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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. 

## Common shares 

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. 

## Preferred shares 

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. 

## Signifi cant shareholdings 

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%. 

## Special control rights 

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 acquisition by a third party of an interest in AEGON N.V. amounting to 15% or more. 

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). 

■ 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. 

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. 

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). 

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. 

## Board appointments 

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 

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