**Exhibit 1**

 

**ARTICLESOF ASSOCIATION OF ARCADIS NV**

Effective as of June 5, 2003

 

*Note:Should any discrepancy arise between this translation and the original Dutchversion, then the Dutch version shall prevail.*

 

**CONTINUOUSTEXT**

 

of the current articles of association of the limited liability companyARCADIS N.V., domiciled in Arnhem, N.V. no. 251.237.

 

**AR T I C L E S :**

 

**Name. Corporate Seat.**

**Article 1.**

The name of the company is: ARCADIS N.V.

Itscorporate seat is in Arnhem, but it may also establish branches and/or officeselsewhere.

**Objects.**

**Article 2.**

Theobjects of the company are to participate and otherwise acquire an interest inother companies and enterprises, of whatever nature, to conduct the managementof such companies and enterprises, and to finance third parties and to furnishsecurity in any manner or bind itself for the obligations of third parties and,finally, to do all such things as may be incidental or conducive to theattainment of any of the foregoing.

**Capital and shares.**

**Article 3.**

3.1.                                                      Theauthorized capital of the company amounts to five million and ten euro(EUR 5,000,010.00). It is divided into:

•                                          fortymillion (40,000,000) ordinary shares, each with a par value of five eurocent(EUR 0.05);

•                                          fiftymillion (50,000,000) cumulative preference shares, each with a par value offive eurocent (EUR 0.05);

•                                          tenmillion (10,000,000) cumulative financing preference shares, each with a parvalue of five eurocent (EUR 0.05), subdivided into four series, numbered 1to 4, each of two million five hundred thousand (2,500,000) shares; and

•                                          twohundred (200) priority shares, each with a par value of five eurocent(EUR 0.05).

3.2.                                                      Wheneverreference is made in these articles to shares and shareholders this shall beunderstood to include ordinary shares, cumulative financing preference shares,cumulative preference shares and priority shares, or the holders of ordinaryshares, the holders of cumulative financing preference shares, the holders ofcumulative preference shares and the holders of priority shares, respectively,unless it explicitly appears otherwise from the articles. The cumulativepreference shares shall hereinafter be referred to as preference shares. Thecumulative financing preference shares shall hereinafter be referred to asfinancing preference shares.

Forthe purposes of these articles the series in which the financing preferenceshares have been subdivided are to be regarded as separate classes of shares.

3.3.                                                      Thebody authorized to issue shares may, in the event of an issue of a specificseries of financing preference shares of which no shares have been previously issued,resolve to issue more shares of that specific series than the number of theseries in question that is included in the authorized capital, in which eventthe maximum number of shares of the series in question that may be issued willbe equal to the total number of financing preference shares of the series notpreviously issued included in the authorized capital.

3.4.                                                      Ifon any issue more financing preference shares of a specific series are issuedthan in which the

 

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authorizedcapital is divided, the financing preference shares of the series issuedincluded in the authorized capital shall be increased by the number of sharesby which the number of shares of that series issued exceeds the number ofshares of that series at the time of the issue included in the authorizedcapital, while this number shall also be deducted from the numbers of shares ofthe series of the financing preference shares included in the authorizedcapital that have not been issued and this pro rata to the number of shares ofthat series in the authorized capital at the time of the issue in question, allthis with due observance of the provisions of the last sentence of thisparagraph.

Ifon any issue less financing preference shares of a specific series are issuedthan in which the authorized capital is divided, the financing preferenceshares of the series issued included in the authorized capital shall be reducedto the number of shares that will be issued of that series and the numbers offinancing preference shares of each series included in the authorized capitalof which shares have not previously been issued shall be increased by thenumber by which the series of shares issued has been reduced and this pro ratato the number of shares of that series in the authorized capital at the time ofthe issue in question, all this with due observance of the provisions of thelast sentence of this paragraph.

Inthe event of an issue of financing preference shares of a specific series, suchnumber of shares must be issued that the increase or reduction stated above ofthe number of financing preference shares of the other series included in theauthorized capital of which shares have not been previously issued, will resultin the number of financing preference shares of each series included in theauthorized capital, of which shares have not been previously issued, beingequal in full numbers.

3.5.                                                      Withoutprejudice to the provisions in paragraph 4 of this article, a resolution toissue as referred to in paragraph 3 may be adopted only under the conditionprecedent that a copy of the resolution be deposited without delay at theoffice of the Commercial Register.

Theresolution referred to in paragraph 3 shall state:

a.                                       thenumber by which the number of financing preference shares of the series inquestion included in the authorized capital is increased; and

b.                                      thenumbers by which the numbers of financing preference shares of the other seriesincluded in the authorized capital are reduced.

**Issue of shares.**

**Article 4.**

4.1.                                                      Resolutionsto issue shares shall be adopted by the general meeting of shareholders -hereinafter called: the general meeting - or the Supervisory Board, if thelatter has been designated for that purpose by the general meeting; aresolution to issue shares may only be adopted with the approval of the meetingof holders of priority shares - hereinafter called: the priority. So long asthe Supervisory Board has been designated as the body authorized to adoptresolutions to issue shares, the general meeting may no longer adopt suchresolutions.

4.2.                                                      Thegeneral meeting or the Supervisory Board shall, with the simultaneous approvalof the priority, determine the price - which, subject to the provisions insection 2:80, subsection 2, of the Dutch Civil Code, may not be below par - andthe further terms and conditions of issue, with due observance of the furtherrelevant provisions contained in these articles.

4.3.                                                      Ifthe Supervisory Board has been designated as the body authorized to adoptresolutions to issue shares, the number and class of shares that may be issuedmust be specified on such designation. On such designation the duration of thesame shall also be fixed, which may not exceed five years. The designation maybe extended, from time to time, for periods not exceeding five years. Unlesssuch designation provides otherwise, it may not be withdrawn.

4.4.                                                      Avalid resolution of the general meeting to issue shares or to designate theSupervisory Board, as referred to above, shall require, in addition to the approvalof the priority, a prior or simultaneous resolution of approval by each groupof shareholders of the same class whose rights are prejudiced by the issue.

4.5.                                                      Withineight days of a resolution by the general meeting to issue shares or todesignate the Management Board as the body authorized to issue, the lattershall deposit the full text of the resolution at the office of the commercialregister of the place where the company has its actual place of business.

Withineight days after each issue of shares the Management Board shall report thesame to the said office of the trade register stating the number and class.

 

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4.6.                                                      Theprovisions of paragraphs 1 to 5 of this article shall apply *mutatismutandis* to the granting of rights to subscribe for shares, but notto an issue of shares to a person who exercises a previously acquired right tosubscribe for shares.

**Payment.**

**Article 5.**

5.1.                                                      Ordinaryshares, priority shares and financing preference shares shall only be issuedagainst payment in full; preference shares may be issued against partialpayment, on the understanding that the obligatory part of the par value to bepaid must be equal for each preference share - irrespective of when it wasissued - and that upon subscription of the share at least one quarter of thepar value must be paid up.

5.2.                                                      Paymentmust be made in cash unless another form of contribution has been agreed.

Anon-cash contribution must be made without delay after subscription for theshare or after the day on which an additional payment was called up or agreed.

Suchcontribution must be capable of being valued in accordance with economic standards.A right to the performance of work or services may not be contributed.

5.3.                                                      Subjectto the approval of the Supervisory Board, the Management Board may at any timedecide on the day on which and the amount to which further payments on partlypaid preference shares must have been made. The Management Board shall notifythe holders of preference shares of such resolution without delay; the periodbetween such notification and the day on which the payments must have been madeshall be at least thirty days.

5.4.                                                      Uponan issue of preference shares by the corporate body designated for thatpurpose, a statement shall be made at a general meeting concerning the reasonsfor the issue within four weeks after such issue.

5.5.                                                      Anyissue of preference shares, or the granting of any right (however named andwhether or not conditional or subject to a time limit) to subscribe for suchshares, shall be possible only with the prior co-operation, granted for eachspecific case, of the general meeting of shareholders, if as a result of suchissue an amount of preference shares would or could come to be outstandingexceeding one hundred per cent (100%) of the amount of other sharesoutstanding.

5.6.                                                      Ifpreference shares have been issued pursuant to a resolution of a body otherthan the general meeting of shareholders, a general meeting of shareholdersmust be held every two years, for the first time not later than two years afterthe day on which such shares were issued for the first time, at which meetingsthe purchase or cancellation of such shares shall be included on the agendauntil said shares are no longer outstanding.

**Pre-emption right.**

**Article 6.**

6.1.                                                      Withoutprejudice to the provisions of the third sentence of section 2:96a, subsection1, of the Dutch Civil Code, upon the issue of ordinary shares and of financingpreference shares each holder of ordinary shares and each holder of financingpreference shares shall have a pre-emption right in respect of the shares to beissued pro rata to the amount of his ordinary shares and/or financingpreference shares.

Holdersof preference shares or priority shares shall have no pre-emption right inrespect of shares to be issued. Holders of ordinary shares and holders offinancing preference shares shall have no pre-emption right to preferenceshares or priority shares.

6.2.                                                      Theshareholders shall have no pre-emption right in respect of any shares issuedagainst a non-cash contribution.

6.3.                                                      Thegeneral meeting or the Supervisory Board, as the case may be, shall determinesimultaneously with a resolution to issue shares, subject to the approval ofthe priority and with due observance of this article, the manner in which andthe period within which the pre-emption right may be exercised.

6.4.                                                      TheSupervisory Board shall publish a notice of any issue in respect of which thereis a pre-emption right and the period during which such right may be exercisedin the State Gazette and in one or more nationally distributed dailynewspapers.

6.5.                                                      Thepre-emption right may be exercised during a period of at least two weeks afterthe day of publication of such notice in the State Gazette.

6.6.                                                      Thepre-emption right in respect of ordinary shares and in respect of financingpreference shares may be restricted or excluded by a resolution of the generalmeeting. The reasons for the proposal and the selection of the intended issueprice shall be explained in writing in the proposal for such resolution.

 

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Thepre-emption right may also be restricted or excluded by the Supervisory Board,if, by a resolution of the general meeting, the Supervisory Board has beendesignated as the body authorized for a fixed period not exceeding five yearsto restrict or exclude the pre-emption right; such a designation may be madeonly if the Supervisory Board has also been designated or is designatedsimultaneously as the body referred to in article 4, paragraph 1.

Thedesignation may be extended, from time to time, for periods not exceeding fiveyears. The designation shall in any case cease to apply as soon as thedesignation of the Supervisory Board as referred to in article 4, paragraph 1,is no longer in force.

Unlessthe designation provides otherwise, it may - without prejudice to the provisionsof the preceding sentence - not be withdrawn.

6.7.                                                      Ifless than one-half of the issued capital is represented at the meeting, aresolution of the general meeting to restrict or exclude the pre-emption rightin respect of ordinary shares or financing preference shares or to designate,as referred to in the preceding paragraph, shall require at least a two-thirdsmajority of the votes cast. Within eight days of the resolution, the ManagementBoard shall deposit the full text thereof at the office of the commercialregister.

6.8.                                                      Onthe granting of rights to subscribe for ordinary shares and financingpreference shares, the holders of ordinary shares and the holders of financingpreference shares shall have a pre-emption right; the provisions of thisarticle shall apply *mutatis mutandis*. The shareholders shallhave no pre-emption right in respect of shares issued to a person who exercisesa previously-acquired right to subscribe for shares.

**Repurchase of own shares/pledge on shares.**

**Article 7.**

7.1.                                                      a.                                       Subjectto the authorization by the general meeting and the approval of the SupervisoryBoard and the priority and notwithstanding the other provisions laid down insections 2:98 and 2:98d of the Dutch Civil Code, the Management Board may causethe company to acquire fully paid up shares in its own capital for valuableconsideration.

However,such acquisition shall only be permitted, if:

(i)                                                             theshareholders’ equity of the company less the acquisition price for the sharesto be acquired, is not less than the sum of the paid and called up part of itscapital and the reserves which must possibly be maintained pursuant to the law;

(ii)                                                          theaggregate par value of the shares to be acquired and of the shares in itscapital which the company holds itself or holds as a pledgee or which are heldby a subsidiary company, does not exceed one-tenth of the issued capital.

Therequirement, referred to under (i), shall be determined on the basis of thecompany’s shareholders’ equity as shown by the most recently adopted balance sheet,less the acquisition price for shares in the company’s capital and any distributionsto others from profits or reserves becoming due by it and its subsidiariesafter the balance sheet date. If in any financial year more than six monthshave elapsed since the end of a financial year without the adoption andapproval of the annual accounts, then an acquisition in accordance with thisparagraph shall not be permitted.

b.                                      Thegeneral meeting must specify in the authorization, which shall be valid for notmore than eighteen months, the number of shares which may be acquired, theclass of shares which may be acquired, the manner in which they may be acquiredand the limits within which the price must be set.

Theauthorization referred to in this paragraph shall not be required insofar asthe company acquires its own shares for the purpose of transferring the same toemployees of the company or of a legal person with which it is united in agroup under a scheme applicable to such employees.

7.2.                                                      TheManagement Board may only adopt resolutions to dispose of the shares acquiredby the company in its own capital subject to the approval of the SupervisoryBoard and the priority.

Articles4, 5 and 6 shall apply, *mutatis mutandis, *to such disposal, on the understanding that the disposal maybe effected below par and that the power to restrict or exclude the pre-emptionright shall be vested in the Management Board subject to the approval of theSupervisory Board and the priority.

7.3.                                                      Ifdepositary receipts for shares in the company have been issued, such depositaryreceipts shall for the purposes of the preceding paragraphs be ranked on a parwith shares.

 

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7.4.                                                      Sharesheld by the company in its own capital or in respect of which it holds theusufruct, shall not entitle the company to any distribution in respect of suchshares; neither shall shares in respect of which the company holds thedepositary receipts issued therefore or holds the usufruct in respect of such depositaryreceipts, entitle the company to such a distribution.

Theshares in respect of which the company does not derive any right todistribution under the preceding sentence shall not be included in the computationof the profit distributions.

7.5.                                                      Novote may be cast at the general meeting in respect of a share belonging to thecompany or a subsidiary or in respect of a share in respect of which either ofthem holds the depositary receipts issued therefor.

Thevoting rights of usufructuaries and pledgees of shares belonging to the companyor to a subsidiary shall, however, not be excluded if the usufruct or pledgewas established before the share became the property of the company or thesubsidiary. Neither the company nor a subsidiary may vote on a share in respectof which it holds a right of usufruct or a pledge.

Forthe determination of the extent the shareholders cast votes, are present orrepresented or of the extent to which the share capital is provided orrepresented, shares in respect of which the law or these articles provide thatno vote may be cast by law, shall not be included.

7.6.                                                      Subjectto the other relevant provisions laid down in 2:89a, subsection 1, of the DutchCivil Code, the company may only acquire a pledge in respect of its own sharesand/or depositary receipts issued thereof to the extent that the par value ofthe own shares to be pledged and the shares and/or depositary receipts issuedthereof already held or held in pledge by the company do not exceed one-tenthof the issued capital.

7.7.                                                      Neitherthe company nor a subsidiary may grant loans, provide collateral, guarantee theprice, otherwise guarantee or otherwise bind itself jointly and severally withor for third parties, for the purpose of the subscription or acquisition by thirdparties of shares in the capital of the company.

**Reduction of capital.**

**Article 8.**

8.1.                                                      Subjectto the approval of the Supervisory Board and the priority and with dueobservance of the provisions of section 2:99 of the Dutch Civil Code, thegeneral meeting may resolve to reduce the issued capital by a cancellation ofshares or by a reduction of the par value of shares by means of an amendment tothe articles. The shares referred to in such resolution must be designatedtherein and provisions for the implementation of the resolution must be madetherein.

Cancellationof shares with repayment or partial repayment or release from the obligation topay up, as referred to in section 2:99 of the Dutch Civil Code, may also takeplace solely in respect of ordinary shares or solely in respect of preferenceshares or solely in respect of priority shares or solely in respect of allfinancing preference shares of a particular series.

Apartial repayment or release must be made pro rata to all the shares inquestion.

Thepro rata requirement may be waived with the consent all the shareholdersconcerned.

Inthe event of cancellation with repayment of all the financing preference sharesof a particular series, the following shall be paid/repaid on shares of theseries in question:

a.                                       theamount paid up on the shares in question, including any share premium;

b.                                      adistribution in accordance with the provisions of article 27, paragraph 13.

8.2.                              Ifless than one-half of the issued capital is represented at the meeting, a resolutionof the general meeting of shareholders to reduce the capital shall require amajority of at least a two-thirds of the votes cast, unless the resolutionincludes an amendment to the articles, in which case article 28 shall beapplicable. Furthermore, such a resolution shall require the prior orsimultaneous approval of the meeting of each group of holders of shares of thesame class whose rights are prejudiced; the provision contained in thepreceding sentence shall apply, *mutatis mutandis,*to the passing ofresolutions at such meeting.

The notice convening a meeting at which aresolution referred to in this paragraph is to be considered shall state thepurpose of the reduction of the capital and the manner of its implementation;the second, third and fourth subsections of section 2:123 of the Dutch CivilCode shall apply *mutatis mutandis*.

**Shareholders’ register/share certificates.**

**Article 9.**

9.1.      Thepriority shares, the financing preference shares and the preference sharesshall be registered shares.

 

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Thepriority shares shall be numbered consecutively from P1 onwards, the preferenceshares shall be numbered consecutively from F1 onwards. Each series of thefinancing preference shares shall be provided with a series indication andnumbered consecutively from 1 onwards.

Theordinary shares shall be either in registered form or in bearer form, at theoption of the holder.

TheManagement Board shall determine the numbering and other indications in respectof the ordinary shares.

9.2.                                                      Sharecertificates may be issued solely for ordinary shares in registered form andfor financing preference shares in registered form.

9.3.                                                      TheManagement Board shall keep a register in which the names and addresses of allthe holders of shares in registered form shall be recorded, stating the amountpaid up on each share, as well as the other information required under the law.The register shall also state the amount paid as share premium on eachfinancing preference share.

Thenames and addresses of those persons who have a right of usufruct or a pledgeon shares in registered form shall also be recorded therein, stating whetherthey are entitled to the rights attaching to shares in accordance withsubsections 2, 3 and 4 of sections 2:88 and 2:89 of the Dutch Civil Code, and,if so, which rights.

9.4.                                                      Theregister shall be regularly kept up-to-date; the granting of each release fromliability for payments not yet made shall be recorded therein. Each entry inthe register shall be signed by a member of the Management Board or by a personwho has been granted a power of attorney to do so by the Management Board.

9.5.                                                      Uponrequest and at no cost the Management Board shall provide a holder of shares inregistered form, as well as a registered usufructuary and pledgee with anextract from the register in respect of their respective rights to a share inregistered form.

Ifthe share is subject to a right of usufruct or a pledge, the extract shallstate in whom the rights referred to in subsections 2, 3 and 4 of sections 2:88and 2:89 of the of the Dutch Civil Code, are vested.

9.6.                                                      TheManagement Board shall deposit the register at the office of the company forinspection by the shareholders and by the usufructuaries and pledgees in whomthe rights referred to in subsection 4 of sections 2:88 and 2:89 of the DutchCivil Code, are vested.

Thepreceding sentence shall not apply to that part of the register which is keptoutside the Netherlands in compliance with applicable legislation or pursuantto the rules of an exchange.

Theinformation in the shareholders’ register in respect of preference shares whichhave not been paid up in full shall be available for public inspection; a copyor an extract of such information shall be provided at no more than cost.

9.7.                                                      Eachholder of a share in registered form, as well as each persons who has a rightof usufruct or a pledge in respect of shares in registered form, must notifyhis address to the Management Board.

9.8.                                                      Allnotifications and convening notices of meetings to shareholders or thosepersons who have a right of usufruct or a pledge on shares and who may exercisethese rights in accordance with subsections 2 to 4 of sections 2:88 and 2:89 ofthe Dutch Civil Code, shall be given by publication in at least one nationallydistributed daily newspaper, as well as in the Official Price List of thecompany limited by shares *[naamloze vennootschap]*: EuronextAmsterdam N.V., as well as - if applicable - in such manner as isrequired in connection with the listing of shares in the company on one or moreother stock exchanges, unless these articles provide otherwise.

9.9.                                                      Unlessthe law provides otherwise, the transfer of shares in registered form or thetransfer of a restricted right thereto shall require an instrument for suchpurpose and, save when the company itself is party to such legal act, thewritten acknowledgment by the company of such transfer. The acknowledgmentshall be made in the instrument, or by means of a dated endorsement containing theacknowledgement on the instrument or on a copy or extract thereof certified bya civil-law notary or the transferor. Service of such instrument or such copyor extract on the company shall be considered to have the same effect as anacknowledgment.

Inthe case of a transfer of shares not paid up in full, the acknowledgment may bemade only if the instrument has a recorded, or otherwise fixed, date.

9.10.                                                Theprovisions of paragraph 9 shall apply *mutatis mutandis*to the creation and thewaiver of a restricted right to shares in registered form.

 

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**Definitions andshare certificate for ordinary shares to bearer.**

**Article 10.**

10.1.                                                Inthis article and further in these articles the following terms shall have thefollowing meanings, unless it explicitly appears otherwise from these articles.
| Member Institution | :                     an institution which under the Transfer of Securities (Giro) Act *[Wet  giraal effectenverkeer]* has been admitted as a member institution  and may maintain a collective deposit within the meaning of this Act;                                                      |
|--------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                             |
| Participant        | :                     a participant in the collective deposit within the meaning of the  Transfer of Securities (Giro) Act;                                                                                                                                                                  |
|               |                                                                                                                                                                                                                                                                                                                                                                                             |   |
| Necigef            | :                     the central institution within the meaning of the Transfer of Securities  (Giro) Act; on the date of the execution of this deed the following  institution has been designated as central institution: Nederlands Centraal  Instituut voor Giraal Effectenverkeer B.V. |

10.2.                                                Allthe ordinary shares in bearer form shall be embodied in one share certificate.

10.3.                                                Uponsubscription for ordinary shares to be issued and upon the granting of ordinaryshares, the person who acquires a right vis-à-vis the company to an ordinaryshare will receive a right in respect of an ordinary share in bearer form inthe following manner.

10.4.                                                Thecompany shall cause the share certificate referred to in paragraph 2 to be keptby Necigef for the person or persons entitled thereto.

10.5.                                                Thecompany shall grant a right in respect of an ordinary share to a personentitled thereto through (a) Necigef enabling the company to add a share (orcause the same to be added) to the share certificate and (b) the personentitled designating a Member Institution which will credit him accordingly asParticipant in its collective deposit.

10.6.                                                Withoutprejudice to the provisions of article 20, paragraph 6, the administration ofthe share certificate shall be irrevocably entrusted to Necigef and Necigefshall be irrevocably empowered to do all that which mat be necessary in respectof the shares in question on behalf of the person or persons entitled thereto,including acceptance and transfer and the lending of its co-operation to themaking of additions to and deductions from the share certificate.

10.7.                                                Ifa Participant requires that the Member Institution delivers one or moreordinary shares in bearer form up to at most the number for which he is aparticipant, (a) Necigef shall transfer the shares by deed to the personentitled, (b) the company shall acknowledge the transfer, (c) Necigef shallenable the company to deduct the shares from the share certificate (or causethe same to be deducted), (d) the Member Institution in question shall debitthe person entitled accordingly as participant in its collective deposit and (e)the company shall register the holder (or cause the holder to be registered) asthe holder of a share in registered form in the shareholders register.

Thecompany may charge to the shareholder who has his shares registered inregistered form or in bearer form pursuant to the provisions of this paragraphor of paragraph 8, no more than the costs attaching thereto.

10.8.                                                Aholder of an ordinary share in registered form may have the same registered inbearer form at any time, with the proviso that this may only be done through(a) the person entitled transferring this share by deed to Necigef, (b) thecompany acknowledging such transfer, (c) Necigef enabling the company to addthe share (or cause the same to be added) to the share certificate, (d) a Participantdesignated by the person entitled crediting the person entitled accordingly asParticipant in its collective deposit and (e) the company removing the personentitled (or causing the person entitled to be removed) as the holder of theshare in question from the shareholders’ register.

10.9.                                                Theshare certificate shall be signed in person by a member of the ManagementBoard.

10.10.                                          Ifthe share certificate has become lost, the Management Board may issue aduplicate certificate under such terms and conditions as the Management Boardshall attach thereto.

Uponthe issue of such document, which shall bear the word duplicate, the originaldocument shall become null and void vis-à-vis the company.

 

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**Restrictions on the transfer of preference shares.**

**Article 11.**

11.1.                                                Eachtransfer of preference shares shall require the approval of the ManagementBoard. The approval shall be requested in writing, stating the name and addressof the intended transferee, as well as the price or other consideration whichthe intended transferee is prepared to pay or to give.

11.2.                                                Ifthe approval is refused, the Management Board must simultaneously designate oneor more prospective purchasers who are willing and able to purchase all of theshares to which the request relates, for cash at a price to be set by mutualagreement by the transferor and the Management Board within two months of suchdesignation.

11.3.                                                Ifthe transferor has not within three months of receipt by the company of therequest for approval of the intended transfer received from the company awritten notification concerning this or if a timely written refusal of theapproval was not simultaneously accompanied by the designation of one or moreprospective purchasers as referred to in paragraph 2, the approval of thetransfer shall be deemed to have been granted after the expiry of said periodor after receipt of the notification of refusal.

11.4.                                                Ifno agreement has been reached between the transferor and the Management Boardconcerning the price referred to in paragraph 2 within two months of the refusalof the approval, the price shall be set by an expert to be appointed by thetransferor and the Management Board by mutual agreement or, failing agreementconcerning this within three months of the refusal of the approval, by thePresident of the Chamber of Commerce and Industries in whose district thecompany has its actual place of business, upon the request of the party takingthe initiative.

11.5.                                                Thetransferor shall have the right to decide not to proceed with the transfer,provided he notifies such in writing to the Management Board within one monthafter having been informed of both the name of the prospective purchaser orpurchasers and the price as set.

11.6.                                                Inthe event of approval of the transfer within the meaning of paragraph 1 orparagraph 3, the transferor shall have the right during a period of threemonths after this approval to transfer all of the shares to which his requestrelated to the transferee mentioned in the request, at the price orconsideration stated by him as referred to in paragraph 1 of this article.

11.7.                                                Thecosts relating to the transfer incurred by the company may be charged to thenew transferee.

**Management Board.**

**Article 12.**

12.1.                                                Thecompany shall be managed, under the supervision of a Supervisory Board, by aManagement Board consisting of one or more members whose number shall be set bythe Supervisory Board after consultation with the Management Board.

12.2.                                                Ifthe Management Board consists of two or more members, the Supervisory Board mayappoint one of them as chairman.

12.3.                                                Allresolutions of the Management Board shall be passed by an absolute majority ofthe votes cast; if there is a tie in voting, if the Supervisory Board has appointeda member of the Management Board as Chairman and the Management Board alsoconsists of more than two members, the Chairman of the Management Board shalldecide; if no Chairman of the Management Board is appointed and also if theManagement Board consists of no more than two members, the Supervisory Boardwill decide.

12.4.                                                Thefurther (internal) procedure of the Management Board can be laid down inregulations. The Management Board can determine in regulations with which taskeach member of the Management Board more particular will be responsible.

Theregulations require the approval of the Supervisory Board.

12.5.                                                Thegeneral meeting shall appoint the members of the Management Board. Theappointment by the general meeting will be done on a binding or non-bindingnomination by the Supervisory Board. A person who has attained the age of sixtyyears may not be appointed as a member of the Management Board, unless theSupervisory Board explicitly decides otherwise.

12.6.                                                If a vacancy has arisen, the ManagementBoard shall invite the Supervisory Board to make a nomination within sixmonths. The general meeting may appoint a member of the Management Board at itsdiscretion if the Supervisory Board has not within the period of six monthsacted upon the invitation.

12.7.                                                A nomination is binding when it hasbeen made in due time and for each appointment a choice can be made from atleast two persons. However, the general meeting may at all times overrule thebinding nature of such a nomination by a resolution adopted by at least a twothirds majority of the votes cast,

 

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if such majority represents morethan half the issued share capital.

12.8.                                                Ifthe Supervisory Board has made a non-binding nomination, the appointment of amember of the Management Board, in contravention to the nomination, is possibleprovided that the resolution to appoint by the general meeting will be adoptedby at least a two thirds majority of the votes cast, if such majorityrepresents more than half the issued share capital.

12.9.                                                TheSupervisory Board may at any time suspend a Member of the Management Board. Thegeneral meeting may at any time, such in accordance with paragraph 10 of thisarticle, suspend or dismiss a member of the Management Board.

12.10.                                          If a member of the Management Boardis suspended, the general meeting shall within three months after thesuspension has taken effect resolve either to dismiss such member of the Management Board,or to terminate or continue the suspension, failing which the suspension shalllapse.

A resolution to continue thesuspension may be adopted only once and in such event the suspension may becontinued for a maximum period of two months commencing on the day the generalmeeting or the Supervisory Board has adopted the resolution to continue thesuspension.

If within the period ofcontinued suspension it was not resolved either to dismiss the member of theManagement Board concerned or to terminate the suspension, the suspension shalllapse.

A member of the Management Boardwho has been suspended shall be given the opportunity to account for hisactions at the general meeting and to be assisted by an adviser.

Thegeneral meeting can only resolve to suspend, to continue the suspension or todismiss a member of the Management Board, unless at the proposal of theSupervisory Board, if such resolution is adopted by at least a two thirdsmajority of the votes cast, if such majority represents more than half theissued share capital.

12.11.                                          Inthe event one or more members of the Management Board being absent or preventedfrom acting, the remaining members of the Management Board or the onlyremaining member of the Management Board shall be charged with the entiremanagement; in the event of all the members of the Management Board or the onlymember of the Management Board being absent or prevented from acting, the SupervisoryBoard shall be temporarily charged with the management, without prejudice toits power to appoint one of its members as temporary manager and subject to theobligation, in the event of absence, to fill the vacancy as soon as possible.

12.12.                                          Amember of the Management Board shall resign at the close of the annual generalmeeting of shareholders held in the financial year in which he attains the ageof sixty-five years, unless the Supervisory Board explicitly decides otherwise.

**Article 13.**

TheSupervisory Board shall set the salary, the bonus, if any, and the furtherterms of employment of the members of the Management Board.

**Representation.**

**Article 14.**

14.1.                                                Theauthority to represent the company shall be vested in the Management Board andin each member of the Management Board individually.

14.2.                                                Ifthe company has a conflict of interest with one of the members of theManagement Board, then, contrary to the provisions of paragraph 1 above, thecompany shall be represented by such member of the Supervisory Board as shallbe designated for that purpose by the Supervisory Board.

14.3.                                                TheManagement Board has the authority, without the prior approval of the generalmeeting, but subject to the approval of the Supervisory Board, to perform legalacts:

a.                                       inconnection with the subscription for shares, as a result of which specialobligations are imposed upon the company;

b.                                      relatingto the acquisition of shares on terms other than on which the general publicmay participate in the company;

c.                                       withrespect to contributions on shares other than in cash.

14.4.                                                Theapproval of the Supervisory Board shall be required for the followingresolutions of the Management Board:

a.                                       issueand acquisition of shares in the company and debt instruments issued by thecompany or of debt instruments issued by a limited partnership or a generalpartnership of which the company is the general partner with full liability;

b.                                      co-operationin the issue of depositary receipts for shares;

 

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c.                                       applicationfor a listing or withdrawal of the official listing of the securities referredto in paragraphs a and b on the official list of any exchange;

d.                                      entryinto or termination of a continuing direct co-operation by the company or anindependent company with another legal person or company or as general partnerwith full liability in a limited partnership or a general partnership if suchco-operation or the termination thereof is of far-reaching significance for thecompany;

e.                                       acquisitionof a participating interest by the company in the capital of another companythe value of which equals at least the sum of one-quarter of the issued capitaland the reserves of the participating company, as shown in its balance sheetwith explanatory notes as well as a far-reaching change in the size of any suchparticipating interest;

f.                                         investmentsrequiring an amount equal to at least the sum of one-fourth of the issuedcapital and the reserves of the company as shown in its balance sheet withexplanatory notes;

g.                                      aproposal to amend the articles;

h.                                      aproposal to wind up the company;

i.                                          applicationfor involuntary liquidation and for a moratorium of payments;

j.                                          terminationof the employment contract of a considerable number of employees of the companyor of a dependent company at the same time or within a short timespan;

k.                                       afar-reaching change in the working conditions of a considerable number ofemployees of the company or of a dependent company;

l.                                          aproposal to reduce the issued capital;

m.                                    aproposal for a legal merger or a legal demerger as meant in section 2:7 DutchCivil Code.

14.5.                                                Thelack of approval by the Supervisory Board for a resolution referred to inparagraph 4 of this article shall not affect the representative authority ofthe Management Board or the members of the Management Board.

14.6.                                                Theresolutions referred to above in paragraph 4, subparagraphs a, d, e, f, g andh, shall also require the approval of the priority.

Inaddition, the approval of the priority shall be required to file an applicationfor involuntary liquidation.

**Supervisoryboard.**

**Article 15.**

15.1.                                                Thesupervision of the management as conducted by the Management Board and thegeneral course of business within the company and the enterprise connectedtherewith shall be exercised by a Supervisory Board consisting of naturalpersons; the Supervisory Board shall set the number of its members, which mustat least be three.

15.2.                                                TheSupervisory Board shall appoint a chairman and a secretary from their number.

15.3.                                                ASupervisory Director shall resign on the day that four years have elapsed sincehis appointment. After his first term of office has ended a SupervisoryDirector shall only twice be eligible for reappointment for a full term of fouryears.

15.4.                                                Withoutprejudice to the provisions of the previous paragraph, the Supervisory Boardmay decide that one or more of its members shall retire by rotation at suchannual general meeting of shareholders as the Supervisory Board shall decide,in accordance with such schedule as shall be drawn up for this purpose by theSupervisory Board.

Achange in such schedule may not cause a Supervisory Director in office to retireagainst his will before the end of term for which he was appointed.

15.5.                                                Thegeneral meeting shall appoint the members of the Supervisory Board. Theappointment by the general meeting will be done on a binding or non-bindingnomination by the Supervisory Board.

15.6.                                                The Supervisory Board will make anomination within six months after a vacancy has occurred. The general meetingmay appoint a member of the Supervisory Board at its discretion if theSupervisory Board has not within the period of six months made a nomination.

15.7.                                                A nomination is binding when it hasbeen made in due time and for each appointment a choice can be made from atleast two persons. However, the general meeting may at all times overrule thebinding nature of such a nomination by a resolution adopted by at least a twothirds majority of the votes cast, if such majority represents more than onethird of the issued share capital.

15.8.                                                Ifthe Supervisory Board has made a non-binding nomination, the appointment of amember of the Supervisory Board, in contravention to the nomination, ispossible provided that the resolution to

 

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appointby the general meeting will be adopted by at least a two thirds majority of thevotes cast, if such majority represents more than one third of the issued sharecapital.

15.9.                                                Thegeneral meeting may at any time, such in accordance with the provisions set outhereinafter in this article, suspend or dismiss a member of the SupervisoryBoard.

If a member of the SupervisoryBoard is suspended, the general meeting shall within three months after thesuspension has taken effect resolve either to dismiss such member of theSupervisory Board, or to terminate or continue the suspension, failing whichthe suspension shall lapse.

A resolution to continue thesuspension may be adopted only once and in such event the suspension may becontinued or a maximum period of two months commencing on the day the generalmeeting has adopted the resolution to continue the suspension.

If within the period ofcontinued suspension it was not resolved either to dismiss the member of theSupervisory Board concerned or to terminate the suspension, the suspensionshall lapse.

A member of the SupervisoryBoard who has been suspended shall be given the opportunity to account for hisactions at the general meeting and to be assisted by an adviser.

Thegeneral meeting can only resolve to suspend, to continue the suspension or todismiss a member of the Supervisory Board, unless at the proposal of theSupervisory Board, if such resolution is adopted by at least a two thirdsmajority of the votes cast, if such majority represents more than one third ofthe issued share capital.

15.10.                                          Together with a nomination for theappointment of a member of the Management Board or of the Supervisory Board thefollowing information shall be given in respect of the candidate: his age, hisprofession, the number of shares in the share capital of the company held byhim and the positions he holds or held insofar as relevant to the fulfilment ofthe duties as a member of the Management Board or the Supervisory Boardrespectively. Furthermore mention shall be made of the legal entities for whichhe serves as a member of the Supervisory Board whereby, in case legal entitiesare included which belong to the same group, it shall be sufficient to mentionsuch group.

The nomination for theappointment of a member of the Management Board or the Supervisory Board shallinclude the reasons.

15.11.                                          Thegeneral meeting shall set the fixed remuneration of the members of theSupervisory Board. Their expenses shall be reimbursed.

15.12.                                          TheSupervisory Board may appoint one of the Supervisory Directors as DelegatedSupervisory Director, who shall in particular be charged with assisting theManagement Board in its day-to-day management and rendering advice to it.

TheSupervisory Board may grant the Delegated Supervisory Director a remunerationchargeable to the company in addition to the fixed remuneration referred to inparagraph 11 of this article.

**Article 16.**

16.1.                                                TheSupervisory Board may decide that one or more of their members shall haveaccess to all the premises of the company and shall be authorized to inspectall the books, correspondence and other records, to check the cash and othercash equivalents and to take cognizance of all acts that have been performed,or that they may exercise a part of these powers.

16.2.                                                TheSupervisory Board shall meet whenever requested to do so by the chairman or twoof their members. All resolutions of the Supervisory Board shall be passed byan absolute majority of votes. In the event of an equality of votes, a newmeeting shall be convened within two weeks. If again there is an equality ofvotes, the proposal shall be rejected.

ASupervisory Director may only cause himself to be represented by anotherSupervisory Director holding a written proxy.

16.3.                                                Themeetings of the Supervisory Board shall be convened by or on behalf of thechairman of that Board, stating the business to be transacted. The chairmanshall prepare the agenda for the meeting.

16.4.                                                Themeetings of the Supervisory Board shall be chaired by the chairman or in hisabsence by another Supervisory Director to be designated by the SupervisoryBoard. In the absence of the secretary, the meeting concerned shall appoint itssecretary.

16.5.                                                Minutesshall be kept of the proceedings at the meetings of the Supervisory Board,which minutes shall be signed by the chairman and the secretary of thatmeeting.

16.6.                                                Withoutprejudice to the provisions of paragraph 7, the Supervisory Board may not adoptresolutions if the majority of their members are not present or represented atthe meeting.

16.7.                                                TheSupervisory Board may also pass resolutions otherwise than at a meeting,provided such

 

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resolutionsare adopted in writing, by telegram, by telex or by fax and the proposal inquestion has been put to all the Supervisory Directors and none of them hasobjected to this method of passing a resolution and all the Supervisory Directorshave expressed themselves in favour of the proposal in question.

Anyresolution so passed shall be recorded in the minutes book of the SupervisoryBoard, which minutes book shall be kept by the secretary of the SupervisoryBoard; the documents evidencing the passing of such resolution shall be keptwith the minutes book.

16.8.                                                Themeetings of the Supervisory Board shall be attended by the members of theManagement Board, unless the Supervisory Board shall decide otherwise.

16.9.                                                Afterconsultation with the Management Board, the Supervisory Board may be assistedat the expense of the company by a registered accountant who shall be givenpermission to inspect all the books and records of the company.

16.10.                                          Thefurther (internal) procedures of the Supervisory Board shall be regulated in aset of rules drawn up and whenever necessary reviewed by the Supervisory Board.

**General meetings of shareholders.**

**Article 17.**

17.1.                                                Thegeneral meetings of shareholders shall be held in Arnhem, Amsterdam or Utrechtand notice convening a general meeting shall be given by the Management Boardor the Supervisory Board not later than on the fifteenth day prior to the dayof the meeting in the manner as described in article 9, paragraph 8, of thesearticles.

Theshareholders shall be called to the general meeting by the Management Board orthe Supervisory Board.

17.2.                                                Oneor more shareholders representing alone or together at least one per cent (1%)of the issued capital shall have the right to propose an item for the agenda,provided they submit their proposals in writing to the chairman of theManagement Board or the Supervisory Board accompanied by documentary evidenceof their shareholdings at least sixty days prior to the day of the meeting.

Ifthey have submitted their proposals to the chairman of the Management Board orthe Supervisory Board in good time such that the Management Board is able toplace these on the agenda for the next meeting or is still able prior to thatmeeting to publish the fact that these proposals will be considered at thatmeeting, by means of a supplementary notice in the same manner with due observanceof the period set for giving notice of the meeting, in a nationally distributeddaily newspaper as well as in the Official List of Euronext Amsterdam N.V., theManagement Board or the Supervisory Board shall be obliged to do so, unless inthe opinion of the Management Board or the Supervisory Board substantialinterests of the Company dictate otherwise.

Awritten statement from a Member Institution to the effect that the number ofordinary shares in bearer form mentioned in that statement forms part of itscollective deposit and that the person mentioned in that statement is aParticipant in its collective deposit for the ordinary shares as mentioned inthe statement, shall deemed to be documentary evidence of a holding of sharesin bearer form as referred to in the first sentence of this paragraph.

**Article 18.**

Thenotice convening a meeting shall state the items of business to be considered,unless the agenda is deposited at the office of the company and at such otherplaces as shall be stated in the notice, for inspection by the shareholders -who may obtain copies of the agenda free of charge - and such deposit is statedin the notice; if a proposal to amend the articles or to wind up the company ora proposal to reduce the capital is to be submitted to the general meeting,this must always be stated in the convening notice.

Novalid resolutions may be passed in respect of matters in respect of which theprovisions of the preceding sentence have not been complied with and theconsideration of which has not as yet been published in the same manner withdue observance of the period set for giving notice of the meeting.

**Article 19.**

19.1.                                                Theannual general meeting of shareholders shall be held before the first of July.

19.2.                                                Atthis meeting:

a.                                       thewritten report of the Management Board on the business of the company and themanagement conducted shall be considered;

b.                                      theannual accounts prepared by the Management Board shall be submitted to thegeneral meeting of shareholders for adoption and the profit appropriation shallbe adopted with due

 

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observanceof the provisions of article 27 of these articles;

c.                                       theproposals to grant a discharge to the members of the Management Board fromliability for their management and a discharge to the members of theSupervisory Board from liability for their supervision shall be brought up fordiscussion as a separate item of business;

d.                                      thevacancies, if any, shall be filled;

e.                                       thematters brought up for discussion by the Management Board and/or theSupervisory Board, with due observance of the provisions of the articles of association,shall be considered.

Theitems of business referred to in a, b and c need not be considered if theperiod for preparing the annual accounts has been extended.

19.3.                                                Extraordinarygeneral meetings shall be held whenever they are convened pursuant to aresolution of the Management Board or the Supervisory Board. Further, theprovisions of sections 2:110, 2:111 and 2:112 of the Dutch Civil Code areapplicable to the company.

**Article 20.**

20.1.                                                Thegeneral meetings of shareholders shall be chaired by the chairman of theSupervisory Board.

Inthe absence of the chairman the meeting shall be chaired by one of theSupervisory Directors present at the meeting; if more Supervisory Directors arepresent, they shall elect a chairman from their number. If only one SupervisoryDirector is present he shall chair the meeting. If no Supervisory Director ispresent, the meeting shall itself elect its chairman.

Thechairman shall appoint the secretary.

20.2.                                                Beforebeing admitted to a meeting a shareholder or his proxy must sign an attendancelist, stating his name and the number of votes which he may cast at themeeting, and in case of a proxy also the name (names) of the person or personsfor whom he acts.

20.3.                                                Aholder of shares in registered form, as well as any person who has a right ofusufruct or pledge on shares and may assert these rights in accordance withsubsection 4 of sections 2:88 and 2:89 of the Dutch Civil Code, or his proxy,shall only have access to the general meeting if he or the person for whom he actsis registered as such in the shareholders’ register and the company has receivedwritten notice of his intention to attend the meeting at the place and on theday, at the latest, as defined in paragraph 6.

20.4.                                                TheManagement Board may decide that for the purposes of the provisions ofparagraph 3 the parties entitled shall be those persons who (i) at such time asthe Management Board shall determine are a shareholder or deemed to be ashareholder, which time shall hereinafter be referred to as: the “registrationtime”, and (ii) have been registered as such in a register (or one or moreparts thereof) designated by the Management Board, hereinafter to be referredto as: the “register”, provided (iii) the holder of the register has given thecompany written notice prior to the general meeting at the request of theshareholder in question or the person who is deemed to be a shareholder thatthe person in question intends to attend the general meeting, regardless of whois a shareholder or is deemed to be a shareholder at the time of the generalmeeting. The notice shall state the name and the number of shares which thesaid person will represent at the general meeting, where applicable accompaniedby a written statement from a Member Institution to the effect that the numberof ordinary shares in bearer form mentioned in that statement forms part of itscollective deposit and that the person mentioned in that statement is aParticipant in its collective deposit for the ordinary shares as stated. Theprovisions set out above in (iii) relating to the notice to the Company shallalso apply to the person holding a written proxy of a shareholder or a personwho is deemed to be a shareholder.

20.5.                                                Ifthe Management Board does not exercise the right as referred to in paragraph 4,a holder of shares in registered form, as well as a holder of a right ofusufruct or pledge who has the right to vote or his proxy shall only haveaccess to the general meeting if he or the person for whom he acts isregistered as such in the register referred to in article 9 and the company hasreceived written notice of his intention to attend the meeting, if applicable,on presentation of the proxy, at the place and on the day, at the latest, asdefined in paragraph 6.

20.6.                                                Ifthe Management Board does not exercise the right as referred to in paragraph 4,the company shall, as far as the right to vote and/or the right to attendmeetings of holders of ordinary shares in bearer form is concerned, regard as ashareholder the person mentioned in a written statement from a MemberInstitution to the effect that the number of ordinary shares in bearer formmentioned in that statement forms part of its collective deposit and that theperson mentioned in that statement is a Participant in its collective depositfor the said ordinary shares and shall remain so until after the meeting,provided the

 

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statementin question has been deposited in good time at the office of the company or atsuch other place as shall be determined by the Management Board.

Theprovisions of the preceding sentence shall apply *mutatis mutandis*to thosepersons who have a right of usufruct or pledge in respect of one or more ordinaryshares in bearer form and can assert these rights in accordance with subsection4 of sections 2:88 and 2:89 of the Dutch Civil Code.

Thenotice convening a meeting shall state the place where the statement from theMember Institution must be deposited and the day on which the notice to theManagement Board must have been given or the statement from the MemberInstitution must have been deposited at the latest; this day may not be set anyearlier than on the seventh day prior to that of the meeting.

20.7.                                                Thenotice convening a general meeting of shareholders shall always make mention ofthe provisions of paragraphs 3 and 6 of this article.

20.8.                                                Foreach share only one person may be designated as a proxy.

20.9.                                                Thosewho wish to be admitted to the general meeting must identify themselves uponrequest.

20.10.                                          Ifone or more shares are held in joint ownership, the persons jointly entitledthereto may only cause themselves to be represented vis-à-vis the company byone person jointly designated by them in writing for that purpose. Theprovisions of the preceding sentence shall not apply to shares which belong toa community of property as referred in the Transfer of Securities (Giro) Act *[Wet giraaleffectenverkeer].* The person who has been designated shall only haveaccess to the general meeting if the written designation or a certified copythereof is in the possession of the company at the latest on the day referredto in paragraph 3. For the purposes of paragraphs 2, 3 and 6 this person shallbe deemed to be the attorney-in-fact.

**Article 21.**

21.1.                                                Unlessa notarial record is made of the business transacted at the meeting, minutesshall be taken of each meeting.

Theminutes shall be adopted and in evidence thereof be signed by the chairman andthe secretary.

Thenotarial record or the minutes, as the case may, shall state the number ofshares represented at the meeting and the number of votes that could be cast onthe basis of the attendance list referred to in article 20, paragraph 2; theattendance list referred to in article 20, paragraph 2, shall not form part ofthe notarial record or the minutes, as the case may, and shall not be madeavailable to a shareholder, unless the shareholder shows that he has areasonable interest therein for the verification of the correct course of theproceedings at the meeting in question.

Afterthe execution of the notarial instrument, or after adoption of the minutes bythe chairman and the secretary of the meeting in question, a copy of thenotarial record or the minutes, as the case may, shall be deposited at the officeof the company for inspection by the shareholders.

21.2.                                                Inthe event of special circumstances, the chairman of the meeting, the chairmanof the Supervisory Board and the chairman of the Management Board may giveinstructions for a notarial record to be made at the company’s expense.

21.3.                                                Allissues concerning admittance of shareholders to the general meeting, concerningthe exercising of the voting right and the outcome of votes, as well as allother issues relating to the proceedings at the meeting, shall be decided inthe last resort by the chairman of the meeting in question.

21.4.                                                Thechairman of the meeting shall have the power to admit persons other thanshareholders and their representatives to the general meeting.

**Article 22.**

22.1.                                                Theresolutions of the general meeting of shareholders shall be passed by anabsolute majority of the votes validly cast, unless these articles or the lawrequire a greater majority.

22.2.                                                Eachshare which is represented at the meeting shall confer the right to cast onevote.

22.3.                                                Blankvotes and invalid votes shall be deemed as not having been cast

**Article 23.**

23.1.                                                Votingshall be oral, or when voting at the appointment, suspension and removal orrecommendation of persons, if a person entitled to vote requests a vote byballot, by sealed and unsigned ballots. A different manner of voting, forinstance by acclamation, shall be permitted if none of the persons entitled tovote objects.

23.2.                                                Ifwhen voting at the election of persons no absolute majority is obtained at thefirst ballot, a new free ballot shall be taken. If again no absolute majorityis obtained, a second ballot shall be taken between the two persons whoobtained the most votes.

 

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Ifas a result of an equality of the number of votes obtained more than twopersons qualify for the second ballot, then an intermediate ballot shall decidewhich two persons will qualify for the second ballot, or which person willqualify for the second ballot together with the person who obtained thegreatest number of votes.

Ifas a result of an equality of the number of votes cast an intermediate ballotor a final ballot does not lead to a decision, lots shall be drawn.

23.3.                                                Ifthere is a tie in voting on other matters, the proposal shall be put to asecond vote. In the event of there being a tie at the second vote, the proposalshall be rejected.

**Meetings ofholders of priority shares, financing preference shares of a specific seriesand meetings of holders of preference shares.**

**Article 24.**

24.1.                                                Ameeting of holders of priority shares, or preference shares or a specificseries of financing preference shares, as the case may be, shall be convenedwhenever the Management Board and/or the Supervisory Board so decide andwhenever a resolution of such meeting is required pursuant to the articles.

Themeetings of holders of priority shares or preference shares or a specificseries of financing preference shares, as the case may be, shall be held inArnhem, Amsterdam or Utrecht.

24.2.                                                Thenotices convening a meeting of holders of preference shares and a meeting ofholders of financing preference shares shall be given in writing and sent tothe addresses referred to in article 9, paragraph 3, observing a period anotice of at least a six days not counting the day of the notice nor the day ofthe meeting.

Thenotice shall state the items of business to be considered.

Themeeting shall be presided over by the chairman of the Supervisory Board, unlessthe latter, or in his absence the Supervisory Board, appoints another person topreside over the meeting.

Thechairman shall appoint the secretary.

24.3.                                                Article20, paragraphs 2 and 3, article 21, article 22 and article 23, paragraph 1,shall apply *mutatismutandis*.

24.4.                                                Ata meeting at which the entire capital issued in the form of priority shares orin the form of preference shares or in the form of financing preference sharesof a specific series, as the case may be, is represented, valid resolutions maybe passed provided they are passed unanimously, even if the requirementsconcerning the place of the meeting, the manner of convening it, the period ofnotice and the inclusion of the subject matters on the agenda in the conveningnotice have not been observed.

24.5.                                                Theholders of priority shares or the holders of preference shares or the holdersof financing preference shares of a specific series, as the case may be, maypass all resolutions which they may pass at a meeting also otherwise than at ameeting.

Aresolution may be passed otherwise than at a meeting only if so requested by amember of the Management Board or a Supervisory Director and if all the holdersof priority shares or all the holders of preference shares or all the holdersof financing preference shares of a specific series, as the case may be, haveexpressed themselves in writing in favour of the proposal in question. Aresolution so passed shall be recorded by the chairman of the Supervisory Boardin the minutes book of the meeting of holders of priority shares, of preferenceshares, or of financing preference shares of a specific series, which recordwill be signed by him and be read out by him at the next meeting of holders ofpriority shares, of preference shares or of financing preference shares of aspecific series; in addition, all documents evidencing the passing of suchresolution shall be kept with the minutes book.

**Financial year. Annual accounts.**

**Article 25.**

25.1.                                                Thefinancial year shall coincide with the calendar year.

25.2.                                                Eachyear, within five months after the end of each financial year – save where thisperiod has been extended by the general meeting by a maximum of six months onaccount of special circumstances - the Management Board shall prepare theannual accounts which will be submitted to the general meeting for adoption.

Theannual accounts shall be accompanied by the annual report referred to inarticle 19, paragraph 2, subparagraph a, by the report of the company’saccountant referred to article 26 and by the information to be added referredto in section 2:392, subsection 1, of the Dutch Civil Code, however as far asthe information to be added is concerned, only insofar as the provisions ofthat subsection apply to the company.

 

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Theannual accounts shall be signed by all the members of the Management Board andby all the members of the Supervisory Board; in the event of one or more oftheir signatures being absent, this shall be stated on the documents inquestion giving the reasons therefor.

25.3.                                                Thecompany shall ensure that its annual accounts as prepared, the annual reportand the information to be added referred to in paragraph 2, are available fromthe day of the notice convening the general meeting at which the same are to beconsidered at the office of the company and further at such other places as theManagement Board will indicate.

Theshareholders may inspect the aforementioned documents there and obtain a copythereof at no cost.

Thedocuments referred to above in this paragraph shall be deposited for publicinspection; any person may obtain a copy of these documents at no more thancost.

**Accountant.**

**Article 26.**

26.1.                                                Thegeneral meeting shall instruct a registered accountant or another expert asreferred to in section 2:393, first subsection, of the Dutch Civil Code, bothhereinafter also referred to as: the accountant – to audit the annual accountsprepared by the Management Board, in accordance with section 2:393, subsection3, of the Dutch Civil Code. If the general meeting fails to give theseinstructions, the Supervisory Board shall be authorized to do so. Theaccountant shall report on his audit to the Supervisory Board and to theManagement Board and shall present the result of his audit in a report.

Thegeneral meeting and the person who has given the instructions to the accountantwithdraw these at any time.

26.2.                                                TheManagement Board as well as the Supervisory Board may give instructions to theaccountant referred to in paragraph 1 or another accountant at the company’s expense.

**Profit and loss.**

**Article 27.**

27.1.                                                Eachyear, to the extent possible, five per cent (5%) of the nominal amount perissued priority share shall be distributed to the holders of priority shares.

Nofurther distributions shall be made on the priority shares.

27.2.                                                Theprofit remaining shall, if sufficient, be applied first in payment to theholders of preference shares of a percentage to be specified hereinafter of thecompulsory amount paid on these shares as at the commencement of the financialyear for which the distribution is made.

Thepercentage referred to above shall be equal to the average of the EURIBORinterest charged for cash loans with a term of twelve months as set by theEuropean Central Bank - weighted by the number of days to which this interestwas applicable - during the financial year for which this distribution is made,increased by a maximum margin of three hundred (300) basis points to be fixedupon issue by the Management Board subject to the approval of the SupervisoryBoard; EURIBOR shall mean the Euro Interbank Offered Rate.

Ifin the course of the financial year for which the aforementioned distributionis made, the compulsory amount paid up on the preference shares has beendecreased or, pursuant to a resolution for additional payments, increased, thenthe distribution shall be decreased or, if possible, increased by an amountequal to the aforementioned percentage of the amount of the decrease orincrease, as the case may be, calculated from the time of the decrease or fromthe day on which the additional payment became compulsory, as the case may be.

Ifin the course of any financial year preference shares have been issued, thedividend payable for such financial year on the preference shares shall bedecreased proportionately up to the date of issue.

Ifand insofar as the profit is not sufficient to make the distribution referredto above in this paragraph in full, the deficit shall be distributed to thedebit of the reserves, with the exception of the reserve which has been set asideas share premium reserve upon the issue of the financing preference shares.

27.3.                                                Inthe event of cancellation with repayment of preference shares a distributionshall be made on the cancelled preference shares on the day of repayment, whichdistribution shall be calculated insofar as possible in accordance with theprovisions of paragraph 2 of this article, such distribution to be calculatedon a time-proportionate basis for the period commencing from the day in respectof which a distribution as referred to in paragraph 2 was made for the lasttime - or if the preference shares were issued after such date: from the dateof issue - up to the day of repayment, all this without prejudice to

 

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theprovisions of section 2:105, subsection 4, of the Dutch Civil Code.

27.4.                                                Ifin any financial year the profit referred to in paragraph 2 is not sufficientto make the distributions referred to above in this article, and if, inaddition, no distribution or only a part distribution is made from thereserves, as referred to in paragraph 2, such that the deficit has not or notfully been distributed, then the provisions above in this article and theprovisions of paragraph 5 and paragraph 6 shall only be applicable in thefollowing financial years after the deficit has been made good.

27.5.                                                a.                                       Next, if possible, a dividend shall be distributed oneach financing preference share of a specific series equal to a percentage calculatedon the amount effectively paid up on the financing preference share of therespective series including any share premium, by taking the arithmetic mean ofthe average effective return on state loans as hereinafter defined, as preparedby the Central Bureau of Statistics *[Centraal Bureau voor de Statistiek]*andpublished in the Official List of the company limited by shares: EuronextAmsterdam N.V. for the last ten stock market trading days preceding the day offirst issue of preference shares of the series in question, if necessaryincreased by a mark-up set by the Management Board and approved by theSupervisory Board amounting to a maximum of three hundred (300) basis pointsdepending on the market conditions then obtaining, which mark-up may differ foreach series. The percentage calculated for the financing preference share of aseries first issued shall also apply to financing preference shares of thatseries which are issued at a later date.

b.                                      The state loans mentioned in the preceding paragraphshall be understood to mean the state loans to the debit of the Kingdom of theNetherlands with a (remaining) period to maturity of seven to eight years. Ifat the time of the calculation of the dividend percentage the effective yieldon these state loans is not prepared by the Central Bureau of Statistics or isnot published in the Official List of the company limited by shares: EuronextAmsterdam N.V., then the state loans mentioned in the preceding paragraph shallbe understood to mean the state loans to the debit of the Kingdom of theNetherlands with a (remaining) period to maturity which corresponds as closelyas possible with a (remaining) period of maturity of seven to eight years, theeffective return of which at the time of the calculation of the dividendpercentage is prepared by the Central Bureau of Statistics and published asstated above, this, however, with a maximum (remaining) period to maturity ofeight years. If the remaining period to maturity is in full years and twoperiods to maturity for state loans qualify, then the percentage to becalculated shall be related to the average effective return on state loans withthe shortest of these two periods.

c.                                       As per the first of January of the year following theyear in which eight years have elapsed since the day of the issue of financingpreference shares of the series in question, and thereafter every eight years,the dividend percentage of financing preference shares of the respective seriesshall be adjusted to the effective return on the state loans referred to in thepreceding paragraphs, calculated in the manner as described above, with theproviso, however, that the average referred to above shall be calculated forthe last ten stock market trading days preceding the day at which the dividendpercentage is adjusted and if necessary increased by a mark-up set by theManagement Board and approved by the Supervisory Board as described above,which mark-up may differ for each series. The percentage adjusted for afinancing preference share of a series shall also apply to financing preferenceshares of that series issued after the adjustment.

27.6.                                                Ifin any financial year the profit is not sufficient to make the distributionsreferred to above in paragraph 5 of this article, then in subsequent years theprovisions of paragraph 8 and paragraph 9 shall not apply until the deficit hasbeen made good and until the provisions above in paragraphs 1, 2 and 4 havebeen applied. The Management Board shall be authorized, subject to the approvalof the Supervisory Board, to resolve to distribute an amount equal to thedeficit referred to in the preceding sentence to the debit of the reserves,with the exception of the reserves which have been set aside as share premiumupon the issue of financing preference shares. For the purposes of theprovisions of this paragraph the holders of the various series of financingpreference shares shall be treated equally.

27.7.                                                Iffinancing preference shares are issued or allocated during the course of afinancial year, the dividend on the financing preference shares in questionshall be decreased for that financial year proportionately up to the first dayof issue.

27.8.                                                Ofany profit remaining after application of the preceding paragraphs such amountshall be allocated to the reserves by the Management Board with the approval ofSupervisory Board as the Management

 

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Boardshall each year decide.

27.9.                                                Anyprofit remaining after application of the provisions of the precedingparagraphs shall be at the disposal of the general meeting, with the provisothat no further dividend shall be distributed on the priority shares, thepreference shares and the financing preference shares.

27.10.                                          Dividendsshall be made payable no later than four weeks after their having been declared,unless the general meeting shall set another date on a proposal thereto fromthe Management Board.

27.11.                                          Withdue observance of section 2:105 of the Dutch Civil Code and subject to theapproval of the Supervisory Board, the Management Board may make an interimdistribution. Interim distributions may also be made on the shares of aparticular class or series of shares only.

27.12.                                          Ona proposal thereto from the Management Board, approved by the SupervisoryBoard, the general meeting may resolve that dividends or reserves bedistributed in whole or in part, instead of in cash, in the form of shares inthe capital of the company or in the form of shares in the capital of companiesin which the company has a participating interest.

27.13.                                          Inthe event of the cancellation with repayment of a series of financingpreference shares, a distribution shall be made, in addition to the repaymentof the amount paid up (including an amount equal to the amount which was paidon those shares as share premium), on the cancelled financing preference sharesof the respective series, which distribution shall be calculated insofar aspossible in accordance with the provisions of paragraph 5 and paragraph 6 ofthis article, such distribution to be calculated on a time-proportionate basisfor the period commencing from the day when a distribution as referred to inparagraph 5 and paragraph 6 was made for the last time - or if the financingpreference shares were issued after such date: from the date of issue - up tothe day of repayment, all this without prejudice to section 2:105, subsection4, of the Dutch Civil Code.

27.14.                                          Withoutprejudice to the provisions of article 10 and subject to the approval of theSupervisory Board, the Management Board may submit a proposal to the generalmeeting to proceed to the cancellation with repayment, as referred to in thepreceding paragraph, of all of the financing preference shares of one or moreseries, with the proviso that such proposal may then be submitted every eightyears after the day of issue.

27.15.                                          Noticeshall be given of a dividend or an interim distribution in the manner as laiddown in article 9, paragraph 8.

27.16.                                          Adeficit as referred to in section 2:104 of the Dutch Civil Code, may be offsetagainst the share premium set aside upon the issue of financing preferenceshares of a specific series only if all other reserves have been exhausted. Forthe purposes of the provisions of this paragraph the holders of financingpreference shares of the various series shall be treated equally, and a chargeto the share premium shall be made pro rata to the amounts that have been paidup on the shares in question.

**Amendment of the articles/Winding up.**

**Article 28.**

28.1.                                                Thegeneral meeting may only adopt a resolution to amend the articles of thecompany or to wind up the company on the proposal thereto of the ManagementBoard and subject to the approval of the Supervisory Board.

Suchresolution shall require at least a three-fourths majority of the votes validlycast at a meeting at which at least three-fourths of the issued capital arerepresented.

Inaddition, the resolution shall require the approval of the priority.

28.2.                                                Ifat a meeting at which a proposal to adopt a resolution as referred to in thepreceding paragraph is to be considered, not at least three-fourths of theissued capital are represented, then a second meeting shall be convened to beheld not later than three months after the first meeting, which second meetingmay validly pass such resolution by a majority of at least three-fourths of thevotes cast, irrespective of the capital represented.

Inthe notice convening the second meeting it must be stated, giving the reasontherefor, that a resolution may be passed irrespective of the part of thecapital represented at the meeting.

28.3.                                                Ifa proposal to amend the articles is to be submitted to the general meeting,this must always be stated in the notice convening the general meeting and acopy of the proposal, containing the proposed amendment *verbatim*, must be depositedfor inspection by the shareholders at the office of the company, as well as atsuch place in Amsterdam as shall be determined by the Management Board, fromthe day of the notice until the close of the meeting, and copies shall beavailable there to the shareholders free of charge.

 

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**Liquidation.**

**Article 29.**

29.1.                                                Ifthe company is wound up, the liquidation shall be effected with due observanceof the statutory provisions.

29.2.                                                Duringthe liquidation the provisions of these articles shall insofar as possibleremain in force. The liquidation shall be effected by the Management Board.

29.3.                                                Anyliquidation balance left after all creditors of the company and the liquidationcosts have been paid, shall be distributed as follows:

a.                                       first,insofar as possible, the holders of priority shares shall be paid the nominalamount paid on their priority shares;

b.                                      next,insofar as possible, the holders of preference shares shall be paid the nominalamount paid on their preference shares, plus any amount still to be distributedpursuant to article 27, plus an amount equal to the percentage on the nominalamount referred to in article 27, calculated for the period commencing on thefirst day of the last fully expired financial year preceding the winding up andending on the day of the distribution on the preference shares referred to inthis article, with the proviso that all dividends that have been paid on thepreference shares in respect of this period, shall be deducted from thedistribution pursuant to this subparagraph;

c.                                       next,insofar as possible, the holders of financing preference shares of each seriesshall be paid the nominal amount of their shares, plus an amount equal to theshare premium paid on the financing preference share that was issued of therespective series, plus an amount equal to any amount still to be distributedon the financing preference shares of that series pursuant to article 27, plusan amount equal to the percentage applicable pursuant to paragraph 5,subparagraph a, of article 27 (as possibly adjusted under the provisions ofparagraph 5, subparagraph b, of that article) on the nominal amount after thatamount has been increased by an amount equal to the share premium paid on theshare in question upon the issue thereof, calculated for the period commencingon the first day of the last fully expired financial year preceding the windingup and ending on the day of the distribution on the financing preference sharesreferred to in this article, with the proviso that all dividends that have beenpaid on the finance preference shares in respect of this period, shall bededucted from the distribution pursuant to this subparagraph, If the balanceremaining is not sufficient to make the distributions as referred to in thissubparagraph c, the distributions to the holders of the financing preferenceshares shall be made pro rata to the amounts that would have been paid had thebalance remaining been sufficient for a distribution in full; said distributionon financing preference shares shall be made in such a manner that the sameamount will be paid on all of the financing preference shares of a series;

d.                                      anybalance then remaining shall be distributed between the holders of ordinaryshares pro rata to the aggregate amount of the ordinary shares held by each ofthem.

29.4.                                                Afterthe company has ceased to exist, the books and records of the company shallremain for a period of seven years in the custody of the person designated forthat purpose by the liquidators.

 

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