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 demutualized as a result of a legal 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 renamed Vereniging Aegon. Under the terms of the 1983 Merger Agreement, Vereniging Aegon 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, Vereniging Aegon 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.
The period from 1983 to 1996
During this period, the Vereniging's shareholding amounted to 40% of the issued common shares in Aegon N.V. In combination with the shareholding in preferred shares, the Vereniging held approximately 54% of the total voting rights.The period from 1997 to 2001
In this period, Aegon N.V. substantially expanded its activities through the acquisition of Providian and Transamerica in the United States of America. In the spirit of its objectives Vereniging Aegon successfully supported these acquisitions.
At the end of 2001, as a result of these transactions, Vereniging Aegon's shareholding decreased to roughly 37% of the common shares and it had incurred a bank debt of approximately NLG 3.6 billion. The amount of the bank debt and the decrease in share price Aegon N.V. prompted the Vereniging to restructure its shareholding and reduce its bank debt.
During this period, the full voting rights remained roughly at 52% due to the acquisition of preferred shares.
Vereniging Aegon agreed a Recapitalization Agreement with Aegon N.V. in September 2002. This agreement formed the basis for Vereniging Aegon's sale of 350,000,000 Aegon N.V. common shares. 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. Vereniging Aegon paid the remaining of the proceeds (€2,064,000,000) as a premium on its Aegon N.V. preferred shares in order to have their value raised to that of the common shares.
Subsequently, in 2003, the capital structure of Aegon N.V. was adapted, in the context of which the existing preferred shares were converted into preferred shares A and a new class, preferred shares B, was created. Both classes of preferred shares had a nominal value of EUR 0.25 per share and voting rights of 25/12 votes per share. In the Preferred Shares Voting Rights Agreement the Vereniging had, in normal circumstances, relinquished its full voting rights on the preferred shares A and B and limited itself to one vote only per preferred share. In special circumstances, it could exercise the full voting rights on the preferred shares A and B. Vereniging Aegon acquired a call option on preferred shares B in case its shareholding in Aegon N.V. were diluted as a result of a share issue.
As a result of these transactions, the Vereniging's shareholding in Aegon N.V.'s common shares decreased from approximately 37% to approximately 12%, and its full voting rights decreased from approximately 52% to approximately 33%.
On February 7, 2013, Vereniging Aegon and Aegon N.V. reached agreement regarding the conversion of all preferred shares owned by Vereniging Aegon. In doing so, the intention was that Aegon N.V. would benefit from a simpler capital structure and maintained a high-quality capitalization base according to new European solvency requirements. This agreement would enable Vereniging Aegon to considerably reduce its debt with the banking consortium.This transaction was implemented on May 29, 2013, and the necessary amendments to the Articles of Association of Vereniging Aegon and Aegon N.V. were made. All preferred shares were exchanged for cash and ordinary shares. The value of the preferred shares – with a book value of €2,146,000,000 - was determined at €1,055,000,000 (ex-dividend). Vereniging Aegon received a €83,000,000 cash dividend on the preferred shares from Aegon N.V. for the period January 2012 through June 2013, €400,000,000 in cash and €655,000,000 in shares (121 million common shares and 566 million common shares B).With this, Vereniging Aegon receded its preferential rights relating to dividends and payout on winding up. Furthermore, with this, the voting rights of Vereniging Aegon were, under normal circumstances, reduced from 22% to approximately 14.8%. As a result of this, voting rights and economic ownership were aligned.After the transaction, the Vereniging held an aggregate of 293 million common shares of a total of 2,066 million outstanding common shares in Aegon N.V. and all outstanding 566 million common shares B.
The financial rights attached to the common shares B amount to 1/40 of one Aegon N.V. common share. The other rights attached to the common shares B are identical to those of the common shares. Thus common shares and common shares B, sharing the same nominal value (EUR 0.12), have equal voting rights: one vote per share.
On May 29, 2013 the Voting Rights Agreement and the 1983 Merger Agreement were correspondingly amended to reflect the restructuring of the share capital and the voting rights.
However, as a consequence of the amended voting rights agreement, the voting rights are limited to one vote per forty common shares B. Yet, in the event of a "special cause", Vereniging Aegon will be entitled to exercise its full voting rights, one vote per common share B. As before, however, the full voting rights will never exceed 32.64% of the voting rights attached to the outstanding shares in the capital of Aegon N.V., provided that the financial interest of the Vereniging in Aegon N.V. remains below 32.64%.
In order to prevent dilution of voting rights in the event of such special cause, Vereniging Aegon is to exercise its option rights to acquire additional common shares B. It will then be entitled to exercise these rights whenever its full voting rights in the event of a special cause decrease to less than 32.64%, regardless of the cause of the decrease.
From 2013 to 2015, the Vereniging exercised its option rights and acquired 19 million additional common shares B.
In 2016, Aegon N.V. executed a share buy-back programme that resulted in a reduction of the Aegon N.V. share capital. The Vereniging chose to participate in the second tranche of the Aegon N.V. share buy-back programme, as a result of which its relative holding of Aegon N.V. common shares was unchanged. An additional advantage was Vereniging Aegon’s use of the revenues it received to reduce its bank debt. As a result of this transaction, the Vereniging Aegon’s shareholding was reduced by 13.5 million Aegon N.V. common shares As a result, the Vereniging held 279 million common shares as at December 31, 2016.
Following the Aegon N.V. share buy-back programme, Vereniging Aegon sold 17.3 million Aegon N.V. common shares B, as a result of which the Vereniging held 568 million common shares B as at December 31, 2016.
During the year under review of the holding of Aegon N.V. common shares did not change, so the Vereniging held a total of approximately 279 millon Aegon N.V. common shares as at December 31, 2017.
In order to prevent dilution of voting rights. Vereniging Aegon acquired approximately 2 million common shares B in May 2017. Aligned with the stock dividend in June 2017 she acquired about 13 million Aegon N.V. common shares B to Aegon N.V. as a result of which the Vereniging held a total of approximately 570 million common shares B as at December 31, 2017.
On December 31, 2017, the Vereniging's voting rights in normal circumstances on common and common shares B amounted to approximately 14.35%, based on the number of outstanding voting shares. This figure was approximately 14.4% as at December 31, 2016. In the event of "special cause", the Vereniging's voting rights will increase, for a maximum of votes, about 32.6% as at December 31, 2017.
The financing facility, agreed in 2002 with a consortium of banks, was replaced in 2005 by a facility that was reduced to a maximum of EUR 1,650,000,000. In 2010, Vereniging Aegon arranged a new credit facility. The original maximum of this facility amounted to EUR 1,250,000,000. In May 2013, the facility was replaced by a new financing facility for a period of three years with a maximum of EUR 650,000,000.
Furthermore, the Vereniging concluded a new credit facility in the amount of EUR 650,000,000 with a consortium of banks led by Royal Bank of Scotland and ING. The financial facility has a three-year term (with the option to extend for one year) and took effect on May 29, 2013. The extended facility of EUR 1,050,000,000 expired at the same time.
On April 7, 2016, the Vereniging concluded a new credit facility in the amount of EUR 445,000,000 with a consortium of lenders led by ING Bank. The facility became effective on May 23, 2016 and has a three-year term (with two options to extend the term to five years). As at December 31, 2017, the bank debt amounted to EUR 222,000,000.
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 of 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.
In the period till 2001, Vereniging Aegon, in the spirit of its objectives, successfully supported several acquisitions by Aegon N.V. among which Providian and Transamerica in the United States.
During the financial crisis in 2008, Vereniging Aegon played a large role in the negotiations on the State loan paid to Aegon N.V. On December 1, 2008, Vereniging Aegon entered into an agreement with the State of the Netherlands and Aegon N.V. in order to provide Aegon N.V. with additional core capital in the amount of EUR 3 billion. To this end, the State granted Vereniging Aegon a loan of EUR 3 billion, which the Vereniging used to acquire 750 million Convertible Core Capital Securities from Aegon N.V. at the issue price of EUR 4 each.
This loan was repaid in four tranches, the first on December 1, 2009, and the last on June 15, 2011, with the corresponding convertible securities being simultaneously transferred to Aegon N.V.
Vereniging Aegon participated in this structure within the context of its objectives under its Articles of Association, which are to serve the interests of Aegon N.V. in a balanced manner. The Vereniging was not exposed to any financial risk in respect of this structure. All income accrued to and expenses were borne by Aegon N.V.
In 2007, Vereniging Aegon started to orientate on the development of potential secondary objectives for the long-term, within the framework of its statutory objectives. The focus was on issues concerning the ageing of the population.
In 2008, the study of Vereniging Aegon focused on possibilities for the improvement of ageing in a vigorous and healthy way. On November 11, 2008, the study resulted in the start-up by Vereniging Aegon of the Leyden Academy on Vitality and Ageing.
The executive board consists of J.P.J. Slaets, professor at the Department of Gerontology and Geriatrics at the University of Groningen and M.A.E. van der Waal. The supervisory board consists of W.M. van den Goorbergh (chairman), B.F. Dessing, M. de Visser and J.W.B. Westerburgen.
Leyden Academy aims to contribute to vigorous and healthy ageing and wishes to concentrate on medical and social-medical aspects of ageing of the population. Leyden Academy tries to achieve its goals by offering part-time education for healthcare managers and a full-time international master degree for talented young physicians, by initiating and encouraging research and the conversion thereof for the medical and social-medical practice (see website). Leyden Academy cooperates with LUMC, University of Leiden, Vereniging Het Zonnehuis, ZonMw and various governments.
The Leyden Academy on Vitality and Ageing is the main activity of the private company with limited liability of the same name, of which Vereniging Aegon is the sole shareholder. When the company was established in 2008, Vereniging Aegon provided Leyden Academy B.V. with €1,000,000 in paid-up share capital. Next to this, Vereniging Aegon provided Leyden Academy B.V. in each of the following years with €1,000,000 to €1,200,000 by means of share premium on the existing paid-in share capital.
Vereniging Aegon 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.
updated August 31, 2018
© Vereniging Aegon 2018