Governance  Corporate governance 110 Shareholders usually authorize the Executive Board to purchase  the company’s shares under terms and conditions determined by  the General Meeting. to keep or restore its total stake to 32.6% of the voting rights,  irrespective of the circumstances which caused the total  shareholding to be or become lower than 32.6%. To Aegon’s knowledge based on the filings made with the  Netherlands Authority for Financial Markets, the AFM, the  US-based investment management firm Dodge & Cox and the  US-based investment management firm FMR LLC each hold  a capital and voting interest in Aegon N.V in excess of 3%. There are no restrictions on the transfer of common shares.  Common shares B can only be transferred with the prior approval  of Aegon’s Supervisory Board 2 .  Aegon has no knowledge of any agreement between  shareholders that might restrict the transfer of shares or the  voting rights pertaining to them. As a matter of Dutch corporate law, the common shares and the  common shares B offer equal 1  full voting rights, as they have  equal nominal value (EUR 0.12). The Voting Rights Agreement  entered into between Vereniging Aegon and Aegon ensures that  under normal circumstances, i.e. except in the event of a Special  Cause, Vereniging Aegon will no longer be allowed to exercise  more votes than is proportionate to the financial rights  represented by its shares. This means that in the absence of  a Special Cause Vereniging Aegon may cast one vote for every  common share it holds and one vote only for every 40 common  shares B it holds. In the event of a Special Cause Vereniging  Aegon may cast one vote for every common share and one vote  for every common share B. A Special Cause may include: Aegon is not party to any significant agreements which would  take effect, alter or terminate as a consequence of a change of  control following a public offer for the outstanding shares of the  company, other than those customary in the financial markets  (for example, financial arrangements, loans and joint venture  agreements).  Senior executives at Aegon companies and other employees  have been granted share appreciation rights and share options.  For further details, please see note 14 of the notes to Aegon’s  consolidated financial statements of this Annual Report. Under  the terms of existing share plans Aegon cannot influence the  exercise of granted rights. 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 common shares B for a period limited to six months.  Based on its current shareholding, Vereniging Aegon would, for  that limited period, command 32.6% of the votes at a General  Meeting of Shareholders. 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. The  General Meeting may, in addition, bring forward a resolution to  appoint someone not nominated by the Supervisory Board. Such  a resolution also requires a two-thirds majority of votes cast  representing at least one half of Aegon’s issued capital. New shares may be issued up to the maximum of the company’s  authorized capital, following a resolution adopted by the General  Meeting of Shareholders. Shares may also be issued following  a resolution of the Executive Board, providing, and to the extent  that, the Board has been authorized to do so by the General  Meeting of Shareholders. A resolution authorizing the Executive  Board to issue new shares is usually presented at Aegon’s annual  General Meeting of Shareholders. Members of Aegon’s Supervisory and Executive Boards may be  suspended or dismissed by the General Meeting of Shareholders  with a two-thirds majority of votes cast, representing at least  one half of Aegon’s issued capital, unless the suspension or  dismissal has first been proposed by the company’s Supervisory  Board. A member of the Executive Board may also be suspended  by the Supervisory Board, although the General Meeting of  Shareholders has the power to annul this suspension. Aegon is entitled to acquire its own fully paid-up shares,  providing it acts within existing statutory restrictions.  1 The Voting Rights Agreement is published on Aegon’s corporate website (aegon.com). 2 For more details, please refer to clause 14A of Aegon’s Articles of Association or clause 10.6 of the 1983 Amended Merger Agreement. Annual Report 2013 Issue and repurchase of shares Appointing, suspending or dismissing Board members Exercise of option rights Transfer of shares Significant agreements and potential change of control Special control rights ■ The acquisition by a third party of an interest in Aegon N.V.  amounting to 15% or more;  ■ A tender offer for Aegon N.V. 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. 