Commission Decision of 29/04/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6848 - AEGON / SANTANDER / SANTANDER VIDA / SANTANDER GENERALES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

• Published date: 29 April 2013
• Subject Matter: Competition,Concentrations between undertakings

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32013M6848

Commission Decision of 29/04/2013 declaring a concentration to be compatible with the common market (Case No COMP/M.6848 - AEGON / SANTANDER / SANTANDER VIDA / SANTANDER GENERALES) according to Council Regulation (EC) No 139/2004 (Only the English text is authentic)

|EUROPEAN COMMISSION |

In the published version of this decision, some information has been omitted pursuant to Article 17(2) of Council Regulation (EC) No 139/2004 concerning non-disclosure of business secrets and other confidential information. The omissions are shown thus […]. Where possible the information omitted has been replaced by ranges of figures or a general description. Brussels, 29/4/2013 C(2013) 2597

PUBLIC VERSION

MERGER PROCEDURE ARTICLE 6(1)(b) DECISION

To the notifying parties

Dear Sir/Madam,

Subject: Case No COMP/M.6848 – AEGON / SANTANDER / SANTANDER VIDA / SANTANDER GENERALES Commission decision pursuant to Article 6(1)(b) of Council Regulation No 139/2004 [1]

(1) On 27 March 2013, the European Commission received a notification of a proposed concentration pursuant to Article 4 of Council Regulation (EC) No 139/2004 ("the Merger Regulation") by which the undertaking Aegon Spain Holding B.V. ("Aegon Spain"), ultimately controlled by Aegon N.V. (the "Aegon", the Netherlands) and Santander Seguros y Reaseguros, Compania Aseguradora, S.A. ("Santander Seguros", Spain), ultimately controlled by Banco Santander SA ("Banco Santander", Spain), jointly referred to as "the Notifying Parties", acquire within the meaning of Article 3(1)(b) of the Merger Regulation joint control over Santander Vida and Santander Generales by way of purchase of shares (the "proposed transaction") [2] .

(2) The Notifying Parties together with Santander Vida and Santander Generales are referred as " the Parties".

1. THE PARTIES

(3) Aegon Spain is active in the life insurance and non-life insurance (including accident and health insurance) sectors in Spain. Aegon Spain belongs to Aegon Group of insurance companies headed by the parent company, Aegon N.V. Aegon Group's activities include asset management, insurance, pension and related products. Aegon Group is active worldwide, mainly in the United States, the Netherlands and the United Kingdom. Aegon Spain also participates in certain banc-assurance joint venture agreements with other Spanish savings banks. [3]

(4) Santander Seguros is active in the life and non-life insurance markets and insurance distribution in Spain. It belongs to Santander Group, which is ultimately controlled by Banco Santander, active in commercial banking, retail banking, corporate banking, investment banking, asset management and treasury in Spain, the United Kingdom, some other European countries as well as in North and South America.

(5) Santander Vida and Santander Generales (jointly referred to as the "JVs") will be active in the Spanish life and non-life insurance markets respectively.

2. THE OPERATION

(6) On […], the Notifying Parties signed a Sale and Purchase Agreement ("SPA") whereby Aegon Spain acquired 51% of the share capital of the JVs. The JVs were previously solely controlled by Santander Seguros. The Notifying Parties also signed an Alliance and Shareholders' agreement ("SHA"), to regulate their relationship as shareholders of the JVs.

(7) In parallel, the Notifying Parties signed a number of agreements relevant for the operation of the JVs, namely:

(a) an Insurance Distribution Agency Agreement ("Agency Agreement") signed on the same day between the JVs and Santander Mediación Operador de Banca Seguros Vinculado, S.A. ("Santander Mediación") concerning the distribution of life and non-life insurance products of Santander Vida and Santander Generales through the commercial networks of Banco Santander, Banco Español de Crédito, S.A. ("Banesto"), Openbank, S.A. (Openbank") and Banco Banif, S.A. ("Banif"); and

(b) "Portofolio Assignment Agreements" whereby Santander Seguros assigned to Santander Vida and Santander Generales part of their insurance business.

3. THE CONCENTRATION

3.1 Joint control

(8) The Notifying Parties submit that they will have joint control over the JVs. SHA provides that the decisions at the JVs' Shareholders' Meetings will require the favourable vote of absolute majority of the represented share capital.

(9) The JVs' Boards of Directors will each have eight Directors; Aegon Spain and Santander Seguros will each appoint half of the Board's members. The chairman of the Board of Directors will be...