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Resolution of the extraordinary general meeting of shareholders

The Hague, May 9, 2003

Aegon N.V.’s proposal to change its corporate governance and to end its voluntary application of the Dutch large company regime was approved today by shareholders in an Extraordinary General Meeting of Shareholders.

In the new corporate governance structure the General Meeting of Shareholders will have the authority to appoint or remove members of both the Supervisory Board and of the Executive Board. A resolution of the General Meeting of Shareholders to appoint a person that has not been nominated by the Supervisory Board or to remove a member of the Supervisory Board or the Executive Board other than pursuant to a proposal by the Supervisory Board will require a 2/3rd majority representing more than half of Aegon N.V.’s issued share capital.


The annual accounts will be adopted by the General Meeting of Shareholders.

 

The Extraordinary General Meeting of Shareholders also approved the Preferred Shares Voting Agreement with Vereniging Aegon as well as amendments to the 1983 Merger Agreement.

 

On 20 March 2003, Aegon N.V. proposed to change its corporate governance and to end its voluntary application of the Dutch large company regime. This proposal entailed amendment of the Articles of Association of Aegon N.V., for which a quorum is required in the Annual General Meeting of Shareholders representing more than half of Aegon N.V.’s voting shares. As this quorum was not attained in the Annual General Meeting on 17 April 2003, an Extraordinary General Meeting of Shareholders was held today. In this meeting a quorum was not required.