111 Code II.3.3 Amending the Articles of Association Dutch Corporate Governance Code Aegon’s position on Code II.3.3 The General Meeting of Shareholders may, with an absolute  majority of votes cast, pass a resolution to amend Aegon’s  Articles of Association or to dissolve the company, in accordance  with a proposal made by the Executive Board and approved by  the Supervisory Board. Aegon’s CEO and CFO are also 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 is not in the company’s best  interests to prevent Aegon’s CEO and CFO from participating in  discussions and decision-making related to Vereniging Aegon.  For this reason, a protocol authorizes the CEO and CFO to  continue their activities regarding Vereniging Aegon. The text of  this protocol is available on Aegon’s website, aegon.com. Aegon, as a company based in the Netherlands, adheres to the  Dutch Corporate Governance Code and supports its principles for  sound and responsible corporate governance. Aegon regards the  Code as an effective means of helping ensure that the interests  of all stakeholders are duly represented and taken into account.  The most recent version of the Code came into force on January  1, 2009. It is the responsibility of both the Supervisory Board  and the Executive Board to oversee Aegon’s overall corporate  governance structure. Any substantial change to this structure is  submitted to the General Meeting of Shareholders for discussion. Generally, Aegon applies the best practice provisions set out  in the Code. 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  much as is possible, to the spirit of the Code. The Code recommends that a member of the Executive Board  should not take part in discussions or decision-making  related to a subject or transaction in which he or she has a  conflict of interest. The Dutch Corporate Governance Code states that the  General Meeting of Shareholders 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. For members of the Executive Board, the Dutch Corporate  Governance Code requires that the maximum compensation  in the event of dismissal is one year’s salary. If the  maximum of one year’s salary is manifestly unreasonable  for a member of the Executive Board who is dismissed during  the first term of office, the board member will be eligible for  severance pay not exceeding twice the annual salary. 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.  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. Employment contracts with Executive Board  members that existed prior to the code coming into force in  2003 will be respected. The employment agreement of Aegon’s  CEO Alex Wynaendts contains more favorable severance payment  terms should his employment be terminated as a result of  a merger or takeover. The Board Agreement between mr Button  and Aegon N.V. does not entitle him to any special terms under  these circumstances. Should these occur he will repatriated to  the USA, where equivalent employment will be sought. Details of  Executive Board members’ employment contracts may be found  on Aegon’s corporate website, aegon.com. For an extensive review of Aegon’s compliance with the  Dutch Corporate Governance Code, please refer to the  Corporate Governance Statement on Aegon’s corporate website,  aegon.com. Corporate Governance Statement Aegon’s position on Code II.2.8 Aegon’s position on Code IV.1.1 Code II.2.8 Code IV.1.1