which AEGON N.V and Postbank N.V will each
grant to Transveer B.V, a private limited liability
company established at Utrecht. The compensa
tion for AEGON N.V and Postbank N.V will
amount to three and a half percent {llA%) each
per annum on the outstanding amount of each
party’s loan. The compensation will be calculated
at the end of each calendar year, beginning
December thirty-first, nineteen hundred and
eighty-six, and will be aggregated with the
amounts of compensation calculated in respect
of preceding years. The balance at the end of each
calendar year, beginning December thirty-first,
nineteen hundred and eighty-seven, will be
increased by eight percent (8%) and this increase
will be added to the balance, so that in sub
sequent years the increase will be calculated on
the thus increased balances. In the calculations as
referred to above, a month shall be taken as hav
ing the correct number of days and the year as
having three hundred and sixty-five (365) days.
CV is the total of the amounts in respect of RP
and RD actually discounted, pursuant to the pro
visions of an agreement concerning a subordi
nated convertible loan to be concluded between
the company, AEGON N.V and Postbank N.V
and to be co-signed by De Nederlandsche Bank
N.V, in determining the issue/conversion price
of common stock to be taken up by AEGON N.V
and Postbank N.V, respectively. This total will be
increased by eight percent (8%) at the end of
each calendar year, which increase as per the date
of increase will be added to the amounts on
which the increase has been calculated, so that in
subsequent years the increase will be calculated
on the thus increased amounts. At the end of a
calendar year in which one or more of the conver
sions or issues of common stock have taken place
as provided by the aforementioned agreement,
the increase in relation to the amounts in respect
of RP and RD actually discounted at the time of
said conversions or issues will not amount to
eight percent (8%) but to a fraction of eight per
cent (8%), the numerator of which is equal to
the number of days elapsing between the respec
tive conversion or issue dates and the end of the
calendar year and the denominator of which is
equal to three hundred and sixty-five (365). In
this calculation, a month shall be taken as having
the correct number of days and the year as having
three hundred and sixty-five (365) days.
GU is the total of the amounts made payable to
AEGON N.V and Postbank N.V, respectively, in
accordance with their aforementioned earnings
rights. Commencing at the end of the first calen
dar year in which such distribution of earnings is
made payable, these amounts will be increased by
eight percent (8%) at the end of each calendar
year, which increase as per the date of increase
will be added to the amounts on which the
increase has been calculated, so that in sub
sequent years the increase will be calculated on
the thus increased amounts. At the end of a
calendar year in which a distribution of earnings
is made payable, the increase in relation to the
amount of said distribution of earnings will not
amount to eight percent (8%) but to a fraction of
eight percent (8%), the numerator of which is
equal to the number of days elapsing between the
date on which the distribution of earnings con
cerned is made payable and the end of the calen
dar year and the denominator of which is equal
to three hundred and sixty-five (365). In this cal
culation, a month shall be taken as having the
correct number of days and the year as having
three hundred and sixty-five (365) days.
6. (formerly: ’The earnings rights referred to in
paragraph 4 of this Article shall not be transfera
ble.’)
The above provisions of Article 37 are quoted as
per the Articles of Incorporation as adopted on
February 25, 1987. For the 1986 financial year,
however, the Articles of Incorporation as adopted
on June 5, 1986 apply. For this reason, the
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