Appropriation of Earnings
Provisions of the Articles of Incorporation
concerning Appropriation of Earnings
According to Article 37 of the Articles of Incorpo
ration of Friesch-Groningsche Hypotheekbank
N.V, as adopted on February 25, 1987,* the provi
sions concerning appropriation of earnings are as
follows:
1. From the earnings as shown by the adopted
financial statements any losses shall first be made
good, insofar as they have not been wiped out by
other means, then the equity reserves prescribed
by law shall be formed, insofar as they are not to
be formed by some other means as determined
by the board of directors with the approval of the
meeting of preferreds, and finally such amount
shall be added to equity reserves as the board of
directors with the approval of the meeting of pre
ferreds shall determine.
2. The earnings remaining after application of
the provisions of the preceding paragraph shall
then be distributed in order as follows:
a. to the holders of preferred A stock a dividend
of eight percent (8%) of the nominal amount of
this stock will be paid or of as much less than this
as the remaining earnings shall allow;
b. if the remaining earnings do not allow a pay
ment of eight percent as referred to above, the
earnings available for distribution in subsequent
years - before the provisions under a. of this para
graph are observed - will first be applied to wipe
out the deficit in the payment to holders of pre
ferred A stock;
c. to the holders of preferred B stock a dividend
of eight percent (8%) of the nominal amount of
this stock will be paid or of as much less than this
as the then remaining earnings shall allow;
d. if the then remaining earnings do not allow a
payment of eight percent (8%) as referred to
above under c., the earnings available for distribu
tion in subsequent years after due observance of
the provisions under a. and b. with respect to
this remainder before the provisions under c. of
this paragraph are observed - will be applied to
wipe out the deficit in the payment to holders of
preferred B stock;
e. to the holders of preferred C stock a dividend
of eight percent (8%) of the amount of the
obligatory payments on the nominal amount of
this stock as per January first in the financial year
to which the dividend relates will be paid,
increased by a proportion of eight percent (8%)
of the amount of each obligatory payment or
additional payment on the preferred C stock
which has been made during the year, deter
mined on a pro rata time basis, or of as much less
than this as the then remaining earnings shall
allow; new subparagraph)
f. if the then remaining earnings do not allow a
payment of eight percent (8%) as referred to
above under e., the earnings available for distribu
tion in subsequent years after due observance of
the provisions under a. through d. with respect
to this remainder before the provisions under
e. of this paragraph are observed - will be applied
to wipe out the deficit in the payment to holders
of preferred C stock; new subparagraph)
g. to AEGON N.V, a public limited liability com
pany established at The Hague, and to Postbank
N.V, a public limited liability company estab
lished at Amsterdam, payments will be made
until the amount of their earnings ri
red to in paragraph 4 of this Article has been paid
in full to each of said public limited liability com
panies, with the proviso that distributions of
earnings to AEGON N.V and Postbank N.V in
respect of these rights shall be made for the first
time from the earnings for the financial years
nineteen hundred and ninety-seven and sub
sequent years or, if AEGON N.V shall have
acquired the majority of all capital stock of the
ghts as refer-
48
Reserves
Dividend
