EGM Statement
09 May 2003 - 9:36PM
UK Regulatory
RNS Number:9109K
Aegon N.V.
09 May 2003
RESOLUTION OF THE EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
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 March 20, 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 April 17, 2003, an Extraordinary General Meeting
of Shareholders was held today. In this meeting a quorum was not required.
Disclaimer
Forward-looking statements
The statements contained in this press release that are not historical facts are
forward-looking statements as defined in the U.S. Private Securities Litigation
Reform Act of 1995. Words such as "believe", "estimate", "intend", "may",
"expect", "anticipate", "predict", "project", "counting on", "plan", "continue",
"want", "forecast", "should", "would", "is confident" and "will" and similar
expressions as they relate to us are intended to identify such forward-looking
statements. These statements are not guarantees of future performance and
involve risks, uncertainties and assumptions that are difficult to predict. We
undertake no obligation to publicly update or revise any forward-looking
statements. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of their dates.
All forward-looking statements are subject to various risks and uncertainties
that could cause actual results to differ materially from expectations,
including, but not limited to, the following:
* changes in general economic conditions, particularly in the United
States, The Netherlands and the United Kingdom;
* changes in the performance of financial markets, including emerging
markets, including:
- the frequency and severity of defaults by issuers in our fixed income
investment portfolios; and
- the effects of corporate bankruptcies and/or accounting restatements on
the financial markets and the resulting decline in value of equity and debt
securities we hold;
* the frequency and severity of insured loss events;
* changes affecting mortality, morbidity and other factors that may
affect the profitability of our insurance products;
* changes affecting interest rate levels;
* changes affecting currency exchange rates, including the euro/US
dollar and euro/UK pound exchange rates;
* increasing levels of competition in the United States, The
Netherlands, the United Kingdom and emerging markets;
* changes in laws and regulations, particularly those affecting our
operations, the products we sell and the attractiveness of certain products to
our consumers;
* regulatory changes relating to the insurance industry in the
jurisdictions in which we operate;
* acts of God, acts of terrorism and acts of war;
* changes in the policies of central banks and/or foreign governments;
* customer responsiveness to both new products and distribution
channels;
* competitive, legal, regulatory, or tax changes that affect the
distribution cost of or demand for our products; and
* our failure to achieve anticipated levels of earnings or operational
efficiencies as well as other cost saving initiatives.
The Hague, May 9, 2003
Inquiries:
AEGON N.V.
Group Communications Investor Relations
Phone : +31 (0)70 344 83 44 NL +31 (0)70 344 83 05
USA +1 410 576 45 77
Web site: www.aegon.com
This information is provided by RNS
The company news service from the London Stock Exchange
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