TABLE OF CONTENTS Page IMPORTANT INFORMATION .................................................................................................. TERMS AND CONDITIONS OF THE ADDITIONAL SECURITIES...................................... UPDATED BUSINESS DESCRIPTION OF AEGON N.V......................................................... SUPPLEMENTAL GENERAL INFORMATION........................................................................ 3 5 6 32 2
IMPORTANT INFORMATION Responsibility The Issuer accepts responsibility for the information contained in this <strong>Supplemental</strong> Offering Circular. To the best of the knowledge and belief of the Issuer (having taken all reasonable care to ensure that such is the case) the information contained in this <strong>Supplemental</strong> Offering Circular is in accordance with the facts and does not omit anything likely to affect the import of such information. The Issuer, having made all reasonable enquiries, confirms that the Original Offering Circular as supplemented by this <strong>Supplemental</strong> Offering Circular (the Original Offering Circular as so supplemented, the “Offering Circular”) contains or incorporates all information which is material in the context of the Additional Securities, that the information contained or incorporated in the Offering Circular is true and accurate in all material respects and is not misleading, that the opinions and intentions expressed in the Offering Circular are honestly held and that there are no other facts the omission of which would make the Offering Circular or any such information or the expression of any such opinions or intentions misleading. The Issuer accepts responsibility accordingly. No person has been authorised to give any information or to make any representation other than those contained in this document in connection with the <strong>offering</strong> of the Additional Securities and, if given or made, such information or representations must not be relied upon as having been authorised by the Issuer, the Trustee or the Managers. Neither the delivery of this document nor any sale made hereunder shall, under any circumstances, constitute a representation or create any implication that there has been no change in the affairs of the Issuer or the Issuer and its subsidiaries (together the “Group”) since the date hereof. This document does not constitute an offer of, or an invitation by, or on behalf of, the Issuer, the Trustee or the Managers to subscribe for, or purchase, any of the Additional Securities. This document does not constitute an offer, and may not be used for the purpose of an offer to, or a solicitation by, anyone in any jurisdiction or in any circumstances in which such an offer or solicitation is not authorised or is unlawful. Neither the Managers nor the Trustee have separately verified the information contained herein. Accordingly, no representation, warranty or undertaking, express or implied, is made and no responsibility or liability is accepted by the Managers, the Trustee or any of them as to the accuracy or completeness of the information contained in the <strong>Supplemental</strong> Offering Circular or any other information provided by the Issuer in connection with the Additional Securities or their distribution. Incorporation by Reference The following documents shall be deemed to be incorporated in, and to form part of, this <strong>Supplemental</strong> Offering Circular: (a) (b) (c) (d) the publicly available annual report and the annual accounts of the Issuer in respect of the financial year ended 31 December, 2003 , 2002 and 2001 respectively; the press release dated 12 August, 2004 relating to the financial results of the Issuer for the six months ended 30 June, 2004; the Articles of Association (statuten) of the Issuer as in force on the date of this Offering Circular; the 1983 Merger Agreement between the Issuer and Vereniging AEGON as amended by agreement dated 26 May, 2003; (e) the Preferred Shares Voting Rights Agreement between the Issuer and Vereniging AEGON dated 26 May, 2003; and (f) the Original Offering Circular. Offering and Selling Restrictions This <strong>Supplemental</strong> Offering Circular is not intended to provide the basis of any credit or other evaluation and should not be considered as a recommendation by the Issuer or the Managers that any recipient of this 3
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