AEGON uses shareholders’ circulars to inform the shareholders about the facts and circumstances relevant to upcoming proposals. Shareholders’ circulars may take the form of an appropriate written explanation to the agenda of the General Meeting of Shareholders. Shareholders’ circulars are in any event published in those instances where shareholders’ approval is prescribed (including delegations or authorizations requested from the General Meeting of Shareholders). [IV.3.7] 

As a general rule, the report of the General Meeting of Shareholders shall be made available, on request, to the shareholders not later than three months after the meeting. Shareholders will be given three months to react to the report prior to its adoption in accordance with the Articles of Incorporation by the chairman of the General Meeting of Shareholders and the secretary appointed by the chairman for that purpose. The report will be posted on AEGON’s website www.aegon.com. [IV.3.8] 

## RESPONSIBILITY OF INSTITUTIONAL INVESTORS 

In addition to AEGON’s responsibility to its shareholders and other stakeholders, the company also is an institutional investor. As such, in deciding whether to exercise its rights as a shareholder of other listed companies AEGON acts primarily in the interest of its policyholders and other ultimate beneficiaries of its products whilst giving due regard to the responsibility to the ultimate beneficiaries and investors in the companies in which it has invested. [IV.4] 

In compliance with local Codes of Conduct applicable to institutional investors, AEGON’s country units in the United States and the United Kingdom have detailed policies in place in relation to their exercise of the voting rights attaching to the shares held by them. It is the intention of AEGON Nederland N.V. to publish on its Dutch website, www.aegon.nl, its existing policies regarding the exercise of the voting rights attaching to the shares held by AEGON Nederland N.V. in Dutch listed companies. In addition, starting in 2005 it is intended that a report on how this policy was implemented in any given financial year is published on the website of AEGON Nederland N.V. A record of whether, and if so, how AEGON Nederland N.V. has voted as shareholder in General Meetings of Shareholders of Dutch listed companies shall be published on its website. This record shall be updated at least on a quarterly basis. [IV.4.1; IV.4.2; IV.4.3] 

## AUDIT OF THE FINANCIAL REPORTING AND THE POSITION OF THE INTERNAL AUDITOR FUNCTION AND THE INDEPENDENT AUDITOR 

## FINANCIAL REPORTING 

Following the adoption of the Sarbanes-Oxley Act by the United States Congress, AEGON undertook in 2002 and 2003 a thorough review of its internal procedures relating to the composition, preparation and publication of its financial reporting. The Executive Board is confident that the internal procedures set up for this purpose allow major financial information to be delivered to the Executive Board in an orderly and timely fashion. The Executive Board is receiving the financial information from the country units directly. The Supervisory Board, acting primarily through the Audit Committee, is supervising the compliance with these internal procedures and the external information. Specific regulations dealing with the internal control function have been documented in the charter of the Audit Committee and the attachments thereto. [V.1; V.1.1; V.1.2; V.1.3] 

## ROLE, APPOINTMENT, REMUNERATION AND ASSESSMENT OF THE FUNCTIONING OF THE INDEPENDENT AUDITOR 

Based on its charter, the Audit Committee of the Supervisory Board has determined the extent of the involvement of the independent auditor in the preparation and publication of financial reports (other than the annual accounts) in addition to setting up a pre-approval procedure for any additional (non- audit) services that may be rendered by the independent auditor to the company. [V.2] 

The independent auditor is yearly appointed by the shareholders at the annual General Meeting of Shareholders. The shareholders will be given the possibility to question the independent auditor at the General Meeting of Shareholders in relation to his statement on the fairness of the annual accounts. [V.2; V.2.1] 

The Executive Board and the Audit Committee report annually to the Supervisory Board on their dealings with the independent auditor, particularly assessing its independence. At least every four years the Audit Committee and the Supervisory Board conduct a thorough assessment of the functioning of the independent auditor. The findings of this assessment will be shared with the General Meeting of Shareholders for the purposes of its deliberations on the annual appointment of the independent auditor. [V.2.2; V.2.3] 

