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## Committees 

The Supervisory Board also oversees the activities of several of its committees. These committees are composed exclusively of Supervisory Board members and deal with specific issues related to Aegon’s financial accounts, risk management strategy, executive remuneration and appointments. These committees are: 

■ Audit Committee 

■ Risk Committee 

■ Compensation Committee 

■ Nominating Committee 

## Executive Board 

Aegon’s Executive Board is charged with the overall management of the company and is therefore responsible for achieving Aegon’s aims, strategy and associated risk profile, as well as overseeing any relevant sustainability issues and the development of the company’s earnings. Each member has duties related to his or her specific area of expertise. 

Aegon’s Articles of Association determine that for certain decisions the Executive Board must seek prior approval from the Supervisory Board and/or the approval of the General Meeting of Shareholders. In addition hereto, the Supervisory Board may also subject other Executive Board decisions to its prior approval. 

## Composition of the Executive Board 

The Executive Board of Aegon has two members: Alex Wynaendts, who is Chairman of the Executive Board and Chief Executive Officer, and Darryl Button, who is member of the Executive Board and Aegon’s Chief Financial Officer. 

The number of Executive Board members and their terms of employment are determined by the company’s Supervisory Board. Executive Board members are appointed by the General Meeting of Shareholders, following nomination by the Supervisory Board. 

The employment contracts with current members of the Executive Board contain provisions entitling them to severance payments, should their employment be terminated as a result of a merger or takeover. The company’s remuneration policy for the Executive Board limits exit arrangements to a maximum of one year of salary. 

## Management Board 

Aegon’s Executive Board is assisted in its work by the company’s Management Board, which has seven members, including the members of the Executive Board 1 . Aegon’s Management Board is composed of Alex Wynaendts, Darryl Button, Mark Mullin, Marco Keim, Adrian Grace, Gábor Kepecs and Tom Grondin. 

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## Capital, significant shareholders and exercise of control 

As a publicly listed company, Aegon is required to provide the following detailed information regarding any structures or measures that may hinder or prevent a third party from acquiring the company or exercising effective control over it. 

## The capital of the company 

Aegon has authorized capital of EUR 1,080 million, divided into 3 billion common shares and 6 billion common shares B, each with a par value of EUR 0.12. At the end of 2013, a total of 2.131.458.863 common shares and 579.005.440 common shares B had been issued. 

Depository receipts for Aegon shares are not issued with the company’s cooperation. 

Each common share carries one vote. There are no restrictions on the exercise of voting rights by holders of common shares, whether regarding the number of votes or the time period in which they may be exercised. 

All common shares B are held by Vereniging Aegon, the company’s largest shareholder. Their nominal value being equal to the nominal par value of a common share implies that common shares B also carry one vote per share. The voting rights attached to common shares B are subject to restrictions, however, under which Vereniging Aegon may cast one vote for every 40 common shares B it holds in the absence of a Special Cause 2 . 

The financial rights attached to a common share B are one- fortieth (1/40th) of the financial rights attached to a common share. The financial right attached to the shares of both classes are otherwise identical. For the purpose of issuance of shares, reduction of issued capital and the transfer of common shares B, the value or the price of a common share B will be determined as one-fortieth (1/40th ) of the value of a common share. For such purposes, no account will be taken of the difference between common shares and common shares B in terms of the proportion between financial rights and voting rights. 

## Significant shareholdings 

On December 31, 2013, Vereniging Aegon, Aegon’s largest shareholder, held a total of 292.687.444 common shares and 579.005.440 common shares B. 

Under the terms of the 1983 Merger Agreement 3  as amended in May 2013, Vereniging Aegon has the option to acquire additional common shares B. Vereniging Aegon may exercise its call option 

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