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