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## Additional company information 

## Memorandum and Articles of Association 

Aegon is registered under number 27076669 in the Commercial Register of the Chamber of Commerce and Industries for Haaglanden, The Hague, the Netherlands. 

Certain provisions of Aegon’s current Articles of Association are discussed below. 

## Objects and purposes 

■ The objects of Aegon are to incorporate, acquire and alienate shares and interests in, to finance and grant security for commitments of, to enter into general business relationships with, and to manage and grant services to legal entities and other entities, in particular those involved in the insurance business, and to do all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense. 

■ In achieving the aforesaid objects due regard shall be taken, within the scope of sound business operations, to provide fair safeguards for the interests of all the parties directly or indirectly involved in Aegon. 

## Provisions related to directors 

For information with respect to provisions in the Articles of Association relating to members of the Supervisory Board and Executive Board, refer to the Governance section (pages 93-115). 

## Description of Aegon’s capital stock 

Aegon has two types of shares: Common shares (par value EUR 0.12) and Common shares B (par value EUR 0.12). 

## Common characteristics of the common shares and common shares B 

■ All shares are in registered form. 

■ All shares have dividend rights except for those shares (if any) held by Aegon as treasury stock. Dividends which have not been claimed within five years lapse to Aegon. 

■ Each currently outstanding share is entitled to one vote except for shares held by Aegon as treasury stock. There are no upward restrictions. 

■ However, under normal circumstances, i.e. except in the event of a Special Cause, Vereniging Aegon will no longer be able to exercise more votes than is proportionate to the financial rights represented by its shares. This means that in the absence of a Special Cause Vereniging Aegon may cast one vote for every common share it holds and one vote only for every 40 common shares B it holds. As “Special Cause” qualifies the acquisition of a 15% interest in Aegon N.V., a tender offer for Aegon N.V. shares or a proposed business combination by any person or group of persons, whether individually or as a group, other than in a transaction approved by the Executive Board and the Supervisory Board. If, in its sole discretion, Vereniging Aegon determines that a Special Cause has occurred, Vereniging Aegon will notify the General Meeting of Shareholders and retain its right to exercise the full voting power of one vote per common share B for a limited period of six months 

■ All shares have the right to participate in Aegon’s net profits. Net profits is the amount of profits after contributions, if any, to a reserve account. 

■ In the event of liquidation, all shares have the right to participate in any remaining balance after settlement of all debts. 

■ The General Meeting of Shareholders may, at the proposal of the Executive Board, as approved by the Supervisory Board, resolve to reduce the outstanding capital either by (i) repurchasing shares and subsequently canceling them, or (ii) by reducing their nominal share value. 

■ There are no sinking fund provisions. 

■ All issued shares are fully paid-up; so there is no liability for further capital calls. 

■ There are no provisions discriminating against any existing or prospective holder of shares as a result of such shareholder owning a substantial number of shares. 

## Differences between common shares and common shares B 

■ The common shares are listed; the common shares B are not listed. 

■ The financial rights attaching to a Common Share B are one-fortieth (1/40th) of the financial rights attaching to a Common Share. 

■ A repayment on common shares B needs approval of the holders of common shares B. 

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