73 ANNUAL REPORT 2010   OUR GOVERNANCE  CORPORATE GOVERNANCE These represented respectively 74.8% and 25.2% of  AEGON’s total issued and fully paid-up capital. Depository receipts for AEGON shares are not issued  with the company’s cooperation. Each common share carries one vote. There are no  restrictions whatsoever on the exercise of voting rights  by holders of common shares, whether with regard to  the number of votes or to the time period in which they  may be exercised. All preferred shares are held by Vereniging AEGON, the  company’s largest shareholder. In line with their higher  par value, preferred shares may carry 25/12, or  approximately 2.08, votes per share. The voting rights  attached to preferred shares are subject to restrictions,  as described hereunder under “Special Control Rights”.  Under these restrictions each share carries one vote.  The capital contribution on class A preferred shares is  a reflection of the market value of AEGON’s common  shares at the time the contribution was made. In  addition, preferred shares carry the right to a preferred  dividend on the paid-in amount. No other dividend is  paid on the preferred shares. In the event AEGON is  liquidated, the paid-in amount on preferred shares will  be reimbursed before any payments on common shares  are made. On December 31, 2010, Vereniging AEGON, AEGON’s  largest shareholder, held a total of 171,974,055 common  shares, 211,680,000 class A preferred shares and  69,030,000 class B preferred shares. In the case of new  common shares being issued, Vereniging AEGON has the  option, under the terms of the  1983 Merger Agreement $^{ 1}$,  to acquire additional class B preferred shares to prevent  a dilution of its voting rights, unless, by exercising this  option, the association increases its share of voting right  to more than 33%.  Under the  Preferred Shares Voting Rights Agreement $^{ 2}$,  Vereniging AEGON has voluntarily waived its right to  cast 25/12 votes per preferred share, except in the event  of a “special cause” These “special causes” may include:  The General Meeting may, in addition, bring forward  a resolution to appoint someone not nominated by  The General Meeting of Shareholders appoints members  of both the Supervisory and Executive Boards, following  nominations by the Supervisory Board. Providing at  least two candidates are nominated, these nominations  are binding. The General Meeting of Shareholders may  cancel the binding nature of these nominations with a  majority of two-thirds of votes cast, representing at least  one half of AEGON’s issued capital. To AEGON’s knowledge, only one other party holds a  capital and voting interest in AEGON N.V. in excess of  5%. According to its filing with the United States  Securities and Exchange Commission on February 10,  2011, US-based investment management firm Dodge &  Cox owns over 160 million shares, representing more  than 5% of the issued share capital and voting rights in  the company. As a result of both this and the existence of certain  qualified majority voting requirements specified in  AEGON’s Articles of Association, Vereniging AEGON may  effectively be in a position to block unfriendly actions by  either a hostile bidder or others for a period of six  months. In the absence of a special cause, Vereniging  AEGON’s share of the company’s voting capital  represented 22.8% at December 31, 2010. For more  information on Vereniging AEGON, please refer to the  Financial Statement in this Annual Report (see pages  244 to 245) or the website of Vereniging AEGON  (www.verenigingaegon.com).  If Vereniging AEGON, acting at its sole discretion,  determines that a special cause has arisen, it must notify  the General Meeting of Shareholders. In this event,  Vereniging AEGON retains full voting rights on its  preferred shares for a period limited to six months.  Based on its current shareholding, Vereniging AEGON  would, for that limited period, command 33% of the  votes at a General Meeting of Shareholders.  ■ A tender offer for AEGON shares. ■ A proposed business combination by any person or  group of persons, whether acting individually or as a  group, other than in a transaction approved by the  company’s Executive and Supervisory Boards.  ■ The acquisition by a third party of an interest in  AEGON N.V. amounting to 15% or more.  Common shares  Preferred shares  Signifi cant shareholdings  Board appointments  Special control rights  1 The 1983 Merger Agreement, as amended, is published on AEGON’s website www.aegon.com. 2 The Preferred Shares Voting Rights Agreement is published on AEGON’s website (www.aegon.com). SHARPENING OUR FOCUS