74 Shareholder agreements  Transfer of shares  Exercise of option rights  Suspending or dismissing Board members  Signifi cant agreements and potential  change of control  Amending the Articles of Association  Dutch Corporate Governance Code Issue and repurchase of shares 1 The 1983 Merger Agreement, as amended, is published on AEGON’s website www.aegon.com. AEGON is entitled to acquire its own fully paid-up shares,  providing it acts within existing statutory restrictions.  Shareholders usually authorize the Executive Board to  purchase the company’s shares under terms and  conditions determined by the General Meeting. 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.  As a company based in the Netherlands, AEGON adheres  to the Dutch Corporate Governance Code. AEGON  endorses the Code and strongly 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 Code also  promotes transparency in decision-making and helps  strengthen the principles of good governance. The  original Code, dated December 2003, was amended in  2008. The new, amended Code came into force on  January 1, 2009. This review deals with the Dutch  Corporate Governance Code in force from that date.  Overseeing AEGON’s overall corporate governance  structure is the responsibility of both the Supervisory  and Executive Boards. Any substantial change to this  structure is submitted to the General Meeting of  Shareholders for discussion.  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 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).  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, though the General Meeting of  Shareholders has the power to annul this suspension.  Senior executives at AEGON companies and other  employees have been granted share appreciation rights  and share options. For further details, please see pages  199 to 202. Under the terms of existing share option  plans, AEGON cannot influence the exercise of  granted rights.  AEGON has no knowledge of any agreement between  shareholders that might restrict the transfer of shares  or the voting rights pertaining to them.  There are no restrictions on the transfer of common  shares. As regards the transferability of preferred  shares, please refer to clause 10.5 of the Amendment  to the  1983 Merger Agreement $^{ 1}$. the Supervisory Board. Such a resolution also requires  a two-thirds majority of votes cast and representing  at least one half of AEGON’s issued capital. Provisions on  appointing Board members were included as part of a  wider review of AEGON’s corporate governance  framework. They were adopted at an Extraordinary  General Meeting of Shareholder on May 9, 2003.  Qualified majority voting provisions were included to  give AEGON temporary protection against potential  unfriendly actions by hostile bidders. Vereniging AEGON,  AEGON’s largest shareholder, may, in effect, block any  hostile attempt to replace the company’s Executive or  Supervisory Board for a period of up to six months. 