**Exhibit 1.2**
| Crucell N.V. Integrale tekst  ENG na stw november 2005

BCB/47024-00076/AMCO:482641.1 |
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# **STATEMENTABOUT ARTICLES OF ASSOCIATION**

Robert Jan JozefLijdsman, civil law notary in Amsterdam, the Netherlands,

### **hereby declares:**

the attacheddocument is a fair English translation of the Articles of Association of:

Crucell N.V.,

having itsofficial seat in Leiden,

as they read afterexecution of the deed of amendment on 21 November 2005 before a deputy ofR.J.J. Lijdsman, civil law notary aforementioned, with respect to whichamendment a ministerial Statement of No Objections was granted on 8 June 2005,under number NV 1133178.

Crucell N.V. is aprivate limited liability company under Dutch law *(‘beslotenvennootschap met beperkte aansprakelijkheid’)*, having its officeaddress at Archimedesweg 4, 2333 CN Leiden, the Netherlands, and registered inthe Commercial Register under number 28087740.

In preparing theattached document, an attempt has been made to translate as literally as possiblewithout jeopardising the overall continuity of the text. Inevitably, however,differences may occur in translation, and if they do, the Dutch text will bylaw govern.

In the attacheddocument, Dutch legal concepts are expressed in English terms and not in theiroriginal Dutch terms; the concepts concerned may not be identical to conceptsdescribed by the English terms as such terms may be understood under the lawsof other jurisdictions.

Amsterdam, 21November 2005.

Allen & Overy LLP

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**ALLEN & OVERY**

**ARTICLES OF ASSOCIATION**(*Crucell N.V.*)

**CHAPTER I. DEFINITIONS.**

**Article1.**

In these Articles ofAssociation the following terms shall have the following meanings:

-                                  “**Euronext Listing Rules**” means the rules relating tosecurities *(‘Fondsenreglement’)* of EuronextAmsterdam N.V. in Amsterdam, including any changes thereof from time to time.

-                                  “**Euronext Official Price List**” means the Official Price List *(‘Officiële Prijslijst’)* of Euronext Amsterdam N.V. inAmsterdam or any publication replacing such Official Price List.

-                                  “**AGM**” means the General Meeting of Shareholders held for thepurpose of dealing with the annual accounts and the annual report.

-                                  “**Board of Management**” means the management board of theCompany.

-                                  “**Company**” means the company the internal organisation ofwhich is governed by these Articles of Association.

-                                  “**Distributable Equity**” means that part of the Company’sequity which exceeds the aggregate of the part of the capital which has beenpaid-up and called and the reserves which must be maintained by virtue of thelaw or these Articles of Association.

-                                  “**General Meeting**” means the body of the Company formed byShareholders and other Persons entitled to vote.

“**General Meeting of Shareholders**” means a meeting ofShareholders (or their representatives) and other Persons entitled to attendsuch meetings.

-                                  “**Group Company**” means a legal entity or company with whichthe Company is connected in a group within the meaning of Section 2:24b of theDutch Civil Code.

-                                  “**Necigef**” means ‘Nederlands Centraal Instituut voor GiraalEffectenverkeer B.V.’, being the ‘central institution’ *(‘centraalinstituut’)* as referred to in the Dutch Securities Depositary Act *(‘Wet giraal effectenverkeer’)*.

-                                  “**Necigef-beneficiary**” means, in respect of the ordinary shares,a participant *(‘deelgenoot’)* in the collectivedeposit *(‘verzameldepot’)* of ordinary shares ofa Necigef-participant, all within the meaning of the Dutch SecuritiesDepositary Act.

-                                  “**Necigef Global Certificate**” means the one single sharecertificate representing all bearer ordinary shares in issue from time to timereferred to in Article 5, paragraph 2, of these Articles of Association.

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-                                  “**Necigef-participant**” means an institution which is an‘associated institution’ *(‘aangesloten instelling’)*within the meaning of the Dutch Securities Depositary Act.

-                                  “**Person**” means any individual, partnership, corporation,unincorporated organisation or association, limited liability company, trust orother natural person or legal entity.

-                                  “**Shareholder**” means a holder of one or more shares in thecapital of the Company.

-                                  “**Subsidiary**” means (i) a legal entity in which the Company orone or more of its Subsidiaries, whether or not by virtue of agreement withother Persons who can cast votes, can exercise alone or together more than halfof the voting rights in the general meeting of members or shareholders of thatlegal entity; or (ii) a legal entity in respect of which the Company or one ormore of its Subsidiaries is a member or shareholder and, whether or not by virtueof agreement with other Persons who can cast votes, alone or together, canappoint or dismiss more than half of the managing directors or the supervisorydirectors, also in the event all those who can cast votes, vote; or (iii)another Subsidiary of the Company as defined in Section 2:24a of the DutchCivil Code.

-                                  “**Supervisory Board**” means the supervisory board of theCompany.

-           “**Supervisory Director**”means a member of the Supervisory Board.

**CHAPTER II. NAME, OFFICIAL SEAT AND OBJECTS.**

**Article2. Name and Official Seat.**

2.1        The name of the Company is: **Crucell N.V.**

2.2        The Company’s official seat is Leiden.

**Article 3. Objects.**

The objects of theCompany are:

a.                             theincorporation and acquisition of, participation in, co-operation with,conducting the management of and the financing of other companies andenterprises, particularly companies or enterprises active in the biological andindustrial technology in general and more in particular in the development,testing, upgrading and operation of bio-pharmaceutical procedures and thedevelopment, evaluation and exploitation of clinical applications of suchprocedures and bio-pharmaceuticals;

b.                            theacquisition, administration, ownership, control, exploitation and alienation ofregistered property, membership of associations and co-operative associationswhich have as object the exploitation of registered property, securities,industrial and intellectual property rights, non-registered property and othercomponents of equity capable of being a source of income, the investment ofmoney and other value in the aforementioned goods, the brokerage of thementioned transactions and the 

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                                      lendingand borrowing of funds, whether under the security of a mortgage or not;

c.                             theprovision of collateral for the debts and other obligations, including for thedebts and obligations of the Company or of other companies or of othercompanies or enterprises with which the Company is affiliated in a group or ofthird parties;

as well as to do all thatis connected therewith or may be conducive thereto, all to be interpreted inthe broadest sense.

**CHAPTERIII. CAPITAL AND SHARES; REGISTER OF SHAREHOLDERS.**

**Article 4. Authorised Capital.Classes of Shares.**

4.1                       TheCompany’s authorised capital equals forty million eight hundred thousand euro(EUR 40,800,000).

4.2                       It isdivided into:

-                                  eighty-fivemillion (85,000,000) ordinary shares with a nominal value of twenty-foureurocent (EUR 0.24) each; and

-                                  eighty-fivemillion (85,000,000) preference shares with a nominal value of twenty-four eurocent(EUR 0.24) each.

4.3                       Theordinary shares may, at the option of the Shareholder, be registered shares orbearer shares. The preference shares shall be registered shares. No sharecertificates shall be issued for registered shares.

4.4                       Whereverthese Articles of Association refer to shares or Shareholders, such terms shallbe understood to refer to all classes of shares mentioned in paragraph 2 andthe holders thereof, unless the contrary is apparent from the context.

4.5                       TheCompany may co-operate in the issuance of depositary receipts for its shares.Holders of depositary receipts issued for shares in the Company with theCompany’s co-operation shall have the rights conferred to them by law, also tothe extent such rights are not expressly referred to in these Articles ofAssociation.

**Article5. Bearer Ordinary Shares: Necigef Global Certificate.**

**5.1**                       On the occasion of theissuance of ordinary shares the Person becoming entitled to receive such sharemay request the Company, in writing, to deliver a registered ordinary share.Without such request, the Person entitled to such share shall obtain a bearerordinary share in conformity with the provisions of this Article 5.

5.2                       All bearerordinary shares in issue from time to time shall be represented by one singleshare certificate (the “Necigef Global Certificate”).

5.3                       The NecigefGlobal Certificate is intended to be held on behalf of the party or partiesentitled to it by Necigef.

5.4                       Withoutprejudice to the provisions in Article 40, paragraph 5, of these Articles ofAssociation, Necigef shall be irrevocably charged with the 

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                                      managementof the Necigef Global Certificate in its capacity as controller of the relevantbook-entry deposit of the ordinary shares.

5.5                       Assoon as the share certificate has been taken into custody by Necigef (a)Necigef will credit each Necigef-participant that has been nominated by one ormore parties entitled to shares with a share in the book-entry deposit of theshares proportional to the right of the party or parties entitled to shares and(b) each Necigef-participant that has been nominated by one or more partiesentitled to shares shall correspondingly credit such party or parties in thecollective deposit of the shares at that Necigef-participant.

5.6                       Inthe event of any subsequent issue of shares (a) on request by the CompanyNecigef will inscribe or have inscribed the newly issued shares on thecertificate embodying the shares as a result of which the number of sharesembodied in that certificate shall be increased by the number of shares soinscribed, and (b) will credit each Necigef-participant nominated by one ormore parties entitled to shares with a share in the book-entry deposit of theshares proportional to the right of the party or parties entitled and (c) eachNecigef-participant nominated by one or more parties entitled to shares shallcorrespondingly credit such party or parties in the collective deposit of theshares at that Necigef-participant

5.7                       Ifa Necigef-beneficiary wishes to take delivery of one or more ordinary sharesnot exceeding in number the quantity represented by his co-ownership, (a)Necigef will write ordinary  shares offor have ordinary shares written off the Necigef Global Certificate such thatthe number of ordinary shares embodied in the Necigef  Global Certificate shall be decreased by thenumber of ordinary shares so written off (b) Necigef in its capacity ascontroller of the book-entry deposit of the ordinary shares shall deliver theordinary shares by deed of transfer to the party or parties entitled and reportthe delivery or have it reported to the Company or have the Company acknowledgethe delivery (c) Necigef shall correspondingly debit the share in the name ofthe relevant Necigef-participant in the book-entry deposit of the ordinaryshares and (d) the relevant Necigef-participant shall debit the party entitledin the collective deposit of the ordinary shares at that Necigef-participantand (e) the Company will enter the party entitled in its register ofshareholders as holder of the registered ordinary shares delivered to him.

5.8                       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 

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                                      inscribeor have inscribed the ordinary share or ordinary shares on the Necigef GlobalCertificate so that the number of ordinary shares embodied in the NecigefGlobal Certificate shall be increased by the number so inscribed and (d)Necigef will credit the Necigef-participant nominated by the party entitled toa share in the book-entry deposit of the shares proportional to the number ofshares inscribed on the Necigef Global Certificate and (e) theNecigef-participant will credit the party entitled correspondingly in thecollective deposit of the shares at that Necigef-participant.

5.9                       Forthe purpose of application of the provisions of these Articles of Association,Shareholders shall be understood to include Necigef-beneficiaries.

**Article6. Register of Shareholders.**

6.1                       The Boardof Management shall keep a register containing the names and addresses of allholders of registered shares, with reference to the class of shares.

6.2                       Everyholder of one or more registered shares and any Person having a right ofusufruct or a right of pledge over one or more such shares shall be obliged toprovide the Company in writing with their address.

6.3                       A member ofthe Board of Management shall sign all entries and notes in the register ofShareholders or another Person authorised to do so by the Board of Management.

6.4                       Section2:85 of the Dutch Civil Code also applies to the register.

6.5                       Upon hisrequest, a Shareholder shall be provided with written evidence of the contentsof the register with regard to the shares registered in his name, free ofcharge, and the statement so issued may be validly signed on behalf of theCompany by a Person to be designated for that purpose by the Board ofManagement. Such extract from the register is for information purposes only andnot marketable.

**CHAPTER IV. ISSUANCE OF SHARES.**

**Article7. Body Competent to Issue Shares.**

7.1                       Sharesshall be issued pursuant to a resolution of the Board of Management. Theresolution shall be subject to the approval of the Supervisory Board. Thisauthority of the Board of Management shall relate to all unissued shares of theCompany’s authorised capital, as applicable now or at any time in the future.The duration of this authority shall be established by a resolution of theGeneral Meeting and shall be for a period of maximum five years, withoutprejudice to the provisions of Article 46 of these Articles of Association.

7.2                       Designationof the Board of Management as the company body competent to issue shares may beextended by amending these Articles of Association or by a resolution of theGeneral Meeting for a period not exceeding five 

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                                      yearsin each case. The resolution of the General Meeting shall be subject to theapproval of the Supervisory Board. The number of shares that may be issuedshall be determined at the time of this designation. Designation by resolutionof the General Meeting cannot be revoked unless determined otherwise at thetime of designation.

7.3                       Upontermination of the authority of the Board of Management, the issue of sharesshall thenceforth require a resolution of the General Meeting, save whereanother company body has been designated by the General Meeting. The resolutionof the General Meeting to issue shares or to designate another company bodyshall be subject to the approval of the Supervisory Board.

7.4                       TheBoard of Management is authorised, subject to the approval of the SupervisoryBoard, in the event of a merger of a Subsidiary, to issue ordinary shares atthe charge of one or more of the Company’s reserves (which do not have to bemaintained by law or under these Articles of Association), in as far as theBoard of Management has been designated as the company body competent to issueshares.

7.5                       The issueof preference shares pursuant to a resolution of a company body other than theGeneral Meeting, as a result of which an amount of issued preference shareswould be effected which would exceed one hundred per cent (100%) of the amountof issued ordinary shares may only be effected after the General Meeting hasfor the specific instance granted its concurrence.

7.6                       In theevent of an issue of preference shares pursuant to a resolution of a companybody other than the General Meeting as a result of which an amount of preferenceshares would be issued which does not exceed one hundred per cent (100%) of theamount of issued ordinary shares, a General Meeting of Shareholders shall beconvened and held within four weeks of the issue in which the reasons for theissue shall be explained.

7.7                       Theprovisions of paragraphs 1 through 5 of this Article 7 shall be equallyapplicable to the granting of rights to subscribe for shares but shall not beapplicable to the issue of shares to Persons exercising a previously grantedright to subscribe for shares.

7.8                       Inthe event of an issue of preference shares, a General Meeting of Shareholdersshall be convened, to be held not later than two years after the date on whichpreference shares were issued for the first time. The agenda for that meetingshall include a resolution relating to the repurchase or cancellation of thepreference shares. If the resolution to be adopted in respect of this item onthe agenda is not directed to the repurchase or cancellation of the preferenceshares, a General Meeting of Shareholders shall be convened and held, in eachcase within two years of the previous meeting, the agenda of these meetingsshall include a resolution relating to 

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                                      therepurchase of cancellation of the preference shares, until such time as no morepreference shares shall be issued. The foregoing provisions of this paragraph 8do not apply to preference shares issued pursuant to a resolution or withconcurrence of the General Meeting.

7.9                       Section2:96 of the Dutch Civil Code also applies to the issuance of shares and thegranting of rights to subscribe for shares.

**Article8. Conditions of Issuance; Rights of Pre-emption.**

8.1                       The priceand further conditions of issuance shall be determined in the resolution toissue shares. The issue price of may be no lower than par value, withoutprejudice to the provision of Section 2:80, subsection 2, of the Dutch CivilCode.

8.2                       Upon theissuance of ordinary shares, every holder of ordinary shares shall have a rightof pre-emption in accordance with Section 2:96a of the Dutch Civil Code. Thesame applies to the granting of rights to subscribe for ordinary shares.

8.3                       The rightsof pre-emption may be restricted or excluded by a resolution of the Board ofManagement. The resolution shall be subject to the approval of the SupervisoryBoard. The authority granted to the Board of Management shall terminate on thedate of termination of the authority of the Board of Management to issueshares. Article 7, paragraphs 1 through 4, of these Articles of Association,shall apply by analogy.

8.4                       Furthermore,the conditions of issuance and rights of pre-emption shall be subject to theprovisions of Sections 2:96a and 2:97 of the Dutch Civil Code.

**Article9. Payment for Shares.**

9.1                       Upon theissuance of an ordinary share, the nominal value of the share issued must bepaid together with, if the share is taken up at a price higher than par value,the difference between these amounts, without prejudice to the provisions inSection 2:80, subsection 2, of the Dutch Civil Code. Upon the issuance of apreference share, at least one fourth of the par value shall be paid. Furtherpayments on preference shares shall be made, up to the nominal value as amaximum, at the request of the Board of Management, approved by the SupervisoryBoard.

9.2                       Payment forordinary shares must be made in cash to the extent that no other manner ofpayment has been agreed upon. Payment for preference shares can only be made incash.

9.3                       TheBoard of Management shall be authorised to enter into transactions concerningnon-monetary contributions on ordinary shares, and the other transactionsreferred to in Section 2:94, subsection 1, of the Dutch Civil Code, without theprior approval of the General Meeting. The resolution to enter into thesetransactions shall require the approval of the Supervisory Board.

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9.4                       Payments onshares and non-cash contribution shall furthermore be subject to Sections 2:80,2:80a, 2:80b and 2:94b of the Dutch Civil Code.

**CHAPTER V. OWN SHARES AND DEPOSITARY RECEIPTS.**

**Article10.**

10.1                 The Company shallbe entitled to acquire fully paid-up shares in its own capital or depositaryreceipts, provided either no valuable consideration is given or provided that:

(a)                        thedistributable part of the capital and reserves is at least equal to thepurchase price; and

(b)                       the nominalvalue of the shares or the depositary receipts thereof which the Companyacquires, holds or holds in pledge or which are held by a Subsidiary does notexceed one tenth of the Company’s issued capital.

10.2                 The Board ofManagement shall require the authorisation of the General Meeting for anacquisition for valuable consideration. This authorisation may be given for amaximum of eighteen months. At the time of granting such authorisation, theGeneral Meeting must determine how many shares or depositary receipts thereofmay be acquired and between which limits the price must be.

10.3                 TheCompany may acquire its own shares or depositary receipts thereof in order totransfer them, pursuant to a regulation to that effect, to staff employed bythe Company or by a Group Company.

 

10.4                 The acquisitionor alienation by the Company of its own shares shall take place pursuant to adecision of the Board of Management. Such a decision shall be subject to theapproval of the Supervisory Board, without prejudice to the provisions ofparagraph 2 of this Article 10.

10.5                 Own shares anddepositary receipts thereof shall furthermore be subject to Sections 2:89a,2:95, 2:98, 2:98a, 2:98b, 2:98c, 2:98d and 2:118 of the Dutch Civil Code.

**CHAPTER VI. REDUCTION OF THE COMPANY’S ISSUED CAPITAL.**

**Article11.**

11.1                 The GeneralMeeting may decide to reduce the Company’s issued capital, but only at theproposal of the Board of Management with the approval of the Supervisory Board:

(a)                        bycancelling shares; or

(b)                       by reducingthe nominal value of shares by amending these Articles of Association.

A resolution of theGeneral Meeting to reduce the Company’s issued capital must specify the sharesto which the resolution relates and must include provisions for theimplementation of the resolution.

11.2                 Aresolution to cancel shares may only involve:

 

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(a)                        shares ordepositary receipts thereof held by the Company itself or the depositaryreceipts of which (if any) are held by the Company itself; or

(b)                       all sharesof one particular class, in each case with the consent of the meeting ofholders of shares of the class concerned and with repayment.

11.3                 In the event ofcancellation of all preference shares, without prejudice to any provision ofthe law on the subject, there shall, to the extent possible, be paid in respectof these shares an amount equal to the nominal value paid on those shares,increased by any outstanding dividend referred to in Article 31, paragraph 1,of these Articles of Association which dividend shall then be calculated overthe period ending on the date on which the payment shall become payable.

11.4                 Partial repaymentof shares or exemption from the obligation to pay calls on shares is onlypossible in order to implement a resolution to reduce the nominal value of theshares. Such repayment or exemption shall take place:

(a)        with regard to all shares; or

(b)        with regard to all shares of oneparticular class, in each case with the consent of the meeting of holders ofshares of the class concerned.

**CHAPTER VII. TRANSFER OF SHARES.**

**Article12.**

12.1                 The transfer of aregistered share or the transfer of a right in rem therein shall be effected bymeans of a deed and, except where the Company itself is a party to thetransaction, acknowledgement in writing of the transfer by the Company.

Acknowledgement is effected in the deed, or by a dateddeclaration of acknowledgement either on the deed or on a copy or extractthereof which is certified by a civil law notary or by the transferor. Officialservice of that deed or that copy or extract on the Company shall rank asacknowledgement.

12.2                 A right of pledgemay also be created without acknowledgement or official service of notice tothe Company. In such case, Section 3:239 of the Dutch Civil Code shall apply byanalogy, on the understanding that the communication referred to in subsection3 of that Section, shall then be replaced by acknowledgement by or officialservice on the Company.

12.3                 A member of theBoard of Management shall sign the acknowledgement or another Person authorisedto do so by the Board of Management.

12.4                 The provisions ofparagraphs 1 and 3 of this Article 12 shall apply by analogy to the allocationof registered shares on the division of jointly held property.

12.5                 TheShareholder shall have voting rights in respect of a share in which the lifeinterest or the right of pledge is created. However, the voting rights shall 

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                                      accrueto the beneficiary of the life interest or the pledgee in the event that it wasso stipulated at the creation of the life interest or the right of pledge. TheShareholder who holds no voting rights and the beneficiary of a life interestor pledgee who does hold voting rights shall have the rights which the lawattributes to holders of depositary receipts issued for shares in a companywhich are issued with that company’s co-operation. A beneficiary of a lifeinterest or a pledgee who holds no voting rights shall not have the rightsreferred to in the preceding sentence.

12.6                 Therights deriving from a share in which a life interest is created, relating tothe acquisition of shares shall accrue to the Shareholder. However, theShareholder shall compensate the beneficiary of the life interest for the valuethereof to the extent that the latter is entitled thereto by virtue of his lifeinterest.

**CHAPTER VIII. THE BOARD OF MANAGEMENT.**

**Article13. The Board of Management.**

13.1                 The management ofthe Company shall be constituted by the Board of Management.

13.2                 The SupervisoryBoard shall determine the number of members of the Board of Management afterconsultation with the Chief Executive Officer.

**Article14. Appointment.**

14.1                 Members of theBoard of Management shall be appointed by the General Meeting from a list ofcandidates to be drawn up by the Supervisory Board.

14.2                 If the list ofcandidates contains the names of at least two Persons it shall be binding.However, the General Meeting may at any time, by resolution passed with anabsolute majority of the votes cast representing more than one third of theCompany’s issued capital, resolve that such list shall not be binding.

14.3                 If theSupervisory Board should fail to draw up a list of nominees within three monthsafter the vacancy has occurred the General Meeting may appoint a member of theBoard of Management at its own discretion.

14.4                 Ifthe Supervisory Board has drawn up a non-binding nomination, the appointment ofa Person to the Board of Management in contravention of the nomination shallrequire a resolution of the General Meeting adopted with an absolute majorityof the votes cast representing more than one third of the Company’s issuedcapital.

14.5                 The SupervisoryBoard shall appoint a member of the Board of Management as “Chief ExecutiveOfficer”.

**Article15. Suspension and Removal.**

15.1                 Each member ofthe Board of Management may be suspended or removed by the General Meeting atany time.

15.2                 Aresolution to suspend, remove or revoke the suspension of a member of the Boardof Management other than at the proposal of the Supervisory 

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                                      Boardmay only be passed by the General Meeting with an absolute majority of thevotes cast representing more than one third of the Company’s issued capital.

15.3                 The SupervisoryBoard can suspend each member of the Board of Management at any time. TheGeneral Meeting may discontinue a suspension by the Supervisory Board at anytime.

15.4                 Any suspensionmay be extended one or more times, but may not last longer than three months inthe aggregate. If at the end of that period no decision has been taken ontermination of the suspension, or on removal, the suspension shall cease.

15.5                 Each member ofthe Board of Management shall retire not later than the day on which the firstAGM is held after four years have elapsed from his appointment. Each resigningmember of the Board of Management may be re-appointed.

**Article16. Remuneration.**

TheSupervisory Board shall determine the remuneration of the individual members ofthe Board of Management, on a proposal by the Remuneration Committee, withinthe scope of the remuneration policy adopted by the General Meeting.

**Article17. Duties of the Board of Management; Decision-making Process;Allocationof Duties.**

17.1                 Subject to therestrictions imposed by these Articles of Association, the Board of Managementshall be entrusted with the management of the Company.

17.2                 The Board ofManagement shall draw up a set of rules governing its internal functioning andthe passing of resolutions by the Board of Management (the “**By-laws Board of Management**”). The adoption, amendment,modification, replacement or suspension of the By-Laws Board of Managementshall require the approval of the Supervisory Board.

17.3                 All decisions ofthe Board of Management shall be adopted by an absolute majority of the votescast, unless otherwise provided in the By-Laws Board of Management.

17.4                 The Board ofManagement may determine the duties with which each member of the Board ofManagement will be charged in particular. The allocation of duties shallrequire the approval of the Supervisory Board.

17.5                 TheBoard of Management shall, whether or not from among its members, appoint“Officers” and allocate certain of its duties to these Officers including ageneral or limited power of attorney to represent the Company. This allocationshall not effect the ultimate responsibility of the Board of Management for theduties thus allocated. The appointment and removal of Officers shall requirethe approval of the Supervisory Board.

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17.6                 The Board ofManagement shall appoint a “**Company Secretary**”who will assist the Board of Management. The appointment and removal of theCompany Secretary shall require the approval of the Supervisory Board.

**Article 18. Representation of the Company.**

18.1                 TheBoard of Management shall be authorised to represent the Company. Each memberof the Board of Management shall also be authorised to represent the Company.

18.2                 In the event of aconflict of interest between the Company and a member of the Board ofManagement, the Company shall be represented by the Person or Personsdesignated for such purpose by the Supervisory Board, save when one or moreother Persons have been designated by the General Meeting.

**Article19. Approval of Resolutions of the Board of Management.**

19.1                 Without prejudiceto any other provision of these Articles of Association, the Board ofManagement shall require approval of the Supervisory Board for managerialresolutions with respect to:

a.                             alltransactions between the Company and natural or legal persons who hold at leastten percent (10%) of the shares in the Company that are of materialsignificance to the Company and/or such persons;

b.                            aresolution on the operational and financial aims of the Company, the strategydesigned to achieve the aims, and the parameters to be applied in relation tothe strategy;

c.                             alltransactions in which there are conflicts of interest with members of the Boardof Management that are of material significance to the Company and/or therelevant members of the Board of Management;

d.                            alltransactions in which there are conflicts of interest with Supervisory Boardmembers that are of material significance to the Company and/or the relevantSupervisory Board members;

e.                             expandingthe affairs of the Company with a new line of business and closing down thebusiness of the Company or any part thereof, including a transfer of ownershipor a transfer of the beneficiary use thereof;

f.                               participating,or otherwise taking an interest in or acceptation or disposal of the managementof other business enterprises and terminating or modifying such participationor interest;

g.                            enteringinto, terminating and amending joint venture and pooling agreements;

h.                            acquiringfixed business assets for an amount as determined by the Supervisory Board andnotified to the Board of Management, each acquisition to be consideredseparately; and

i.                                performingany legal acts other than referred to in this paragraph, if the interest orvalue of such acts to the Company exceeds an amount

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                                      asdetermined by the Supervisory Board and notified to the Board of Management orby which the Company shall be bound for a period exceeding one year.

19.2                 The SupervisoryBoard may determine that a resolution as referred to in paragraph 1, shall notrequire its approval if the amount involved does not exceed a value fixed bythe Supervisory Board and notified to the Board of Management in writing.

19.3                 The SupervisoryBoard is entitled to require further resolutions of the Board of Management tobe subject to its approval and to amend the amounts involved in resolutions forwhich the approval of the Supervisory Board is required. Such resolutions shallbe clearly specified and notified to the Board of Management in writing.

19.4                 The lack ofapproval of the Supervisory Board in respect of a resolution referred to inthis Article 19 does not affect the authority of the Board of Management or itsmembers to represent the Company.

**Article20. Vacancy or Inability to Act.**

20.1                 If a seat isvacant on the Board of Management *(‘ontstentenis’)*or a member of the Board of Management is unable to perform his duties *(‘belet’)*, the remaining members or member of the Board ofManagement shall be temporarily entrusted with the entire management of theCompany. If all seats in the Board of Management are vacant or all members orthe sole member of the Board of Management, as the case may be, are unable toperform their duties, the management of the Company shall be temporarilyentrusted to the Supervisory Board which shall then be authorised totemporarily entrust the management to one or more Persons, whether or not fromamong its members.

20.2                 The SupervisoryDirector who is temporarily entrusted with the management of the Company, whenall seats in the Board of Management are vacant or all members or the solemember of the Board of Management, as the case may be, are unable to performtheir duties, shall resign from the Supervisory Board.

**Article21. Management Committee.**

**21.1**                 The Company has a ManagementCommittee, consisting of a number of members to be determined by the Board ofManagement. The Company Secretary shall be a member of the ManagementCommittee.

**21.2**                 The Management Committeewill advise the Board of Management in strategic, general managerial andexecutive matters and will assist the Board of Management in implementing thesematters under the final responsibility of the Board of Management.

**21.3**                 Members of the ManagementCommittee shall be appointed and dismissed by the Board of Management. Theappointment and removal of the

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**                                     **members of the ManagementCommittee shall require the approval of the Supervisory Board.

21.4                 The Board ofManagement may establish terms of reference for the Management Committee (the “**Terms of Reference for the Management Committee**”). The adoption,amendment, modification, replacement or suspension of the Terms of Referencefor the Management Committee shall require the approval of the SupervisoryBoard.

**CHAPTER IX. THE SUPERVISORY BOARD.**

**Article22. Number of Supervisory Directors.**

22.1                 The Company shallhave a Supervisory Board consisting of Supervisory Directors. Individuals onlycan be Supervisory Directors.

22.2                 The SupervisoryBoard shall have at least three Supervisory Directors. Subject to this minimum,the Supervisory Board shall determine the number of Supervisory Directors afterconsultation with the Chief Executive Officer.

22.3                 If less thanthree Supervisory Directors are in office, the Supervisory Board shall still bevalidly constituted, but shall proceed without delay to make up its number.

**Article23. Appointment.**

23.1                 The SupervisoryDirectors shall be appointed by the General Meeting from a list of candidatesto be drawn up by the Supervisory Board.

23.2                 The provisions ofArticle 14, paragraphs 2, 3 and 4, of these Articles of Association shall applyby analogy to the appointment of Supervisory Directors.

23.3                 A nomination orrecommendation to the General Meeting of Shareholders to appoint a SupervisoryDirector shall state the candidate’s age, his profession, the amount of theshares he holds in the Company’s capital and the positions he holds or hasheld, insofar as these are relevant for the performance of the duties of aSupervisory Director. Furthermore, the legal entities of whose supervisoryboards he is also a member of must be listed; if those include legal entitieswhich belong to the same group, reference to that group is sufficient. Therecommendation or nomination for appointment or reappointment shall state thereasons on which it is based.

**Article 24. Suspension and Removal; Retirement.**

24.1                 EachSupervisory Director may be suspended or removed by the General Meeting at anytime.

24.2                 The provisions ofArticle 15, paragraphs 2 and 4, of these Articles of Association shall apply byanalogy to the suspension, removal and the revocation of suspension ofSupervisory Directors.

24.3                 Each SupervisoryDirector shall retire not later than the day on which the first AGM is heldafter four years have elapsed from his appointment. Each resigning SupervisoryDirector may be re-appointed, provided that a person

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                                      maybe appointed to the Supervisory Board for a maximum of three (3) four-yearterms.

24.4                 The SupervisoryDirectors shall retire periodically in accordance with a rotation plan to bedrawn up by the Supervisory Board.

**Article25. Remuneration.**

TheGeneral Meeting shall determine the remuneration for every member of theSupervisory Board.

**Article26. Duties and Powers.**

26.1                 It shall be theduty of the Supervisory Board to supervise the Board of Management’s managementand the general course of affairs in the Company and in the business connectedwith it. The Supervisory Board shall advise the Board of Management. Inperforming their duties the Supervisory Directors shall act in accordance withthe interests of the Company and of the business connected with it.

26.2                 The Board ofManagement shall promptly supply the Supervisory Board with the informationrequired for the performance of its duties.

26.3                 Each SupervisoryDirector shall have access to the buildings and premises of the Company andshall be authorised to inspect the books and records of the Company in so faras required or as is useful for the proper performance of his duties. TheSupervisory Board may be assisted by experts in exercising its duties.

26.4                 The SupervisoryBoard may appoint from amongst its members a “**delegatedSupervisory Director**” *(‘gedelegeerd commissaris’)*.A delegated Supervisory Director is a Supervisory Director who has a specialduty. The delegation may not extend beyond the duties of the Supervisory Boarditself and may not include the management of the Company. It may entail moreintensive supervision and advice and more regular consultation with the Boardof Management. The delegation shall be of a temporary nature only. Thedelegation may not detract from the role and power of the Supervisory Board.The delegated Supervisory Director remains a member of the Supervisory Board.

26.5                 The SupervisoryBoard may appoint standing and/or ad hoc committees from among its members,which are charged with tasks specified by the Supervisory Board. Thecomposition of any committee is determined by the Supervisory Board. TheSupervisory Board shall, in any event, establish an “**AuditCommittee**”, a “**Remuneration Committee**”and a “**Nomination Committee**”.

**Article27. Proceedings and Decision-making Process.**

27.1                 With dueobservance of the provisions of these Articles of Association, the SupervisoryBoard shall adopt a set of regulations concerning the division of duties withinthe Supervisory Board and its internal procedures (the “**By-lawsSupervisory Board**”).

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27.2                 The SupervisoryBoard shall elect a Chairman and a Vice-Chairman from among its members. TheVice-Chairman replaces, and assumes the powers and duties of, the Chairman inthe latter’s absence. The Chairman shall not be a former member of the Board ofManagement.

27.3                 The Chairman isprimarily responsible for the functioning of the Supervisory Board and itscommittees. He shall act as the spokesman of the Supervisory Board and is themain contact for the Chief Executive Officer and the Board of Management as awhole. The Chief Executive Officer and the Chairman of the Supervisory Boardshall meet on a regular basis.

27.4                 The SupervisoryBoard is assisted by the Company Secretary, who is appointed in accordance withthe provisions of Article 17, paragraph 6.

27.5                 The CompanySecretary or any other person designated for such purpose by the chairman of ameeting of the Supervisory Board shall draw up a report on the proceedings atthe meeting. The report should provide insight into the decision-making processat the meeting. The report shall be adopted by the Supervisory Board at thesame meeting, or the next meeting.

27.6                 All decisions ofthe Supervisory Board shall be adopted by an absolute majority of the votescast unless otherwise provided for in these Articles of Association or theBy-laws Supervisory Board.

27.7                 Except asprovided in paragraph 9 of this Article 27 or the By-laws Supervisory Board,decisions of the Supervisory Board shall only be valid if taken at a meeting atwhich the majority of the Supervisory Directors are present or represented.

27.8                 A co-member ofthe Supervisory Board authorised in writing may represent a SupervisoryDirector. The expression “in writing” shall include any message transmitted bycurrent means of communication and received in writing. A Supervisory Directormay not act as representative for more than one co-member.

27.9                 Supervisory Boardresolutions may also be adopted in writing, provided the proposal concerned issubmitted to all Supervisory Directors then in office and none of them objectsto this form of adoption. Adoption of resolutions in writing shall be effectedby statements in writing from all the Supervisory Directors. A statement from aSupervisory Director who wishes to abstain from voting on a particularresolution which is adopted in writing must reflect the fact that he does notobject to this form of adoption.

27.10           A resolution adopted bythe Supervisory Board may be evidenced outside the Company through a statementfrom the Chairman and/or the Company Secretary.

27.11           The Supervisory Boardshall meet together with the Board of Management as often as the SupervisoryBoard or the Board of Management deems such necessary.

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**Article28. Indemnification; Limited liability.**

28.1                 The Company shallindemnify any Person who is or was a Supervisory Director or a member of theBoard of Management and who was or is a party or is threatened to be made aparty to any threatened, pending or completed action, suit or proceeding,whether civil, criminal, administrative or investigative (other than an actionby or in the right of the Company) by reason of the fact that he is or was aSupervisory Director, member of the Board of Management, Officer, employee oragent of the Company, or is or was serving at the request of the Company as asupervisory director, member of the management board, officer, director,employee, trustee or agent of another company, a partnership, joint venture,trust or other enterprise or entity, including with respect to employee benefitplans maintained or sponsored by the Company or for the benefit of its or anyof its group companies’ employees or consultants. This indemnification isapplicable to all expenses (including attorneys’ fees), judgements, fines andamounts paid in settlement actually and reasonably incurred by such Person inconnection with such action, suit or proceeding if he acted in good faith andin a manner he reasonably believed to be in or not opposed to the bestinterests of the Company, and, with respect to any criminal action orproceeding, had no reasonable cause to believe his conduct was unlawful oroutside of his mandate. The termination of any action, suit or proceeding by ajudgement, order, settlement, conviction, or upon a plea of nolo contende orits equivalent, shall not, of itself, create a presumption that the Person didnot act in good faith and not in a manner which he reasonably could believe tobe in or not opposed to the best interests of the Company, and, with respect toany criminal action or proceeding, had reasonable cause to believe that hisconduct was unlawful.

28.2                 The Company shallindemnify any Person who is or was a Supervisory Director or a member of theBoard of Management and who was or is a party or is threatened to be made aparty to any threatened, pending or completed action or proceeding by or in theright of the Company to procure a judgement in its favour, by reason of thefact that he is or was a Supervisory Director, member of the Board ofManagement, Officer, employee or agent of the Company, or is or was serving atthe request of the Company as a supervisory director, member of the managementboard, officer, director, employee, trustee or agent of another company, apartnership, joint venture, trust or other enterprise or entity, including withrespect to employee benefit plans maintained or sponsored by the Company or forthe benefit of its or any of its group companies’ employees or consultants.This indemnification is applicable to all expenses (including attorneys’ fees)judgements, fines and amounts paid in settlement, actually and reasonablyincurred by him in connection with such action, suit or

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                                      proceedingif he acted in good faith and in a manner he reasonably believed to be in ornot opposed to the best interests of the Company, except that noindemnification shall be made in respect of any claim, issue or matter as towhich such Person shall have been adjudged to be liable for gross negligence orwilful misconduct in the performance of his duty to the Company, unless andonly to the extent that the court in which such action or proceeding wasbrought or any other court having appropriate jurisdiction shall determine uponapplication that, despite the adjudication of liability but in view of all ofthe circumstances of the case, such Person is fairly and reasonably entitled toindemnification against such expenses which the court in which such action orproceeding was brought or such other court having appropriate jurisdiction shalldeem proper.

28.3                 To the extentthat a Supervisory Director or member of the Board of Management, Officer,employee or agent of the Company has been successful on the merits or otherwisein defence of any action, suits of proceeding, referred to in paragraphs 1 and2, or in defence of any claim, issue or matter therein, he shall be indemnifiedagainst all expenses (including attorneys’ fees) actually and reasonablyincurred by him in connection therewith.

28.4                 Anyindemnification by the Company referred to in paragraphs 1 and 2 shall (unlessordered by a court) only be made by the Company upon a determination thatindemnification of the Supervisory Director or member of the Board ofManagement is proper under the circumstances because he had met the applicablestandard of conduct set forth in paragraph 1 and 2 of this article 28. Suchdetermination shall be made:

a.                             by adecision of the Supervisory Board adopted by a majority of the votes cast bySupervisory Directors who are not parties to such action, suit or proceeding,even though such decision is taken at a meeting at which such SupervisoryDirectors present or represented are less than a majority of all theSupervisory Directors, or;

b.                            ifthere are no Supervisory Directors who are not named as parties to such action,suit or proceeding or if the Supervisory Directors who are not named as partiesto such action, suit or proceeding so direct, by independent legal counsel in awritten opinion; or

c.                             bythe General Meeting.

28.5                 Expenses(including attorney’s fees) incurred by a Supervisory Director or a member ofthe Board of Management in defending a civil or crimi­nal action, suit orproceeding may be paid by the Company in advance of the final disposition ofsuch action, suit or proceeding upon receipt of an undertaking by or on behalfof the Supervisory Director or member of the Board of Management to repay suchamount if it shall ultimately be determined that he is not entitled to beindemnified by the Company as authorised in this

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                                      article.Such expenses incurred by Officers, employees or agents may be so paid uponsuch terms and conditions as the Supervisory Board decides.

28.6                 Theindemnification provided for by this article shall not be deemed exclusive ofany other right to which a Person seeking indemnification or advancement ofexpenses may be entitled under the laws of the Netherlands as from time to timeamended or under any by-laws, agreement, resolution of General Meeting or ofthe disinterested members of the Supervisory Board or otherwise, both as toactions in his official capacity and as to actions in another capacity whileholding such position, and shall continue as to a Person who has ceased to be aSupervisory Director, member of the Board of Management, Officer, director,employee, trustee or agent and shall also inure to the benefit of the heirs,executors, administrators and the estate of such a Person. The Company may, tothe extent authorised from time to time by the Supervisory Board, grant rightsto indemnification and to the advancement of expenses to any officer, employeeor agent of the Company to the fullest extent of the provisions of this Article28 with respect to the indemnification and advancement of expenses ofSupervisory Directors and members of the Board of Management of the Company.

28.7                 The Company may,to the extent authorised from time to time by the Supervisory Board, purchaseand maintain insurance on behalf of any Person who is or was a SupervisoryDirector, member of the Board of Management, Officer, employee or agent of theCompany, or is or was serving at the request of the Company as a supervisorydirector, member of the management board, officer, director, employee, trusteeor agent of another company, a partnership, joint venture, trust or otherenterprise, or entity, against any liability asserted against him and incurredby him in any such capacity or arising out of his capacity as such, whether ornot the Company would have the power to indemnify him against such liabilityunder the provisions of this Article.

28.8                 Whenever in thisarticle reference is made to the Company, this shall include, in addition tothe resulting or surviving company also any constituent company (including anyconstituent company of a constituent company) absorbed in a consolidation ormerger which, if its separate existence had continued, would have had the powerto indemnify its supervisory directors, members of the management board,officers, employees and agents, so that any Person who is or was a supervisorydirector, member of the management board, officer, employee or agent of suchconstituent company, or is or was serving at the request of such constituentcompany as a supervisory director, member of the management board, officer,director, employee, trustee or agent of another company, a partnership, jointventure, trust or other enterprise or entity, shall stand in the same positionunder the provisions of this article with respect to the

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                                      resultingor surviving company as he would have with respect to such constituent companyif its separate existence had continued.

No Person shall bepersonally liable to the Company or its shareholders for monetary damages forbreach of fiduciary duty as a Supervisory Director or member of the Board ofManagement; provided, however, that the foregoing shall not eliminate or limitthe liability of a Supervisory Director or member of the Board of Management(1) for any breach of such individual’s duty of loyalty to the Company or itsshareholders, (2) for acts or omissions not in good faith or which involveintentional misconduct or a knowing violation of law, (3) for any transactionfrom which the director derived an improper personal benefit or (4) forpersonal liability which is imposed by Dutch law, as from time to time amended.No amendment, repeal or modification of this Article 28 shall adversely affectany right or protection of any Person entitled to indemnification oradvancement of expenses under this Article 28 prior to such amendment, repealor modification.

**CHAPTER X. ANNUAL ACCOUNTS AND ANNUAL REPORT;DISTRIBUTIONS.**

**Article 29. Financial Year; Annual Accounts and Annual Report.**

29.1                 TheCompany’s financial year shall be the calendar year.

29.2                 Annually, theBoard of Management shall prepare annual accounts and shall deposit these atthe Company’s office for inspection by Shareholders, not later than five monthsafter the end of the financial year, unless by reason of special circumstancesthis period is extended by the General Meeting by not more than six months.Within this period, the Board of Management shall also deposit the annualreport for inspection by the Shareholders.

29.3                 Within the periodreferred to in paragraph 2, the Board of Management shall also submit theannual accounts and the annual report to the Supervisory Board.

29.4                 The SupervisoryBoard shall present its report on the annual accounts to the General Meeting.

29.5                 The annualaccounts and the annual report shall furthermore be subject to Sections 2:101,2:102 and 2:103 and Title 9, Book 2 of the Dutch Civil Code.

**Article30. Adoption of the Annual Accounts and Release from Liability.**

30.1                 The GeneralMeeting shall adopt the annual accounts.

30.2                 After adoption ofthe annual accounts, the General Meeting shall pass a resolution concerningrelease of the members of the Board of Management and the Supervisory Directorsfrom liability for the exercise of their respective duties, insofar as theexercise of such duties is reflected in the annual accounts or otherwisedisclosed to the General Meeting prior to the adoption of the annual accounts.The scope of a release from liability shall be subject to limitations by virtueof the law.

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**Article31. Profits; Dividends.**

31.1                 Annually, out ofthe profits - the positive balance of the profit and loss account - an amountof dividend shall be paid on the preference shares of which the percentage - tobe calculated over the paid up part of the nominal value - is equal to theaverage deposit rate of the European Central Bank, decreased or increased by adiscount or upcount, with a maximum of three percent (3%), to be determined bythe Board of Management under the approval of the Supervisory Board at theoccasion of the first issue of a preference share, averaged over the number ofdays over which the payment is made. If for any financial year the distributionreferred to above cannot or cannot entirely be made because the profit does notso allow, payment of deficit shall be made from the profit of one or more ofthe following financial years.

31.2                 Subsequently, theBoard of Management shall, subject to the approval of the Supervisory Board,determine which part of the profit remaining after application of paragraph 1shall be allocated to the reserves.

31.3                 Any part of theprofits remaining thereafter shall be paid as a dividend on the ordinaryshares.

31.4                 Distributions maybe made only up to an amount that does not exceed the amount of theDistributable Equity.

31.5                 The Board ofManagement, with the approval of the Supervisory Board, may resolve to makeinterim distributions.

31.6                 In addition,distributions to Shareholders are subject to Sections 2:103, 2:104 and 2:105 ofthe Dutch Civil Code.

31.7                 All distributionson ordinary shares, either as an (interim)dividend or otherwise, shall be madesuch that on each ordinary share an equal amount or value shall be paid.

**Article 32. Distribution inShares or Other Securities and Distributions at the Charge of Reserves.**

32.1                 The GeneralMeeting may, at the proposal of the Board of Management which has been approvedby the Supervisory Board, resolve that a payment of dividend on ordinary sharesbe wholly or partly paid by a distribution of shares or any other securities inthe Company or any other Person.

32.2                 In contraventionof the provision in paragraph 1, a resolution to make an (interim) distributionon ordinary shares in shares in the Company (or any securities in the Companythat are convertible into, exercisable or exchangeable for, or evidence theright to purchase any shares) may be adopted by the Board of Management,subject to approval of the Supervisory Board, if at such time the Board ofManagement is authorised in accordance with Article 7 of these Articles ofAssociation to issue the shares (or other aforementioned securities in theCompany) concerned.

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32.3                 The GeneralMeeting may, at the proposal of the Board of Management which has been approvedby the Supervisory Board, resolve that distributions to Shareholders be made atthe charge of one or more of the Company’s reserves. Paragraph 1 shall apply byanalogy.

32.4                 TheBoard of Management, subject to approval of the Supervisory Board, may decideto effect payment of the amounts payable to holders of preference shares inaccordance with Article 31, paragraph 1, of these Articles of Association bysuch payment being charged to one or more of the Company’s reserves.

**Article33. Date for Payment.**

Dividendsand other distributions shall be made payable on the date to be determined bythe Board of Management. The making payable shall be announced in accordancewith Article 43 of these Articles of Association.

**CHAPTER XI. GENERAL MEETINGS OF SHAREHOLDERS.**

**Article34. The AGM.**

34.1                 The AGM shall beheld annually, within six months of the end of the financial year.

34.2                 The agenda forthe AGM shall contain, inter alia, the following matters:

(a)        the annual report;

(b)        corporate governance;

(c)        reservation and dividend policy;

(d)        adoption of the annual accounts;

(e)                        releasefrom liability of the members of the Board of Management and the SupervisoryDirectors;

(f)         appointments to any vacancies;

(g)                       any otherproposals put forward for discussion by the Supervisory Board or the Board ofManagement, such as proposals concerning the designation of a company bodycompetent to issue shares and to grant rights to subscribe for shares and theauthorisation of the Board of Management to cause the Company to acquire ownshares or depository receipts thereof.

**Article35. Other General Meetings of Shareholders.**

OtherGeneral Meetings of Shareholders shall be held as often as the SupervisoryBoard or the Board of Management deems such necessary, without prejudice to theprovisions of Sections 2:110, 2:111 and 2:112 of the Dutch Civil Code.

**Article36. Notice; Agenda.**

36.1                 The SupervisoryBoard or the Board of Management shall convene the General Meetings ofShareholders.

36.2                 Notice of themeeting shall be given no later than on the fifteenth day prior to the date ofthe meeting.

36.3                 The notice of themeeting shall state the subjects to be dealt with or it shall state that the Shareholdersmay find details thereof at the Company’s office,

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                                      withoutprejudice to the provisions of Article 44, paragraph 2, of these Articles ofAssociation and of Section 2:99, subsection 7, of the Dutch Civil Code.

36.4                 The notice of themeeting shall state the requirement for admission to the meeting as describedin Article 40 of these Articles of Association.

36.5                 Notice shall begiven in the manner stated in Article 43 of these Articles of Association.

36.6                 Matters notstated in the notice of the meeting may be further announced, subject to thetime limit pertaining to the convocation of meetings, in the manner stated inArticle 43 of these Articles of Association.

36.7                 Unless the noticeof the meeting includes the contents of all documents which, according to thelaw or these Articles of Association, are to be available to Shareholders forinspection in connection with the meeting to be held, these documents are to bemade available free of charge to Shareholders in Amsterdam at the office of apaying agent *(‘betaalkantoor’)* as referred toin the Euronext Listing Rules.

36.8                 Shareholdersrepresenting alone, or in the aggregate, at least one percent (1%) of theCompany’s issued capital or - according to the Euronext Official Price List -at least a value of fifty million euro (EUR 50,000,000), have the right torequest the Board of Management or the Supervisory Board to place items on theagenda of the General Meeting of Shareholders.

These requests shall inprincipal be honoured by the Board of Management or the Supervisory Board onthe condition:

a.                             thatthe Shareholders have a reasonable interest in the items to be considered;

b.                            thatthe placing on the agenda is not in conflict with an orderly course of themeeting and that there shall be no grave interests of the Company which resistagainst the placing on the agenda;

c.                             thatthe request has been filed in writing with the Board of Management or theChairman of the Supervisory Board at least sixty (60) days prior to the date ofthe General Meeting of Shareholders.

36.9                 Whereused in this Article 36, the term “Shareholders” shall include beneficiaries ofa life interest and pledgees to whom the voting rights on shares accrue.

**Article37. Venue of Meetings.**

The General Meetings of Shareholders shall be held inLeiden, Amsterdam, Haarlemmermeer (including but not limited to SchipholAirport and Schiphol-Rijk), Utrecht, Rotterdam or The Hague.

**Article 38. Chairmanship.**

38.1                 The GeneralMeetings of Shareholders shall be chaired by the Chairman of the SupervisoryBoard or, in his absence, by the Vice Chairman of that board; in the event thatthe latter is also absent, the Supervisory Directors

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                                      presentshall elect a chairman from their midst. The Supervisory Board may designateanother Person to act as chairman of a General Meeting of Shareholders.

38.2                 If the chairmanof the meeting has not been appointed in accordance with paragraph 1, themeeting shall itself choose a chairman. Until the time such choice is made amember of the Board of Management designated thereto by the Board of Managementshall act as chairman.

**Article39. Minutes.**

39.1                 A secretary to bedesignated by the chairman of the meeting shall keep minutes of the proceedingsat every General Meeting of Shareholders.

39.2                 The minutes of aGeneral Meeting of Shareholders shall be made available, on request toShareholders no later than three months after that General Meeting ofShareholders, after which the Shareholders shall have the opportunity to reactto the minutes in the following three months. The minutes are then adopted bythe chairman and the secretary of the meeting and shall be signed by them asevidence thereof.

39.3                 The SupervisoryBoard or the chairman of the meeting may determine that notarial minutes shallbe drawn up of the proceedings of the meeting, in which case the provisions ofthis Article 39 may be disregarded. The notarial minutes shall be co-signedby the chairman.

**Article40. Rights at Meetings; Admittance.**

40.1                 Each Shareholderentitled to vote and each beneficiary of a life interest or pledgee to whom thevoting rights accrue shall be entitled to attend the General Meeting ofShareholders, to address the meeting and to exercise his voting rights. Whereit concerns registered shares, the Board of Management must be notified inwriting of the intention to attend the meeting. The Board of Management mustreceive such notice not later than on the date mentioned in the notice of themeeting.

40.2                 The right to takepart in the meeting in accordance with paragraph 1 may be exercised by a proxyauthorised in writing, provided that the power of attorney has been received bythe Board of Management not later than on the date mentioned in the notice ofthe meeting.

40.3                 The datementioned in the notice of the meeting, referred to in paragraphs 1 and 2,shall not be earlier than the seventh day prior to the date of the meeting.

40.4                 If the votingrights attributable to a share accrue to the beneficiary of a life interest orto a pledgee, instead of to the Shareholder, the Shareholder is also authorisedto attend the General Meeting of Shareholders and to address the meeting,provided that, where it concerns registered shares, the Board of Management hasbeen notified of the intention to attend the meeting in accordance withparagraph 1. Paragraph 2 of this Article 40 shall apply by analogy.

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40.5                 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 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 onwhich the filing of the statement must have been effected at the latest shallbe specified in the notice of the meeting. This date shall not be earlier thanthe seventh day prior to the date of the meeting.

40.6                 Ifthe Board of Management so decides, a record date shall be scheduled for aGeneral Meeting of Shareholders. This record date shall not be earlier than theseventh day prior to the date of the meeting. If this record date is scheduledthe voting rights and the right to attend the meeting shall accrue to thoseholding such entitlements, and registered as such in a register designated forthat purpose by the Board of Management, on this record date, irrespective ofto whom these rights accrue at the time of the General Meeting of Shareholders.

The record datescheduled shall be specified in the notice of the meeting together with themanner in which Persons with voting rights and the right to attend the meetingcan register and exercise their rights.

The provisions ofparagraphs 1, 2, 4 and 5 shall apply accordingly, provided that the writtenstatements addressed to the Board of Management can be made by the keeper ofthe register referred to in this paragraph 6 and with respect to bearer sharesthat the statement does not need to confirm that the Person mentioned thereinshall remain a Necigef-beneficiary until the close of the meeting.

40.7                 Eachshare confers the right to cast one (1) vote.

40.8                 EachPerson entitled to vote or his proxy shall sign the attendance list.

40.9                 TheSupervisory Directors and the members of the Board of Management shall, assuch, have the right to advise the General Meeting of Shareholders.

40.10           Thechairman of the meeting shall decide whether Persons other than those who shallbe admitted in accordance with the above provisions of this article shall beadmitted to the meeting.

**Article41. Adoption of Resolutions and Voting.**

41.1                 Validresolutions of the General Meeting can only be adopted in a General Meeting ofShareholders for which notice is given and which is held in accordance with therelevant provisions of the law and of these Articles of Association. Exceptwhere the law or these Articles of Association require a

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                                      qualifiedmajority, the absolute majority of the votes cast shall adopt all resolutionsof the General Meeting.

41.2                 Ifin an election of Persons a majority is not obtained, a second free vote shallbe taken. If again a majority is not obtained, further votes shall be takenuntil either one Person obtains a majority or the election is between twoPersons only, both of who receive an equal number of votes. In the event ofsuch further elections (not including the second free vote), each electionshall be between the Persons who participated in the preceding election, butwith the exclusion of the Person who received the smallest number of votes inthat preceding election. If in a preceding election more than one Personreceived the lowest number of votes, the lot shall decide that of these Personsshould not participate in the new election. If there is a tie of votes in anelection between two Persons, it shall be decided by lot who is elected,without prejudice to the provision of the following paragraph of this Article41.

41.3                 Inthe event of a tie of votes in an election from a binding list of candidates,the candidate whose name appears first on the list shall be elected.

41.4                 Ifthere is a tie of votes in a vote other than a vote for the election ofPersons, the proposal is thus rejected.

41.5                 Allvotes may be cast orally. The chairman is, however, entitled to decide a voteby a secret ballot. If it concerns an election of Persons, also a Personpresent at the meeting and entitled to vote can demand a vote by a secretballot. Voting by secret ballot shall take place by means of secret, unsignedballot papers.

41.6                 Abstentionsand invalid votes shall not be counted as votes cast.

41.7                 Votingby acclamation shall be possible if none of the Persons present and entitled tovote objects against it.

41.8                 Furthermore,the provisions of the Section 2:13, subsections 3 and 4, and Section 2:117 ofthe Dutch Civil Code shall apply to General Meetings of Shareholders and theadoption of resolutions therein.

**Article42. Meeting of Holders of Shares of One Class.**

42.1                 The SupervisoryBoard or the Board of Management shall convene meetings of holders of shares ofone class. The meetings shall be held as often as the Supervisory Board or theBoard of Management deems necessary, and also whenever such is required inaccordance with the law or these Articles of Association.

42.2                 With regard tothese meetings, the provisions regarding General Meetings of Shareholdersshall, to the extent possible, apply.

42.3                 Resolutionsof the holders of preference shares may also be adopted in writing withoutholding a meeting, provided they are adopted by the unanimous vote of allholders of preference shares entitled to vote.

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**CHAPTER XII. NOTICES AND OTHER COMMUNICATIONS.**

**Article43.**

**43.1**                 All notices of GeneralMeetings of Shareholders, all announcements concerning dividends and otherpayments and all other communications to Shareholders shall be effected bymeans of a notice in a national daily paper and in the Euronext Official PriceList, without prejudice to the provisions of Section 2:96a, subsection 4, ofthe Dutch Civil Code.

43.2                 Whereused in paragraph 1, the term “Shareholders” shall include the beneficiaries ofa life interest and pledgees to whom the voting rights on shares accrue.

**CHAPTERXIII. AMENDMENT OF THESE ARTICLES OF ASSOCIATION; DISSOLUTION.**

**Article 44. Amendment of theseArticles of Association; Dissolution; Statutory Merger or Demerger.**

44.1                 Aresolution of the General Meeting to amend these Articles of Association, todissolve the Company or to merge or demerge the Company within the meaning ofTitle 7, Book 2 of the Dutch Civil Code, shall only be adopted on a proposal ofthe Supervisory Board.

44.2                 Whena proposal to amend these Articles of Association or to dissolve the Company isto be submitted to the General Meeting of Shareholders, such must be mentionedin the notice of the General Meeting of Shareholders and, if an amendment tothese Articles of Association is to be discussed, a copy of the proposal,setting forth the text of the proposed amendment verbatim, shall at the sametime be deposited for inspection at the Company’s office and in Amsterdam atthe office of a paying agent as referred to in the Euronext Listing Rules, suchpaying agent to be designated in the notice of the meeting, and shall be heldavailable for Shareholders as well as for beneficiaries of a life interest andpledgees to which the voting rights on share accrue, free of charge until theend of the meeting.

**Article45. Liquidation.**

45.1                 Inthe event of dissolution of the Company by virtue of a resolution of theGeneral Meeting, the Board of Management shall be charged with the liquidationof the business of the Company and the Supervisory Board with the supervisionthereof.

45.2                 Duringliquidation, the provisions of these Articles of Association shall remain inforce as far as possible.

45.3                 From the balanceremaining after payment of debts there shall first, as far as possible, betransferred to the holders of preference shares, in proportion to the aggregatenominal value of the preference shares held by each of them:

(a)                        an amountequal to any dividend arrears as referred to in Article 31, paragraph 1, ofthese Articles of Association which shall then be calculated over the periodending on the day on which the liquidation payment shall become payable; and

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(b)                       thenominal value paid on the preference shares.

45.4                 Thebalance then remaining shall be transferred to the holders of ordinary sharesin proportion to the total number of ordinary shares held by each of them.

45.5                 Theliquidation shall otherwise be subject to the provisions of Title 1, Book 2 ofthe Dutch Civil Code.

**CHAPTER XIV. FINAL AND TRANSITIONAL PROVISIONS.**

**Article46. Authority to Issue Shares.**

The duration of the authority of the Board ofManagement to issue shares and to grant rights to subscribe for shares asprovided for in Article 7 of these Articles of Association, shall be fixed onthree years, effective as of the day this amendment of the Company’s Articlesof Association takes effect. The authorisation concerns all non-issued sharesof the authorised capital as it reads now or shall read at some point in time.The same applies to the authorisation of the Board of Management to limit orexclude the right of pre-emption, as provided for in Article 8 of theseArticles of Association.

**Finally, the person appearing hasdeclared:**

**Issued Capital.**

At the time the foregoingamendment of the Articles of Association takes effect, the issued capital ofthe Company equals, nine million eight hundred thirty-two thousand one hundredseven euro and thirty eurocent (EUR 9,832,107.30), divided into fortymillion nine hundred sixty-seven thousand one hundred fourteen (40,967,114)ordinary shares with a nominal value of twenty-four eurocent (EUR 0.24)each.

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