DELTA LLOYD L Société d'investissement à Capital Variable 9, bd du Prince Henri L-1724 Luxembourg

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1 COMMON PROJECT FOR MERGER Whereas DELTA LLOYD L (the "SICAV ) is a société anonyme incorporated and existing under the laws of the Grand Duchy of Luxembourg in the form of an investment company with variable capital (société d investissement à capital variable) pursuant to part I of the law dated 17 December 2010 on undertakings for collective investments (the 2010 Law ), registered with the Luxembourg Trade and Companies' Register under number B and having its registered office at 9, bd du Prince Henri, L-1724 Luxembourg, Grand Duchy of Luxembourg ; The sub-fund DELTA LLOYD L EQUITY EURO (the Absorbed Sub-fund ) will be merged with effective date 5 June 2012 (the Effective Date) with the sub-fund DELTA LLOYD L EUROPEAN MID-PARTICIPATION FUND (the Absorbing Sub-fund) (together the Merging Sub-funds ). The Absorbed Sub-fund and the Absorbing Sub-fund are existing sub-funds of the SICAV. Pursuant to the powers assigned to the board of directors through the articles of association of the SICAV, the board of directors has decided the merger by absorption of the Absorbed Subfund with the Absorbing sub-fund according to the following terms of merger : 1. Type of merger The Absorbed Sub-fund will be merged with the Absorbing Sub-fund pursuant to article 1 (20) a) of the 2010 Law (the Merger ). The Merger shall take place by the Absorbed Sub-fund transferring by universal transfer all its assets and liabilities to the Absorbing Sub-fund, by means of allocation of shares of the Absorbing Sub-fund to the shareholders of the Absorbed Sub-fund and possibly a payment in cash not exceeding 10% of the net asset value of its shares. 2. Background information on the Merger Delta Lloyd Asset Management, the investment manager of the SICAV has a strong track record in investing in micro and small cap value companies. Delta Lloyd Asset Management has a good knowledge of these companies well and tries to create value for its investors by investing in undervalued companies with an upside potential. Page 1

2 By proposing the Merger, the board of directors of the SICAV wishes to emphasize the distinctive power of this investment style of Delta Lloyd Asset Management. Besides, the board of directors intends to proceed to a rationalization of the proposed fund range and to achieve scale effect for the benefit of the investors. 3. Impact on the shareholders Impact on the shareholders of the Absorbing Sub-fund For the shareholders of the Absorbing Sub-fund, the Merger will not have any foreseeable impact. The board of Directors does not see any risk of dilution of the performance of the Absorbing Sub-fund. Impact on the shareholders of the Absorbed Sub-fund For the shareholders of the Absorbed Sub-fund, the Merger will result in such shareholders being, from the Effective Date, shareholders of the Absorbing Sub-fund. The fact, that by means of the Merger, shareholders of the Absorbed Sub-fund will hold instead of shares in the Absorbed Sub-Fund, shares of the Absorbing Sub-Fund induces a number of changes as described hereafter. The Absorbing Sub-fund differentiates itself essentially from the Absorbed Sub-fund with respect to following characteristics: Investment Policy Whereas the Absorbed Sub-fund focuses on a broad portfolio of large cap eurostocks, the Absorbing Sub-fund has a portfolio of undervalued european small cap companies. The Absorbing Sub-fund is mainly invested in equities of listed European mid-cap companies offering an attractive dividend yield, healthy cash flow and a solid balance sheet. The sub-fund seeks to achieve substantial holdings in a limited number of companies in order to gain an indepth understanding of the operation of each of the companies and to maintain dialogue with their management The sub-fund may also be invested in units of UCITS and/or other UCIs, provided the investment policy of such UCIs corresponds to the investment policy as described above. Investment in units of UCITS and/or other UCIs cannot represent more than 10% of the net assets of the sub-fund. Page 2

3 The sub-fund may use the following techniques, provided they are used for efficient portfolio management and within the statutory and regulatory limits: techniques and instruments relating to transferable securities and money market instruments; financial derivative instruments giving rise to settlement in cash, to the extent that the underlying asset complies with the investment policy as described in the first paragraph. The sub-fund may also use other techniques and instruments intended to hedge exchange, interest rate or credit risks in the context of efficient portfolio management. The sub-fund may invest in money market instruments on a temporary and ancillary basis within the authorised statutory limits. In order to invest its liquid assets and subject to chapter 6 of the prospectus, the sub-fund may also invest in monetary UCIs or UCIs invested in debt instruments with a final or residual maturity of no more than twelve months, taking into account related financial instruments or debt instruments for which the rate is adjusted at least once a year, taking into account related instruments. On an ancillary basis, the sub-fund may have recourse to deposits. Shareholders are informed that the intention is to proceed to the adjustment of the portfolio after the Effective Date. The Merger is not intended to have an important impact on the portfolio of the Absorbing Subfund. Fees The management fee of share class Ic (Institutional/Capitalisation) of the Absorbing Sub-fund amounts to 1.00% p.a whereas the management fee of share class Ic of the Absorbed Sub-fund amounts to 0.50% p.a. The management fees of share classes A and B remain unchanged. The fund manager of the Absorbing Sub-fund is also entitled for share classes A, B and Ic to a performance fee which is determined as follows: 1. If for a financial year, the performance of the sub-fund exceeds the performance of the MSCI Europe Small Cap Value EUR Net Total Return Index (M7EU0005) (the «Benchmark»), a performance fee of 20% of the realised over-performance will be determined according to the conditions mentioned in the 2 nd and 3 rd paragraph hereafter. 2. The performance fee is due only in the case where (1) the annual increase of the sub-fund exceeds the performance of the Benchmark and (2) the performance of the sub-fund is positive. Page 3

4 In case of negative performance of the Benchmark, and positive performance of the sub-fund, the performance fee is calculated on the positive performance of the sub-fund, without considering the negative Benchmark performance. 3. The performance of the sub-fund is defined as the difference between the Net Asset Value per share at the end of the financial year of a given year («End of Year NAV») and the Net Asset Value at the end of the preceding financial year («Initial NAV»), paid out dividends included, expressed in %, (the «Performance»). For the application of the Performance Fee, the net assets transferred into the Absorbing Subfund in the context of the Merger will be considered as subscription amounts. On order to get an overview of all the characteristics of the Absorbing Sub-fund, shareholders are invited to refer themselves to the updated prospectus of the SICAV available free of charge at the registered office of the SICAV. The shareholders are invited to consult their professional advisor with regards to the potential tax consequences of the Merger under their respective tax regime. 4. Criteria adopted for valuation of the assets and the liabilities on the date for calculating the exchange ratio The value of the assets and liabilities of the Absorbed Sub-Fund and the Absorbing Sub-fund are determined according to the terms of the latest version of the prospectus and the articles of incorporation of the SICAV. The fees relating to the preparation and the implementation of the Merger will be borne by DELTA LLOYD ASSET MANAGEMENT NV. The authorized auditor, as part of its legal review, will be entrusted by the SICAV to approve the criteria adopted for valuation of the assets and the liabilities of the Absorbed Sub-fund and the Absorbing Sub-fund, as well as to approve the calculation method of the exchange ratio and the exchange ratio itself. The appointed authorized auditor is PricewaterhouseCoopers S.à r.l.. A copy of the report of the auditor will be available on request and free of charge to the shareholders of the Merging Sub-funds at the registered office of the SICAV. 5. Calculation method of the exchange ratio Given that the valuation principles of the Absorbed Sub-fund and the Absorbing Sub-fund are the same, the exchange ratio between shares of the Absorbed Sub-Fund and of the Absorbing Sub-Fund will be calculated on the basis of the net asset values of the Absorbed Sub-Fund and the net asset values of the Absorbing Sub-fund. The net assets of the Merging Sub-funds will be determined according to the valuation principles as described in the January 2012 version of the prospectus as approved by the Page 4

5 CSSF. The prospectus stipulates that the net asset value of the Merging Sub-funds is determined on each banking day in Luxembourg. More precisely, the exchange of shares will be performed on the basis of the net asset values of the respective shares classes of the Absorbed Sub-fund and the Absorbing Sub-fund. Shares of share class A (Distribution) which are hold in the Absorbed Sub-fund will be exchanged against newly issued shares of share class A (Distribution) of the Absorbing Sub-fund. Shares of share class B (Accumulation) which are hold in the Absorbed Sub-fund will be exchanged against newly issued shares of share classes B (Accumulation) of the Absorbing Subfund. Shares of share class Ic (Institutional/Capitalisation) which are hold in the Absorbed Sub-fund will be exchanged against newly issued shares of share class Ic (Institutional/Capitalisation) of the Absorbing Sub-fund. The exchange ratio for each share class will be determined with five decimals. Knowing, that the reference currency of the Absorbed Sub-fund and its share classes is the same than the reference currency of the Absorbing Sub-fund and its share classes, no exchange rate will have to be applied between the reference currency of the Absorbed Sub-fund and the one of the Absorbing Sub-fund. 6. Effective Date of the Merger The Merger shall become effective and final between the Merging Sub-funds and vis-à-vis third parties on 5 June 2012 (the Effective Date ). 7. Date of the calculation of the exchange ratio The exchange ratio between shares of the Absorbed Sub-Fund and of the Absorbing Sub-Fund will be calculated on the basis of the net asset values of the Absorbed Sub-Fund dated 4 June 2012 and the net asset values of the Absorbing Sub-fund dated 4 June The exchange ratio for each share class will be calculated on 5 June Rules applicable to the transfer of assets and exchange of shares As of the Effective Date of the Merger, all assets and liabilities of the Absorbed Sub-fund as they may exist on this date will be transferred by right to the Absorbing Sub-fund. The accrued income of the Absorbed sub-fund will be allocated to the corresponding share class of the Absorbing Sub-fund. The accrued income of the Absorbing sub-fund will be maintained unchanged. Page 5

6 The shareholders of the Absorbed Sub-fund shall receive in consideration for the transfer of the assets and liabilities of the Absorbed Sub-fund to the Absorbing Sub-fund all newly issued shares in the share capital of the Absorbing Sub-fund. The shareholders holding shares of share class A (Distribution) of the Absorbed Sub-fund will receive newly issued shares of share class A (Distribution) of the Absorbing Sub-fund equivalent in value to the shares of each shareholder of the Absorbed Sub-fund, determined in reference to the net asset values per share at the Effective Date, which they were holding in the Absorbed Sub-fund prior to the Effective Date. The shareholders holding shares of share class B (Accumulation) of the Absorbed Sub-fund will receive newly issued shares of share classes B (Accumulation) of the Absorbing Sub-fund equivalent in value to the shares of each shareholder of the Absorbed Sub-fund, determined in reference to the net asset values per share at the Effective Date, which they were holding in the Absorbed Sub-fund prior to the Effective Date. The shareholders holding shares of share class Ic (Institutional/Capitalisation) of the Absorbed Sub-fund will receive newly issued shares of share class Ic (Institutional/Capitalisation) of the Absorbing Sub-fund equivalent in value to the shares of each shareholder of the Absorbed Subfund, determined in reference to the net asset values per share at the Effective Date, which they were holding in the Absorbed Sub-fund prior to the Effective Date. All shares in the share capital of the Absorbed Sub-fund shall, as a result of the Merger, be automatically transferred by universal transfer to the Absorbing Sub-fund, cancelled and cease to exist. The shareholders of the Absorbed Sub-Fund will be, after the implementation of the Merger, the shareholders of the shares of the Absorbing Sub-Fund. No subscription charge will be charged within the Absorbing Sub-fund due to the Merger. 9. Other information As from 27 April 2012, subscriptions and conversions into the Absorbed Sub-fund will not be accepted anymore. Shareholders of the Merged Sub-funds who do not agree with the Merger may request the redemption or the conversion of their shares free of any redemption or conversion charge from 27 April 2012 until 29 Mai :00pm (the Cut-off time ). After the Cut-off time, all transactions on the shares of the Absorbed Sub-fund will be suspended in order to allow a smooth settlement of the Merger. At the Effective Date, shareholders of the Absorbed Sub-fund who did not request the redemption or conversion of their shares until 29 Mai 2012 at 2:00pm will receive shares of the respective share class of the Absorbing Sub-fund and may exercise their shareholders rights as shareholders of the Absorbing Sub-fund as from the Effective Date. Holders of share certificates of the Absorbed Sub-fund are invited to present their certificates to the SICAV s registered office for exchange as from the Effective Date. These certificates will be converted into registered shares of the Absorbing Sub-fund. Page 6

7 10. Notice to shareholders DELTA LLOYD L In accordance with article 72 of the 2010 Law, notices to shareholders shall be prepared and subsequently sent to the shareholders of the Merging Sub-funds. Page 7