Legal structure

Vereniging Aegon Americas is an association organized and existing under Dutch law.

Objective

Unlike many other associations, Vereniging Aegon Americas (the “Association”) does not have the objective to act for the benefit of its members or to promote their interests. The objective of the Association has been laid down in article 3 of its articles of association and is the balanced representation of the direct and indirect interests of Aegon Ltd. and its group companies, insured parties, employees, shareholders and other related parties of these companies. The Association achieves its objective mainly as a shareholder of Aegon Ltd. by exercising the rights attached to its shareholding. The purpose of the Association also includes to invest in, or otherwise be involved in social activities that are in line with Aegon's signature and everything related to it.  

Membership and the General Meeting of Members

The Association has members A and members B. The number of members is determined by the general meeting of members, provided that there must be at least three members A and, at all times, two members B. The Association currently has five members. New members are admitted by the general meeting of members on the proposal of the Executive Committee. Only members of the Board of Directors who are appointed as Executive Director of Aegon or members of the Executive Committee can be admitted as Members B. Members of the Association have no rights in respect of the Association's assets, nor in respect of distribution of its profits. 

Executive Committee

The Association is managed by an Executive Committee. The number of members of the Executive Committee is determined by the general meeting of members, provided that the Executive Committee consists of at least five but no more than eight members. The Executive Committee is formed by members A and two members B. 

The Executive Committee is currently comprised of five members, who are appointed by the general meeting of members on the nomination of the Executive Committee. The two aforementioned members of the Board of Directors and the Executive Committee of Aegon Ltd. are also members of the Executive Committee of the Association. The general meeting of members appoints the chairperson and the vice-chairperson from amongst the members of the Executive Committee. The Executive Committee appoints a secretary of the Association, who does not have to be a member of the Executive Committee. The Association is represented by the Executive Committee; two members of the Executive Committee acting jointly are also authorized to represent the Association. 

Decision making

Resolutions of the general meeting of members are adopted by an absolute majority of the votes cast, unless provided otherwise in the articles of association of the Association. A qualified majority of two-thirds is required for certain decisions, specified in the articles of association. If there is a tie in voting, the Executive Committee decides. 

Resolutions of the Executive Committee shall also be adopted by an absolute majority of the votes cast, unless otherwise provided in the articles of association. A resolution of the Executive Committee may only be adopted if at least one member A of the Executive Committee has voted in favour of the resolution during the deliberations and decision-making process. If the votes in the Executive Committee of the Association tie, the chairperson or, in its absence, the vice-chairperson has a decisive vote. In the absence of the chairperson and the vice-chairperson no resolution shall be deemed to have adopted if votes tie. A resolution to amend the articles of association may only be adopted by the general meeting of members upon a proposal by the Executive Committee. The Executive Committee may only resolve to submit such a proposal by unanimous vote, subject to the exception set out in Article 27.5 of the articles of association.

The two members of the Board of Directors and/or the Executive Committee of Aegon Ltd., who are also members B and Executive Committee members B of the Association, have no voting rights in respect of several decisions, set out in the internal rules, that relate to Aegon Ltd. 

The above information outlines the legal structure of the Association. For more detailed information reference is made to the Articles of Association.