Appropriation of Result Provisions of the Articles of Incorporation concerning the Appropriation of Earnings In accordance with Article 33 of the Articles of Incorporation of FGH BANK N.V., as adopted on December 3, 1991, the provisions concerning the appropriation of earnings are as follows: Reserves 1. First, any losses as shown in the approved financial statements shall be made good from the earnings, insofar as these losses have not been offset by other means, then the equity reserves prescribed by law shall be formed, insofar as these reserves have not been formed by some other means determined by the Supervisory Board, and finally a sum to be determined by the Supervisory Board shall be added to the equity reserves. Dividend 2. The earnings remaining after application of the provisions specified in the preceding paragraph shall be distributed in the order outlined below: a. a dividend of eight percent (8%) of the nominal value of the preferred A stock will be paid to the holders of preferred A stock, with the proviso that a lower amount will be paid if the remaining earnings are not of a sufficient level; b. if the remaining earnings are not sufficient to allow a payment of eight percent (8%) as referred to above, any earnings that become available for distribution in subsequent years will be applied to offset the deficit incurred by holders of preferred A stock - before observing the provisions specified under a. of this paragraph; c. payments will be made to AEGON N.V., a company having its registered office in The Hague, until a total amount of seven hundred and two thousand and forty-nine guilders (NLG 702,049) has been paid to AEGON N.V. pursuant to the provisions laid down in this section; d. a dividend of seven percent (7%) of the nominal value of preferred B stock will be paid to holders of preferred B stock, with the proviso that a lower amount will be paid if the remaining earnings are not of a sufficient level; e. if the remaining earnings are not sufficient to allow a payment of seven percent (7%) to be made as referred to above under d., any earnings that become available for distribution in subsequent years will be applied to offset the deficit incurred by holders of preferred B stock after due observance of the provisions laid down in sections a., b. and c. of this paragraph with respect to remaining earnings - but before observing the provisions specified under d.; f. payments will be made to the afore-mentioned AEGON N.V., until an amount equivalent to its earning rights as referred to in paragraph 3 of this Article has been paid in full; g. if the earnings for the relevant financial year which are available for distribution to AEGON N.V. are not sufficient to allow full payment of the said earning rights, those earnings that are available for distribution shall be paid to AEGON N.V.; h. the earnings which remain after the earning rights referred to under f. of this paragraph have been settled in full, shall be paid to the holders of common stock in proportion to the nominal value of these stocks. 3. AEGON N.V. shall be entitled to a distribution of earnings in accordance with its earning rights as stated under f. of paragraph 2 of this Article - and in the manner described therein - up to an amount equivalent to its full earning rights, as calculated in the manner specified in paragraph 4 of this Article. 4. The earnings to which AEGON N.V. is entitled are equivalent to the net result of the equation (RP RD) - GU, in which: RP is forty-seven million one hundred thousand guilders (NLG 47,100,000). This amount will be increased by eight percent (8%) at the end of each calendar year, commencing on the thirty-first day of December of the year nineteen hundred and eighty-six, so that the said amount will be increased as per the revision date, thereby requiring that in subsequent years the increase be calculated on the revised amount. Contrary to the provisions specified in the preceding clause, the increase as per the thirty-first day of December of the year nineteen hundred and eighty-six, will not amount to eight percent (8%) but to a fraction of eight percent (8%), which shall be calculated on the basis of a numerator which is equal to the number of days that elapse between the fifth day of June of the year nineteen hundred and eighty-six, up to and including the thirty-first day of December of the year nineteen hundred and eighty-six, and a denominator which is equal to three hundred and sixty-five (365). In calculating the increase, each month Shall be taken to have the requisite number of days and a year shall be assumed to comprise three hundred and sixty-five (365) days. RD is a payment due to AEGON N.V. and to Postbank N.V. (which has assigned the right to this payment to AEGON 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), which

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Annual Reports FGH Bank | 1994 | | pagina 31