Our history

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 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.

In September 2023, the registered seat of Aegon N.V. was relocated to Bermuda, resulting in Aegon N.V. being converted into a company governed by the laws of Bermuda: Aegon Ltd. The articles of Vereniging Aegon were amended in November 2023, in connection with this conversion.

Developments in shareholding and voting rights of Vereniging Aegon in Aegon N.V.

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.

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 resulting dilution was primarily compensated for by the Vereniging exercising its call option to acquire newly issued preferred shares. Additionally, the Vereniging borrowed funds from a consortium of banks to replenish its reduced common share interest in Aegon N.V.

In 2002, the Vereniging and Aegon N.V. entered into a recapitalization agreement, which led to a substantial reduction of the Vereniging’s bank debt and also reduced its common share interest.

Aegon N.V. adjusted its capital structure in 2003, converting the existing preferred shares into preferred shares A, and introducing a new class of shares called preferred shared B. To prevent dilution of the Vereniging’s voting rights in Aegon N.V., the 1983 Merger Agreement was adjusted: the existing call option to acquire preferred shares was amended into call option rights to acquire preferred shares B. As a result of recapitalization and restructuring, the Vereniging’s shareholding in common shares Aegon N.V. 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.

The Vereniging has regularly entered into purchase and sales transactions with Aegon N.V. to keep its voting rights at 32.64%. Since 2019, the Vereniging’s common share interest in Aegon N.V. has increased as a result of its choice to receive the dividends (partly) in shares.

In November 2023, the articles of association of the Vereniging were amended in connection with the conversion of Aegon N.V. to Aegon Ltd. The amendment to the articles of association makes it possible to admit a member of the Executive Committee of Aegon Ltd. as a member of the Vereniging in addition to the executive member of the Board of Directors of Aegon Ltd., the CEO. Doing ancillary activities has been added to the statutory purpose description of the Vereniging and a number of minor technical changes have been made.

Recent developments regarding the shareholding of Vereniging Aegon

In 2023, approximately 1.6 million ordinary shares of Aegon Ltd. were sold (2022: approximately 13.8 million shares acquired) and approximately 112.6 million ordinary shares of B Aegon Ltd. were sold (2022: approximately 43.8 million shares sold). In December 2023, the Vereniging entered into an agreement with Aegon Ltd. to participate in the €1.5 billion share buyback program (the "Share Buyback Program") that has been ongoing at Aegon Ltd. since July 2023 in order to consolidate the Vereniging's stake in Aegon Ltd. as much as possible at around 18.6%.

The Vereniging participates in the share buyback program on a pro-rata basis in order to maintain as much as possible the percentage of voting rights to be exercised by the Vereniging under normal circumstances on the ordinary shares and the ordinary shares B, calculated on the basis of the number of outstanding voting shares (excluding treasury shares repurchased by Aegon Ltd.), of approximately 18.6%. This results in the sale of ordinary shares in Aegon Ltd. for a total amount of € 139.5 million The number of shares held by the Vereniging that Aegon Ltd. will repurchase will be determined on the basis of the daily volume-weighted average price per ordinary share on Euronext Amsterdam.

On December 18, 2023, the Vereniging commenced the sale of Aegon Ltd. ordinary shares to Aegon Ltd. The sale of Aegon Ltd. ordinary shares by the Vereniging to Aegon Ltd. is expected to take place on an ongoing basis until the end of the term of the share buyback program. Aegon expects to complete the share buyback program by June 30, 2024.

Developments in Aegon Ltd. shareholding  

Financing of Vereniging Aegon

On April 17, 2020, the Vereniging took out a new five-year private loan from Vereniging OOM / Aegon in the amount of EUR 100.000.000. The Vereniging provided no collateral for the loan.

Articles of Association amended 2023

In November 2023, in connection with the conversion of Aegon N.V. to Aegon Ltd., the articles of association of the Vereniging were amended. The amendment allows for a member of the Executive Committee of Aegon Ltd. in addition to the CEO who is an executive member of the Board of Directors of Aegon Ltd., to be admitted as a Member B of the Vereniging. The pursuit of ancillary social activities in line with Aegon’s signature has been added to the statutory objectives of the Vereniging, and several minor technical amendments have been made.

Activities in connection with its objective

In the period till 2001, the Vereniging, in accordance with 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.

In the fall of 2022, the Executive Committee of the Vereniging was asked by Aegon N.V. to support the proposed transaction between Aegon N.V. and ASR Nederland N.V. (“a.s.r.”) regarding the potential sale of Aegon’s Dutch activities to a.s.r. for a cash purchase price and a 29.99% stake in a.s.r. (the “Transaction”) at an Extraordinary General Meeting of shareholders of Aegon N.V. to be held in January 2023. 

After careful deliberation and extensive analysis, the Vereniging exercised its voting rights on January 17, 2023 – in accordance with a resolution passed by the General Members’ Meeting – at the Extraordinary General Meeting of shareholders of Aegon N.V. and voted in favour of the Transaction.

In accordance with a resolution to that effect adopted by the Vereniging’s General Meeting of Members, the Vereniging exercised its voting rights at Aegon N.V.’s Annual General Meeting of Shareholders held on May 25, 2023.

In June 2023, Aegon N.V. informed the Executive Committee of the Vereniging about the change in group supervision from De Nederlandsche Bank to the Bermuda Monetary Authority and the related proposed relocation of Aegon N.V.’s headquarters to Bermuda (the “Proposed Relocation”). In response, the Executive Committee carefully considered the Proposed Relocation, gathered information and documentation, held extensive consultations with Aegon N.V. and conducted a thorough and comprehensive analysis of the Proposed Relocation with the assistance of its legal and financial advisors. This process resulted in an agreement between the Vereniging and Aegon N.V. under which the Vereniging committed, subject to an appropriate instruction from the Vereniging’s General Meeting of Members and in compliance with certain fiduciary obligations of the Vereniging, to vote in favor during two consecutive General Meeting of shareholders of Aegon N.V. in September 2023, provided that the Vereniging’s General Meeting of Members consents to this subject.

On July 8, an informative members’ meeting was held for all members of the Vereniging, during which information regarding the Proposed Relocation was provided. On August 16, 2023, the members of Vereniging Aegon decided to instruct the Executive Committee of Vereniging Aegon, with due regard to the fiduciary duties of the Executive Committee, to vote at the Extraordinary General Meeting of shareholders of Aegon N.V. on September 29 and 30, 2023, on all common shares and common shares B of Vereniging Aegon (based on one vote for every 40 common shares) in favor of the relocation of Aegon N.V.’s headquarters to Bermuda.

Development of secondary objective

The Vereniging considers it important to complement its primary objective by also embracing its societal responsibility, in line with its origins as a promoter of mutual solidarity. 

An additional provision concerning the Vereniging‘s ancillary activities has been incorporated into its articles following the amendment of November 20, 2023. The articles now state that the Vereniging intends to align its activities for this secondary objective with the ethos of Aegon. This alignment specifically pertains to Aegon’s purpose articulated in mid-2023 as “Helping people living their best lives”.