Vereniging Aegon (the ‘Vereniging’) is an association under Dutch law. Until 1983, it was known as Vereniging AGO. It was established in 1978 as the legal successor of AGO Onderlinge Levensverzekeringen, 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, Vereniging AGO transferred its holding of the entire share capital in AGO Holding N.V. to the listed company Ennia N.V. (the name of this company was subsequently changed to Aegon N.V.) in exchange for new Aegon N.V. common and preferred shares. Vereniging AGO was renamed Vereniging Aegon (the 'Vereniging').
Under the terms of the 1983 Merger Agreement, the Vereniging acquired a substantial (minority) interest in the common shares as well as all 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 as a result of a new issue of common shares, the Vereniging also became entitled to acquire new preferred shares in order to maintain its majority position.
Developments in shareholding and voting rights of Vereniging Aegon in Aegon N.V.
The period from 1983 to 1996
As of the merger in 1983 until the first half of the nineties of the previous century, the shareholding of the Vereniging amounted to 40% of the issued common shares in Aegon N.V. and all preferred shares. As a result, the Vereniging held approximately 54% of the total voting rights in Aegon N.V.
The period from 1997 to 2012
In the period from 1996 to 2001, Aegon N.V. made some major acquisitions that were financed in part with its own shares. In the spirit of its objectives, the Vereniging successfully supported Aegon N.V. with these acquisitions by selling a portion of its common shares to Aegon N.V. It compensated the resulting dilution primarily by exercising its option rights to acquire new preferred shares. In addition, the Vereniging borrowed funds from a consortium of banks to replenish its reduced position in common shares in Aegon N.V.
The Vereniging concluded a Recapitalization Agreement with Aegon N.V. in 2002. This agreement led to a substantial reduction of its bank debt and a decrease in the number of common shares held. 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. To prevent dilution of its voting rights in Aegon N.V. the 1983 Merger Agreement was adjusted: the existing call option rights were amended into call option rights to acquire preferred shares B. As a result of this recapitalization and restructuring, the Vereniging's shareholding in common shares Aegon N.V. decreased to approximately 12%, and its full voting rights decreased to approximately 33%.
In 2003, the Vereniging and Aegon N.V. concluded a voting rights agreement stipulating that, under normal circumstances, the Vereniging would waive part of its voting rights on the preferred shares, however in the event of a 'special cause', the Vereniging remained entitled to exercise the full voting rights.
In 2013, the capital of Aegon N.V. was restructured. Aegon N.V.'s aim was to simplify its capital structure and maintain a high-quality capital base under the new European Union solvency requirements (Solvency II). In this context, all preferred shares were converted partly into cash, common shares and common shares B. This restructuring enabled the Vereniging to considerably reduce its bank debt. The difference between common shares and common shares B lies in the financial rights attached to the common shares B, which rights amount to 1/40 of a common share. All other rights attached to the common shares B are identical to those of the common shares. As common shares and common shares B have the same nominal value, both have equal voting rights: one vote per share.
In 2013, the 1983 Merger Agreement was amended and a new Voting Rights Agreement was concluded. This amended Voting Rights Agreement stipulates that in normal circumstances, i.e. the absences of a 'special cause', the voting rights are limited to one vote for each forty common shares B. In the event of a 'special cause', the Vereniging will be entitled to exercise its full voting rights, i.e. one vote per common share B. In that case, the full voting rights of the Vereniging will be equal to 32.64% of the voting rights attached to the outstanding shares in Aegon N.V.'s capital.
The amendment of the 1983 Merger Agreement related to the call option: the Vereniging received the call option right to acquire common shares B in order to maintain its full voting rights at 32.64%. It will be entitled to exercise this option whenever its full voting rights in the event of a 'special cause' decrease to less than 32.64%, regardless of the reason for this decrease.
Between 2013 and the end of 2015, the Vereniging exercised its option rights several times, mainly when Aegon N.V. issued shares in light of its stock option plans as part of the remuneration of its senior management.
In 2016, the Vereniging participated in the Aegon N.V. share buy-back program, resulting in no change in its relative holding of common shares in Aegon N.V. As a result of this transaction, the Vereniging's shareholding was reduced. Following the Aegon N.V. share buy-back program, the Vereniging sold common shares B to Aegon N.V. in order to maintain its 32.64% full voting rights in Aegon N.V. In the following years common shares B were acquired only to maintain its full voting rights. In 2019, common shares were acquired as the Vereniging chose to receive the 2019 interim dividend partly in shares.
Recent developments in the Vereniging’s shareholding
In 2019, about 9.5 million common shares Aegon N.V. were acquired and on balance 11.5 million common shares B Aegon N.V. were sold.
Development of shareholding in Aegon N.V.
|NUMBER OF SHARES||COMMON||COMMON B|
|As at December 31, 2016||279.236.609||567.697.200|
|As at December 31, 2017||279.236.609||569.676.480|
|As at December 31, 2018||279.236.609||571.165.680|
|As at December 31, 2019||288.702.769||559.712.240|
|As at December 31, 2020||291.145.638||558.910.640|
Financing of Vereniging Aegon from 2016 to date
In 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 had an initial term of three years. In 2018, the option to extend the term was utilized. As at December 31, 2019, the total debt under the credit facility amounted to EUR 100,000,000 at par value (excluding the prepaid upfront fee of EUR 96,000).
The non-amortizing facility (facility B), that expires July 1, 2021, was substituted by a five year loan granted by Vereniging OOM / Aegon in April 2020.
2005: Amendment of Articles of Association
On September 13, 2005, the Vereniging 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 the Vereniging. In the event of an undesired change of control at the general meeting of shareholders of Aegon N.V., the Vereniging may, under certain circumstances, amend its Articles of Association without Aegon N.V.'s cooperation.
Activities in line with its objectives
In the period till 2001, the Vereniging, 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, the Vereniging played a large role in the negotiations on the State loan paid to Aegon N.V. 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 additional core capital in the amount of EUR 3 billion. To this end, the State granted The Vereniging 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.
Development of secondary objectives
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.
In 2007, the Vereniging 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 the Vereniging focused on possibilities for the improvement of ageing in a vigorous and healthy way. On November 11, 2008, the study resulted in incorporation by the Vereniging of Leyden Academy on Vitality and Ageing B.V. ("Leyden Academy") in which the Vereniging is the sole shareholder. As at December 31, 2019, Ms T.A. Abma was the general manager of Leyden Academy on Vitality and Ageing B.V. The Supervisory Board consisted of Mr W.M. van den Goorbergh (chairman), Ms M. de Visser, Mr B.F. Dessing, Mr J.W.B. Westerburgen and Mr M.J. Janssen on December 31, 2019.
Leyden Academy aims to contribute to promote and improve the quality of life of the elderly. To achieve its goals, Leyden Academy offers educational programs, conducts research and initiates developments in the field of vitality and ageing. Leyden Academy does not focus solely on conducting research; it particularly wishes to assimilate knowledge and comprehension, critically evaluate these and communicate these through educational services, consultations and its public service function.
Leyden Academy's cooperative relationships include those with Leiden University Medical Centre, Leiden University, , the 'Jo Visser fonds', ZonMW and various government agencies. It is a partner in the DuSRA-VOILA consortium, on European level it is a member of the EIT Health-consortium on several programmes and projects, and internationally, it collaborates with the centres within the International Longevity Centre Global Alliance. Furthermore, Leyden Academy works together with various local and foreign ministries, municipalities, universities, colleges, fellow institutes, foundations, funds, associations, as well as with elderly care and welfare organizations.
Since the academic year 2016/21017 the international master program Vitality and Ageing is part of Leiden University Medical Centre.
Van Schulden naar Kansen
The Vereniging has decided to support a social program of Aegon Nederland that focuses on poverty issues as of 2020. The initiative 'Van Schulden naar Kansen' attempts to structurally get families out of a situation of poverty caused by problematic debts by means of improving the financial empowerment of the participants.