Articles of Association-English - Aegon

Article 42. Meetings of Holders of Shares of a particular Class.
42.1 Meetings of holders of Shares of a particular class will be held whenever the Executive Board or the
Supervisory Board calls such meetings. The provisions of Articles 36 through 41 apply by analogy.
42.2 A meeting of holders of Common Shares B at which all outstanding Common Shares B are represented may,
only pursuant to a proposal by the Executive Board and subject to the approval of the Supervisory Board,
also if the provisions of Article 42.1 have not been observed, pass valid resolutions, provided they are passed
unanimously.
Article 43. Notices and Announcements.
43.1 Notice of General Meetings of Shareholders will be given in accordance with the requirements of law and
the requirements of regulation applicable to the Company pursuant to the listing of its Shares on the stock
exchange of Euronext Amsterdam N.V.
43.2 To the extent permitted by law and the aforementioned regulation, the Company may give notice of meetings
through the website of the Company and/or through other means of electronic public announcement, and to
give notice to Shareholders in writing at the address which the Shareholder has given to the Company for that
purpose. Unless the opposite is evident, the provision of an electronic mail address by a Shareholder to the
Company will constitute evidence of that Shareholder’s consent with the sending of notices electronically.
43.3 The provisions of Articles 43.1 and 43.2 apply by analogy to other announcements, notices and notifications
to Shareholders , and to announcements, notices and notifications to persons with rights as referred to in
Article 15.
Chapter XI. Amendment of the Articles of Association and distribution.
Article 44. Resolution to Amend of Articles of Association and Dissolution.
44.1 The General Meeting of Shareholders may pass a resolution, proposed by the Executive Board, and approved
by the Supervisory Board, to amend the Articles of Association or to dissolve the Company, with an absolute
majority of the votes cast.
Any such proposal must be stated in the notice of the General Meeting of Shareholders.
44.2 In the event of a proposal to the General Meeting of Shareholders to amend the Articles of Association, a
copy of such proposal containing the verbatim text of the proposed amendment will be deposited at the
Company’s office in The Hague and at the office of an “admitted institution” within the meaning of the
General Rules for the Euronext Amsterdam Stock Market, for inspection by any Shareholder, until the end of
the meeting. Furthermore, a copy of the proposal will be made available free of charge to any Shareholder
from the day it was deposited until the day of the meeting.
44.3 A resolution of the General Meeting of Shareholders to amend these Articles of Association which has the
effect of reducing the rights attributable to holders of Shares of a particular class, is subject to approval of
the meeting of holders of Shares of that class.
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