Prospectus supplement US007924AH66 - Aegon

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• Report on Form 6-K furnished to the SEC on August 31, 2009 relating to the completion of the sale of our Taiwanese life insurance activities; • Report on Form 6-K furnished to the SEC on September 23, 2009 with our unaudited condensed consolidated interim financial statements and Operating and Financial Review and Prospects for the six month period ended June 30, 2009; • Report on Form 6-K furnished to the SEC on October 13, 2009 relating to our completion of an approximately $650 million capital management transaction with JPMorgan Chase Bank; • Report on Form 6-K furnished to the SEC on October 29, 2009 relating to our plan to repay A1 billion to the Dutch State; • Report on Form 6-K furnished to the SEC on November 20, 2009 with our unaudited condensed consolidated interim financial statements for the nine month period ended September 30, 2009; • Report on Form 6-K furnished to the SEC on November 23, 2009 with a presentation of our third quarter 2009 financial results, intended solely for incorporation into the registration statement of which this prospectus supplement forms a part; and • each of the following documents that we file with or furnish to the SEC after the date of this prospectus supplement from now until we terminate the offering of securities under this prospectus supplement, the accompanying prospectus and the registration statement: • reports filed under Section 13(a), 13(c) or 15(d) of the Exchange Act, and • reports filed or furnished on Form 6-K that indicate that they are incorporated by reference in this prospectus supplement or the accompanying prospectus. These documents contain important information about us and our financial condition. You may obtain copies of these documents in the manner described above. You may also request a copy of these filings (excluding exhibits) at no cost by contacting us as follows: Investor Relations Investor Relations AEGON USA, Inc. AEGON N.V. 1111 North Charles Street P.O. Box 85 Baltimore, MD 21201 2501 CB The Hague USA The Netherlands Tel: 1-410-576-4577 Tel: 011-31-70-344-8305 Fax: 1-410-347-8685 Fax: 011-31-70-344-8445 E-mail: ir@aegonusa.com E-mail: groupir@aegon.com S-7
CAPITALIZATION The following table sets forth our consolidated capitalization (a) as of September 30, 2009 and (b) as of September 30, 2009, as adjusted to give effect to this offering of senior notes and use of the net proceeds therefrom. It is important that you read this table in conjunction with, and it is qualified by reference to, ‘‘Selected Historical Financial Data’’ and the historical financial statements and related notes in AEGON N.V.’s annual report on Form 20-F for the year ended December 31, 2008, as well as in the information relating to our results for the six months ended June 30, 2009 (the ‘‘Half-Year Report’’) furnished to the SEC on September 23, 2009 on Form 6-K and incorporated by reference in this prospectus, and the information relating to our results for the nine months ending September 30, 2009 furnished to the SEC on November 23, 2009 on Form 6-K and incorporated by reference in this prospectus. The following table uses financial information derived from accounting policies based on IFRS. As of September 30, 2009 Actual Adjusted (unaudited) (in millions of E) Preferred shares par value(1)(2) ..................................... 62 62 Common shares par value(2) ....................................... 208 208 Surplus funds ................................................... 11,379 11,379 Shareholders’ equity ............................................... 11,649 11,649 Convertible core capital securities(1)(3) ................................ 3,000 3,000 Share options .................................................. 63 63 Junior perpetual capital securities .................................... 4,192 4,192 Perpetual cumulative subordinated bonds .............................. 453 453 Minority interest ................................................ 6 6 Group equity .................................................... 19,363 19,363 Trust pass—through securities ....................................... 133 133 Subordinated borrowings .......................................... 8 8 Long term senior borrowings related to insurance activities ................. 1,771 1,771 Short term senior borrowings related to insurance activities ................. 849 849 Cash and cash equivalents minus collateral ............................. (2,819) (3,152) The senior notes offered hereby ..................................... — 333 Total capital base ................................................. 19,305 19,305 (1) Vereniging AEGON holds all of our issued preferred shares and convertible core capital securities. (2) On September 30, 2009, our total authorized share capital consisted of 3,000,000,000 common shares with a par value of A0.12 per share and 1,000,000,000 class A and class B preferred shares, each with a par value of A0.25 per share. At the same date, there were 1,736,049,139 common shares, 211,680,000 class A preferred shares and 35,170,000 class B preferred shares issued. All of our issued shares are fully paid-up. As of September 30, 2009, we held 27,571,680 common shares as treasury shares. On August 19, 2009, we completed an offering of 190,476,191 common shares. In connection with the offering Vereniging AEGON exercised its option to purchase class B preferred shares, and on October 1, 2009, we issued an additional 33,860,000 class B preferred shares to Vereniging AEGON, each with a par value of A0.25. The resulting increase of A8,465,000 in the preferred shares par value is not reflected in this table. (3) On October 29, 2009, we gave notice to redeem A1 billion of our convertible core capital securities. The redemption will be effective on November 30, 2009. This table does not reflect the expected redemption. S-8
Page 1 and 2: IMPORTANT NOTICE IMPORTANT: You mus
Page 3 and 4: TABLE OF CONTENTS Prospectus Supple
Page 5 and 6: OFFERING SUMMARY This summary may n
Page 7 and 8: RISK FACTORS Your investment in the
Page 9: USE OF PROCEEDS We estimate that th
Page 13 and 14: SELECTED HISTORICAL FINANCIAL DATA
Page 15 and 16: DESCRIPTION OF THE SENIOR NOTES The
Page 17 and 18: PAYMENT OF ADDITIONAL AMOUNTS If an
Page 19 and 20: So long as DTC, or its nominee, is
Page 21 and 22: General TAXATION IN THE NETHERLANDS
Page 23 and 24: esident or deemed to be a resident
Page 25 and 26: UNDERWRITING We intend to offer the
Page 27 and 28: (c) to fewer than 100 natural or le
Page 29 and 30: PROSPECTUS AEGON N.V. (a Netherland
Page 31 and 32: FORWARD-LOOKING STATEMENTS The stat
Page 33 and 34: WHERE YOU CAN FIND MORE INFORMATION
Page 35 and 36: A shareholder of a company incorpor
Page 37 and 38: ‘‘special cause,’’ such as
Page 39 and 40: eighteen months effective April 23,
Page 41 and 42: DESCRIPTION OF DEBT SECURITIES The
Page 43 and 44: AEGON N.V. will waive any right to
Page 45 and 46: eneficial interest in a security as
Page 47 and 48: either have been able to avoid the
Page 49 and 50: The limitations described above do
Page 51 and 52: Modification of the Indenture Under
Page 53 and 54: Enforceability of Rights; Governing
Page 55 and 56: time before a specified date. The r
Page 57 and 58: (C) Investment institutions (fiscal
Page 59 and 60: (iii) the holder is an individual a
Page 61 and 62:
which permanent establishment or a
Page 63 and 64:
TAXATION IN THE UNITED STATES This
Page 65 and 66:
The amount of any distribution paid
Page 67 and 68:
determine the amount of income accr
Page 69 and 70:
interest includes stated interest,
Page 71 and 72:
If a U.S. holder recognizes a loss
Page 73 and 74:
Sale, Exchange or Retirement of Sec
Page 75 and 76:
PLAN OF DISTRIBUTION We may sell th
Page 77:
10NOV200520071491 which is the pare
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Prospectus supplement US007924AH66 - Aegon

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