Aegon’s common shares are mostly held by institutional shareholders such as pension or investment funds. These shareholders include Vereniging Aegon, the company’s largest shareholder.
At December 31, 2016, Vereniging Aegon owned 279,236,609 common shares, which equates to approximately 14% of Aegon's common shares.
To Aegon's knowledge, based on filings with Netherlands Authority for Financial Markets (AFM) and the US Securities and Exchange Commission (SEC), three other parties hold a capital and voting interest in Aegon N.V. in excess of 3%. As of December 31, 2016, Dodge & Cox, Franklin Resources and Blackrock each owned over 3% of Aegon's common shares.
Vereniging Aegon, Aegon's largest shareholder, is an association which safeguards the interests of the company and its stakeholders. Until May 2013, Vereniging Aegon was owner of all the preferred shares outstanding. At the Annual General Meeting of Shareholders on May 15, 2013, the shareholders approved amendments to the capital structure of Aegon.
These amendments entailed the conversion of Aegon's preferred shares for, amongst others, common shares and common shares B, each with a nominal value of EUR 0.12 and a full voting right of one vote per share. The financial rights attached to the common share B are 1/40th of a common share. The common shares carry one vote per share in all circumstances.
In the Voting Rights Agreement Vereniging Aegon voluntarily agreed to waive the full voting rights on the common share B except in certain circumstances, which qualify as Special Cause. These circumstances may include a hostile takeover bid for all or part of the company. In the ordinary course of business, Vereniging Aegon may cast one vote for 40 common shares B it holds. In case of a Special Cause, Vereniging Aegon may cast one vote for every common share B it holds, resulting in a Special Cause voting right of 32.6%. Vereniging Aegon owned 567,697,200 common shares B per December 31, 2016.
Furthermore, in the Amended 1983 Merger Agreement, Vereniging Aegon was granted a call option to keep or restore its total stake at 32.6% in Special Cause, irrespective of the circumstances that caused the Special Cause shareholding to be or become lower than 32.6%.