On February 15, 2013, Aegon and Vereniging Aegon (‘the Association’) announced their agreement to cancel all of Aegon’s preferred shares, of which the Association is the sole owner.
Under the agreement, all preferred shares will be exchanged for EUR 400 million in cash, the equivalent of EUR 655 million in common shares and EUR 83 million of dividends on the preferred shares.
The number of common shares to be received by the Association is based on the volume-weighted average price of Aegon common shares on Euronext Amsterdam from February 15 up to, and including, February 28, 2013. The volume-weighted average price over this period was EUR 4.86. Based on this share price, the preferred shares will be converted into 121 million common shares and 566 million common shares B.
As a result of the conversion, the number of common shares outstanding will increase by 7%. However, the dilutive effect on earnings per share is limited to 3% as there will be no preferred dividend payments following the transaction.
Aegon's Supervisory Board will propose to approve the new capital structure at the annual General Meeting of Shareholders on May 15, 2013. Following shareholder approval and subsequent execution of the transaction, the Association will hold a total of 307 million* common shares and a total of 2,080 million* common shares will be outstanding. Vereniging Aegon will have 14.8% of the voting rights in ordinary course.
Further details of the transaction between Aegon and Vereniging Aegon can be found in the announcement of February 15, 2013, which is available on aegon.com.
* Includes 14 million common shares which represent the economic equivalent of 566 million common shares B.
