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Supplemental offering circular EUR 450,000,000 perpetual ... - Aegon

Supplemental offering circular EUR 450,000,000 perpetual ... - Aegon

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TERMS AND CONDITIONS OF THE ADDITIONAL SECURITIES<br />

The Additional Securities will be constituted by the <strong>Supplemental</strong> Trust Deed (as defined below). The issue<br />

of the Additional Securities was authorised pursuant to resolutions of the Executive Board of the Issuer<br />

passed on 9 September 2004. The Additional Securities will be subject to the same Terms and Conditions as<br />

contained in the Original Offering Circular, as amended by the provisions stated below. Copies of the<br />

<strong>Supplemental</strong> Trust deed and the <strong>Supplemental</strong> Agency Agreement are available for inspection during<br />

normal business hours by the holders of the Additional Securities at the registered office of the Trustee, being<br />

at Frederik Roeskestraat 123, 1076 EE Amsterdam and at the specified office of each of the Paying Agents.<br />

The holders of the Additional Securities are entitled to the benefit of, are bound by, and are deemed to have<br />

notice of, all the provisions of the Trust Deed, the <strong>Supplemental</strong> Trust Deed, the Agency Agreement and the<br />

<strong>Supplemental</strong> Agency Agreement applicable to them.<br />

In respect of the Additional Securities only, the definitions contained in condition 19 of the Terms and<br />

Conditions set out in the Original Offering Circular shall be amended as follows:<br />

‘Additional <strong>EUR</strong> Capital Securities’ means the Euro <strong>450</strong>,<strong>000</strong>,<strong>000</strong> Perpetual Capital Securities<br />

‘Additional USD Capital Securities’ means the USD 250,<strong>000</strong>,<strong>000</strong> Perpetual Capital Securities<br />

‘Additional Securities’ means the Additional <strong>EUR</strong> <strong>450</strong>,<strong>000</strong>,<strong>000</strong> Capital Securities and the Additional USD<br />

250,<strong>000</strong>,<strong>000</strong> Capital Securities;<br />

‘Agency Agreement’ means the Agency Agreement as supplemented and amended by the <strong>Supplemental</strong><br />

Agency Agreement;<br />

‘Consolidation Date’ means 24 November 2004, being the date that is 40 days after the Issue Date of the<br />

Additional Securities as from which date the Additional <strong>EUR</strong> Capital Securities will be consolidated and<br />

form a single series with the <strong>EUR</strong> Capital Securities and the Additional USD Capital Securities will be<br />

consolidated and form a single series with the USD Capital Securities;<br />

‘Coupon Payment Date’ means 15 October, 15 January, 15 April and 15 July, in each year, starting 15<br />

January 2005;<br />

‘Issue Date’ means 15 October 2004;<br />

‘Original Securities’ means the <strong>EUR</strong> 500,<strong>000</strong>,<strong>000</strong> Perpetual Capital Securities and the USD 250,<strong>000</strong>,<strong>000</strong><br />

Perpetual Capital Securities;<br />

‘<strong>Supplemental</strong> Agency Agreement’ means the supplemental agency agreement dated 13 October 2004<br />

between the Issuer, the Trustee and the Paying Agents relating to the Additional Securities which<br />

supplements the Agency Agreement dated 15 July 2004 between the Issuer, the Trustee and the Paying<br />

Agents relating to the Original Securities;<br />

‘<strong>Supplemental</strong> Trust Deed’ means the supplemental trust deed to be dated 13 October 2004 between the<br />

Issuer and the Trustee relating to the Additional Securities, which supplements the Trust Deed dated 15 July,<br />

2004 between the Issuer and the Trustee relating to the Original Securities;<br />

‘Trust Deed’ means the Trust Deed as supplemented and amended by the <strong>Supplemental</strong> Trust Deed.<br />

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