Aegon Determines Share Price for Conversion of Preferred Shares

Fri Mar 1, 2013 2:00am EST

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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 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.

DISCLAIMER

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 following:

* 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
creditworthiness;
* 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 expectations;
* 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 condition;
* 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.

ABOUT AEGON

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:  aegon.com.

PRN NLD

SOURCE  AEGON N.V.


Media relations: Greg Tucker, +31-(0)70-344-8956, gcc@aegon.com; Investor
relations: Willem van den Berg, +31-(0)70-344-8305, ir@aegon.com

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