<PAGE>


ARTICLES OF ASSOCIATION of
Koninklijke Luchtvaart Maatschappij N.V.,
having its official seat in Amstelveen.

6 May 2004














Office translation of the complete text of the Articles of Association of
Konin-klijke Luchtvaart Maatschappij N.V., having its official seat in
Amstelveen, as they read after the deed of amendment executed on 6 May 2004
before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a
ministerial Statement of No objections was granted on 28 April 2004, under
number NV 22460.

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

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

<PAGE>


Name
Article 1

The name of the Company is KONINKLIJKE LUCHTVAART MAATSCHAPPIJ N.V.
The Company may add to its name the words "KLM Royal Dutch Airlines" or the
literal translation thereof in another language.

Seat
Article 2

The Company is established in AMSTELVEEN, The Netherlands.
Purpose

Article 3
The purpose of the Company shall be:

a.     to carry on the business of air transport and to engage in any other
       activities of a commercial, industrial or financial nature,
       including participation in other enterprises, both for the Company's
       own account and for the account of or in participation or co-operation
       with third parties;

b.     to observe the interests of the group of companies within the meaning of
       Article 24b of Book 2 of the Dutch Civil Code of which the Company
       forms part.


Duration
Article 4

The Company was founded on the seventh day of October nineteen hundred and
nineteen and shall continue for an indefinite time.

Capital, shares and issuance
Article 5

1.     The authorised capital shall be five hundred sixty-two million five
       hundred thousand Euro (EUR 562,500,000) and is divided
       into:

       -      one thousand eight hundred seventy-five (1,875) priority shares,
              each with a par value of two Euro (EUR 2);

              in total representing three thousand seven hundred fifty Euro
              (EUR 3,750) of the authorised share capital;

       -      one hundred forty-nine million nine hundred ninety-eight thousand
              one hundred and twenty-five (149,998,125) common shares, each
              with a par value of two Euro (EUR 2);

              in total representing two hundred ninety nine million nine hundred
              and ninety-six thousand two hundred and fifty Euro (EUR
              299,996,250) of the authorised share capital;

       -      thirty-seven million five hundred thousand (37,500,000) cumulative
              preference shares-A, each with a par value of two Euro (EUR 2);

              in total representing seventy-five million Euro (EUR 75,000,000)
              of the authorised share capital;
<PAGE>

       -      seventy-five million (75,000,000) preference shares-B, each with a
              par value of two Euro (EUR 2);

              in total representing hundred and fifty million Euro
              (EUR 150,000,000) of the authorised share capital, and

       -      eighteen million seven hundred fifty thousand (18,750,000)
              cumulative preference shares-C (hereinafter: "cumulative
              preference shares-C"), each with a par value of two Euro (EUR 2);

              in total representing thirty-seven million and five hundred
              thousand Euro (EUR 37,500,000) of the authorised share capital;

              divided into five (5) series each consisting of three million
              seven hundred fifty thousand (3,750,000) cumulative preference
              shares-C.

              For the provisions of these Articles of Association, each of the
              series of cumulative preference shares-C may be deemed to be a
              different type of share.

       The total nominal value of all such shares amounting to five hundred
       sixty-two million five hundred thousand Euro (EUR 562,500,000).

2.     Authorised but unissued shares shall be issued at the times and upon the
       conditions as the general meeting of shareholders or the Management, with
       the approval of the Supervisory Board and of the meeting of priority
       shareholders, may resolve; it being understood that the Management may
       only issue shares if and insofar as the general meeting of shareholders
       has designated the Management for at the most five years to do so.
       A resolution of the general meeting of shareholders authorising the
       issuance of shares or designating the Management to do so is valid only
       if a prior or simultaneous approving resolution of each group of holders
       of any class of shares whose rights are prejudiced by the issue is
       obtained.

3.     When common shares are issued against payment in cash, the shareholders
       shall have pre-emptive rights in proportion to their holdings of common
       shares. Article 33 paragraph 1 equally applies to these pre-emptive
       rights. Shareholders have no pre-emptive rights with respect to shares
       issued to employees of the Company or to those of any of its group
       companies.

       Holders of cumulative preference shares-A, preference shares-B and
       cumulative preference shares-C have no pre-emptive rights with respect to
       shares to be issued, and no pre-emptive rights shall prevail in the event
       of issuance of such shares.

4.     The general meeting of shareholders or the Management may limit or
       exclude these pre-emptive rights with the approval of the Supervisory
       Board and of the meeting of holders of priority shares, it being
       understood that the Management may only do so if and insofar as the
       general meeting has designated the Management for at the most five years
       to limit or exclude the pre-emptive rights.
<PAGE>

5.     Paragraphs 2, 3 and 4 are also applicable to the granting of options to
       purchase shares. They do not apply to the issuance of shares to a person
       who exercises an earlier obtained right to purchase shares.

6.     Subject to the provisions of paragraphs 2, 3 and 4 the Management shall
       have the power to perform without approval of the general meeting of
       shareholders legal acts:

       (a) imposing special obligations upon the Company in connection with the
           subscription of shares;

       (b) concerning the acquisition of shares on a basis other than that on
           which participation in the Company is open to the public; and

       (c) regarding capital contribution for shares otherwise than in cash.

7.     Where the term "preference shares" is used in these Articles of
       Association this refers to the cumulative preference shares-A, preference
       shares-B and the cumulative preference shares-C, unless expressly
       provided to the contrary.

Payment
Article 6

1.     Common shares, priority shares and cumulative preference shares-C shall
       be issued only when fully paid.

2.     At the time of issuance, at least twenty five per cent shall be paid upon
       cumulative preference shares-A and upon preference shares-B. Further
       payments shall be made within one month after the Management, with the
       approval of the Supervisory Board and of the meeting of priority
       shareholders, shall have requested such payments in writing from the
       shareholders.

3.     If a share premium is paid for the cumulative preference shares-C, a
       separate paid-in reserve shall be formed for this purpose.

Registered shares, bearer shares, and share certificates
Article 7

1.     Common shares shall - at the election of the shareholder - be issued
       either as bearer shares or registered in his name. Priority shares and
       preference shares shall be registered in the name of the holder.

2.     Bearer share certificates shall be issued for bearer shares. They shall
       be provided with a dividend sheet not composed of separate dividend
       coupons. Such dividend sheets shall be issued only to depositaries. The
       term 'depositaries' as used in these Articles of Association shall mean
       natural persons and legal entities designated as such by the Management
       who have undertaken to turn over the administration of the dividend
       sheets in their custody to an institution designated by the Management
       and also to surrender such dividend sheets only to each other or to the
       Company at such place as it may determine.
<PAGE>

3.     No share certificates shall be issued for registered common shares,
       priority shares or preference shares.

4.     Share certificates shall be issued in denominations of one or more
       shares. Share certificates for more than one share may be issued only
       with the approval of the Management.

       Every share certificate for one or more shares of one hundred guilders
       (NLG 100) issued before the twentieth day of March nineteen hundred and
       eighty-six, shall be regarded as a certificate for the fifthfold number
       of shares of one Euro and fifty Euro cent (EUR 1.50).

       Every share certificate for one or more shares of twenty guilders (NLG
       20) issued on or after the twentieth day of March nineteen hundred and
       eighty-six and before the second day of June nineteen hundred
       ninety-seven, shall be regarded as a certificate for the same number of
       shares of one Euro and fifty Euro cent (EUR 1.50).

       Every share certificate for one or more shares of five guilders (NLG 5)
       issued on or after the second day of June nineteen hundred ninety-seven
       and before the amendment to the articles of association by notarial deed
       (first amendment to the articles of association), executed on the eighth
       day of October nineteen hundred ninety-nine, before Professor M. van
       Olffen, civil law notary at Amsterdam, shall be regarded as a certificate
       for the same number of shares of one Euro and fifty Euro cent (EUR 1.50).

       Every share certificate for one or more shares of eight Euro and sixty
       Euro cent (EUR 8.60) issued on or after the amendment to the articles of
       association, mentioned above and before the amendment to the articles of
       association by notarial deed (second amendment to the articles of
       association), also executed on the eighth day of October nineteen hundred
       ninety-nine, before Professor M. van Olffen, aforementioned, shall be
       regarded as a certificate for the same number of shares of one Euro and
       fifty Euro cent (EUR 1.50).

5.     Share certificates shall bear a number or numbers, or a combination of
       one or more letters and one or more numbers and such other distinctive
       marks, to be determined by the Management, as will enable them to be
       distinguished from each other.

6.     Share certificates shall be signed by a Managing Director together with
       another Managing Director, a Supervisory Director or a person
       specifically authorised for such purpose by the Supervisory Board. Share
       certificates shall also be signed by one or more persons or companies
       designated by the Management with the approval of the Supervisory Board
       and of the meeting of priority shareholders. Subject to that approval of
       the Supervisory Board and of the meeting of priority shareholders, the
       Management may decide that any signature to be placed on a share
       certificate may be facsimile.
<PAGE>

7.     At the request of the holder and with due observance of the provisions of
       these Articles of Association, one or more bearer common shares will at
       any time be registered as registered common shares in the register of
       shareholders mentioned in Article 9, provided that it concerns at least
       ten thousand (10,000) shares. Such registration shall be effected only
       after the share certificates concerned together with any dividend sheets
       belonging thereto have been surrendered to the Company.

8.     At the request of the holder and with due observance of the provisions of
       these Articles of Association one or more registered common shares will
       at any time be made out to bearer by delivery of share certificates by
       the Company, provided that it concerns at least ten thousand (10,000)
       shares. Upon the delivery of share certificates the registration in the
       register of shareholders mentioned in Article 9, will be cancelled.

9.     The Company shall have the right to charge for the delivery of share
       certificates referred to in paragraph 8 not more than the cost thereof.

Article 8

1.     Upon written application of any interested party, new documents shall be
       issued for share certificates or dividend sheets which have been lost,
       stolen or destroyed, provided that the applicant proves to the
       satisfaction of the Management his right to the missing documents and, as
       and to the extent required by the Management, agrees to indemnify the
       Company against claims of third parties in connection therewith.

2.     Upon the issuance of the new documents, the originals shall become
       invalid as far as the Company is concerned, without prejudice to the
       right of recourse of any holder of the original documents against the
       party to whom the replacements have been issued.

3.     Notice of the issuance of the new documents and of the invalidity of the
       original documents shall be published in at least one daily newspaper
       distributed countrywide in The Netherlands and in the Officiele
       Prijscourant published by Euronext Amsterdam N.V.

4.     At the request and at the expense of the holder, share certificates or
       dividend sheets which have become unfit for circulation may be replaced
       by new documents. When making his request, the shareholder shall
       surrender the documents to be replaced to the Company. The documents
       which have become unfit for circulation shall be destroyed by the
       Company.

5.     All costs in connection with the issuance of new documents, including the
       costs of published notices, shall be borne by the person whose documents
       have been lost or destroyed.
<PAGE>

Register of shareholders
Article 9

1.     The Management shall keep a register of shareholders, which shall state
       with respect to each holder of registered shares:

       a)   his name and address;

       b)   the number and class of the shares registered in his name as well as
            the amounts paid thereon;

       c)   his bank or giro account number, together with the name and address
            of the banking or giro institution where the account concerned is
            held, if the holder has chosen to provide this information.

       The register shall also contain the names and addresses of those having a
       right of usufruct or a pledge as described in the first sentence of
       Article 12, paragraph 2 in respect of registered shares, stating whether
       they have voting rights. The register shall also contain all other data
       required by law.

2.     The register may consist of several parts which may be kept wholly or
       partly in different places.

3.     The register may be kept wholly or partly in more than one counterpart
       original.

4.     Entries in the register shall be certified in such manner as may be
       prescribed by the Management with the approval of the Supervisory Board
       and of the meeting of priority shareholders.

5.     Upon request the Management shall issue, free of charge, to any
       shareholder, usufructuary or pledgee an extract from the register with
       respect to his rights registered therein. Such extract is not a share
       certificate. If the share is encumbered with a right of usufruct or a
       pledge, the extract shall specify who is entitled to the voting right.

6.     The register shall be open at the principal office of the Company for
       inspection by shareholders, the usufructuaries and pledgees who have
       voting rights. The preceding sentence does not apply to the part of the
       register that is kept outside The Netherlands to comply with local law or
       stock exchange regulations. The register's data regarding not fully paid
       shares shall be open for public inspection; the Company shall issue a
       copy or extract regarding those data for not more than the cost thereof.
<PAGE>

Shares owned by the Company
Article 10

1.     Any transfer to the Company of not fully paid shares of its own capital
       shall be void.

2.     With due observance of the statutory provisions, the Company may acquire
       for consideration for its own account its own fully paid shares or
       depository receipts issued therefor. Such acquisition requires the
       approval of the meeting of priority shareholders and the authorisation of
       the general meeting of shareholders based on a proposal by the
       Supervisory Board.

3.     There shall be no voting rights in respect of any share owned by the
       Company or a subsidiary thereof at the general meeting or in respect of
       a share of which the Company or a subsidiary holds the depositary
       receipts. Usufructuaries and pledgees of shares owned by the Company or
       its subsidiaries are not excluded from their right to vote if the right
       of usufruct or pledge was established before the Company or a subsidiary
       thereof became the owner. The Company or a subsidiary thereof may not
       exercise the voting right with respect to a share on which it has a right
       of usufruct or pledge. Shares for which no vote may be cast by Statute
       shall not be taken into consideration for the purpose of establishing to
       which extent shareholders have cast their votes, are present or
       represented or to which extent the share capital is provided or
       represented. No payments with respect to those shares may be made in
       favour of the Company.

Alienation of shares owned by the Company, reduction
Article 11

1.     The Company's ownership of its own shares shall terminate upon transfer
       or withdrawal by the Company.

2.     The approval of the Supervisory Board and of the meeting of priority
       shareholders is required for any transfer of shares by the Management,
       subject to Article 14 or Article 15 respectively in case of transfer of
       its own priority shares or cumulative preference shares-C, whichever the
       case may be, which are held by the Company.

3.     At the proposal of the Management, made with the approval of the
       Supervisory Board and the meeting of holders of priority shares, the
       general meeting of shareholders may, with due regard to the statutory
       provisions, resolve to reduce the issued share capital:

       a.  by a withdrawal of shares; or

       b.  by reducing the par value of the shares pursuant to an amendment to
           the articles of association.

4.     A resolution to withdraw shares can only relate to:

       a.  shares which are held by the company or of which it holds the trust
           certificates:

       b.  all shares of one class or series.

       A resolution of the general meeting of shareholders to withdraw shares
       of a certain class as referred to under letter (b) may only be adopted
       subject to a simultaneously or previously adopted resolution of approval
       of the meeting of holders of shares of the respective class.

5.     Partial repayment on shares or a release from the obligation to make
       payment is only allowed pursuant to a resolution to reduce that par
       value of the shares. Such a repayment or exemption must take place:

       a.  with regard to all shares; or

       b.  with regard to (i) the cumulative preference shares-A, (ii) the
           preference shares-B or (iii) the cumulative preference shares-C or
           a series thereof, or (iv) with regard to two or all of the classes
           of shares referred to under (i) through (iii) jointly.
<PAGE>

       A resolution of the general meeting of shareholders to reduce the par
       value of the shares of one or more classes or series of preference shares
       may only be adopted subject to a simultaneously or previously adopted
       resolution of the meeting/meetings of holders of shares of the respective
       class.

6.     In the event of the withdrawal with repayment of cumulative preference
       shares-C, payment shall be made on the type or series in question in the
       amount of:

       a.  the amount which has been paid up on the shares in question,
           including share premium increased with;

       b.  the dividend which has been made payable on the shares but has not
           yet been collected, increased with;

       c.  an amount equal to the dividend percentage as referred to in Article
           32 paragraph 2 under letters (e) and (g) calculated for the period
           from the start of the current financial year until the day of
           withdrawal, multiplied by the number of shares of the types or
           series in question which have been subscribed, one thing and another
           subject to the provisions of Article 105, paragraph 2 of Book 2 of
           the Dutch Civil Code.

Transfer of registered shares
Article 12

1.     The transfer of record of a registered share shall require a deed of
       transfer and, unless the Company is a party to the transaction concerned,
       the written acknowledgement of the transfer by the Company.

       Acknowledgement is effected in the deed or by a dated statement
       containing acknowledgement on either the deed or a notarized or by a
       transferor certified copy of or extract from such deed. Service of the
       deed or of such copy or extract on the Company has the same effect as
       acknowledgement. If the shares to be transferred are not fully paid, the
       acknowledgement can be effected only if the deed of transfer has a
       certified date.

2.     The provisions of the preceding paragraph apply similarly to the
       establishment and transfer of the right of usufruct and the establishment
       of a right of pledge over a registered share. A right of pledge can
       however also be established without acknowledgement by or service on the
       Company; in that case Article 239 of Book Three of the Dutch Civil Code
       applies accordingly and is notification as provided in paragraph 3 of
       that Article replaced by acknowledgement by or service on the Company.

Joint share entitlement
Article 13

If the rights arising from a share are jointly vested in more than one person or
if several persons have limited title to a share, the Company shall be entitled
to limit the exercise of the rights incident to such share to the person
designated in writing for that purpose by all those who have rights incident to
the share.
<PAGE>

Priority Shares
Article 14

1.     Transfer of a priority share shall require the prior consent of
       two-thirds of the votes cast at a meeting of the priority shareholders.
       If the holder of a priority share wishes to transfer such share, he shall
       submit a request to that effect to the meeting of priority share holders.
       Such request shall be made by registered letter addressed to the Chairman
       of the Supervisory Board. The name of the person to whom the share is to
       be transferred, after authorisation therefor has been granted, shall be
       stated in such letter. The Chairman of the Supervisory Board shall call a
       meeting of the priority shareholders promptly after receipt of such
       request. Such meeting shall be held as soon as practicable thereafter.

2.     In the event:

       (a)    that the meeting of priority shareholders does not grant the
              consent referred to in the previous paragraph and the holder
              nevertheless wishes to transfer the share;

       (b)    that the holder of a priority share dies;

       (c)    that the holder of a priority share is declared bankrupt or is
              declared incompetent,

       then the share in question shall be offered for transfer within two
       months thereafter. Such offer shall be made by means of a registered
       letter addressed to the Chairman of the Supervisory Board. Such share
       shall be acquired by the Company unless the acquisition of such share by
       the Company is barred by the provisions of Article 10 paragraph 2. In
       such case the Chairman of the Supervisory Board shall as soon as
       practicable call a meeting of the priority shareholders to be held as
       soon as practicable. The meeting may designate a person willing to
       acquire the share. Within two months after receipt of the offer made by
       the shareholder, the Chairman of the Supervisory Board shall notify the
       shareholder whether the Company or some other person is prepared to
       acquire the share from him.

       The share shall be transferred to the Company or to such person by the
       holder within two months after such notification. If the holder fails to
       transfer the share within this period, the Chairman of the Supervisory
       Board shall be deemed irrevocably authorised to transfer such a share to
       the Company or to the person designated. If within two months after
       receipt of the transfer offer the shareholder has not been notified
       either that the Company is prepared to take over the share or of the name
       of a person to whom the share is to be transferred, the shareholder shall
       be entitled to transfer the share to a person of his own choice. The
       Company or the person designated by the meeting of priority shareholders,
       as the case may be, upon transfer of the share shall pay the par value
       thereof, and the dividend in respect of the current year shall be
       apportioned between the transferor and transferee.

3.     If a share is required to be offered for transfer in conformity with the
       provisions of the previous paragraph, so long as the transfer of such
       priority share has not taken place, no voting rights can be exercised for
       such share at any meeting of the priority shareholders.
<PAGE>

Acquisition of cumulative preference shares-C
Article 15

1.     Cumulative preference shares-C may be transferred to natural persons
       only.

2.     Without prejudice to the provision of the first paragraph of this
       article, a transfer of cumulative preference shares-C shall not be
       possible, if and insofar as the transferee individually, or pursuant to a
       mutual arrangement for co-operation, jointly together with one or more
       others, natural persons and/or legal entities - directly or - other than
       as holder of depositary receipts issued for shares with the co-operation
       of the Company - indirectly:

       A.  is holder of cumulative preference shares-C in the nominal amount of
           one per cent or more of the aggregate issued capital of the company;

           or

       B.  would as a result of such transfer of cumulative preference shares-C
           acquire more than one per cent of the aggregate issued capital of
           the company.

       References to the holding of shares, or the acquisition of shares shall
       for the purposes of the preceding sentence include the holding of a right
       of usufruct or a right of pledge, or the acquisition of a right of
       usufruct or a right of pledge on shares, if the voting rights shall be
       conferred upon the usufructee or pledgee.

       For the purposes of this article 15, shares acquired by the company shall
       be considered as having been issued for so long as they have not been
       cancelled.

3.     Acquisition of cumulative preference shares-C by way of an issue -
       whether or not in the form of stock dividends and/or bonus shares - shall
       for the purposes of the provisions of the first and second paragraphs of
       this article be put on par with a transfer; in this respect the
       cumulative preference shares-C to be issued shall be included in the
       calculation of the size of the aggregate issued capital of the company.

4.     In the event:

       A.     a natural person acquires cumulative preference shares-C other
              than as a result of a transfer in a nominal amount in excess of
              one per cent of the aggregate issued capital of the company;

              or

       B.     a legal entity acquires cumulative preference shares-C other than
              as a result of a transfer, then, such person or entity shall be
              required to alienate those shares without delay. So long as such
              alienation has not taken place, the shareholder, who is required
              to alienate those shares, may not exercise the rights to attend
              meetings or to vote in respect of such shares and the rights
              conferred upon such shareholder to receive dividend on those
              shares shall be suspended.
<PAGE>

5.     If a  shareholder, who is required to alienate those shares pursuant to
       the provisions of paragraph 4 of this article -
       hereinafter referred to as: "the offeror" - fails to comply with his
       obligation within three months after the Management has notified him of
       his obligation by registered letter, the company shall be irrevocably
       authorised and, if the offeror makes a request to that effect, obliged
       to proceed with such alienation at a price to be determined at the
       mutual agreement of the offeror and the interested offeree. Failing a
       mutual agreement, the price shall be determined by an expert to be
       designated at the mutual agreement of the offeror and the Management of
       the company. If the offeror and the Management of the company can not
       agree on the expert to be designated, an expert shall be designated by
       the President of the Chamber of Commerce and Industry of the corporate
       seat of the company. Alienation to the company shall be permitted with
       the consent of the offeror only. If the offeror fails to give his
       co-operation to the transfer of the shares so alienated within fourteen
       days after an agreement is reached on the purchase price for the shares,
       the company shall be irrevocably authorised to sign the deed of transfer
       on his behalf. The Company shall ensure that the offeror receive the
       purchase price for the shares so alienated without delay.

6.     The above provisions of this Article shall not be applicable to:

       a.     a transfer or other transmission of cumulative preference shares-C
              to the company itself, to the societe anonyme: Societe Air France,
              established in Roissy CDG Cedex, France or to the stichting:
              Stichting Administratiekantoor Cumulatief Preferente Aandelen
              C KLM, with statutory seat in Amstelveen, the Netherlands;

       b.     a transfer or other transmission or issue of cumulative preference
              shares-C to the foundation: Stichting Luchtvaartbelangen
              Nederland, established in Amstelveen, or such other trust office
              or other legal entity, if and insofar as in respect of Stichting
              Luchtvaartbelangen Nederland or such other trust office or other
              legal entity the Management with the approval of the Supervisory
              Board and of the meeting of priority shareholders has cancelled in
              whole or in part the provisions of this Article concerning the
              transfer, other transmission or issue of cumulative preference
              shares-C by way of an irrevocable resolution, which cancellation
              may be made conditional;

       c.     a transfer of cumulative preference shares-C acquired by the
              company itself or an issue by the company of cumulative preference
              shares-C, if such transfer or issue is effected within the
              framework of either a co-operation with or a take-over of another
              enterprise, or a legal merger, or an acquisition of a
              participation therein or an extension thereof, in respect of which
              the Management with the approval of the Supervisory Board and of
              the meeting of priority shareholders has cancelled in whole or in
              part the limitation of the possibility to transfer or issue shares
              by irrevocable resolution, which cancellation may be made
              conditional.
<PAGE>

Management
Article 16

The Company shall be managed by a board consisting of five Managing Directors
("Directeuren"), called the Management ("Directie"), under the supervision of a
Supervisory Board ("Raad van Commissarissen") with due regard to the provisions
of these Articles of Association.

Appointment, suspension and dismissal
Article 17

1.     The Company is a company to which Article 155 of Book 2 of the Dutch
       Civil Code (the "mitigated" structure regime) applies, but it has
       voluntarily assumed the full structure regime, in accordance with Article
       157, paragraph 2 of Book 2 of the Dutch Civil Code.

       The Supervisory Board shall appoint the Managing Directors.

       The majority of the members of the Management, including the chairman,
       shall be Dutch residents.

       The Supervisory Board shall advise the general meeting of shareholders
       and the Works Council of the proposed appointment of a Managing Director.
       Article 20 paragraph 12, shall be applicable in this connection.

2.     The Supervisory Board shall appoint one of the Managing Directors as
       chairman of the Management with the title of President, and may in
       addition appoint one or more other Managing Directors as Deputy
       Presidents.

3.     The Supervisory Board shall, after having obtained the prior approval of
       the meeting of priority shareholders, fix the remuneration and other
       conditions of employment of the Managing Directors.

4.     The Supervisory Board shall not remove a Managing Director until after
       the general meeting of shareholders has been consulted on the proposed
       deletion. Article 20 paragraph 12, shall be applicable in this
       connection. The Supervisory Board shall advise the Joint Staff Council of
       the proposed deletion.

5.     The Supervisory Board may at any time suspend one or more Managing
       Directors. Such suspension shall terminate either by subsequent deletion
       or upon expiration of a period of three months form the commencement of
       the suspension, unless the Supervisory Board extends such period for not
       more than two additional periods of three months each. In the event of a
       deletion, paragraph 4 of this Article shall be applicable.
<PAGE>

Tie votes, absence or hindrance, proxy and powers
Article 18

1.     In case of a tie vote with the Management, the vote of the President
       shall be decisive, when there are more than two Managing Directors in
       office.

2.     If one or more of the Managing Directors are unavailable or unable to
       act, the remaining Managing Directors or Director shall be temporarily
       entrusted with the management, and if all of the Managing Directors are
       unavailable or unable to act, the Supervisory Board shall be temporarily
       entrusted with the Management until the unavailability or inability to
       act of at least one of the Managing Directors shall have ended or until
       the Board shall have made definite provisions for the management of the
       Company. The Board may entrust one or more persons, whether or not from
       the Board itself, with such temporary management.

3.     The Management may, while remaining responsible therefor, give one or
       more persons general powers of attorney, special powers of attorney or
       powers of attorney for specific purposes, and may revoke such powers at
       any time.

4.     Without  prejudice to the other  provisions of these Articles of
       Association, the Management shall require the approval of the Supervisory
       Board for resolutions concerning:

       a.     the issue or acquisition of shares in the Company or debt
              instruments issued by the Company or debt instruments issued by a
              limited partnership or a general partnership of which the Company
              is a general partner with full liability;

       b.     co-operation in the issue of registered depositary receipts for
              shares;

       c.     application for listing or delisting of the debt instruments
              referred to in paragraph a. and the depositary receipts referred
              to in paragraph b. on the official list of any stock exchange;

       d.     entry into or termination of a long-term co-operation between the
              Company or a dependent company within the meaning of Article 152
              of Book 2 of the Dutch Civil Code and another legal entity or
              partnership or as general partner with full liability in a limited
              partnership or general partnership if such co-operation or the
              termination thereof is of far-reaching significance for the
              Company;

       e.     acquisition of a participating interest by the Company or by a
              dependent company within the meaning of Article 152 of Book 2 of
              the Dutch Civil Code in the capital of another company the value
              of which is not less than the sum of one-quarter of the issued
              capital and the reserves of the Company, as shown in its balance
              sheet with explanation, and any far-reaching increase or decrease
              in the size of any such participating interest;
<PAGE>

       f.     investments requiring an amount which is not less than the sum of
              one-quarter of the issued capital and the reserves of the Company
              as shown in its balance sheet with explanation;

       g.     a proposal to amend the Articles of Association;

       h.     a proposal to dissolve the Company;

       i.     application for bankruptcy or for a suspension of payments;

       j.     termination of the employment agreements of a considerable number
              of employees of the Company or of a dependent company within the
              meaning of Article 152 of Book 2 of the Dutch Civil Code at the
              same time or within a short time span;

       k.     a far-reaching change in the working conditions of a considerable
              number of employees of the Company or of a dependent company
              within the meaning of Article 152 of Book 2 of the Dutch Civil
              Code;

       l.     a proposal to reduce the issued capital.

5.     The Management shall further require the approval of the Supervisory
       Board for such resolutions of the Management as the Supervisory Board
       shall have specified in a resolution to that effect and notified to the
       Management.

6.     Failure to obtain the approval  required under paragraphs 4 and 5 of this
       Article shall not affect the powers of  representation of the Management
       or Managing Directors.

7.     In the performance of its duties, the Management shall, to the extent its
       statutory duty permits the same, also take into account the interests of
       the group of companies within the meaning of Article 24b of Book 2 of the
       Dutch Civil Code of which the Company forms part.

8.     The Management shall draw up regulations with regard to its internal
       matters and its decision-making process in and outside a meeting.
<PAGE>

Representation
Article 19

1.     The Company shall be represented by the Management as well as by two
       Managing Directors acting jointly or a Managing Director acting jointly
       with a holder of a general power of attorney.

2.     The Company may also be represented:

       (a)    by two holders of general powers of attorney, acting jointly; or

       (b)    by a holder of a special power of attorney together with another
              holder of a special power of attorney, together with a Managing
              Director or together with the holder of a general power of
              attorney; or

       (c)    by a holder of a special power of attorney, acting alone;

       (d)    by a holder of a power of attorney for a specific purpose acting
              alone, provided however that the holders of special powers of
              attorney and holders of powers of attorney for specific purposes
              may only act subject to the conditions and restrictions under
              which their powers have been granted and shall not be empowered
              to delegate their powers unless such authority has been expressly
              granted to them.

Supervisory Board, regular appointments
Article 20

1.     The Company shall have a Supervisory Board ("Raad van Commissarissen").

2.     The Supervisory Directors will be appointed by the Supervisory Board.

3.     The Supervisory Board shall consist of natural persons and shall have
       nine members. If at any time the number of Supervisory Directors shall
       fall below the number thus fixed, the Supervisory Board shall promptly
       take steps to supplement its membership.

4.     The general meeting of shareholders, the Works Council and the Management
       may recommend persons to the Supervisory Board for appointment as
       Supervisory Directors. To that end, the Supervisory Board shall give them
       timely notice as to when and why a vacancy on the Board is to be filled.
       Paragraph 6 shall be applicable to the recommendations made pursuant to
       this paragraph.

5.     The Supervisory Board shall notify the general meeting of shareholders,
       the Joint Staff Council and the Management of the name of the person it
       wishes to appoint.

6.     In the notification referred to in paragraph 5 the Supervisory Board
       shall also state the candidate's age, his occupation, the number of
       shares in the Company held by him, and the positions he holds or has
       held, insofar as they may be relevant to the performance of the duties of
       a Supervisory Director. In addition, the legal persons of which he is
       already a Supervisory Director shall be listed; if these include legal
       persons which belong to one and the same group, reference to that group
       will suffice. The notification shall state the reasons for the proposed
       appointment.

7.     The Supervisory Board shall appoint the persons named in such
       notification, unless the general meeting of shareholders or the Joint
       Staff Council objects to the proposed appointment on the ground that the
       provisions laid down in the second sentence of paragraph 4 or paragraphs
       5 and 6 have not been duly observed or on the ground that the person
       nominated is believed unfit to perform the duties of a Supervisory
       Director or that if the proposed appointment is effected the Supervisory
       Board will be improperly composed.

8.     The decision of the general meeting of shareholders to give notice of an
       objection must be made at the first meeting following receipt of the
       notification; such meeting shall not be held earlier than 14 days after
       receipt of the notification. The Joint Staff Council must give notice of
       its decision to make an objection within two months after the
       notification.
<PAGE>

9.     Any such objection shall be communicated to the Supervisory Board
       together with a statement of the reasons therefor.

10.    Notwithstanding any objection by the general meeting of shareholders or
       the Joint Staff Council, the proposed appointment may be made, if the
       Enterprise Division of the Court of Appeals in Amsterdam - also to be
       referred to herein as the Enterprise Division - declares the objection
       unfounded on the application of a representative of the Supervisory
       Board designated thereto.

11.    A defence may be filed by the designated representative of the general
       meeting of shareholders or of the Joint Staff Council which has made the
       objection referred to in paragraph 7. The Enterprise Division shall also
       cause a convening notice to be sent to the representatives designated by
       the general meeting of shareholders or the Joint Staff Council which has
       not made an objection. There shall be no appeal from the decision of the
       Enterprises Division. The Enterprises Division may not give an order for
       costs.

12.    The general meeting of shareholders may, for such periods as it shall
       determine, in each case not exceeding two successive years, delegate the
       rights and duties given to it and its representatives under this Article
       to a committee of shareholders of which it shall appoint the members; in
       such event the Supervisory Board shall, with due regard for the
       provisions of paragraph 6 of this Article, notify the committee of the
       name of the person it proposes to appoint as a Supervisory Director. The
       general meeting of shareholders may at any time revoke such delegation.

13.    The Joint Staff Council shall only adopt a resolution as referred to in
       this Article 21 and 22 after the subject matter has been discussed at
       least once between the Company and the Joint Staff Council.

Appointments by the General Meeting of Shareholders
Article 21

1.     If there are no Supervisory Directors, appointments shall be made by the
       general meeting of shareholders.

2.     In such case, the Works Council and the Management may recommend persons
       for appointment as Supervisory Directors. To that end the person calling
       the general meeting of shareholders shall give them timely notice that
       the appointment of Supervisory Directors is on the agenda of the general
       meeting. Article 20 paragraph 6, shall apply to recommendations made
       pursuant to this paragraph.
<PAGE>

3.     Any such appointment shall take effect unless the Joint Staff Council,
       after being notified in accordance with Article 20 paragraphs 5 and 6, of
       the name of the person appointed, advises the Company of an objection to
       the appointment, together with a statement of its reasons.
       Notwithstanding the objection of the Joint Staff Council the appointment
       shall take effect if the Enterprise Division upon an application of a
       designated representative of the general meeting of shareholders declares
       the objection groundless.

4.     Paragraphs 7, 8, 11, 12 and 13 of the preceding Article shall apply as
       far as possible in this connection.

Suspension and Dismissal
Article 22

1.     The Company, represented in such case by the Supervisory Board, as well
       as a representative designated for that purpose by the general meeting of
       shareholders or by the Joint Staff Council, may request the Commerce and
       Industry Division of the Court of Appeals ("Gerechtshof") at Amsterdam to
       remove a Supervisory Director for neglect of his duties, for other cause
       or because of such a fundamental change in circumstances that the Company
       cannot reasonably be required to retain him as a Supervisory Director.
       Article 20 paragraph 12 shall apply in this connection.

2.     A Supervisory Director may be suspended by the Supervisory Board; such
       suspension shall terminate automatically if the Company has not filed a
       request for removal as provided in the preceding paragraph with the
       Commerce and Industry Division within one month after the commencement of
       the suspension.

Qualifications for Supervisory Directors
Article 23

1.     None of the following may serve as Supervisory Directors:

       (a) employees of the Company;

       (b) employees of a dependent company within the meaning of Article 152 of
           Book 2 of the Dutch Civil Code; (c) officers and employees of any
           employees organization which is customarily involved in the fixing
           of the conditions of employment of the persons referred to under (a)
           and (b).

2.     A Supervisory Director shall resign no later than at the first general
       meeting of shareholders after the expiration of four years from the time
       of his appointment; he shall be eligible for immediate reappointment,
       subject to the provisions of the other paragraphs of this Article.


Duties and powers of the Supervisory Board
Article 24

1.     It shall be the duty of the Supervisory Board to supervise the
       administration of the Company by the Management and the general conduct
       of the Company and of the enterprise carried on by it. It shall also
       assist the Management with advice. In the performance of their duties the
       Supervisory Directors shall be guided by the interests of the Company and
       the enterprise carried on by it. The Supervisory Board shall, for the
       proper performance of the duties assigned to it, to the extent its
       statutory duty permits the same, also take into account the interests of
       the group of companies within the meaning of Article 24b of Book 2 of the
       Dutch Civil Code of which the Company forms part. The Management shall
       promptly provide the Supervisory Board with such information as may be
       necessary for the performance of its duties.
<PAGE>

2.     The Supervisory Board shall have access to all offices, workshops, supply
       rooms and other buildings of the Company. The Board shall have the right
       to inspect the books, records and cash accounts of the Company and to
       request information from the Management which it shall be obliged to
       supply. Supervisory Directors acting individually shall have similar
       authority only if and to the extent that such authority has been
       expressly granted by the Supervisory Board.

3.     The Supervisory Board may establish as directives for the Management
       rules and regulations to facilitate the exercise of the supervision of
       the general administration of the Company entrusted to the Board.


Business Plan and Budget
Article 25

Once every year the Management shall, in respect of the next twelve month
period, submit to the Supervisory Board for approval a business plan, a budget
and an explanatory memorandum covering:

         (a) the Company's operation account,

         (b) its investments, and

         (c) any financial obligations which will be incurred during such
             period and which will become due thereafter.

The explanatory memorandum shall be accompanied by a summary of the method of
financing. The Management shall report regularly to the Supervisory Board
concerning the extent to which the business plan, the budget and the method of
financing are realized. In addition the Management shall immediately inform the
Supervisory Board of all changes in facts of circumstances which render
necessary a substantial modification of the business plan and/or the budget
and/or the method of financing, in order to obtain the Board's approval of such
modification.


Committee of Delegates
Article 26

The Supervisory Board may, by unanimous vote of all its members, choose from
among its members a Committee of Delegates consisting of at least three and at
most seven members, which shall be charged more specially with the exercise on
behalf of the Supervisory Board of a continuing supervision of the Management
and with the giving of advice to the Management.

<PAGE>

KL Committees
Article 27

1.     The Supervisory Board shall appoint from its members the KL Committee I
       and the KL Committee II. The KL Committee I shall consist of three
       members and the KL Committee II shall consist of four members.

2.     It shall be the task of the KL Committee I to advise the Supervisory
       Board at that Board's request or at its own initiative in respect of any
       motion tabled for a meeting of the Supervisory Board regarding the
       appointment of a Managing Director.

3.     It shall be the task of the KL Committee II to advise the Supervisory
       Board at that Board's request or at its own initiative in respect of any
       motion tabled for a meeting of the Supervisory Board to remove or suspend
       a Managing Director for urgent reasons (dringende redenen) within the
       meaning of Article 678 of Book 7 of the Dutch Civil Code.

4.     The KL Committee I and the KL Committee II may each draw up regulations
       with respect to their internal matters and decision making process.

5.     The KL Committee I and the KL Committee II shall automatically cease to
       exist upon the expiry of a period of three years from the sixth day of
       May two thousand and four, and the provisions of this article shall then
       no longer apply.


Organization of the Supervisory Board
Article 28

1.     The Supervisory Board shall appoint one of its members as Chairman.

2.     The Supervisory Board shall meet as and when convened by its Chairman.
       The Chairman shall call such meetings either on his own initiative or at
       the request of two or more Supervisory Directors or at the request of the
       Management.

3.     The Supervisory Board shall meet wherever it thinks desirable.
       Furthermore, meetings may be held by telephone as well as by video if all
       participating Supervisory Directors are able to hear one another
       simultaneously.

4.     Each Supervisory Director shall be entitled to cast one vote, with the
       understanding, however, that:

       (a)    during the existence of the KL Committee I, each Supervisory
              Director who also holds a seat in the KL Committee I shall have
              the right to cast two votes in respect of any resolution of the
              Supervisory Board to appoint a Managing Director; and

       (b)    during the existence of the KL Committee II, each Supervisory
              Director who also holds a seat in the KL Committee II shall have
              the right to cast two votes in respect of any resolution of the
              Supervisory Board to remove or suspend a Managing Director for
              urgent reasons (dringende redenen) within the meaning of Article
              678 of Book 7 of the Dutch Civil Code.
<PAGE>

5.     Unless these Articles of Association require a greater majority, the
       Supervisory Board shall adopt its resolutions by an absolute majority of
       the votes cast. If the votes are equally divided, no resolution shall
       have been passed. A Supervisory Director may have another Supervisory
       Director represent him at a meeting.

6.     Managing Directors may be invited to attend the meetings of the
       Supervisory Board and shall have an advisory voice at such meetings.

7.     The Supervisory Board may also adopt resolutions without holding a
       meeting, provided that all Supervisory Directors are given the
       opportunity to give their opinion.

8.     The Supervisory Board shall draw up regulations with regard to its
       internal matters and its decision-making process in and outside a
       meeting.

9.     If a Committee of Delegates is chosen pursuant to Article 26, the
       Chairman of the Supervisory Board shall be a member of such Committee and
       shall also act as its Chairman. Each member of such Committee shall be
       entitled to cast one vote. The provisions of paragraphs 2, 3, 5, 6, 7 and
       8 of this Article shall furthermore be applicable.

10.    A statement signed by the Chairman of the Supervisory Board that the
       Supervisory Board has adopted a resolution, will be deemed conclusive
       thereof with respect to third parties.


Compensation of the Supervisory Board
Article 29

1.     The Supervisory Board shall receive an annual compensation which shall
       be fixed by the meeting of priority shareholders.

2.     The meeting of priority shareholders shall be entitled to change such
       compensation at any time.


Auditor
Article 30

1.     The general meeting of shareholders shall instruct a registered auditor
       to audit the Company's financial statements prepared by the Management
       and to report thereon and to give an opinion. This auditor shall deliver
       his report to the Supervisory Board and the Management.

2.     If the general meeting of shareholders has not done so, the Supervisory
       Board shall appoint a registered auditor as provided in the preceding
       paragraph; should the Supervisory Board fail to do so, the Management
       shall appoint a registered auditor.

3.     The general meeting of shareholders may at any time withdraw the mandate
       granted to the auditor; the mandate may also be withdrawn at any time by
       the party having granted the mandate; a mandate granted by the Management
       may also be withdrawn by the Supervisory Board.

       The general meeting shall permit the auditor, at his request, to address
       them regarding the withdrawal of his mandate.

4.     Any interested party may demand the Company to comply with the
       obligation described in paragraph 1 and 2.
<PAGE>


Fiscal year, financial statements and discharge
Article 31

1.     The fiscal year of the Company shall run from April 1 to March 31
       inclusive.

2.     The Management shall close the books of the Company annually as of March
       31. Prior to August 1 of the next fiscal year the Management shall
       prepare with respect to the past year financial statements comprising a
       balance sheet, a profit and loss account and an explanation. The
       Management shall present the financial statements to the Supervisory
       Board for determination. The Management shall add a written annual
       report.

3.     The Supervisory Board shall determine the financial statements and submit
       them, together with the Management's annual report, to the general
       meeting of shareholders for approval and at the same time to the Joint
       Staff Council for discussion.

4.     The financial statements shall be signed by each of the Managing
       Directors and by each Supervisory Director, and the Management's report
       shall be signed by each of the Managing Directors; if any of such
       signatures are missing, the reason for such omission shall be stated on
       the document.

5.     The financial statements, the Management's annual report, the opinion of
       the registered auditor and other statutory information shall be open for
       inspection by the shareholders at the principal office of the Company and
       at the Management's discretion at other places, from the date of calling
       the annual general meeting of shareholders until the termination of such
       meeting. The Company shall make copies of such documents available to
       shareholders free of charge and to other persons at not more than the
       cost.

6.     Within eight days after approval by the general meeting of shareholders
       of the financial statements, the Management shall make a complete copy
       thereof and of the auditor's opinion available for public inspection at
       the Trade Register Office at Amsterdam.


Allocation of profit
Article 32

1.     Out of the profit established in the approved financial statements, an
       amount may first be set aside by the meeting of priority shareholders in
       order to establish or increase reserves. The meeting of priority
       shareholders shall only do so after consultation of the Management and
       the Supervisory Board.

2.     So far as possible and permitted by applicable statute, the remainder of
       the profit shall be distributed as follows:

       (a)    the holders of priority shares shall receive first the statutory
              interest percentage prevailing on the last day of the fiscal year
              concerned, with a maximum of five per cent (5%) of the paid up
              amount per priority share; if and to the extent that the profit
              is not sufficient to make the full aforementioned distribution on
              the priority shares, in subsequent years a distribution to the
              holders of priority shares shall first be made to recompense this
              shortfall entirely before the following paragraph may be given
              effect;
<PAGE>

       (b)    next the holders of cumulative preference shares-A shall receive
              six per cent (6%) of the par value of their cumulative preference
              shares-A or - in the case of not fully paid-up shares - of the
              obligatory amount paid thereon; in the event and to the extent
              the  profit is not sufficient to fully make the aforementioned
              distribution on the cumulative preference shares-A, the deficiency
              shall, to the extent possible and permitted by applicable statute,
              be distributed out of the freely distributable reserves with the
              exception of the paid-in capital reserves; in the event and to the
              extent that the aforementioned distribution on the cumulative
              preference shares-A can also not be made out of such reserves,
              there shall in the following years first be made a distribution
              to the holders of cumulative preference shares-A to the effect
              that such shortfall is fully recovered  before effect is given to
              what is provided hereinafter in this paragraph 2;

       (c)    next the holders of preference shares-B shall receive five per
              cent (5%) of the par value of their preference shares-B or - in
              the case of not fully paid-up shares - of the amount obligatorily
              paid thereon;

       (d)    next the holders of preference shares-B shall receive one half per
              cent (1/2%) of the par value of their shares or - in the case of
              not fully paid-up shares - of the amount obligatorily paid thereon
              for each per cent of the ratio (expressed as a percentage) of the
              profit to the operating revenues mentioned in the approved
              consolidated profit and loss account, with the understanding that
              this dividend percentage shall not be in excess of the dividend
              percentage to be received on the common shares pursuant to
              subparagraph (l);

       (e)    subsequently, on each cumulative preference shares-C of a series a
              dividend shall be paid which is equal to a percentage of the
              amount which has been paid up on the share, calculated by taking
              the arithmetic average of the effective yield on the government
              loans to be described below under letter (f), as drawn up by the
              Central Bureau of Statistics and published in the Officiele
              Prijscourant of Euronext Amsterdam N.V. for the last five (5)
              stock exchange days prior to the day on which a cumulative
              preference share-C of the series in question was issued for the
              first time, possibly increased by a supplement established by the
              Management Board and approved by the Supervisory Board and the
              meeting of priority shareholders in the amount of a maximum of
              one hundred thirty-five (135) basic points, depending on the
              market circumstances which shall prevail at that time, which
              supplement may be different for each series;
<PAGE>

       (f)    government loans mentioned under the letter (e) of this paragraph
              shall be deemed to mean the government loans to the debit of the
              State of The Netherlands with a (remaining) life of seven to
              eight years. If the effective yield on these government loans has
              not been drawn up by the Central Bureau for Statistics, or has
              not been published in the Officiele Prijscourant of Euronext
              Amsterdam N.V., as the time of the calculation of the dividend
              percentage, then the government loans referred to under the
              letter (e) shall be deemed to be the government loans to the
              debit of the State of The Netherlands with a (remaining) life
              which is as close as possible to a (remaining) life of seven to
              eight years, the effective yield of which has been drawn up and
              published by the Central Bureau for Statistics at the time of the
              calculation of the dividend percentage as stated above, on the
              proviso that the maximum (remaining) life is eight years;

       (g)    on the date on which the cumulative preference shares-C of the
              series in question have been outstanding for eight years, for the
              first time, and thereafter every subsequent eight years, the
              dividend percentage of cumulative preference shares-C of the
              series in question will be adjusted to the effective yield of the
              government loans referred to in the preceding subparagraphs which
              is valid at that time, calculated in the manner as described in
              the foregoing, but on the proviso that the average referred to
              shall be calculated over the last five (5) exchange days prior to
              the day as of which the dividend percentage shall be adjusted,
              possibly increased by a supplement established by the Management
              Board and approved by the Supervisory Board and the meeting of
              priority shareholders in the amount of a maximum of one hundred
              thirty-five (135) basic points, depending on the market
              circumstances which shall prevail at that time, which supplement
              may be different for each series.

              If the dividend percentage is adjusted in the course of a
              financial year, then for the calculation of the dividend over that
              financial year, the percentage which applied before the adjustment
              shall apply up to the day of adjustment, and as from that day, the
              adjusted percentage;

       (h)    if and to the extent that profits are not sufficient to make full
              payment of the dividend on the cumulative preference shares-C
              referred to in this paragraph, the shortfall will be paid and
              charged to the reserves, to the extent that such action is not
              contrary to the provisions of Article 105, paragraph 2 of Book 2
              of the Dutch Civil Code. If and to the extent that the payment
              referred to in this paragraph cannot be charged to the reserves,
              then a payment will be made from the profits to the holders of
              cumulative preference shares-C such that the shortfall is fully
              paid up before the provisions stated in the following letters of
              the paragraph are applied. For the application of the provisions
              stated under this present letter (h), the holders of the various
              series of cumulative preference shares-C shall receive equal
              treatment. No further payment shall be made on the cumulative
              preference shares-C than those determined in this Article, in
              Article 11 paragraph 6 and in Article 42; interim payments made
              in accordance with the provisions of paragraph 4 of this Article
              for a financial year will be deducted from the payments made
              pursuant to this paragraph;
<PAGE>

       (i)    if, in the financial year for which the payment referred to above
              takes place, the amount paid in on the cumulative preference
              shares-C of a certain series has been reduced, the payment will be
              reduced by an amount equal to the aforementioned percentage of the
              amount of the reduction calculated from the time of the reduction;

       (j)    if the profits over a financial year have been established and in
              that financial year one or more cumulative preference shares-C
              have been withdrawn with repayment, then those who were listed in
              the registry referred to in Article 9 as holders of those
              cumulative preference shares-C at the time of such withdrawal
              shall have an inalienable right to payment of profits as
              described hereinafter. The profits which are to be paid (if
              possible) to such a holder of cumulative preference shares-C
              shall be equal to the amount of the payment to which such a holder
              would be entitled to the grounds of the provisions of this
              paragraph if, at the time at which profits were determined, he
              were still a holder of the aforementioned cumulative preference
              shares-C calculated in proportion to the duration of the period
              during which he was a holder of those cumulative preference
              shares-C in said financial year, from which payment shall be
              deducted the amount of the payment which was made pursuant to the
              provisions of article 32;

       (k)    if, in the course of a given financial year, issuance of
              cumulative preference shares-C has taken place, then for that
              financial year the dividend on the shares in questions will be
              decreased in proportion to the time passed until the first day of
              issuance;

       (l)    subsequently the holders of common shares shall receive five
              percent (5%) of the par value of their common shares;

       (m)    the remainder will be received by the holders of common shares in
              proportion to the par value of their common shares to the extent
              the general meeting of shareholders does not make further
              appropriations for reserves in addition to any reserves
              established pursuant to paragraph 1 of this Article.
<PAGE>

3.     On the recommendation of the Management and after approval of such
       recommendation by the Supervisory Board and the meeting of priority
       shareholders, the general meeting of shareholders may decide that
       payments to shareholders shall be wholly or partly effected by issuing
       shares of the same type of capital stock of the Company as the type of
       the shares to which these payments relate.

4.     As far as possible and subject to the approval of the Supervisory Board,
       the meeting of priority shareholders may resolve to distribute one or
       more interim dividends against the expected dividend, provided that an
       interim statement of assets and liabilities demonstrates that the Company
       meets the requirements of Book 2, Article 105 paragraph 2 of the Dutch
       Civil Code. This interim statement of assets and liabilities shall be
       drawn up, signed and made public according to the specifications
       contained in paragraph 4 of the statutory provision mentioned above.

5.     Subject to the approval of the Supervisory Board, the meeting of priority
       shareholders may, to the extent possible and permitted by law, resolve to
       make a distribution to the holders of common shares out of one or more of
       the freely distributable reserves with the exception of the share premium
       reserves.

6.     Subject to the approval of the Supervisory Board, the meeting of priority
       shareholders may, to the extent possible and permitted by applicable
       statute, decide to make, as an advance payment on the distribution,
       distributions out of the freely distributable reserves, with the
       exception of the paid-in capital reserves.

7.     No other distributions than the distributions provided for in this
       Article and in Article 42 are made on the priority shares and
       preference shares.


Article 33

1.     The person entitled to a dividend, interim dividend or other
       distribution on a registered share, shall be the person in whose name
       the share appears in the register of shareholders on a date fixed for
       that purpose by the Management. The person entitled to a dividend,
       interim dividend or other distribution on a bearer share shall be the
       person holding the share on a date fixed for that purpose by the
       Management; in order to be entitled to exercise his rights the person
       entitled to such dividend, interim dividend or other distribution shall
       cause the dividend sheet to be in the custody of a depositary, as
       referred to in Article 7 paragraph 2, on such date; the Company shall
       have fulfilled its obligations toward the person entitled to such
       dividend, interim dividend or other distribution by payment to the
       institution referred to in Article 7 paragraph 2, or to one or more
       third parties to be designated by such institution and the Company,
       for the account of the person in whose name the dividend sheet was held
       by the depositary on such date. For this purpose different dates may be
       fixed for the types of shares referred to in this Article. The dates
       thus fixed shall be announced in whatever manner the Management deems
       effective.
<PAGE>

2.     A dividend, interim dividend or other distribution shall be payable on
       and after a day to be fixed for that purpose by the Management which
       shall not be later than sixty days after the day on which the dividend,
       interim dividend or other distribution was declared. Different days may
       be fixed for bearer shares and for registered shares. Each day thus fixed
       shall be announced in whatever manner the Management deems effective.

3.     The right to claim payment of a dividend, interim dividend or other
       distribution shall be barred after the expiration of a period of five
       years from the day on which it was made payable.


General meeting of shareholders, convocation and Agenda
Article 34

1.     General meetings of shareholders shall be called by the Management, the
       President, the Supervisory Board, three Supervisory Directors or the
       meeting of priority shareholders, who shall have concurrent authority in
       this respect.

2.     A general meeting of shareholders shall be held annually not later than
       during the month of September ("the annual general meeting of
       shareholders"). The business of that meeting shall include:

       a.     the Management's annual report;

       b.     approval of the financial statements;

       c.     to grant discharge to the Managing Directors and Supervisory
              Directors with respect to the practise of their respective duties
              in the last financial year;

       d.     allocation of any distributable profit;

       e.     proposals submitted by the Management or the Supervisory Board;

       f.     other business.

       In case the Management, the President, the Supervisory Board, three
       Supervisory Directors and the meeting of priority shareholders fail to
       convene this meeting, the Presiding Judge of the Court ("Rechtbank") in
       Amsterdam may authorise any shareholder to call such meeting in
       accordance with the applicable statutory provisions.

3.     Other general meetings of shareholders shall be held as often as the
       Management, the President, the Supervisory Board, three Supervisory
       Directors or the meeting of priority shareholders consider them
       necessary. Such meetings may also be held if one or more shareholders
       representing in the aggregate at least one-tenth of the issued shares
       have made demand therefor in writing addressed to the Management,
       specifying the subjects to be dealt with, and shall have deposited the
       share certificates, if any, representing their shares. If the Management
       does not comply with the request in time to permit the meeting to be held
       within six weeks after such request, the person or persons making such
       request may be authorised by the Presiding Judge of the Court
       ("Rechtbank") in Amsterdam, in accordance with the applicable provisions
       of law, to call such meeting themselves.

<PAGE>

Article 35

1.     Notice of general meetings of shareholders, stating the time and place
       thereof, shall be given to the shareholders not less than fourteen days
       in advance, not including the day of the notice and the day of the
       meeting, by publication in at least one daily newspaper distributed
       countrywide in The Netherlands and the Officiele Prijscourant published
       by Euronext Amsterdam N.V., as well as by mailing written notice to the
       addresses of the holders of registered shares, as stated in the register
       of shareholders. The notice shall state the subjects to be dealt with or
       shall advise the shareholders that they may obtain such information at
       the principal office of the Company.

2.     Communications which, under the law or these Articles of Association,
       have to be addressed to the general meeting of shareholders, can be done
       through inclusion in the notice or in the documents deposited for
       inspection at the principal office of the Company, provided the notice
       makes mention thereof.


Venue, access, voting rights and procedures
Article 36

1.     General meetings of shareholders shall be held at Amstelveen, Amsterdam,
       The Hague, Haarlemmermeer, Rotterdam or Utrecht.

2.     All shareholders may attend any general meeting of shareholders, either
       in person or by proxy duly authorised in writing, and may participate in
       the discussions and voting, subject to paragraph 7 of this Article. To
       that effect holders of bearer shares must have deposited their share
       certificates before the meeting at such time and place as shall be
       designated in the notice calling the meeting, and holders of registered
       shares must have notified the Management before the meeting, by means of
       a registered letter of their intention to attend the meeting. The
       ultimate date for deposit of shares and for notification shall not be
       earlier than seven days before the meeting.

3.     The Management may determine that the persons who are entitled to attend
       the general meeting of shareholders are persons who (i) are a shareholder
       or a person who is otherwise entitled to attend the general meeting of
       shareholders as per a certain date, determined by the Management, such
       date hereinafter referred to as: the "record date", and (ii) who are as
       such registered in a register (or one or more parts thereof) designated
       thereto by the Management, hereinafter referred to as: the "register",
       in as far as (iii) at the request of the relevant shareholder or the
       person who is otherwise entitled to attend the general meeting of
       shareholders, the holder of the register has given notice in writing to
       the Company prior to the general meeting of shareholders, that the
       relevant shareholder or person who is otherwise entitled to attend the
       general meeting of shareholders has the intention to attend the general
       meeting of shareholders, regardless who will be entitled to the relevant
       shares at the time of the general meeting of shareholders. The notice
       will contain the name and the number of shares the shareholder or person
       entitled to attend the general meeting of shareholders will represent in
       the general meeting of shareholders. The provision above under (iii)
       about the notice to the Company also applies to the proxy holder of a
       shareholder or person who is otherwise entitled to attend the general
       meeting of shareholders, who has written proxy.
<PAGE>

4.     The record date referred to in paragraph 3 cannot be determined earlier
       than on a certain time on the seventh day and not later than on the third
       day, prior to the date of the general meeting of shareholders. The
       convocation of the general meeting of shareholders will contain those
       times, the place of meeting and the proceedings for registration.

5.     In case the Management exercises its right as determined in paragraph 3,
       those who have a written proxy shall give their proxy to the holder of
       the register prior to the notification described in paragraph 4. The
       holder of the register will send the proxies together with the
       notification to the Company as described in paragraph 3, sub (iii). The
       Management may resolve that the proxies of holders of voting rights will
       be attached to the attendance list.

       In case the Management does not exercise the right to resolve in
       accordance with paragraph 3, the written proxies must be deposited as
       follows. If the proxy relates to share certificates issued to bearer it
       must be deposited in accordance with paragraph 2 simultaneously with the
       deposit of the share certificates or to which the proxy relates.

       If the proxy relates to certificates of registered shares of common stock
       or of shares of preferred stock, it must be deposited at the office of
       the Company prior to the general meeting of shareholders. The letters as
       referred to in Article 35, paragraph 1, shall state the date on which
       such deposit may take place at the latest. Said date cannot be set any
       earlier than at seven days before the day of the general meeting of
       shareholders.

6.     A receipt shall be issued for share certificates which have been
       deposited which shall also serve to admit the holder thereof to the
       meeting.

7.     Each share entitles the holder to cast one vote, unless the voting rights
       have been vested in a usufructuary or pledgee at the granting of the
       usufruct or the pledge, in which case the usufructuary or the pledgee may
       exercise the voting rights as long as his right of usufruct or his pledge
       has not expired.

8.     The Management and the Supervisory Board shall provide the general
       meeting of shareholders with all the information it may request, unless
       substantial interests of the Company would be prejudiced thereby.

9.     Questions shall be invited at every general meeting of shareholders, and
       each shareholder shall be given an opportunity to comment on matters of
       concern to the Company and to draw the attention of the Supervisory Board
       and the Management to matters for their consideration.

10.    The chairman may limit the time allowed to speakers in the meeting or
       take such other measures as an orderly course of the meeting may require.
       At the proposal of the chairman or a shareholder, the meeting may decide
       to order a speaker to resume his seat.

<PAGE>

Chairmanship and minutes
Article 37

1.     General meetings of shareholders shall be chaired by the Chairman of the
       Supervisory Board or, if he is unavailable, by one of the Supervisory
       Directors designated for that purpose by the Supervisory Board, or by a
       third party designated by the Supervisory Board.

2.     If, in the case of a general meeting of shareholders called and held in
       accordance with the provisions of the last sentence of Article 34
       paragraph 2 or paragraph 3, the Presiding Judge of the Court at Amsterdam
       shall not have appointed a chairman, the shareholders present shall do so
       themselves.

3.     Minutes of the proceedings of general meetings of shareholders shall be
       kept and shall be certified and signed by the chairman of the meeting and
       a shareholder appointed for such purpose by the meeting.

4.     If a notarial record is made of the proceedings, the signing thereof by
       the notary shall be sufficient.


Voting
Article 38

1.     With the exception of cases for which a larger majority of votes is
       required by law or these Articles, all resolutions of meetings shall be
       adopted by an absolute majority of the votes cast. Resolutions so adopted
       shall be binding on the Company.

2.     If in the election of persons no absolute majority is obtained on a
       first ballot, a second free ballot shall be taken.

3.     If again no absolute majority is obtained, a third ballot shall be taken
       between the two persons who obtained the largest number of votes on the
       second ballot, and the person then receiving the absolute majority of
       the votes shall be declared elected.

4.     Votes concerning business matters shall be taken orally unless the
       chairman determines that a written ballot is required. Votes concerning
       persons shall be taken by written ballot unless a majority of those
       present or represented who are entitled to vote, regardless of the number
       of shares represented by them, agree that voting shall be oral. Voting by
       written ballot shall be done by unsigned notes. Voting by acclamation
       shall be permitted if none of those who are entitled to vote object
       thereto.

<PAGE>

Holders of trust certificates, usufructuaries, pledgees
Article 39

The following categories are put on a par with shareholders for the application
of Article 31 paragraph 5, Article 34 paragraph 2 and 3, Article 35 paragraph 1,
Article 36 paragraphs 2 and 10, Article 40 and Article 41 paragraph 2, provided
that the categories mentioned under (a) and (b) have no voting rights for the
application of Article 36 paragraph 2 and Article 40 paragraph 3:

       (a)    holders of trust certificates issued with the co-operation of the
              Company for shares;

       (b)    shareholders who do not have voting rights;

       (c)    usufructuaries and pledgees who have voting rights.

Usufructuaries and pledgees who do not have voting rights
are not entitled to exercise the rights referred to in the foregoing sentence.


Meeting of holders of shares of a certain type or serie
Article 40

1.     Meetings of holders of shares of a certain type or series shall be
       called by the Management, the President, the Supervisory Board, three
       Supervisory Directors or the meeting of priority shareholders.
       Convocation of a meeting of holders of common shares shall
       take place in accordance with the provisions of Article 35 paragraph 1.
       Meetings of holders of other types of shares shall be convoked by written
       notices mailed to the addresses of the shareholders in question appearing
       in the register of shareholders. The period of notification prior to the
       meeting is at least five days before the meeting, not including the date
       of mailing and the date of the meeting. The notice shall state the time
       and place of the meeting and the subjects to be considered, or shall
       advise the shareholders that they may obtain such information at the
       principal office of the Company.

2.     The meetings referred to in paragraph 1 may be held as often as the
       Management, the President, the Supervisory Board, three Supervisory
       Directors or the meeting of priority shareholders shall deem necessary
       and shall be held if the holders of said shares representing in the
       aggregate at least one-tenth of the issued shares in question shall make
       demand therefor in writing specifying the subjects to be considered. In
       the latter case the meeting shall be called within five days after
       receipt of the request and shall be held within fourteen days thereafter.
       If the meeting is not held as required, the persons making the demand may
       call and hold the meeting in accordance with the provisions of the
       previous paragraph. For that purpose the register of shareholders shall
       be available for inspection to the holders of the type or series of
       shares in question insofar as it concerns the priority shareholders.
<PAGE>

3.     At such meetings, subject to the provisions of Article 14 paragraph 3 and
       Article 15 paragraph 4, one vote may be cast for each share. Shareholders
       may be represented by proxy duly authorised in writing. The provisions of
       Article 36, Article 37, paragraphs 1 and 4, and Article 38 shall also be
       applicable to such meetings, if not stipulated otherwise.

4.     The holders of shares of a certain type of series may also adopt
       resolutions without holding a meeting, provided the proposal concerned is
       submitted to all holders of shares of a certain type of series in
       writing, by any of the usual communication methods, and the majority of
       them accept the proposal and none of them objects to this manner of
       deciding within a time limit fixed by the Chairman of the Board of
       Directors.


Amendment and dissolution
Article 41

1.     Resolutions amending these Articles of Association, or providing for the
       dissolution of the Company, may be adopted only by a general meeting of
       shareholders, after the prior approval has been obtained from (i) the
       Supervisory Board, adopted with a majority of two thirds of the votes
       cast, and (ii) the meeting of priority shareholders. Moreover, a
       resolution to dissolve the Company may be adopted only if at least
       three-quarters of the issued shares are represented at such general
       meeting of shareholders and at least two-thirds of the votes cast are
       cast in favour of the resolution. If the required share capital is not
       represented at the meeting, a new meeting shall be called, to be held
       within a month after the previous meeting, at which, irrespective of the
       number of shares represented, the resolution may be adopted by an
       absolute majority of the votes cast subject to applicable provisions of
       law.

2.     The notice calling any general meeting of shareholders at which a
       proposal to amend these Articles of Association or to dissolve the
       Company will be considered, shall state such fact, and a copy of such
       resolution containing the exact text of the proposed amendment in the
       case of a proposal to amend the Articles of Association, shall be open to
       inspection by and available free of charge to shareholders at the
       principal office of the Company from the date of the notice until the
       close of the meeting.

3.     Resolutions amending the Articles of Association which would result in a
       change in the rights of the priority shareholders, as specified in these
       Articles, must also be approved by a meeting of the holders of such
       shares at which at least three-quarters of the issued priority share
       capital are represented and at which such approval is given by at least
       two-thirds of the votes cast. If the required number of shares is not
       represented at such meeting the procedure set forth in the first
       paragraph of this Article shall be followed.

4.     The holders of shares of a certain type of series may also adopt
       resolutions without holding a meeting, provided the proposal concerned is
       submitted to all holders of shares of a certain type of series in
       writing, by any of the usual communication methods, and the majority of
       them accept the proposal and none of them objects to this manner of
       deciding within a time limit fixed by the Chairman of the Board of
       Directors.

<PAGE>

Winding up
Article 42

1.     In the event of dissolution, the business shall be wound up by the
       Management, under the supervision of the Supervisory Board.

2.     In the event the  Company is wound up, the debts and the costs of
       winding up will first be paid from the assets. The balance then
       remaining shall be distributed in the order stated below, and with
       regard to each category so far as the available balance shall permit:

       (a)    to the holders of priority shares, the paid up amount will be
              distributed for every priority share held by them;

       (b)    next the holders of the other shares shall be paid the par value
              of such shares or - in case of not fully paid shares - the amount
              obligatory paid thereon;

       (c)    next the holders of priority shares shall be paid any dividends
              accrued and unpaid on their priority shares;

       (d)    next the holders of cumulative preference shares-A shall be paid
              any dividends accrued and unpaid on their cumulative
              preference shares-A;

       (e)    finally, the balance remaining will be divided among the holders
              of common shares in proportion to the par value of their common
              shares.

3.     The meeting of priority shareholders shall fix the remuneration to be
       paid to the liquidators.

4.     After the conclusion of the winding up, the liquidators shall render an
       account thereof in conformity with the applicable statutory provisions.

5.     The provisions of these Articles shall remain in force insofar as
       possible during the winding up.


Transitional provisions
Article 43

Effective of the amendment to the articles of association (third amendment to
the articles of association) on the eight day of October nineteen hundred and
ninety-nine:

a.     the ordinary shares with a par value of one Euro and fifty Euro cent
       (EUR 1.50) have been converted into such amount of ordinary shares with
       a par value of two Euro (EUR 2), as to be found by dividing the amount
       of ordinary shares held by the shareholder concerned by one one-thirds
       (1 1/3), each possible fraction resulting from this division of in the
       amount of fifty Euro cent (EUR 0.50) will be converted into one subshare
       ("onderaandeel"), hereinafter in article 44 referred to as "Scrip", with
       a par value of fifty Euro cent (EUR 0.50);
<PAGE>

b.     all one thousand seven hundred and fifty (1,750) priority shares with a
       par value of one Euro and fifty Euro cent (EUR 1.50) have been converted
       into such amount of priority shares with a par value of two Euro (EUR 2),
       as to be found by dividing the amount of priority shares held by the
       shareholder concerned by one one-thirds (1 1/3), each possible fraction
       resulting from this division of in the amount of fifty Euro cent (EUR
       0.50) will be converted into one subshare ("onderaandeel"), hereinafter
       in article 45 referred to as "P-Scrip", with a par value of fifty Euro
       cent (EUR 0.50);

c.     all eleven million seven hundred and fifty thousand (11,750,000)
       cumulative preference shares-A with a par value of one Euro and fifty
       Euro cent (EUR 1.50) have been converted into eight million eight hundred
       twelve thousand and five hundred (8,812,500) cumulative preference
       shares-A with a par value of two Euro (EUR 2); and

d.     all nine million four hundred thousand (9,400,000) cumulative preference
       shares-C with a par value of one Euro and fifty Euro cent (EUR 1.50) have
       been converted into seven million fifty thousand (7,050,000) cumulative
       preference shares-C with a par value of two Euro (EUR 2).

The provisions of this article will cease to be operative after the conversions
have taken place.


Article 44

1.     As long as one or more Scrips exist due to the conversion of ordinary
       shares as mentioned in article 43, the following provisions will apply.

2.     Each Scrip has a par value of fifty Euro cent (EUR 0.50) and can only
       exist in bearer form. Only share certificates, with a dividend sheet that
       has not been composed of separate dividend sheets will be issued (CF
       certificates).

3.     Notwithstanding the provisions of paragraph 4 of this transitional
       provision, the provisions of Title 4 of Book 2 of the Dutch Civil Code
       regarding shares and shareholders will apply correspondingly to Scrips
       and the holders thereof, to the extend not otherwise provided.

4.     The provisions of these articles regarding ordinary shares to bearer (CF
       certificates) respectively regarding the holders of such shares apply
       correspondingly to Scrips and the holders thereof, to the extend not
       otherwise provided in those provisions and in the paragraphs 5, 6 and 7
       of this article.

5.     A holder of a Scrip may not opt for a Scrip in registered form.
<PAGE>

6.     A holder of a Scrip can in concert with holders of in total three (3)
       other Scrips exercise the rights attached to a share to attend
       shareholders' meetings and to vote. These rights will be exercised
       either by one of them, to be authorised in writing by the others, or by
       an attorney, authorised in writing by them jointly.

7.     Each holder of a Scrip is entitled to one-fourths (1/4) of the (interim)
       dividend payments and any other payment whereto a holder of an ordinary
       share is entitled.

8.     If a holder of a Scrip acquires three (3) other Scrips, the four (4)
       Scrips held by him will by operation of law be converted into one share
       to bearer in the form of a CF-certificate, with a par value of two Euro
       (EUR 2), which will be made available to that shareholder by the company
       upon surrender of those four (4) Scrips, such with due observance of
       paragraph 2 of article 7. Regarding this conversion and exchange no
       expenses will be due by the shareholder.


Article 45

1.     As long as one or more P-Scrips exist due to the conversion of priority
       shares as mentioned in article 43, the following
       provisions will apply.

2.     Each P-Scrip has a par value of fifty Euro cent (EUR 0.50) and can only
       exist as registered  shares. No share  certificates will
       be issued.

3.     The provisions of Title 4 of Book 2 of the Dutch Civil Code regarding
       shares and shareholders will apply correspondingly to P-Scrips and the
       holders thereof, to the extend not otherwise provided.

4.     The provisions of these articles regarding priority shares respectively
       regarding the holders of such shares apply correspondingly to P-Scrips
       and the holders thereof, to the extend not otherwise provided in those
       provisions and in the paragraphs 5 and 6 of this article.

5.     A holder of a P-Scrip can in concert with holders of in total three (3)
       other P-Scrips exercise the rights attached to a share to attend
       shareholders' meetings and to vote. These rights will be exercised
       either by one of them, to be authorised in writing by the others, or by
       an attorney, authorised in writing by them jointly.

6.     Each holder of a P-Scrip is entitled to one-fourths (1/4) of the
       (interim) dividend payments and any other payment whereto a holder of a
       priority share is entitled.

7.     If a holder of a P-Scrip acquires three (3) other P-Scrips, the four (4)
       P-Scrips held by him will by operation of law be converted into one
       priority share, with a par value of two Euro (EUR 2). The company shall
       register such conversion forthwith in its register of shareholders after
       it has been notified thereof.


Article 46

The existing share certificates for one or more ordinary shares with a par value
of one Euro and fifty Euro cent (EUR 1.50) each, or those which are deemed to
have a par value of one Euro and fifty Euro cent (EUR 1.50), should be exchanged
into share certificates with a par value of two Euro (EUR 2) each,
notwithstanding the provisions of articles 43 and 44. Regarding this conversion
and exchange no expenses will be due by the shareholder.

The provisions of this article will cease to be operative by operation of law
after all the old share certificates have been converted and exchanged.


Article 47

Until a fifth Managing Director shall be appointed, the Management, - in
deviation of article 16 - consists of four Managing Directors.