EUR 52,920,000. The voting rights pertaining to the new preferred shares (the class A preferred shares as well as the class B preferred shares which may be issued to the Vereniging under the option agreement mentioned below) were adjusted accordingly to 25/12 vote per preferred share.
• The Vereniging and AEGON N.V. entered into a preferred shares voting rights agreement, pursuant to which the Vereniging has voluntarily waived its right to cast 25/12 vote per class A or class B preferred share. Instead, the Vereniging agreed to exercise only one vote per preferred share, except in the event of a special cause, such as the acquisition of a 15% interest in AEGON N.V., a tender offer for AEGON N.V. shares or a proposal for a business combination by any person or group of persons whether individually or as a group, other than in a transaction approved by the Executive Board and the Supervisory Board of AEGON N.V. If, at its sole discretion, the Vereniging determines that a special cause has occurred, the Vereniging will notify the General Meeting of Shareholders of AEGON N.V. and reserve its right to exercise the full voting power of 25/12 per preferred share for a maximum period of six months.
• The Vereniging and AEGON N.V. amended the option arrangements under the 1983 Merger Agreement. Under the amended option arrangements the Vereniging, in case of an issuance of shares by AEGON N.V., shall be entitled to claim such number of class B preferred shares as shall enable the Vereniging to prevent or correct dilution below its actual percentage of total voting rights. Class B preferred shares will then be issued at par value (EUR 0.25), unless a higher issue price is agreed on.

In the years 2003 to 2009 and in the year 2011, the Vereniging exercised its option rights to acquire class B preferred shares at par value to correct the dilution of voting rights caused by AEGON N.V.’s issuance of stock dividends and treasury share sales.

Amendment of Articles of Association 2005

On September 13, 2005 Vereniging AEGON amended Article 18 of its Articles of Association. The amendment limits AEGON N.V.'s influence on future amendments to the Articles of Association of Vereniging AEGON. In the event of an undesired change in control at the General Meeting of Shareholders of AEGON N.V., Vereniging AEGON may, under certain circumstances, amend its Articles of Association without AEGON N.V.'s cooperation.

Financing facility 2005

In April 2005 Vereniging AEGON entered into a new financing facility with a consortium of banks. This facility consisted of an equity repurchase and a back-up facility, together having an available amount of EUR 1,650,000,000. It replaces the September 2002 facility.

Financing facility 2010

On February 9, 2010 Vereniging AEGON arranged a new three year term and revolving facilities agreement with a consortium of banks that can be extended until 2014. Vereniging AEGON can draw under this facility up to an amount of EUR 1.250.000.000. This facility replaced the 2005 repo and back-up facility.

Development of secondary objective

In 2007, Vereniging AEGON started to focus on the development of potential secondary objectives for the long-term, within the framework its statutory objectives. The focus was on issues concerning the ageing of the population and ageing in a healthy way.
In 2008, the study of the Vereniging focused on possibilities for improvement of ageing in a vigorous and healthy way. On November 11, 2008, the study resulted in the founding by the Vereniging of the Leyden Academy on Vitality and Ageing (LAVA). LAVA, co-operates with Leiden University Medical Centre and is presided by R.G.J. Westendorp, professor at the Department of Gerontology and Geriatrics of Leiden University.
LAVA aims to contribute to vigorous and healthy ageing and wishes to concentrate on medical and socio-medical aspects of ageing of the population. LAVA tries to achieve its goals by offering part-time education for managers in the field of healthcare, by offering a fulltime international masters degree programme for talented young physicians, and by initiating and encouraging research and the conversion thereof for the medical and socio-medical practice (see LAVA’s website www.leydenacademy.nl).

The managing board of LAVA B.V. consists of Mr R.G.J. Westendorp (chairman) and Mrs M.A.E. van der Waal. The supervisory board consists of Messrs W.M. van den Goorbergh (chairman), P.J. Idenburg, Mrs M. de Visser and J.W.B. Westerburgen.
The Leyden Academy on Vitality and Ageing is the main activity of the private limited liability company of the same name, of which Vereniging AEGON is the sole shareholder. In 2008, Vereniging AEGON provided LAVA B.V. with EUR 1 million in paid-up share capital. In each of 2009 and 2010 Vereniging AEGON again contributed EUR 1 million to LAVA.
The Vereniging considers it important that, in addition to its primary objective and in the spirit of its roots as caretaker of mutual solidarity, it contributes to society in this manner.

Senior Loan State of the Netherlands

On December 1, 2008 the Vereniging entered into an agreement with the State of the Netherlands and AEGON N.V. in order to provide AEGON N.V. with EUR 3,000,000,000 in additional core capital. For this purpose, the State granted Vereniging AEGON a Senior Loan of EUR 3,000,000,000, which was used to acquire 750 million Convertible Core Capital Securities at a rate of EUR 4 each.

On December 1, 2009 EUR 1 billion was repaid to the State as partial repayment and Association AEGON returned 250 million of the 750 million convertible core capital securities to AEGON N.V.
On August 30, 2010 EUR 500 million was repaid to the State whilst 125 million convertible core capital securities were returned to AEGON N.V. Furthermore on March 15, 2011 EUR 750 million was repaid and on June 15, 2011 the remaining balance of EUR 750 million in each case with the simultaneous return to AEGON N.V. of the corresponding convertible core capital securities.  
Vereniging AEGON participates in this structure in accordance with its objects under its Articles of Association, which are to serve the interests of AEGON N.V. in a balanced way. With regard to this financing structure Vereniging AEGON was not exposed to any financial risk. All revenues and expenses of these financial instuments were borne by AEGON N.V.  

Development of shareholding in AEGON N.V.