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A detailed explanation is given below for those instances where AEGON does not fully apply the best practice provisions of the Code. In these few instances, AEGON adheres, as far as possible, to the spirit of the Code. 

Code II.2.8 For members of the Executive Board the Dutch Corporate Governance Code requires that the maximum compensation in the event of dismissal should be one year’s salary, or two years’ salary for cases when one year’s salary would be manifestly unreasonable for a member who is dismissed in his or her fi rst term of offi ce. 

## AEGON’s position on Code II.2.8. 

AEGON is committed to applying this best practice provision to all new Executive Board appointments. This best practice provision is also embedded in the company’s Remuneration Policy for the Executive Board. In accordance with the capital transaction concluded with the Dutch State on December 1, 2008, the more favorable severance payment arrangements in CEO Alex Wynaendts’ employment agreement have been waived and exit arrangements limited to a maximum of one year’s fixed salary. As a result, AEGON is currently in compliance with this provision. Details of Executive Board members’ employment contracts may be found on AEGON’s corporate website. 

Code II.3.3 The Code recommends that a member of the Executive Board should not take part in discussions or decision-making related to a subject or a transaction in which he or she has a confl ict of interest. 

## AEGON’s position on Code II.3.3. 

AEGON’s CEO and CFO are members of the Executive Committee of the company’s largest shareholder, Vereniging AEGON. This may be construed as a conflict of interest. However, under Vereniging AEGON’s Articles of Association, AEGON’s CEO and CFO are specifically excluded from voting on issues directly related to AEGON or their position within it. AEGON’s Supervisory Board holds the view that, given the historic relationship between AEGON and Vereniging AEGON, it would not be in the company’s best interests to prevent them participating in discussions and decision-making related to Vereniging AEGON. For this reason, a protocol has been drawn up authorizing the CEO and CFO to continue their existing practice with respect to their dealings with Vereniging AEGON. The text of this protocol is available on AEGON’s website. 

A number of documents relating to corporate governance may be found on AEGON’s website (www.aegon.com). These include: 

■ Articles of Association 

■ AEGON’s Corporate Governance Statement 

■ Employment agreements for members of the Executive Board 

■ Remuneration Policies, Executive Board and Supervisory Board 

■ Appointment schedules, Executive Board and Supervisory Board 

■ Charters for Executive Board, Management Board, Supervisory Board and Supervisory Board Committees 

■ Protocol Vereniging AEGON – AEGON N.V. 

■ Transactions AEGON N.V. – Vereniging AEGON 

■ Amended Merger Agreement 

■ Preferred Shares Voting Rights Agreement 

■ The New York Stock Exchange Listing Standards 

Code IV.1.1 The Dutch Corporate Governance Code states that the General Meeting of Share-holders may cancel the binding nature of nominations for the appointment of members to the Executive and Supervisory Boards with an absolute majority of votes and a limited quorum. 

## AEGON’s position on Code IV.1.1. 

AEGON’s Articles of Association provide for a larger majority and a higher quorum than those advocated by the Code. Given that the company has no specific anti-takeover measures, the current system is deemed appropriate within the context of the 1983 Merger Agreement  under which AEGON was formed. However, to mitigate any possible negative effects from this, the Supervisory Board has decided that, in the absence of any hostile action, it will only make nominations for appointment of members to the Executive and Supervisory Boards that are non-binding in nature. 

## Corporate Governance Statement 

Generally, AEGON applies the best practice provisions set out in the Code. For an extensive review of AEGON’s compliance with the Code, please refer to the Corporate Governance Statement on AEGON’s corporate website (www.aegon.com). 

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