**Exhibit1**

 

**ARTICLES OF ASSOCIATION**

 

**OF**

 

**TRIPLE P N.V.**

 

**NAME AND SEAT**

 

# **Article 1**

 

1.                                       Thename of the Company is Triple P N.V.

 

2.                                       Itsregistered office is in Vianen.

 

**OBJECTIVES**

 

# **Article 2**

 

The objectives of the Company are:

 

1.                                       toparticipate in, or others ways be interested in, the managing and financing ofcompanies and other businesses; as well as the entering into and extending ofmonetary loans and granting sureties;

 

2.                                       themanagement and ownership of register-bound goods;

 

3.                                       tostand guarantor for or severally or otherwise be obligated on behalf of others;

 

4.                                       theinvestment of capital, inter alia in register-bound goods and stock, such asshares and other proofs of participation, bonds and other interest-bearing debtclaims, under any name and in any form whatsoever;

 

as well as all those matters that are connected with the above or couldpromote the same, such in the broadest sense of the terms.

 

**CAPITAL**

 

# **Article 3**

 

1.                                       Theauthorised capital of the Company is two million five hundred forty thousand Euro(EUR 2,540,000) divided into forty-three million seven hundred fifty thousand(43,750,000) ordinary shares, with a nominal value of four Euro cent (EUR 0.04)each and nineteen million seven hundred fifty thousand (19,750,000) preferenceshares, with a nominal value of four Euro cent (EUR 0.04) each.

 

2.                                       Ifin these articles of association shares and shareholders are mentioned, theseexpressions shall refer to both classes of shares and the holders of thoseshares, save as otherwise expressed.

 

**DEPOSITARY RECEIPTS**

 

**Article 4**

 

No depositary receipts for shares can be issued with the cooperation ofthe company.

 

**SHARES**

 

# **Article 5**

 

1.                                       Thepreference shares will be registered to bearer.  The Board of Director will determine the numbering of the shares.

 

2.                                       Ashare certificate shall be issued for each bearer share.  Certificates for shares to bearer may not beissued to shareholders save against the deposit of at least the full amount ofthose shares, subject to the stipulations of Section 2:80 Clause 2 of the DutchCivil Code.

 

3.                                       Nodepositary receipts will be issued for preference shares.

 

4.                                       Thecompany shall be under the obligation to exchange a fully paid ordinary sharefor a bearer share and vice versa at the request of a shareholder.  The company may charge the shareholder whorequested the change no more than the costs of the exchange.

 

**SHARE CERTIFICATES**

 

# **Article 6**

 

1.                                       Theshare certificates shall bear an indication - at the discretion of the Board ofDirectors - such that they can be distinguished from each other atany time.  The share certificates shallbe signed by a member of the Board of Directors.The facsimile of a signature shall be considered a handwritten signature forthe application of the previous sentence.

 

2.                                       Theshare certificates shall be provided with a dividend sheet composed of separatedividend coupons and a talon, all of them bearing the same indication as theshare certificates to which they belong (K certificates).  The Board of Directors shall be authorizedto determine additional rules as regards the manner of issue of sharecertificates.  The Board of Directorsmay determine that for trading in share certificates on foreign stock exchangesshare 

 

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certificates shall be issued which comply with therequirements of the foreign stock exchange or stock exchanges in question andwhich are not provided with any dividend sheet.

 

3.                                       Withthe consent of the shareholders and at the request of a shareholder, a numberof shares to be determined by the Board of Directors may be combined in onecertificate free of charge, which at the request of the shareholder may againbe divided free of charge into single documents or into documents representinga different number of shares to be determined by the Board of Directors withthe consent of the shareholder.  With aview to listing on a foreign stock exchange, the Board of Directors may imposeadditional regulations in respect of certificates for shares traded on suchforeign stock exchanges.

 

4.                                       TheBoard of Directors may issue replacements for share certificates, dividendcoupons, talons or dividend sheets which are damaged but still recognizable inthe opinion of the Board of Directors; in such a case the Board of Directorsshall ensure that the damaged documents are destroyed.  The Board of Directors may issuereplacements for share certificates, dividend coupons, talons and dividendsheets which have been destroyed, lost, stolen or are otherwise missing, aftersuch conditions as have been determined by the Board of Directors have been compliedwith.  All the new documents to beissued shall be clearly provided with the word “duplicate” and shall bear theindication of the cancelled document. The issue of a duplicate shall render the original document null andvoid.

 

5.                                       Allcosts incurred by the implementation of paragraph 4 may be charged to theapplicant.

 

6.                                       Inthe event and as soon as the ordinary shares in the company will be listed byEuronext Amsterdam N.V., the provisions in article 6, paragraph 7 througharticle 6, paragraph 15 will be applicable instead of the provisions in article6, paragraph 1 through article 6, paragraph 5.

 

7.                                       Onthe occasion of the issuance of ordinary shares the person becoming entitled toreceive such share may request the Company, in writing, to deliver a registeredordinary share.  Without such request,the person entitled to such share shall obtain a bearer ordinary share inconformity with the provisions of this Article 6.

 

8.                                       Allbearer ordinary shares in issue from time to time shall be represented by onesingle share certificate (the “Necigef global certificate”).

 

9.                                       TheNecigef global certificate is intended to be held on behalf of the party orparties entitled to it by the “Nederlands Centraal Instituut voor GiraalEffectenverkeer B.V.”, being the central institution (*‘centraal instituut’*) as referred to inthe Dutch Securities Depositary Act (*‘Wetgiraal effectenverkeer’*) (“Necigef’).

 

10.                                 Withoutprejudice to the provisions in article 29, paragraph 7, of these Articles ofAssociation, Necigef shall be irrevocably charged with the management of theNecigef global certificate in its capacity as controller of the relevantbook-entry deposit of the ordinary shares.

 

11.                                 Assoon as the share certificate has been taken into custody by Necigef (a)Necigef will credit each institution which is an ‘associated institution’ (*‘aangesloten instelling’*) within themeaning of the Dutch Securities Depositary Act (“Necigef-participant”) that hasbeen nominated by one or more parties entitled to ordinary shares with a sharein the book-entry deposit of the ordinary shares proportional to the right ofthe party or parties entitled to shares and (b) each Necigef-participant thathas been nominated by one or more parties entitled to ordinary shares shallcorrespondingly credit such party or parties in the collective deposit of theordinary shares at that Necigef-participant.

 

12.                                 Inthe event of any subsequent issue of ordinary shares (a) on request by thecompany, Necigef will inscribe or have inscribed the newly issued ordinaryshares on the certificate embodying the ordinary shares as a result of whichthe number of ordinary shares embodied in that certificate shall be increasedby the number of ordinary shares so inscribed, and (b) will credit eachNecigef-participant nominated by one or more parties entitled to ordinaryshares with a share in the book-entry deposit of the ordinary sharesproportional to the right of the party or parties entitled and (c) eachNecigef-participant nominated by one or more parties entitled to ordinaryshares shall correspondingly credit such party or parties in the collectivedeposit of the ordinary shares at that Necigef-participant.

 

13.                                 Ifa participant (*‘deelgenoot’*) inthe collective deposit (*‘verzameldepot’*)of ordinary shares of a Necigef-participant, all within the meaning of theDutch Securities Depositary Act (“Necigef-beneficiary”) wishes to take deliveryof one or more ordinary shares not exceeding in number the quantity representedby his co-ownership, (a) Necigef will write ordinary shares off or haveordinary shares written off the Necigef global certificate such that the numberof ordinary shares embodied in the Necigef global certificate shall bedecreased by the number of ordinary shares so written off, (b) Necigef in itscapacity as controller of the book-entry deposit of the ordinary shares shalldeliver the ordinary shares by deed of transfer to the party or partiesentitled and report the delivery or have it reported to the company or have the

 

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company acknowledge the delivery, (c) Necigef shallcorrespondingly debit the share in the name of the relevant Necigef-participantin the book-entry deposit of the ordinary shares, (d) the relevantNecigef-participant shall debit the party entitled in the collective deposit ofthe ordinary shares at that Necigef-participant and (e) the company will enterthe party entitled in its register of shareholders as holder of the registeredordinary shares delivered to him.

 

14.                                 Ifa party entitled to one or more ordinary registered shares wishes such ordinaryshares to be converted into bearer shares, then (a) the party entitled shalldeliver the ordinary share or ordinary shares to Necigef by deed of transferand Necigef shall report the delivery or have it reported to the company orhave such delivery acknowledged by the company and (b) the company shall removethe party entitled from the register of shareholders as holder of the ordinaryshare or ordinary shares and (c) Necigef shall inscribe or have inscribed theordinary share or ordinary shares on the Necigef global certificate so that thenumber of ordinary shares embodied in the Necigef global certificate shall beincreased by the number so inscribed and (d) Necigef will credit the Necigef-participantnominated by the party entitled to a share in the book-entry deposit of theshares proportional to the number of shares inscribed on the Necigef globalcertificate and (e) the Necigef-participant will credit the party entitledcorrespondingly in the collective deposit of the shares at that Necigef-participant.

 

15.                                 Forthe purpose of application of the provisions of these articles of association,shareholders shall be understood to include Necigef-beneficiaries.

 

**REGISTER OF SHAREHOLDERS**

 

# **Article 7**

 

1.                                       TheBoard of Directors of the company shall maintain a register for each class ofshare, in which a distinction may also be made between registered ordinaryshares for which no share certificates are issued and registered ordinaryshares for which certificates are issued, in which the names and addresses ofall holders of registered shares of the particular class are entered, statingthe date on which the shares were acquired, the date of acknowledgement ofdelivery or service of the deed as well as the amount paid up on everyshare.  The register will also includethe names and addresses of those people entitled to a right of usufruct or alien on the shares, as well as the date upon which the right was acquired, thedate of acknowledgement or service and specification as to whether the votingrights or rights of a certificate holder accrue to such third parties.

 

2.                                       Differentcopies of a register of shares may be maintained in more than one place, but inany event at the office of the company; such as decided by the Board ofDirectors.  The Board of Directors willdetermine the form and substance of a register or the register of shares inaccordance with the provisions of this article.  The Board of Directors may decide that the register has adifferent form and substance depending on the shares to which it relates.

 

3.                                       TheBoard of Directors will maintain the register at the company’s office and makeit available for inspection by registered shareholders and the usufructuariesand lienors of registered shares to whom voting rights accrue.  The provisions of the previous sentence donot apply to the whole or that part of the register of share that is maintainedoutside of The Netherlands in accordance with the legislation of or the stockexchange regulations applicable in such country.

 

The information in the register regarding non-paid upshares may not be inspected by any person; a copy or excerpt of suchinformation will be provided for no more than the cost price.

 

4.                                       Ifso requested, the Board of Directors will provide a shareholder, usufructuaryor lienor of registered shares with an excerpt from the register with regard tothat person’s right to a share, free of charge.  If a share is subject to a right of usufruct or a lien, then theexcerpt will state who is entitled to the voting right.  The excerpt may be signed by persons soappointed by the Board of Directors.

 

5.                                       Shareholders,usufructuaries and lienors of registered shares are obliged to inform the Boardof Directors of their addresses.

 

**ISSUE OF SHARES**

 

# **Article 8**

##  

1.                                       TheGeneral Meeting of Shareholders - hereinafter termed the General Meeting -makes decisions regarding the issue of shares; it will also determine theconditions and price of issue.

 

The General Meeting may decide to appoint the Board ofManagement for a set period of five years at the most to decide to issueshares, which body can then only decide exclusively with the approval of theBoard of Supervisory Directors, and, insofar as preference shares are involved,taking into consideration the stipulations of clause 7 of this Article.  On appointment, the number of shares to beissued must be determined, as regards both 

 

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ordinary shares to a maximum of twenty percent (20%)of the outstanding ordinary shares. Unless otherwise stipulated at the time of appointment, it cannot berevoked.  For the term that theappointment cannot be revoked, the General Meeting is not authorized to resolveto issue shares.  A resolution of theGeneral Meeting to issue shares, as well as a resolution to appoint anotherbody as intended above, may only be taken following a proposal by the Board ofDirectors, which proposal requires the approval of the Board of SupervisoryDirectors.

 

2.                                       Shareswill never be issued below par, without prejudice to the provisions in Section2:80 Clause 2 of the Dutch Civil Code.

 

3.                                       Thevalidity of a decision by the General Meeting to issue or allocate shallrequire a prior or simultaneous decision of approval by every group of holdersof the same class of share whose rights are affected by the issue.

 

4.                                       Withineight days after a resolution by the General Meeting to issue shares or toappoint a body has been passed, the company will make the full text of such resolutionavailable for inspection at the office of the Trade Register in the city wherethe company has its registered office.

 

5.                                       Withineight days after each issue of shares the company will send notice of suchissue to the Trade Register in the city where the company has its registeredoffice.

 

6.                                       Thestipulations of this article apply accordingly to the granting of rights totake up shares, but does not apply to the issuing of shares to a person who isexercising a previously acquired right to take up shares.

 

7.                                       TheBoard of Management shall require the prior approval of the General Meeting fora decision to issue so many preference shares or both that as a result thenominal placed capital in the form of preference shares both exceeds thenominal placed capital in the form of ordinary shares.  The rights to take preference shares asvested shall determine said percentages. The stipulations of this clause shall also apply to the vesting ofrights to take preference shares.

 

8.                                       Ifpreference shares are taken in pursuance of a decision to issue taken by theBoard of Management or by virtue of right to take such shares granted by theBoard of Management, a General Meeting shall be held within four weeks afterthe shares have been taken, at which meeting a statement concerning reason orreasons for taking shares shall be made by the Board of Management, unless sucha statement has been previously made at a General Meeting.  Nor shall it be necessary to convene such ameeting of the resolution in question as intended in clause 7 has beenapproved.

 

9.                                       Ifpreference shares are taken in pursuance of a decision of the Board ofManagement to issue or by virtue of a right to take such shares granted by theBoard of Management, a General Meeting shall be held within two years after theday on which preference shares were taken, at which a resolution to purchase orwithdraw the placed preference shares shall be put on the agenda.

 

If said General Meeting does not decide to purchase orwithdraw, as long as preference shares or both have been placed, a furtherGeneral Meeting shall be held, each time within two years after the previousmeeting, at which a resolution to purchase or withdraw the placed preferenceshares shall be put on the agenda.

 

10.                                 Thestipulations of Articles 7, 8 and 9 apply only if and insofar as shares are inthe capital of the company are officially listed on the Amsterdam StockExchange.

 

**RIGHT OF PREFERENCE**

 

# **Article 9**

 

1.                                       Onthe issue of ordinary shares to raise capital, the holders of ordinary shareswill have a right of preference, without prejudice to the provisions in thelast two sentences of this paragraph and the provisions in paragraph 2 of thisarticle.  A shareholder will have aright of preference proportional to his holding of ordinary shares.  If a shareholder does not make use of hisright of preference or does not do so fully, the other shareholders will have aright of preference over the shares not taken up by such a shareholder.  A shareholder will not have a right ofpreference upon the issue of shares other than to raise capital.

 

A stockholder has no preferential right on the issueof preference shares.

 

2.                                       Foreach issue, the General Meeting may resolve to limit or exclude the right ofpreference.  In the relevant proposalthe reasons for the proposal and the selection of the intended price of issuemust be explained in writing.  Subjectto the approval of the Board of Supervisory Directors, the right of preferencemay also be limited or excluded by the Board of Directors provided that theBoard of Directors has been authorized by the General Meeting to issue sharesand provided that the Board of Directors has also been authorized for adefinite time period of no more than five years to limit or exclude the rightof preference.  Such 

 

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appointment may also be extended for no more than fiveyears at a time.  Unless otherwisedetermined upon the appointment, such power cannot be revoked.  As long as the appointment cannot berevoked, the General Meeting will not be authorized to limit or exclude theright of preference.  If the Board ofDirectors is no longer authorized to resolve to issue shares, the Board ofDirectors will also no longer be authorized to limit or exclude the right ofpreference.

 

3.                                       Fora resolution of the General Meeting to limit or exclude the right of preferenceor to authorize another body to do such, a majority of at least two thirds ofthe votes case is required, if less than half of the issued capital is representedin the meeting.  Within eight days ofthe resolution the company will make a full text of the resolution available atthe office of the Trade Register.

 

4.                                       Thecompany will announce the issue with right of preference and the time duringwhich this right may be exercised in The Netherlands Government Gazette(“Staatscourant”), in a national daily newspaper and, if shares are officiallylisted on the Amsterdam Stock Exchange, in the Official Stock Exchange List inAmsterdam.

 

5.                                       Thebody that is authorized to decide on the issue of shares will determine theperiod during which the right of preference must be exercised, subject to theapproval of the Board of Supervisory Directors; this period will be at leasttwo weeks after the day of the announcement in The Netherlands GovernmentGazette.

 

6.                                       Theprovisions of this article apply accordingly to the grant of rights to take upshares, on the understanding that shareholders do not have a right ofpreference on shares which are issued to a person who is exercising apreviously acquired right to take up shares.

 

**PAYMENT**

 

**Article 10**

 

1.                                       Theordinary shares may only be issued against payment in full.

 

Preference shares may be issued against the obligationof partial payment, on the understanding that on acquisition at least onequarter of the nominal value is to be deposited, without prejudice to thestipulations of clause 3.

 

If more than the nominal value is to be deposited fora certain type of share, the excess shall be regarded as share premium.  This share premium shall be counted ascompulsory on the amount deposited on the type of share affected.  At such time a separate share premiumreserve shall be maintained for each type of share, from which payments may bemade only on the shares of the particular type.

 

2.                                       Paymentof shares must occur in money insofar as payment in kind has not beenagreed.  Payment in foreign currency ispermitted, subject to the approval of the company’s Board of Directors.  Payment in foreign currency will satisfy theobligation to pay to the amount that the paid-up monies can be freely convertedin The Netherlands.  The exchange rateon the day of payment will be determinative, or alternatively, in accordancewith the following sentence, the day intended there.  The company may demand payment against the exchange rate on aparticular day within two months before the last day upon which payment is tobe made, provided that the shares or certificates thereof will immediatelyafter the issuing thereof be included in the price list of a stock exchangeoutside of The Netherlands.

 

3.                                       Subjectto the approval of the Board of Supervisory Directors, the Board of Directorswill decide at what time and what amount further payment on partly paid-upshares is to take place.  When givingnotice of further payment the Board of Directors must observe at least a termof four weeks before performance of the obligation to pay can be demanded.

 

4.                                       Fora shareholder who does not fulfil the obligation to make further payment, theshareholder’s rights connected with the shares in question will be suspendeduntil he has fulfilled his obligation. The shareholder who defaults in this respect must pay to the company thelegal interest over the outstanding amount applicable at the time that thepayment has become due, for such time as the money remains outstanding.

 

5.                                       TheBoard of Directors is authorized, without the approval of the General Meetingbut subject to the approval of the Board of Supervisory Directors, to carry outlegal transactions as intended in Section 2:94 paragraph 1 of the Dutch CivilCode.

 

**USUFRUCT AND LIEN (LIMITED RIGHTS)**

 

**Article 11**

 

1.                                       Aright of usufruct or a lien may be granted over shares, subject to theprovisions of Article 18.

 

2.                                       Theshareholder may assign the voting rights of the shares to the usufructuary orlienor.

 

3.                                       Theshareholder without voting right and the usufructuary and lienor who hold avoting right in said capacity have those rights that are accorded by law to theholders of depositary receipts of shares which have been issued with thecooperation of the company.  

 

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Usufructuaries and lienors who do not have votingrights do not have the rights intended in the previous sentence.

 

**NOTICES AND ANNOUNCEMENTS**

 

**Article 12**

 

1.                                       Withoutprejudice to the provisions of Article 9 paragraph 4, all notices to call ameeting or announcements for holders of ordinary shares will be made byadvertisement in a national daily newspaper, as well as in the Official StockExchange List of Euronext Amsterdam N.V.

 

2.                                       Theconvention of and notification to holders of preference shares and of othersentitled to vote shall be effected by letter, sent to the party or partiesinvolved at the addresses known to the company.

 

3.                                       Announcementswhich must be addressed to the General Meeting by virtue of the law of theArticles of Association can be made by inclusion either in the notice to call aGeneral Meeting or in a document which is held for inspection at the office ofthe company, at a location in Amsterdam and at a place to be determined by theBoard of Directors in countries where the company is listed on the stockexchange at the request of the company, provided that such procedure is set outin the notice.

 

4.                                       Ifand insofar as no shares in the capital of the company are officially listed inthe stock exchange in Amsterdam the advertisement in the official StockExchange List of Euronext Amsterdam N.V. as mentioned in paragraph 1 and thedeposit at a location in Amsterdam as mentioned in paragraph 3 are notnecessary.

 

**JOINT OWNERSHIP**

 

**Article 13**

 

If one or more shares or limited rights established thereon are jointlyheld, the joint owners can only exercise the rights vis-à-vis the companyensuing from those shares or limited rights if they are represented vis-à-visthe company by one person.

 

**PURCHASE OF OWN SHARES**

 

**Article 14**

 

1.                                       TheBoard of Directors may pass a resolution that the company purchase its ownshares.  The purchase of non-paid upshares is void.

 

2.                                       Thecompany may at any time acquire fully paid-up shares for nothing.  In other cases the company may only acquirepaid-up shares if:

 

a.                                       theequity, decreased by the acquisition price, is not less than the paid-up andcalled part of the capital increased by the reserves that must be maintained bylaw;

 

b.                                      thenominal amount of the shares in its capital which the company acquires, holdsor has a lien over, or which are held by a subsidiary, is no more thanone-tenth of the authorized capital;

 

c.                                       authorizationof such purchase is granted by the General Meeting; the General Meeting maydetermine in this respect that the Board of Directors may only authorizepurchase subject to the approval of the Board of Supervisory Directors.  The authorization will be for a maximum ofeighteen months and it must be set out in the authorization how many shares canbe purchased, how they can be purchased and within what boundaries the pricemust lie.  The authorization is notrequired if the company purchases its own shares in order to transfer them to employeesemployed by the company or a group company pursuant to an arrangement in thisrespect.  These shares must have beenincluded in the price list of a stock exchange.

 

3.                                       Determinativefor the requirement in paragraph 2 under ‘a’ is the size of the equityaccording to the most recent balance sheet, decreased by the acquisition; priceof the shares in the capital of the company and payments from profits orreserves to others, which the company and its subsidiaries owed after thebalance sheet date.  If more than sixmonths have passed since the end of the fiscal year and the Annual Accountshave not yet been drawn up, then acquisition other than for no consideration isprohibited.

 

4.                                       Theprovisions in the previous paragraph do not apply to shares which the companyacquires under general title.

 

5.                                       Alienationby the company of its own shares occurs through the Board of Directors, subjectto the approval of the Board of Supervisory Directors.

 

6.                                       Novote may be cast in the General Meeting on a share that belongs to the companyor a subsidiary thereof; nor for a share for which one of the above partiesholds the depositary receipts. Usufructuaries and lienors of shares which belong to the company and itssubsidiaries will not be excluded from exercising their voting right if theright of usufruct or lien attached before the share belonged to the company ora subsidiary thereof.  The company or asubsidiary thereof cannot exercise a voting right on a share with regard towhich it has a right of usufruct or a lien. When determining to what extent shareholders’

 

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votes are present or represented, or to what extenttheir share capital is present or represented, no account will be taken ofshares on which no votes may be cast by virtue of the law or the Articles ofAssociation.

 

7.                                       Theterm ‘shares’ in this article also includes depositary receipts thereof.

 

**LIEN ON OWN SHARES**

 

**Article 15**

 

The company may only take a lien on shares in itself or depositaryreceipts thereof if:

 

a.                                       theshares on which a lien is to be taken are fully paid up;

 

b.                                      thenominal amount of the total of shares and depositary receipts thereof on whicha lien is to be taken or on which a lien has already been taken is no more thanone tenth of the issued capital;

 

c.                                       theGeneral Meeting has approved the lien agreement.

 

**NO ASSISTANCE WHEN ACQUIRING SHARESAND CERTIFICATES**

 

**Article 16**

 

1.                                       Thecompany may not, with an eye on the taking or acquiring by others of shares inits capital or depositary receipts thereof, provide loans, security, give aprice guarantee or in any other way stand guarantor for or severally orotherwise make undertakings vis-à-vis others. This prohibition also applies to its subsidiaries.

 

2.                                       Theprohibition does not apply if shares or depositary receipts thereof are takenor acquired by or for employees employed by the company or a groupcompany.  In that case the Board ofDirectors shall be authorized to undertake the legal proceedings as describedin the previous paragraph, subject to the approval of the Board of SupervisoryDirectors.

 

**CAPITAL REDUCTION**

 

**Article 17**

 

1.                                       TheGeneral Meeting may, upon a proposal of the Board of Directors, which proposalrequires the approval of the Board of Supervisory Directors, pass a resolutionto reduce the issued capital by cancelling shares or reducing the amount of theshares by amending the Articles of Association.  The shares to which the resolution refers must be designated insuch a case and the implementation of the resolution must have been arranged.

 

2.                                       Aresolution of cancellation can only refer to shares held by the company itselfor for which it holds the depositary receipts. All the shares of a particular class can also be cancelled withrepayment.  In the event of cancellationof all preference shares, there shall, to the extent possible, be paid inrespect of these shares an amount equal to the nominal value paid on thoseshares, increased by any outstanding dividend referred to in article 38,paragraph 1, of these articles of association which dividend shall then becalculated over the period ending on the date on which the payment shall becomepayable.

 

3.                                       Reductionof the amount of shares without repayment and without release from theobligation to pay up must occur for all shares of the same classproportionally.  The requirement ofproportionality may be waived if all shareholders involved agree.

 

4.                                       Partialrepayment of shares or release from the obligation to pay up can only occurproportionally for all shares or for all shares of the same class.  The requirement of proportionality may bewaived if all shareholders involved agree.

 

5.                                       Thevalidity of a resolution by the General Meeting to reduce capital shall requirea prior or simultaneous decision of approval by every group of holders of thesame class of share whose rights are affected.

 

6.                                       Aresolution to reduce capital shall require a majority of at least two thirds ofthe votes cast if less than half the issued capital is represented at themeeting.  This stipulation also appliesto a decision as intended in the previous paragraph.

 

7.                                       Thecompany will make a resolution to reduce capital available for inspection atthe office of the Trade Register in the city where the company has itsregistered office, in order to provide creditors with the opportunity to objectin court to such reductions within two months after the announcement intendedin the following sentence.  The companywill announce the availability of the resolution for inspection in a nationaldaily newspaper.

 

8.                                       Aresolution to reduce capital will not come into effect as long as an objectioncan be raised.  If an objection israised, the resolution will first come into effect as soon as the objection hasbeen withdrawn or the cancellation of the objection can be implemented.  A deed amending the Articles of Associationwhich is required for a capital reduction cannot be executed before the abovehas taken place.

 

9.                                       Ifthe company reduces its capital because of losses suffered to an amount that isnot lower than its equity, it will not have to provide a surety and theresolution will have immediate effect.

 

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10.                                 Thenotice for a meeting in which a resolution to reduce capital is to be passedwill state the objective of the capital reduction and the manner ofimplementation thereof.  A copy of theproposal to reduce capital, in which the proposed amendment is set outverbatim, should be made available until the end of the meeting for inspectionby every shareholder and certificate holder at the office of the company and atsuch places as are stated in the notice, including in any event - if shares areofficially listed on the Amsterdam Stock Exchange - a location in Amsterdam anda place to be determined by the Board of Directors in countries where thecompany is listed on the stock exchange at the request of the company.  Shareholders and other parties entitled tovote may obtain the copies free of charge at the locations intended above.

 

**TRANSFER OF REGISTERED SHARES**

 

**Article 18**

 

1.                                       Forthe transfer of a registered share and for the establishment and transfer of alimited right thereon the appropriate deed shall be required as well as writtenacknowledgement by the company of the transfer, except for the case in whichthe company itself if the party acting in law. Acknowledgement shall be effected in the deed or by signed and datedstatement containing the acknowledgement of the deed or a copy or excerpt fromthe deed certified by a notary or the alienator.  Equal to the acknowledgement will be the service of that deed orthat copy or excerpt on the company.  Ifthe matter involves the delivery of non-paid up shares, then the acknowledgementcan only take place when the deed has a fixed date.

 

2.                                       Thestipulations of the previous paragraph also apply to the division of acommunity to which shares belong.

 

3.                                       Furthermore,the return to the company of the share certificate or the duplicate issuedthereof is required for the transfer of a registered share for which acertificate has been issued.  If theshare certificate is returned to the company, the company may acknowledge thetransfer by adding an annotation to the certificate which demonstrates theacknowledgement or by replacing the returned certificate by a new sharecertificate registered in the name of the acquirer.

 

4.                                       Lienmay also be established without acknowledgement by or service on thecompany.  In that case Section 3.239 ofthe Dutch Civil Code shall also apply accordingly; acknowledgement by or serviceon the company shall supplant the announcement as intended in paragraph 3 ofthat Section.

 

**MANAGEMENT**

 

**Article 19**

 

1.                                       Thecompany will be managed by a Board of Directors, consisting of one or moremembers.  The Board of Directors will besupervised by a Board of Supervisory Directors.

 

2.                                       Subjectto the approval of the Board of Supervisory Directors, the Board of Directorsmay establish regulations regarding its methods and the allocation of itstasks.

 

3.                                       TheBoard of Directors will pass resolutions by an absolute majority of votes.

 

A resolution can only be passed if at least half ofthe members of the Board of Directors is present or represented at themeeting.  A member of the Board ofDirectors may be represented at a meeting by a fellow member of the Board ofDirectors.  Every member of the Board ofDirectors has one vote.  If the votesare tied, the Chairman of the Board of Directors will have the casting vote.

 

4.                                       TheBoard of Directors may also pass written resolutions outside of meetings, providedthat all members of the Board of Directors have indicated their decisionregarding the proposal in writing, including by telecopier.

 

5.                                       TheBoard of Supervisory Directors may make resolutions of the Board of Directorssubject to its approval, provided that the Board of Directors has been informedas to the resolutions involved accurately and in writing.

 

**MEMBERS OF THE BOARD OF DIRECTORS**

 

**Article 20**

 

1.                                       Themembers of the Board of Management shall be appointed, suspended and dismissedby the General Meeting.  A member of theBoard of Management may also be suspended by the Board of SupervisoryDirectors.  The Board of SupervisoryDirectors shall determine the number of members of the Board ofManagement.  A legal entity may beappointed a member of the Board of Management. The Board of Supervisory Directors shall appoint one of the members ofthe Board of Management to be chairman of said Board.  The chairman of the Board of Management may award a title to oneor more members of the Board of Management.

 

2.                                       Theappointment of a member of the Board of Management shall be effected by meansof a binding proposal compiled by the Board of Supervisory Directors.  This proposal shall 

 

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comprise at least two persons.  The proposal is to be ready when the GeneralMeeting in question, which is to decide on the appointment, is convened, on theunderstanding that the Board of Supervisory Directors has had for at least thirtydays the opportunity to consider and draw up the proposal.

 

The General Meeting may always deprive the proposal ofits binding nature by a majority of at least two thirds of the votes cast,provided that the majority represents more than half of the placedcapital.  If the proposal has not beencompiled or has not been compiled in time, the General Meeting shall be free tomake an appointment.

 

3.                                       Aresolution of the General Meeting to suspend or dismiss a member of the Boardof Management, other than on the proposal of the Board of SupervisoryDirectors, can only be approved by a majority of at least two thirds of thevotes cast, provided that the majority represents more than half of the placedcapital.

 

4.                                       Thesuspension of a member of the Board of Management shall apply for at least twomonths, unless the General Meeting has decided before the expiry of that periodto extend the period by at most two months. 

 

The suspended member of the Board of Management shallbe awarded the opportunity to justify himself in the General Meeting and to besupported therein by counsel.  If theGeneral Meeting does not decide to dismiss a suspended member of the Board ofManagement or if a period of suspension is not extended in time, the suspensionshall lapse.

 

5.                                       Thenotice of the convention to a General Meeting at which a member of the Board ofManagement may be appointed shall state the binding proposal or, if thisproposal has not been compiled or has not been compiled in time, the fact thatthe General Meeting is free to make an appointment.

 

**SALARY AND BONUS**

 

**Article 21**

 

The Board of Supervisory Directors decides the salary, any bonus andthe other employment conditions of the members of the Board of Directors.

 

**ABSENCE OR HINDRANCE**

 

**Article 22**

 

In the event of absence or hindrance of a member of the Board ofDirectors, the remaining members of the Board of Directors will be in charge ofmanaging the company, while in the event of absence or hindrance of all membersof the Board of Directors the Board of Supervisory Directors will betemporarily in charge of managing the company.

 

The Board of Supervisory Directors will then be authorized to appointone or more temporary directors.

 

**REPRESENTATION, CONFLICT OF INTERESTSAND POWER OF ATTORNEY**

 

**Article 23**

 

1.                                       Ifthe Board of Directors consists of two or more members of the Board ofDirectors, the company can only be represented by either the Board ofDirectors, or by the Chairman of the Board of Directors separately, or by twomembers of the Board of Directors acting jointly.  If there is only one member of the Board of Directorsfunctioning, the company will be represented by that member of the Board ofDirectors.

 

2.                                       Ifa member of the Board of Directors privately enters into an agreement with thecompany or privately instigates any proceedings against the company, thecompany can in such cases be represented either by other members of the Boardof Directors, subject to the provisions of paragraph 1, or by a supervisorydirector to be appointed by the Board of Supervisory Directors, unless theGeneral Meeting appoints a person to act in this respect; such person may alsobe a member of the Board of Directors without regard to whom there is aconflict of interest.  If a member ofthe Board of Directors has an interest other than as described in the previous sentencewhich conflicts with the company, he, as well as each of the other members ofthe Board of Directors, is authorized to represent the company, with prejudiceto the provisions of paragraph 1.

 

3.                                       TheBoard of Directors may grant continuing power of attorney to one or morepeople; the Board of Directors may grant one or more members of the Board ofDirectors authority to represent the company independently or with anotherparty, subject to his authority.  The Boardof Directors may further grant a title to the authorized representative.  The Board of Directors will notify the TradeRegister in the city where the company has its registered office of the grantof continuing power of attorney.

 

**BOARD OF SUPERVISORY DIRECTORS**

 

**Article 24**

 

1.                                       Thecompany has a Board of Supervisory Directors.

 

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2.                                       TheBoard of Supervisory Directors consists of one or more supervisorydirectors.  The General Meetingdetermines the number of supervisory directors.  A legal entity cannot be appointed a supervisory director.

 

3.                                       Thesupervisory directors are appointed, suspended and dismissed by the GeneralMeeting. The stipulations of Article 20 clause 4 shall also apply.

 

4.                                       Upona recommendation or proposal to appoint a supervisory director, the followingdata will be announced with regard to the candidate: his age, profession, theamount of shares in the capital of the company held by him and the positionsthat he holds or which he has held insofar as such could be of importance inconnection with the performing of the task of a supervisory director.  In addition it will be stated for whichlegal entities he is already acting as supervisory director; if these includecompanies belonging to the same group, an indication of the group willsuffice.  Reasons for the recommendationor proposal will be given.

 

5.                                       Asupervisory director will resign - without prejudice to the provisions in thesixth paragraph - no later than the day following the date of the closing ofthe General Meeting which is held four years after his last appointment and -without prejudice to the provisions in the sixth paragraph - he may bere-appointed.  The Board of SupervisoryDirectors may draw up a roster to decide the order of resignation.

 

6.                                       Aperson who has reached the age of seventy-two cannot be appointed a supervisorydirector.  A supervisory director willresign no later than the day on which the annual General Meeting is held in thefiscal year in which that director reaches the age of seventy-two.

 

7.                                       TheGeneral Meeting will determine the remuneration of the supervisory directors.

 

**Article 25**

 

1.                                       Thetask of the Board of Supervisory Directors is to supervise the management ofthe Board of Directors and the general course of affairs in the company and itsrelated business.  The Board ofSupervisory Directors will give advice to the Board of Directors.  In the fulfilment of their task thesupervisory directors will act in the interests of the company and its relatedenterprise.

 

2.                                       Everysupervisory director will have free access to the buildings and the goods ofthe company.  A supervisory director isfurther authorized to inspect the books, documents and correspondence of thecompany.

 

3.                                       TheBoard of Directors will provide the Board of Supervisory Directors with thedate necessary for the performance of its duties in due time.  Provided they have been invited to do so,the members of the Board of Directors are obliged to attend the meetings of theBoard of Supervisory Directors and furnish all information requested.

 

4.                                       TheBoard of Supervisory Directors can appoint one or more delegated supervisorydirectors from within its midst.  Adelegated supervisory director will have more frequent contact with the Boardof Directors.

 

5.                                       TheBoard of Supervisory Directors is authorized to obtain advice at the expense ofthe company for the proper performance of its task.

 

**Article 26**

 

1.                                       Ifmore than two people have been appointed supervisory director, the GeneralMeeting will appoint one of them as Chairman.

 

2.                                       TheBoard of Supervisory Directors will pass resolutions with an absolute majorityof votes.  A resolution may only bepassed if at least half of the number of the supervisory directors are presentor represented at the meeting.  Asupervisory director may be represented by a fellow supervisory director.  If the votes are tied, the resolution willbe rejected, unless there are more than two supervisory directors functioningin which case the Chairman of the Board of Supervisory Directors will decide.

 

3.                                       TheBoard of Supervisory Directors can also pass written resolutions outside ofmeetings, provided that all supervisory directors have indicated their decisionregarding the proposal in writing, including by telecopier.

 

4.                                       Adecision of the Board of Supervisory Directors will be satisfactorily evidencedwithin the company by the signature of the Chairman of the Board of SupervisoryDirectors.

 

5.                                       TheBoard of Supervisory Directors can establish regulations regarding its methodsand the allocation of its tasks.

 

6.                                       Ifonly one supervisory director is functioning, then such supervisory directorwill have all rights and obligations which accrue to the Board of SupervisoryDirectors and its Chairman by virtue of these Articles of Association.

 

7.                                       Inthe event of absence or hindrance of all supervisory directors, the authorityattributed to the Board of Supervisory Directors under these Articles ofAssociation will accrue to the General Meeting.

 

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**ANNUAL GENERAL MEETING OFSHAREHOLDERS**

 

**Article 27**

 

1.                                       Atleast one General Meeting will be held annually, within six months after theend of the financial year of the company.

 

2.                                       Withoutprejudice to the provisions in the following paragraph, the following topicswill in any event be on the agenda for this meeting:

 

a.                    discussion ofthe written Annual Report of the Board of Directors;

 

b.                   determinationof the Annual Accounts and the determination of profit allocation.

 

3.                                       Thetopic intended in paragraph 2 sub-paragraph a can be omitted from the agenda 11Sections 396 paragraph 6, first full sentence, or 403 of Book 2 of the DutchCivil Code apply to the company.  Thetopic intended in paragraph 2 sub-paragraph b can be omitted from the agenda ifthe General Meeting has decided to extend the period during which the AnnualAccounts are to be drawn up by no more than six months due to exceptionalcircumstances, or a proposal to do so is on the agenda.

 

**EXTRAORDINARY GENERAL MEETING OFSHAREHOLDERS**

 

**Article 28**

 

1.                                       Inaddition to the Annual Meeting, Extraordinary General Meetings of shareholderscan also be held.

 

2.                                       Boththe Board of Directors and the Board of Supervisory Directors can pass aresolution to hold an extraordinary meeting.

 

3.                                       ExtraordinaryGeneral Meetings must also be held at the written request of one or moreshareholders representing at least one tenth of the issued capital; suchrequest must be addressed to the Board of Directors or the Board of SupervisoryDirectors and state the topics to be dealt with.  In such case the meeting must be held within six weeks, indefault of which the applicants may themselves convene a meeting, subject tothe provisions in these Articles of Association regarding notice.

 

4.                                       Withinthree months after it has become apparent to the Board of Directors that theequity of the company has decreased to an amount equal to or lower than half ofthe paid-up and called up share of the capital, a General Meeting will be heldto discuss the measures that need to be taken.

 

**NOTICE OF GENERAL MEETING OFSHAREHOLDERS AND PLACE OF THE MEETING**

 

**Article 29**

 

1.                                       TheBoard of Directors or the Board of Supervisory Directors will call a GeneralMeeting.

 

2.                                       Thenotice will not be sent later than the fifteenth day before the meeting.  The notice will state the day, hour and theplace of the meeting, setting out the topics to be discussed.

 

3.                                       Thetopics to be discussed will be set out in the notice, unless the agenda is madeavailable for inspection by shareholders and others having voting rights at theoffice of the company and at such places - including in any event a location inAmsterdam if shares in the capital of the company are listed on the AmsterdamStock Exchange, and a place to be determined by the Board of Directors incountries where the company is listed on the stock exchange at the request ofthe company - as have been indicated in the notice and the possibility ofinspection has been set out in the notice; the shareholders and others havingvoting rights may have a copy of the agenda free of charge.

 

4.                                       Beforebeing admitted to a meeting a shareholder, another person having a voting rightor their authorized representative must sign an attendance list, stating thename and the number of votes that can be cast by that person.  Where a shareholder or another person havingvoting rights is represented by an authorized representative, the name or namesof the party or parties on whose behalf the authorized representative orrepresentatives is or are acting will also be stated.

 

5.                                       Holdersof registered shares and others entitled to vote over such shares or theirauthorized representatives will only have access to the General Meeting if theparty for whom they are acting is registered as such in the register intendedin Article 6 and the company has received written notice of their intention toattend the meeting at the place and no later than the day described inparagraph 6.

 

6.                                       Holdersof bearer shares and others entitled to vote in respect of such shares or theirrepresentatives will only be allowed into the General Meeting upon showingevidence of deposit of the shares from which they derive their rights or otherforms of evidence of their rights, to be indicated in the notice by the partycalling the meeting, at the place and no later than the day indicated in thenotice; that day may not be earlier than the third day before that of theGeneral Meeting.

 

7.                                       Withrespect to the voting rights and/or the right to participate in meetings thecompany shall on the basis of the provisions of Sections 2:88 and 2:89 of theDutch Civil Code also 

 

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recognise as shareholder the person mentioned in awritten statement of a Necigef-participant as a Necigef-beneficiary, entitledto a given number of bearer shares belonging to such Necigef-participant’scollective deposit of shares in the company, provided that in the statement itis also confirmed that the Necigef-beneficiary shall remain thus entitled untilthe close of the meeting and provided further that the statement is filed intime at such place as stated in the notice of the meeting, against a receipt,which receipt shall serve as a ticket of admission for the meeting.  The date on which the filing of the statementmust have been effected at the latest shall be specified in the notice of themeeting.  This date shall not be earlierthan the seventh day prior to the date of the meeting.

 

8.                                       Thenotice of a General Meeting shall always state the provisions of the paragraphs5, 6 and 7.

 

9.                                       Ifnotice for a meeting was not given or not given properly, then no legalresolutions can be passed, other than by unanimous vote in a meeting at whichthe entire issued capital is present or represented.  The same applies with regard to a proposal that is not on the agendaof the meeting.

 

10.                                 TheGeneral Meetings will be held in Vianen, Utrecht, Amsterdam, Rotterdam orSchiphol Airport (Municipality of Haarlemmermeer), such at the election of theBoard of Directors.  In a GeneralMeeting held elsewhere than set out above, legal resolutions can only be passedif the entire issued capital is represented.

 

**VOTING RIGHT**

 

**Article 30**

 

1.                                       Eachshare gives the right to cast one vote.

 

2.                                       Allresolutions will be passed with an absolute majority of the validly cast votesin a General Meeting, in which at least one third of the issued capital ispresent or represented, unless these Articles of Association prescribe adifferent majority or quorum.

 

The stipulations of Section 120 clause 3 of Book 2 ofthe Dutch Civil Code are excluded.

 

3.                                       TheChairman of the meeting will determine the manner of voting, on theunderstanding that if one of the parties present desires such, votes on peoplewill be by secret ballot.  Blank andsigned ballots will be invalid.

 

4.                                       Inthe event of a tie of votes as to the appointment of people, no resolution willhave been passed.  In the event of a tieregarding other matters, the resolution will have been rejected.

 

5.                                       Shareholdersand others entitled to vote can be represented at the meeting by a writtenproxy.

 

6.                                       Themembers of the Board of Directors and the Board of Supervisory Directors areauthorized to attend the General Meeting and as such have an advisory voice insuch meeting.

 

7.                                       Allmatters regarding admission to the General Meeting, the exercise of votingrights and the results of votes, as well as all other matters connected withthe course of affairs at the meeting will be approved by the Chairman of themeeting in question, without prejudice to the provisions in Section 2:13 of theDutch Civil Code.

 

8.                                       TheChairman of the meeting in question is authorized to allow people other thanshareholders, other people holding voting rights and their representatives toattend the General Meeting.

 

**LEADERSHIP OF GENERAL MEETING ANDMINUTES**

 

**Article 31**

 

1.                                       TheBoard of Supervisory Directors will appoint a Chairman of the meeting fromwithin its midst.  If the Board ofSupervisory Directors has not appointed a Chairman for the meeting, theChairman will be appointed by the General Meeting itself.  The Chairman of the meeting will appoint theSecretary of the meeting.

 

2.                                       Minuteswill be taken of the matters discussed in the meeting by the Secretary or onthe instruction of the Secretary. Minutes will be approved by the Chairman and the Secretary of the meetingin question, as evidenced by their signatures.

 

3.                                       Theprovisions of the previous paragraph will not apply if a notarial report isdrawn up with regard to the matters discussed in the meeting.  The Board of Directors, the Board ofSupervisory Directors or one or more shareholders representing at leastone-tenth of the issued capital can demand the drawing up of a report.  The costs of a report will be at the expenseof the company.  On the basis of theattendance list intended in Article 29 paragraph 4 the report or minutes willset out the number of shares represented at the meeting and the number of votesthat can be cast; the attendance list intended in Article 29 paragraph 4 willnot be part of the report or the minutes and will not be made available to ashareholder or certificate holder, unless the shareholder or certificate holdershows that he has a reasonable interest to check the proper procedure of themeeting in question.

 

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4.                                       Theminutes or report will be available for inspection by the shareholders andcertificate holders at the office of the company within a reasonable time afterthe end of the meeting.  Each of thesewill be provided on request with a copy or excerpt of these documents for nomore than the cost price.

 

**RESOLUTION WITHOUT HOLDING A MEETING**

 

**Article 32**

 

1.                                       Shareholders,usufructuaries and lienors to whom a voting right accrues may pass allresolutions which they may pass in a meeting without holding a meeting.  Such a resolution will only be valid if allpeople holding voting rights have voted in favour of the proposal in questionin writing, including by telecopier.

 

2.                                       Ifa resolution is passed without holding a meeting, the Board of Directors of thecompany will be informed of this as soon as possible by a person to beappointed by those holding voting rights from among their midst, along withsubmission of the documents setting out the resolution.  As regards these documents, the provisionsin paragraph 4 of the previous article will apply accordingly.

 

**MEETINGS OF HOLDERS OF SHARES OF APARTICULAR CLASS**

 

**Article 33**

 

1.                                       Ameeting of holders of ordinary shares shall be convened if such is requiredunder Article 8 paragraph 3 or Article 17 paragraph 5.  The stipulations of Articles 20 through 32apply accordingly to such a meeting.

 

2.                                       Ameeting of holders if preference shares shall be convened whenever and insofaras necessary a resolution by a meeting of holders if preference shares isrequired on the strength of the stipulations of Article 8 paragraph 3 orArticle 17 paragraph 6, and further whenever as the Board of Directors or theBoard of Supervisory Directors or both so decides or decide and whenever one ormore people entitled to cast at least ten percent of the total number of voteswhich may be cast on preference shares so request the Board of Directors andthe Board of Supervisory Directors in writing, stated the matters to bediscussed.  If after the receipt of sucha request neither the Board of Directors nor the Board of Supervisory Directorsconvenes a meeting in such a way that it is held within four weeks after saidreceipt, the applicant himself (or, as appropriate, the applicants themselves)shall be entitled to convene a meeting, taking into consideration theappropriate stipulations of these Articles of Association.

 

3.                                       Themembers of the Board of Directors and the Board of Supervisory Directors areentitled to attend meetings of holders of preference shares; as such they havean advisory voice in the meeting.

 

4.                                       Article29, paragraphs 1, 2, 3, 8 and 9 and Articles 30, 31 and 32 shall applyaccordingly to meetings of holders of preference shares, on the understandingthat the meeting shall appoint its own Chairman.

 

**FINANCIAL YEAR**

 

**Article 34**

 

The financial year of the company coincides with the calendar year.

 

**ANNUAL DOCUMENTS**

 

**Article 35**

 

1.                                       Annuallywithin five months after the end of the fiscal year of the company, subject toextension of this period by no more than six months by the General Meeting on thebasis of exceptional circumstances, the Board of Directors will draw up AnnualAccounts and make them available for inspection by the shareholders at theoffice of the company.  Within this timeperiod the Board of Directors will also make the Annual Report available forinspection by the shareholders, unless Sections 2:396 paragraph 6, first fullsentence, or 2:403 of the Dutch Civil Code apply to the company.

 

2.                                       TheAnnual Accounts will be signed by all members of the Board of Directors and theBoard of Supervisory Directors; if the signature of one or more directors orsupervisory directors is missing, reasons for such omission will be stated.

 

3.                                       Fromthe day of notice of the General Meeting intended to deal with the AnnualAccounts, until the end of the meeting, the Annual Accounts, the Annual Reportand the other data as intended in Section 2:392 paragraph 1 of the Dutch CivilCode will be made available for inspection by the shareholders and othersentitled to vote at the office of the company and, if shares in the capital ofthe company are listed on the Amsterdam Stock Exchange, at a location inAmsterdam specified in the notice calling the meeting; the shareholders andcertificate holders may also obtain a copy of these documents free of charge.

 

4.                                       TheAnnual Accounts will be approved by the General Meeting.

 

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5.                                       Ifno reservation has been made in this respect, the adoption of the AnnualAccounts will discharge the Board of Directors and the Board of SupervisoryDirectors from liability for their actions in the financial year to which theAnnual Accounts relate.

 

**AUDITOR**

 

**Article 36**

 

1.                                       Thecompany will instruct an auditor as intended in Section 2:393 of the DutchCivil Code to audit the Annual Accounts drawn up by the Board of Directors inaccordance with the provisions of paragraph 3 of said article.

 

2.                                       TheGeneral Meeting is authorized to make such instruction.  If the General Meeting does not do so, theBoard of Supervisory Directors is authorized to do so, and if this board doesnot do so, the Board of Directors may do so. The instructions given to the expert can at any time be revoked by theGeneral Meeting and by the party who instructed the auditor.  Instructions made by the Board of Directorscan also be revoked by the Board of Supervisory Directors.

 

3.                                       Theauditor will report on his audit to the Board of Supervisory Directors and theBoard of Directors and will set out the results of the audit in a certificateof fair representation of the Annual Accounts.

 

4.                                       TheBoard of Directors can instruct the appointed expert or another expert at theexpense of the company.

 

**PUBLICITY**

 

**Article 37**

 

1.                                       Thecompany shall publish its six-monthly and quarterly figures as soon as theybecome available.

 

2.                                       Thecompany shall publish forthwith the resolution to pay a dividend on shares andon other securities and resolutions to pay an interim dividend.

 

3.                                       Thecompany is obliged to publish the Annual Accounts within eight days after theyhave been adopted.  Publication will beby way of making a copy of the accounts, in Dutch or, if such has not beendrawn up, a copy in French, German or English, available for inspection at theoffice of the Trade Register in the city where the company has its registeredoffice.  The day of adoption must be setout on the copy.

 

4.                                       Ifthe Annual Accounts have not been drawn up within seven months after the end ofthe financial year in accordance with the legal prescriptions, the Board ofDirectors will immediately publish the Annual Accounts which have been drawn upin the manner set out in paragraph 1; the Annual Accounts will state that theyhave not yet been adopted.

 

5.                                       Ifthe General Meeting has extended the period for the compilation of the AnnualAccounts in accordance with Article 27 paragraph 3, then the previous sentencewill apply as of two months after the end of such extended period.

 

6.                                       Simultaneouslywith and in the same manner as the Annual Accounts, a Dutch-language copy ofthe Annual Report and the information which must be added by law will bepublished.  Insofar as permitted by law,the foregoing will not apply if the documents are made available for inspectionby any person at the office of the company and a full or partial copy can beobtained for no more than cost price upon request; the company will apply forregistration in the Trade Register in this respect.

 

7.                                       Publicationwill be in accordance with the applicable legal exemptions.

 

**PROFIT**

 

**Article 38**

 

1.                                       Annually,out of the profits - the positive balance of the profit and loss account - anamount of dividend shall be paid on the preference shares of which thepercentage - to be calculated over the paid up part of the nominal value - isequal to the average deposit rate of the European Central Bank, decreased orincreased by a discount or upcount, with a maximum of three percent (3%), to bedetermined by the Board of Directors under the approval of the Board ofSupervisory Directors at the occasion of the first issue of a preference share,averaged over the number of days over which the payment is made.  The dividend shall be calculated over thepaid-up part of the nominal amount.

 

If for any financial year the distribution referred toabove cannot or cannot entirely be made because the profit does not so allow,payment of deficit shall be made from the profit of one or more of thefollowing financial years.

 

2.                                       Theprofits remaining after the application of paragraph 1 will be at the freedisposal of the General Meeting, after the Board of Directors, subject to theapproval of the Board of Supervisory Directors, has determined what part of theprofit should in any event be reserved.

 

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3.                                       Thecompany may only distribute profit intended for distribution to theshareholders and other entitled parties if its equity is greater than theamount of the paid-up and called proportion of the capital increased by thereserves which must be maintained by law.

 

4.                                       Profitswill be paid out after the adoption of the Annual Accounts which indicate thatdistribution is allowed.

 

5.                                       Sharesover which no votes may be cast by virtue of the provisions in Article 14paragraph 6 will not count in the profit distribution, unless a right ofusufruct or a lien was attached to those shares before the voting right wascancelled.  When determining thedividend that will be paid on each share, only the compulsory deposit on thenominal amount of the shares in question will be counted.

 

6.                                       Followinga proposal of the Board of Directors, which proposal requires the approval ofthe Board of Supervisory Directors, the General Meeting may pass a resolutionto pay out in whole or in part the freely distributable reserves, such withoutprejudice to the provisions in paragraphs 3 and 5.

 

7.                                       Followinga proposal by the Board of Directors, which proposal requires the approval ofthe Board of Supervisory Directors, the General Meeting may pass a resolutionthat distribution will not be in cash, but in whole or in part be paid in theform of shares in the capital of the company.

 

8.                                       TheBoard of Directors, subject to approval of the Board of Supervisory Directors,may decide to effect payment of the amounts payable to holders of preferenceshares in accordance with Article 38, paragraph 1, of these Articles ofAssociation by such payment being charged to one or more of the Company’sreserves.

 

9.                                       Ashortfall may only be set off against the reserves prescribed by law to theextent that such is permitted by law.

 

**INTERIM DIVIDENDS**

 

**Article 39**

 

Following a proposal of the Board of Directors, which proposal requiresthe approval of the Board of Supervisory Directors, the General Meeting may atany time pass a resolution to pay interim dividends, provided the provisions inArticle 38 paragraph 3 are satisfied by means of an interim statement ofcapital.  Such statement will relate tothe capital position on a day no earlier than the first day of the third monthbefore the month in which the resolution to pay dividends has beenannounced.  It will be drawn up inaccordance with established valuation methods.

 

The reserves which must be maintained by law will be included in thestatement of capital.  It will be signedby the members of the Board of Directors; if the signature of one or moredirectors is missing, reasons for such omission will be stated.  The company will make the statement ofcapital available for inspection at the office of the Trade Register withineight days after the day on which the resolution to pay was announced.

 

**PAYMENT**

 

**Article 40**

 

1.                                       Dividendspursuant to Article 38 or 39 will be payable as of a date to be determined bythe Board of Directors.  The date onwhich dividends will first become due can differ between classes of shares, afurther distinction being made between ordinary bearer shares and ordinaryregistered shares for which share certificates have or have not been issued.

 

2.                                       Dividendswill be payable in a place or places to be determined by the Board ofDirectors.  At least one place in theNetherlands will be so designated, including in any event a location inAmsterdam, if shares in the capital of the company are listed on the AmsterdamStock Exchange.

 

3.                                       Asregards payments in cash on the shares, the Board of Directors can determinethe method of payment, as well as the currency in which the dividends will bepaid.

 

4.                                       Dividendsin cash which will be made payable other than in Dutch currency will becalculated against the exchange rate set by De Nederlandsche Bank on a date tobe determined and announced by the Board of Directors.  This day may not be earlier than the dayprior to the day upon which the resolution to pay dividends has been passed andno later than the day which is determined for the shares in question inaccordance with the provisions in paragraph 5 of this article.  If and insofar as on the first day on whichthe dividends are payable, the company is unable to make payments in thedesignated location outside of The Netherlands or in the foreign currency inquestion as a result of governmental measures or other extraordinarycircumstances beyond its control, the Board of Directors will be authorized todesignate instead one or more places in The Netherlands where the dividendswill be paid out in Dutch currency or otherwise.

 

5.                                       Theperson entitled to dividends on a registered share is the person in whose namethe share is registered or, in the case of limited rights, that person who canprove such right, on a 

 

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date to be determined by the Board of Directors withregard to any payment for the various classes of shares.

 

6.                                       Eachparty entitled to a distribution on a bearer share in the form of a Kcertificate (as long as the articles of association know K certificates) shallreceive the distribution against delivery of the dividend coupon, determined bythe Board of Directors, to the company.

 

7.                                       Claimsfor payment of dividends in cash will be void insofar as such dividends havenot been collected within five years and one day after the date on which theyhave become due.

 

8.                                       Inthe event of a payment in the form of shares in the company on the basis ofArticle 38 paragraph 7, the shares which are not taken up within a period to bedetermined by the Board of Directors will be sold at the expense of the personentitled to those shares.  After suchsale the party or parties who did not take up their shares will only beentitled to the nett yield in cash of such sale.  This right will be cancelled after the passing of five years andone day calculated from the day after the date on which the shares could havebeen taken up.

 

9.                                       Inthe event of payment in the form of registered shares in the company on thebasis of Article 38 paragraph 7, such shares will be registered in the registerof shareholders.

 

10.                                 TheBoard of Directors can decide not to apply the provisions of paragraph 6 forreasons that it considers appropriate and on such conditions as it considersappropriate.

 

11.                                 Theprovisions of paragraphs 5 through 6 and 11 will apply accordingly with regardto payments which are not made on the basis of Article 38 or 39.

 

**LEGAL MERGER, AMENDMENT OF ARTICLESOF ASSOCIATION AND DISSOLUTION**

 

**Article 41**

 

1.                                       TheGeneral Meeting, provided it does so on a proposal of the Board of Directors,which proposal requires the approval of the Board of Supervisory Directors, canpass a resolution approving a legal merger, an amendment of the Articles ofAssociation and the dissolution of the company.  Such resolutions can only be passed with a majority of at leastthree fourths of the validly cast votes in a General Meeting, in which at leasttwo thirds of the issued capital is present or represented.

 

2.                                       Ifin a meeting which is to decide on a resolution as intended in the previousparagraph less than two thirds of the issued capital is present or represented,a second meeting will be held, no earlier than fifteen and no later than thirtydays after the first meeting in which the relevant resolution can be passedwith a majority of at least three fourths of the validly cast votes.  In this second meeting at least one third ofthe issued capital must be present or represented.

 

3.                                       Acopy of the proposal to amend the Articles of Association, which sets out theintended amendment verbatim, must be made available until the end of themeeting for inspection by every shareholder and others entitled to vote at theoffice of the company and at such places - including at any event a location inAmsterdam, if shares in the capital of the company are listed on the AmsterdamStock Exchange at the request of the company and at a place to be determined bythe Board of Directors in countries where the company is listed on the stockexchange at the request of the company - as is set out in the notice.  The copies at the places as intended abovewill be available to the shareholders and other persons with voting rights freeof charge.

 

**LIQUIDATION**

 

**Article 42**

 

1.                                       Onthe dissolution of the company pursuant to a resolution passed by the GeneralMeeting, the liquidation of the capital will be carried out by the Board ofDirectors under the supervision of the Board of Supervisory Directors.

 

2.                                       Afterits dissolution the company will continue to exist insofar as this is necessaryto liquidate its capital.  In documentsand announcements issued by it, the following wording must be placed behind thename: in liquidation.

 

3.                                       Theprovisions in these Articles of Association regarding the appointment,suspension, dismissal and supervision of members of the Board of Directors andthe representation of the company will apply accordingly to theliquidators.  The other provisions ofthe Articles of Association will remain in effect during the liquidation to thegreatest extent possible.

 

4.                                       Fromthe balance remaining after payment of debts there shall first, as far aspossible, be transferred to the holders of preference shares, in proportion tothe aggregate nominal value of the preference shares held by each of them:

 

a.                                       anamount equal to any dividend arrears as referred to in Article 38, paragraph 1,of these articles of association which shall then be calculated over the periodending on the day on which the liquidation payment shall become payable; and

 

b.                                      thenominal value paid on the preference shares.

 

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The balance remaining thereafter shall be transferredto the holders of the ordinary shares in proportion to the aggregate nominalvalue of the ordinary shares held by each.

 

When the amount to be paid on each share iscalculated, only the amount of the obligatory payment including share premiumof the share shall come in for consideration.

 

5.                                       Thebooks and documents of the dissolved company will remain in the custody of theperson appointed in this respect by the liquidators for ten years after thetermination of the liquidation.

 

**FINAL STIPULATION**

 

**Article 43**

 

The General Meeting will decide in all cases not provided for by thelaw or the Articles of Association.

 

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