<PAGE>

================================================================================

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                   FORM 20-F

             ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                  For the fiscal year ended November 30, 2000

                        Commission file number 0-13742


                                    OCE N.V.

            (Exact name of registrant as specified in its charter)

                                The Netherlands
                (Jurisdiction of Incorporation or Organization)

                 Urbanusweg 43, 5914 CA VENLO, The Netherlands
                   (Address of Principal Executive Offices)

       Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:

                               Ordinary Shares,
                   nominal or par value 0.50 Euro per share

          Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months and (2) has been subject to such
filing requirements for at least the past 90 days. Yes [X]  No ___.

          Indicate by check mark which financial statement item the registrant
has elected to follow: Item 17 [X] Item 18

          Copies of notices and communications from the Securities and Exchange
Commission should be sent to:

               Daniel I. Booker                   J.M.M. van der Velden
               Reed Smith LLP                     Secretary of the Company
               P.O. Box 2009                      Oce N.V.
               Pittsburgh, PA 15230               P.O. Box 101
                                                  5900 MA  VENLO
                                                  The Netherlands

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<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
Item           Description                                                                 Page
----           -----------                                                                 ----
<S>            <C>                                                                         <C>
               Part I
1              Identity of Directors, Senior Management and Advisers                          3
2              Offer Statistics and Expected Timetable                                        3
3              Key Information                                                                4
4              Information on the Company                                                     9
5              Operating and Financial Review and Prospects                                  21
6              Directors, Senior Management and Employees                                    26
7              Major Shareholders and Related Party Transactions                             36
8              Financial Information                                                         37
9              The Offer and Listing                                                         38
10             Additional Information                                                        39
11             Quantitative and Qualitative Disclosures about Market Risk                    43
12             Description of Securities Other than Equity Securities                        44

               Part II
13             Defaults, Dividend Arrearages and Delinquencies                               45
14             Material Modifications to the Rights of Security Holders and Use of Proceeds  45
15             Reserved                                                                      45
16             Reserved                                                                      45

               Part III
17             Financial Statements                                                          46
18             Financial Statements                                                          46
19             Exhibits                                                                      46


               Table of Contents to Consolidated Financial Statements                       F-1

               Signatures
               Exhibit Index
</TABLE>
<PAGE>

PART I

Item 1        IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

              Not applicable.


Item 2        OFFER STATISTICS AND EXPECTED TIMETABLE

              Not applicable.
<PAGE>

Item 3        KEY INFORMATION

Selected financial data

On January 1, 1999 the Euro became the single currency of eleven of the fifteen
member states of the European Union, replacing the Dutch guilder as the currency
in The Netherlands for wire transfers. The financial information included in
this report is presented in Euros. On January 4, 1999 the Amsterdam Exchange
N.V. began listing and trading stocks, including the Company's stock, in Euros.
Although the Company was not required to redenominate its shares from Dutch
guilders to the Euro until December 31, 2001, on April 8, 1999, the shareholders
approved an amendment to the Company's Articles of Association to redenominate
the par values of Company's capital stock. From 1999 through 2001, local
currencies can be used for all business transactions as well as the Euro. The
majority of transactions are still executed in local currencies.

Amounts set forth in this report are expressed either in Euros ("Euro") or in
United States dollars ("dollars" or "$"). Amounts for periods or portions of
periods prior to January 1, 1999 have been restated from the Dutch guilder into
Euros, based on the official fixed rate of 2.20371 guilders to 1 Euro. Unless
otherwise indicated, the dollar figures included in this report for 2000 were
converted into dollars from Euros at an exchange rate of $ 0.8694 to 1 Euro,
which was the Noon Buying Rate on November 30, 2000 (the last business day of
the Company's 2000 fiscal year). The "Noon Buying Rate" for a given date is the
noon buying rate for cable transfers in foreign currencies as certified for
customs purposes by the Federal Reserve Bank of New York on the applicable date.

The following table sets forth for the fiscal portions indicated the high, low,
average and period-ending exchange rates for one Euro expressed in dollars based
on the Noon Buying Rate on the dates and for the periods indicated.

<TABLE>
<CAPTION>
Years ended                           High                  Low            Average*           Period-End
November 30,
--------------------------------------------------------------------------------------------------------
<S>                                   <C>                  <C>             <C>                <C>
1996                                  1.27                 1.38                1.31                 1.27
1997                                  1.04                 1.27                1.14                 1.11
1998                                  1.05                 1.22                1.11                 1.15
1999                                  1.01                 1.19                1.08                 1.01
2000                                  0.83                 1.03                0.93                 0.87

Months ended:
2000     June                         0.93                 0.96                0.95                 0.95
         July                         0.92                 0.95                0.94                 0.93
         August                       0.90                 0.92                0.90                 0.89
         September                    0.85                 0.90                0.87                 0.88
         October                      0.83                 0.88                0.85                 0.85
         November                     0.84                 0.87                0.86                 0.87
2001     December                     0.88                 0.93                0.90                 0.94
         January                      0.92                 0.95                0.94                 0.93
         February                     0.91                 0.93                0.92                 0.92
         March                        0.88                 0.93                0.91                 0.88
</TABLE>

*  The average of the exchange rates on the last day of each calendar month.
<PAGE>

The following table sets forth certain selected consolidated financial
information of Oce N.V. and has been derived from Oce's audited financial
statements. This financial information should be read in conjunction with, and
is qualified by reference to, "Operating and financial review and prospects" and
the Consolidated Financial Statements and the Notes thereto included elsewhere
in this Form 20-F.

<TABLE>
<CAPTION>
                                                             (in millions, except per share amounts)
                                                                Years ended November 30,
                                             --------------------------------------------------------------------
CONSOLIDATED STATEMENT                       1996         1997        1998        1999        2000      2000
OF OPERATING DATA:                                                    (c)         (c)         (c)       (c)
                                             --------------------------------------------------------------------
<S>                                          <C>           <C>        <C>         <C>         <C>       <C>
Amounts in accordance with                     Euro        Euro        Euro        Euro        Euro         $
Dutch GAAP (a)
Revenues                                      1,894       2,468       2,753       2,838       3,224     2,803
Operating income                                145         200         245        248*         282       245
Income before income taxes,
     equity in income of unconsolidated
       companies and minority interest           98         147         184         189         222       193
Extraordinary item (net of tax)                   -           -           -         -55           -         -
Net income                                       77         107         129          77         152       132
Basic earnings per Ordinary
       Share (b)                               1.03        1.30        1.53       1.54*        1.76      1.53
Dividends per Ordinary
       Share (b) (e)                           0.34        0.42        0.50        0.50        0.58      0.50
Amounts in accordance with
U.S. GAAP (a)
Net income, restated     (d)                     72          95         110          74         109        95
Earnings per Ordinary Share
       Basic, restated     (b)                 0.96        1.14        1.24        0.86        1.25      1.08
       Diluted, restated                       0.89        1.11        1.27        0.85        1.23      1.07

CONSOLIDATED BALANCE SHEET
DATA:

Amounts in accordance with
Dutch GAAP (a)
Total assets                                  2,096       2,480       2,620       2,916       3,155     2,743
Long term debt                                  546         749         859         884         854       742
Shareholders' equity                            606         699         726         818         989       860
Amounts in accordance with
U.S. GAAP (a)
Total assets                                  2,435       2,832       2,962       3,146       3,370     2,930
Long term debt                                  546         749         859         884         854       742
Shareholders' equity, restated                  882       1,008       1,028       1,163       1,325     1,151
</TABLE>
<PAGE>

(a)  The Selected Financial Data of the Company included in this report were
     prepared in accordance with Dutch GAAP, which differs in certain respects
     from U.S. GAAP. Reconciliations to U.S. GAAP are set forth in Note 23 of
     Notes to Consolidated Financial Statements. As explained in Note 23 to the
     Consolidated Financial Statements as of and for the year ended November 30,
     2000, the previously reported US GAAP reconciliations for the years ended
     November 30, 1999 and 1998 have been restated to reflect the calculation of
     pension obligations under US GAAP. Basic and diluted earnings per Ordinary
     Share have also been restated reflecting the change in net income.
(b)  Based on the weighted average number of Ordinary Shares outstanding during
     each period (one ADS represents one Ordinary Share).
(c)  The comparability of the Selected Financial Data is affected by the
     acquisitions of Siemens-Nixdorf Printing Systems A.G., effective April 1,
     1996, Abso Blue Prints Limited (now called Oce-Canada Inc.) at the
     beginning of December 1996, Messerli A.G. (presently Oce Schweiz A.G.)
     effective January 1, 1997, Archer Management Services Inc. in December
     1997, Oce Japan Corporation in May 1999 and CGK Computer Gesellschaft
     Konstanz G.m.b.H. (now called Oce Document Technologies G.m.b.H.) effective
     April 1, 2000.
     See Item 5 "Operating and financial review and prospects".
(d)  See Note 23 of Notes to Consolidated Financial Statements.
(e)  Based on amount of cash dividend.

* The amount stated is before extraordinary items. After the extraordinary item,
  the basic earnings per Ordinary Share amounts for 1999 to Euro 0.88 and $
  0.77.

Dividends

The table below sets forth the interim, final and total dividends paid in Euros
on the Ordinary Shares in respect of the fiscal years indicated and translated
into dollars per ADS based on the Noon Buying Rate on each of the respective
dates on which the Company paid its interim and final cash dividends. The actual
exchange rate applied by the Depositary for payment of the dividend may vary
from such Noon Buying Rate.

<TABLE>
<CAPTION>
Years ended
November 30,              Euro per Ordinary Share                               Translated into $ per ADS
------------              -----------------------                               -------------------------

                          Interim         Final        Total                Interim         Final         Total
                          -------         -----        -----                -------         -----         -----
<S>                       <C>             <C>          <C>                  <C>             <C>           <C>
1996                         0.10          0.24         0.34                   0.14          0.26          0.40
1997                         0.15          0.27         0.42                   0.17          0.30          0.47
1998                         0.15          0.35         0.50                   0.17          0.41          0.58
1999                         0.15          0.35         0.50                   0.15          0.35          0.50
2000                         0.15          0.43         0.58                   0.13          0.37          0.50
</TABLE>
<PAGE>

Risk factors

Forward Looking Statements under the Private Securities Litigation Reform Act of
1995.

This document contains certain forward-looking statements with respect to
the financial condition, results of the Company's operations and business and
certain of its plans and objectives. By their nature, forward-looking statements
involve risk and uncertainty because they relate to events and depend on
circumstances that will occur in the future. All forward looking statements made
by the Company in this Form 20-F or in its Annual Report 2000 are made pursuant
to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of
1995.

Oce operates in a dynamic and rapidly changing environment that involves
numerous risks and uncertainties, many of which are beyond Oce's control. If any
of the following risks actually occur, the Company's business, financial
condition or results of operations could be materially adversely affected, and
the trading price of the Company's Ordinary Shares or ADSs could decline.

Economic and Business Conditions

Oce's profitability may be significantly adversely affected by a prolonged
economic slow down and decreased spending in North America or Western Europe
because a substantial portion of Oce's revenues originate from sales in these
markets.

Competition

Oce's operates in an environment of significant competition, driven by rapid
technological advances and the demands of customers to become more efficient.
There are a number of companies worldwide with significant financial resources
which compete with Oce to provide document processing products and services in
each of the markets served by Oce, some of which operate on a global basis.
Oce's success in its future performance is largely dependent upon its ability to
compete successfully in its currently-served markets and to expand into
additional market segments.

Developments in Technology

Because of the fast moving developments in technology and in the markets in
which Oce operates, the Company has always placed great emphasis on managing the
residual value risks of the Oce machines. To the extent that residual value
risks exist, they are mainly restricted to the lease/rental portfolio in the
office market. Although Oce has lowered this risk by applying a clear and
standard depreciation for all of the machines in the office market, there is a
continuing risk that as technology changes, Oce may hold a larger than expected
number of machines that can not be placed with customers.

Pricing

Oce's ability to succeed is dependent upon its ability to obtain adequate
pricing for its products and services. Depending on competitive market factors,
the prices that Oce may be able to obtain in the future for its products and
services may vary from historical levels. In addition, pricing actions to offset
currency devaluations may not prove sufficient to offset further devaluations or
may not hold in the face of customer resistance and/or competition.

Financing Business

Oce holds a significant amount of receivables from the financing of its
customers' purchases of Oce's equipment. These financial lease contracts are
mainly financed by interest bearing capital whose interest rates are generally
in line with the duration of the customer contracts. Oce's ability to provide
such financing at competitive rates and realize profitable spreads is highly
dependent upon its own costs of borrowing which, in turn, depend on its credit
ratings.
<PAGE>

Productivity

Oce's ability to sustain efficient and cost effective operations and improve its
profit margins is largely dependent on its ability to maintain an efficient,
cost-effective operation. Productivity improvements through process
reengineering, design efficiency and supplier cost improvements are required to
offset labor cost inflation and potential changes in costs and competitive price
pressures.

International Operations

Oce derives its revenue from a number of different geographic areas. Oce's
future revenue and financial results could be affected by a number of factors,
including changes in foreign currency exchange rates, risks associated with the
movement of funds, labor disputes, changes in economic conditions from country
to country, changes in a country's political conditions, trade protection
measures, licensing requirements and local tax issues.

New Products/Research and Development

The process of developing new high technology products and solutions is
inherently complex and uncertain. It requires accurate anticipation of
customers, changing needs and emerging technological trends. Oce must make
long-term investments and commit significant resources before knowing whether
these investments will eventually result in products that achieve customer
acceptance and generate the revenues required to provide anticipated returns
from these investments.

Revenue Growth

Oce's ability to attain a consistent trend of revenue growth over the
intermediate to longer term is largely dependent upon the development and
introduction of new products and the provision of new services that satisfy
increasingly sophisticated customer requirements, that keep pace with
technological developments and that are accepted in the market. There can be no
assurance that the Company will be successful in anticipating and developing
product enhancements or new solutions and services to adequately address
changing technologies and customer requirements. Any such enhancements,
solutions or services may not be successful in the marketplace or may not
generate increased revenue. The Company may fail to anticipate and develop
technological improvements, to adapt its products to technological change
emerging industry standards and changing customer requirements or to produce
high quality products, enhancements and releases in a timely and cost-effective
manner in order to compete with applications offered by its competitors.

In addition to the other risks listed above, other risk factors which could
cause actual results and developments to differ materially from those expressed
or implied include, but are not limited to, the availability and cost of raw
materials; the ability to attract and retain energized employees at reasonable
costs; changes to tax rates; and the ability to enter into, and resulting
success of, future business combinations, acquisitions and dispositions.
<PAGE>

Item 4    INFORMATION ON THE COMPANY

Oce N.V. was organized as a stock corporation under the laws of the Netherlands
("The Netherlands") in 1953, incorporating a business originally founded in
1877. The Company's executive offices are located at St. Urbanusweg 43, 5914 CA
Venlo, The Netherlands, and the Company's telephone and fax numbers are
31-77-3592222 and 31-77-3544700, respectively. Information about Oce, including
the Annual Report 2000, is also available through the internet at
http://www.oce.com. Except where otherwise indicated, as used herein, the terms
------------------
"the Company" and "Oce" refer to Oce N.V. and its consolidated subsidiaries, and
references to a particular year (e.g. 2000) are to the fiscal year ending
November 30 (e.g. November 30, 2000).

Oce N.V. designs, manufactures, markets and services copying equipment, printers
and plotter systems and related supplies for the engineering systems, office
systems and printing systems markets. Oce has a strong position in the copying
and printing business, marketing its products on a world-wide basis to customers
in approximately 80 countries.

Oce markets more than 90% of its copiers, printers, and related supplies through
its own sales force. With respect to the remaining products, Oce markets plotter
systems primarily through value added resellers and dealers, and Oce markets
some of its high volume and very high volume copiers and printers through
distributors, primarily in the United States. The Company employs approximately
4,800 employees in marketing and sales.

The Company has offices in more than 30 countries and employs more than 22,000
people. The Company makes most of its products internally. The Company assembles
its copying machines and printers near the Company's headquarters in Venlo, The
Netherlands, in Guerande, France and in Poing, Germany, and plotter systems in
Guerande, France. Oce produces its copying supplies in Venlo and in the United
States of America in Guilford, Connecticut, Fiskeville, Rhode Island and
Charleston, Illinois.

Annual Report 2000

Excerpts of Oce's Annual Report 2000 have been translated into English and are
attached as Exhibit 10 and incorporated into this report by reference, which
describe the Company and its business in further detail. In the event that any
information contained in Exhibit 10 conflicts with this report, the information
contained in this report shall prevail.

Primary Currencies

As an international company, several foreign currencies are important to the
business of the Company. The following is a list with respect to such currencies
of (1) the average exchange rates (expressed in Euros for each currency) during
the applicable year and (2) the exchange rates (expressed in Euros for each
currency) as of November 30 of 2000, 1999, 1998, 1997 and 1996:

<TABLE>
<CAPTION>
   Applicable Currency           Average Rate During the Fiscal Year                  Rate as of November 30,
   -------------------           -----------------------------------                  -----------------------

                            2000       1999      1998      1997       1996      2000     1999     1998      1997      1996
                          ------     ------    ------    ------    -------  --------   ------   ------    ------    ------
<S>                       <C>        <C>       <C>       <C>       <C>      <C>        <C>      <C>       <C>       <C>
Pound sterling              0.61       0.66      0.67      0.69       0.84      0.61     0.63     0.70      0.66      0.76
United States dollar        0.93       1.08      1.11      1.14       1.31      0.86     1.00     1.15      1.11      1.28
Australian dollar           1.58       1.67      1.75      1.51       1.68      1.65     1.59     1.82      1.62      1.59
Japanese Yen (10,000)      99.18     123.53    145.33    137.14     141.64     95.92   102.40   141.26    141.40    145.70
</TABLE>

See Item 11, "Quantitative and Quantitative Disclosure about Market Risk", for a
further discussion of the impact of foreign currency fluctuations and hedging on
foreign exchange rates.
<PAGE>

Geographic Markets

Although the Company's business activities are world-wide, its primary business
is based in the European Union (the "EU"), the other European countries, the
United States of America, Asia and Australia. The following table sets forth the
geographic distribution of the Company's revenues.

<TABLE>
<CAPTION>
                                                          Years ended November 30,
                                                          ------------------------
                                     1996        1997          1998           1999          2000        2000
                                     ----        ----          ----           ----          ----        ----
                                                                (In millions)
<S>                                 <C>         <C>           <C>            <C>           <C>         <C>
                                     Euro        Euro          Euro           Euro          Euro          $
European Union                      1,164       1,377         1,405          1,440         1,506       1,310
Other Europe                           55         175           192            189           193         167
United States of America              581         781         1,035          1,062         1,287       1,119
Other World                            94         135           121            147           238         207
                                    -----       -----         -----          -----         -----       -----
                                    1,894       2,468         2,753          2,838         3,224       2,803
                                    =====       =====         =====          =====         =====       =====
</TABLE>

The relative contribution to net income by the geographical areas designated
"Other Europe" and "Other World" are lower than that of the "EU" and "United
States of America".

Market Overview

Oce offers a broad range of products and services for the reproduction,
presentation and distribution of documents to assist people and organizations to
manage their document flows. Over the past few years, Oce's business has rapidly
changed from products based on analog technology (producing a copy with the aid
of a photo lens in a stand alone machine) to products based on digital
technology (producing a copy or print by means of a laser or LED exposure in a
machine which can be connected to a network) and from stand alone machines to
networking systems.

In 2000, revenues from sales of digital machines and related software and
services were 63% of the total machines and services revenues, an increase from
60% in 1999 and 57% in 1998 and the portion of total revenues attributable to
digital sales was 54% in 2000, an increase from 51% in 1999 and 48% in 1998.

Strategic Business Units

The Company reorganized its internal structure in 1999 to better reflect its
rapidly changing business. The new structure divides its business into three
primary strategic business units. Each strategic business unit is further
divided into two business groups that give marketing support to the strategic
business unit to provide additional sales leads.

          .   Wide Format Printing Systems
              . Technical Documentation Systems
              . Display Graphics

          .   Document Printing Systems
              . Document Printing
              . Network Solutions Printing

          .   Production Printing Services
              . Electronic Production Printing
              . Printing and Publishing

In addition, the Company has two business segments that support each of the
strategic business units, imaging supplies and facility services.
<PAGE>

The following table shows the distribution of revenues for the past five fiscal
years by strategic business unit:

<TABLE>
<CAPTION>
                                                          Years ended November 30,

                                         1996        1997          1998           1999         2000        2000
                                         ----        ----          ----           ----         ----        ----
                                                                (In millions)
<S>                                      <C>        <C>           <C>            <C>          <C>         <C>
                                         Euro        Euro          Euro           Euro         Euro          $
Wide Format Printing Systems              620         730           772            782          901         783
Document Printing Systems                 942       1,154         1,367          1,399        1,551       1,349
Production Printing Systems               332         584           614            657          772         671
                                        -----       -----         -----          -----        -----       -----
Total revenues                          1,894       2,468         2,753          2,838        3,224       2,803
                                        =====       =====         =====          =====        =====       =====
</TABLE>

Both imaging supplies and facilities management generate revenue that is
included in each of the Company's three strategic business units.

    Wide Format Printing Systems

The wide format printing systems unit serves technical offices, which process
information in the design, development, construction and manufacturing of
products, buildings, manufacturing plants and industrial goods. Oce's customers
in this market include architects, industrial and manufacturing firms, engineers
and engineering consultants, construction companies, utilities, job printers and
similar entities. The Company has been manufacturing and distributing copying
products for these markets for over sixty years, and Oce believes that it is
currently one of the global leaders in technical documentation systems.

Oce believes that the wide format printing systems market is growing at a rate
of 2% to 4% a year. The Company's revenue for this unit in 2000 was Euro 901
million, an increase of 15% from Euro 782 million in 1999 and Euro 772 million
in 1998.

Although this market was based initially on diazo technology and later on analog
technology, the technology is rapidly changing to digital technology. The
Company produces a full range of printing and copying machines for wide format
printing systems using a variety of technology. The Company's wide format
printers and copiers utilize diazo, analog and digital technology, print color
as well as black and white, contain scanners and have a wide range of
applications. Oce first introduced digital black and white printers and copiers
in 1993 with the introduction of the Oce 9500. Since then, the Company has
introduced the Oce 9800 for high volume applications, the Oce 9700 for high to
mid volume applications, the Oce 9600 for mid volume applications and the Oce
9400 for low to mid volume applications. In addition, the Company introduced the
Oce 9300 entry level LED printer in 1999. At the beginning of 2001, Oce launched
the Oce TDS 800, a system designed for wide format printing by job printers and
in-house production departments and the Oce TDS 400, a system designed for the
decentralized workplace.

The digital technology employed in these machines was developed principally by
Oce, and the Company believes that this range of digital machines gives it a
complete and highly competitive range of digital black and white copiers,
printers and scanners serving all volume segments. Each of these machines is
fast and efficient with low running costs, and each of these machines has a
versatile range of applications. Fitted with finishing equipment and software
applications, each machine serves as a multi-functional production unit which
scans, prints and copies and in many cases also plays a central role in document
archiving. Because these machines are multifunctional, a customer can make the
transition from hard copy drawing practice to today's digital needs with minimum
effort and expense. In 2000 90% of the Company's placement value of copiers and
printers in these markets was based on digital technology.
<PAGE>

In the wide format market more than 74% of Oce's revenues in 2000 (excluding
imaging supplies) originated from sales of digital machines, an increase from
71% in 1999 and 70% in 1998. If imaging supplies are included in these
calculations, approximately 49% of the revenues from 2000, 46% in 1999 and 1998
originated from sales of digital machines.

The Company also offers several wide format color printers that are designed for
computer-aided design ("CAD"), geographic information systems and display
graphics applications. In this area, the Oce CS 5070/90 can be used to make
occasional wide format color prints and the Oce 5120 can be used for full color
productivity. In addition, in 1999 the Company introduced the Oce Color Copier
Solutions software for wide format printing, copying and scanning in color. The
Company intends to continue to develop color products for this market.

Although a range of quality hardware has traditionally been important to the
Company's success, Oce believes that its success in the future will depend in
part on its ability to provide a total solution for its customer's complex
problems. To provide a total solution Oce believes that the role of software and
information technology are equally as important as the role of hardware. The
Company's software packages include Oce Repro Desk, Oce Repro Station, Oce View
Station, Oce EngineeringExec and new releases and updates thereof. The Company
offers application packages tailored to customers that use extensive production
and business information systems together with job printers, and it provides
consulting services through which it customizes its printing solutions and
systems to meet the Company's customers' needs.

To further develop the Company's wide format products, and in particular, its
software products and capabilities, in May 1999, Oce acquired 85% ownership
interest in Nippon Steel Calcomp Corporation, a Japanese corporation, which now
operates under the name "Oce Japan Corporation". Oce Japan Corporation engages a
well-trained sales staff and has significant experience in converting software
for use in Japan. Oce's entire digital (black and white) product line is being
equipped with Japanese operating software for this market.

The Company designs and develops most of its hardware and software products
internally, and it is continuing to devote substantial resources to the
development of new technology and products. In particular, the Company is
concentrating on developing products relating to display graphics applications
for large format color prints, such as banners, posters and billboards. To
achieve this goal, Oce has designated a group within the wide format printing
systems unit to develop display graphics applications and has devoted
considerable resources to this development. Although developments in this area
are progressing gradually, the Company introduced two new printers, the Oce CS
5070 and the Oce CS 5090, and a scanner, the Oce CS 4050. In addition, the
Company is in the process of developing its own inkjet technology, and it hopes
to introduce CAD systems in the next few years. Although the display graphics
market is highly competitive, the Company believes that by offering complete
solutions, it will be able to develop a prominent position in this market.
<PAGE>

    Document Printing Systems

The document printing systems unit serves general office environments, central
reproduction departments, electronic data processing environments and print for
pay customers. This market has been further divided into two areas: document
printing and network printing solutions.

The Company believes that this market is growing at an overall rate of 3%, in
volume, a year. Oce's total revenues in the document printing systems market,
including service, supplies and facility services, were Euro 1,551 million in
2000, which was a 11% increase from Euro 1,399 million in 1999 and Euro 1,367
million in 1998. The Company believes that in 2000 its market share in this
market increased generally. This growth is attributable in part to the high
productivity and great versatility of the Company's digital printers and
copiers.

The Company markets and sells a full range of copiers, printers and scanners to
service the demanding requirements of offices and central reproduction
departments ("CRDs"). The Company's hardware products for these markets range
from low volume to very high volume products depending on its customers' needs,
and the Company has developed a number of software products to manage the flow
and output from its copiers and printers. To meet the high volume and demanding
needs of CRDs, Oce has developed a range of copiers, the Oce 3165, the Oce 3100
and the Oce 2600, which produce quality copies in rapid turnaround times. The
Company has also developed the Oce BB 2008 to provide professional finishing for
documents. To meet the needs of the general office environment, the Company has
developed a range of fast, efficient, easy to use, high quality copiers,
including:

          .    Oce 3023, Oce 3018, Oce 3045 and Oce 3055 for general office
               copying needs;
          .    Oce 3122, Oce 3133 and Oce 3140 to print, copy, scan or fax in a
               general office environment;
          .    Oce 3100 for high volume copying needs in a general office
               environment; and
          .    Oce 3165 digital copier/printer to print directly from a network
               or to use as a stand alone machine.
          .    Oce 3145 and Oce 3155, digital machines that gives the customer
               the choice of printing directly from a personal computer or for
               walk up applications, each at the speed of 45 and 52 pages per
               minute.

In 2001 Oce expects to introduce the Oce DPS 200 for the productive market
segment, the Oce DPS 300 for the centralized work environment and the Oce DPS
400, a very high volume Print-on-Demand printer/copier for the centralized work
environment, which will give customers more flexibility in the analog/digital
transition.

Although currently the Company's products in these markets are based on both
analog and digital technology, consistent with the overall trend in the
Company's business, the document printing systems market is quickly moving
towards digital technology. In 1997, Oce was the first supplier to offer a
digital copier at a speed of 60 pages per minute. Since then, the Company has
developed several multifunctional printers and copiers for the office or the CRD
that offer versatile services including printing, copying, faxing and scanning
and a selection of desktop laser printers for workgroup printing in either black
and white or color. Oce discontinued the production of new analog machines for
the office market as from November 2000. Via remanufacturing and remarketing
programs Oce continues to place substantial numbers of analog machines back in
the market on a profitable basis. The digital printer and copier market is
quickly expanding, and a number of the Company's competitors are now offering
digital printers and copiers with output of 60 pages per minute, resulting in
lower prices and margins. The Company has responded to this expansion by
adopting measures to achieve substantial cost reductions in manufacturing,
service and logistics. Oce believes these actions have enabled, and will
continue to enable, it to compensate for the decrease in profit margins in this
area. In addition, the
<PAGE>

Company is continuing to develop digital hardware, especially medium and high
volume products. In addition, the Company is continuing to develop software
technology, especially in the area of network solutions. In November 2000 the
Company entered into a joint venture with the Belgium software business Real
Software Group N.V. to market Var E-Docs, an innovative software product which
enables customers to automatically create complete and personalized business
documents.

The Company continues to develop and market color printers and copiers for the
document printing systems market. The Company sells mainly its own products and
products that it purchased from other original equipment manufacturers. The
Company's own color printer/copier, the Oce CPS 700, was launched in March 2001
at the CEBIT 2001 Trade Fair in Hannover, Germany. Certain essential components
of the machine have been redesigned, so that the required stability has now been
largely achieved. The Oce CPS 700 features an unique technology developed by
Oce. The first shipments to customers are scheduled for the fourth quarter of
2001.

In network printing solutions the Company offers complete network printing
solutions for a wide variety of information flows in complex office
environments. The Company's goal is to provide and enhance a connection between
a network system and a customer's printers and copiers. The Company's product
concepts are concentrated on office processes, central reprographic facilities
and the interface between users and the CRD which have been faster growth means,
especially in the high volume print segment. As the market evolves from the
stand-alone copier to an office environment that is predominantly served by
networks and a wide variety of printing and copying equipment, a new customer
concept is developing, in which the focus is no longer the equipment but
providing a complete solution to specific customer problems. In addition, in
2000 Oce released a series of upgrades and enhancements for existing software.
In 2001 the Company expects to launch a series of output management software
products:

 .  COM Works which will provide automatic job recognition and completion
   notification;
 .  Oce DOC Works which will provide easy and direct access to documents created
   in a company's network;
 .  Oce Intra Logic which will provide the customer with web access for all
   printers;
 .  Oce Office Exec which will help manage the output needs of users working in a
   decentralized environment.

With respect to network printing solutions, the Company believes that partnering
relationships with experienced organizations is beneficial to its customers and
will enable it to produce complete solutions for its customers. The Company has
developed relationships with both paper pre-processing and post-processing
businesses as well as with numerous software organizations. By creating such
relationships, Oce believes that it is able to offer a complete hardware and
software package to network users.

    Production Printing Systems

The Company's production printing systems strategic business unit sells products
and services that are based on high volume printers and printing systems. The
market for high volume printers and printing systems is dominated by a very
limited number of suppliers, and is gradually becoming more and more
concentrated as businesses are employing both centralized and decentralized
printing environments. The Company believes it is a leader in this market being
one of the few companies that provides a full range of centralized and
decentralized printing solutions. This strategic business unit is further
divided into two business groups: electronic production printing and printing
and publishing.

Electronic production printing serves electronic data processing customers, such
as banks, insurance companies, and public utility companies, that process and
print large quantities of data from computer systems. Printing and publishing
serves printing and publishing customers. With respect to the electronic
production printing group, the Company believes it is a market leader in Europe
and has a significant market position in the United States. With respect to the
printing and publishing group, Oce's market share is currently small but
increasing through
<PAGE>

development and sales of its own products as well as through developing
strategic relationships with other companies in this market.

Oce believes the electronic data processing portion of this market is growing at
a rate of 3% a year, and that the printing and publishing portion of this market
is growing at a rate of 15% a year. The Company's revenues in these markets,
including service and supplies, were Euro 772 million in 2000, which was a 17%
increase from Euro 657 million in 1999 and Euro 614 million in 1998, a 7%
increase.

In electronic production printing market, Oce is the leading supplier of high
volume continuous-feed paper systems. The Company also offers a range of
cutsheet products with speeds ranging from 30 to 155 pages per minute. Oce's
Pagestream Series represent Oce's newest generation of high performance
continuous feed and cutsheet printers, combining proven LED Plus technology with
its unique Scalable Raster Architecture controllers. The Oce PS 1060 TWIN was
introduced in early 1999. This machine is the fastest system in its range with a
speed of 1,060 pages per minute. The Company also offers high speed digital
imaging archiving through its Imagestream 100 product which enables high speed
conversion of print data into pixel-equivalent TIF files. In 2000 Oce installed
fewer machines in this market, but the volume per printer increased by about 7%.
In 2001 the company intends to sell Triplex system to the public. This
configuration allows double-sided printing, including spot color, at a very high
speed.

With the Prisma server Oce customers are able to print all line data stream and
standard page description language in all user environments for production
printing, print on demand and distributed printing.

In 1999, Oce introduced Prisma+, a new printer server package that enables high
volume customers to obtain increased flexibility regarding speed, the number of
printer languages that can be processed and the range of print resolutions.
Prisma+ integrates the customer's systems and technical platforms with Oce
printers, enabling a high volume customer to use its printing products in
combination with virtually any system network. The Prisma+-audit software
developed by Oce has quickly proved its value as a powerful tool in the
management of print production hardware and print production processes. Within
the Prisma family also the software products Prisma-production and
Prisma-archive are marketed.

All of its printers are installed in combination with computer systems, servers
and finishing equipment to process the output. To ensure that it provides a
complete solution to its customers, Oce has entered into a series of strategic
relationships. In particular, since 1998, Oce has held an ownership interest in
Siemens Software in Namur, Belgium, which is in the software development
business. Oce increased its ownership interest during the last few years from
40% to 100%. The business, now called Oce Software Laboratories Namur, develops
special software applications for the Company's customers and has over 80
employees. In April 2000 the Company also acquired Computergesellschaft Konstanz
in Konstanz, Germany, which has an expertise in developing and marketing black
and white and full color scanners with optical character and image recognition
features. This company has been renamed as Oce Document Technologies G.m.b.H. In
2000 Oce, in conjunction with the UK business IBIS, launched a machine that is
able to process print output into booklets at high speed.

The printing and publishing market (complete publications in relatively small
print-runs), which evolved to meet the needs of the printing and publishing
industry, is dominated by players that have a strong customer base in pre-press
and traditional printing technology. In May 2000 at the five-yearly DRUPA, the
biggest trade fair for the printing industry, Oce presented its advanced digital
print solutions under the motto "Go the Digital Way". Digital printing is the
obvious link between electronic information and printed matter. For this fast
growing market segment Oce not only supplies the printers, but also guides its
customers on their route to the digital future.
<PAGE>

Similar to the electronic production printing market, the production and
printing market is served by a small number of suppliers. Thanks to a
cooperation with MAN Roland in the application of the Dicopress, Docopack and
Dicopage-colour printing systems (formerly Chromapress of Agfa/Xeikon) Oce can
supply this market with a full range of products and consulting services.

The market development costs related to the production and printing market are
high. By concentrating on several highly promising market segments (such as the
printing of books and manuals), the Company believes that it will achieve
significant growth. In 1999, Oce introduced the Oce Demandstream 8080 printer
(470 pages per minute), specifically developed for printing & publishing
applications, which was well received by the market. In addition, Oce introduced
in 2000 the Oce Demandstream 8090 ( 700 pages per minute). In addition, the
Prisma+ servers and software also proved to offer excellent solutions for this
market, where customers place a strong emphasis on high productivity.

Facility Services

Over the past several years, there has been a trend towards the outsourcing of
document management services and other facility services in both the United
States and in Europe. Oce has been providing copying, printing and mailroom
services for a number of years, and in 1997, it purchased Archer Management
Services, Inc., which provides facility services principally in the United
States.

The Company believes this market is growing world-wide at an aggregate rate of
25% per year, and in Europe at a rate of 40% per year. Revenues in 2000 were
Euro 290 million which was a 48% increase over Euro 197 million in 1999, which
was a 35% increase over Euro 146 million in 1998. These revenues are included in
the revenues of each of the three strategic business units.

When the Company offers facility services to a customer, its sales staff serve
as consultants, identifying the set of document management services required by
the customer and developing solutions for the customer relating to the creation,
production, reproduction, distribution and archiving of documents. The Company
also offers mailroom services. Although Oce views this business as a separate
earnings opportunity, Oce also uses its own products and supplies in connection
with offering this service when possible.

Imaging Supplies

Oce sells materials used in copying and printing such as paper, films and
labels. The Company believes it is among the leading suppliers in the United
States and Europe.

Imaging supply revenues in 2000 were Euro 459 million, which was a 11% increase
over Euro 414 million in 1999, which was a 2% decrease from Euro 421 million in
1998. These revenues are included in the revenues of the three strategic
business units.

Oce's success with imaging supplies is attributable to two factors:

     .  the sale of new materials for business graphics (paper for color prints
        and copies), display graphics (wide format) and multi-purpose CAD
        supplies; and
     .  the steady growth of sales in the area of wide format plain paper media.

Traditionally, sales of supplies for diazo copiers have contributed
significantly to total imaging supplies sales. As the use of diazo copiers
decreases, sales of diazo supplies have also decreased, which in turn caused the
total imaging supplies sales in 1999 to decrease.
<PAGE>

Although overall revenues in 2000 decreased, profit margins on sales of imaging
supplies increased due, in part, to the growing share of supplies with high
margins, continued rationalization of the product portfolio and outsourcing of
the logistics operations.

Financing Activities

In each of its strategic business units, the Company offers financing to its
customers through lease programs tailored to meet the needs of its customers,
and, on average, the Company finances 50% of its equipment sales through leasing
arrangements. Direct financing offers the benefit of both a continuous stream of
revenue together with interest earnings and permits the Company to remarket the
equipment on the expiration of the lease agreement.

Although direct financing creates some risk to the Company, Oce has adopted
policies to minimize this risk. The lease agreements to its customers typically
provide for a fixed rate of interest. To minimize the risk of changing interest
rates, the Company finances its lease portfolio predominately with interest
bearing loans with the same maturity and interest factor as the leases. Further,
Oce believes that the risk of an adverse effect to the Company due to customer
default is slight because of the volume and diversity of its customers for whom
it provided financing and Oce has the opportunity to remarket its machines in
the event that a customer defaults.

Marketing, Consulting and Services

Oce has a strong direct sales and service organization. The Company markets 92%
all of its copiers, printers and copier supplies through its direct sales force
of approximately 4,900 employees. The Company sells plotter systems primarily
through independent value added resellers and dealers. Similarly, Oce sells
fanfold laser printers primarily through original equipment manufacturers
("OEMs"). Approximately 8%, 8% and 9% of its total revenues in 2000, 1999 and in
1998 respectively, were accomplished using independent distributors and OEMs.

Since 1997, IKON Office Solution Inc. has distributed Oce products - analog as
well digital copiers, supplies and parts - in the United States through the
distribution channels of IKON. This agreement has a five year term of which 2
years are remaining and is the continuation of a business relation with ALCO
Standard Corporation (the predecessor of IKON) which began in 1994.

As the market continues to change, the nature of Oce's sales services have
changed. Oce's sales force customizes products for its customers including
software and network service capabilities, and tailors other products to a
customers' specific needs. Oce believes that by offering a complete range of
machines and software packages, together with consulting services and supplies
and equipment service, it will continue to be a leader in its business.

Although Oce sells its products on a world-wide basis, sales in the United
States and in the EU contributed 40% and 47%, respectively, of the Company's
total revenues in 2000, 37% and 51%, respectively in 1999 and 38% and 51%,
respectively in 1998. Other than sales in the EU and the United States, sales in
no single country accounted for as much as 3% of total revenues in 2000, 1999 or
1998. Oce believes that no single customer accounted for a material portion of
its total revenues in 2000, 1999 or 1998.

Oce provides direct customer support, after-sales service and maintenance to the
end users of its products in about 30 countries through approximately 5,050
employees.
<PAGE>

Competition

There are a number of companies with significant world-wide operations that
compete with all or part of the Company's business with significant financial
resources, some of which compete on a global basis. The Company's primary
competitors, generally original equipment manufacturers in the business of the
reproduction, presentation and distribution of documents, are Xerox Corporation,
Canon, Hewlett Packard, Ricoh and Minolta. The Company's success in the future
will depend on its ability to compete successfully in its current geographic and
product markets and to expand into additional geographic and product markets.

Organizational structure

The following is a list of Oce's significant subsidiaries which set forth each
subsidiary's name and country of incorporation. Oce owns 100% of the equity (and
holds 100% of the voting power) of each subsidiary listed except for Oce Japan
Corporation of which Oce owns 85% of the equity (and holds 85% of the voting
power), and for Oce Real Business Solutions B.V. of which Oce owns 50% of the
equity (and holds 50% of the voting power).

<TABLE>
Europe
<S>                                                             <C>                       <C>
Oce-Belgium N.V./S.A.                                           Brussels                  Belgium
Oce-Interservices N.V./S.A.                                     Brussels                  Belgium
Oce Software Laboratories Namur S.A.                            Namur                     Belgium
Oce-Danmark a/s                                                 Copenhagen                Denmark
Oce-Holding Deutschland G.m.b.H.                                Mulheim/Ruhr              Germany
Oce-Deutschland G.m.b.H.                                        Mulheim/Ruhr              Germany
Oce Printing Systems G.m.b.H.                                   Poing                     Germany
Oce Document Technologies G.m.b.H.                              Konstanz                  Germany
(formerly known as Computer Gesellschaft Konstanz G.m.b.H.)
Oce-France S.A.                                                 Noisy-le-Grand            France
Oce-Print Logic Technologies S.A.                               Creteil                   France
Oce-Hungaria Kft.                                               Budapest                  Hungary
Oce-Ireland Limited                                             Dublin                    Ireland
Oce-Italia S.p.A.                                               Milan                     Italy
Oce-Technologies B.V.                                           Venlo                     the Netherlands
Oce-Nederland B.V.                                              `s-Hertogenbosch          the Netherlands
Arkwright Europe B.V.                                           Venlo                     the Netherlands
Oce Real Business Solutions B.V.                                Venlo                     the Netherlands
Oce-Norge A.S.                                                  Oslo                      Norway
Oce-Osterreich Ges.m.b.H.                                       Vienna                    Austria
Oce-Poland Limited, SP. Z o.o.                                  Warsaw                    Poland
Oce-Lima Mayer S.A.                                             Lisbon                    Portugal
Oce-Espana S.A.                                                 Barcelona                 Spain
Oce-Czech republic s.r.o.                                       Prague                    Czech Republic
Oce (UK) Limited                                                Loughton                  United Kingdom
Oce Svenska AB                                                  Stockholm                 Sweden
Oce (Schweiz) A.G.                                              Glattbrugg                Switzerland
</TABLE>
<PAGE>

<TABLE>
North America
<S>                                                             <C>                       <C>
Oce-USA Holding Inc.                                            Chicago, Illinois         USA
Oce-USA Inc.                                                    Chicago, Illinois         USA
Oce Printing Systems USA, Inc.                                  Boca Raton, Florida       USA
Arkwright Inc.                                                  Fiskeville, Rhode Island  USA
Archer Management Services, Inc.                                New York, New York        USA
Oce Groupware Technology, Inc.                                  Cleveland, Ohio           USA
Oce-Canada Inc.                                                 Toronto                   Canada

Asia/Pacific

Oce-Australia Limited                                           Scoresby                  Australia
Oce (Hong Kong China) Ltd.                                      Hong Kong                 China
Oce Office Equipment (Beijing) Co., Ltd.                        Beijing                   China
Oce Office Equipment (Shanghai) Co., Ltd.                       Shanghai                  China
Oce-Japan Corporation                                           Tokyo                     Japan
Oce Malaysia Sdn. Bhd.                                          Petaling Jaya             Malaysia
(formerly known as Oce Systems (Malaysia) Sdn. Bhd.)
Oce (Singapore) Pte. Ltd.                                       Singapore                 Singapore
Oce (Taiwan) Ltd.                                               Taipei                    Taiwan
Oce (Thailand) Ltd.                                             Bangkok                   Thailand

Other countries

Oce-Brasil Comercio e Industria Ltda.                           Sao Paulo                 Brasil
Oce Printing Systems (South Africa) (Pty.) Ltd.                 Johannesburg              South Africa

Lease companies

Oce-Australia Finance Pty. Ltd.                                 Scoresby                  Australia
Oce-Deutschland Leasing G.m.b.H.                                Mulheim/Ruhr              Germany
Oce-France Financement S.A.                                     Saint-Cloud               France
Oce-Renting S.A.                                                Barcelona                 Spain
Oce (UK) Finance Limited                                        Loughton                  United Kingdom
Oce-Credit Corporation                                          Purchase, New York        USA
</TABLE>

Oce also holds a minority equity interest (and corresponding voting power) of
the following companies:

<TABLE>
Minority Holdings
<S>                                                             <C>                       <C>
Heliozid Oce-Reprographics (Cyprus) Ltd.     25%                Nikosia                   Cyprus
InterFace A.G.                               11%                Munchen                   Germany
Szenzor Szamitokozpont Kft.                  34%                Budapest                  Hungary
Datapost Pte. Ltd.                           30%                Singapore                 Singapore
</TABLE>
<PAGE>

Property, plants and equipment

As of November 30, 2000, the following properties were material to the Company's
operations:

<TABLE>
<CAPTION>
         ---------------------------------------------------------------------
                 Country             Principal Use          Owned/Leased
         ---------------------------------------------------------------------
         <S>                      <C>                   <C>
         ---------------------------------------------------------------------
         The Netherlands
         Venlo                    Headquarters          Owned
         ---------------------------------------------------------------------
                                  Research              Owned
         ---------------------------------------------------------------------
                                  Manufacturing of      Owned
                                  Copying Equipment
         ---------------------------------------------------------------------
                                  Manufacturing of      Owned
                                    Copying Supplies
         ---------------------------------------------------------------------
         Den Bosch                Sales Offices         Owned
         ---------------------------------------------------------------------
         Germany
         Mulheim/Ruhr             Sales Offices         Owned
                                  Warehouse             Capitalized lease
         ---------------------------------------------------------------------
         Poing                    Offices, Research     50% Owned
                                    and Manufacturing
                                    of Printing
                                    Equipment
         ---------------------------------------------------------------------
         France
         Noisy le Grand           Sales Offices         Capitalized lease
         ---------------------------------------------------------------------
         Creteil                  Offices and Research  Owned
         ---------------------------------------------------------------------
         Guerande                 Manufacturing of      Owned
                                    Copying Equipment
                                    and Plotters
         ---------------------------------------------------------------------
         Brazil
         Sao Paulo                Offices, Warehouse    Owned
         ---------------------------------------------------------------------
         United States of
         America
         Wilmington, DE           Offices, Warehouse    Owned
         ---------------------------------------------------------------------
         Guilford, CT             Manufacturing of      Owned
                                    Copying Supplies
         ---------------------------------------------------------------------
         Fiskeville, RI           Manufacturing of      Owned
                                    Copying Supplies
         ---------------------------------------------------------------------
         Charleston, IL           Manufacturing of      Owned
                                    Copying Supplies
         ---------------------------------------------------------------------
         Boca Raton, FL           Offices               Owned
         ---------------------------------------------------------------------
</TABLE>

Each of the properties listed above is owned by the Company free of any material
encumbrances. Certain facilities were subject to capitalized leases, amounting
to Euro 11.9 million and Euro 12.9 million as of November 30, 2000 and November
30, 1999, respectively.

The leased land and buildings in Poing, Germany are owned by a joint venture in
which the Company holds a fifty percent interest and has management control (the
remaining 50% of the joint venture is owned by Mobaco BV). The lease has a ten
year term with six years remaining and is for a fixed amount of rent at an
annual rate of Euro 6.3 million.

In addition to the principal properties listed above, Oce also owns and leases
office and warehouse space throughout the world where necessary to its business.

Oce believes that its production and other facilities are in good operating
condition and that its production capacity will be adequate for the immediately
foreseeable future.
<PAGE>

Item 5    OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Exhibit 10 contains excerpts from the Annual Report 2000, which contains a
review of the operating and financial results and prospects, and is incorporated
into this Item 5 by reference. The following discussion supplements and should
be read in conjunction with the Annual Report 2000 in Exhibit 10. In the event
that any portion of Exhibit 10 conflicts with any portion of the discussion
contained in this Item 5, the provisions in this Item 5 will prevail.

Financial Accounting

Financial information provided in this report is presented in accordance with
Dutch GAAP. The differences between Dutch GAAP and US GAAP are explained in Note
23 of Notes to Consolidated Financial Statements, which also includes
reconciliations of net income and shareholders' equity.

As explained in Note 23 to the Consolidated Financial Statements as of and for
the year ended November 30, 2000, the previously reported US GAAP
reconciliations for the years ended November 30, 1999 and 1998 have been
restated to reflect the calculation of pension obligations under US GAAP.

The effect of this restatement on the US GAAP reconciliations for the year ended
November 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                   1998             1998             1999             1999
                                               as reported       as restated      as reported      as restated
                                                   Euro             Euro             Euro             Euro
<S>                                            <C>               <C>              <C>              <C>
Amounts in accordance with US GAAP
Net income                                         101,787           109,654           75,673           74,434
Comprehensive income                                81,397            87,922          124,500          125,792
Shareholders' equity                             1,005,445         1,028,201        1,154,928        1,163,136
</TABLE>

Operating Results

Revenues. Total revenues in 1998, 1999 and 2000 were Euro 2,753 million, Euro
2,838 million and Euro 3,224 million, respectively. Total revenues increased by
14% from 1999 to 2000 and by 3% from 1998 to 1999 because of autonomous growth,
favorable exchange rates and acquisitions.

The table under "Strategic Business Units" in Item 4 shows the distribution by
strategic business unit of revenues during the past three fiscal years.

In the wide format printing systems market, total revenues have increased during
each year from 1998 to 2000 from Euro 772 million in 1998, Euro 782 million in
1999 and Euro 901 million in 2000. Although total revenues in this market
increased from 1999 to 2000 by 15%, after deducting acquisition and exchange
rate effects, net revenue in this market increased by 3% from 1999 to 2000. This
increase was mainly attributable to successful sales of the Oce 9600 and the
strong increase in revenues from service and software. From 1998 to 1999,
revenues in this market increased by 2.5%.

As noted in Item 4, in 1999 the Company reclassified its strategic business
units to move revenues of network printing solutions from the production
printing systems market to the document printing systems market. After taking
the reclassification into account, total revenues of the document printing
system market have increased each year from 1998 to 2000 from Euro 1,367 million
in 1998, Euro 1,399 million in 1999 and Euro 1,551 million in 2000, which is an
11% increase from 1999 to 2000 and a 2% increase from 1998 to 1999. Although
revenue from analog printing decreased, increases in digital printing and
revenues from the network printing solutions business group increased due
largely to increased sales for integral document management.
<PAGE>

Production printing revenues in 1998, 1999 and 2000 were Euro 614 million, Euro
657 million and Euro 772 million, respectively. Production printing systems
revenues increased 17% from 1999 to 2000 and 7% from 1998 to 1999. This increase
was attributable primarily to increased sales of digital products and services,
especially in the printing and publishing area, and to favorable exchange rates.
In particular, revenues in the printing and publishing business group increased
by 50% in 2000.

Facility services and imaging services both contributed revenues to each of the
strategic business units discussed above. Revenues for facility services in
1998, 1999 and 2000 were Euro 146, Euro 197 and Euro 290 respectively and
revenues for imaging supplies in 1998, 1999 and 2000 were Euro 421, Euro 414 and
Euro 459 respectively. Revenues for facility services increased 48% from 1999 to
2000 and 34% from 1998 to 1999. The increase in revenue for facility services is
attributable in part, to reprographic activities and archiving services in
Europe and in the USA in the area of mail management and distribution. Revenues
for imaging supplies increased 11% from 1999 to 2000 and decreased 1% from 1998
to 1999. The decrease in revenue from imaging supplies is attributable, in part,
to the phase-out of diazo materials.

Income. Operating income in 1998, 1999 and 2000 were Euro 245 million, Euro 248
million and Euro 282 million, respectively. Operating income increased 1% from
1998 to 1999 and 14% from 1999 to 2000, to a total of Euro 282 million.
Operating income represented 8.8% of total revenues in 2000, up from 8.7% in
1999 but down from 8.9% in 1998. This change resulted in part from the
increasing profitability of sales of digital products and services in each
market.

Net income before exceptional items increased nearly 2% from 1998 to 1999,
principally as a result of increased sales of digital printers and copiers,
strict cost control measures and favourable exchange rates. In 2000, the net
income before exceptional items increased 15% to Euro 152 million from Euro 132
million in 1999.

Liquidity and Capital Resources

Capital Expenditures. The Company's capital expenditures in 2000 were Euro 57.9
million, compared with Euro 90.3 million in 1999 and Euro 151.0 million in 1998.
Of the 2000 total amount of capital expenditures, Euro 64.7 million was for
property, plant and equipment, which was a decrease of 20% from the 1999 amount
of Euro 81 million, which was itself a decrease of 7% from 1998.

Liquidity. Liquidity is provided primarily from cash flow, which is derived from
two sources: from operating activities and from financing activities comprised
primarily of interest from financial leases. Cash flow from operating activities
was Euro 39.2 million in 2000, Euro 53.4 million in 1999 and Euro 76.7 million
in 1998. Cash flow from financing activities (including an increase in long term
debt) was Euro 8.9 million in 2000, Euro 63.5 million in 1999 and Euro 64.0
million in 1998. The consolidated statements of cash flows included in Exhibit
10 provide further details of the Company's cash flow.

In addition to liquidity provided from cash flow operations and cash flow from
financing activities, the Company has several credit facilities in place as more
fully described in Note 11 to the Consolidated Financial Statements. As of
November 30, 2000 Oce had Euro 906 million available in permitted borrowings
under its credit facilities, most of which credit facilities are multi-year
stand-by credit contracts.

Management believes, based upon current levels of operations and forecasted
earnings, that cash flow from operations and from financing activities, together
with its available borrowings under its credit facilities, will be adequate to
permit anticipated capital expenditures, and to fund working capital
requirements and other cash needs for the foreseeable future, including 2001.
<PAGE>

Research and development, patents and licenses, etc.

Research and Development

Oce's research and development efforts are oriented towards the development of
new products and technologies and the improvement of existing products and
technologies, exploring new applications in existing technologies and
identifying fundamental technological breakthroughs. Currently, approximately
10% of the time spent by research and development personnel is devoted to
specifically defined development or engineering projects with the balance
devoted to general, non-project related activities. The Company's research and
development staff is located in the following offices world-wide:

     .   1,130 employees conduct research and development relating to copying
         and laser printers in Venlo, The Netherlands;
     .   130 employees conduct software research and development in Creteil,
         France;
     .   378 employees conduct laser printer and software research and
         development in Poing, Germany;
     .   71 employees conduct software research and development in Namur,
         Belgium;
     .   29 employees conduct supplies research and development in Fiskeville
         RI, United States; and
     .   45 employees conduct software research and development in Cleveland OH,
         United States;
     .   80 employees conduct software research and development in Konstanz,
         Germany.

The Company uses a project-based team approach to develop new or improved
products. The team approach involves the joint participation of marketing,
production, sales, service and financial personnel, as well as research and
development personnel, in the research and development process. The Company
believes that its joint participation approach facilitates communication within
its organizational structure and enables research and development personnel to
access up-to-date information from its internal resources among other things.
Research efforts are specifically targeted at developments and solutions which
customers demand. Oce believes that this approach to research and development
has resulted in greater reliability, improved print quality, lower
"cost-of-ownership" and convenience in use.

Approximately 1,860 employees were engaged in research and development
activities at the end of 2000 (compared to 1,780 and 1,610 employees at the end
of 1999 and 1998, respectively).

Over the past five years, Oce has spent from 5.6% to 6.2% of its total revenues
on research and development. The following table sets forth the aggregate
amounts spent by Oce in research and development over the past five years:

              Years ended          R&D expenditure        Percent of
              November 30,       (in million Euro's)       Revenues
              ------------       -------------------       --------
              1996                      111.0                 5.9
              1997                      138.9                 5.6
              1998                      155.2                 5.6
              1999                      166.6                 5.9
              2000                      198.9                 6.2

Research and development expenditures do not include substantial additional
costs relating to the participation of non-research and development personnel in
research and development projects. Generally, the above research and development
expenditures also do not include (a) development credits advanced under a
program of The Netherlands government which are not repaid or charged to income
until and unless the project for which the advance is made is commercially
successful and (b) direct grants provided by the government of The Netherlands
which are not required to be repaid. Such development credits and grants (net of
provisions for repayment of prior development credits) were, in balance, a
receipt of Euro 8.8 million in 2000 and an additional expenditure of Euro 4.2
million in 1996, Euro 12.9 million in 1997, Euro 14.9 million in 1998, Euro
<PAGE>

7.7 million in 1999. See "Development credits and subsidies" in Note 1 of Notes
to Consolidated Financial Statements.

Patents and Similar Rights

At November 30, 2000 Oce held approximately 3,800 patents and patent
applications pending throughout the world. Oce considers its patent position to
be important to its business and intends to continue vigorously to protect its
technology. It is Oce's view, however, that its technical expertise and "know
how" are more important than its patent portfolio and that the loss of any
particular patent would not have a material adverse effect upon its business.
The Company believes its trademark "Oce", which is registered in most areas of
the world, to be a valuable asset.

Trend information

Pension Plans

In The Netherlands and in most other countries, the Company is required by local
legal regulations, customs and circumstances to provide a pension to the
majority of its employees. In addition to the pensions required under local
laws, the Company provides a pension to its other employees ("additional
plans"). Pension costs, including past service costs, for the additional plans
are actuarially determined and, in general, funded. Total pension expense for
the years ended November 30, 1998, 1999 and 2000 was Euro 37.9 million, Euro
42.4 million and Euro 49.1 million, respectively.

Accumulated benefit obligations and plan assets as of the dates of the most
recent actuarial valuations are as follows (in millions):

                                                                      Euro

              Actuarial present value of accumulated
                  benefit obligations (essentially all vested)         804
                                                                    ======

              Net assets currently available for benefits              870
                                                                    ======

The actuarial present value of accumulated plan benefits was computed using an
interest rate of 6% for employees in The Netherlands, whose benefits and net
assets comprise more than 60% of the above amounts, and 2.5% to 7.5% for
employees outside The Netherlands. The actuarial present value of projected
benefit obligations are approximately Euro 20 million higher than the net assets
available.

Business Combinations

For disclosure of material effects of business combinations accounted for as a
purchase refer to Note 22 to the Consolidated Financial Statements.

Political Policies

The Company has no knowledge of any economic, fiscal, monetary or political
policy of the government of The Netherlands that has materially adversely
affected, directly of indirectly, the Company or investments in the Company by
US nationals.

Additional financial information

Our Operating and Financial Review and Prospects has been based on our
Consolidated Financial Statements. These financial statements have been prepared
under the generally accepted accounting principles of The Netherlands. Our
financial statements include a reconciliation to generally accepted accounting
principles in the United States of America (see Note 23 on F29). This
reconciliation excludes certain disclosure item such as
<PAGE>

stock-based compensation, which is important to understanding the Companies
operations and is provided below.

Stock-based Compensation

In 1995 the U.S. Financial Accounting Standards Board issued Statement of
Accounting Financial Standards No. 123 "Accounting for Stock-based
Compensation", which provides for two alternative methods for accounting for
employee stock options. Companies may either adopt a fair value method of
accounting or continue the previous accounting method prescribed by the APB
Opinion No. 25 "Accounting for Stock Issued to Employees" subject to additional
disclosure of the impact on net income as if fair value method had been
utilized. The Company applies the Dutch GAAP method, which is consistent with
APB Opinion No. 25; accordingly, no compensation expense has been recognized
under these plans.

If compensation expense for the option plan had been determined based on the
fair value at the grant dates for awards under SFAS No. 123, the additional
compensation costs for 1998, 1999 and 2000 would have been Euro 4.2 million,
Euro 2.5 million and Euro 2.3 million, respectively and Oce's net income and
earnings per share would be as set forth in the following table.

<TABLE>
<CAPTION>
          Euro's in thousands,                   Year ended November 30
             Except per share                   1998       1999       2000
          ----------------------------------------------------------------
          <S>                               <C>         <C>      <C>
          Net income
             As reported                    129,049     76,675   151,741
             Pro forma                      124,830     74,206   149,454

          Diluted earnings per share
             As reported                       1.53       0.88      1.74
             Pro forma                         1.48       0.85      1.71
          ----------------------------------------------------------------
</TABLE>

For purposes of pro forma disclosures, the estimated fair value is amortized
over the options' vesting period. Because compensation expense associated with
option grants is amortized over the vesting period, the initial impact of
applying SFAS No. 123 on pro forma net income is not representative of the
potential impact on pro forma net income in future years. In each subsequent
year, pro forma compensation expense would include the effect of recognizing a
portion of compensation expense from multiple awards.

For purposes of presenting pro forma results, the fair value of each option
grant is estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions:

<TABLE>
<CAPTION>
                                                  Year ended November 30
                                              1998         1999          2000
       ---------------------------------------------------------------------------
       <S>                                   <C>          <C>         <C>
       Dividend yield                         1.64%        2.94%       3.20%
       Risk-free interest rate                3.58%        5.05%       4.91%
       Stock price volatility                32.50%       35.00%      28.00%
       Expected life (years)                  1.64         2.94        3.99
       ---------------------------------------------------------------------------
</TABLE>

The Black-Scholes option valuation model was developed for use in estimating
fair value of traded options, which are significantly different than employee
stock options. Although this valuation model is an acceptable method for use in
presenting pro forma information, because of the differences between traded
options and employee stock options, the Black-Scholes model does not necessarily
provide a single measure of the fair value of employee stock options.

The assumptions were used for this calculation only and do not provide an
indication of management's expectations of future developments.
<PAGE>

Item 6    DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

Directors, senior management

The Company is managed by a Board of Executive Directors, all of whom are
employees of the Company, whose activities are generally supervised by a Board
of Supervisory Directors, none of whom are employees of the Company.

Set forth below is information as of April 16, 2001 concerning the Supervisory
and Executive Directors and certain other persons performing principal business
functions for the Company (some of such persons being employed by subsidiaries
of the Company). See "Share Ownership" below for a description of the
arrangements pursuant to which members have been elected to the Supervisory
Board and the Executive Board.

Board of Supervisory Directors as at April 16, 2001

H.B. van Liemt (Born: 1933)   Post(s) held: former chairman of the Board of
Chairman                      Directors of DSM N.V. Nationality: Dutch.
                              Appointed: in 1993. Current term of office until
                              2004. Maximum period of office until 2004 (age
                              limit).
                              Supervisory directorships: chairman of the
                              Supervisory Boards of Gamma Holding N.V. and Sara
                              Lee/DE N.V., vice-chairman, respectively chairman
                              of the Supervisory Boards of ABN AMRO Holding N.V.
                              and Stienstra Holding B.V. Other Posts: member of
                              the Board of Directors of Sara Lee Corp., Chicago,
                              Illinois and board member of several foundations.

M. Ververs (Born: 1933)       Post(s) held: former chairman of the Board of
Vice-Chairman                 Directors of Wolters-Kluwer N.V. Nationality:
                              Dutch. Appointed: in 1995. Current term of office
                              until 2003. Maximum period of office until 2003
                              (age limit).
                              Supervisory directorships: ING Groep N.V., CSM
                              N.V., Laurus N.V. and Getronics N.V.
                              Other posts: chairman of the Board of Trustees of
                              Isala Clinics, Zwolle, and member of the Board of
                              External Advisers, Ernst & Young.

L.J.M. Berndsen               Post(s) held: chairman of the Board of Directors
(Born: 1943)                  of Koninklijke Nedlloyd N.V. and co-chairman of
                              P&O Nedlloyd Containerline Ltd.
                              Nationality: Dutch. Appointed: in 1996. Current
                              term of office until 2000. Maximum period of
                              office until 2008 (12-year period).
                              Supervisory directorships: member of the
                              Supervisory Board of TBI Holding B.V., Martinair
                              Holland N.V. and Delta Lloyd N.V.
                              Other posts: member of the Advisory Board of ABN
                              AMRO Holding N.V.
<PAGE>

P. Bouw (Born: 1941)          Post(s) held: former chairman of Koninklijke
                              Luchtvaart Maatschappij N.V. (KLM). Nationality:
                              Dutch. Appointed: in 1998.
                              Current term of office until 2002. Maximum period
                              of office until 2012 (12-year period). Supervisory
                              directorships: member of the Supervisory Board of
                              CSM N.V., Getronics N.V., Naco B.V., N.V.
                              Nederlandse Spoorwegen, Koninklijke Vopak N.V.,
                              PontEecen N.V., Vos Logistics B.V. and the
                              Nederlandse Bank N.V.
                              Other posts: part-time professor in Business
                              Administration, Twente University, vice-chairman
                              of Raad voor Verkeer en Waterstaat (Transport and
                              Waterways Council), member of the Board of
                              Trustees, Amsterdam Free-Reformed University and
                              chairman of the Banking Counsel.

J.L. Brentjens (Born: 1940)   Post(s) held: former executive chairman of VNU
                              (publishing).
                              Nationality: Dutch. Appointed: in 2001. Current
                              term of office until 2005.
                              Maximum period of office until 2011 (age limit).
                              Supervisory directorships: chairman of the
                              Supervisory Boards of Heymans N.V. and ArboNed
                              N.V. and vice-chairman of the Supervisory Board of
                              Roto Smeets de Boer N.V. He is member of the
                              Supervisory Boards of VNU N.V., Fortis Obam N.V.
                              and Holding maatschappij P. Bakker Hillegom B.V.
                              Other posts: vice chairman of the Van Leer Group
                              Foundation and director of the board of Stichting
                              Katholieke Universiteit Nijmegen..

J.V.H. Pennings (Born: 1934)  Post(s) held: former chairman of the Board of
                              Executive Directors of Oce N.V.
                              Nationality: Dutch. Appointed: in 1998. Current
                              term of office until 2002.
                              Maximum period of office until 2005 (age limit).
                              Supervisory directorships: chairman of the
                              Supervisory Board of Koninklijke Grolsch N.V.,
                              Koninklijke IBC B.V. and Essent N.V. and member of
                              the Supervisory Board of Wolters-Kluwer N.V.
                              Other posts: chairman of the Regional Development
                              Corporation and board member of several
                              foundations.

F.J. de Wit (Born: 1939)      Post(s) held: former chairman of the Board of
                              Directors of N.V. Koninklijke KNP BT. Nationality:
                              Dutch. Appointed: in 1997.
                              Current term of office until 2005. Maximum period
                              of office until 2009 (age limit and 12-year
                              period).
                              Supervisory directorships: chairman of the
                              Supervisory Board of PontEecen N.V. and member of
                              the Supervisory Board of AEGON N.V.
                              Other posts: chairman Paper X.Com Ltd., member of
                              the Advisory Board of Deloitte & Touche and
                              Energie Centrum Nederland, member of the
                              Supervisory Council of Keyser & Mackay
                              (International) C.V. and honorary consul general
                              of Finland.

Supervisory Directors serve until their resignation, death or removal by
shareholders and with a maximum period in office of twelve years. At each Annual
Meeting of Shareholders the term of at least one Supervisory Director expires. A
Supervisory Director who has not reached the age of 70 may be immediately
reappointed. Vacancies which exist in either the Supervisory or Executive Board
are filled by shareholders, generally at the first General Meeting after such
vacancy occurs or is created. Subjects to being overruled by a shareholders
vote, the holders of Priority Shares may make binding nominations for all
vacancies in the Supervisory Board.
<PAGE>

<TABLE>
<CAPTION>
                                                                             Served in such
                                                                             Executive Board
                                                                             or similar
Executive Board                    Position with Company                     capacity since
----------------                   ---------------------                     --------------
<S>                                <C>                                       <C>
R.L. van Iperen (Born: 1953)       Chairman, Chief Executive Director                  1999

J. van den Belt (Born: 1946)       Executive Director                                  2001

J.F. Dix (Born: 1946)              Executive Director                                  1998

G.B. Pelizzari (Born: 1942)        Executive Director                                  1998
</TABLE>

Mr. J. van den Belt was appointed Chief Financial Officer effective September 1,
2000 and appointed as a member of the Executive Board at the General Meeting of
Shareholders held on March 7, 2001.

Executive Directors serve until their resignation (normally at age 62), death or
removal by shareholders. Except on the proposal of the holder of Priority
Shares, no Executive or Supervisory Director can be removed without a vote of
two-thirds of the votes cast which vote must consist of not less than a majority
of all votes shareholders are entitled to cast. Subject to being overruled by
the same shareholders vote, the holders of Priority Shares may make binding
nominations for all vacancies in the Executive Boards.

None of the directors of the Executive Board or "Others" listed below, perform
any principal business activities outside the Company. There is not any family
relationship between any of the persons named above or any of the members of the
Supervisory Board or "Others" listed below. Except as described below under
"Share Ownership" there is no arrangement or understanding with major
shareholders, customers or others, pursuant to which any person referred to
above was elected as a director or member of senior management.
<PAGE>

<TABLE>
<CAPTION>
                                                                                          Served in such
Others                                    Position with Company                            capacity since
------                                    ---------------------                           ---------------
<S>                                       <C>                                             <C>
P.H.G.M. Creemers                         Staff Director Corporate Personnel,
                                          Organization and Services                                 1998

C.F. Lindenhovius                         Staff Director, Group Controller                          1995

J.M.M. van der Velden                     Staff Director, Secretary of
                                          the Company and Legal Affairs                             1994

A. Ribbink                                Assistant Director, Internal Auditing                     1998

P.M. Vincent                              Assistant Director, Tax Department                        1996

W.J.J. Dissel                             Assistant Director, Group
                                          Information Management                                    1989

P. Hollaar                                Assistant Director, Corporate
                                          Communication Manager                                     1995

E.J. Huiberts                             Assistant Director, Legal Department                      1998

W. Roos                                   Assistant Director, Corporate Treasurer                   1995

P. Nabuurs                                Business Unit Director                                    2000

W.H.M. Orbons                             Research and Development Director                         2000

M.J.A. Frequin                            Business Unit Director                                    2001

W. Gemmel                                 Business Unit Director                                    1999

A.P. Langendoen                           Assistant Director, Business Group                        2000

M.C. Kingmans                             Assistant Director, Business Group                        2000
</TABLE>
<PAGE>

Compensation

For the fiscal year ended November 30, 2000 the aggregate compensation of all
Supervisory and Executive Directors and the "Others" referred to above, was Euro
5,015,838. This includes an aggregate contribution by the Company to Oce's
pension plans in respect of such fiscal year for all Supervisory and Executive
Directors and the "Others" named above, in an amount of Euro 796,717. See
"Pension Plans" under Item 5 for a description of the total amounts set aside or
accrued by the Company to provide pension, retirement and other similar
benefits.

The compensation received by the Executive Directors and the "Others" referred
to above includes a bonus paid in 2000 based on performance in 1999. The bonus
was a percentage of the recipient's salary, generally based on a formula, the
principal element of which was the profitability of the Company for the year in
respect of which the bonus was paid.

Under Dutch law Oce is not required to provide individual disclosure of the
amount of compensation paid and benefit in kind granted for services with
respect to the Company's executive and supervisory directors or members of
management bodies. The service contracts of the executive directors with the
Company or any of it subsidiaries do not provide for benefits upon termination
of employment. Such contracts, however, provide that the Company will indemnify
an executive director upon termination in accordance with general Dutch
practice. None of the members of the Supervisory Board have service contracts
with the Company.

Board practices

The relationship between the Supervisory and the Executive Board of the Company
is determined by the Articles of Association of the Company and Dutch law. The
chairman, H.B. van Liemt, and the vice-chairman, M. Ververs, of the Board of
Supervisory Directors constitute the remuneration committee in order to fix the
remuneration of the executive directors. The Company does not have an audit
committee.

Employees and Labor Relations

At November 30, 2000 the Company employed 22,253 employees (in full time
equivalents) world-wide. The Company believes that its employee relations are
excellent. Since 1991, the Company has not experienced any significant strike,
work stoppage or labor dispute. Most of the Company's employees are subject to
labor agreements of one or two years duration. The general agreement with Dutch
labor unions covering the labor conditions of most of the Company's employees in
The Netherlands, the location of most of the Company's production operations,
must be renewed effective July 1, 2001. Such renewal will be expected according
to the general economic developments in the Netherlands.
<PAGE>

<TABLE>
<CAPTION>
Employees by category                                  Employees           Employees            Employees
                                                         1998                 1999                 2000
<S>                                                  <C>                 <C>                 <C>
Research and Development                                 1,614               1,780                1,863
Manufacturing and Logistics                              3,878               3,507                3,258
Facility Services                                        3,237               4,198                5,279
Sales                                                    4,885               4,926                4,753
Service                                                  5,415               5,322                5,059
Accounting and other staff                               1,949               2,024                2,041
                                                     ---------           ---------           ----------

Total number of employees at November 30                20,978              21,757               22,253

Average number of employees during the
fiscal year                                             19,366              21,368               22,005
</TABLE>

<TABLE>
<CAPTION>
Distribution of employees             1998         %          1999          %            2000           %
by geographical areas
<S>                                <C>         <C>         <C>         <C>           <C>           <C>
Netherlands                           4,155          20       4,155          19           3,962            18
Germany                               3,110          15       3,144          14           3,417            15
France                                1,578           8       1,606           7           1,491             7
United Kingdom                        1,239           6       1,104           5           1,075             5
Rest of Europe                        3,449          16       3,454          16           3,349            15
United States                         6,369          30       7,103          33           7,810            35
Rest of the world                     1,078           5       1,191           6           1,149             5
                                   --------    --------    --------    --------      ----------    ----------

Total number of employees
at November 30                       20,978         100      21,757         100          22,253           100
</TABLE>

The Stock Option Plan for key employees was adopted in 1990 and grants of
options and stock appreciation rights ("SARs") may be made under the plan
through 2000. In 2000, options covering 568,500 shares and 279,000 SARs were
granted to 175 directors and key employees (most of such persons being employed
by subsidiaries of the Company) on November 26, 2000; 273,000 of the options and
SARs issued in 2000 were granted to the Executive Directors and the "Others"
named above. The Supervisory Directors were not granted any options or SARs.

A SAR is the right to receive payment of the share price gain of an Ordinary
Share, where the share price gain is the difference between the stock market
price of the share on the day of exercise and the exercise price fixed on the
day of grant. Instead of receiving payment of the share price gain, a
participant may request delivery of a number of shares with the value on the
date of exercise of the share price gain. For participants in The Netherlands,
Belgium and France the options or SARs have a duration of six years, while the
duration for participants in other countries is five years.

According to the Company's Code of Conduct participants in the Stock Option Plan
will not exercise options or SARs within two years after grant, where the
duration of the options or SARs is five years, or within three years after grant
where the duration of the options or SARs is six years.
<PAGE>

The following tables sets forth the number of options issued from 1994 through
1999 and includes summary information about the options.

<TABLE>
<CAPTION>
Issued          Number      Exercise      Exercised      Exercised      Options   Outstanding         Expiration date
Year        of options         price      number of      number of    Forfeited         as of
                issued     in Euro *     options as     options as                  April 15,
                                        of Nov. 30,    of Nov. 30,                       2001
                                               1999           2000
<S>           <C>        <C>              <C>           <C>           <C>          <C>           <C>
---------------------------------------------------------------------------------------------------------------------
1995           676,000         10.45        659,000        676,000            -             -       November 30, 2000
1996           806,400         21.05        680,600        680,600        4,000       121,800       November 25, 2001
1997           807,000         24.85         26,000         26,000       16,000       765,000       November 28, 2002
1998           872,500   30.40-41.15              -              -       13,000       859,500    November 29, 2003/04
1999           791,000   16.85-22.98              -              -        2,000       789,000    November 26, 2004/05
2000           847,500   18.10-24.44              -              -            -       847,500    November 29, 2005/06
            ----------                   ----------     ----------    ---------    ----------
             4,800,400                    1,365,600      1,382,600       35,000     3,382,800
            ==========                   ==========     ==========    =========    ==========
</TABLE>

*      Average exercise price for the 2000 issue is Euro 18.21 while for all
       outstanding options as of April 15, 2001 the average exercise price is
       Euro 23.06.

Option Plan:

<TABLE>
<CAPTION>
                                     2000                             1999                           1998
                                             Weighted                         Weighted                        Weighted
                              shares         average          shares          average          shares         average
                                         exercise price                    exercise price                   exercise price
                                             in Euro                           in Euro                         in Euro
<S>                       <C>            <C>                 <C>           <C>                 <C>          <C>
Outstanding at the          2,561,300           24.60        1,813,500          27.60          1,279,200        23.00
beginning of the year
Granted                       847,500           18.21          791,000          17.35            872,500        31.75
Exercised                     -17,000           10.45          -10,200           8.72           -338,200        20.90
Forfeited                      -9,000           24.72          -33,000          18.33                  0            0
                          ---------------------------------------------------------------------------------------------------
Outstanding at the end
of the year                 3,382,800           23.06        2,561,300          24.60          1,813,500        27.60

Weighted average fair
value of options                 4.18                             4.96                              7.44
granted during the year
in Euro
</TABLE>

For participants outside of The Netherlands, the exercise price of the options
is equal to the opening price quoted for the Oce Ordinary Share on the Euronext
Amsterdam on the day of grant.

Participants domiciled in The Netherlands may choose, at the moment of grant,
between an exercise price equal to the opening price on the Euronext Amsterdam
on such date of grant or a mark-up of 10%, 20% and 35%. This mark-up determines
the income taxes to be paid by the participants. The higher the mark-up, the
lower the taxes to be paid. To cover the income tax payable by Dutch
participants upon grants of the options, loans have been provided which are
repaid upon exercise.

Participation in the Stock Option Plan is subject to regulations aimed at
preventing the misuse of inside information. Participants are prohibited from
trading in Oce options on the AEX Option Exchange and from disposing or pledging
the options that have been granted.
<PAGE>

At November 30, 2000 and 1999 the Executive Directors held no ordinary shares in
Oce and no rights to shares from the 1994 issue of convertible bonds and from
options listed on the AEX Options Exchange, the Supervisory Directors held 2,969
ordinary shares in Oce (1999: 2,876) and no rights to shares from the 1994 issue
of convertible bonds and from options listed on the AEX Options Exchange.

The table below shows the rights granted under this option plan to the members
of the Executive Board:

<TABLE>
<CAPTION>
                        Year      Granted during     At November 30,    Exercise price     Duration until
                                     the year             2000              in Euro
<S>                     <C>       <C>                <C>                <C>               <C>
R.L. van Iperen         1995            24,000                  -              10.45      Nov. 30, 2000
                        1996            50,000                  -              21.05      Nov. 25, 2001
                        1997            50,000             50,000              24.85      Nov. 28, 2002
                        1998            35,000             35,000              30.40      Nov. 29, 2004
                        1999            42,000             42,000              17.02      Nov. 26, 2005
                        2000            42,000             42,000              18.10      Nov. 29, 2006

J.F. Dix                1998            35,000             35,000              30.40      Nov. 29, 2004
                        1999            35,000             35,000              17.02      Nov. 26, 2005
                        2000            35,000             35,000              18.10      Nov. 29, 2006

G.B. Pelizzari          1998            35,000             35,000              30.40      Nov. 29, 2004
                        1999            35,000             35,000              17.02      Nov. 26, 2005
                        2000            35,000             35,000              18.10      Nov. 29, 2006
</TABLE>

The members of Board of Executive Directors together hold 36,000 options which
were granted prior to their appointment to the Executive Board.

Although the Executive Directors and Others, as listed above, hold stock options
for Ordinary Shares, none of these people beneficially own one percent or more
of the outstanding Ordinary Shares.
<PAGE>

Share ownership

Oce N.V. has four classes of authorized capital stock: (i) 145,000,000 Ordinary
Shares, nominal or par value Euro 0.50, of which 85,772,835 shares were
outstanding as of March 31, 2001, (ii) 30 Priority Shares, nominal or par value
Euro 50, of which all 30 shares were outstanding as of March 31, 2001, (iii)
30,000,000 Cumulative Financing Preference Shares, nominal or par value Euro
0.50 (which have been further divided into thirty classes of one million shares
each), of which 20,000,000 shares were outstanding as of March 31, 2001, and
(iv) 175,000 Cumulative Protective Preference Shares, nominal or par value Euro
500, of which no shares are outstanding. As of March 31, 2001, the total
authorized capital of the Company was Euro 175,001,500.

Oce has outstanding American Depository Shares ("ADSs") representing Oce's
Ordinary Shares and evidenced by American Depository Receipts ("ADRs") which
have been deposited with Morgan Guaranty Trust Company of New York as
Depository. The ADRs are publicly traded on The Nasdaq National Market.

As soon as practicable after receipt of notice of any meeting of shareholders or
of holders of Ordinary Shares, the Depositary for the ADRs is required to mail
to each record holder of ADRs a notice containing the information set forth in
such notice of meeting and advising such ADR holder that the holder will be
entitled, subject to any applicable provision of law of The Netherlands and the
Company's Articles of Association, to instruct the Depositary how to vote the
Ordinary Shares represented by such holder's ADRs.

The Depositary will, to the extent practicable, vote Ordinary Shares it holds as
depositary in accordance with instructions received from ADR holders and will
not vote any Ordinary Shares it holds as depositary unless it receives specified
voting instructions. Any holder of one or more ADS will be entitled to attend
(but not vote at) any general meeting of shareholders or of the holders of
Ordinary Shares in accordance with the procedures to be set forth in the notice
from the Depositary and subject to the applicable provisions of the law of The
Netherlands and the Company's Articles of Association.

Oce has entered into arrangements with Foundation Fort Ginkel and the Lodewijk
Foundation that permit these foundations together to exercise control of the
management of the Company and to prevent acquisition of control of the Company
by any person in a transaction not approved by management.

The Lodewijk Foundation currently has the right for an unlimited period to
purchase from the Company, upon request, a number of Cumulative Protective
Preference Shares entitled to a number of votes not more than the total number
of votes of the Ordinary Shares and Cumulative Financing Preference Shares of
the Company outstanding at the time of such request.

The Foundation Fort Ginkel holds all of the Priority Shares. The Company granted
the Lodewijk Foundation an option to buy at any time on the Lodewijk
Foundation's request a number of Cumulative Protective Preference Shares that
when added to the Priority Shares owned by the Foundation Fort Ginkel, would
give the Lodewijk Foundation a majority of the voting power of the outstanding
capital stock of Oce.

Each of the Foundation Fort Ginkel and the Lodewijk Foundation are non-profit
legal entities, but neither are philanthropic organizations. Neither of the
Foundations have shareholders.

The by-laws of the Foundation Fort Ginkel provide that its three directors shall
be the Chairman of the Company's Supervisory Board, the Chairman of the
Company's Executive Board and another member of the Company's Supervisory Board.
Currently, H. B. van Liemt, R.L. van Iperen and M. Ververs are the directors of
the Foundation Fort Ginkel.
<PAGE>

The by-laws of the Foundation Lodewijk provide for two class A directors and
four class B directors. One of the class A directors shall be the Chairman of
the Company's Supervisory Board and the other shall be the Chairman of the
Company's Executive Board (or other persons designated by the Foundation Fort
Ginkel). The by-laws provide that none of the remaining four class B directors
may be a member of the Company's Supervisory or Executive Boards, an advisor or
employee of the Company, a director of the Foundation Fort Ginkel, or a
shareholder who has granted the Foundation Fort Ginkel the right to vote his or
her Ordinary Shares. The by-laws further provide that in the absence of one or
more class B directors the remaining class B directors are entitled to vote on
behalf of the absent member or members. The purpose of this provision is to
ensure that the class B directors will always be entitled to exercise the
majority of voting rights on the Foundation Lodewijk's board of directors.
Currently, the directors are J.J.C. Alberdingk Thijm, J.M.M. Maeijer, Th. Quene,
N.J. Westdijk, H.B. van Liemt and R.L. van Iperen.

In addition to normal voting rights, the holders of the Priority Shares have the
exclusive right to

               .     determine the number of members of the Company's
                     Supervisory and Executive Boards,
               .     make binding nominations for the Company's Supervisory and
                     Executive Directors,
               .     approve the issuance of authorized but unissued shares, and
               .     propose to a general meeting of shareholders changes in the
                     Articles of Association of the Company.

Neither the Foundation Fort Ginkel nor the Lodewijk Foundation have any
significant economic interests in the Company.

The Foundation Stichting Administratiekantoor Preferente Aandelen Oce
("Stichting Foundation") holds all of the Cumulative Financing Preference
Shares. The Stichting Foundation has issued registered depository receipts,
nominal or par value Euro 0.50, to a number of institutional investors. The
Stichting Foundation has five members, three of which are appointed by the
shareholders, one of which is appointed by the holders of the depository
receipts and one member by the Executive Board of the Company.
<PAGE>

Item 7        MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS

Although the Company's shares are issued and held in bearer form, the Company
believes that the following entities own the following shares of its capital
stock as of November 30, 2000:

<TABLE>
<CAPTION>
                                                  Identity of
            Title of Class                       Person or Group              Amount Owned        Percent of Class
            --------------                       ---------------              ------------        ----------------
<S>                                        <C>                                <C>                 <C>
Ordinary Shares                            ING Groep N.V.                        7,343,162*              8.5%

                                           Supervisory Directors                      2,969                 -

Priority Shares                            Stichting Fort Ginkel                  30 shares            100.0%

Cummulative Financing Preference           Foundation Stichting                  20,000,000            100.0%
Shares                                     Administratiekantoor
                                           Preferente Aandelen Oce

Depositary Receipts representing           Rabobank Nederland                     6,000,000             30.0%
Cumulative Financing Preference            Participatie maatschappij B.V.
Shares
                                           Fortis N.V.                            6,000,000             30.0%

                                           ABP-PGGM Capital Holdings N.V.         6,000,000             30.0%

                                           ING Groep N.V.                         2,000,000             10.0%
</TABLE>


*      As of December 31, 2000 according to Schedule 13G as filed by ING Groep
       N.V. on February 14, 2001.
<PAGE>

Item 8        FINANCIAL INFORMATION

The Company's Consolidated Financial Statements are set forth on pages F-1
through F-33.

Under the Articles of Association, the Company is required to pay to the holders
of the Cumulative Protective Preference Shares, if issued, a dividend per share
equal to the percentage of the amount paid on each Cumulative Protective
Preference Share and which percentage is the average of the three month's
EURIBOR (Euro Interbank Offerest Rate) - weighted according to the number of
days during which such percentage was in force - increased or decreased by a
premium or discount to at most two percentage points as fixed by the Executive
Board with the approval of the Supervisory Board. After payment of the dividends
on the Cumulative Protective Preference Shares, the Company is then required to
pay a dividend to the holders of the Cumulative Financing Preference Shares
equal to 6.26% of the amount paid on each Cumulative Financing Preference Share.
This amount may be amended once every 8 years, and the current amount of 6.26%
was established on May 31, 1996. After a dividend has been paid on the
preference shares, the Company is then required to pay a dividend to the holders
of the Priority Shares equal to 4% of the par value of these shares.
Finally, under the law of The Netherlands and under the Company's Articles of
Association, after payment of dividends on the Priority Shares and the
preference shares, the Company is then required to pay to the holders of
Ordinary Shares a minimum cash dividend equal to 5% of the par value of these
shares, divided pro rata among the outstanding Ordinary Shares. In addition, the
Executive Board, with the approval of the Supervisory Board, may set aside in
reserves part or all of the remaining annual profits to be paid as an additional
dividend on the Ordinary Shares and, with the approval of the shareholders, may
also pay an additional dividend out of paid in capital and retained earnings.
With respect to the fiscal year 2000, the Company elected to pay a cash dividend
per Ordinary Share equal to Euro 0,58 per share, which constituted 33,4% of the
Company's net income for 2000. The Company retained the remaining amounts of the
net income in order to preserve available financing for the future development
of the Company.

Since November 1996 Oce and Siemens were involved in a lawsuit brought before a
court in Florida relating to alleged violations infringement of antitrust laws.
All parties concerned discontinued these proceedings in September 2000. The
financial consequences of this settlement for Oce were negligible and have been
included in the Consolidated Statements of Operations.

The Company through its subsidiaries is involved in several other legal
proceedings relating to the normal conduct of its business. The Company does not
expect any liability arising from these proceedings to have a material effect on
its results of operations, liquidity, capital resources or financial position.
The Company believes that it has provided for all probable liabilities.
<PAGE>

Item 9        THE OFFER AND LISTING

Since 1958, the year in which the Company's stock became publicly traded, the
principal market for the Company's Ordinary Shares has been the Amsterdam Stock
Exchange. The Company's Ordinary Shares are also listed on the stock exchanges
in Dusseldorf, Frankfurt am Main and Switzerland on the Electronic Stock
Exchange (EBS).

In the United States, ADSs, representing Oce's Ordinary Shares and evidenced by
ADRs, have been quoted and traded on The Nasdaq National Market under the symbol
"OCENY" since November 8, 1984. Morgan Guaranty Trust Company of New York is the
depositary for the ADRs (the "Depositary"). One Oce ADS represents one Oce
Ordinary Share. Less than 1% of the outstanding Ordinary Shares are represented
by ADSs.

Because Ordinary Shares are in bearer form the number of beneficial owners of
Ordinary Shares is not known to the Company.

The table below sets forth for the Company's periods indicated (a) the high and
low sales prices of Oce's Ordinary Shares (expressed in Euros) on the Amsterdam
Stock Exchange as reported by the "Officiele Prijscourant", the official daily
newspaper of the Amsterdam Stock Exchange, and (b) the low bid and high asked
prices of Oce ADSs (expressed in dollars) on The Nasdaq National Market.

<TABLE>
<CAPTION>
                                                 Amsterdam Stock Exchange                     Nasdaq
                                                  Euro per Ordinary Share                    $ per ADS
                                          -----------------------------------    -----------------------------------
                                                      High               Low          High Asked            Low Bid
                                          ----------------    --------------     ---------------    ---------------
<S>                                       <C>                 <C>                <C>                <C>
Annual highs and lows
1996                                                 22.44             10.85               28.56              14.75
1997                                                 30.11             20.42               33.50              29.75
1998                                                 40.93             18.47               45.13              22.25
1999                                                 35.00             14.00               40.25              15.25
2000                                                 18.90             11.55               17.75              12.00
Quarterly highs and lows
1999          First quarter                          35.00             23.25               40.25              26.12
              Second quarter                         28.65             22.75               29.75              24.50
              Third quarter                          26.70             18.90               30.00              20.50
              Fourth quarter                         20.35             14.00               21.75              15.25

2000          First quarter                          17.80             11.55               17.75              12.00
              Second quarter                         16.00             12.20               15.38              12.38
              Third quarter                          17.90             14.75               16.50              13.50
              Fourth quarter                         18.90             16.80               16.63              14.13
Monthly highs and lows
2000          June                                   17.90             14.75               16.38              13.50
              July                                   17.65             15.60               16.50              14.88
              August                                 16.90             15.10               15.50              13.75
              September                              18.80             16.80               16.00              14.63
              October                                18.90             16.90               16.63              14.13
              November                               18.35             17.05               15.75              14.63
2001          December                               18.85             16.30               16.50              15.25
              January                                18.45             16.25               17.19              15.50
              February                               18.90             17.05               17.50              15.75
              March                                  18.85             13.60               16.88              12.63
</TABLE>
<PAGE>

Item 10      ADDITIONAL INFORMATION

Memorandum and articles of association

Oce N.V. is organized under the corporation law of The Netherlands. The
Company's objects are described in Article 2 of the Company's Articles of
Association, an English translation of which has been filed as Exhibit 1 to this
report. Any references to the Articles of Association should be read in
conjunction with the Articles, as filed.

Directors

The Company is managed by a Board of Executive Directors, all of whom are
employees of the Company, whose activities are generally supervised by a Board
of Supervisory Directors, none of whom are employees of the Company.

In the event that an Executive Director is acting in his private capacity or has
a conflicting interest with the Company, the Articles of Association require
such Executive Director to be represented by a Supervisory Director or one of
the other Executive Directors.

The number of Supervisory Directors and Executive Directors is determined from
time to time by the holders of the Priority Shares. In addition, the holders of
the Priority Shares have the right to make the binding nominations for
Supervisory and Executive Directors, and the shareholders of the Company have
the right to fill any vacancies on the Supervisory and Executive Boards,
typically at the next annual general meeting of shareholders after the vacancy
exists. In the case of binding nominations, the right of the holders of Priority
Shares may be overruled by a vote of two-thirds of the votes cast which vote
must be more than a majority of all votes which all shareholders are entitled to
cast. At each annual general meeting of shareholders, at least one Supervisory
Director must resign; however, a Supervisory Director who has not reached the
age of 70 may be immediately re-appointed. Each member of the Board of Executive
Directors will serve until resignation (which is agreed at the age of 62), death
or removal, with or without cause, by the shareholders. Except on a proposal by
the holders of the Priority Shares, no Supervisory or Executive Director may be
removed without a vote of two-thirds of the votes cast which vote must be more
than a majority of all votes which all shareholders are entitled to cast.

The remuneration of the Supervisory Board is fixed by the annual general meeting
of shareholders, and the remuneration of the Executive Directors is fixed by the
remuneration committee of the Supervisory Board.

Shares

As more fully described in "Share Ownership" under Item 6, the Company has four
classes of stock: Ordinary Shares, Priority Shares, Cumulative Financing
Preference Shares and Cumulative Protective Preference Shares. In addition, the
Company has outstanding ADSs, which represent Ordinary Shares.

The requirements under the Articles of Association and the Company's related
policy regarding the payment of dividends is set forth in "Financial
Information" in Item 8.

Each class of stock has the following voting rights at the general meeting of
shareholders:

             .  Cumulative Protective Preference Shares -- Each holder has 1,000
                votes per share;

             .  Cumulative Financing Preference Shares -- Each holder has 1 vote
                per share;

             .  Priority Shares -- Each holder has 100 votes per share;

             .  Ordinary Shares -- Each holder has 1 vote per share.

The voting rights of the holders of the ADSs is described in "Share ownership"
in Item 6.

Liquidation Rights

         In the event of liquidation of the Company, the assets remaining after
payment of all debts, liquidation expenses and taxes are to be distributed in
the following order of priority: to the holders of preference shares, if any,
the nominal value of their shares, or in the case of not fully-paid shares, the
amount paid thereon, plus any shortfall in dividends; to the holders of Priority
Shares, the nominal value of their shares; and the residue, if any, to the
holders of Ordinary Shares in proportion to the nominal value of the shares held
by them.
<PAGE>
Changes in the Rights of Shareholders

The Articles of Association may only be amended at any general meeting of
shareholders by a majority of the votes cast, but only if the amendment has been
proposed by the holders of the Priority Shares.

General Meetings of Shareholders

General meetings will be convened by the Executive Board not later than on the
15th day prior to such meeting. All holders of registered shares will be
admitted after written notification to the Company and holders of bearer shares
will be admitted by showing a voucher of deposit of the shares. The Company is
required to hold an annual general meeting of shareholders within 5 months after
the end of each fiscal year of the Company.

There are no limitations under Dutch law or in the Company's Articles of
Association on the right of persons who are not citizens or residents in The
Netherlands to hold or vote Ordinary Shares. See also "Share ownership" under
item 6.

The Company's Articles of Association do not require shareholders to disclose
their shareholdings. The Substantial Shareholders Notification Act (WMZ) however
requires holders of voting securities of a corporation whose shares are listed
on a Stock Exchange to notify the Stichting Toezicht Effectenverkeer (Dutch
Securities Board) of the number of shares they hold if that number reaches
exceeds or falls below specified thresholds. These thresholds are 5%, 10%, 25%,
50% and 66 2/3% of the Company's outstanding voting rights.

Repurchase by the Company of its Own Shares

         Subject to certain restrictions contained in Netherlands law and the
Company's Articles of Association, the Board of Executive Directors may cause
the Company to purchase its own fully-paid shares up to 10% of the outstanding
shares of capital stock, based upon nominal value, at the time of purchase. Such
purchases may be made only upon authorization of shareholders, which
authorization is valid for at most eighteen months and must include the number
and class of shares to be acquired, the way in which they may be acquired and
the limits within which the purchase price may be determined.

Liability to Further Calls or Assessments

         All outstanding Ordinary Shares are, when issued and paid for, fully
paid and non-assessable.

Issuance of Additional Shares

         Subject to approval of the Board of Supervisory Directors and the
holders of Priority Shares, shares of the Company's authorized but unissued
capital stock may be issued at such times and on such conditions as may be
authorized by the shareholders at a general meeting or by the Executive
Directors if authorized by the shareholders. Such authorization to the Board of
Executive Directors may be given for a maximum period of five years.

         Except for certain issues of Ordinary Shares in a merger, in exchange
for property or to employees, the holders of Ordinary Shares have preemptive
rights with regard to Ordinary Shares to be issued, pro rata based on the number
of their Ordinary Shares. Holders of Priority Shares and holders of preference
shares have no preemptive rights in respect of any Ordinary Shares to be issued.

         Preemptive rights in respect of Ordinary Shares may be limited or
precluded by resolution of a general meeting of shareholders. In the notice of
the meeting, the reasons for the proposal and the intended issue price must be
explained in writing. Preemptive rights may, subject to the approval of the
Priority Shareholders and of the Board of Supervisory Directors, also be limited
or precluded by the Board of Executive Directors by a resolution of a general
meeting conferring such power for a maximum of five years. The power may from
time to time be extended, but never for a period longer than five years.

Certificates for Shares and their Transfer

         Certificates evidencing Ordinary Shares are issuable only in bearer
form. The ownership of bearer shares is transferred by delivery of the share
certificates. Ownership of Priority Shares and preference shares are registered
in a register maintained by the Executive Board.
<PAGE>

Material contracts

Not applicable.

Exchange controls

There are no legislative or other legal provisions currently in force in The
Netherlands or arising under the Company's Articles of Association restricting
remittances of dividends, interest or other payments to non-resident holders of
securities of the Company. Cash dividends payable in Euros on Ordinary Shares of
the Company may be officially transferred from The Netherlands and converted
into any other currency. There are no limitations, under the laws of The
Netherlands or the Company's Articles of Association, on the right of foreigners
to hold or vote the Company's Ordinary Shares.

Taxation

The statements below are only a summary of current tax laws of The Netherlands
and the Tax Convention of December 18, 1992 between the United States of America
and The Netherlands (the "US Tax Treaty") and are not to be read as extending by
implication to matters not specifically referred to herein. As to individual tax
consequences, investors in Oce Ordinary Shares or Oce ADRs should consult their
own tax advisors.

Withholding tax

In general, a cash dividend distributed by a company resident in The Netherlands
(such as the Company) is subject to a withholding tax imposed by The Netherlands
at a rate of 25%. Stock dividends are generally not subject to the above
mentioned withholding tax.

Pursuant to the provisions of the US Tax Treaty, dividends paid by the Company
to a shareholder who is a resident of the United States, are generally eligible
for a reduction in the Dutch withholding tax rate to 15%, unless (i) the
beneficial owner of the dividends carries on business in The Netherlands through
a permanent establishment, or performs independent personal services in The
Netherlands from a fixed base, and the Ordinary Shares form part of the business
property of such permanent establishment or pertain to such fixed base (in which
case, the dividends are included with the owner's other business income for the
Netherlands tax purposes and are not subject to the Netherlands withholding
tax), or (ii) the beneficial owner of the dividends is not entitled to the
benefits of the US Tax Treaty under the "treaty-shopping" provisions thereof.
Dividends paid to qualifying exempt US pension trusts and qualifying exempt US
organizations are exempt from Dutch withholding tax under the US Tax Treaty.
However, qualifying exempt US organizations must accept payment of the dividend
net of the 25% withholding tax and then apply for a refund.

For US tax purposes, the gross amount (including the withheld amount) of
dividend distributed on Ordinary Shares will be dividend income to the US
shareholder, not eligible for the dividends received deduction generally allowed
to corporations. However, subject to certain conditions and limitations, the
Dutch withholding tax will be treated as a foreign income tax that is eligible
for credit against the shareholder's US income taxes.
<PAGE>

Capital gains

Capital gains upon the sale or exchange of Ordinary Shares or ADS by a non-
resident individual or corporation are exempt from Dutch income tax, corporation
tax or withholding tax, unless (i) such gains are effectively connected with a
permanent establishment of the shareholder's trade or business in The
Netherlands or (ii) are derived from a direct, indirect or deemed substantial
participation in the share capital of a company (such substantial participation
not being a business asset). In general, an individual has a substantial
participation if he holds either directly or indirectly and either independently
or jointly with his spouse or steady partner, at least 5% of the total issued
share capital or particular class of shares of a company. For determining a
substantial participation, other shares held by close relatives are taken into
account. The same applies to options to buy shares. Generally, a deemed
substantial participation exists if (in part) a substantial participation has
been disposed of, or is deemed to have been disposed of, on a non-recognition
basis. Under the US Tax Treaty however, The Netherlands may only tax a capital
gain derived from a substantial participation if the selling holder has been a
resident of The Netherlands at any time during the five-year period preceding
the sale, and owned at the time of sale either alone or together with relatives,
at least 25% of any class of shares.

Net wealth tax

No net wealth tax is imposed by The Netherlands in respect of Ordinary Shares
owned by non-resident corporations. A non-resident individual shareholder is not
subject to The Netherlands net wealth tax unless he has a permanent
establishment in The Netherlands and the Ordinary Shares are effectively
connected with that permanent establishment.

Estate and gift taxes

Except where Ordinary Shares are attributable to a permanent establishment or
permanent representative of the shareholder in The Netherlands, no estate,
inheritance or gift taxes are imposed by The Netherlands on the transfer of
Ordinary Shares if, at the time of death or the transferor the shareholder or
transferor is not a resident of The Netherlands.

Under Dutch law, inheritance or gift taxes (as the case may be) are due,
however, if such shareholder or transferor:

     .  is a Dutch national and has been a resident of The Netherlands at any
        time during the ten years preceding death or transfer; or

     .  is not a Dutch national but has been a resident of The Netherlands at
        any time during the twelve months immediately preceding the transfer
        (for The Netherlands gift taxes only).

Document on display

Copies of the documents concerning the Company referred to herein may be
obtained by writing to the Secretary of the Company. In addition the annual
report in Dutch as well in Englisch are available on request from the secretary
of the Company. The annual report is also published on the Company's web site
at: http://www.oce.com
<PAGE>

Item 11      QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information provided in this Item 11 may constitute "forward looking
statements", which are discussed in Item 3.

As a global business, Oce faces market risks with respect to foreign exchange
rates and interest rate risks. Financial instruments are used to hedge against
the financial risks that are inherent to the Company's underlying commercial
activities. The following analysis presents the hypothetical loss in earnings,
cash flows, or fair value of the financial instruments and derivative
instruments which were held by the Company at November 30, 2000 and 1999 and are
sensitive to changes in interest rates, foreign exchange rates and commodity
prices. The Company uses interest rate swaps and foreign-exchange hedge
contracts to manage the primary market exposures associated with the underlying
assets, liabilities, and anticipated transactions to reduce risk by offsetting
market exposures. In the normal course of business, the Company also faces risks
that are either non financial or non quantifiable, which principally include
country risk and credit risk and are not represented in the following analyses.

Foreign Exchange Risks

Oce achieves revenue world-wide, with a majority of its revenue from Europe and
the United States. In addition, a considerable portion of the Company's costs
are also incurred in the currencies where the sales occur (such as the dollar,
Euro and Pound Sterling). Oce also has costs denominated in Japanese yen for the
purchase of product sub-assemblies and complete machines which supplement its
product range.

Oce attempts to offset the effects of exchange rate fluctuations over the long
term by buying, where possible, in the same currency in which the revenues are
achieved ("matching principle") and by raising the local added value content.
With respect to the revenues from service, Oce's foreign exchange risk is
limited because most of the costs, consisting of the payroll expenses of the
service technicians, are in local currency.

The Company also attempts to offset the short-term consequences of foreign
exchange fluctuations through an active currencies management policy. The
Company has a central foreign exchange management policy and a selective foreign
currency policy aimed at controlling operating income and investments held in
foreign currencies. For this purpose, the Company uses a number of financial
instruments, particularly forward foreign exchange contracts, which are listed
in Note 21 to the Consolidated Financial Statements attached hereto. The
contract value and the result of forward foreign exchange contracts as of
November 30, 2000 and 1999, respectively, were:

     .  For cash flows, in 2000, Euro 347.2 million and Euro -30.8 million, and
        in 1999, Euro 230.4 million and Euro -13.3 million; and

     .  For investments, in 2000, Euro 442.5 million and Euro -5.3 million, and
        in 1999, Euro 317.3 million and Euro -8.4 million.

The following analysis presents the hypothetical loss on operating profit if the
foreign currencies change compared with the Euro. Based on the Company's
estimate of future foreign exchange rate development, it closes hedge contracts
for 70 and 90 percent of anticipated intercompany sales for dollars and related
currencies and Pound Sterling, respectively. With respect to all currencies
other than the Euro in which intercompany sales are denominated, a 10% overall
change (decrease) compared with the Euro will have a negative impact of Euro 4
million on operating profit assuming that no other measures will be taken for as
protective measures against such a decrease.
<PAGE>

Interest Rate Risk

Most of the Company's interest revenues originate from market placements of
machines under financial lease contracts as described in Item 1. Oce financial
lease contracts usually contain a fixed interest which corresponds to the rates
charged by external leasing businesses. These contracts are generally financed
by interest-bearing capital with an interest rate fixed for the duration of the
contracts.

Oce uses interest rate instruments to manage its risk related fixed and variable
interest exposures, which are listed in Note 21 to the Consolidated Financial
Statements attached hereto.. Oce's primary objective is to prevent a disparity
between the portfolio of rentals and leases and the financing obtained by the
Company to support the portfolio of the Company. Oce's goal is to achieve a
ratio of 80% between the fixed-interest assets and liabilities. As of November
30, 2000 and 1999, the contract value/notional principal amount and the market
value of interest rate instruments were as follows (in millions):

     .  interest rate swap contracts: Euro 1,435.4 and Euro 9.4 (1999: Euro
        1,493.5 and Euro 15.5);

     .  interest rate cap contract: Euro nil and Euro nil (1999: Euro nil and
        Euro nil);

     .  interest/foreign exchange swap: Euro nil and Euro nil (1999: Euro nil
        and Euro nil);

     .  interest swap option: Euro nil and Euro nil (1999: Euro 4.5 and Euro -
        0.2).

The following analysis presents the hypothetical loss in earnings of those
financial instruments and derivative instruments held by the Company at November
30, 2000 which are sensitive to changes in interest rates. The aggregate
hypothetical loss in earnings on an annual basis on all financial instruments
and derivative instruments that would have resulted from a hypothetical increase
of 10 percent, sustained for one year, is estimated to be Euro 1.2 million.

Other risk

The Company is also exposed to risk due to fluctuations of the purchase price of
paper. This risk typically has a limited effect on the Company's gross margin
because the cost increases are passed on to customers via sales price increases.

Since January 1, 1999, Oce has been in a position to conclude contracts in
Euros. Some of the Company's operating subsidiaries continue to account for
revenue in local currencies. The Company has prepared a conversion program if
they decide to switch to Euros. In general Oce is ready to use the Euro as a
currency in any form.

Credit risks are reduced by doing business solely with financial institutions
which have a high credit rating, with fixed limits being applicable to each
institution.

Item 12      DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

             Not applicable
<PAGE>

PART II

Item 13      DEFAULTS, DIVIDEND ARREARAGES AND DELINGUENCIES

None.


Item 14      MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS
             AND USE OF PROCEEDS

None.

Item 15

Reserved.

Item 16

Reserved.
<PAGE>

Part III

Item 17      FINANCIAL STATEMENTS

See Item 19.

Item 18      FINANCIAL STATEMENTS

Not applicable.

Item 19      FINANCIAL STATEMENTS AND EXHIBITS

(a) The following financial statements are being filed as part of this annual
    report:

                                                                   Page
                                                                   ----
             Report of independent auditors                        F-2
             Consolidated statements of operations                 F-3
             Consolidated balance sheets                           F-4
             Consolidated statements of cash flows                 F-6
             Notes to consolidated financial statements            F-8

             Schedule:
             Valuation and qualifying accounts
             See also "Table of Contents to Consolidated Financial Statements"
             on page F-1.

(b) The following exhibits are being filed as part of this annual report:

             1             Articles of Association as confirmed by notarial deed
                           as of April 9, 1999 (English translation).
             8             Subsidiaries of Oce N.V.
             10            Pages 8 through 50, 87 through 89 and 94 through 95
                           from the Annual Report 2000, which have been modified
                           and translated into English from Dutch, are
                           incorporated herein by reference.
<PAGE>

                           OCE N.V. AND SUBSIDIARIES



            TABLE OF CONTENTS TO CONSOLIDATED FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                                                                                       Page
     <S>                                                                              <C>
      Report of Independent Auditors                                                   F-2

      Consolidated Statements of Operations for the years ended November 30,
      1998, 1999 and 2000                                                              F-3

      Consolidated Balance Sheets as of November 30, 1999 and 2000                     F-4

      Consolidated Statements of Cash Flows for the years ended November 30,
      1998, 1999 and 2000                                                              F-6

      Notes to Consolidated Financial Statements                                       F-8

      Schedule:

      II Valuation and qualifying accounts as of November 30, 1998, 1999 and 2000      F-34
</TABLE>

                                      F-1
<PAGE>

                      REPORT OF THE INDEPENDENT AUDITORS

To the Board of Directors of Oce N.V.:

In our opinion, the accompanying consolidated financial statements listed in the
index appearing on F-3 to F-34 present fairly, in all material respects, the
financial position of Oce N.V. and its subsidiaries at November 30, 2000 and
1999, and the results of their operations and their cash flows for each of the
three years in the period ended November 30, 2000 in conformity with accounting
principles generally accepted in the Netherlands (which differ in certain
material respects from generally accepted accounting principles in the United
States of America - see Note 23). These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 23 to the accompanying consolidated financial statements,
the Company has restated its US GAAP reconciliation of its financial statements
for the years ended November 30, 1999, and 1998.

PricewaterhouseCoopers N.V.

Eindhoven, the Netherlands
January 29, 2001

                                      F-2
<PAGE>
                            OCE N.V. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                                            Years ended November 30,
                                                                            ------------------------
                                                              1998             1999              2000             2000
                                                              ----             ----              ----             ----
                                                                  (in thousands except per share amounts)
                                                              Euro             Euro              Euro                $
<S>                                                     <C>              <C>               <C>              <C>
Net sales                                                1,646,185        1,647,233         1,892,829        1,645,625
Rentals and service                                      1,016,506        1,091,050         1,215,612        1,056,853
Interest from financial leases                              89,853          100,142           115,491          100,408
                                                      ------------     ------------      ------------     ------------
Total revenues                                           2,752,544        2,838,425         3,223,932        2,802,886

Cost of sales                                              914,440          907,113         1,072,521          932,450
Cost of rentals and service                                668,007          716,299           802,302          697,521
                                                      ------------     ------------      ------------     ------------
Gross margin                                             1,170,097        1,215,013         1,349,109        1,172,915

Selling expenses                                           621,038          656,823           707,366          614,984
Research and development expenses                          170,112          174,380           190,059          165,237
General and administrative expenses                        133,747          135,685           169,321          147,208
                                                      ------------     ------------      ------------     ------------
                                                           924,897          966,888         1,066,746          927,429
                                                      ------------     ------------      ------------     ------------
Operating income                                           245,200          248,125           282,363          245,486

Financial expense (net) (Note 17)                           61,018           58,989            60,702           52,774
                                                      ------------     ------------      ------------     ------------
Income before income taxes, equity in
income of unconsolidated companies
and minority interest                                      184,182          189,136           221,661          192,712

Income taxes (Note 16)                                      53,446           54,912            67,166           58,394

Income before equity in income of
unconsolidated companies and minority interest             130,736          134,224           154,495          134,318

Equity in income of unconsolidated companies                   820              376               229              199
                                                      ------------     ------------      ------------     ------------
Income before minority interest                            131,556          134,600           154,724          134,517

Minority interest in net income of subsidiaries              2,507            2,675             2,983            2,593
                                                      ------------     ------------      ------------     ------------

Net income before exceptional items                        129,049          131,925           151,741          131,924

Exceptional items (net of tax)                                   -          -55,250                 -                -
                                                      ------------     ------------      ------------     ------------

Net income                                                 129,049           76,675           151,741          131,924

Dividend preference shares                                   3,551            3,551             3,551            3,088
                                                      ------------     ------------      ------------     ------------
Net income attributable to holders of
ordinary shares                                            125,498           73,124           148,190          128,836

Basic earnings per ordinary share                             1.53             0.88              1.76             1.53
                                                      ============     ============      ============     ============
Net income in accordance
with US GAAP (Note 23, restated)                           109,654           74,434           108,874           94,653
                                                      ============     ============      ============     ============
Earning per ordinary

share in accordance with US GAAP (Note 23)
     Basic (restated)                                         1.29             0.86              1.25             1.08
                                                      ============     ============      ============     ============
     Diluted (restated)                                       1.27             0.85              1.23             1.07
                                                      ============     ============      ============     ============
</TABLE>
All figures of 1998 are restated in Euros.

                See Notes to Consolidated Financial Statements.

                                      F-3
<PAGE>

                           OCE N.V. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                November 30,
                                                                ------------
                                                  1999             2000             2000
                                                  ----             ----             ----
                                                              (in thousands)
                                                  Euro             Euro                $

A S S E T S

CURRENT ASSETS:
   <S>                                      <C>              <C>              <C>
    Cash and cash equivalents (Note 2)          36,854           21,125           18,366
    Prepaid expenses                            20,224           27,693           24,076
    Accounts receivable (Note 3)             1,106,347        1,226,788        1,066,570
    Inventories (Note 4)                       395,342          442,409          384,630
                                           -----------      -----------      -----------
    Total current assets                     1,558,767        1,718,015        1,493,642


FIXED ASSETS:

    Property, plant and equipment
    (Notes 5 and 14)                           449,808          445,492          387,310
    Rental copying equipment (Note 6)          257,198          233,475          202,983
                                           -----------      -----------      -----------
    Tangible fixed assets - net                707,006          678,967          590,293

    Unconsolidated companies                     4,367            4,321            3,757
    Financial lease receivables (Note 7)       624,151          732,283          636,647
    Other long term assets                      21,837           21,897           19,037
                                           -----------      -----------      -----------

       Total fixed assets                    1,357,361        1,437,468        1,249,734
                                           -----------      -----------      -----------

       TOTAL ASSETS                          2,916,128        3,155,483        2,743,376
                                           ===========      ===========      ===========
</TABLE>


                See Notes to Consolidated Financial Statements.

                                      F-4
<PAGE>
                            OCE N.V. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                       November 30,
                                                                                       ------------
                                                                         1999             2000             2000
                                                                         ----             ----             ----
                                                                      (in thousands except share amounts)
                                                                         Euro             Euro                $
CURRENT LIABILITIES:
   <S>                                                               <C>              <C>              <C>
    Borrowings under bank lines of credit                              51,167           15,914           13,836
    (Note 8)
    Short term borrowings (Note 8)                                    178,444          201,397          175,095
    Current portion of long term debt (Note 10 and 11)                 73,189          148,664          129,249
    Accounts and notes payable
       Trade                                                          159,791          167,834          145,915
       Value added taxes, social security
       and other taxes payable                                         58,304           54,950           47,773
       Pension liabilities                                              1,227            2,495            2,169
       Dividend                                                        15,195           40,326           35,059
       Other                                                           55,385           56,613           49,219
    Income taxes (Note 16)                                               -425           -9,139           -7,945
    Accrued liabilities
       Salaries and payroll taxes                                     133,084          144,432          125,569
       Other                                                          124,958          118,083          102,661
    Deferred income (Note 9)                                           41,067           50,150           43,600
                                                                    ---------        ---------        ---------
       Total current liabilities                                      891,386          991,719          862,200
                                                                    ---------        ---------        ---------
LONG TERM DEBT:
    Subordinated debenture bonds (Note 10)                             10,011                -                -
    Other (Note 11)                                                   874,245          853,577          742,100
                                                                    ---------        ---------        ---------
       Total long term debt                                           884,256          853,577          742,100
                                                                    ---------        ---------        ---------
LONG TERM LIABILITIES (PROVISIONS):
    Deferred income taxes (Note 16)                                    31,728           31,376           27,278
    Self insurance franchise                                            1,815            1,815            1,578
    Retirement benefits and severance payments                        160,441          188,096          163,531
    Development credits                                                 2,799              142              123
    Reorganization provision                                           60,628           27,776           24,149
    Other                                                              22,957           29,669           25,794
                                                                    ---------        ---------        ---------
       Total long term liabilities (provisions)                       280,368          278,874          242,453
                                                                    ---------        ---------        ---------
COMMITMENTS AND CONTINGENT LIABILITIES
    (Note 13)

MINORITY INTEREST                                                      42,213           41,868           36,400

SHAREHOLDERS' EQUITY (Note 12):

    Priority shares                                                         2                2                1
       (30 with a nominal or par value(a)50)
    Ordinary shares (86,674,380)                                       42,225           43,337           37,677
       with a nominal or par value(a)0.50)
    Financing Preference shares
    (20,000,000 with a nominal or par value(a)0.50)                    10,000           10,000            8,694
    Paid-in capital                                                   502,695          505,387          439,384
    Revaluation account                                                27,597           27,091           23,553
    Legal reserve                                                       1,734            1,750            1,522
    Retained earnings                                                 266,052          374,482          325,575
    Accumulated translation adjustment                                -32,400           27,395           23,817
                                                                    ---------        ---------        ---------
       Total shareholders' equity                                     817,905          989,445          860,223
                                                                    ---------        ---------        ---------
       TOTAL LIABILITIES &
           SHAREHOLDERS'EQUITY                                      2,916,128        3,155,483        2,743,376
                                                                    =========        =========        =========
</TABLE>
                See Notes to Consolidated Financial Statements.

                                      F-5
<PAGE>

                           OCE N.V. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                Years ended November 30,
                                                              1998             1999              2000             2000
                                                              ----             ----              ----             ----
                                                                                  (in thousands)
                                                              Euro             Euro              Euro                $
<S>                                                        <C>               <C>              <C>              <C>
CASH AND CASH EQUIVALENTS, BEGINNING
OF YEAR                                                     28,095           18,294            36,854           32,041

CASH FLOW FROM OPERATING ACTIVITIES:
    Net income                                             129,049           76,675           151,741          131,924
    Adjustments to reconcile net income to
    cash flow generated by operating activities:
    Depreciation                                           171,305          187,379           194,487          169,087
    Additions to rental copying equipment                 -168,129         -167,830          -179,474         -156,035
    Proceeds from sale of rental copying equipment          55,444           61,299            99,564           86,561
    Financial lease receivables                            -50,334          -17,591           -46,573          -40,490
    Equity in income of unconsolidated companies              -522             -190                -5               -4
    Increase in long term liabilities (provisions)         -20,229           66,953           -27,124          -23,582
    Net change in other working capital accounts *         -39,890         -153,325          -153,460         -133,419
                                                          --------         --------          --------         --------
    Total cash flow from operating activities               76,694           53,370            39,156           34,042

CASH FLOW FROM INVESTING ACTIVITIES:
    Additions to property, plant and equipment            -113,042         -115,227          -114,309          -99,380
    Other investments                                       -2,120            1,408               283              246
    Proceeds from sale of property, plant
    and equipment                                           25,959           34,205            49,630           43,148
    Investment grants released related to
    property, plant and equipment                              -53                -                 -                -
    Acquisition of unconsolidated companies                 -1,021             -117               -85              -74
    Movement from unconsolidated companies to
    consolidated companies                                       -             -729               534              464
    Proceeds from disposition of unconsolidated
    companies                                                1,404                -                 6                6
    Acquisition net asset value (net of cash)                7,277           -4,797             7,677            6,674
    Goodwill (Note 1 and Note 21)                          -69,442           -5,088            -1,667           -1,449
                                                        ----------       ----------         ---------        ---------
    Total cash flow from investing activities             -151,038          -90,345           -57,931          -50,365

CASH FLOW FROM FINANCING ACTIVITIES:
    Proceeds from long term debt                           170,381          141,541           195,579          170,036
    Repayment of long term debt                            -42,304         -130,256          -231,059         -200,883
    Borrowings and current portion
    of long term debts                                     -44,740           82,145            63,175           54,924
    Issue of new shares                                     16,368                -                 -                -
    Purchase of shares                                     -13,619          -11,739               -74              -64
    Dividends paid                                         -45,209          -48,032           -19,108          -16,612
    Optional dividend                                       23,985           28,035             2,685            2,334
    Increase (decrease) in minority interest                  -560            1,907              -344             -299
    Other                                                     -242             -102            -1,992           -1,732
                                                        ----------       ----------         ---------        ---------
    Total cash flow from financing activities               64,060           63,499             8,862            7,704

    Effect of exchange rate changes                            483           -7,964            -5,816           -5,056

CASH AND CASH EQUIVALENTS, END OF YEAR                      18,294           36,854            21,125           18,366
</TABLE>

    All figures of 1998 are restated in Euros.

                See Notes to Consolidated Financial Statements.

    *See details on next page

                                      F-6
<PAGE>

                           OCE N.V. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                  Years ended November 30,
                                                              1998             1999              2000             2000
                                                              ----             ----              ----             ----
                                                                                     (in thousands)
                                                              Euro             Euro              Euro                $
<S>                                                        <C>              <C>               <C>              <C>
SPECIFICATION OF NET CHANGE IN OTHER
WORKING CAPITAL ACCOUNTS:
    Inventories                                              1,857          -21,863           -43,557          -37,869
    Accounts receivable
    (excluding Financial leases)                           -18,147         -102,684           -67,534          -58,714
    Financial leases                                       -68,243          -49,823           -40,870          -35,532
    Prepaid expenses                                        -9,386            6,509            -7,469           -6,494
    Trade accounts payable                                  12,768           -2,151             7,419            6,450
    Income taxes                                            16,405          -21,204            -8,714           -7,576
    Value added taxes, social security
    and other taxes payable                                  6,300           12,537            -3,353           -2,915
    Pension liabilities                                     -1,074             -127             1,268            1,102
    Other liabilities                                        5,528           -7,672             1,196            1,040
    Accrued liabilities                                     16,622           35,678              -929             -808
    Deferred income                                         -2,520           -2,525             9,083            7,897
                                                         ---------       ----------        ----------       ----------
                                                           -39,890         -153,325          -153,460         -133,419



    Supplemental cash flow information:

    Income taxes paid                                       26,947           21,224            64,565           56,133
    Interest received                                       30,452           43,818            55,698           48,424



    Non cash transactions:

    Non cash stock dividend                                 23,984           28,035             2,685            2,335
    Conversion of convertible bonds into
    share capital                                          -14,481           -2,093            -3,805           -3,308
    Converted into share capital                            14,481            2,093             3,805            3,308
</TABLE>

    All figures of 1998 are restated in Euros.

                See Notes to Consolidated Financial Statements

                                      F-7
<PAGE>

                           OCE N.V. AND SUBSIDIARIES
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Summary of significant accounting principles

     The accompanying Consolidated Financial Statements have been prepared in
     accordance with accounting principles generally accepted in the
     Netherlands. These accounting principles differ in certain material
     respects from accounting principles generally accepted in the United States
     of America ("US GAAP"). For a description of the significant differences
     and the related approximate effect on the Consolidated Financial
     Statements, see Note 23 to Consolidated Financial Statements. Amounts in
     the accompanying Consolidated Financial Statements have been stated in
     Euro, the currency of the Netherlands, the country in which Oce N.V. is
     incorporated.

     The dollar amounts at November 30, 2000 and for the period then ended have
     been presented solely for the convenience of readers of these financial
     statements in the United States and have been translated from Euros at the
     rate of $ 0.8694 per Euro 1, the Noon Buying Rate on November 30, 2000.
     Such translation should not be construed as a representation that the Euro
     amounts could be converted into dollars at this or any other rate.

     Previously presented financial statements, which were denominated in Dutch
     guilders, have been translated for comparison reasons into Euros using the
     irrevocably fixed conversion rate applicable since January 1, 1999 (Euro 1
     = NLG 2.20371).

     New accounting principles applied

     Compared to the previous financial year, the accounting principles used for
     the calculation of deferred taxation on land have been changed due to the
     introduction of international legislation. In the past no provision was
     made for deferred tax liabilities relating to the difference between the
     valuation for commercial purposes and that for tax purposes. Since this
     difference mainly stems from commercial revaluations made in previous
     years, the costs of this change have largely been charged to the
     Revaluation reserve.

     Proposed changes in accounting principles

     With effect from the new financial year goodwill paid upon acquisitions
     will be capitalized and written off over its expected lifetime, subject to
     a maximum of 20 years. Previously goodwill was charged direct to
     Shareholders' equity. In addition, both the external and internal costs of
     the development of software for internal operational use will be
     capitalized and included under intangible fixed assets provided that these
     systems comply with success criteria. Both these changes have been made in
     order to comply with international legislation.

     Principles of consolidation

     The Consolidated Financial Statements include the accounts of the parent
     company, Oce N.V., and its subsidiaries (the "Company"). An entity is
     regarded as a subsidiary if Oce directly or indirectly holds a majority
     controlling interest in it. Investments in unconsolidated companies, in
     which the Company has an investment of between 20% - 50% and has no
     controlling interest, are accounted for by the equity method. For names of
     unconsolidated companies see pages 88 and 89 of Oce Annual Report 2000
     which are incorporated herein by reference. Intercompany profits and
     account balances have been eliminated in consolidation.

                                      F-8
<PAGE>

     If the cost of an acquisition exceeds the net asset value of an acquired
     company based on the Company's principles of valuation, the difference is
     charged to retained earnings.

     Foreign exchange

     Balance sheet items expressed in foreign currencies are translated into
     Euro at the closing exchange rate at the end of the reporting period.
     Translation differences relating to foreign subsidiaries' balance sheet
     items are added to, or charged against, shareholders' equity. Foreign
     currency profit and loss items are translated into Euro at the average
     exchange rate during the period.

     Research and development expenses

     Expenditures on research and development are expensed as incurred.

     Development credits and subsidies

     Development credits granted by the government are recognized as a reduction
     of research and development costs. These credits are subject to a
     contingent repayment liability. Upon determination of commercial success of
     a project, a provision is created to cover the repayment liability in
     respect of that project and is charged to research and development costs.
     Actual repayments to the government are made as sales of the relevant
     product occur and are charged to the relevant development credit provision.
     See Note 13 to Consolidated Financial Statements.

     Subsidies received from the government are included in the statement of
     operations as an income item in the year of entitlement thereto.

     Sales and revenue recognition

     Sales revenues are recognized when systems have been accepted by the
     customer or, for supplies, at the time of delivery. Sales revenues include
     financial lease contracts concluded during the fiscal year. Interest income
     arising from these contracts is included under total revenues. Revenues
     from rental contracts for copying equipment are accounted for by the
     operating lease method. Where rental or maintenance contracts provide for
     advanced billings, such amounts are included in deferred income and taken
     into income as they are earned.

                                      F-9
<PAGE>

     Operating costs

     Raw materials used in the manufacturing process and other operating costs,
     except depreciation of buildings and production facilities (see explanation
     under "Replacement value"), are charged to expense at historic cost.

     Straight-line depreciation is charged at a fixed percentage of the value of
     the asset and is based on the estimated economic lives of the assets, as
     follows:

          Property and plant                 20 to 50 years
          Production machines                 8 or 10 years
          Factory and office equipment        3 to 10 years
          Vehicles                            4 or 5 years

     Straight-line depreciation of rental copying equipment is charged to
     operations over the estimated economic life of 3 to 5 years. Rental copying
     equipment is valued at historical manufacturing cost plus appropriate
     indirect costs.

     Basic earnings per ordinary share

     Basic earnings per ordinary share are calculated by dividing the net income
     attributable to holders of ordinary shares by the weighted average number
     of ordinary shares.

     Replacement value

     Valuations of property, plant and equipment are based on replacement
     value or on the value to the business (current value), whichever is lower.
     Replacement value takes into account the nature and location of the asset,
     technological considerations, and price index figures. The revaluations are
     verified periodically by knowledgeable independent appraisers. Property,
     plant and equipment included in the categories "Other fixed assets" and
     "Fixed assets not in production process" are not revalued.

     Adjustments for replacement value are credited or charged to shareholders'
     equity (revaluation account) after providing for deferred taxes.

     Rental copying equipment

     These are valued at historical manufacturing costs plus appropriate
     indirect costs.

     Inventories

     Inventories are shown in the Consolidated Balance Sheets at the lower of
     cost, in accordance with the first-in first-out method, or market. Adequate
     allowances have been made for obsolescence.

     Investments in unconsolidated companies

     Investments in unconsolidated companies are included at acquisition cost
     plus equity in undistributed earnings as determined by the of valuation
     applied in these Consolidated Financial Statements. Permanent impairment
     valuations are taken into consideration.

                                      F-10
<PAGE>

     Financial lease receivables

     These comprise the long-term part of financial lease receivables. The
     valuation is stated against the present value of the contracted terms.

     Other long term assets

     Other long term assets include mortgages, loans and guarantee deposits,
     which are valued at face value or at net realizable value, whichever is
     lower.

     Deferred income taxes

     The provision for deferred taxation is calculated on the differences
     between valuation of assets and liabilities for financial reporting and tax
     purposes, based on the effective rate of corporate tax in the various
     countries. Deferred tax assets are recognized for net operating loss carry
     forwards when it is more likely than not that such carry forwards will be
     realized.

     Long term liabilities (provisions)

     Self insurance franchise covers potential future losses which are not
     insured by an outside insurance company and that have not yet occurred.

     Retirement benefits and severance payments are calculated on the basis of
     the legal requirements in the countries in which the Company operates.

     The restructuring provision relates to costs connected with the
     reorganization of business activities.

     Other relates to (legal) proceedings and warranty commitments.

     Financial instruments

     The Company enters into a variety of interest rate swaps and forward
     currency contracts in its management of interest rate and foreign currency
     exposures. The Company accounts for such transactions as hedges when these
     contracts off set the risk inherent in the exposures. In addition the
     transaction must have a satisfactory level of correlation between the
     financial instrument and the designated item or transactions hedged.
     Realized and unrealized gains and losses on interest rate swaps are
     deferred and recognized as interest expense over the term of the contracts.
     Realized and unrealized gains and losses on foreign currency contracts
     which hedge the future cash flows are recognized under cost of goods sold
     in the related period.

     Realized and unrealized gains and losses on foreign currency contracts
     which hedge the net investment in foreign operations are brought to equity.

                                      F-11
<PAGE>

2.       Cash and cash equivalents

         Cash and cash equivalents include time deposits of Euro 5.1 million and
         Euro 5.7 million at November 30, 1999 and 2000, respectively. For the
         purpose of the Consolidated Statements of Cash Flows, prepared in
         accordance with FAS 95, the Company considers all highly liquid
         instruments with an original maturity date of three months or less as
         cash equivalents.

3.       Accounts receivable

         Accounts receivable consist of the following:

                                                             November 30,
                                                             -----------
                                                        1999             2000
                                                        ----             ----
                                                            (in thousands)

                                                        Euro             Euro

              Trade accounts receivable             634,529           696,344
              Discounted trade bills                   -714              -424
              Lease receivables                     402,165           443,035
              Other                                  70,367            87,833
                                                  ---------      ------------
              Total                               1,106,347         1,226,788
                                                  =========      ============

         Allowances for doubtful accounts totaling Euro 45.8 million and Euro
         52.8 million at November 30, 1999 and 2000, respectively, have been
         deducted from the respective accounts receivable.

4.       Inventories

         Inventories consist of the following:

                                                                November 30,
                                                                -----------
                                                             1999         2000
                                                             ----         ----
                                                               (in thousands)

                                                             Euro         Euro

         Raw materials and other materials                34,633         37,075
         Semi-finished products and spare parts          124,447        129,279
         Finished products and trade stock               236,262        276,055
                                                         -------        -------
         Total                                           395,342        442,409
                                                         =======        =======

                                      F-12
<PAGE>

5.   Property, plant and equipment

     Property, plant and equipment consists of the following:

<TABLE>
<CAPTION>
                                                                                                     Fixed
                                                                                      Under         assets
                                                                               construction         not in
                                    Property     Production    Other fixed         and pre-     production
                                   and plant       machines         assets         payments        process          Total
                                   ---------     ----------    -----------     ------------     ----------          -----

                                                                    (in thousands)

                                        Euro           Euro           Euro             Euro           Euro           Euro
<S>                                <C>           <C>           <C>             <C>              <C>             <C>
1999
Replacement value                    340,144        375,539        346,832           36,142          4,608      1,103,265
Accumulated depreciation             136,952        282,124        231,997                7          2,377        653,457
                                   ---------     ----------    -----------     ------------     ----------      ---------
Book value at
November 30, 1999                    203,192         93,415        114,835           36,135          2,231        449,808
                                   =========     ==========    ===========     ============     ==========      =========

2000
Replacement value                    331,903        396,911        376,203           51,095          3,127      1,159,239
Accumulated depreciation             145,151        301,218        265,409            1,154            815        713,747
                                   ---------     ----------    -----------     ------------     ----------      ---------
Book value at
November 30, 2000                    186,752         95,693        110,794           49,941          2,312        445,492
                                   =========     ==========    ===========     ============     ==========      =========
</TABLE>



6.   Rental copying equipment

     Rental copying equipment consists of the following:

                                                       November 30,
                                                1999              2000
                                                ----              ----
                                                     (in thousands)

                                                Euro              Euro

     Cost                                    588,924           596,304
     Accumulated depreciation                331,726           362,829
                                           ---------       -----------
     Book value                              257,198           233,475
                                           =========       ===========

                                      F-13
<PAGE>

7.       Financial lease receivables

         Financial lease receivables can be specified as follows:

<TABLE>
<CAPTION>
                                                                      November 30,

                                                                1999              2000
                                                                ----              ----
                                                                     (in thousands)
                                                                Euro              Euro
<S>                                                        <C>               <C>
         Financial lease receivables                       1,209,841         1,393,930
         Less:  Allowance for uncollectibility                -8,648           -13,247
         Less:  Current lease receivables                   -402,165          -443,035
         Less:  Unearned income                             -213,851          -238,417
         Plus:  Residual value                                38,974            33,052
                                                           ---------         ---------
         Total                                               624,151           732,283
                                                           =========         =========
</TABLE>

8.     Borrowings under bank lines of credit and short term borrowings

         Borrowing facilities at November 30, 2000 amounted to Euro 915.7
         million for the parent company and its Dutch subsidiaries. At November
         30, 2000 an amount of Euro 102.7 million was utilized, bearing interest
         at 4.8%; such rate at November 30, 1999 was 3.0%. The weighted average
         interest rate, based on balances outstanding at the end of each
         quarter, amounted to 3.7% per annum in 2000.

         The borrowing facilities for the subsidiaries outside of the
         Netherlands, which totaled Euro 207.7 million, at November 30, 2000
         consist of credit lines and call and time deposits. These facilities
         are denominated in various currencies, mainly local, and are guaranteed
         in most cases by the parent company. At November 30, 2000 the used
         portion of these credits amounted to Euro 114.6 million. The borrowing
         facilities bear interest at floating rates which ranged from 0.6% to
         14% at November 30, 2000; such rates at November 30, 1999 ranged from
         1.9% to 16.5%. The weighted average interest rate, computed as above,
         amounted to 5.6% in 2000. A portion of the floating rate borrowings has
         been swapped into fixed interest rate borrowings (see Note 21).

         A summary of borrowings based upon quarterly balances under the above
         facilities follows:

<TABLE>
<CAPTION>
                                                           Years ended November 30,
                                                           ------------------------
                                                      1998          1999         2000
                                                      ----          ----         ----
                                                                  (in millions)
                                                      Euro          Euro         Euro
<S>                                                  <C>           <C>          <C>
         Average amount outstanding                  197.6         230.1        229.4
         Maximum amount outstanding                  312.7         273.3        239.5
         Weighted average interest rate
             Year ending November 30                   5.4%          4.2%         4.8%
             At November 30                            4.4%          5.5%         5.7%

</TABLE>

         Commitment fees of approximately Euro 1.0 million were paid for unused
         credit facilities in 2000 (1999 Euro 0.3 million and 1998 Euro 0.4
         million).

                                      F-14
<PAGE>

9.       Deferred income

         These amounts represent advance billings related to rental and
         maintenance contracts for copying equipment.

10.      Subordinated debenture bonds

         Subordinated loans consist of the following:

                                                             November 30,
                                                             ------------
                                                            (in thousands)

                                                          1999          2000
                                                          ----          ----
                                                          Euro          Euro

         Convertible guilder debenture bonds, 4.75%      10,011            -
                                                         ======       ======

         The Euro 68 million 4.75% convertible guilder debenture bonds were
         issued on June 15, 1994. Complete redemption of these bonds will take
         place on or before June 15, 2001. Interest is payable annually on June
         15 of each year. The bonds are convertible from and after December 1,
         1994 at a price of Euro 10.71 per Ordinary Share of Euro 0.50. After
         June 15, 1998, the bonds may be redeemed, in whole or in part, at 100%
         of the principal amount outstanding, if certain trading conditions have
         been met.

         During the financial year 2000 for an amount of Euro 3.7 million of
         these bonds were converted into 345,503 shares of common stock.

         An amount of Euro 6,311 thousands related to these subordinated
         debenture bonds has been classified under `Current portion of long term
         debt' as repayment has to take place in FY 2001.

         The conversion price will be adjusted (inter alia) in case of a rights
         issue below market price with pre-emptive rights for existing
         shareholders and if a share distribution is made out of reserves or in
         the form of a dividend. The maximum aggregate principal repayment
         applicable to these bonds and loans for the coming years are as follows
         (in thousands):

         Years ending November 30,                Euro
         -------------------------
         2001                                           -
                                                  -------
         Total                                          -
                                                  =======

                                      F-15
<PAGE>

11.      Other long term debt

<TABLE>
<CAPTION>

         Other long term debt consists of the following:                                                     November 30,
                                                                                                             ------------
                                                                                                      1999                 2000
                                                                                                      ----                 ----
                                                                                                           (in thousands)
         LOANS                                                                                       Euro                  Euro
<S>                                                                                                <C>                  <C>
         In U.S. Dollars, average interest of 6.0% and 6.9% maturing through 2005                   55,791 **           100,949 **
         In Guilders, average interest of 6.5% and 6.6%, maturing through 2013                     539,091 *            534,553 *
         In French Francs, average interest of 3.6% and 4.9%,
         maturing through 2004                                                                      46,497 **            44,258
         In German Marks, average interest of 3.7%, maturing through 2000                               19                    -
         In Belgian Francs, average interest of 0.0%, maturing through 2002                             10                   10
         In Norwegian Crowns, average interest of 6.2% and 6.9% and 0.0%,
         maturing through 2005                                                                      25,498               35,707
         In Spanish Pesetas, average interest 5.0% and 5.0%
         maturing through 2004                                                                       3,258 **             2,086
         In Swedish Crowns, average interest 3.5% and 3.6%
         maturing through 2004                                                                      14,871 **             8,662 **
         In Czech Crowns, average interest of 5.4% maturing through 2004                                 -                1,915
         In Swiss Francs, average interest 2.2% and 2.7%,
         maturing through 2004                                                                      89,575               67,320  ***
         In Australian Dollars, average interest 5.5% and 6.4%,
         maturing through 2004                                                                       3,287                1,392
         In Hong Kong Dollars, average interest 7.0% and 6.8%,
         maturing through 2005                                                                       2,038                1,484
         In Euro, average interest 3.7% and 4.2%, maturing through 2005                             85,600              116,077  **
         In Pound Sterling, average interest 5.9% and 6.3%,
         maturing through 2005                                                                      61,807               66,381
         In Danish Crowns, average interest 3.8%, maturing through 2000                              1,479                    -
         In Finnish Marks, average interest 3.4%, maturing through 2000                              2,304                    -
         In Singapore Dollars, average interest 4.2% and 4.2%, maturing through 2005                   948                  527
         In South African Rand, average interest 12.1% and 11.2%,
         maturing through 2005                                                                       1,013                  583
         Convertible guilder debenture bond to Company Personnel,
         average interest of 4.6% and 4.7%, maturing through 2007                                    6,955                8,145
         Capitalized lease obligations, average interest of 5.4% and 5.9%,
         maturing through 2005                                                                       7,393                5,881
                                                                                             -------------        -------------
         Total other long term debt                                                                947,434              995,930
         Current portion                                                                            73,189              142,353
                                                                                             -------------        -------------
         Total long term portion                                                                   874,245              853,577
                                                                                             =============        =============
</TABLE>

         *     The fixed interest rates of the Euro loans have been fully
               swapped into variable interest rates (see Note 21).

         **    The variable interest rates of this loan have been swapped into
               fixed interest rates for 100% of the notional principal amount
               (see Note 21).

         ***   The variable interest rates of this loan have been swapped into
               fixed interest rates for 50% of the notional principal amount
               (see Note 21).

                                      F-16
<PAGE>

         Aggregate principal repayments applicable to these borrowings for the
         next years are as follows (in thousands):

         Years ending November 30,                               Euro
         -------------------------                               ----

         2001                                                   142,354
         2002                                                   119,045
         2003                                                    72,410
         2004                                                   219,163
         2005                                                   106,106
         Thereafter                                             336,852
                                                                -------
         Total                                                  995,930
                                                                =======

                                      F 17
<PAGE>
     12.  Shareholders' equity

          The changes in shareholders' equity are summarized below:
<TABLE>
<CAPTION>
                                                                 Financing Preference and Ordinary Shares
                                                                 ----------------------------------------
                                                                             (in thousands)
                                                                                                                          Total
                                          Financing                          Revalu-                       Accumulated    Share-
                                          Preference  Ordinary     Paid in    ation     Legal    Retained  Translation    holders
                                              shares    shares     capital   Account  reserve    earnings  adjustment     equity
                                          ---------- ---------     -------   -------  -------    --------  ----------     ------
<S>                                       <C>        <C>           <C>       <C>      <C>        <C>       <C>            <C>
                                              Euro           Euro     Euro      Euro     Euro        Euro         Euro       Euro

Balance November 30, 1997                    9,076      36,615(a)  476,288    38,160    1,014     198,871      -60,837    699,187

Net income                                       -           -           -         -        -     129,049            -    129,049
Transfer                                         -           -           -         -      466        -466            -          -
Dividends (c)                                    -           -           -         -        -     -44,753            -    -44,753
Revaluation of property, plant, equipment        -           -           -    -7,470        -           -            -     -7,470
Conversions of convertible loans                 -         883      29,967         -        -           -            -     30,850
Optional stock dividend (b)                      -         246        -246         -        -      23,985            -     23,985
Purchase of shares                               -           -           -         -        -     -10,916            -    -10,916
Cost of purchase of shares                       -           -           -         -        -      -2,703            -     -2,703
Foreign currency translations                    -           -           -    -1,266        -           -      -20,390    -21,656
Goodwill                                         -           -           -         -        -     -69,442            -    -69,442
Other                                            -           -           -      -242        -           -            -       -242
                                          --------     -------    --------   -------   ------    --------      -------  ---------
Balance November 30, 1998                    9,076      37,744(a)  506,009    29,182    1,480     223,625      -81,227    725,889

Net income                                       -           -           -         -        -      76,675            -     76,675
Transfer                                         -           -           -         -      254        -254            -          -
Dividends (c)                                    -           -           -         -        -     -45,202            -    -45,202
Conversions of convertible loans                 -          89       2,004         -        -           -            -      2,093
Optional stock dividend (b)                      -         518        -518         -        -      28,035            -     28,035
Redenomination in Euros                        924       3,876      -4,800         -        -           -            -          -
Purchase of shares                               -           -           -         -        -     -11,633            -    -11,633
Costs of purchase of shares                      -           -           -         -        -        -106            -       -106
Foreign currency translations                    -           -           -    -1,482        -           -       48,827     47,345
Goodwill                                         -           -           -         -        -      -5,088            -     -5,088
Other                                            -           -           -      -103        -           -            -       -103
                                          --------     -------    --------   -------   ------    --------      -------  ---------
Balance November 30, 1999                   10,000      42,227(a)  502,695    27,597    1,734     266,052      -32,400    817,905

Net income                                       -           -           -         -        -     151,741            -    151,741
Transfer                                         -           -           -         -       16         -16            -          -
Dividends (c)                                    -           -           -         -        -     -53,080            -    -53,080
Revaluation of property, plant, equipment        -           -           -    -1,992        -           -            -     -1,992
Conversions of convertible loans                 -         180       3,625         -        -           -            -      3,805
Optional stock dividend (b)                      -         933        -933         -        -      11,526            -     11,526
Costs of purchase of shares                      -           -           -         -        -         -74            -        -74
Foreign currency translations                    -           -           -     1,486        -           -       59,795     61,281
Goodwill                                         -           -           -         -        -      -1,667            -     -1,667
Other                                            -           -           -                  -           -            -          -
                                          --------     -------    --------   -------   -------   --------      -------  ---------
Balance November 30, 2000                   10,000      43,340(a)  505,387    27,091    1,750     374,482       27,395    989,445
</TABLE>
     (a)  These amounts include Euro 1,500, representing the nominal value of 30
          priority shares of Euro 50.
     (b)  Amounts relate to stock dividend which are estimated.
          (Estimation in 1998: Euro 14,430, in 1999: Euro 17,511 and in 2000:
          Euro nil)
     (c)  Dividends per ordinary shares have been Euro 0.50, Euro 0.50 and Euro
          0.58 (rounded) for respectively 1998, 1999 and 2000. The dividend of
          cumulative financing preference shares is included in 1998, 1999 and
          2000.
     The revaluation account and the legal reserve are established according to
     Dutch Company Law and are generally unavailable for distribution.

                                     F-18
<PAGE>

<TABLE>
<CAPTION>
                                             1998                         1999                          2000
                                             ----                         ----                          ----
                                  Financing                    Financing                      Financing
                                 Preference        Ordinary   Preference       Ordinary      Preference       Ordinary
Number of shares                     shares          shares       shares         shares          shares         shares
----------------                 ----------     -----------   ----------     ----------      ----------     ----------
<S>                              <C>            <C>           <C>            <C>             <C>            <C>
Balance at beginning of period   20,000,000      80,686,176   20,000,000     83,173,250      20,000,000     84,450,154

Conversion of convertible loans           -       1,322,959            -        195,288               -        359,218
Share issue                               -         621,916            -              -               -              -
Stock dividend                            -         542,199            -      1,081,616               -      1,865,008

----------------------------------------------------------------------------------------------------------------------

   Balance at end of period      20,000,000      83,173,250   20,000,000     84,450,154      20,000,000     86,674,380
                                 ==========      ==========   ==========     ==========      ==========     ==========
</TABLE>

     Convertible loans consist of convertible guilder debenture bonds (see Note
     10) and a convertible guilder debenture bond to Company personnel (see Note
     11).

     Repurchased number of ordinary shares            1999                2000
     -------------------------------------            ----                ----

     Balance beginning of the year                 449,840           1,149,840
     Repurchased                                   700,000                   -
                                                ----------           ---------
     Balance end of the year                     1,149,840           1,149,840
                                                ==========           =========

     The repurchased ordinary shares are relating to the Stock Option Plan.

     Certain information regarding the various classes of shares at November 30,
     2000 is as follows:

<TABLE>
<CAPTION>
                                                                    Nominal value           Voting rights per
                                             Authorized shares      per share in Euro             share
                                             -----------------      -----------------       --------------
     <S>                                     <C>                    <C>                     <C>
     Priority shares                                     30                  50                   100
     Ordinary shares                            145,000,000                0.50                     1
     Financing preference shares                 30,000,000                0.50                     1
     Protective preference shares                   175,000                 500                 1,000
</TABLE>

     Priority shares

     All priority shares are issued and outstanding. They are held by Foundation
     Fort Ginkel, Venlo, the Netherlands, the directors of which are: H.B. van
     Liemt (Chairman), R.L. van Iperen and M. Ververs.

                                      F 19
<PAGE>

     The Articles of Association grant certain rights to the holders of priority
     shares, including the following:
     -    the determination of the number of members of the Supervisory and
          Executive Boards;
     -    the preparation of a binding nomination list for shareholders for the
          appointment of Supervisory and Executive Directors;
     -    the alteration of the Articles of Association is possible only if
          proposed by such shareholders; and
     -    approval is required for the issue of shares not yet issued.
     In any one year not more than Euro 60 in dividends may be distributed on
     all the priority shares together.

     Financing Preference Shares

     All Financing Preference Shares are held by the Foundation "Stichting
     Administratiekantoor Preferente Aandelen Oce" in return for the issue to a
     number of institutional investors of registered depositary receipts with
     limited cancellability. The directors of this Foundation are H. de Ruiter
     (Chairman), S. Bergsma, J.M. Boll, L. Traas and D.M.N. van Wensveen.

     Protective Preference Shares

     Since 1979 the Company has been subject to an irrevocable obligation to
     issue to the Lodewijk Foundation, headquartered in Venlo, protective
     preference shares upon the request of said Foundation. This obligation
     currently relates to a number of protective preference shares having a
     number of votes almost equal to the total number of votes of the ordinary
     shares and financing preference shares of the Company outstanding at the
     time of such request. The Directors of the Lodewijk Foundation are:
     J.J.C. Alberdingk Thijm (Chairman), J.M.M. Maeijer, Th. Quene, N.J.
     Westdijk, H.B. van Liemt and R.L. van Iperen.

                                      F 20
<PAGE>

     13.  Commitments and contingent liabilities

         The Company is contingently liable for the following items:

                                                              November 30,
                                                              ------------
                                                           1999           2000
                                                           ----           ----
                                                              (in millions)
                                                            Euro          Euro

     Government development credits and related
      surcharges depending on the commercial
      success of related development projects for which
      these credits have been granted                       48.2          50.1
     Guarantee commitments                                   2.6           3.6
     Recourse liabilities in respect of bills discounted     0.7           0.4
     Collateral security for liabilities                     0.4           1.2

     In the ordinary course of business, the Company has incurred commitments
     pursuant to terms of leases and other contracts such as those for capital
     expenditures.

     Repurchase commitments of Euro 9.6 million (1999: Euro 8.8 million) exist
     on the lease contracts with third parties. As a result of these commitments
     the machines have to be sold again upon their return. The estimated market
     value is higher than the repurchase commitment.

14.  Capital leases

     The Company has included the following assets financed by capitalized
     leases in property, plant and equipment.

                                                           November 30,

                                                     1999              2000
                                                     ----              ----
                                                           (in thousands)
                                                     Euro              Euro

     Buildings and improvements                    15,454            15,454
     Equipment and vehicles                         7,390             7,598
                                                  -------          --------
                                                   22,844            23,042
     Less accumulated depreciation                  9,961            11,151
                                                  -------          --------
     Total                                         12,883            11,891
                                                  =======          ========

                                      F 21
<PAGE>

     At November 30, 2000 minimum rental payments are as follows (in
     thousands):

          Years ending November 30,                                  Euro
          -------------------------

          2001                                                      2,385
          2002                                                      1,937
          2003                                                      1,680
          2004                                                      1,113
          2005                                                        543
          Thereafter                                                  102
                                                                 --------
          Total minimum rental payments                             7,760
          Interest and executory costs                              1,879
                                                                 --------
          Present value of future minimum rental payments           5,881
                                                                 ========

15.  Operating leases

     The Company has future minimum rental commitments under operating
     leases of approximately Euro 233 million at November 30, 2000. Sublease
     rental income is insignificant. Future rental payments are as follows:

          Years ending November 30,                                 Euro
          -------------------------
                                                                (in millions)

          2001                                                         71
          2002                                                         51
          2003                                                         37
          2004                                                         23
          2005                                                         18
          Thereafter                                                   33
                                                                    -----
          Total                                                       233
                                                                    =====

     Total rental expense was Euro 64 million, Euro 71 million and Euro 89
     million for the years ended November 30, 1998, 1999 and 2000, respectively.
     Approximately 90% of the total in each year related to minimum rentals.

                                      F-22
<PAGE>

16.  Income taxes

     Income tax expense consists of the following:

                                        Years ended November 30,
                                        ------------------------
                                    1998             1999           2000
                                    ----             ----           ----
                                                  (in millions)
                                    Euro             Euro           Euro

        Netherlands                 37.3             -6.4           11.6
        Foreign                     11.0             30.8           34.1
                               ---------      -----------    -----------
        Current                     48.3             24.4           45.7

        Netherlands                -16.1             17.1           24.4
        Foreign                     21.3             13.4           -2.9
                               ---------      -----------    -----------
        Deferred                     5.2             30.5           21.5
                               ---------      -----------    -----------
        Total                       53.5             54.9           67.2

     The income tax provisions as shown in the accompanying Consolidated
     Statements of Operations differ from the amounts computed by applying the
     Dutch federal statutory income tax rates to income before income taxes and
     minority interests.

     A reconciliation of the Dutch statutory income tax rate to the effective
     income tax rate is set forth below:

                                                   Years ended November 30,
                                                   ------------------------
                                                 1998        1999        2000
                                                 ----        ----        ----
                                                  %            %           %

        Dutch statutory tax rate                 35.0        35.0        35.0
        Non-deductible expenses                   1.6         1.5         1.8
        Tax credits                              -1.2        -1.0        -1.5
        Foreign taxes deviating from
        the Dutch tax rate                       -2.3        -1.4        -1.6
        Utilization of carry forward losses         -           -           -
        Released valuation allowance             -4.3        -2.2        -4.3
        Other                                     0.2        -2.9         0.9
                                             --------    --------    --------
        Effective income tax rate                29.0        29.0        30.3
                                             ========    ========    ========

                                      F-23
<PAGE>

     Deferred taxes were provided for the following:

<TABLE>
<CAPTION>
                                                                   Years ended November 30,
                                                                   ------------------------
                                                           1998               1999               2000
                                                           ----               ----               ----
                                                                         (in thousands)
                                                           Euro               Euro               Euro
        <S>                                        <C>                <C>                <C>
        Accelerated depreciation                           6,408             4,538             14,891
        Inventory obsolescence                             2,394            -2,473             -3,883
        Net R&D expenses                                  -4,592               -15              8,847
        Tax benefit of tax loss carry-forward             -4,630               -94              2,414
        Leasing                                           11,974               857            -14,861
        Other                                             -6,367            27,669             14,088
                                                   -------------      ------------       ------------
                                                           5,187            30,482             21,496
                                                   =============      ============       ============
</TABLE>

     The composition of deferred income taxes, as shown in the Consolidated
     Balance Sheet, is as follows:

<TABLE>
<CAPTION>
                                                           1999                              2000
                                                                           (in millions Euro)
                                                       assets      liabilities           assets       liabilities
          <S>                                          <C>         <C>                   <C>          <C>
          Intangible fixed assets                        56.0              -               44.6                 -
          R&D expenses                                   13.6              -                4.7                 -
          Leasing                                           -          135.1                  -             123.2
          Other fixed assets                             12.7           10.2               13.2               9.9
          Current assets                                 61.0            6.4               69.8               0.6
          Other long term liabilities                    16.7              -                1.3               1.5
          Current liabilities                            19.1           11.1               19.6               9.5
                                                       ------         ------             ------           -------
          Total deferred tax assets/liabilities         179.1          162.8              153.2             144.7
                                                       ------         ------             ------           -------
          Net deferred tax position                                    -16.3                                 -8.5
          Tax loss carry forwards                                      -22.4                                -22.4
          Valuation allowance                                           70.4                                 62.3
                                                                      ------                               ------
          Net deferred tax liability                                    31.7                                 31.4
</TABLE>

     The valuation allowance is related to tax loss carry forwards and to the
     item `Intangible fixed assets'. The realization of this last item is not
     assured.

     At November 30, 2000 no provision was made for withholding taxes on
     dividends of approximately Euro 1.1 million relating to undistributed
     earnings of certain subsidiaries which management intends to reinvest
     indefinitely.

     At November 30, 2000 Euro -22.4 million taxes on operating loss carry
     forwards expires as follows:

<TABLE>
<CAPTION>
     Year           2001       2002      2003      2004       2005       thereafter        unlimited
     <S>            <C>       <C>        <C>       <C>        <C>        <C>               <C>
     Amount        -0.4       -1.0      -0.4         -       -0.6         -1.3              -18.7
</TABLE>

                                      F-24
<PAGE>

17.  Financial expense (net)

     Financial expense consists of:

<TABLE>
<CAPTION>
                                                               Years ended November 30,
                                                               ------------------------
                                                     1998               1999               2000
                                                     ----               ----               ----
                                                                 (in thousands)
                                                     Euro               Euro               Euro
     <S>                                         <C>                 <C>               <C>
     Interest and similar income items             -4,570             -5,016             -8,584
     Interest charges and similar expenses         64,229             63,007             67,571
     Other financial expenses                       1,359                998              1,715
                                                 --------           --------           --------
     Financial expense (net)                       61,018             58,989             60,702
                                                 ========           ========           ========
</TABLE>

     Amounts of interest capitalized in each year were immaterial.

18.  Foreign exchange results

     Foreign currency results are included in cost of goods sold for an amount
     of Euro 10.6 million (loss) and Euro 39.4 million (loss) for 1999 and 2000
     respectively.

19.  Minimum future rental copying income

     Copiers are rented generally for periods of one to three years. The rental
     contracts vary as to terms, but in general contain a provision for fixed
     monthly rentals with additional rentals contingent, approximately 40%, on
     the number of copies made.

     At November 30, 2000, minimum future rentals totaled approximately Euro 448
     million to be received as follows (in millions):

              Years ending November 30,           Euro
              -------------------------

              2001                                 182
              2002                                 126
              2003                                  76
              2004                                  43
              2005                                  14
              Thereafter                             7
                                                   ---
              Total                                448
                                                   ===

     The amount above the contractual minimum receivables included in the
     Consolidated Statements of Operations were approximately Euro 90 million,
     Euro 100 million and Euro 115 million for 1998, 1999 and 2000,
     respectively.

                                      F-25
<PAGE>

20.  Restructuring charges

     The following table displays a rollforward of the restructuring provision
     from November 30, 1998 to November 30, 2000.

<TABLE>
<CAPTION>
     Type of costs                       Balance         Additions     Acquisitions     Utilized       Released to       Balance
     in millions of Euro               Nov. 1998             P&L                                        Short term     Nov. 1999
     <S>                             <C>                 <C>           <C>              <C>            <C>             <C>
     Long term part:
     Write-down of assets                      -            11.9               -           (4.2)              -             7.7
     Personnel costs                        31.9            66.3               -          (28.0)          (21.3)           48.9
     Other costs                               -             6.8               -           (2.8)              -             4.0
                                     ------------------------------------------------------------------------------------------
     Total long term part                   31.9            85.0               -          (35.0)          (21.3)           60.6

     Short term part:
     Personnel costs                         2.1               -               -           (2.1)           21.3            21.3
                                     ------------------------------------------------------------------------------------------
     Total                                  34.0            85.0               -          (37.1)              -            81.9
</TABLE>

<TABLE>
<CAPTION>
     Type of costs                       Balance         Additions     Acquisitions     Utilized       Released to       Balance
                                       Nov. 1999             P&L                                        Short term     Nov. 2000
     <S>                               <C>               <C>           <C>              <C>            <C>             <C>
     Long term part:
     Write-down of assets                    7.7               -               -           (7.7)              -                -
     Personnel costs                        48.9               -             6.7          (13.1)          (14.7)            27.8
     Other costs                             4.0               -               -           (4.0)              -                -
                                     -------------------------------------------------------------------------------------------
     Total long term part                   60.6               -             6.7          (24.8)          (14.7)            27.8

     Short term part:
     Personnel costs                        21.3               -               -          (21.3)           14.7             14.7
                                     -------------------------------------------------------------------------------------------
     Total                                  81.9               -             6.7          (46.1)              -             42.5
</TABLE>

     In 1999 an exceptional item of Euro 85 million before tax has been charged
     to income comprising Euro 11.9 million for write down of assets, Euro 66.3
     million for personnel costs (mainly redundancy and outplacement costs) and
     Euro 6.8 million for other costs. A headcount reduction of 1,000 employees
     was effected especially in the area of after sales service, logistics and
     manufacturing. The reduction of employees in the after sales service area
     can take place because of lower maintenance costs of digital equipment.
     Furtheron the service organization can be improved by supporting e.d.p.
     systems which make the dispatching process of service engineers more
     efficient. The reduction of employees will be finalized in FY 2001.

     The year-end balance November 2000 will be consumed mainly by the DPS
     activities by making predominantly use of earlier retirement schemes and
     are believed to be adequate to complete the initiated restructuring plans.

                                      F-26
<PAGE>

21.      Financial instruments

         It is the Company's policy that interest rate swaps and caps are
         counted as hedges when the transaction reduces interest rate risk. The
         terms of the remaining weighted average maturity are correlated to the
         remaining terms of the lease portfolio and the related borrowings. The
         Company enters into interest rate swap contracts to manage interest
         costs, interest income (of the lease portfolio) and the risk associated
         with changing interest rates. At November 30, 2000 the following
         contract which effectively converted its fixed Dutch rate guilder debt
         (see Note 11) into variable rate debt was in effect:


<TABLE>
<CAPTION>
                                                                             Remaining
                                              Variable rate           weighted average
         Fixed rate receipts                         payment         maturity in years                    Notional amount
         -------------------          ----------------------    ----------------------     ------------------------------
         <S>                          <C>                       <C>                        <C>
                  6.4%                                4.0%                 4.7             Euro               510 million
</TABLE>

         Also contracts which convert floating rate debt (see also Note 8 and
         11) into fixed rate debt were in effect:

<TABLE>
<CAPTION>
             Weighted average                                       Remaining
          fixed rate payments                       average maturity in years                             Notional amount
          -------------------                       -------------------------     ---------------------------------------
          <S>                                       <C>                           <C>
                  5.94%                                           2.2             Australian Dollars         40.0 million
                  6.68%                                           1.3             Pound Sterling             64.8 million
                  6.69%                                           1.2             U.S. Dollars                332 million
                  4.60%                                           0.9             Danish Crowns              20.1 million
                  5.15%                                           0.6             Italian Lires            10,000 million
                  5.76%                                           0.6             Guilders                    250 million
                 10.50%                                           0.8             Hong Kong Dollars            12 million
                  5.98%                                           0.6             Swedish Crowns               40 million
                  2.82%                                           1.4             Swiss Francs                 44 million
                  4.45%                                           1.4             Euro                      253.7 million
</TABLE>

                                      F-27
<PAGE>

         The aggregated estimated fair value of above swap contracts was
         approximately Euro 9.4 million based on the interest rates at November
         30, 2000.

         The differential to be paid or received is accrued as interest rates
         change and is recognized over the life of the agreements as an
         adjustment to interest expense.

         The Company enters into foreign currency exchange contracts aimed at
         protecting the operating income and participations held in foreign
         currencies. At November 30, 1999 the Company has entered into forward
         exchange contracts mainly in currencies which are volatile to the Euro
         including the U.S. Dollar, Pound Sterling etc. Per November 30, 2000
         the countervalue in Euro of such contracts in foreign currencies
         amounted to Euro 347 million in respect of cash flows and Euro 443
         million in respect of participations. The aggregated market value of
         the above foreign currency positions would give an outcome of
         respectively Euro 31 million and Euro 5 million higher than the
         contracted value at November 30, 2000.

         The interest rate swap agreements and the foreign exchange contracts
         have been entered into with major financial institutions which are
         expected to fully perform under the terms of the agreements.

         The Company's accounts receivable result from its trade and lease
         operations and reflect a broad customer base nationally as well as
         internationally. The Company routinely assesses the financial strength
         of its customers. As a consequence, concentrations of credit risk are
         limited. The Company's cash equivalents are in high quality securities
         placed with major international banks and financial institutions. This
         policy limits the exposure to credit risk. The only balance sheet item
         of which the fair value deviates from the carrying value is the 'Long
         term debt'. The fair value of the long term debt is approximately Euro
         96,6 million lower than the carrying value based on similar terms and
         remaining maturities.

22.      Acquisitions

         Per April 1, 2000 Oce acquired the German company Computer Gesellschaft
         Konstanz (CGK) later renamed in Oce Dokument Technologies G.m.b.H. With
         annual sales of DEM 75 million and 300 employees this company is active
         worldwide in the area of digital character and document recognition and
         high speed image scanners and is largely important for the further
         expansion of document management systems.

                                      F-28
<PAGE>

23.      Generally accepted accounting principles in the United States of
         America

         A reconciliation of amounts shown in the accompanying Consolidated
         Statements of Operations to approximate amounts determined in
         accordance with US GAAP, including restatement of pensions for 1998 and
         1999 respectively follows:

<TABLE>
<CAPTION>
                                                                                   Years ended November 30,
                                                                                   ------------------------
                                                                       1998          1999          2000            2000
                                                                       ----          ----          ----            ----
                                                                      (in thousands, except shares and per share amounts)
                                                                      Euro            Euro          Euro             US$
                                                                   (restated)      (restated)
         <S>                                                       <C>             <C>             <C>             <C>
         Net income as shown in the accompanying
         Consolidated Statements of Operations                       129,049         76,675        151,741         131,924

         Items having the effect of increasing
         (decreasing) reported net income:
         Depreciation                                                    836            668            498             433
         Business combinations                                       -20,202        -13,486        -12,317         -10,708
         Reorganization                                               -7,260         28,686        -29,894         -25,990
         Self insurance                                                    -           -908           -908            -789
         Bookprofit fixed assets                                           -              -         -4,415          -3,839
         Pensions                                                     12,100         -1,908          5,738           4,988
         Deferred income taxes                                         2,981        -11,209          8,115           7,054
         Use of tax-deductible goodwill                               -7,850         -4,084         -9,685          -8,420
                                                                  ----------     ----------     ----------      ----------
         Approximate net income according to US GAAP                 109,654         74,434        108,873          94,653
                                                                  ==========     ==========     ==========      ==========

         Earnings per ordinary share:
         Basic                                                    Euro  1.29     Euro  0.86     Euro  1.25      US$   1.08
         Diluted                                                  Euro  1.27     Euro  0.85     Euro  1.23      US$   1.07

         Weighted average number of ordinary
         shares outstanding:
         Basic                                                    81,954,636     83,190,993     84,400,936      84,400,936
         Diluted                                                  84,083,241     84,473,467     85,531,918      85,531,918

<CAPTION>
                                                                           Statement of Comprehensive income
                                                                           ---------------------------------
                                                                         1998         1999          2000         2000
                                                                         ----         ----          ----         ----
                                                                                       (in thousands)
                                                                         Euro         Euro          Euro          US$
                                                                      (restated)    (restated)
         <S>                                                          <C>         <C>          <C>            <C>
         Net income                                                    109,654       74,434       108,874        94,653
         Foreign currency translation adjustment                       -21,732       51,358        60,966        52,998
                                                                      --------    ---------     ---------     ---------
         Comprehensive income                                           87,922      125,792       169,840       147,651
                                                                      ========    =========     =========     =========
</TABLE>

                                      F-29
<PAGE>

         A reconciliation of the shareholders' equity as shown in the
         accompanying Consolidated Balance Sheets to approximate amounts
         determined in accordance with US GAAP, including restatement of pension
         provision to Euro 22,538 for the year ended November 30, 1999 follows:

<TABLE>
<CAPTION>
                                                                                   Years ended November 30,
                                                                                   ------------------------
                                                                                     1999                2000
                                                                                     ----                ----
                                                                                        (in thousands)

                                                                                    Euro                  Euro
                                                                              (restated)
         <S>                                                                  <C>                     <C>
         Shareholders' equity as shown in the
             accompanying Consolidated Balance Sheets                              817,905              989,445
         Items having the effect of increasing
             (decreasing) reported shareholders' equity:
             Business combinations                                                 238,452              226,833
             Reorganization provisions                                              55,318               25,424
             Pension provision                                                      22,538               29,211
             Additional minimum liability                                             -356                 -385
             Self-insurance franchise                                                1,815                1,815
             Revaluation of property, plant and equipment                           -8,390              -12,308
                (net of depreciation)
             Final dividend                                                         15,195               40,326
             Accrued liabilities                                                     4,992                4,084
             Deferred income taxes on above adjustments                             15,667               20,244
                                                                           ---------------      ---------------
         Shareholders' equity according to US GAAP                               1,163,136            1,324,689
                                                                             =============        =============
</TABLE>

         If the above adjustments were reflected in the Consolidated Balance
         Sheets, the amounts of the following accounts, including restatement of
         pension provision to Euro 137,903 for the year ended November 30, 1999
         would be:

<TABLE>
<CAPTION>
                                                                                    Years ended November 30,
                                                                                    ------------------------
                                                                                    1999                 2000
                                                                                    ----                 ----
                                                                                          (in thousands)

                                                                                    Euro                 Euro
                                                                               (restated)
         <S>                                                                   <C>                     <C>
         Intangible assets -        Gross                                           314,342             315,040
                                    Amortization                                    -75,890             -88,207
         Property, plant and equipment      (net of depreciation)                   441,417             433,184
         Long term liabilities:     Deferred income taxes                            16,062              11,131
                                    Self insurance franchise                              -                   -
                                    Pension provision                               137,903             158,885
                                    Reorganization provision                          5,310               2,352
                                    Other                                            25,756              29,669
         Current liabilities        Dividend                                              -                   -
                                    Other                                            56,740              56,612
         Accrued liabilities        Other                                           119,998             113,998
</TABLE>

                                      F-30
<PAGE>

         Revaluation of property, plant and equipment - As described in Note 1
         to Consolidated Financial Statements, the Company values its fixed
         assets on the lower of replacement value or the value to the business.
         US GAAP mandates valuation at cost and accordingly the carrying value
         of such assets and related depreciation has been eliminated.
         Consequently, on disposal of a subsidiary an additional gain arises.
         Furthermore, under US GAAP as part of gain or loss on a complete or
         substantially complete liquidation of an investment the cumulative
         translation adjustment on such investment is released to the Statement
         of Operations.

         Business combinations - Under Dutch GAAP goodwill has been charged, net
         of tax, directly to shareholders' equity, whereas US GAAP requires that
         it be capitalized and amortized over its useful life but not in excess
         of forty years.

         Reorganization provision- Under Dutch GAAP costs to be incurred in
         restructuring the business are accrued and included under exceptional
         items (for 2000). There are no specific requirements as to the nature
         of items. Under US GAAP these costs would have been recorded as an
         operational expense. Furtheron the criteria set for the creation of
         such a provision are more strict under US GAAP.

         Self insurance franchise- As described in Note 1 to Consolidated
         Financial Statements the Company provides for uninsured potential
         future losses that have not yet occurred. Under US GAAP such losses are
         not accrued until they are incurred.

         Pension - Under Dutch GAAP the valuation took place on locally
         prescribed calculations. For US GAAP FAS 87 has been applied. The
         Company has restated its US GAAP reconciliation as at and for the years
         ended November 30, 1999 and 1998 to correct the method of calculating
         the Company's pension liability and pension cost.

         The effect of this restatement on the US GAAP reconciliations for the
         year ended November 30, 1999 and 1998 is as follows:

<TABLE>
<CAPTION>
                                                            1998               1998              1999              1999
                                                         as reported       as restated        as reported       as restated
                                                            Euro               Euro              Euro              Euro
         <S>                                             <C>               <C>                <C>               <C>
         Amounts in accordance with US GAAP
         Net income                                         101,787            109,654              75,673           74,434
         Comprehensive income                                81,397             87,922             124,500          125,792
         Shareholders' equity                             1,005,445          1,028,201           1,154,928        1,163,136
</TABLE>

         Book profit on disposal of fixed assets - In valuing one fixed asset
         item a provision had been made which was not acceptable under US GAAP.
         This fixed asset was sold during the year under review.

         Use of tax-deductible goodwill - Under Dutch GAAP, a full provision was
         made for the tax asset benefit relating to the potential deductibility
         of goodwill resulting from a previous acquisition. Subsequent reduction
         of this provision is realized in the profit and loss as reduced tax
         expense. Under US GAAP, to the extent that a provision is recorded for
         an acquired tax benefit, the provision when subsequently recognized,
         first reduces goodwill and than other non current intangible assets,
         and once these asset are reduced to zero, the benefit is included in
         income as a reduction of the income tax expense.

                                      F-31
<PAGE>

         Earnings per ordinary share - The calculation of basic and diluted
         earnings per ordinary share is based on FASB Statement No. 128.

         Interest from capital leases - As explained in Note 1 to Consolidated
         Financial Statements interest from capital leases has been recognized
         as a component of total revenues. Under US GAAP the related finance
         interest expense should be reported as a component of operating income.

         Dividends not declared - Under Dutch GAAP final dividend is reported
         under "Current liabilities" exclusive the estimated optional stock
         dividend. Under US GAAP this dividend is included under "Shareholder's
         equity" until formal declaration.

         Risk and uncertainties - The preparation of financial statements
         requires management to make estimates and assumptions that affect
         amounts reported in the consolidated financial statements in order to
         conform with generally accepted accounting principles. Changes in such
         estimates and assumptions may affect amounts reported in future
         periods.

                                      F-32
<PAGE>

         24       Earnings per share calculations

<TABLE>
<CAPTION>
                                                                                        Years ended November 30,
                                                                                        -----------------------
         Basic earnings per share computation                                   1998              1999               2000
                                                                                ----              ----               ----
         <S>                                                            <C>               <C>                <C>
         Weighted average number of shares outstanding (a.)                  81,954,636        83,190,993         84,400,936

         Net income (US GAAP) available to shareholders                         109,654            74,434            108,874

         Less:    Dividend financing preference shares                           -3,551            -3,551             -3,551
                                                                        ---------------   ---------------    ---------------

         Net income  (US GAAP) available to holders of
         ordinary shares in thousands of Euro (b.)                              106,103            70,883            105,323

         The basic earnings per share are calculated as the net income (US GAAP)
         available to holders of ordinary shares (b.) times thousand divided by
         the weighted average number of shares outstanding (a.).

<CAPTION>
                                                                                        Years ended November 30,
                                                                                        -----------------------
         Diluted earnings per share computation                                  1998             1999               2000
                                                                                 ----             ----               ----
         <S>                                                            <C>               <C>                <C>
         Weighted average number of shares outstanding                       81,954,636        83,190,993         84,400,936

         Plus:    - shares applicable to convertible debt                     1,878,536         1,282,474          1,130,982
                  - options                                                     250,069                 -                  -

                                                                        ---------------   ---------------    ---------------
         Adjusted weighted average number of shares (c.)                     84,083,241        84,473,467         85,531,918
                                                                        ---------------   ---------------    ---------------

         Net income (US GAAP) available to holders of
         ordinary shares in thousands of Euro                                   106,103            70,883            105,323

         Plus:    Interest on assumed conversion of
                  convertible debt (net of tax)                                     513               521                420
                                                                        ---------------   ---------------    ---------------

         Net income available to holders of ordinary
         shares inclusive effect of assumed conversion of
         convertible debt in thousands of Euro (d.)                             106,616            71,404            105,743
                                                                        ===============   ===============    ===============
</TABLE>

         The diluted earnings per share are calculated as the net income
         available to holders of ordinary shares inclusive effect of assumed
         conversion (d.) times thousand divided by the adjusted weighted average
         number of shares (c.).

                                      F-33
<PAGE>

                                                                     SCHEDULE II

                             OCE AND SUBSIDIARIES

                    VALUATION AND QUALIFYING ACCOUNTS AS OF
                       NOVEMBER 30, 1998, 1999 AND 2000

<TABLE>
<CAPTION>
                                           Balance at          Additions                                             Balance at
                                            beginning         charged to                                                 end of
                                            of period             income       Acquisition         Deductions            period
                                      ---------------    ---------------       -----------    ---------------   ---------------

                                                                             (In thousands)
                                             Euro               Euro              Euro               Euro              Euro
      <S>                             <C>                <C>                   <C>            <C>               <C>
      1998
      ----
      Allowance for doubtful
      accounts:
      Accounts receivable                      34,509             12,647                 -              8,643            38,513
      Finance lease debtors                     3,995              1,903                 -                  -             5,898

      1999
      ----
      Allowance for doubtful
      accounts:
      Accounts receivable                      38,513             20,380               171             13,256            45,808
      Finance lease debtors                     5,898              5,764                 -              3,014             8,648

      2000
      ----
      Allowance for doubtful
      accounts:
      Accounts receivable                      45,808             20,351                76             16,523            52,758
      Finance lease debtors                     8,648              6,315                 -              1,716            13,247
</TABLE>

                                      F-34
<PAGE>

                                  SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the undersigned to sign
this annual report on its behalf.

                                             OCE N.V.



May 28, 2001                                 BY: R.L. van Iperen
                                                 Chairman of the Board
                                                 of Executive Directors
<PAGE>

Exhibit Index

<TABLE>
<CAPTION>
Exhibit Number        Description                                       Prior Filing or Sequential
                                                                        page number

-------------------------------------------------------------------------------------------------------
<S>                   <C>                                               <C>
    1                 Articles of Association, as confirmed by notarial deed as of April 9, 1999 (English
                      translation).

    8                 Changes in Subsidiaries of                        Filed as part of this annual
                      Oce N.V.                                          report.

    10                Excerpts from Oce Annual Report                   Filed as part of this annual
                      2000 with certain modifications                   report, pages 8-50, 87-89 and
                      (English translation)                             94-95, which are incorporated
                                                                        herein by reference.
</TABLE>