Aegon Determines Share Price for Conversion of Preferred Shares

       Aegon Determines Share Price for Conversion of Preferred Shares

  PR Newswire

  THE HAGUE, The Netherlands, March 1, 2013

THE HAGUE, The Netherlands, March 1, 2013 /PRNewswire/ --

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 ofEUR 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

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 .

* Includes 14 million common shares which represent the economic equivalent of
566 million common shares B.


Forward-looking statements

The statements contained in this document that are not historical facts are
forward-looking statements as defined in the US Private Securities Litigation
Reform Act of 1995. The following are words that identify such forward-looking
statements: aim, believe, estimate, target, intend, may, expect, anticipate,
predict, project, counting on, plan, continue, want, forecast, goal, should,
would, is confident, will, and similar expressions as they relate to Aegon.
These statements are not guarantees of future performance and involve risks,
uncertainties and assumptions that are difficult to predict. Aegon undertakes
no obligation to publicly update or revise any forward-looking statements.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which merely reflect company expectations at the time of writing.
Actual results may differ materially from expectations conveyed in
forward-looking statements due to changes caused by various risks and
uncertainties. Such risks and uncertainties include but are not limited to the

  *Changes in general economic conditions, particularly in the United States,
    the Netherlands and the United Kingdom;
  *Changes in the performance of financial markets, including emerging
    markets, such as with regard to: - The frequency and severity of defaults
    by issuers in Aegon's fixed income investment portfolios; - The effects of
    corporate bankruptcies and/or accounting restatements on the financial
    markets and the resulting decline in the value of equity and debt
    securities Aegon holds; and - The effects of declining creditworthiness of
    certain private sector securities and the resulting decline in the value
    of sovereign exposure that Aegon holds;
  *Changes in the performance of Aegon's investment portfolio and decline in
    ratings of Aegon's counterparties;
  *Consequences of a potential (partial) break-up of the euro;
  *The frequency and severity of insured loss events;
  *Changes affecting mortality, morbidity, persistence and other factors that
    may impact the profitability of Aegon's insurance products;
  *Reinsurers to whom Aegon has ceded significant underwriting risks may fail
    to meet their obligations;
  *Changes affecting interest rate levels and continuing low or rapidly
    changing interest rate levels;
  *Changes affecting currency exchange rates, in particular the EUR/USD and
    EUR/GBP exchange rates;
  *Changes in the availability of, and costs associated with, liquidity
    sources such as bank and capital markets funding, as well as conditions in
    the credit markets in general such as changes in borrower and counterparty
  *Increasing levels of competition in the United States, the Netherlands,
    the United Kingdom and emerging markets;
  *Changes in laws and regulations, particularly those affecting Aegon's
    operations, ability to hire and retain key personnel, the products Aegon
    sells, and the attractiveness of certain products to its consumers;
  *Regulatory changes relating to the insurance industry in the jurisdictions
    in which Aegon operates;
  *Changes in customer behavior and public opinion in general related to,
    among other things, the type of products also Aegon sells, including
    legal, regulatory or commercial necessity to meet changing customer
  *Acts of God, acts of terrorism, acts of war and pandemics;
  *Changes in the policies of central banks and/or governments;
  *Lowering of one or more of Aegon's debt ratings issued by recognized
    rating organizations and the adverse impact such action may have on
    Aegon's ability to raise capital and on its liquidity and financial
  *Lowering of one or more of insurer financial strength ratings of Aegon's
    insurance subsidiaries and the adverse impact such action may have on the
    premium writings, policy retention, profitability and liquidity of its
    insurance subsidiaries;
  *The effect of the European Union's Solvency II requirements and other
    regulations in other jurisdictions affecting the capital Aegon is required
    to maintain;
  *Litigation or regulatory action that could require Aegon to pay
    significant damages or change the way Aegon does business;
  *As Aegon's operations support complex transactions and are highly
    dependent on the proper functioning of information technology, a computer
    system failure or security breach may disrupt Aegon's business, damage its
    reputation and adversely affect its results of operations, financial
    condition and cash flows;
  *Customer responsiveness to both new products and distribution channels;
  *Competitive, legal, regulatory, or tax changes that affect profitability,
    the distribution cost of or demand for Aegon's products;
  *Changes in accounting regulations and policies may affect Aegon's reported
    results and shareholders' equity;
  *The impact of acquisitions and divestitures, restructurings, product
    withdrawals and other unusual items, including Aegon's ability to
    integrate acquisitions and to obtain the anticipated results and synergies
    from acquisitions;
  *Catastrophic events, either manmade or by nature, could result in material
    losses and significantly interrupt Aegon's business; and
  *Aegon's failure to achieve anticipated levels of earnings or operational
    efficiencies as well as other cost saving initiatives.

Further details of potential risks and uncertainties affecting Aegon are
described in its filings with the Netherlands Authority for the Financial
Markets and the US Securities and Exchange Commission, including the Annual
Report. These forward-looking statements speak only as of the date of this
document. Except as required by any applicable law or regulation, Aegon
expressly disclaims any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements contained herein to
reflect any change in Aegon's expectations with regard thereto or any change
in events, conditions or circumstances on which any such statement is based.


As an international insurance, pensions and asset management company based in
The Hague, Aegon has businesses in over twenty markets in the Americas, Europe
and Asia. Aegon companies employ approximately 24,000 people and have millions
of customers across the globe. Further information: .


Contact: Media relations: Greg Tucker, +31-(0)70-344-8956,;
Investor relations: Willem van den Berg, +31-(0)70-344-8305,
Press spacebar to pause and continue. Press esc to stop.