company in issue - with the exception of the pre
ferred A stock - before January first nineteen
hundred and ninety-six, for the financial year fol
lowing that in which said majority is first
acquired by AEGON N.V and for subsequent
years; the provisions concerning distribution of
earnings by virtue of that which is stipulated
above under g.* (formerly e.) of this paragraph in
respect of financial years prior to nineteen
hundred and ninety-seven will not come into
operation until after the fulfillment of these pro
visions has been reported to the office of the
Commercial Register stipulated in Section 77 of
Book 2 of the Dutch Civil Code, the executive
board being obliged to make such report as soon
as the aforementioned condition has been met;
h. if the earnings for the financial year concerned
available for distribution to the parties having
earnings rights mentioned under g.* (formerly
e.) of this paragraph do not allow payment in full
of the amount of the earnings rights, the earn
ings available for distribution to parties having
earnings rights shall be paid entirely to AEGON
N.V and Postbank N.V in proportion to the
balance of their remaining earnings rights as per
the end of the latest completed financial year;
i. the earnings which remain after the amount of
the earnings rights referred to under g.* (for
merly e.) of this paragraph has been paid in full
shall be paid to the holders of common stock in
proportion to the nominal amounts of their
shares.
3. If application of the provisions under i.* (for
merly g.) of paragraph 2 of this Article result in a
dividend on common stock amounting to more
than eight percent (8%) of the nominal amount
of this stock, the provisions under c. of paragraph
2 of this Article shall not apply and the holders of
preferred B stock will share the payment referred
to under i.* (formerly g.) of paragraph 2 of this
Article as if this stock were common stock.
4. AEGON N.V and Postbank N.V shall be enti
tled to distribution of earnings by virtue of their
earnings rights as stated and in the manner
described - under g.* (formerly e.) of paragraph
2 of this Article until the full amount of their
earnings rights as calculated in the manner set
forth in paragraph 5 of this Article has been
paid.
5. The earnings rights of AEGON N.V and Post-
bank N.V will be calculated for each of them
separately and will be equal to the result obtained
from the formula
(RP RD) (CV GU) in which the terms
are defined as follows:
RP will be twenty-five million eight hundred
thousand guilders (NLG 25,800,000) for AEGON
N.V and twenty-one million, three hundred
thousand guilders (NLG 21,300,000) for Post-
bank N.V These amounts will be increased by
eight percent (8%) at the end of each calendar
year, beginning December 31, 1986, which
increase will be added to said amounts as per the
date of increase so that in subsequent years the
increase will be calculated on the thus increased
amounts. Contrary to the provisions of the pre
ceding clause, the increase as per December
thirty-first, nineteen hundred and eighty-six, will
not amount to eight percent (8%) but to a frac
tion of eight percent (8%), the numerator of
which is equal to the number of days elapsing
between the date on which these amendments to
the Articles of Incorporation come into operation
and December thirty-first, nineteen hundred and
eighty-six inclusive and the denominator of
which is equal to three hundred and sixty-five
(365). In calculating the increase, a month shall
be taken as having the correct number of days
and the year as having three hundred and sixty-
five (365) days.
RD is compensation due to AEGON N.V and
to Postbank N.V for loss of interest on a loan, the
principal of which shall not exceed four hundred
and ten million guilders (NLG 410,000,000),
49
