Appropriation of Result
Provisions of the Articles
of Incorporation concerning
Appropriation of Earnings
According to Article 33 of the Articles of Incorporation
of FGH BANK N.V., as adopted on December 31, 1991,
the provisions concerning appropriation of earnings are
as follows:
Reserves
1From the earnings as shown by the adopted financial
statements any losses shall first be made good, insofar
they have not been offset by other means, then the
equity reserves prescribed by law shall be formed,
insofar they have not been formed by some other means
determined by the Board of Directors, and finally such
amount shall be added to the equity reserves as the
Board of Directors shall determine.
Dividend
2. The earnings remaining after applications of the
provisions in 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 the stock will be
paid to the extent that the remaining earnings shall
allow;
b. if the remaining earnings do not allow a payment of
eight percent (8%) as referred to above, the earnings
available for distribution in subsequent years - before the
provisions under a. of the paragraph are observed - will
first be applied to offset the deficit in the payment to
holders of preferred A stock;
c. to AEGON N.V., established at The Hague, payments
will be made until the total amount of NLG 702,049 on
account of this paragraph c., is received by
AEGON N.V.;
d. to the holders of preferred B stock a dividend of seven
percent (7%) of the nominal amount of this stock will be
paid to the extent that the remaining earnings shall
allow;
e. if the remaining earnings do not allow a payment of
seven percent (7%) as referred to above under d., the
earnings available for distribution in subsequent years
after due observance of the provisions under b. and c.
with respect to this remainder - before the provisions
under d. are observed - will be applied to offset deficit in
the payment to holders of preferred B stock;
f. to AEGON N.V. above-mentioned, payments will be
made until the amount of its earning rights as referred to
in paragraph 3 of this article has been fully paid;
g. if the earnings for the financial year concerned
available for distribution to AEGON N.V. do not allow
payment in full of the amount of the earning rights, the
earnings available for distribution shall be paid entirely
to AEGON N.V.;
h. the earnings which remain after the amount of the
earning rights referred to under f. of this paragraph has
been paid in full shall be paid to the holders of common
stock in proportion to the nominal amount of their
shares.
3. AEGON N.V. shall be entitled to a distribution of
earnings by virtue from its earning rights as stated - and
in the manner described - under f. of paragraph 2 of this
article, until the full amount of its earning rights - as
calculated in the manner said forth in paragraph 4 of
this article - has been paid.
4. The earning rights of AEGON N.V. will be equal to
the result obtained from the formula |RP RD) - GU in
which the terms are defined as follows:
RP is NLG 47,100,000. This amount 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 amount as per the date of increase so that
in subsequent years the increase will be calculated on
the thus increased amount.
Contrary to the provisions in the preceding clause, the
increase as per December 31, 1986, 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 June 5, 1986, up to and including
December 31, 1986, and the denominator 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 a compensation due to AEGON N.V. and to
Postbank N.V. (which assigned this compensation to
AEGON N.V.) for loss of interest of a loan, the
principal of which shall not exceed of four hundred and
ten million guilders (NLG 410,000,000), which AEGON
N.V. and Postbank N.V., established at Amsterdam,
each granted to Transveer B.V., a private limited
liability company, established at Utrecht.
The compensation for AEGON N.V. and Postbank N.V.
(which assigned this compensation to AEGON N.V.)
will amount to three and a half percent (3 l/i%) 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 31, 1986, 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 31,
1987, will be increased by eight percent (8%) and this
increase will be added to the balance, so that in
subsequent years the increase will be calculated on the
thus increased balances.