Major Shareholders

Vereniging AEGON owns 9% of AEGON's common shares. To AEGON's knowledge, only one other party holds a capital and voting interest in AEGON N.V. in excess of 5%. According to its filing with the United States Securities and Exchange Commission on February 3, 2012, US-based investment management firm Dodge & Cox owns over 195 million shares, representing more than 5% of the issued share capital and voting rights in the company.

Vereniging AEGON

AEGON's largest shareholder, Vereniging AEGON, is an association which safeguards the interests of the company and its stakeholders. At the end of 2011,Vereniging AEGON held 22.4% of AEGON's total voting capital, not including the additional voting rights on preference shares. As AEGON's largest shareholder, Vereniging AEGON has an important role in the company's ownership structure. Vereniging AEGON owns all AEGON's preference shares, which carry additional voting rights. However, the Vereniging has agreed voluntarily to waive these rights except in certain circumstances. These circumstances may include a hostile takeover bid for all or part of the company. Including the full voting rights on preference shares, Vereniging AEGON's voting interest totaled 32.9% at the end of 2011.

In 1978, AGO de-mutualized and Vereniging AGO became the only shareholder of AGO Holding N.V., which was the holding company for its insurance operations. In 1983, AGO Holding N.V. and Ennia N.V. merged into AEGON N.V. Vereniging AGO initially received approximately 49% of the common shares (which was reduced gradually to less than 40%) and all of the preferred shares in AEGON N.V., giving it voting majority in AEGON N.V. and changed its name into Vereniging AEGON. The objective of Vereniging AEGON is the balanced representation of the interests of AEGON N.V. and all of its stakeholders, including shareholders, AEGON Group companies, insured parties, employees and other relations of the companies. 

Relationship with AEGON

On May 9, 2003, AEGON's shareholders approved certain changes to AEGON's corporate governance structure and AEGON's relationship with Vereniging AEGON in an extraordinary General Meeting of Shareholders. AEGON's Articles of Association were subsequently amended on May 26, 2003. The relationship between Vereniging AEGON and AEGON N.V. was changed as follows:

The 440,000,000 preferred shares with nominal value of EUR 0.12 held by Vereniging AEGON were converted into 211,680,000 new class A preferred shares with nominal value of EUR 0.25 and the paid-in 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 Vereniging AEGON under the option agreement as described in the following sections) were adjusted accordingly to 25/12 vote per preferred share.

Preferred share voting rights agreement

AEGON N.V. and Vereniging AEGON have entered into a preferred shares voting rights agreement, pursuant to which Vereniging AEGON has voluntarily waived its right to cast 25/12 vote per class A or class B preferred share. Instead, Vereniging AEGON has agreed to exercise one vote only 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 proposed 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. If, in its sole discretion, Vereniging AEGON determines that a 'special cause' has occurred, Vereniging AEGON will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of 25/12 vote per preferred share for a limited period of six months.

Option arrangements amended

AEGON N.V. and Vereniging AEGON have amended the option arrangements under the 1983 Merger Agreement. Under the amended option arrangements Vereniging AEGON, 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 Vereniging AEGON to prevent or correct dilution to 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. In the years 2003 to 2011 the Vereniging exercised its option rights to acquire class B preferred shares at par value to correct dilution of voting rights caused by AEGON N.V.'s issuance of stock dividends and new common shares, and treasury share sales.

Development of shareholding 2011 

For more information about Vereniging AEGON, please visit the website at http://www.verenigingaegon.nl.