Articles of Association-English - Aegon

Articles of Association-English - Aegon Articles of Association-English - Aegon

12.11.2014 Views

Chapter II. Name, official seat and objects. Article 2. Name and Official Seat. 2.1 The Company’s name is: Aegon N.V. 2.2 The official seat of the Company is in The Hague. Article 3. Objects. 3.1 The objects of the Company are to incorporate, to acquire and alienate shares and interests in, to finance, to grant security for obligations of, to enter into general business relationships with, to manage, and to 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. 3.2 In achieving the aforesaid objects due regard will 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 the Company. Chapter III. Authorized capital, share, share certificates and register of shareholders. Article 4. Authorized Capital and Shares. 4.1 The authorised capital of the Company amounts to one billion eighty million euro (EUR 1,080,000,000). 4.2 The authorised capital is divided into nine billion (9,000,000,000) Shares, each having a nominal value of twelve eurocents (EUR 0.12), divided into classes as follows: - six billion (6,000,000,000) Common Shares; and - three billion (3,000,000,000) Common Shares B. 4.3 All Shares will be registered Shares. 4.4 The financial rights attaching to a Common Share B are one-fortieth (1/40th) of the financial rights attaching to a Common Share; the financial rights attaching to the Shares of both classes are otherwise identical. The value or price of a Common Share B, for the purpose of Article 9.7, Article 13, Article 14A.3 or otherwise, will be determined as one-fortieth (1/40th) of the value or price 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. Article 5. Share Certificates. 5.1 The Executive Board may resolve that Share certificates will be made available for Common Shares and/or Common Shares B. 5.2 The Share certificates of Shares will not be provided with dividend sheets. They will be made available on such conditions and for such numbers of Shares as the Executive Board will determine. 5.3 The Executive Board will determine the form and contents of the Share certificates with due observance of the provisions of these Articles of Association. 5.4 Each Share certificate will bear information identifying it as a Share certificate of a Common Share or of a Common Share B, and allowing it to be distinguished from other Share certificates. Share certificates will be signed by an Executive Board member and a Supervisory Board member, whose signatures may be in facsimile. 5.5 The Executive Board can provide that certificates of Shares will also be signed by one or more persons designated for this purpose by the Executive Board. 3

Article 6. Exchange of Share Certificates. 6.1 At the request of the Shareholder: (a) certificates for Shares will be exchanged for certificates for Shares of different values whose total will together be the same as the Shares of the same kind; and (b) certificates of Shares will be issued or taken back by the Company, the original entry in the register being maintained, all of this being subject to the provisions in these Articles of Association. 6.2 The Executive Board may provide that the request must be made by the completing and signing of a form to be made available by the Company. 6.3 The transactions mentioned in Article 6.1 will be performed free of charge. 6.4 The transactions mentioned in Article 6.1 will not be performed until the Share certificates to be surrendered or exchanged, as the case may be, have been returned, with any appurtenant documents relating to such Share certificates. Article 7. Duplicates of Share Certificates. 7.1 If one or more Share certificates are lost or have been damaged, stolen or destroyed, the Executive Board may, in accordance with conditions to be determined by it, issue duplicates of Share certificates. 7.2 The issue of such duplicates will render the corresponding original documents null and void in respect of the Company. Article 7A. Deposit Shares. 7A.1 A Common Share will be designated a Deposit Share by means of transfer or issuance to Euroclear-Nederland or an institution associated with Euroclear-Nederland, together with a written statement indicating that the Share is a Deposit Share. The Deposit Share will be registered in the Company’s register of Shareholders in the name of Euroclear-Nederland or the institution associated with Euroclear-Nederland concerned, together with a written statement indicating that the Share is a Deposit Share. 7A.2 Euroclear-participants will not be registered in the Company’s register of Shareholders. 7A.3 Deposit Shares cannot be delivered to Euroclear-participants, unless the Executive Board has given its consent thereto. The Executive Board will grant such consent in any event if the relevant request for delivery is made by a person who, as a result of the delivery, would become a direct holder of at least one per cent (1%) of the issued capital of the Company or who, as a result of the delivery, would increase such holding. 7A.4 The transfer of a Euroclear-participant’s book-entry rights in respect of Deposit Shares will be effected in accordance with the provisions of the Act on deposit securities transactions. The same applies to the creation of a right of pledge and the creation or transfer of a usufruct in such book-entry rights. Article 8. Register of Shareholders. 8.1 A register of Shares will be kept by or on behalf of the Company. The register may consist of various parts which may be kept in different places and each may be kept in more than one copy and in more than one place as determined by the Executive Board. The register will be kept up to date. In the register will be entered the names and the addresses referred to in Article 8.2 of all the holders of Shares, the amount paid on each Share and such other particulars as the Executive Board may determine. The entries in the register, as well as the amendments thereof, will be certified in a manner to be prescribed by the Executive Board. Article 2:85 of the Dutch Civil Code will apply to the register of Shareholders. 8.2 Every holder of a Share as well as each usufructuary and each pledgee of a Share is obliged to furnish its name and address to the Company in writing. 8.3 The Executive Board will set rules with respect to the signing of registrations and entries in the register of Shareholders. 4

Chapter II. Name, <strong>of</strong>ficial seat and objects.<br />

Article 2. Name and Official Seat.<br />

2.1 The Company’s name is:<br />

<strong>Aegon</strong> N.V.<br />

2.2 The <strong>of</strong>ficial seat <strong>of</strong> the Company is in The Hague.<br />

Article 3. Objects.<br />

3.1 The objects <strong>of</strong> the Company are to incorporate, to acquire and alienate shares and interests in, to finance, to<br />

grant security for obligations <strong>of</strong>, to enter into general business relationships with, to manage, and to grant<br />

services to, legal entities and other entities, in particular those involved in the insurance business, and to do<br />

all that is connected therewith or which may be conducive thereto, all to be interpreted in the broadest sense.<br />

3.2 In achieving the aforesaid objects due regard will be taken, within the scope <strong>of</strong> sound business operations, to<br />

provide fair safeguards for the interests <strong>of</strong> all the parties directly or indirectly involved in the Company.<br />

Chapter III. Authorized capital, share, share certificates and register <strong>of</strong> shareholders.<br />

Article 4. Authorized Capital and Shares.<br />

4.1 The authorised capital <strong>of</strong> the Company amounts to one billion eighty million euro (EUR 1,080,000,000).<br />

4.2 The authorised capital is divided into nine billion (9,000,000,000) Shares, each having a nominal value <strong>of</strong><br />

twelve eurocents (EUR 0.12), divided into classes as follows:<br />

- six billion (6,000,000,000) Common Shares; and<br />

- three billion (3,000,000,000) Common Shares B.<br />

4.3 All Shares will be registered Shares.<br />

4.4 The financial rights attaching to a Common Share B are one-fortieth (1/40th) <strong>of</strong> the financial rights attaching<br />

to a Common Share; the financial rights attaching to the Shares <strong>of</strong> both classes are otherwise identical. The<br />

value or price <strong>of</strong> a Common Share B, for the purpose <strong>of</strong> Article 9.7, Article 13, Article 14A.3 or otherwise,<br />

will be determined as one-fortieth (1/40th) <strong>of</strong> the value or price <strong>of</strong> a Common Share. For such purposes,<br />

no account will be taken <strong>of</strong> the difference between Common Shares and Common Shares B in terms <strong>of</strong> the<br />

proportion between financial rights and voting rights.<br />

Article 5. Share Certificates.<br />

5.1 The Executive Board may resolve that Share certificates will be made available for Common Shares and/or<br />

Common Shares B.<br />

5.2 The Share certificates <strong>of</strong> Shares will not be provided with dividend sheets. They will be made available on<br />

such conditions and for such numbers <strong>of</strong> Shares as the Executive Board will determine.<br />

5.3 The Executive Board will determine the form and contents <strong>of</strong> the Share certificates with due observance <strong>of</strong><br />

the provisions <strong>of</strong> these <strong>Articles</strong> <strong>of</strong> <strong>Association</strong>.<br />

5.4 Each Share certificate will bear information identifying it as a Share certificate <strong>of</strong> a Common Share or <strong>of</strong> a<br />

Common Share B, and allowing it to be distinguished from other Share certificates. Share certificates will<br />

be signed by an Executive Board member and a Supervisory Board member, whose signatures may be in<br />

facsimile.<br />

5.5 The Executive Board can provide that certificates <strong>of</strong> Shares will also be signed by one or more persons<br />

designated for this purpose by the Executive Board.<br />

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