Exhibit 1.1

ARTICLES OF ASSOCIATION of TNT Post Groep N.V.
(new name after amendment: TPG N.V.)with its official seat in Amsterdam.

(    2001).

as they will read after the amendment to the articles of association according to the proposal to the general meeting of shareholders to be held on 25 April 2001.

Office translation of the complete text of the Articles of Association of TNT Post Groep N.V. (after amendment to be named TPG N.V.), with its official seat in
Amsterdam, as they read after the deed of amendment executed on    2001 before    , civil law notary in
Amsterdam.

In
preparing the attached document, an attempt has been made to translate as literally as possible without jeopardizing the overall continuity of the text. Inevitably, however,
differences may occur in translation, and if they do, the Dutch text will govern by law.

In
the attached document, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described
by the English terms as such terms may be understood under the laws of other jurisdictions.

CHAPTER I

Definitions.



In
these articles of association the following terms shall have the meanings as assigned below:

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CHAPTER II

Name, registered office, structure and object.

Article 2. Name and seat.

Article 3. Structure.

The company is a "large company". The sections 158 to 164 inclusive of Book 2 of the Netherlands Civil Code shall be applicable. Pursuant to the Enabling Act
Koninklijke PTT Nederland N.V. (Machtigingswet Koninklijke PTT Nederland N.V.) as lastly amended by law of 14 May 1998
(Wijziging van de Machtigingswet Koninklijke PTT Nederland N.V. en enige andere wetten in verband met

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de juridische splitsing van Koninklijke PTT Nederland N.V., Statute Book (Staatsblad) 318), the exceptions pursuant to the
sections 153 paragraph 3 and 155 of Book 2 of the Netherlands Civil Code do not apply to it.

Article 4. Object.

The objects of the company are:

and
further to engage in any activity which may be related or conductive to the objects set out hereinabove.

CHAPTER III

Capital and shares. Registers.

Article 5. Authorised capital. Classes of shares.



Article 6. Bearer ordinary shares: Necigef Global Certificate.

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Article 7.

Has been cancelled.

Article 8.

Has been cancelled.

Article 9.

Has been cancelled.

Article 10. Depositary receipts for shares.

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Article 11. Registers for shareholders.

CHAPTER IV

Issue of shares.

Article 12. Competent body.

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Article 13. Share issue terms. Pre-emptive right.



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Article 14. Paying up on shares.

CHAPTER V

Shares in the company's own capital and depositary receipts therefor.

Article 15. Acquisition.





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CHAPTER VI

Reduction of capital.

Article 16.







CHAPTER VII

Transfer of the special share. Transfer of the registered shares. Restricted rights.

Article 17. Transfer of the special share.

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Article 18. Transfer of registered shares. Restricted rights.



Article 19. Usufruct. Pledge.

CHAPTER VIII

Management.

Article 20. Board of Management.

Article 21. Appointment, suspension and dismissal.

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Article 22. Remuneration.

The remuneration and other terms of employment of each member of the Board of Management shall be determined by the Supervisory Board.

Article 23. Management duties. Decision-making. Allocation of tasks.

Article 24. Representation.



Article 25. Approval of resolutions of the Board of Management.

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Article 26. Absence or inability to act.

In the event of the absence or inability to act of a member of the Board of Management, the remaining members shall be charged temporarily with the management
of the company. In the event of the absence or inability to act of all the members of the Board of Management, the Supervisory Board shall be charged temporarily with the management of the company and
shall have the authority to delegate the management of the company temporarily to one or more persons, whether or not members of the Supervisory Board.

CHAPTER IX

Supervisory Board.

Article 27. Number of members.

Article 28. Appointment.

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Article 29. Appointment. Retirement.

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Article 30. Remuneration.

The remuneration for each member of the Supervisory Board shall be determined by the general meeting.

Article 31. Duties and powers.

Article 32. Working procedures and decision-making.

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CHAPTER X

Financial statements and annual report. Profit.

Article 33. Financial year. Financial statements and annual report.

Article 34. Submission to the general meeting and the central works council.

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Article 35. Dividends. Reservations.



Article 36. Distributions in shares and distributions charged to the reserves.

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Article 37. Payments.

An announcement of dividends and other distributions becoming payable shall be made in accordance with article 46.

CHAPTER XI

General meetings of shareholders.

Article 38. Annual meeting.

Article 39. Other meetings.

Other general meetings of shareholders shall be held as often as the Board of Management or the Supervisory Board considers it necessary, without prejudice to
the provisions of sections 110, 111 and 112 of Book 2 of the Netherlands Civil Code.

Article 40. Notice convening a meeting. Agenda.

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Article 41. Venue of meetings.

The general meetings of shareholders shall be held in Amsterdam, The Hague, Hoofddorp or in the municipality of Haarlemmermeer.

Article 42. Chairmanship.



Article 43. Minutes.

Article 44. Rights to attend meetings. Admission.

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Article 45. Voting.

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CHAPTER XII

Convocations and notifications.

Article 46.

CHAPTER XIII

Amendment of the articles of association, statutory merger and dissolution.

Article 47. Amendment of the articles of association. Merger. Demerger. Dissolution.

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Article 48. Liquidation.

CHAPTER XIV

Statutory requirements.

Article 49. General.

Article 50. Share registers (Section 85).

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Article 51. Issue of shares and rights to subscribe to shares (Section 96).

Article 52. Issue terms Pre-emptive rights (Sections 96a and 97).

Article 53. Paying up on shares (Sections 80, 80a).

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Article 54. Non-cash contribution (Sections 80b and 94b).

Article 55. Subscription by the company to its own shares to be issued (Section 95).

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Article 56. Acquisition by the company of its own shares or depositary receipts therefor (Section 98).

Article 57. Consequences of wrongful acquisition (Section 98a).

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Article 58. Acquisition for the company's account (Section 98b).

If a third party, in its own name, acquires shares in the capital of the company or depositary receipts therefor for the company's account, it must immediately
transfer the same to the company against payment. The second paragraph of article 57 shall applymutatis mutandis.

Article 59. Financing and guarantees (Section 98c).

Article 60. Subsidiaries (Sections 98, 98c and 98d).





Article 61. Pledge of the company's own shares or depositary receipts therefor (Section 89a).

The
company may accept a pledge of its own shares or depositary receipts therefor only if:

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Article 62. Voting rights in respect of the company's own shares (Sections 118 and 24d).



Article 63. Reduction of capital (Sections 99 and 100).



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Article 64. Financial statements and annual report (Section 101 and Part 9 of Book 2 of the Netherlands Civil Code).

Article 65. Auditor (Section 393).



Article 66. Deposition at the office of the company (Section 102).

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Article 67. Publication (Sections 103 and 394).



Article 68. Distributions to shareholders (Sections 103, 104 and 105).

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Article 69. General meetings of shareholders (Sections 13 and 117).

Transitory provision.

REPRESENTATION PURSUANT TO  RULE 306 OF REGULATION 5-T

This document represents a fair and accurate English translation of the Dutch language document.

| |  | By:/S/ JEROEN BRABERS                                             
| |  | ------------------------------------------------------------------
| |  |                                                                   
| |  | Name: Jeroen Brabers
  Title: General Counsel, TNT Post Group N.V.
| |  |                                                                   

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