Exhibit 99.1
[AEGON LOGO APPEARS HERE]
205722
PRESS RELEASE
AEGON PROPOSES CHANGES TO ITS CORPORATE GOVERNANCE TO INCREASE AUTHORITY OF
SHAREHOLDERS
DUTCH LARGE COMPANY REGIME ABOLISHED; VOTING POWER VERENIGING AEGON
(THE "ASSOCIATION") REDUCED
AEGON N.V. intends to revise its corporate governance and will propose to its
shareholders to abolish the Dutch large company regime (currently applied on a
voluntary basis), to increase the authority of AEGON N.V.'s shareholders.
With the proposed changes AEGON N.V. leaves behind a corporate governance regime
that dates back to the time the company was mainly active in the Netherlands.
AEGON N.V. believes this change is consistent with emerging global best
practices in corporate governance.
The proposal to amend the Articles of Association of AEGON N.V., necessary to
accomplish the intended changes in corporate governance, was sent to
shareholders today.
As announced at the time of publication of the full year results 2002 on
March 6, 2003, the Annual General Meeting of Shareholders will take a decision
regarding the proposed amendments on April 17, 2003.
The proposed changes include the following:
o AEGON N.V. will end its voluntary application of the Dutch large
company regime.
o The General Meeting of Shareholders will have the authority to appoint
or remove members of both the Supervisory Board and of the Executive
Board, which if this takes place other than at the nomination from the
Supervisory Board will require a 2/3rd majority vote in a general
shareholders' meeting representing more than half of AEGON N.V.'s
issued share capital.
o The annual accounts will be adopted by the General Meeting of
Shareholders.
o Since the recapitalization of September 2002 the voting power of the
Association in AEGON N.V. has been 33 percent. In line with what was
announced in September 2002 and subject to the proposed changes to
AEGON N.V.'s corporate governance the Association has agreed to reduce
its voting rights under normal circumstances, based on the general
principle of one vote per common share and one vote per preferred
share.
o The voting rights under normal circumstances will be calculated by
dividing the number of preferred shares and common shares held by the
Association by the total number of voting shares of AEGON N.V. Based on
current numbers, this would amount to 23.6 percent.
o However, in the event of a special cause, such as a hostile takeover
bid, the Association will be entitled to exercise its full voting
rights of 33 percent, based on one vote per common share and 2.08 votes
per preferred share. The full voting rights per preferred share are the
result of the increase of the nominal value per preferred share from 12
eurocent to 25 eurocent and the corresponding reduction of the number
of outstanding preferred shares from 440.000.000 to 211.680.000. As a
result, the economic value and the voting rights of the common shares
and the preferred shares (based on the share price of a common share in
September 2002) will be the same.
o The Association shall determine itself whether a special cause, such as
a hostile takeover bid, exists. The Association will have the right to
exercise the full voting power on its preferred shares for up to six
months per special cause.
o The Association's agreement to limit its voting power with respect to
each preferred share to one vote per share under normal circumstances
will be incorporated in the Preferred Shares Voting Rights Agreement to
be entered into by the Association and AEGON N.V. Through the agreement
the Association will comply with its obligation to disclose how it will
use its full voting power.
o The option currently exercisable by the Association to purchase
additional preferred shares in order to protect it against dilution of
its voting power in AEGON N.V. as a result of a new share
issuance will be adjusted to the new situation through an amendment of
the 1983 Merger Agreement.
o The representation of AEGON N.V. in the board of the Association will
be reduced. The board of the Association will have seven members, two
of whom are appointed by AEGON N.V.
o The changes in AEGON N.V.'s corporate governance will be submitted to
the General Meeting of Shareholders for approval as an integrated
proposal, comprising the amendment to the Articles of Association of
AEGON N.V., the Preferred Shares Voting Rights Agreement and the
Amendment of the 1983 Merger Agreement.
For a further explanation of this press release we would refer to the
attachment. The legal documents - the Articles of Association of AEGON N.V., the
Preferred Shares Voting Rights Agreement and the Amendment of the 1983 Merger
Agreement - relevant to this press release will be published on AEGON N.V.'s
website: www.aegon.com.
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The Hague, 20 March 2003
Inquiries:
AEGON N.V. Group Communications Investor Relations
+ 31 70 344 83 44 + 31 70 344 83 05
For background information on AEGON N.V. please visit the company's web site at
www.aegon.com
Note to the editors (not for publication): Representatives of the media may
attend the Annual General Meeting of Shareholders on April 17, 2003 from 14.00
MET at AEGON N.V.'s headquarters, AEGONplein 50, The Hague. They are kindly
requested to report to Group Communications.
EXPLANATORY NOTES
Since AEGON N.V. was formed through the merger between AGO Holding N.V. and
Ennia N.V. in 1983, AEGON N.V. has applied the so-called large company regime.
This regime was introduced in Dutch corporate law in the early seventies to
apply to large companies in the Netherlands.
The main characteristic of the large company regime is that certain authority,
normally vested with shareholders, is vested with the Supervisory Board. The
Supervisory Board has the right to appoint and remove its own members and the
members of the Executive Board, and to adopt the annual accounts (which are
subsequently approved by the General Meeting of Shareholders).
Although in 1983 AEGON N.V. already had businesses outside the Netherlands, it
was largely a Dutch company at that time, for which the large company regime was
appropriate. During the past twenty years AEGON N.V. has developed into a
leading global life insurance provider, with well over sixty percent of its
activities outside the Netherlands and more than 85 percent of its employees
working outside the Netherlands. Therefore, AEGON N.V. has considered whether
the large company regime is still appropriate for it.
Following internal discussions, AEGON N.V. has decided to propose a number of
changes to its corporate governance, with the purpose to modernize AEGON N.V.'s
corporate governance structure and to give more authority to shareholders. AEGON
N.V. believes these changes to be consistent with emerging global best practices
in corporate governance nowadays.
The changes include:
Large company regime
AEGON N.V. will eliminate its voluntary application of the Dutch large company
regime. The (mitigated) large company regime as a result will be applied at the
level of AEGON The Netherlands.
After elimination of the large company regime, the Supervisory Board of AEGON
N.V. will no longer appoint or remove members of both the Supervisory Board and
of the Executive Board. In the proposed situation the General Meeting of
Shareholders will have the authority to appoint and remove members of both the
Supervisory Board and the Executive Board, which, if this takes place other than
at the nomination from the Supervisory Board, will require a 2/3rd majority vote
in a General Meeting of Shareholders representing over 50 percent of AEGON
N.V.'s issued share capital.
Under the large company regime, a number of resolutions of the Executive Board
are subject to the approval of the Supervisory Board. It is being proposed to
the General Meeting of Shareholders, however, that going forward the Supervisory
Board will continue to have the authority to approve certain major corporate
transactions such as the issuance of shares, forming of joint ventures or the
investment in another company.
The complete list of resolutions subject to Supervisory Board approval has been
included in the proposed new Articles of Association.
Under the large company regime the annual accounts are adopted by the
Supervisory Board and approved by the General Meeting of Shareholders. In the
new situation the annual accounts will be adopted by the General Meeting of
Shareholders.
The Association
Until September 2002, the Association was AEGON N.V.'s major shareholder, owning
approximately 52 percent of AEGON N.V.'s voting power. As a result of the
recapitalization of AEGON and the secondary offering by the Association in
September 2002, the voting power of the Association was reduced as of that date
to 33 percent. The Association currently owns all of the outstanding preferred
shares and approximately twelve percent of the outstanding common shares.
The Association reinvested part of the proceeds of the September 2002 sale in
AEGON N.V. through an increase of paid-in capital on existing AEGON preferred
shares held by the Association. In connection therewith it is proposed to the
General Meeting of Shareholders to reduce the number of outstanding preferred
shares from 440.000.000 to 211.680.000 and to increase the nominal value per
preferred share to 25 eurocent. By doing that, the economic value and the voting
power of the common shares and the preferred shares (based on the share price of
a common share in September 2002) will be the same.
In line with what was announced in September 2002 and subject to the changes
proposed to AEGON N.V.'s corporate governance the Association has agreed to
reduce its voting rights under normal circumstances, based on the general
principle of one vote per common share and one vote per preferred share.
The voting rights under normal circumstances will be calculated by dividing the
number of preferred shares and common shares held by the Association by the
total number of voting shares of AEGON N.V. At present, this is 23.6 percent.
However, in the event of a special cause, such as a hostile takeover bid, the
Association will be entitled to exercise its full voting rights of 33 percent.
This full voting power is based on one vote per common share and 2.08 votes per
preferred share. This full voting power per preferred share is the result of the
increase of the nominal value per preferred share.
The Association's agreement to limit its voting power with respect to each
preferred share to one vote per share under normal circumstances, is
incorporated in the Preferred Shares Voting Rights Agreement between the
Association and AEGON N.V. Through the agreement the Association will comply
with its obligation to disclose how it will use its full voting power.
The Association shall determine itself whether a special cause, such as a
hostile takeover, exists. The Association will have the right to exercise full
voting power on its preferred shares for up to six months per special cause. The
key principle is that the voting rights on the preferred shares will be limited
to one vote per share under normal circumstances. If the Association is of the
opinion that a special cause exists, the Association will communicate this to
the General Meeting of Shareholders. For each special cause the use of the full
voting power will expire six months after this communication and than the voting
rights on the preferred shares will once again be limited to one vote per share.
Pursuant to the 1983 Merger Agreement, the Association has the option to take
additional preferred shares so as to protect the Association against dilution to
below 50 percent as a result of a new share issuance by AEGON N.V. According to
the new situation the anti-dilution protection will be reduced to the level of
33 percent.
Pursuant to this option the Association will have the right to take preferred
shares each time AEGON N.V. issues common shares that would dilute the voting
power of the Association. The Association is entitled to take so many preferred
shares as to avoid dilution of its voting power below 33 percent. Any new
preferred shares issued pursuant to this option will be designated as class B
preferred shares. The existing preferred shares will be designated class A
preferred shares.
The representation of AEGON N.V. in the board of the Association will be
reduced. The board of the Association will have seven members, two of whom are
appointed by AEGON N.V. The current two members of the Supervisory Board of
AEGON N.V. sitting on the board of the Association will resign and terminate
their membership of the Association.
The changes in AEGON N.V.'s corporate governance will be submitted to the
General Meeting of Shareholders for approval as an inclusive proposal,
comprising the amendment to the Articles of Association of AEGON N.V., the
Preferred Shares Voting Rights Agreement and the Amendment of the 1983 Merger
Agreement.
AEGON The Netherlands
The Dutch large company regime will apply AEGON The Netherlands in a mitigated
form.
The Central Works Council has positively advised with regard to the proposed
changes in corporate governance. These changes will have the following effect on
employee participation. A covenant which regulates the consultation structure
between the Executive Board of AEGON N.V. and the Central Works Council already
exists. This covenant will be amended, because it was agreed that, as a result
of the changes in corporate governance, the Central Works Council will be
entitled to recommend one member of the Supervisory Board of AEGON The
Netherlands. With this agreement, AEGON N.V. and the Central Works Council
anticipate a bill already introduced in the Dutch Parliament, as a result of
which the Central Works Council will have enhanced authority regarding the
appointment of Supervisory Board members. Furthermore, it has been agreed that
the Central Works Council will be consulted concerning the nomination of one
member of the Supervisory Board of AEGON N.V.
Statement of Morris Tabaksblat, chairman of the Supervisory Board of AEGON N.V.:
"If shareholders agree to the proposals, AEGON N.V. will have a modern corporate
governance regime, adapted to meet international corporate governance standards,
in which there is a clear role for the Supervisory Board members, for management
and for shareholders. By eliminating the Dutch large company regime, the
influence of shareholders will increase. I am convinced that, with this
modernization, the interests of all parties directly or indirectly involved with
AEGON N.V. will be served equally and fairly".
Statement of Don Shepard, chairman of the Executive Board of AEGON N.V.:
"In 1983, when AEGON was established, a logical choice was made in favor of the
large company regime, since AEGON at that time was largely a Dutch company. Over
the past twenty years AEGON has developed into a leading, multinational life
insurance group. With the coherent set of changes proposed to our shareholders
we will be able to enhance this development. With the new corporate governance
AEGON will keep up with the requirements currently expected of a transparent
multinational corporation".
Statement of Pe Kohnstamm, chairman of the Association AEGON:
"The Association feels entirely comfortable with the forthcoming changes in
AEGON N.V.'s corporate governance. The role of shareholders is completely clear.
We are especially pleased that a good interpretation will be given to the role
of the Association AEGON. We will be able - in accordance with our objectives -
to continue to look after the interests of all stakeholders of AEGON N.V. And
under very special circumstances, we will be able to protect shareholders,
policyholders and staff temporarily, so that management will have the chance to
balance the pros and cons of any opportunities".
Statement of Jan Lautenbach, chairman of the Central Works Council:
"The Central Works Council acknowledges that AEGON has to update its corporate
governance from time to time. I would like to emphasize that the coming changes
are legal in character and will not influence the position of our employees. We
have discussed the proposed changes in all openness and in a harmonious way. We
are satisfied with the final outcome and are pleased with the way employees'
representation at group level is arranged".
Disclaimer
Forward-looking statements
The statements contained in this press release that are not historical facts are
forward-looking statements as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Words such as "believe", "estimate", "intend", "may",
"expect", "anticipate", "predict", "project", "counting on", "plan", "continue",
"want", "forecast", "should", "would", "is confident" and "will" and similar
expressions as they relate to us are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict. We
undertake no obligation to publicly update or revise any forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
All forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from expectations,
including, but not limited to, the following:
o changes in general economic conditions, particularly in the United States,
The Netherlands and the United Kingdom;
o changes in the performance of financial markets, including emerging
markets, including:
- -- the frequency and severity of defaults by issuers in our fixed income
investment portfolios; and
- -- the effects of corporate bankruptcies and/or accounting restatements (such
as Enron and WorldCom) on the financial markets and the resulting decline
in value of equity and debt securities we hold;
o the frequency and severity of insured loss events;
o changes affecting mortality, morbidity and other factors that may affect
the profitability of our insurance products;
o changes affecting interest rate levels;
o changes affecting currency exchange rates, including the euro/US dollar and
euro/UK pound exchange rates;
o increasing levels of competition in the United States, The Netherlands, the
United Kingdom and emerging markets;
o changes in laws and regulations, particularly those affecting our
operations, the products we sell and the attractiveness of certain products
to our consumers;
o regulatory changes relating to the insurance industry in the jurisdictions
in which we operate;
o acts of God, acts of terrorism and acts of war;
o changes in the policies of central banks and/or foreign governments;
o customer responsiveness to both new products and distribution channels;
o competitive, legal, regulatory, or tax changes that affect the distribution
cost of or demand for our products; and
o our failure to achieve anticipated levels of earnings or operational
efficiencies as well as other cost saving initiatives.