AEGON N.V. is a public company under Dutch law, and it is governed by three corporate bodies: the General Meeting of Shareholders, the Executive Board and the Supervisory Board.

GENERAL MEETING OF SHAREHOLDERS
A General Meeting of Shareholders is held at least once a year to discuss and decide on matters such as the adoption of the annual accounts and the approval of dividends and any appointments to the Executive and Supervisory Boards. Meetings are convened by public notice.

Extraordinary General Meetings of Shareholders may be convened by the Supervisory Board or the Executive Board whenever they are deemed necessary. In accordance with the Articles of Incorporation, requests will generally be honored to add topics to the agenda of a General Meeting of Shareholders when supported by shareholders representing at least 0.1% of the issued common shares.

Every shareholder is entitled to attend the General Meeting of Shareholders and to speak and vote in the meeting, either in person or by proxy granted in writing (including electronically embedded proxies). The participating shareholder must comply with the applicable statutory requirements pertaining to the provision of evidence of shareholder’s status and notification of intention to attend the meeting. When convening General Meeting of Shareholders, the Executive Board can set a record date for determining the entitlement of shareholders to attend and vote at the General Meeting of Shareholders.

As a participant of Stichting Communicatiekanaal Aandeelhouders, a Dutch foundation dedicated to enhancing the communication with and the participation of shareholders at General Meetings of Shareholders, AEGON welcomes the possibility of voting by proxy. Moreover, proxies are solicited from the New York Registry shareholders in accordance with the practice in the United States.

At the General Meeting of Shareholders, each share is entitled to one vote. However, the holder of preferred shares, Vereniging AEGON, is entitled to cast 2.08 votes per preferred share in the event that Vereniging AEGON, in its sole discretion, has determined that a ‘special cause’ has occurred. Each ‘special cause’ is then limited to a period of six months. Reference to Vereniging AEGON is made in this annual report’s financial statements.

At the General Meeting of Shareholders, an absolute majority of the valid votes adopts all resolutions unless a greater majority is required by law or by the Articles of Incorporation.

EXECUTIVE BOARD
The Executive Board, as a body, is charged with the management of the company. Each Board member has an allocation of duties relating to his or her specific areas of interest. The number of Executive Board members and their terms of employment are determined by the Supervisory Board. The members of the Executive Board are appointed by the General Meeting of Shareholders upon nomination by the Supervisory Board.

Members of the Executive Board are eligible for retirement upon reaching the age of 60. Retirement is mandatory at the age of 62. The Articles of Incorporation require the Executive Board to obtain the prior approval of the Supervisory Board for a number of defined resolutions. Additionally, the Supervisory Board may subject other resolutions of the Executive Board to its prior approval.

SUPERVISORY BOARD
The oversight of the management of the Executive Board and of the company’s business and general course of affairs is entrusted to the Supervisory Board, acting as a body with collective responsibility and accountability. The Supervisory Board also assists the Executive Board by giving advice. In performing their duties, the Supervisory Board members shall act in accordance with the interests of the company and its business.

The members of the Supervisory Board are appointed by the General Meeting of Shareholders upon nomination by the Supervisory Board. The Supervisory Board currently consists of ten non-executive members, one of whom is a former member of the Executive Board. Specific issues are prepared and dealt with in committees by the Supervisory Board members. With the goal of attaining a balanced composition of the Supervisory Board, a profile has been drawn up that outlines the required qualifications of its members. Upon reaching the age of 70, a member of the Supervisory Board is no longer eligible for reappointment, except with the approval of the Supervisory Board. The remuneration of the members of the Supervisory Board is fixed by the General Meeting of Shareholders.