Prospectus supplement US007924AH66 - Aegon

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The information contained in this prospectus, as well as information incorporated by reference, is current only as of the date of that information. Our business, financial condition, results of operations and prospects may have changed since that date. AFC does not, and will not, file separate reports with the SEC. FINANCIAL INFORMATION Except as otherwise noted, we present the financial statement amounts in this prospectus and in the documents incorporated by reference in this prospectus in accordance with International Financial Reporting Standards as adopted by the European Union and International Financial Reporting Standards as issued by the International Accounting Standards Board (‘‘IFRS’’). We have derived the financial data in this prospectus presenting year-end figures from our audited consolidated financial statements. We have derived all financial data in this prospectus presenting interim figures from unaudited financial statements. As used in this prospectus, ‘‘dollar’’, ‘‘USD’’ and ‘‘$’’ refer to the U.S. dollar and ‘‘euro,’’ ‘‘EUR’’ and ‘‘A’’ refers to the unified currency that was introduced in connection with the European Economic and Monetary Union in the Netherlands and the other participating member states of the European Union on January 1, 1999. ENFORCEMENT OF CIVIL LIABILITIES AEGON N.V. is a Dutch company located in the Netherlands. Many of our directors and officers are residents of the Netherlands or countries other than the United States. In addition, although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers are located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the civil liability provisions of the U.S. Federal securities laws: • to effect service of process within the United States upon AEGON N.V. and our directors and officers located outside the United States; • to enforce in U.S. courts or outside the United States judgments obtained against those persons in U.S. courts; • to enforce in U.S. courts judgments obtained against those persons in courts in jurisdictions outside the United States; and • to enforce against those persons in the Netherlands, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil liabilities based solely upon U.S. Federal securities laws. The United States and the Netherlands do not currently have a treaty providing for reciprocal recognition and enforcement of judgments in civil and commercial matters, except arbitration awards. Therefore, a final judgment for the payment of money rendered by any federal or state court in the United States based on civil liability, whether or not based solely upon the federal securities laws, would not be directly enforceable in the Netherlands. However, if the party in whose favor a final judgment is rendered brings a new suit in a competent court in the Netherlands, such party may submit to the Dutch court the final judgment that has been rendered in the United States. If the Dutch court finds that the jurisdiction of the federal or state court in the United States has been based on grounds that are internationally acceptable and that proper legal procedures have been observed, the court in the Netherlands would, in principle, give binding effect to the final judgment that has been rendered in the United States unless such judgment contravenes Dutch public policy. 6
A shareholder of a company incorporated under the laws of the Netherlands cannot sue individual members of the supervisory board or executive board derivatively; that is, in the name of and for the benefit of AEGON N.V. Moreover, under Dutch law, the duties owed by members of the AEGON Supervisory Board and AEGON Executive Board are owed primarily to AEGON N.V., not to our shareholders. This may limit the rights of the shareholders of a Dutch company to sue members of its supervisory or executive boards. Dutch law does not specifically provide for class action suits, such as a suit by one shareholder for his benefit and the benefit of others similarly situated against a company or its supervisory or executive directors. USE OF PROCEEDS Unless otherwise set forth in the related prospectus supplement or, if applicable, the pricing supplement, we intend to use the proceeds from the sale of securities offered through this prospectus for general corporate purposes, which include financing our operations, debt repayment and refinancing, capital expenditures and acquisitions. The specific purpose of any individual issuance of securities will be described in the related prospectus supplement. RATIOS OF EARNINGS TO FIXED CHARGES The following table sets forth our ratio of earnings to fixed charges for each of the periods indicated using financial information calculated in accordance with IFRS. Three Months Ended March 31, Year Ended December 31, 2008 2007 2007 2006 2005 2004 1.2 1.9 1.7 2.0* 1.7* 1.8* * All information for 2006, 2005 and 2004 has been adjusted to reflect a change in accounting principles relating to guarantees at AEGON The Netherlands. Please refer to Note 18.2 to our consolidated financial statements for further information. For purposes of determining the ratio of earnings to fixed charges, earnings is defined as income before tax plus fixed charges and less dividends on preferred shares and interest on perpetual capital securities. Fixed charges are calculated by adding (1) interest expensed and capitalized, (2) amortized premiums, discounts and capitalized expenses related to indebtedness, (3) interest on fixed annuities, guaranteed investment contracts and savings accounts, (4) dividends on preferred shares and (5) interest on perpetual capital securities. 7
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 and 10: USE OF PROCEEDS We estimate that th
Page 11 and 12: CAPITALIZATION The following table
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: WHERE YOU CAN FIND MORE INFORMATION
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

Prospectus supplement US007924AH66 - Aegon

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