Alex Wynaendts, CEO of Aegon, stated: “We welcome this additional capital buffer that the Dutch State has provided via Vereniging Aegon in this time of uncertainty and unprecedented economic turmoil."
Aegon has secured EUR 3 billion of additional core capital from the Dutch State via its largest shareholder, Vereniging Aegon. Aegon will issue 750 million non-voting securities at EUR 4 per security to Vereniging Aegon. In turn, Vereniging Aegon will be funded on back-to-back terms and conditions by the Dutch State. Aegon expects the transaction to close before the end of November 2008.
Aegon believes that, given today’s market levels and the ongoing uncertainty regarding the financial and economic environment, it is prudent at this time to reinforce its capital buffer to a level substantially in excess of its AA rating requirements. This additional core capital complements Aegon’s previously announced acceleration of its risk reduction and capital release strategy. The structure provides Aegon with security in the event that markets deteriorate significantly and flexibility to avoid excessive overcapitalization in the event that markets stabilize. These actions, combined with the decision to forego the final dividend for 2008 will enable Aegon to enter 2009 with a significantly enhanced buffer. Aegon’s ability to repurchase securities minimizes potential future dilution of common shareholders. Aegon’s overall ownership structure is not changing.
Aegon’s move follows an announcement on October 9 by the Dutch government that it would make EUR 20 billion of capital available to companies in the financial sector that are fundamentally sound and viable.
Alex Wynaendts, CEO of Aegon, stated: “We welcome this additional capital buffer that the Dutch State has provided via Vereniging Aegon in this time of uncertainty and unprecedented economic turmoil. Together with the steps we are taking to release capital and further reduce risk from our businesses, this allows us to enter 2009 with a significantly reinforced capital position and to focus on executing our strategy. There should be no doubt whatsoever about Aegon’s ability to fulfill its long-term obligations. Safeguarding the trust and confidence of our shareholders, customers and employees remains our main priority.”
Aegon will announce its results for the third quarter of 2008 as planned on Thursday 6 November. These are expected to include the following:
Aegon will forego a final dividend for 2008. Consequently, the dividend for this year will total EUR 0.30 a share – an amount already paid out to shareholders as an interim dividend earlier in September. BACKGROUND INFORMATION TO THE ADDITIONAL CORE CAPITAL
Aegon will issue 750 million non-voting securities to Vereniging Aegon at a price of EUR 4 per security. These securities will be funded on back-to-back terms and conditions by the Dutch State. The new securities will rank equal to common shares (pari passu), but will carry no voting rights. This structure is designed to avoid dilution of existing common shareholders.
Before October 10, 2009 Aegon has the right to repurchase 250 million of the securities at a price between EUR 4 and EUR 4.52 per security, depending on Aegon’s share price and the date of the repurchase, and after that date at EUR 6 per security. Aegon may at any time repurchase the remaining 500 million securities at EUR 6 per security (equivalent to 150% of the original issue price). Alternatively, after three years, Aegon may choose to convert these securities into common shares on a one-for-one basis. In this situation, the Dutch State may opt for repayment either in cash (at the original issue price of EUR 4) or in shares.
Aegon retains full discretion over its policy regarding dividends paid on common shares. The coupon on the non-voting securities will be paid only if a dividend is also paid to holders of common shares.
As the holder of the non-voting securities, Vereniging Aegon will receive either an annual coupon of EUR 0.34 per security or, if higher, an amount linked to the value of the dividend paid on Aegon common shares. This amount has been fixed at 110% for 2009, rising to 120% for 2010 and 125% for 2011 and beyond. The coupon is not tax deductible. Vereniging Aegon will use income from the non-voting securities to service the loan from the Dutch State.
As part of the transaction, the Dutch state will nominate two representatives to Aegon’s Supervisory Board. These representatives will be members of Aegon’s Audit, Compensation and Nominating Committees. Shareholders will be asked to approve the appointments at Aegon’s next General Meeting of Shareholders. Pending approval, the State representatives will attend meetings as observers. Approval from the State representatives will be required for certain decisions, including share repurchases, changes to Aegon’s executive remuneration policy and any acquisitions or divestments with a value of one quarter or more of Aegon’s issued capital and reserves.
Aegon’s Supervisory Board will review the remuneration policy for the Executive Board and senior management to ensure that it is fully aligned with new international standards. All members of Aegon’s Executive Board forego all variable income, either in cash, options or shares, relating to the performance in 2008 and limit exit-arrangements to a maximum of one year’s fixed salary.
About Vereniging AegonVereniging Aegon is Aegon N.V.’s largest shareholder and represents approximately 34% of the company’s existing voting rights. Under normal circumstances the Vereniging exercises 24% of Aegon’s existing voting rights. Vereniging Aegon’s sole purpose is to safeguard the long-term interests of all Aegon stakeholders – its customers, employees, shareholders and business partners. For further information about Vereniging Aegon, please refer to www.verenigingAegon.nl
© Aegon 2020