Exhibit 1.1     ARTICLES OF
ASSOCIATION of:  Exhibit 1.1  Corporate
Express N.V. having its official
seat in Maastricht.  19 April 2007.  Office translation
of the complete text of the Articles of Association of Corporate Express N.V.,
formerly named Buhrmann N.V., having its official seat in Maastricht, as they
read after the deed of amendment executed on 19 April 2007 before G.W.Ch.
Visser, civil law notary in Amsterdam, in respect of which a ministerial
statement of no objections was granted on 13 April 2007, under number NV
2293.  In preparing the
attached document, an attempt has been made to translate as literally as
possible without jeopardizing the overall continuity of the text. Inevitably,
however, differences may occur in translation, and if they do, the Dutch text
will govern by law.  In the attached
document, Dutch legal concepts are expressed in English terms and not in their
original Dutch terms; the concepts concerned may not be identical to concepts
described by the English terms as such terms may be understood under the laws
of other jurisdictions.


GV/aj/41936-00210  CHAPTER I.  Definitions.  Article 1.  In these articles of
association the following expressions shall have the following meanings:  a.the
general meeting: the body of the company formed by shareholders and other persons
entitled to vote;  b.the
general meeting of shareholders: the meeting of shareholders and other persons
entitled to attend the general meetings;  c.depository
receipts: depository receipts of shares in the company. Unless the contrary is
evident, depository receipts not issued with the cooperation of the company are
included therein;  d.holders of
depository receipts: holders of depository receipts of preference shares A issued
with the cooperation of the company. Unless the contrary is evident, those
persons who, as a result of a life interest or pledge created in shares, have
the rights granted by the law to holders of depository receipts of shares
issued with the cooperation of a company are included therein;  e.trust office: the
trust office which has been designated by the Executive Board with the approval
of the Supervisory Board for the purpose of issuing depository receipts of
preference shares A in the company;  f.the distributable
part of the capital and reserves: that part of the companys capital and
reserves which exceeds the aggregate of the part of the capital which has been
paid-up and called and the reserves which must be maintained by virtue of the
law;  g.accountant: a registeraccountant
or other accountant referred to in article 393, Book 2 of the Civil Code, as
well as an organisation within which such accountants practice;  h.the annual meeting:
the general meeting of shareholders held for the purpose of discussion and
adoption of the annual accounts;  i.subsidiary:  ·
  
  a legal entity in which the
  company or one or more of its subsidiaries, whether or not by virtue of
  agreement with other persons who can cast votes, can exercise alone or
  together more than half of the voting rights in the general meeting of
  members or shareholders of that legal entity;·
  
  a legal entity in respect of
  which the company or one or more of its subsidiaries is a member or
  shareholder and, whether or not by virtue of agreement with other persons who
  can cast votes, alone or together, can appoint or dismiss more than half the
  management or members of the Supervisory Board, also in the event all the
  persons who can cast votes, vote.  1


A company trading
under its own name shall be regarded as a subsidiary, where the company or one
or more subsidiaries as partner is fully liable to creditors for debts;  all this with due
observance of all provisions of the paragraphs 3 and 4 of article 24a, Book 2
of the Civil Code;  j.
  
  group company: a legal
  entity or company with which the company is, in the meaning of article 24b,
  Book 2 of the Civil Code, joint in a group;k.
  
  dependent company:  ·
  
  a legal entity in respect of
  which the company or one or more dependent companies, solely or jointly and
  for its or their own account, contribute(s) at least one-half of the
  issued capital;·
  
  a partnership, a (business)
  undertaking of which is registered in the trade register and for which the
  company or a dependent company is fully liable as a partner towards third
  parties for all liabilities;  l.
  
  Official Price List: the
  Official Price List of Euronext Amsterdam N.V. or an official publication
  replacing it;m.
  
  General Rules: the General
  Rules (Algemeen Reglement) Euronext Amsterdam Stock Market;n.
  
  Necigef: Nederlands Centraal
  Instituut voor Giraal Effectenverkeer B.V.: the Netherlands central
  securities depository (centraal instituut) as referred to in the Securities
  Bank Giro Transfer Act (Wet giraal effectenverkeer) (Euroclear Netherlands);o.
  
  Necigef-beneficiary: in
  respect of ordinary shares, a participant (deelgenoot) in the collective
  deposit (verzameldepot) of ordinary shares of a Necigef-participant, all
  within the meaning of the Securities Bank Giro Transfer Act;p.
  
  Necigef-participant: an
  institution which is an associated institution (aangesloten instelling)
  within the meaning of the Securities Bank Giro Transfer Act;q.
  
  Necigef Global Certificate:
  the one single share certificate representing all bearer ordinary shares in
  issue from time to time referred to in article 5, paragraph 2, of these
  articles of association;r.
  
  in writing: unless the law
  or these articles provide otherwise, a message that is conveyed by letter,
  telefax, e-mail or any other electronic means of communication, provided the
  message is legible and reproducible.  CHAPTER II.  Name, seat, objects.  Article 2. Name and seat.  1.
  The name of the company is:Corporate Express N.V.2.
  The official seat
  of the company is in Maastricht.  2


Article 3. Objects.  The objects of the company are
to participate in, to manage, to finance and to render services to other
companies or enterprises, in particular those companies which operate in the
field of the distribution of products and the rendering of services for the
office market, the graphic market and the industrial market, and to do all that
is connected therewith or may be conducive thereto, all to be interpreted in
the broadest sense.  CHAPTER III.  Capital and shares. Registers.  Article 4. Authorized capital. Types of shares.  1.The authorized
capital amounts to one billion and eighty million euros (EUR 1,080,000,000.).  2.It is divided into
shares of one euro and twenty eurocents (EUR 1.20) each, being:  ·three
hundred and ninety-five million(395,000,000) ordinary shares;  ·fifty-five
million (55,000,000) preference shares A; and  ·four
hundred and fifty million (450,000,000) preference shares B.  3.The ordinary shares
may, at the choice of the shareholder, be registered shares or bearer shares.
The preference shares A and B shall be registered shares.  4.Wherever the
articles of association refer to shares or shareholders, all three classes of
shares mentioned in paragraph 2 shall be understood to be referred to as well
as the holders thereof, unless the contrary is evident. Wherever the articles
of association refer to preference shares, both classes of preference shares
mentioned in paragraph 2 shall be understood to be referred to, unless the
contrary is evident.  5.The company shall
not lend its co-operation to the issue of depository receipts of its preference
shares B. The company may, duly observing the provision in article 22 paragraph
1, opening lines and sub b., lend its co-operation to the issue of depository
receipts of its ordinary shares and its preference shares A.  Article 5.
Bearer ordinary shares: Necigef Global Certificate.  1.On the occasion of
the issuance of ordinary shares any person entitled to receive such share may
submit a written request to the company for a registered ordinary share.
Without such request, the person entitled to such share shall obtain a bearer
ordinary share in conformity with the provisions of this article 5.  2.All bearer ordinary
shares in issue from time to time shall be represented by one single share
certificate (the Necigef Global Certificate).  3.The company shall
have the Necigef Global Certificate kept in safe custody by Necigef for the
benefit of the Necigef-beneficiaries.  3


4.The company shall
confer a right to a bearer ordinary share on a person by (i) having
Necigef enable the company to add an ordinary share to the Necigef Global
Certificate, and (ii) by the entitled person designating a Necigef-participant
that will accordingly credit him as Necigef-beneficiary in this
Necigef-participants collective deposit of ordinary shares in the company.  5.Without prejudice
to the provisions in article 42, paragraph 4, of these Articles of Association,
Necigef shall be irrevocably charged with the management of the Necigef Global
Certificate and be irrevocably authorised on behalf of the
Necigef-beneficiaries to perform all acts in respect of the shares concerned,
including acceptance and delivery and lending 
cooperation in the crediting and debiting of the Necigef Global
Certificate.  6.No individual
bearer ordinary share shall be handed over.  7.A
Necigef-beneficiary may at any time require the conversion of one or more
bearer ordinary shares up to the maximum number he is entitled to into
registered ordinary shares. Such conversion of one or more ordinary shares is
only allowed to the maximum number for which he is Necigef-participant and
shall require (i) the transfer by deed of the shares concerned by Necigef
to the Necigef-beneficiary, (ii) the company acknowledging the transfer of
the shares concerned, (iii) Necigef enabling the company to have the
ordinary shares debited from the Necigef Global Certificate, (iv) the Necigef-participant
concerned debiting the Necigef-beneficiary accordingly as a participant in its
collective deposit of ordinary shares in the company and (v) the company
effecting the entry of the Necigef-beneficiarys name in the companys register
of shareholders as holder of the registered ordinary shares concerned.  8.A holder of
registered ordinary shares may at any time require the conversion of such ordinary
shares into bearer ordinary shares. Conversion of one or more registered ordinary
shares shall require (i) the transfer of the shares concerned by the
shareholder to Necigef, (ii) the company acknowledging the transfer of the
shares concerned, (iii) Necigef enabling the company to have the ordinary
shares credited to the Necigef Global Certificate, (iv) the
Necigef-participant crediting the shareholder accordingly as
Necigef-beneficiary in its collective deposit of ordinary shares in the
company, and (v) the company effecting the deletion of the shareholders
name as holder of the shares concerned in the companys register of shareholders.  9.For the purpose of
application of the provisions of these Articles of Association, shareholders
shall be understood to include Necigef-beneficiaries.  10.In the event of the
damage, destruction or loss of share certificates, the Board of Management may
issue duplicates. The issue of a duplicate shall  4


render the original document worthless vis-à-vis the company. The new
document shall clearly state that it is a duplicate.  Article 6.  To be deleted.  Article 7.  To be deleted.  Article 8.  To be deleted.  Article 9. Registers of shareholders.  1.Of preference
shares A and B no certificates will be issued.  2.The Executive Board
shall keep a register containing the names and addresses of all holders of
ordinary registered shares and of all holders of preference shares A.  3.The Executive Board
shall also keep a separate register containing the names and addresses of all
holders of preference shares B.  4.In each register
shall be recorded the date on which the shares are acquired by the shareholder,
the date of acknowledgement or official service and the amount paid on each
share.  5.Every holder of one
or more registered shares and everyone having a life interest or a right of
pledge over one or more such shares shall be obliged to provide the company in
writing with their address.  6.All entries and
notes in a register shall be signed by two members of the Executive Board or by
a person authorized thereto in accordance with the provisions of article 21
paragraph 2.  7.Article 85,
Book 2 of the Civil Code also applies to the registers.  8.Extracts from a
register are not marketable.  CHAPTER IV.  Issuance of shares.  Article 10. Body competent to issue shares.  1.Shares are issued
pursuant to a resolution adopted by the general meeting. The provision in the
preceding sentence is not applicable if and insofar as another body of the
company has been designated by the articles of association or by a resolution
adopted by the general meeting for a period of five years maximum. When a
designation is made, it must be determined how many shares may be issued. A
designation made by the articles of association may be withdrawn pursuant to an
amendment to the articles of association. A designation made by a resolution
adopted by the general meeting cannot be withdrawn, unless it was determined
otherwise when the designation was made.  2.A resolution by the
general meeting to issue shares or to designate another body competent to issue
shares may only be adopted on a proposal of the Executive Board that has been
approved by the Supervisory Board.  5


3.Issue of preference
shares B pursuant to a decision of a body other than the general meeting, as a
result of which the total amount of preference shares B issued would exceed one
hundred per cent (100%) of the total amount of ordinary shares and preference
shares A issued, shall only be effected after prior approval by the general
meeting to be granted for each specific case.  4.If preference
shares B are issued pursuant to a decision of a body other than the general
meeting, as a result of which the total amount of preference shares B issued
would not exceed one hundred per cent (100%) of the total amount of ordinary
shares and preference shares A issued, a general meeting of shareholders shall
be convened and held within four weeks from the day of issue, at which the
reasons for the issue are explained.  If the number of
preference shares A that are or at any time were held by the trust office
equals seventy per cent (70%) or more of the share capital issued in the form
of ordinary shares and preference shares A, issue of preference shares B by a
body other than the general meeting of shareholders shall only be effected up
to an amount of preference shares B not exceeding fifty per cent (50%) of the
joint total amount of ordinary shares and preference shares A issued.  5.The provisions in
paragraphs 1 up to and including 4 shall be analogously applicable to granting
rights to take up shares, but shall not be applicable to issuing shares to a person
exercising a right to take up shares previously granted.  6.If preference
shares B are issued pursuant to a resolution adopted by a body other than the
general meeting, a general meeting of shareholders shall be convened which
shall be held two years at the latest from the day on which preference shares B
were issued for the first time pursuant to a resolution adopted by a body other
than the general meeting. The agenda for this meeting shall mention a
resolution concerning the acquisition by the company or cancellation of the
preference shares B issued pursuant to a resolution adopted by a body other
than the general meeting. If the resolution to be adopted under this agenda
item does not purport the acquisition by the company or cancellation of the
preference shares B issued pursuant to a resolution adopted by a body other
than the general meeting, a general meeting shall be convened and held each
time within two years from the date of the preceding meeting and the agenda for
those meetings shall include a resolution concerning acquisition by the company
or cancellation of the preference shares B issued pursuant to a resolution
adopted by a body other than the general meeting. This until no more preference
shares B issued pursuant to a resolution adopted by a body other than the
general meeting are held by third parties.  7.Article 96,
Book 2 of the Civil Code also applies to the issue of shares and the granting
of rights to take up shares.  6


Article 11.
Conditions of issuance. Rights of pre-emption.  1.The price and
further conditions of issue shall be determined at the same time as the
resolution to issue shares. The issue price may be no lower than par, without
prejudice to the provisions of article 80 paragraph 2, Book 2 of the Civil
Code.  2.Upon the issue of
ordinary shares, every holder of ordinary shares shall have a preferential
right in accordance with article 96a, Book 2 of the Civil Code. The same
applies to the granting of rights for the taking up of ordinary shares.  3.The preferential
right may be limited or excluded pursuant to a resolution adopted by the
general meeting. The provision in the preceding sentence shall not be
applicable if and insofar as the other body of the company designated pursuant
to article 10 paragraph 1 by the articles of association or a resolution adopted
by the general meeting for a fixed period of five years maximum has been designated
as being competent to limit or exclude the preferential right. The competence
of the other body of the company shall terminate at the time when the
competence of this other body of the company to issue shares terminates.
Paragraphs 1 and 2 of article 10 shall be analogously applicable.  4.Articles 96a and
97, Book 2 of the Civil Code also apply to the conditions of issue and to the
preferential right.  Article 12. Payment for shares.  1.Upon the taking up
of each ordinary share and each preference share A, the total par value shall
be paid together with, if the share is taken up at a higher price, the
difference between these amounts, without prejudice to the provisions in
article 80 paragraph 2, Book 2 of the Civil Code.  2.In taking up each
preference share B, at least a quarter of the par value shall be paid.  3.Further payments on
preference shares B shall be made only after the company has called up such
payments. The calling in of further payments shall be effected pursuant to a
decision of the Executive Board. Such decision shall be subject to the approval
of the Supervisory Board.  4.Payments on
preference shares may only be made in money.  Payments
on ordinary shares shall be made in money insofar as no other form of payment
has been agreed.  5.The Executive Board
shall be authorized to enter into legal transactions concerning non-monetary
payments on ordinary shares, and the other legal transactions referred to in article
94, Book 2 of the Civil Code, without the prior approval of the general
meeting.  6.Articles 80, 80a,
80b and 94b, Book 2 of the Civil Code also apply to payments on shares and
non-monetary contributions.  7


7.For preference
shares A a separate share premium reserve shall be held, to be indicated as
share premium reserve A. Amounts are booked to this share premium reserve which
are paid as premiums on the preference shares A. No amount can be written off
from the share premium reserve A and no distribution can be made out of this
share premium reserve, without prejudice to the provisions of article 14
paragraph 2 sub b  and article 34
paragraph 3 under b.  CHAPTER V.  Own shares and depository receipts thereof.  Article 13.  1.The company shall
be entitled to acquire its own fully paid-up shares or the depository receipts
in respect thereof, provided either no valuable consideration is given or
provided that:  a.the distributable
part of the capital and reserves is at least equal to the purchase price; and  b.the nominal value
of the shares or the depository receipts in respect thereof which the company
acquires, holds or holds in pledge or which are held by a subsidiary does not
exceed one tenth of the issued capital.  2.The company may
acquire own shares or depository receipts thereof in order to transfer them, in
pursuance of a regulation relating thereto, to staff employed by the company or
by a group company.  3.The acquisition or
alienation of own shares shall take place pursuant to a decision of the
Executive Board. Such a decision shall be subject to the approval of the
Supervisory Board, without prejudice to the provisions of article 98 paragraph
4, Book 2 of the Civil Code.  4.Articles 89a, 95,
98, 98a, 98b, 98c, 98d and 118, Book 2 of the Civil Code also apply to own
shares or depository receipts thereof.  CHAPTER VI.  Capital reduction.  Article 14.  1.The general meeting
may decide to reduce the issued capital, but only at the proposal of the Executive
Board with the approval of the Supervisory Board:  a.by
cancelling shares; or  b.by
reducing the amount of the shares by alteration of the articles of association.  2.a.A
resolution to cancel shares may only be adopted for:  (i)shares
which the company holds itself or for which it holds the depository receipts;
or  (ii)all
preference shares of a certain class or all ordinary shares, but exclusively
provided in all cases that such cancellation is  8


effected in accordance with this article and that the holders of the relevant
class of shares will receive the payments provided for in this article 14
paragraph 2. If, after total cancellation of one or more classes of shares,
only one class of issued shares remains, the remaining class shall no longer be
subject to cancellation.  b.In the event of
cancellation of all preference shares A, without prejudice to any provision of
the law on the subject, on each preference share A the following shall be paid:  (i)an
amount equal to the yield basis A referred to in article 33 paragraph 1 sub a,
to the greatest extent possible as a repayment of the nominal amount paid on
those shares and for the remainder, to the greatest extent possible, at the
expense of the share premium reserve A and, if this reserve does not suffice,
at the expense of the other distributable parts of the capital and reserves,
plus,  (ii)the
sum of (x) an amount equal to any unpaid dividend, whether declared or
not, on the preference shares A in respect of any closed financial year, which
amount shall be calculated in accordance with the provisions of article 33,
paragraph 1, increased by the interest as referred to in that article, if applicable,
to be calculated over the period ending on the date on which the dividend shall
become payable, and (y) an amount equal to the dividend on the preference
shares A in respect of the current financial year, which amount shall be
calculated in accordance with the provisions of article 33, paragraph 1, to be
calculated proportionally over the elapsed portion of that financial year
ending on the date on which the dividend shall become payable. If, in
accordance with the foregoing, the entire amount of the share premium reserve A
is not paid, the remainder of the share premium reserve A shall be written off
in favour of a general share premium reserve.  c.A resolution of the
general meeting to cancel or partially repay shares of a certain class shall
only be passed in case of a simultaneous or prior approving resolution of the
meeting of holders of shares of the class concerned unless it was resolved
otherwise upon the first issuance of shares of the class concerned.  3.Partial
repayments on shares or exemption from the obligation to pay calls is only possible
in order to implement a decision to reduce the amount of the shares.  Such repayments or such an exemption shall take place:  a.with regard to all
shares; or  9


b.with regard to
either the preference shares of a certain class or the ordinary shares.  A resolution of the
general meeting to reduce the amount of the shares of one or more classes shall
only be passed in case of simultaneous or prior approving resolutions of the
meetings of holders of shares of the classes concerned severally.  4.The provisions of
articles 99 and 100, Book 2 of the Civil Code also apply to capital reduction.  CHAPTER VII.  Transfer and delivery of shares. Limited rights.  Article 14A.
Limitation of the transfer of preference shares A.  1.Preference shares A
may be transferred only to natural persons.  2.Without prejudice
to the provision in the preceding paragraph, transfer of preference shares A
shall not be possible if the acquirer is the holder of a nominal amount of
preference shares A together equal to one per cent (1%) or more of the capital
issued in the form of preference shares A. If the acquirer is not a holder of
preference shares A or is the holder of a nominal amount of preference shares A
equal to less than one per cent (1%) of the capital issued in the form of preference
shares A, transfer shall not be possible insofar as he would thereby acquire
more than one per cent (1%) of the capital issued in the form of preference
shares A. For the application of the provisions in this article, holding
preference shares A or acquiring preference shares A shall be understood to
include holding or acquiring voting rights, whether or not by the establishment
of a life interest, the acquisition or holding of preference shares A by a
third party for the account of a person and entering into or being a party to
an agreement with a third party who has the right to vote, which agreement
provides for a permanent joint policy in respect of exercising the right to
vote, all as referred to in articles 12 and 13 of the Wet melding zeggenschap
en kapitaalbelang in effectenuitgevende instellingen (Disclosure of Major
Holdings and Equity Investments in Securities Issuing Institutions Act). For
calculating the said percentage of one per cent (1%), the preference shares A
which are allocated to a person as holder or acquirer pursuant to the preceding
sentence shall be included.  3.For the application
of the provisions in the two preceding paragraphs of this article, acquisition
of preference shares A in an issue of preference shares A or in a payment in
preference shares A is put on a par with transfer; for determining the size of
the capital issued in the form of preference shares A, the shares to be issued
or to be used in payment are included in the calculation. In deviation from
what has been provided hereinbefore in this paragraph, a shareholder who is a
legal entity or who is the holder of one per cent (1%) or more of the capital
issued in the form of preference shares  10


A, may acquire
preference shares A in an issue or in a payment in preference shares A, however
up to such maximum percentage of the nominal amount by which the capital issued
in the form of preference shares A is increased by the issue or payment as
being equal to the percentage of the capital issued in the form of preference
shares A held by that shareholder prior to the issue or the payment.  4.The provisions in
paragraphs 1 and 2 shall not be applicable to the company and its subsidiaries.  5.Furthermore, the
provisions in paragraphs 1, 2 and 3 shall not be applicable if the Executive
Board has granted an exemption. Such exemption may be subject to conditions.
The exemption is irrevocable. The Executive Boards decision to that effect
shall be subject to the approval of the Supervisory Board. The exemption shall
only be granted:  a.to the trust office
and to a third party with whom the trust office has entered into an agreement
providing for a permanent joint policy in respect of exercising the right to
vote as referred to in paragraph 2;  b.in case of a
transfer by the company and an issue of preference shares A by the company in
the context of a merger or of acquiring a participating interest or increase thereof
or of a joint venture.  Merger in
sub-paragraph b. is understood to constitute the legal merger as referred to in
Title 7, Book 2 of the Civil Code, as well as gaining control by means of
participation in a company or acquiring a company against the issue of shares.  6.In the event that
in the division of a community of property, in case of acquisition pursuant to
the law of inheritance or generally in case of acquisition under general title,
the number of preference shares A thus acquired by a natural person, together
with those already belonging to the acquirer, exceeds the number that can be
transferred pursuant to this article, the shares exceeding said limit shall
either be exchanged for depository receipts of shares issued by the trust
office or sold within a period to be determined by the Executive Board
amounting to two months minimum and six months maximum; failing this, the
company shall be irrevocably authorised to sell the relevant shares or depository
receipts thereof at the stock exchange, being obliged to transfer the net proceeds
to the person who is entitled thereto; failing a stock market quotation, the
sale shall be effected at a price to be determined by three corporate members
of Euronext Amsterdam N.V. holding office in Amsterdam, to be appointed by said
association.  7.In the event that
in the division of a community of property, in case of acquisition pursuant to
the law of inheritance or generally in case of acquisition under general title,
a legal entity acquires preference shares A, the shares thus acquired shall
either be exchanged for depository receipts of  11


shares or sold
within the period referred to in the preceding paragraph and duly observing the
provisions in the preceding paragraph, failing which, the company shall be
irrevocably authorised to sell the relevant shares in the manner set forth in
the preceding paragraph.  8.If an obligation to
effect exchange or sale exists pursuant to the provisions in this article, the
right to attend meetings and the voting right cannot be exercised and the right
to payments shall be suspended for as long as the shareholder does not fulfil
his obligations to effect exchange or transfer.  9.For the application
of this article, issue of shares shall be understood to include:  a.pursuant to article
322, Book 2 of the Civil Code, the allocation of shares to shareholders of a
vanishing company which enters into a legal merger with the company;  b.pursuant to article
344e, Book 2 of the Civil Code, the allocation of shares to shareholders of a
demerging company who shall become shareholder of the company by that demerger.  Article 15. Transfer of registered shares.  1.The transfer of a
registered share or the transfer of a right in rem therein shall be realized by
means of a deed to that effect as well as, except if the company itself is a
party to that legal act, acknowledgement in writing of the transfer by the
company.  Acknowledgement is
effected in the deed, or by a dated declaration of acknowledgement on the deed
or on a copy or extract thereof which is certified by a civil law notary or by
the transferor. Official service of that deed or that copy or extract on the
company shall rank as acknowledgement. If the acknowledgement refers to
transfer of partly paid-up preference shares B, acknowledgement can only be
effected if the deed is legally dated.  2.A right of pledge
may also be created without acknowledgement or official service to the company.
In such case, article 239, Book 2 of the Civil Code applies accordingly, on the
understanding that the communication meant in paragraph 3 of that article,
shall then be replaced by acknowledgement by or official service to the
company.  3.The acknowledgement
shall be signed by two members of the Executive Board or by the person
authorized thereto in accordance with article 21, paragraph 2.  4.The provisions of
the paragraphs 1 and 3 apply accordingly to the allocation of registered shares
on the division of jointly-held property.  Article 16. Life interest (Vruchtgebruik).
Pledging (Pandrecht).  1.The shareholder
shall have voting rights in respect of the shares in which the life interest or
the pledge is created.  12


However, the voting
rights shall accrue to the beneficiary of the life interest or the pledgee in
the event that it was so stipulated at the creation of the life interest or the
pledge.  The shareholder who
holds no voting rights and the beneficiary of a life interest or pledgee who
does hold voting rights shall have the rights which the law attributes to
holders of depository receipts of shares in a company which are issued with
that companys cooperation. A beneficiary of a life interest or a pledgee who
holds no voting rights shall not have the rights referred to in the preceding
sentence.  2.The rights arising
from a share in which a life interest is created, conducing to the acquisition
of shares shall accrue to the shareholder on the basis that the shareholder
shall compensate the beneficiary of the life interest for the value thereof to
the extent that the latter is entitled thereto by virtue of his life interest.  CHAPTER VIII.  Management.  Article 17. Executive Board.  1.The management of
the company shall be constituted by an Executive Board consisting of two or
more members.  2.Subject to the
fixed minimum, the number of members of the Executive Board shall be fixed by
the Supervisory Board.  3.The Supervisory
Board shall designate from the Executive Board a president of the Executive
Board. The Supervisory Board may also from the Executive Board designate a
deputy president and/or a vice-president of the Executive Board. The
Supervisory Board may terminate such designations at all times.  Article 18. Appointment, suspension and
dismissal.  1.The members of the
Executive Board shall be appointed by the general meeting from a list of
candidates, to be proposed by the Supervisory Board.  2.A nomination or
recommendation to appoint a member of the Executive Board shall state the
candidates age and the positions he holds or has held, insofar as these are
relevant for the performance of the duties of a member of the Executive Board.
The nomination and recommendation must state the reasons on which they are
based.  3.A resolution of the
general meeting to appoint a member of the Executive Board in accordance with a
nomination by the Supervisory Board shall require an absolute majority of the
votes cast.  4.A resolution of the
general meeting to appoint a member of the Executive Board other than in
accordance with a nomination by the Supervisory Board shall require an absolute
majority of the votes cast representing more than one-third of the companys
issued capital. A new meeting as referred to in section 120, subsection 3 of
Book 2 of the Netherlands Civil Code cannot be  13


convened.  5.At a general
meeting of shareholders, votes in respect of the appointment of a member of the
Executive Board, can only be cast for candidates named in the agenda of the meeting
or explanatory notes thereto. If none of the candidates nominated by the
Supervisory Board is appointed, the Supervisory Board shall retain the right to
make a new nomination at a next meeting.  6.Each member of the
Executive Board may be suspended and removed at any time by the general
meeting.  7.A
resolution to suspend or remove other than on a motion of the Supervisory Board
may only be passed by the general meeting with an absolute majority of the
votes cast representing more than one-third of the companys issued capital. Article 18,
paragraph 4, last sentence, shall apply mutatis mutandis.  8.Each member of the
Executive Board may be suspended at any time by the Supervisory Board.  9.A suspension may be
extended on one or more occasions, but not for a total of more than three
months. If no decision has been made to set aside the suspension or dismiss the
member by the end of that period, the suspension shall be set aside.  Article 19. Remuneration.  1.The company has a
policy on the remuneration of the Executive Board. The policy shall be proposed
by the Supervisory Board and adopted by the general meeting.  2.The remuneration
and further terms of employment of the Executive Board shall be determined by
the Supervisory Board, with due observance of the policy referred to in paragraph
1.  3.If the remuneration
of the Executive Board also consists of schemes under which shares or rights to
subscribe for shares are granted, the Supervisory Board shall submit a proposal
with respect to these schemes to the general meeting for approval. The proposal
must at least state the number of shares or rights to subscribe for shares that
can be granted to the Executive Board and the conditions for the granting and
amending thereof.  Article 20. Duties of the
Executive Board. Decision making process. Allocation of duties.  1.Subject to the
restrictions imposed by these articles of association, the Executive Board
shall be entrusted with the management of the company.  2.The Executive Board
shall draw up rules regulating tasks, operating procedures and
decision-making by the Executive Board. Such by-laws shall require the approval
of the Supervisory Board.  14


3.The Executive Board
may determine the duties with which each member of the Executive Board will be
charged in particular. The allocation of duties shall require the approval of
the Supervisory Board.  Article 21. Representation.  1.The Executive Board
shall be authorized to represent the company.  Two members of the
Executive Board, acting jointly, as well as one member of the Executive Board
and a staff member as mentioned in paragraph 2, acting jointly, are also
authorized to represent the company.  2.The Executive Board
may appoint staff members with general or limited power to represent the
company. Each appointment may, at all times, be discontinued. Each of these
staff members shall be able to represent the company with due observance of any
restrictions imposed on him. The Executive Board shall determine their titles.
A resolution of the Executive Board as meant in this paragraph is subject to
the approval by the Supervisory Board.  3.In the event of a
conflict of interest between the company and a member of the Executive Board,
the company shall be represented by such member of the Executive Board or of
the Supervisory Board as the Supervisory Board shall designate for this purpose.  Article 22.
Approval of decisions of the Executive Board.  1.The Executive Board
shall need the approval of the general meeting for resolutions entailing a
significant change in the identity or character of the company or its business,
in any case concerning:  a.
  
  the transfer of (nearly) the
  entire business of the company to a third party;b.
  
  entering into or terminating
  a long term cooperation between the company or a subsidiary and another legal
  entity or company or as a fully liable partner in a limited partnership or
  general partnership, if such cooperation or termination is of fundamental
  importance for the company;c.
  
  acquiring or disposing of a
  participation in the capital of a company if the value of such participation
  is at least one third of the sum of the assets of the company according to
  its balance sheet and explanatory notes or, if the company prepares a
  consolidated balance sheet, its consolidated balance sheet and explanatory
  notes according to the last adopted annual accounts of the company, by the
  company or a subsidiary.  2.Without prejudice
to any other appropriate provision of these articles of association, the
Executive Board shall obtain the approval of the Supervisory Board for
managerial decisions with respect to any one or more of the following matters:  15


a.the issue and
acquisition of shares in and debentures at the expense of the company or of
debentures at the expense of a limited partnership, or a partnership in respect
of which the company is actively fully liable;  b.cooperation to the
issue of depository receipts of shares;  c.application for a
quotation or withdrawal of the quotation of the securities referred to sub a.
and b. in the price list of any stock exchange;  d.the entering into
or the termination of long-term cooperation of the company or a dependent
company with any other company or legal entity or as actively fully liable in a
limited partnership (commanditaire vennootschap) or general partnership
(vennootschap onder firma) if such cooperation or termination is of fundamental
importance for the company;  e.the entering by the
company or a dependent company in participation in the capital of another
company if the value of such participation is at least one quarter of the
amount of the issued share capital plus reserves of the company according to
its balance sheet with explanatory notes as well as the essential increase or
reduction of such participation;  f.investments
requiring an amount equal to at least one fourth part of the issued share
capital with reserves of the company according to its balance sheet with
explanatory notes;  g.a proposal to amend
the articles of association;  h.a proposal to
dissolve the company;  i.a petition for
bankruptcy or request for suspension of payments (surséance van betaling);  j.termination of the
employment of a considerable number of the companys employees or of a
dependant companys employees simultaneously or within a short period of time;  k.radical change in
the employment conditions of a considerable number of the companys employees
or of a dependant companys employees;  l.a proposal to
reduce the issued share capital of the company;  m.a
proposal for a merger or demerger within the meaning of Title 7, Book 2 of the
Civil Code.  3.The Supervisory
Board is entitled to require further decisions of the Executive Board in
addition to those mentioned in paragraph 2 to be subject to its approval. Such
further decisions shall be clearly specified and notified to the Executive
Board in writing.  4.The lack of
approval of the general meeting in respect of a decision referred to in
paragraph 1 and the lack of approval of the Supervisory Board in  16


respect of a
decision referred to in paragraph 2, sub-paragraphs a. up to and including l.
and in paragraph 3 does not affect the authority of the Executive Board or its
members to represent the company.  Article 23. Absence or prevention.  If a member of the Executive
Board is absent or is prevented from performing his duties, the remaining
members or member of the Executive Board shall be temporarily entrusted with
the entire management of the company. If all members of the Executive Board are
absent or are prevented from performing their duties, the management of the
company shall be temporarily entrusted to the Supervisory Board which shall
then be authorized to entrust the management temporarily to one or more
persons, whether or not from among its members.  CHAPTER IX.  Supervisory Board.  Article 24. Number of
members. Profile.  1.The company shall
have a Supervisory Board, consisting of individuals. The Supervisory Board
shall consist of at least three members. Where the number of members of the
Supervisory Board falls below three, then the board shall take measures
forthwith to fill the number of its members.  2.The number of
members of the Supervisory Board shall, with due observance of the provisions
of paragraph 1, be determined by the Supervisory Board.  3.The Supervisory
Board adopts a profile on its size and composition, taking into account the
character of the business, its activities and the desired expertise and
background of the members of the Supervisory Board.  Article 25. Appointment.  1.The members of the
Supervisory Board shall be appointed by the general meeting from a list of
candidates, to be proposed by the Supervisory Board.  2.When a member of
the Supervisory Board is proposed for appointment, particulars shall be stated
in respect of his age, his profession, the nominal amount of shares in the
capital of the company he holds and his present and past functions in so far as
the same are of interest in connection with the performance of the duties of a
member of a Supervisory Board. Legal entities of which he is already a
Supervisory Board member shall also be mentioned; if there are companies among
them which belong to the same group, it shall be sufficient to name that group.
The reasons for the proposal shall be stated.  3.A resolution of the
general meeting to appoint a member of the Supervisory Board in accordance with
a nomination by the Supervisory Board shall require an absolute majority of the
votes cast.  4.A resolution of the
general meeting to appoint a member of the Supervisory Board other than in
accordance with a nomination by the Supervisory Board shall require an absolute
majority of the votes cast representing more than  17


one-third of the
companys issued capital. A new meeting as referred to in section 120,
subsection 3 of Book 2 of the Netherlands Civil Code cannot be convened.  5.At a general
meeting of shareholders, votes in respect of the appointment of a member of the
Supervisory Board, can only be cast for candidates named in the agenda of the
meeting or explanatory notes thereto. If none of the candidates nominated by
the Supervisory Board is appointed, the Supervisory Board shall retain the
right to make a new nomination at a next meeting.  6.For the appointment
of members of the Supervisory Board, the provisions of article 142 Book 2 of
the Civil Code also apply.  Article 26. Retirement,
suspension and dismissal of members of the Supervisory Board.  1.Every member of the
Supervisory Board shall retire not later than the day on which the first
general meeting of shareholders is held after four years have elapsed from his
appointment.  2.The Supervisory
Board members shall retire periodically in accordance with a rotation plan to
be drawn up by the Supervisory Board. Any alteration to the rotation plan
cannot imply that a member sitting on the Supervisory Board shall resign
against his will before the period has expired in respect of which he was appointed.  3.A resigning member
of the Supervisory Board may be re-appointed. In a proposal for reappointment,
the Supervisory Board shall take into account the performance of the nominated
member of the Supervisory Board in the past.  4.Without prejudice
to the provisions in paragraph 5, every member of the Supervisory Board may be
suspended or dismissed by the general meeting of shareholders at all times.  5.A resolution of the
general meeting to suspend or remove a member of the Supervisory Board other
than in accordance with a proposal of the Supervisory Board shall require an
absolute majority of the votes cast representing more than one third of the
companys issued capital. Article 25, paragraph 4, last sentence, shall
apply mutatis mutandis.  6.Any suspension may
be extended one or more times, but may not last longer than three months in
all. If, at the end of that period, no decision has been taken on termination
of the suspension or on removal, the suspension shall end.  Article 27. Remuneration.  The general meeting shall
determine the remuneration for every member of the Supervisory Board.  18


Article 28. Duties and powers.  1.It shall be the
duty of the Supervisory Board to supervise the management of the Executive
Board and the general course of affairs in the company and in the business connected
with it. It shall assist the Executive Board with advice. In performing their
duties the Supervisory Board members shall act in accordance with the interests
of the company and of the business connected with it.  2.The Executive Board
shall supply the Supervisory Board in due time with the information required
for the performance of its duties.  3.Further, at least
once a year, the Executive Board shall inform the Supervisory Board of the main
aspects of the strategic policy, the general and financial risks and the
companys management and control systems in writing.  4.The Supervisory
Board shall have access to the buildings and premises of the company and shall
be authorized to inspect the books and records of the company. The Supervisory
Board may designate one or more persons from among its members or an expert to
exercise these powers. The Supervisory Board may also in other cases be
assisted by experts. The costs of these experts shall be for the account of the
company.  Article 29.
Proceedings and decision making process. Committees.  1.The Supervisory
Board shall elect a president from amongst its members, and one or more
vice-president(s) who shall take the place of the president in the latters
absence. It shall appoint a secretary, who need not be a member of the
Supervisory Board, and make arrangements for his substitution in case of absence.  2.In the absence of
the president and the vice-president(s) at a meeting, the meeting shall
itself designate a president.  3.The Supervisory
Board shall meet whenever the president, or two other Supervisory Board
members, or the Executive Board make(s) a request thereto.  4.The secretary shall
keep minutes of the proceedings at meetings of the Supervisory Board. The
minutes shall be adopted in the same meeting or in a following meeting of the
Supervisory Board and shall be signed by the president and the secretary as
evidence thereof.  5.All decisions of
the Supervisory Board shall be adopted by an absolute majority of the votes
cast.  6.Decisions of the
Supervisory Board shall only be valid if taken at a meeting at which the
majority of the Supervisory Board members are present or represented.  7.A Supervisory Board
member may be represented by a co-member of the Supervisory Board authorized in
writing.  A Supervisory Board
member may not act as representative for more than one co-member.  19


8.The Supervisory Board may also take decisions
without a meeting, provided the proposal concerned is submitted to all Supervisory
Board members and none of them objects to this manner of taking decisions. The
secretary shall draw up a report regarding a decision thus taken and shall
attach the replies received to the report, which shall be signed by the
president and the secretary. This manner of taking decisions shall be notified
in the following meeting of the Supervisory Board.  9.The Supervisory Board shall meet together with
the Executive Board as often as the Supervisory Board or Executive Board makes
a request thereto.  10.The Supervisory Board shall draw up rules containing
further regulations on the procedure for holding meetings and decision-making
by the Supervisory Board, and its operating procedures.  11.The Supervisory Board may, without
prejudice to its responsibilities, designate one or more committees from among
its members, who shall have the responsibilities specified by the Supervisory
Board.  12.The composition of any such
committee shall be determined by the Supervisory Board.  13.The general meeting may additionally
remunerate the members of the committee(s) for their services.  Article 30. Indemnity.  1.The Company shall indemnify and hold
harmless each member of the Executive Board and each member of the Supervisory
Board (each of them, for the purpose of this article 30 only, the Director) against any and all liabilities, claims,
judgements, fines and penalties (the Claims),
incurred by the Director as a result of any threatening, pending or completed
action, investigation or other proceeding, whether civil, criminal or
administrative (the Action),
brought by any party other than the Company itself or its group companies, in
relation to acts or omissions in or related to his capacity as a Director.
Claims will include derivative actions brought on behalf of the Company or its
group companies against the Director and claims by the Company itself (or one
of its group companies) for reimbursement of claims by third parties on the
ground that the Director was jointly liable toward that third party, in
addition to the Company.  2.The Director will not be indemnified
with respect to Claims in so far as they relate to the gaining in fact of
personal profits, advantages or remuneration to which he was not legally
entitled, or if the Director shall have been adjudged to be liable for gross
negligence (grove nalatigheid), wilful misconduct (opzet) or intentional recklessness (bewuste
roekeloosheid).  3.Any expenses (including reasonable
attorneys fees and litigation costs) (together the Expenses)
incurred by the Director in connection with any Action, shall be reimbursed by
the Company, but only upon receipt of a written undertaking by that Director
that he shall repay such Expenses if a  20


competent Court should determine
that he is not entitled to be indemnified. Expenses shall be deemed to include
any tax liability which the Director may be subject to as a result of his
indemnification.  4.Also in case of an Action against
the Director by the Company itself or its group companies, the Company will
advance to the Director his reasonable attorneys fees and litigation costs but
only upon receipt of a written undertaking by that Director that he shall repay
such fees and costs if a competent Court should resolve the Action in favour of
the Company or its group companies rather than the Director.  5.The Director shall not admit any
personal financial liability vis-à-vis third parties, nor enter into any
settlement agreement, without the Companys prior written authorisation. The
Company and the Director shall use all reasonable endeavours to cooperate with
a view to agreeing on the defence of any Claims. However, in the event that the
Company and the Director would fail to reach such agreement, the Director shall
comply with all directions given by the Company in its sole discretion.  6.The indemnity contemplated by this
article 30 shall not apply to the extent Claims and Expenses are reimbursed by
insurers.  7.In case of amendment of this article
30, the indemnity provided hereby shall nevertheless continue to apply to
Claims and/or Expenses incurred in relation to the acts or omissions by the
Director during the periods in which this clause was in effect.  CHAPTER X.  Annual accounts and annual report. Profits.  Article 31. Financial
year. Annual accounts and annual report. Auditor.  1.The financial year of the company
shall be the calendar year.  2.Annually, the Executive Board shall
draw up annual accounts and shall deposit these at the companys office for
inspection by shareholders, not later than five months after the end of the
financial year, unless by reason of special circumstances this term is extended
by the general meeting by not more than six months. Within this period, the
Executive Board shall also submit the annual report.  3.Within the period referred to in
paragraph 2, the Executive Board shall submit the annual accounts
simultaneously with the annual report to the Supervisory Board.  4.The Supervisory Board shall present
its report on the annual accounts to the general meeting.  5.The company shall assign an auditor
to audit the financial statements. The general meeting is empowered to make
such assignment. If no such assignment is made by that meeting, the Supervisory
Board or, if there are no members of that board in office or if it fails to
make an assignment, the Executive Board shall be empowered to do so. The assignment
may be  21


withdrawn at any time by the
general meeting and by the person who made the assignment; assignments made by
the Executive Board may also be withdrawn by the Supervisory Board.  6.The auditor shall report on his
audit to the Supervisory Board and the Executive Board. The auditor shall
convey the results of his audit in a report attesting to the financial
statements giving a true and fair view.  7.Articles 101, 102 and 103 and Title
9, Book 2 of the Civil Code also apply to the annual accounts and to the annual
report.  Article 32. Adoption. Release.  1.The annual accounts shall be adopted by the
general meeting.  The annual accounts may not be
adopted by the general meeting if the general meeting has been unable to take
cognisance of the auditors report, unless the remaining information include a
legal ground for the lacking of the statement.  2.In the general meeting of shareholders where
the resolution to adopt the annual accounts is passed, a proposal to release
the members of the Executive Board from liability for the exercise of the
management and a proposal to release the members of the Supervisory Board from
liability for the exercise of the supervision of the management, insofar as the
exercise of such duties is reflected in the annual accounts or otherwise
disclosed to the general meeting prior to the approval of the annual accounts,
shall be brought up for discussion as two separate items.  Article 33.
Dividend. Reservations.  1.a.From the profits - the positive
balance of the profit and loss account - earned in the financial year last
expired, first, insofar as possible, the dividend attributable to each of the
holders of preference shares A is pro rata parte paid out to them, insofar as
possible.  The dividend in
respect of the preference shares A will be expressed in a percentage of the
yield basis A adjusted on a time proportional basis to the extent that the
preference shares A have been issued or cancelled during the financial year
last expired and will be determined in the resolution to issue such preference
shares A for the first time. The preference share A annual dividend shall be
declared each year on the date the companys annual accounts are adopted and
shall be paid within 3 business days of such adoption. In the event that such
dividend is not so paid, the company shall, simultaneously with the delayed payment
of such dividend, pay in addition to the holders of such preference shares A an
amount equal to the interest on such dividend in respect of each day such
dividend is not paid by the company, calculated at an annual rate equal to the
then current dividend rate.  22


In the resolution to issue
preference shares A for the first time, it may be stipulated that the above
mentioned dividend percentage in respect of the preference shares A concerned
be periodically altered. In such case, the resolution shall also state the
moments of alteration and, in detail, the manner by which the dividend
percentage when altered shall be calculated.  The amount of dividend per
preference share A, being the result of the above mentioned method of calculation,
shall be rounded off upwards to entire cents.  The term issue shares of a
certain class for the first time used in these articles of association shall
also apply to a first issue of shares of a class after all shares of such class
were cancelled in accordance with article 14 paragraph 2 sub a.  The yield basis A, applying to
the preference shares A, amounts to three euros and forty thousand three
hundred and fifty-five one hundred thousandth eurocents (EUR 3.40355).  In case of a partial repayment
on preference shares A in accordance with article 14 paragraph 3, and also in
case of a payment to holders of preference shares A in accordance with article
34 paragraph 3 under b. the yield basis A shall decrease, as from the day on
which the payment concerned shall become payable, by an amount equal to the
amount to be paid on each preference share A.  b.From the balance of the profit remaining after
application of the provision under a. a dividend shall be paid on the
preference shares B, the percentage of which - to be calculated over the paid
up part of the nominal value - is equal to the repo-rate of the European Central
Bank, decreased or increased by a discount or upcount, with a maximum of three
percent point (3%), to be determined by the Executive Board under the approval
of the Supervisory Board, averaged over the number of days over which the payment
is made.  c.In the event that for any financial
year the payments referred to under a. and b. cannot or cannot entirely be made
because the profit does not so allow, payment of the deficit shall be made from
the profit of the following financial years.  In that case, always insofar
as possible, the dividend in arrears attributable to the holders of preference
shares A, together with the dividend over the last ended financial year attributable
to them, shall be paid first. Subsequently, the dividend in arrears
attributable to the holders of preference shares B together with the dividend
over the last ended financial year attributable to them, shall be paid.  23


2.Subsequently, the Executive Board
shall, subject to the approval of the Supervisory Board, determine which part
of the profit remaining after application of paragraph 1, shall be allocated to
the reserves.  3.The part of the profit remaining
thereafter shall be at the disposal of the general meeting, provided that no
further distributions can be made on the preference shares A and B.  4.If, over any year, a loss has been
suffered, for such year no dividend on the ordinary shares shall be paid,
without prejudice to the provisions of article 34 paragraph 2. In subsequent
years, too, payment of dividend on ordinary shares shall only be effected when
the loss has been cleared by profits. However, the general meeting may, on the
proposal of the Executive Board which has been approved by the Supervisory
Board, resolve to clear the loss to the debit of the distributable part of the
capital and reserves, provided that, in order to clear losses, no charge may be
made to the share premium reserve A.  5.The Executive Board may decide to
pay an interim dividend. The decision is subject to the approval of the
Supervisory Board.  6.No dividend shall be paid on the
shares held by the company in its own capital. For the computation of profit
distribution, the shares on which according to this paragraph 6 no dividend
shall be paid, shall not be taken into account.  7.Furthermore, payments to
shareholders are subject to articles 103, 104 and 105, Book 2 of the Civil
Code.  Article 34. Distribution
in shares and to the debit of the reserves.  1.The general meeting may, at the
proposal of the Executive Board which has been approved by the Supervisory
Board, resolve that a payment of dividend on ordinary shares be wholly or
partly not in cash, but in shares in the company.  2.The general meeting may, at the
proposal of the Executive Board which has been approved by the Supervisory
Board, resolve that distributions to holders of ordinary shares be made out of
the distributable part of the capital and reserves, except for the share
premium reserve A. The provisions of paragraph 1 apply analogously. Distributions
as referred to in this paragraph 2 shall not be made, if not all amounts due in
accordance with article 33 paragraph 1 sub a and b juncto c are paid.  3.a.The Executive Board, subject to
approval by the Supervisory Board, may, decide to effect payment of the amounts
payable to holders of preference shares in accordance with article 33 paragraph
1 by such payment being charged to the distributable part of the capital and reserves,
except for the share premium reserve A.  b.The Executive Board, subject to approval
by the Supervisory Board, may also decide to effect payment to the holders of
preference shares  24


A not being due in accordance
with article 33 paragraph 1, however, exclusively by such payment being charged
to the share premium reserve A. A decision of the Executive Board referred to
in the previous sentence shall only be taken in case of a simultaneous or prior
approving resolution of the meeting of holders of preference shares A and, on
the basis of a simultaneous adjustment of the yield basis.  Article 35. Date for payment.  Payment of dividends and other distributions shall be
announced in accordance with article 44.  CHAPTER XI.  General meetings of shareholders.  Article 36. Annual meeting.  1.The annual meeting shall be held
annually, and not later than six months after the end of the financial year.  2.The agenda for that meeting shall
contain, inter alia, the following points for discussion:  a.the annual report;  b.adoption of the annual accounts;  c.determination of dividend;  d.release from liability of members of the
Executive Board;  e.release from liability of members of
the Supervisory Board;  f.any filling of vacancies;  g.any other proposals put forward by
the Supervisory Board or the Executive Board put forward for discussion and
announced with due observance of article 38, such as proposals concerning the
designation of a body competent to issue shares and the authorization of the
Executive Board to cause the acquisition of own shares or depository receipts
thereof by the company.  Article 37. Other meetings.  Other general meetings of shareholders shall be held
as often as the Executive Board or the Supervisory Board deems such necessary,
without prejudice to the provisions of the articles 110, 111 and 112, Book 2 of
the Civil Code.  Article 38. Convocation. Agenda.  1.General meetings of shareholders
shall be convened by the Supervisory Board or the Executive Board.  2.The convocation shall take place no
later than on the fifteenth day prior to the date of the meeting.  3.The notice of the meeting shall
state the subjects to be dealt with or it shall state that the shareholders and
the holders of depository receipts of shares may take cognisance thereof at the
companys office, without prejudice to  25


the provisions of article 45
paragraph 2 of the articles of association and of article 99 paragraph 7, Book
2 of the Civil Code.  4.The notice of the meeting shall
state the requirement for admission to the meeting as described in article 42.  5.Convocation shall be made in the
manner stated in article 44.  6.Matters not stated in the notice of
the meeting may be further announced, subject to the time limit pertaining to
the convocation of meetings, in the manner stated in article 44.  7.Unless the notice of the meeting
includes the contents of all documents which, according to the law or the
articles of association, are to be available to shareholders and to holders of
depository receipts of shares for inspection in connection with the meeting to
be held, these documents are to be made available free of charge to
shareholders and holders of depository receipts at a paying agent (betaalkantoor)
in the Netherlands, as meant in the General Rules to be designated in the
notice of the meeting.  8.Holders of shares and holders of
depository receipts representing alone or in the aggregate at least one percent
(1%) of the issued capital, or alone or in the aggregate, at least a value of
ten million euros (EUR 10,000,000) according to the Official Price List, have
the right to request to the Executive Board or the Supervisory Board to place
items on the agenda of the general meeting of shareholders.  These requests shall in
principal be honoured by the Executive Board or the Supervisory Board on the
condition:  a.that these shall be no grave
interests of the company which resist against the placing on the agenda;  b.that the request has been filed in
writing with the Executive Board or the chairman of the Supervisory Board at
least sixty days prior to the date of the general meeting of shareholders.  Article 39. Place of meetings.  The general meetings of shareholders shall be held in
Amsterdam.  Article 40. Chairmanship.  1.The general meetings of shareholders
shall be chaired by the president of the Supervisory Board or, in his absence,
by a vice-president of that board; in the event that the latter is (are) also
absent, the Supervisory Board members present shall elect a chairman from their
midst. The Supervisory Board may designate another person to act as chairman of
a general meeting of shareholders.  2.If the chairman has not been
appointed in accordance with paragraph 1, the meeting shall itself choose a
chairman. Until that moment a member of the Executive Board designated thereto
by the Executive Board shall act as chairman.  26


Article 41. Minutes.  1.Minutes shall be kept of the
proceedings at every general meeting of shareholders by a secretary to be
designated by the chairman. The minutes shall be adopted by the chairman and
the secretary and shall be signed by them as evidence thereof.  2.The Supervisory Board or the
chairman may determine that notarial minutes shall be drawn up of the
proceedings of the meeting. The notarial minutes shall be co-signed by the
chairman.  Article 42. Rights at meetings. Admittance.  1.Each shareholder entitled to vote
and each beneficiary of a life interest or pledgee to whom the voting rights
accrue shall be entitled to attend the general meeting of shareholders, to
address the meeting and to exercise his voting rights. Where it concerns ordinary
registered shares, the Executive Board must be notified in writing of the
intention to attend the meeting. Such notice must be received by the Executive
Board not later than on the date mentioned in the notice of the meeting.  2.The rights to attend and vote at
meetings pursuant to paragraph 1 may be exercised by a person holding a written
instrument of proxy, provided that, in the case of ordinary shares the
instrument of proxy is received by the Executive Board not later than the date
stated in the notice convening the meeting, or in the case of preference shares
A which are held by the trust office, the instrument of proxy is received by
the Executive Board not later than at the signing of the attendance list prior
to the commencement of the general meeting of shareholders.  3.If the voting rights on a share
accrue to the beneficiary of a life interest or to a pledgee, instead of to the
shareholder, the shareholder is also authorized to attend the general meeting
of shareholders and to address the meeting, provided that, where it concerns
ordinary registered shares, the Executive Board has been notified of the
intention to attend the meeting in accordance with paragraph 1. Paragraph 2
applies analogously.  4.With respect to the voting rights
and the right to participate in meetings attached to ordinary bearer shares,
the company shall apply by analogy the provisions of Sections 88 and 89 Book 2
of the Dutch Civil Code and recognise as a shareholder the person named in a
written statement from a Necigef-participant as a Necigef-beneficiary, entitled
to a given number of ordinary bearer shares belonging to such
Necigef-participants collective deposit of ordinary bearer shares in the
company and remaining thus entitled until the close of the meeting.  A holder of ordinary bearer
shares or his proxy shall only have admittance to the meeting if the foregoing
statement has been deposited not later than on the date stated in the notice
convening the meeting at the place mentioned therein. The receipt issued once
such statement has been deposited shall give admittance to the meeting. The
foregoing provisions of  27


this paragraph 4 shall apply
mutatis mutandis to each pledgee or usufructuary of ordinary bearer shares in
whom voting rights are vested or their proxy.  5.The Executive Board has the power to
determine in the notice convening the meeting that for the application of
section 117, subsections 1 and 2, of Book 2 of the Netherlands Civil Code, and
section 117a, subsections 2 and 4, of Book 2 of the Netherlands Civil Code, the
persons that are entitled to attend and address meetings and to vote are the
persons who have those rights on a determined day and are entered as such in a
register (or one or more parts thereof) that has been designated for that
purpose by the Executive Board, notwithstanding who is entitled to those shares
or depositary receipts at the time of the meeting. In this matter the
provisions of paragraph 1 up to and including 4 also apply on the understanding
that:  a.the statement of the
Necigef-participant as referred to in paragraph 4 does not have to include that
the person mentioned shall remain participant until the close of the meeting;  b.the requirement of entry in the
register that has been designated for that purpose by the Executive Board shall
substitute the requirement of depositing a statement as referred to in this paragraph
4.  6.The Executive Board may determine
that the right to attend meetings referred to in section 1 may also be
exercised by electronic means of communication. As a minimum requirement, the
person entitled to attend the meeting via electronic means of communication
must be identifiable, he must be able to directly take note of the proceedings
of the meeting and, if entitled, to exercise his voting rights. The Executive
Board may set as additional requirement that persons entitled to attend the
meeting can also participate in the deliberation by electronic means of
communications.  7.The Executive Board may set further
conditions to the use of electronic means of communication referred to in
paragraph 6. Those conditions shall be disclosed with the notice of the
meeting.  8.Each person entitled to vote or his
proxy shall sign the attendance list. The names of persons who participate in
the meeting in accordance with article 42 paragraph 6 or who have cast their
votes as referred to article 43 paragraph 8, shall be added to the attendance
list.  9.Each holder of depository receipts
shall be entitled to attend the general meeting of shareholders and to address
the meeting. Where registered depository receipts are concerned, the provisions
in paragraph 1 second and third sentence shall be analogously applicable. Where
bearer depository receipts of shares are concerned, the certificates of
depository receipts of shares must be deposited at the place stated in the
notice convening the meeting not later than the date stated in the notice
convening the meeting, without prejudice to the provisions of paragraph 5. The
provisions in this  28


paragraph shall not be
applicable to the beneficiary of a life interest and the pledgee referred to in
paragraph 1 and to the shareholders referred to in paragraph 3.  10.The right to attend meetings in accordance with
paragraph 9 may be exercised by a proxy authorised in writing, provided that,
without prejudice to the lodging requirement, the form of proxy has been
received by the Executive Board on the date stated in the notice of the meeting
at the latest. Paragraph 2 shall be analogously
applicable.  11.The date mentioned in the notice of the
meeting, referred to in the paragraphs 1 and 4, cannot be prior than the
thirtieth day prior to the date of the meeting. The date mentioned in the
notice of the meeting, referred to in paragraph 5, cannot be prior than the
seventh day before that meeting or at some time, so much earlier as will be
allowed by law. The date mentioned in the notice of the meeting, referred to in
the paragraphs 2 and 10, cannot be prior than the third day prior to the date
of the meeting.  12.The members of the Supervisory Board and of the
Executive Board shall be entitled to attend the meeting and shall, as such,
have the right to advise the general meeting of shareholders.  13.The chairman shall decide whether persons other
than those who shall be admitted in accordance with the above provisions of
this article shall be admitted to the meeting.  Article 43. Votes.  1.Except where the law or the articles
of association require a qualified majority, all resolutions shall be adopted
by absolute majority of the votes cast.  2.Each share confers the right to cast
one vote.  3.If in an election of persons a
majority is not obtained, a second free vote shall be taken. If again a majority
is not obtained, further votes shall be taken until either one person obtains a
majority or the election is between two persons only, both of whom receive an
equal number of votes. In the event of such further elections (not including
the second free vote), each election shall be between the persons who
participated in the preceding election, but with the exclusion of the person
who received the smallest number of votes in that preceding election. If in a
preceding election more than one person receives the smallest number of votes,
it shall be decided by lot which of these persons should not participate in the
new election. If there is a tie of votes in an election between two persons, it
shall be decided by lot who is elected, without prejudice to the provision of
the following paragraph.  4.If there is a tie of votes in a vote
other than a vote for the election of persons, the proposal is thus rejected.  29


5.All votes may be cast orally. The
chairman is however entitled to decide a vote by a secret ballot. If it
concerns an election of persons, also a person present at the meeting and entitled
to vote can demand a vote by a secret ballot. Voting by secret ballot shall
take place by means of secret, unsigned ballot papers.  6.Abstentions and invalid votes shall
not be counted as votes.  7.Voting by acclamation shall be
possible if none of the persons present and entitled to vote objects against
it.  8.In the event that he uses the
authority referred to in article 42 paragraph 5, the Executive Board may
determine that votes cast by electronic means of communication before the
general meeting of shareholders shall be treated the same as votes cast during
the meeting. These votes cannot be cast before the date of registration set out
in the notice, as referred to in article 42 paragraph 5. Without prejudice to
the other provisions of article 42, the notice shall state the manner in which
persons entitled to take part in and vote at meetings may exercise their rights
prior to the meeting.  9.The provisions of the articles 13
paragraphs 3 and 4, and 117, Book 2 of the Civil Code also apply to the general
meeting of shareholders.  Article 43A. Meeting of
holders of shares of one class.  1.Meetings of holders of shares of one
class shall be convened by the Executive Board or by the Supervisory Board. The
meetings shall be held as often as the Executive Board or the Supervisory Board
deems necessary, and also whenever such is required in accordance with the law
or the articles of association.  2.With regard to these meetings, the
provisions regarding the general meetings of shareholders shall, to the extent
possible, apply analogously.  CHAPTER XII.  Convocations and notifications.  Article 44.  All announcements for the general meetings of
shareholders, all notifications concerning dividend and other payments and all
other communications to shareholders and holders of depository receipts shall
be effected by means of a notice in a national daily paper and in the Official
Price List, or in such manner as shall be authorised by law at the time,
including a notice made by electronic means which shall be accessible directly
and permanently up until the meeting, without prejudice to the provisions of
article 96a paragraph 4, Book 2 of the Civil Code.  CHAPTER XIII.  Amendment of the articles of
association and dissolution.  Article 45. Amendment to
the articles of association. Dissolution.  30


1.A resolution to amend the articles
of association or to dissolve the company shall only be adopted at the proposal
of the Executive Board which has been approved by the Supervisory Board.  2.When a proposal to amend the
articles of association or to dissolve the company is to be submitted to the
general meeting, this must be mentioned in the notice of the general meeting of
shareholders or in the further announcement referred to in article 38 paragraph
6 and, if an amendment to the articles of association is to be discussed, a copy
of the proposal, setting forth the text of the proposed amendment verbatim,
shall at the same time be deposited at the companys office for inspection and
shall be held available for shareholders and holders of depository receipts
free of charge until the end of the meeting.  Article 46. Liquidation.  1.In the event of dissolution of the
company by virtue of a resolution of the general meeting, the members of the
Executive Board shall be charged with the liquidation of the business of the
company and the Supervisory Board with the supervision thereof.  2.During liquidation, the provisions
of these articles of association shall remain in force as far as possible.  3.From the balance remaining after
payment of debts there shall first be distributed as a Liquidation Distribution
to the holders of preference shares A:  a.the sum of (x) an amount equal
to any unpaid dividend, whether declared or not, on the preference shares A in
respect of any closed financial year, which amount shall be calculated in accordance
with the provisions of article 33, paragraph 1, increased by the interest as
referred to in that article, if applicable, to be calculated over the period
ending on the date on which the Liquidations Distribution shall become payable,
and (y) an amount equal to the dividend on the preference shares A in
respect of the current financial year, which amount shall be calculated in
accordance with the provisions of article 33, paragraph 1, to be calculated
proportionally over the elapsed portion of that financial year ending on the
date on which the Liquidation Distribution shall become payable; and  b.an amount per preference share
A  equal to the yield basis A referred to
in article 33 paragraph 1 under a.  4.The balance remaining after
application of paragraph 3 there shall be distributed to the holders of
preference shares B:  a.any outstanding dividend referred to
in article 33 paragraph 1, which shall then be calculated over the period ending
on the date on which the liquidation payment shall become payable; and  b.the nominal amount paid on these
shares.  31


If the balance is
not sufficient therefor, distribution shall be effected in proportion to the
amounts paid on those shares.  5.The balance then remaining shall be
distributed to the holders of ordinary shares in proportion to the total amount
of ordinary shares held by each of them.  6.The liquidation shall otherwise be
subject to the provisions of Title 1, Book 2 of the Civil Code.  -0-0-0-0-  32