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Prospectus supplement US007924AH66 - Aegon

Prospectus supplement US007924AH66 - Aegon

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(C) Investment institutions (fiscale belegginsinstellingen) and exempt investment institutions<br />

(vrijgestelde fiscale beleggingsinstellingen).<br />

A holder that acquires an interest in excess of the thresholds mentioned above is strongly<br />

recommended to consult a professional tax adviser with respect to the Netherlands tax consequences of<br />

an investment in the common shares or debt instruments.<br />

COMMON SHARES OF AEGON N.V.<br />

Dividend tax<br />

Withholding requirement. AEGON N.V. is required to withhold 15% Netherlands dividend tax in<br />

respect of dividends and certain other payments on the common shares including:<br />

(i) distributions in cash or in kind including deemed and constructive proceeds;<br />

(ii) liquidation proceeds, proceeds on redemption of the common shares and, as a rule, the<br />

consideration for the repurchase of the common shares by AEGON N.V. in excess of its<br />

average paid-in capital recognized for Netherlands dividend tax purposes, unless a particular<br />

statutory exemption applies;<br />

(iii) the par value of common shares issued to a holder of the common shares or an increase of<br />

the par value of the common shares, except when the (increase in the) par value of the<br />

common shares is funded out of AEGON N.V.’s paid-in capital as recognized for Netherlands<br />

dividend tax purposes; and<br />

(iv) partial repayments of paid-in capital for tax purposes, if and to the extent there are qualifying<br />

profits (zuivere winst), unless the general meeting of the shareholders of AEGON N.V. has<br />

resolved in advance to make such repayment and provided that the nominal value of the<br />

common shares concerned has been reduced by an equal amount by way of an amendment of<br />

the articles of association and the paid-in capital is recognized as capital for Netherlands<br />

dividend tax purposes.<br />

Residents of the Netherlands. If a holder is a resident of the Netherlands, Netherlands dividend tax<br />

which is withheld with respect to payments on the common shares will generally be creditable for<br />

Netherlands corporate income tax or Netherlands income tax purposes if the holder is the beneficial<br />

owner (as described below) thereof.<br />

Non-residents of the Netherlands. If a holder is a resident of a country other than the Netherlands<br />

and if a treaty for the avoidance of double taxation with respect to taxes on income is in effect between<br />

the Netherlands and that country, and such holder is the beneficial owner (as described below) of the<br />

dividends and certain other payments on the common shares and a resident for the purposes of such<br />

treaty, such holder may, depending on the terms of that particular treaty, qualify for full or partial<br />

relief at source or for a refund in whole or in part of the Netherlands dividend tax.<br />

Beneficial owner. A recipient of dividends and certain other payments on the common shares will<br />

not be entitled to any exemption, reduction, refund or credit of Dutch dividend tax if such recipient is<br />

not considered to be the beneficial owner of such amounts. Such recipient will not be considered the<br />

beneficial owner of such amounts, if, in connection with the amounts received, such recipient has<br />

agreed to pay an amount to another person or legal entity as part of a series of transactions and it is<br />

likely that:<br />

(a) such other person or legal entity would:<br />

(i) not be entitled to an exemption from such dividend tax while the recipient would be<br />

entitled to such exemption; or<br />

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