**Exhibit 1.1**

ARTICLES OFASSOCIATION of:

**BuhrmannN.V.**having its official seat in Maastricht.

8 November 2006.

Office translationof the complete text of the Articles of Association of Buhrmann N.V., havingits official seat in Maastricht, as they read after the deed of amendmentexecuted on 8 November 2006 before G.W.Ch. Visser, civil law notary inAmsterdam, in respect of which a ministerial statement of no objections wasgranted on 7 November 2006, under number NV 2293.

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

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

 

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CHAPTER I.

Definitions.

Article 1.

In these articles ofassociation the following expressions shall have the following meanings:

a.                             thegeneral meeting: the body of the company formed by shareholders and other personsentitled to vote;

b.                            thegeneral meeting of shareholders: the meeting of shareholders and other personsentitled to attend the general meetings;

c.                             depositoryreceipts: depository receipts of shares in the company. Unless the contrary isevident, depository receipts not issued with the cooperation of the company areincluded therein;

d.                            holdersof depository receipts: holders of depository receipts of preference shares A issuedwith the cooperation of the company. Unless the contrary is evident, thosepersons who, as a result of a life interest or pledge created in shares, havethe rights granted by the law to holders of depository receipts of sharesissued with the cooperation of a company are included therein;

e.                             trustoffice: the trust office which has been designated by the Executive Board withthe approval of the Supervisory Board for the purpose of issuing depositoryreceipts of preference shares A in the company;

f.                               thedistributable part of the capital and reserves: that part of the company’scapital and reserves which exceeds the aggregate of the part of the capitalwhich has been paid-up and called and the reserves which must be maintained byvirtue of the law;

g.                            accountant:a “registeraccountant” or other accountant referred to in article 393, Book 2of the Civil Code, as well as an organisation within which such accountantspractice;

h.                            theannual meeting: the general meeting of shareholders held for the purpose ofdiscussion and adoption of the annual accounts;

i.                                subsidiary:

-                                  alegal entity in which the company or one or more of its subsidiaries, whetheror not by virtue of agreement with other persons who can cast votes, canexercise alone or together more than half of the voting rights in the generalmeeting of members or shareholders of that legal entity;

-                                  alegal entity in respect of which the company or one or more of its subsidiariesis a member or shareholder and, whether or not by virtue of agreement withother persons who can cast votes, alone or together, can appoint or dismissmore than half the management or members of the Supervisory Board, also in theevent all the persons who can cast votes, vote.

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A company trading under its own name shall be regardedas a subsidiary, where the company or one or more subsidiaries as partner isfully liable to creditors for debts;

all this with due observance of all provisions of theparagraphs 3 and 4 of article 24a, Book 2 of the Civil Code;

j.                                groupcompany: a legal entity or company with which the company is, in the meaning ofarticle 24b, Book 2 of the Civil Code, joint in a group;

k.                             dependentcompany:

-                                  alegal entity in respect of which the company or one or more dependentcompanies, solely or jointly and for its or their own account, contribute(s) atleast one-half of the issued capital;

-                                  apartnership, a (business) undertaking of which is registered in the trade registerand for which the company or a dependent company is fully liable as a partnertowards third parties for all liabilities;

l.                                OfficialPrice List: the Official Price List of Euronext Amsterdam N.V. or an officialpublication replacing it;

m.                          GeneralRules: the General Rules (“Algemeen Reglement”) Euronext Amsterdam StockMarket;

n.                            Necigef:Nederlands Centraal Instituut voor Giraal Effectenverkeer B.V.: the Netherlandscentral securities depository (centraal instituut) as referred to in theSecurities Bank Giro Transfer Act (Wet giraal effectenverkeer) (EuroclearNetherlands);

o.                            Necigef-beneficiary:in respect of ordinary shares, a participant (deelgenoot) in the collectivedeposit (verzameldepot) of ordinary shares of a Necigef-participant, all withinthe 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.                            NecigefGlobal Certificate: the one single share certificate representing all bearerordinary shares in issue from time to time referred to in article 5, paragraph2, of these articles of association.

CHAPTER II.

Name, seat, objects.

Article 2. Name and seat.

1.                             Thename of the company is:

Buhrmann N.V..

2.                             Theofficial seat of the company is in Maastricht.

Article 3. Objects.

The objects of thecompany are to participate in, to manage, to finance and to render services toother companies or enterprises, in particular those companies which operate inthe field of the distribution of products and the rendering of services for theoffice market, the graphic market and the industrial market, and to 

 

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do all that is connectedtherewith or may be conducive thereto, all to be interpreted in the broadestsense.

CHAPTER III.

Capital and shares.Registers.

Article 4. Authorizedcapital. Types of shares.

1.                             Theauthorized capital amounts to one billion and eighty million euros (EUR 1,080,000,000.—).

2.                             Itis divided into shares of one euro and twenty eurocents (EUR 1.20) each, being:

-                                  threehundred and ninety-five million (395,000,000) ordinary shares;

-                                  fifty-fivemillion (55,000,000) preference shares A; and

-                                  fourhundred and fifty million (450,000,000) preference shares B.

3.                             Theordinary shares may, at the choice of the shareholder, be registered shares orbearer shares. The preference shares A and B shall be registered shares.

4.                             Whereverthe articles of association refer to shares or shareholders, all three classesof shares mentioned in paragraph 2 shall be understood to be referred to aswell as the holders thereof, unless the contrary is evident. Wherever thearticles of association refer to preference shares, both classes of preferenceshares mentioned in paragraph 2 shall be understood to be referred to, unlessthe contrary is evident.

5.                             Thecompany shall not lend its co-operation to the issue of depository receipts ofits preference shares B. The company may, duly observing the provision inarticle 22 paragraph 1, opening lines and sub b., lend its co-operation to theissue of depository receipts of its ordinary shares and its preference sharesA.

Article 5. Bearerordinary shares: Necigef Global Certificate.

1.                             Onthe occasion of the issuance of ordinary shares any person entitled to receivesuch share may submit a written request to the company for a registeredordinary share. Without such request, the person entitled to such share shallobtain a bearer ordinary share in conformity with the provisions of thisarticle 5.

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

3.                             Thecompany shall have the Necigef Global Certificate kept in safe custody byNecigef for the benefit of the Necigef-beneficiaries.

4.                             Thecompany 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 NecigefGlobal Certificate, and (ii) by the entitled person designating a Necigef-participantthat will accordingly credit him as Necigef-beneficiary 

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in this Necigef-participant’s collective deposit ofordinary shares in the company.

5.                             Withoutprejudice to the provisions in article 42, paragraph 4, of these Articles ofAssociation, Necigef shall be irrevocably charged with the management of theNecigef Global Certificate and be irrevocably authorised on behalf of theNecigef-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 GlobalCertificate.

6.                             Noindividual bearer ordinary share shall be handed over.

7.                             ANecigef-beneficiary may at any time require the conversion of one or morebearer ordinary shares up to the maximum number he is entitled to intoregistered ordinary shares. Such conversion of one or more ordinary shares isonly allowed to the maximum number for which he is Necigef-participant andshall require (i) the transfer by deed of the shares concerned by Necigef tothe Necigef-beneficiary, (ii) the company acknowledging the transfer of theshares concerned, (iii) Necigef enabling the company to have the ordinaryshares debited from the Necigef Global Certificate, (iv) the Necigef-participantconcerned debiting the Necigef-beneficiary accordingly as a participant in itscollective deposit of ordinary shares in the company and (v) the companyeffecting the entry of the Necigef-beneficiary’s name in the company’s registerof shareholders as holder of the registered ordinary shares concerned.

8.                             Aholder of registered ordinary shares may at any time require the conversion ofsuch ordinary shares into bearer ordinary shares. Conversion of one or moreregistered ordinary shares shall require (i) the transfer of the sharesconcerned by the shareholder to Necigef, (ii) the company acknowledging thetransfer of the shares concerned, (iii) Necigef enabling the company to havethe ordinary shares credited to the Necigef Global Certificate, (iv) theNecigef-participant crediting the shareholder accordingly asNecigef-beneficiary in its collective deposit of ordinary shares in thecompany, and (v) the company effecting the deletion of the shareholder’s nameas holder of the shares concerned in the company’s register of shareholders.

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

10.                       Inthe event of the damage, destruction or loss of share certificates, the Boardof Management may issue duplicates. The issue of a duplicate shall render theoriginal document worthless vis-à-vis the company. The new document shallclearly state that it is a duplicate.

Article 6.

*To be deleted.*

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Article 7.

*To be deleted.*

Article 8.

*To be deleted.*

Article 9. Registers ofshareholders.

1.                             Ofpreference shares A and B no certificates will be issued.

2.                             TheExecutive Board shall keep a register containing the names and addresses of allholders of ordinary registered shares and of all holders of preference sharesA.

3.                             TheExecutive Board shall also keep a separate register containing the names and addressesof all holders of preference shares B.

4.                             Ineach register shall be recorded the date on which the shares are acquired bythe shareholder, the date of acknowledgement or official service and the amountpaid on each share.

5.                             Everyholder of one or more registered shares and everyone having a life interest ora right of pledge over one or more such shares shall be obliged to provide thecompany in writing with their address.

6.                             Allentries and notes in a register shall be signed by two members of the ExecutiveBoard or by a person authorized thereto in accordance with the provisions ofarticle 21 paragraph 2.

7.                             Article85, Book 2 of the Civil Code also applies to the registers.

8.                             Extractsfrom a register are not marketable.

CHAPTER IV.

Issuance of shares.

Article 10. Bodycompetent to issue shares.

1.                             Sharesare issued pursuant to a resolution adopted by the general meeting. The provisionin the preceding sentence is not applicable if and insofar as another body ofthe company has been designated by the articles of association or by aresolution 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 beissued. A designation made by the articles of association may be withdrawnpursuant to an amendment to the articles of association. A designation made bya resolution adopted by the general meeting cannot be withdrawn, unless it wasdetermined otherwise when the designation was made.

2.                             Aresolution by the general meeting to issue shares or to designate another bodycompetent to issue shares may only be adopted on a proposal of the ExecutiveBoard that has been approved by the Supervisory Board.

3.                             Issueof preference shares B pursuant to a decision of a body other than the generalmeeting, as a result of which the total amount of preference shares B issuedwould exceed one hundred per cent (100%) of the total amount of 

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ordinary shares and preference shares A issued, shallonly be effected after prior approval by the general meeting to be granted foreach specific case.

4.                             Ifpreference shares B are issued pursuant to a decision of a body other than thegeneral meeting, as a result of which the total amount of preference shares Bissued would not exceed one hundred per cent (100%) of the total amount ofordinary shares and preference shares A issued, a general meeting of shareholdersshall be convened and held within four weeks from the day of issue, at whichthe reasons for the issue are explained.

If the number of preference shares A that are or atany time were held by the trust office equals seventy per cent (70%) or more ofthe share capital issued in the form of ordinary shares and preference sharesA, issue of preference shares B by a body other than the general meeting ofshareholders shall only be effected up to an amount of preference shares B notexceeding fifty per cent (50%) of the joint total amount of ordinary shares andpreference shares A issued.

5.                             Theprovisions in paragraphs 1 up to and including 4 shall be analogouslyapplicable to granting rights to take up shares, but shall not be applicable toissuing shares to a person exercising a right to take up shares previouslygranted.

6.                             Ifpreference shares B are issued pursuant to a resolution adopted by a body otherthan the general meeting, a general meeting of shareholders shall be convenedwhich shall be held two years at the latest from the day on which preferenceshares B were issued for the first time pursuant to a resolution adopted by abody other than the general meeting. The agenda for this meeting shall mentiona resolution concerning the acquisition by the company or cancellation of thepreference shares B issued pursuant to a resolution adopted by a body otherthan the general meeting. If the resolution to be adopted under this agendaitem does not purport the acquisition by the company or cancellation of thepreference shares B issued pursuant to a resolution adopted by a body otherthan the general meeting, a general meeting shall be convened and held eachtime within two years from the date of the preceding meeting and the agenda forthose meetings shall include a resolution concerning acquisition by the companyor cancellation of the preference shares B issued pursuant to a resolutionadopted by a body other than the general meeting. This until no more preferenceshares B issued pursuant to a resolution adopted by a body other than thegeneral meeting are held by third parties.

7.                             Article96, Book 2 of the Civil Code also applies to the issue of shares and thegranting of rights to take up shares.

Article 11.Conditions of issuance. Rights of pre-emption.

1.                             Theprice and further conditions of issue shall be determined at the same time asthe resolution to issue shares. The issue price may be no lower than 

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par, without prejudice to the provisions of article 80paragraph 2, Book 2 of the Civil Code.

2.                             Uponthe issue of ordinary shares, every holder of ordinary shares shall have apreferential 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 ordinaryshares.

3.                             Thepreferential right may be limited or excluded pursuant to a resolution adoptedby the general meeting. The provision in the preceding sentence shall not beapplicable if and insofar as the other body of the company designated pursuantto article 10 paragraph 1 by the articles of association or a resolutionadopted by the general meeting for a fixed period of five years maximum hasbeen designated as being competent to limit or exclude the preferential right.The competence of the other body of the company shall terminate at the timewhen the competence of this other body of the company to issue sharesterminates. Paragraphs 1 and 2 of article 10 shall be analogously applicable.

4.                             Articles96a and 97, Book 2 of the Civil Code also apply to the conditions of issue andto the preferential right.

Article 12. Payment for shares.

1.                             Uponthe taking up of each ordinary share and each preference share A, the total parvalue 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 inarticle 80 paragraph 2, Book 2 of the Civil Code.

2.                             Intaking up each preference share B, at least a quarter of the par value shall bepaid.

3.                             Furtherpayments on preference shares B shall be made only after the company has calledup such payments. The calling in of further payments shall be effected pursuantto a decision of the Executive Board. Such decision shall be subject to theapproval of the Supervisory Board.

4.                             Paymentson preference shares may only be made in money.

Payments on ordinary shares shall be made in moneyinsofar as no other form of payment has been agreed.

5.                             TheExecutive Board shall be authorized to enter into legal transactions concerningnon-monetary payments on ordinary shares, and the other legal transactionsreferred to in article 94, Book 2 of the Civil Code, without the prior approvalof the general meeting.

6.                             Articles80, 80a, 80b and 94b, Book 2 of the Civil Code also apply to payments on sharesand non-monetary contributions.

7.                             Forpreference shares A a separate share premium reserve shall be held, to be indicatedas share premium reserve A. Amounts are booked to this share premium reservewhich are paid as premiums on the preference shares A. No amount can be writtenoff from the share premium reserve A and no 

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distribution can be made out of this share premiumreserve, without prejudice to the provisions of article 14 paragraph 2 subb  and article 34 paragraph 3 under b.

CHAPTER V.

Own shares and depositoryreceipts thereof.

Article 13.

1.                             Thecompany shall be entitled to acquire its own fully paid-up shares or thedepository receipts in respect thereof, provided either no valuableconsideration is given or provided that:

a.                             thedistributable part of the capital and reserves is at least equal to the purchaseprice; and

b.                            thenominal value of the shares or the depository receipts in respect thereof whichthe company acquires, holds or holds in pledge or which are held by asubsidiary does not exceed one tenth of the issued capital.

2.                             Thecompany may acquire own shares or depository receipts thereof in order to transferthem, in pursuance of a regulation relating thereto, to staff employed by thecompany or by a group company.

3.                             Theacquisition or alienation of own shares shall take place pursuant to a decisionof the Executive Board. Such a decision shall be subject to the approval of theSupervisory Board, without prejudice to the provisions of article 98 paragraph4, Book 2 of the Civil Code.

4.                             Articles89a, 95, 98, 98a, 98b, 98c, 98d and 118, Book 2 of the Civil Code also apply toown shares or depository receipts thereof.

CHAPTER VI.

Capital reduction.

Article 14.

1.                             Thegeneral meeting may decide to reduce the issued capital, but only at theproposal of the Executive Board with the approval of the Supervisory Board:

a.          bycancelling shares; or

b.                            byreducing the amount of the shares by alteration of the articles of association.

2.                             a.          A resolution to cancel shares may onlybe adopted for:

(i)                          shareswhich the company holds itself or for which it holds the depository receipts;or

(ii)                       allpreference shares of a certain class or all ordinary shares, but exclusivelyprovided in all cases that such cancellation is effected in accordance withthis article and that the holders of the relevant class of shares will receivethe payments provided for in this article 14 paragraph 2. If, after totalcancellation of one or more classes of shares, only one class of issued shares 

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remains, the remaining class shall no longer be subjectto cancellation.

b.                            Inthe event of cancellation of all preference shares A, without prejudice to anyprovision of the law on the subject, on each preference share A the followingshall be paid:

(i)                        anamount 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 onthose shares and for the remainder, to the greatest extent possible, at theexpense 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 toany unpaid dividend, whether declared or not, on the preference shares A inrespect of any closed financial year, which amount shall be calculated in accordancewith the provisions of article 33, paragraph 1, increased by the interest as referredto in that article, if applicable, to be calculated over the period ending onthe date on which the dividend shall become payable, and (y) an amount equal tothe dividend on the preference shares A in respect of the current financialyear, which amount shall be calculated in accordance with the provisions ofarticle 33, paragraph 1, to be calculated proportionally over the elapsedportion of that financial year ending on the date on which the dividend shallbecome payable. If, in accordance with the foregoing, the entire amount of theshare premium reserve A is not paid, the remainder of the share premium reserveA shall be written off in favour of a general share premium reserve.

c.                             Aresolution of the general meeting to cancel or partially repay shares of acertain class shall only be passed in case of a simultaneous or prior approvingresolution of the meeting of holders of shares of the class concerned unless itwas resolved otherwise upon the first issuance of shares of the class concerned.

3.                             Partialrepayments on shares or exemption from the obligation to pay calls is only possiblein order to implement a decision to reduce the amount of the shares.

Such repayments or such an exemption shall take place:

a.          withregard to all shares; or

b.                            withregard to either the preference shares of a certain class or the ordinaryshares.

A resolution of the general meeting to reduce theamount of the shares of one or more classes shall only be passed in case ofsimultaneous or prior

 

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approving resolutions of the meetings of holders ofshares of the classes concerned severally.

4.                             Theprovisions of articles 99 and 100, Book 2 of the Civil Code also apply tocapital reduction.

CHAPTER VII.

Transfer and delivery ofshares. Limited rights.

Article 14A.Limitation of the transfer of preference shares A.

1.                             Preferenceshares A may be transferred only to natural persons.

2.                             Withoutprejudice to the provision in the preceding paragraph, transfer of preferenceshares A shall not be possible if the acquirer is the holder of a nominalamount of preference shares A together equal to one per cent (1%) or more ofthe capital issued in the form of preference shares A. If the acquirer is not aholder of preference shares A or is the holder of a nominal amount ofpreference shares A equal to less than one per cent (1%) of the capital issuedin the form of preference shares A, transfer shall not be possible insofar ashe would thereby acquire more than one per cent (1%) of the capital issued inthe form of preference shares A. For the application of the provisions in thisarticle, holding preference shares A or acquiring preference shares A shall beunderstood to include holding or acquiring voting rights, whether or not by theestablishment of a life interest, the acquisition or holding of preferenceshares A by a third party for the account of a person and entering into orbeing 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 exercisingthe right to vote, all as referred to in articles 12 and 13 of the Wet meldingzeggenschap en kapitaalbelang in effectenuitgevende instellingen (Disclosure ofMajor Holdings and Equity Investments in Securities Issuing Institutions Act).For calculating the said percentage of one per cent (1%), the preference sharesA which are allocated to a person as holder or acquirer pursuant to the precedingsentence shall be included.

3.                           Forthe application of the provisions in the two preceding paragraphs of thisarticle, acquisition of preference shares A in an issue of preference shares Aor in a payment in preference shares A is put on a par with transfer; fordetermining 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 thecalculation. In deviation from what has been provided hereinbefore in thisparagraph, a shareholder who is a legal entity or who is the holder of one percent (1%) or more of the capital issued in the form of preference shares A, mayacquire 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 thecapital issued in the form of preference shares A is increased by the issue orpayment as being equal to the percentage of the

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capital issued in the form of preference shares A heldby that shareholder prior to the issue or the payment.

4.                             Theprovisions in paragraphs 1 and 2 shall not be applicable to the company and itssubsidiaries.

5.                             Furthermore,the provisions in paragraphs 1, 2 and 3 shall not be applicable if the ExecutiveBoard has granted an exemption. Such exemption may be subject to conditions.The exemption is irrevocable. The Executive Board’s decision to that effectshall be subject to the approval of the Supervisory Board. The exemption shallonly be granted:

a.                             tothe trust office and to a third party with whom the trust office has enteredinto an agreement providing for a permanent joint policy in respect of exercisingthe right to vote as referred to in paragraph 2;

b.                            incase of a transfer by the company and an issue of preference shares A by thecompany in the context of a merger or of acquiring a participating interest orincrease thereof or of a joint venture.

Merger in sub-paragraph b. is understood to constitutethe legal merger as referred to in Title 7, Book 2 of the Civil Code, as wellas gaining control by means of participation in a company or acquiring acompany against the issue of shares.

6.                             Inthe event that in the division of a community of property, in case ofacquisition pursuant to the law of inheritance or generally in case ofacquisition under general title, the number of preference shares A thusacquired by a natural person, together with those already belonging to theacquirer, exceeds the number that can be transferred pursuant to this article,the shares exceeding said limit shall either be exchanged for depository receiptsof shares issued by the trust office or sold within a period to be determinedby the Executive Board amounting to two months minimum and six months maximum;failing this, the company shall be irrevocably authorised to sell the relevantshares or depository receipts thereof at the stock exchange, being obliged totransfer the net proceeds to the person who is entitled thereto; failing astock market quotation, the sale shall be effected at a price to be determinedby three corporate members of Euronext Amsterdam N.V. holding office in Amsterdam,to be appointed by said association.

7.                             Inthe event that in the division of a community of property, in case ofacquisition pursuant to the law of inheritance or generally in case of acquisitionunder general title, a legal entity acquires preference shares A, the sharesthus acquired shall either be exchanged for depository receipts of shares orsold within the period referred to in the preceding paragraph and dulyobserving the provisions in the preceding paragraph, failing which, the companyshall be irrevocably authorised to sell the relevant shares in the manner setforth in the preceding paragraph.

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8.                             Ifan obligation to effect exchange or sale exists pursuant to the provisions inthis article, the right to attend meetings and the voting right cannot be exercisedand the right to payments shall be suspended for as long as the shareholderdoes not fulfil his obligations to effect exchange or transfer.

9.                             Forthe application of this article, issue of shares shall be understood to include:

a.                             pursuantto article 322, Book 2 of the Civil Code, the allocation of shares toshareholders of a vanishing company which enters into a legal merger with thecompany;

b.                            pursuantto article 344e, Book 2 of the Civil Code, the allocation of shares toshareholders of a demerging company who shall become shareholder of the companyby that demerger.

Article 15. Transfer ofregistered shares.

1.                             Thetransfer of a registered share or the transfer of a right in rem therein shallbe realized by means of a deed to that effect as well as, except if the companyitself is a party to that legal act, acknowledgement in writing of the transferby the company.

Acknowledgement is effected in the deed, or by a dateddeclaration of acknowledgement on the deed or on a copy or extract thereofwhich is certified by a civil law notary or by the transferor. Official serviceof that deed or that copy or extract on the company shall rank asacknowledgement. If the acknowledgement refers to transfer of partly paid-uppreference shares B, acknowledgement can only be effected if the deed islegally dated.

2.                             Aright of pledge may also be created without acknowledgement or official serviceto the company. In such case, article 239, Book 2 of the Civil Code appliesaccordingly, on the understanding that the communication meant in paragraph 3of that article, shall then be replaced by acknowledgement by or officialservice to the company.

3.                             Theacknowledgement shall be signed by two members of the Executive Board or by theperson authorized thereto in accordance with article 21, paragraph 2.

4.                             Theprovisions of the paragraphs 1 and 3 apply accordingly to the allocation ofregistered shares on the division of jointly-held property.

Article 16. Lifeinterest (“Vruchtgebruik”). Pledging (“Pandrecht”).

1.                             Theshareholder shall have voting rights in respect of the shares in which the lifeinterest or the pledge is created.

However, the voting rights shall accrue to thebeneficiary of the life interest or the pledgee in the event that it was sostipulated at the creation of the life interest or the pledge.

The shareholder who holds no voting rights and thebeneficiary of a life interest or pledgee who does hold voting rights shallhave the rights which the law attributes to holders of depository receipts ofshares in a company

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which are issued with that company’s cooperation. Abeneficiary of a life interest or a pledgee who holds no voting rights shallnot have the rights referred to in the preceding sentence.

2.                             Therights arising from a share in which a life interest is created, conducing tothe acquisition of shares shall accrue to the shareholder on the basis that theshareholder shall compensate the beneficiary of the life interest for the valuethereof to the extent that the latter is entitled thereto by virtue of his lifeinterest.

CHAPTER VIII.

Management.

Article 17. ExecutiveBoard.

1.                             Themanagement of the company shall be constituted by an Executive Board consistingof two or more members.

2.                             Subjectto the fixed minimum, the number of members of the Executive Board shall befixed by the Supervisory Board.

3.                             TheSupervisory Board shall designate from the Executive Board a president of the ExecutiveBoard. The Supervisory Board may also from the Executive Board designate adeputy president and/or a vice-president of the Executive Board. TheSupervisory Board may terminate such designations at all times.

Article 18. Appointment,suspension and dismissal.

1.                             Themembers of the Executive Board shall be appointed by the general meeting from alist of candidates, to be proposed by the Supervisory Board.

2.                             Anomination or recommendation to appoint a member of the Executive Board shallstate the candidate’s age and the positions he holds or has held, insofar asthese are relevant for the performance of the duties of a member of theExecutive Board. The nomination and recommendation must state the reasons onwhich they are based.

3.                             Aresolution of the general meeting to appoint a member of the Executive Board inaccordance with a nomination by the Supervisory Board shall require an absolutemajority of the votes cast.

4.                             Aresolution of the general meeting to appoint a member of the Executive Boardother than in accordance with a nomination by the Supervisory Board shallrequire an absolute majority of the votes cast representing more than one-thirdof 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.                             Ata general meeting of shareholders, votes in respect of the appointment of amember of the Executive Board, can only be cast for candidates named in theagenda of the meeting or explanatory notes thereto. If none of the candidatesnominated by the Supervisory Board is appointed, the

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Supervisory Board shall retain the right to make a newnomination at a next meeting.

6.                             Eachmember of the Executive Board may be suspended and removed at any time by thegeneral meeting.

7.*                            *Aresolution to suspend or remove other than on a motion of the Supervisory Boardmay only be passed by the general meeting with an absolute majority of thevotes cast representing more than one-third of the company’s issued capital.Article 18, paragraph 4, last sentence, shall apply mutatis mutandis.

8.                             Eachmember of the Executive Board may be suspended at any time by the SupervisoryBoard.

9.                             Asuspension may be extended on one or more occasions, but not for a total ofmore than three months. If no decision has been made to set aside thesuspension or dismiss the member by the end of that period, the suspension shallbe set aside.

Article 19. Remuneration.

1.                        Thecompany has a policy on the remuneration of the Executive Board. The policyshall be proposed by the Supervisory Board and adopted by the general meeting.

2.                        Theremuneration and further terms of employment of the Executive Board shall be determinedby the Supervisory Board, with due observance of the policy referred to in paragraph1.

3.                        Ifthe remuneration of the Executive Board also consists of schemes under whichshares or rights to subscribe for shares are granted, the Supervisory Boardshall submit a proposal with respect to these schemes to the general meetingfor approval. The proposal must at least state the number of shares or rightsto subscribe for shares that can be granted to the Executive Board and theconditions for the granting and amending thereof.

Article 20. Duties of theExecutive Board. Decision making process. Allocation of duties.

1.                             Subjectto the restrictions imposed by these articles of association, the ExecutiveBoard shall be entrusted with the management of the company.

2.                             TheExecutive Board shall draw up rules regulating tasks, operating procedures anddecision-making by the Executive Board. Such by-laws shall require the approvalof the Supervisory Board.

3.                             TheExecutive Board may determine the duties with which each member of the ExecutiveBoard will be charged in particular. The allocation of duties shall require theapproval of the Supervisory Board.

Article 21.Representation.

1.                             TheExecutive Board shall be authorized to represent the company.

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Two members of the Executive Board, acting jointly, as well as onemember of the Executive Board and a staff member as mentioned in paragraph 2,acting jointly, are also authorized to represent the company.

2.                             TheExecutive Board may appoint staff members with general or limited power torepresent the company. Each appointment may, at all times, be discontinued.Each of these staff members shall be able to represent the company with dueobservance of any restrictions imposed on him. The Executive Board shalldetermine their titles. A resolution of the Executive Board as meant in thisparagraph is subject to the approval by the Supervisory Board.

3.                             Inthe event of a conflict of interest between the company and a member of theExecutive Board, the company shall be represented by such member of theExecutive Board or of the Supervisory Board as the Supervisory Board shalldesignate for this purpose.

Article 22.Approval of decisions of the Executive Board.

1.                             TheExecutive Board shall need the approval of the general meeting for resolutionsentailing a significant change in the identity or character of the company orits business, in any case concerning:

a.                             thetransfer of (nearly) the entire business of the company to a third party;

b.                            enteringinto or terminating a long term cooperation between the company or a subsidiaryand another legal entity or company or as a fully liable partner in a limitedpartnership or general partnership, if such cooperation or termination is offundamental importance for the company;

c.                             acquiringor disposing of a participation in the capital of a company if the value ofsuch participation is at least one third of the sum of the assets of thecompany according to its balance sheet and explanatory notes or, if the companyprepares a consolidated balance sheet, its consolidated balance sheet and explanatorynotes according to the last adopted annual accounts of the company, by thecompany or a subsidiary.

2.                             Withoutprejudice to any other appropriate provision of these articles of association,the Executive Board shall obtain the approval of the Supervisory Board formanagerial decisions with respect to any one or more of the following matters:

a.                             theissue and acquisition of shares in and debentures at the expense of the companyor of debentures at the expense of a limited partnership, or a partnership inrespect of which the company is actively fully liable;

b.                            cooperationto the issue of depository receipts of shares;

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c.                             applicationfor a quotation or withdrawal of the quotation of the securities referred tosub a. and b. in the price list of any stock exchange;

d.                            theentering into or the termination of long-term cooperation of the company or adependent company with any other company or legal entity or as actively fullyliable in a limited partnership (commanditaire vennootschap) or generalpartnership (vennootschap onder firma) if such cooperation or termination is offundamental importance for the company;

e.                             theentering by the company or a dependent company in participation in the capitalof another company if the value of such participation is at least one quarterof the amount of the issued share capital plus reserves of the companyaccording to its balance sheet with explanatory notes as well as the essentialincrease or reduction of such participation;

f.                               investmentsrequiring an amount equal to at least one fourth part of the issued sharecapital with reserves of the company according to its balance sheet withexplanatory notes;

g.                            aproposal to amend the articles of association;

h.                            aproposal to dissolve the company;

i.                                apetition for bankruptcy or request for suspension of payments (surséance vanbetaling);

j.                                terminationof the employment of a considerable number of the company’s employees or of adependant company’s employees simultaneously or within a short period of time;

k.                             radicalchange in the employment conditions of a considerable number of the company’semployees or of a dependant company’s employees;

l.                                aproposal to reduce the issued share capital of the company;

m.                          aproposal for a merger or demerger within the meaning of Title 7, Book 2 of theCivil Code.

3.                             TheSupervisory Board is entitled to require further decisions of the ExecutiveBoard in addition to those mentioned in paragraph 2 to be subject to itsapproval. Such further decisions shall be clearly specified and notified to theExecutive Board in writing.

4.                             Thelack of approval of the general meeting in respect of a decision referred to inparagraph 1 and the lack of approval of the Supervisory Board in respect of adecision 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 itsmembers to represent the company.

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Article 23. Absence orprevention.

If a member of theExecutive Board is absent or is prevented from performing his duties, the remainingmembers or member of the Executive Board shall be temporarily entrusted withthe entire management of the company. If all members of the Executive Board areabsent or are prevented from performing their duties, the management of thecompany shall be temporarily entrusted to the Supervisory Board which shallthen be authorized to entrust the management temporarily to one or morepersons, whether or not from among its members.

CHAPTER IX.

Supervisory Board.

Article 24. Number ofmembers. Profile.

1.                             Thecompany shall have a Supervisory Board, consisting of individuals. The SupervisoryBoard shall consist of at least three members. Where the number of members ofthe Supervisory Board falls below three, then the board shall take measuresforthwith to fill the number of its members.

2.                             Thenumber of members of the Supervisory Board shall, with due observance of the provisionsof paragraph 1, be determined by the Supervisory Board.

3.                             TheSupervisory Board adopts a profile on its size and composition, taking intoaccount the character of the business, its activities and the desired expertiseand background of the members of the Supervisory Board.

Article 25. Appointment.

1.                             Themembers of the Supervisory Board shall be appointed by the general meeting froma list of candidates, to be proposed by the Supervisory Board.

2.                             Whena member of the Supervisory Board is proposed for appointment, particularsshall be stated in respect of his age, his profession, the nominal amount ofshares in the capital of the company he holds and his present and pastfunctions in so far as the same are of interest in connection with theperformance of the duties of a member of a Supervisory Board. Legal entities ofwhich he is already a Supervisory Board member shall also be mentioned; ifthere are companies among them which belong to the same group, it shall besufficient to name that group. The reasons for the proposal shall be stated.

3.                             Aresolution of the general meeting to appoint a member of the Supervisory Boardin accordance with a nomination by the Supervisory Board shall require anabsolute majority of the votes cast.

4.                             Aresolution of the general meeting to appoint a member of the Supervisory Boardother than in accordance with a nomination by the Supervisory Board shallrequire an absolute majority of the votes cast representing more than one-thirdof 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.

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5.                             Ata general meeting of shareholders, votes in respect of the appointment of amember of the Supervisory Board, can only be cast for candidates named in theagenda of the meeting or explanatory notes thereto. If none of the candidatesnominated by the Supervisory Board is appointed, the Supervisory Board shallretain the right to make a new nomination at a next meeting.

6.                             Forthe appointment of members of the Supervisory Board, the provisions of article142 Book 2 of the Civil Code also apply.

Article 26. Retirement,suspension and dismissal of members of the Supervisory Board.

1.                             Everymember of the Supervisory Board shall retire not later than the day on whichthe first general meeting of shareholders is held after four years have elapsedfrom his appointment.

2.                             TheSupervisory Board members shall retire periodically in accordance with arotation plan to be drawn up by the Supervisory Board. Any alteration to therotation plan cannot imply that a member sitting on the Supervisory Board shallresign against his will before the period has expired in respect of which hewas appointed.

3.                             Aresigning member of the Supervisory Board may be re-appointed. In a proposalfor reappointment, the Supervisory Board shall take into account theperformance of the nominated member of the Supervisory Board in the past.

4.                             Withoutprejudice to the provisions in paragraph 5, every member of the SupervisoryBoard may be suspended or dismissed by the general meeting of shareholders atall times.

5.                             Aresolution of the general meeting to suspend or remove a member of theSupervisory Board other than in accordance with a proposal of the SupervisoryBoard shall require an absolute majority of the votes cast representing morethan one third of the company’s issued capital. Article 25, paragraph 4, lastsentence, shall apply mutatis mutandis.

6.                             Anysuspension may be extended one or more times, but may not last longer thanthree months in all. If, at the end of that period, no decision has been takenon termination of the suspension or on removal, the suspension shall end.

Article 27. Remuneration.

The general meeting shalldetermine the remuneration for every member of the Supervisory Board.

Article 28. Duties andpowers.

1.                             Itshall be the duty of the Supervisory Board to supervise the management of theExecutive Board and the general course of affairs in the company and in thebusiness connected with it. It shall assist the Executive Board with advice. Inperforming their duties the Supervisory Board members shall act

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in accordance with the interests of the company and ofthe business connected with it.

2.                             TheExecutive Board shall supply the Supervisory Board in due time with the informationrequired for the performance of its duties.

3.                             Further,at least once a year, the Executive Board shall inform the Supervisory Board ofthe main aspects of the strategic policy, the general and financial risks andthe company’s management and control systems in writing.

4.                             TheSupervisory Board shall have access to the buildings and premises of thecompany and shall be authorized to inspect the books and records of thecompany. The Supervisory Board may designate one or more persons from among itsmembers or an expert to exercise these powers. The Supervisory Board may alsoin other cases be assisted by experts. The costs of these experts shall be forthe account of the company.

Article 29.Proceedings and decision making process. Committees.

1.                             TheSupervisory Board shall elect a president from amongst its members, and one ormore vice-president(s) who shall take the place of the president in the latter’sabsence. It shall appoint a secretary, who need not be a member of theSupervisory Board, and make arrangements for his substitution in case of absence.

2.                             Inthe absence of the president and the vice-president(s) at a meeting, themeeting shall itself designate a president.

3.                             TheSupervisory Board shall meet whenever the president, or two other SupervisoryBoard members, or the Executive Board make(s) a request thereto.

4.                             Thesecretary shall keep minutes of the proceedings at meetings of the SupervisoryBoard. The minutes shall be adopted in the same meeting or in a followingmeeting of the Supervisory Board and shall be signed by the president and thesecretary as evidence thereof.

5.                             Alldecisions of the Supervisory Board shall be adopted by an absolute majority ofthe votes cast.

6.                             Decisionsof the Supervisory Board shall only be valid if taken at a meeting at which themajority of the Supervisory Board members are present or represented.

7.                             ASupervisory Board member may be represented by a co-member of the SupervisoryBoard authorized in writing. The expression: in writing shall include anymessage transmitted by current means of communication and received in writing.A Supervisory Board member may not act as representative for more than oneco-member.

8.                             TheSupervisory Board may also take decisions without a meeting, provided the proposalconcerned is submitted to all Supervisory Board members and none of them objectsto this manner of taking decisions. The secretary shall

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draw up a report regarding a decision thus taken andshall attach the replies received to the report, which shall be signed by thepresident and the secretary. This manner of taking decisions shall be notifiedin the following meeting of the Supervisory Board.

9.                             TheSupervisory Board shall meet together with the Executive Board as often as theSupervisory Board or Executive Board makes a request thereto.

10.                       TheSupervisory Board shall draw up rules containing further regulations on theprocedure for holding meetings and decision-making by the Supervisory Board,and its operating procedures.

11.                       TheSupervisory Board may, without prejudice to its responsibilities, designate oneor more committees from among its members, who shall have the responsibilitiesspecified by the Supervisory Board.

12.                       Thecomposition of any such committee shall be determined by the Supervisory Board.

13.                       Thegeneral meeting may additionally remunerate the members of the committee(s) fortheir services.

Article 30. Indemnity.

1.                             TheCompany shall indemnify and hold harmless each member of the Executive Boardand each member of the Supervisory Board (each of them, for the purpose of thisarticle 30 only, the “**Director**”)against any and all liabilities, claims, judgements, fines and penalties (the “**Claims**”), incurred by the Director as a result of anythreatening, 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, inrelation 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 itsgroup companies against the Director and claims by the Company itself (or oneof its group companies) for reimbursement of claims by third parties on theground that the Director was jointly liable toward that third party, inaddition to the Company.

2.                             TheDirector will not be indemnified with respect to Claims in so far as theyrelate to the gaining in fact of personal profits, advantages or remunerationto which he was not legally entitled, or if the Director shall have beenadjudged to be liable for gross negligence *(grove nalatigheid)*,wilful misconduct (*opzet*) orintentional recklessness (*bewuste roekeloosheid*).

3.                             Anyexpenses (including reasonable attorneys’ fees and litigation costs) (togetherthe “**Expenses**”) incurred by the Director inconnection with any Action, shall be reimbursed by the Company, but only upon receiptof a written undertaking by that Director that he shall repay such Expenses ifa 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 besubject to as a result of his indemnification.

 

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4.                             Alsoin 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 litigationcosts but only upon receipt of a written undertaking by that Director that heshall repay such fees and costs if a competent Court should resolve the Actionin favour of the Company or its group companies rather than the Director.

5.                             TheDirector shall not admit any personal financial liability vis-à-vis thirdparties, nor enter into any settlement agreement, without the Company’s priorwritten authorisation. The Company and the Director shall use all reasonableendeavours 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 reachsuch agreement, the Director shall comply with all directions given by theCompany in its sole discretion.

6.                             Theindemnity contemplated by this article 30 shall not apply to the extent Claimsand Expenses are reimbursed by insurers.

7.                             Incase of amendment of this article 30, the indemnity provided hereby shallnevertheless continue to apply to Claims and/or Expenses incurred in relationto the acts or omissions by the Director during the periods in which thisclause was in effect.

CHAPTER X.

Annual accounts andannual report. Profits.

Article 31. Financialyear. Annual accounts and annual report. Auditor.

1.                             Thefinancial year of the company shall be the calendar year.

2.                             Annually,the Executive Board shall draw up annual accounts and shall deposit these atthe company’s office for inspection by shareholders, not later than five monthsafter the end of the financial year, unless by reason of special circumstancesthis 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.                             Withinthe period referred to in paragraph 2, the Executive Board shall submit theannual accounts simultaneously with the annual report to the Supervisory Board.

4.                             TheSupervisory Board shall present its report on the annual accounts to thegeneral meeting.

5.                             Thecompany shall assign an auditor to audit the financial statements. The generalmeeting is empowered to make such assignment. If no such assignment is made bythat meeting, the Supervisory Board or, if there are no members of that boardin office or if it fails to make an assignment, the Executive Board shall beempowered to do so. The assignment may be withdrawn at any time by the generalmeeting and by the person who made the assignment; assignments made by theExecutive Board may also be withdrawn by the Supervisory Board.

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6.                             Theauditor shall report on his audit to the Supervisory Board and the ExecutiveBoard. The auditor shall convey the results of his audit in a report attestingto the financial statements giving a true and fair view.

7.                             Articles101, 102 and 103 and Title 9, Book 2 of the Civil Code also apply to the annualaccounts and to the annual report.

Article 32. Adoption.Release.

1.                             Theannual accounts shall be adopted by the general meeting.

The annual accounts may not be adopted by the generalmeeting if the general meeting has been unable to take cognisance of theauditor’s report, unless the remaining information include a legal ground forthe lacking of the statement.

2.                             Inthe general meeting of shareholders where the resolution to adopt the annualaccounts is passed, a proposal to release the members of the Executive Boardfrom liability for the exercise of the management and a proposal to release themembers of the Supervisory Board from liability for the exercise of thesupervision of the management, insofar as the exercise of such duties is reflectedin the annual accounts or otherwise disclosed to the general meeting prior tothe approval of the annual accounts, shall be brought up for discussion as twoseparate items.

Article 33.Dividend. Reservations.

1.                               a.                         Fromthe profits - the positive balance of the profit and loss account - earned inthe financial year last expired, first, insofar as possible, the dividend attributableto each of the holders of preference shares A is pro rata parte paid out tothem, insofar as possible.

The dividend inrespect of the preference shares A will be expressed in a percentage of theyield basis A adjusted on a time proportional basis to the extent that thepreference shares A have been issued or cancelled during the financial yearlast expired and will be determined in the resolution to issue such preferenceshares A for the first time. The preference share A annual dividend shall bedeclared each year on the date the company’s annual accounts are adopted andshall be paid within 3 business days of such adoption. In the event that suchdividend is not so paid, the company shall, simultaneously with the delayed paymentof such dividend, pay in addition to the holders of such preference shares A anamount equal to the interest on such dividend in respect of each day suchdividend is not paid by the company, calculated at an annual rate equal to thethen current dividend rate.

In the resolutionto issue preference shares A for the first time, it may be stipulated that theabove mentioned dividend percentage in respect of the preference shares Aconcerned be periodically altered. In such case, the resolution shall alsostate the moments of alteration and, in 

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detail, the manner by which the dividend percentage when altered shallbe calculated.

The amount of dividend per preference share A, beingthe result of the above mentioned method of calculation, shall be rounded offupwards to entire cents.

The term “issue shares of a certain class for the first time” used inthese articles of association shall also apply to a first issue of shares of aclass after all shares of such class were cancelled in accordance with article14 paragraph 2 sub a.

The yield basis A, applying to the preference shares A, amounts tothree euros and forty thousand three hundred and fifty-five one hundredthousandth eurocents (EUR 3.40355).

In case of a partial repayment on preference shares A in accordancewith article 14 paragraph 3, and also in case of a payment to holders ofpreference shares A in accordance with article 34 paragraph 3 under b. theyield basis A shall decrease, as from the day on which the payment concernedshall become payable, by an amount equal to the amount to be paid on eachpreference share A.

b.                            Fromthe 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 therepo-rate of the European Central Bank, decreased or increased by a discount orupcount, with a maximum of three percent point (3%), to be determined by theExecutive Board under the approval of the Supervisory Board, averaged over thenumber of days over which the payment is made.

c.                             Inthe 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, paymentof the deficit shall be made from the profit of the following financial years.

In that case, always insofar as possible, the dividend in arrearsattributable to the holders of preference shares A, together with the dividendover the last ended financial year attributable to them, shall be paid first.Subsequently, the dividend in arrears attributable to the holders of preferenceshares B together with the dividend over the last ended financial year attributableto them, shall be paid.

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.                             Thepart of the profit remaining thereafter shall be at the disposal of the generalmeeting, provided that no further distributions can be made on the preferenceshares A and B.

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4.                             If,over any year, a loss has been suffered, for such year no dividend on theordinary shares shall be paid, without prejudice to the provisions of article34 paragraph 2. In subsequent years, too, payment of dividend on ordinaryshares 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 beenapproved by the Supervisory Board, resolve to clear the loss to the debit ofthe distributable part of the capital and reserves, provided that, in order toclear losses, no charge may be made to the share premium reserve A.

5.                             TheExecutive Board may decide to pay an interim dividend. The decision is subjectto the approval of the Supervisory Board.

6.                             Nodividend 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 tothis 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 ofthe Civil Code.

Article 34.Distribution in shares and to the debit of the reserves.

1.                             Thegeneral meeting may, at the proposal of the Executive Board which has been approvedby the Supervisory Board, resolve that a payment of dividend on ordinary sharesbe wholly or partly not in cash, but in shares in the company.

2.                             Thegeneral meeting may, at the proposal of the Executive Board which has been approvedby the Supervisory Board, resolve that distributions to holders of ordinaryshares be made out of the distributable part of the capital and reserves,except for the share premium reserve A. The provisions of paragraph 1 applyanalogously. Distributions as referred to in this paragraph 2 shall not bemade, if not all amounts due in accordance with article 33 paragraph 1 sub aand b juncto c are paid.

3.                             a.                             TheExecutive Board, subject to approval by the Supervisory Board, may, decide toeffect payment of the amounts payable to holders of preference shares inaccordance with article 33 paragraph 1 by such payment being charged to thedistributable part of the capital and reserves, except for the share premiumreserve A.

b.                            TheExecutive Board, subject to approval by the Supervisory Board, may also decideto effect payment to the holders of preference shares A not being due inaccordance with article 33 paragraph 1, however, exclusively by such paymentbeing charged to the share premium reserve A. A decision of the Executive Boardreferred to in the previous sentence shall only be taken in case of asimultaneous or prior approving resolution of the meeting of holders ofpreference 

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shares A and, on the basis of a simultaneous adjustmentof the yield basis.

Article 35. Date forpayment.

Payment of dividends andother distributions shall be announced in accordance with article 44.

CHAPTER XI.

General meetings ofshareholders.

Article 36. Annualmeeting.

1.                             Theannual meeting shall be held annually, and not later than six months after theend of the financial year.

2.                             Theagenda for that meeting shall contain, inter alia, the following points fordiscussion:

a.          theannual report;

b.         adoptionof the annual accounts;

c.          determinationof dividend;

d.                            releasefrom liability of members of the Executive Board;

e.                             releasefrom liability of members of the Supervisory Board;

f.          any filling of vacancies;

g.                            anyother proposals put forward by the Supervisory Board or the Executive Board putforward for discussion and announced with due observance of article 38, such asproposals concerning the designation of a body competent to issue shares andthe authorization of the Executive Board to cause the acquisition of own sharesor depository receipts thereof by the company.

Article 37. Othermeetings.

Other general meetings ofshareholders shall be held as often as the Executive Board or the SupervisoryBoard deems such necessary, without prejudice to the provisions of the articles110, 111 and 112, Book 2 of the Civil Code.

Article 38. Convocation.Agenda.

1.                             Generalmeetings of shareholders shall be convened by the Supervisory Board or theExecutive Board.

2.                             Theconvocation shall take place no later than on the fifteenth day prior to thedate of the meeting.

3.                             Thenotice of the meeting shall state the subjects to be dealt with or it shallstate that the shareholders and the holders of depository receipts of sharesmay take cognisance thereof at the company’s office, without prejudice to theprovisions of article 45 paragraph 2 of the articles of association and ofarticle 99 paragraph 7, Book 2 of the Civil Code.

4.                             Thenotice of the meeting shall state the requirement for admission to the meetingas described in article 42.

5.                             Convocationshall be made in the manner stated in article 44.

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6.                             Mattersnot stated in the notice of the meeting may be further announced, subject tothe time limit pertaining to the convocation of meetings, in the manner statedin article 44.

7.                             Unlessthe notice of the meeting includes the contents of all documents which,according to the law or the articles of association, are to be available toshareholders and to holders of depository receipts of shares for inspection inconnection with the meeting to be held, these documents are to be madeavailable free of charge to shareholders and holders of depository receipts ata paying agent (“betaalkantoor”) in the Netherlands, as meant in the GeneralRules to be designated in the notice of the meeting.

8.                             Holdersof shares and holders of depository receipts representing alone or in the aggregateat 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 theOfficial Price List, have the right to request to the Executive Board or theSupervisory Board to place items on the agenda of the general meeting ofshareholders.

                                      These requestsshall in principal be honoured by the Executive Board or the Supervisory Boardon the condition:

a.                             thatthese shall be no grave interests of the company which resist against theplacing on the agenda;

b.                            thatthe request has been filed in writing with the Executive Board or the chairmanof the Supervisory Board at least sixty days prior to the date of the generalmeeting of shareholders.

Article 39. Place ofmeetings.

The general meetings ofshareholders shall be held in Amsterdam.

Article 40. Chairmanship.

1.                             Thegeneral meetings of shareholders shall be chaired by the president of theSupervisory Board or, in his absence, by a vice-president of that board; in theevent that the latter is (are) also absent, the Supervisory Board memberspresent shall elect a chairman from their midst. The Supervisory Board maydesignate another person to act as chairman of a general meeting of shareholders.

2.                             Ifthe chairman has not been appointed in accordance with paragraph 1, the meetingshall itself choose a chairman. Until that moment a member of the ExecutiveBoard designated thereto by the Executive Board shall act as chairman.

Article 41. Minutes.

1.                             Minutesshall be kept of the proceedings at every general meeting of shareholders by asecretary to be designated by the chairman. The minutes shall be adopted by thechairman and the secretary and shall be signed by them as evidence thereof.

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2.                             TheSupervisory Board or the chairman may determine that notarial minutes shall bedrawn up of the proceedings of the meeting. The notarial minutes shall beco-signed by the chairman.

Article 42. Rights atmeetings. Admittance.

1.                             Eachshareholder entitled to vote and each beneficiary of a life interest or pledgeeto whom the voting rights accrue shall be entitled to attend the generalmeeting of shareholders, to address the meeting and to exercise his votingrights. Where it concerns ordinary registered shares, the Executive Board mustbe notified in writing of the intention to attend the meeting. Such notice mustbe received by the Executive Board not later than on the date mentioned in thenotice of the meeting.

2.                             Therights to attend and vote at meetings pursuant to paragraph 1 may be exercisedby a person holding a written instrument of proxy, provided that, in the caseof ordinary shares the instrument of proxy is received by the Executive Boardnot later than the date stated in the notice convening the meeting, or in thecase of preference shares A which are held by the trust office, the instrumentof proxy is received by the Executive Board not later than at the signing ofthe attendance list prior to the commencement of the general meeting ofshareholders.

3.                             Ifthe voting rights on a share accrue to the beneficiary of a life interest or toa pledgee, instead of to the shareholder, the shareholder is also authorized toattend the general meeting of shareholders and to address the meeting, providedthat, where it concerns ordinary registered shares, the Executive Board hasbeen notified of the intention to attend the meeting in accordance withparagraph 1. Paragraph 2 applies analogously.

4.                             Withrespect to the voting rights and the right to participate in meetings attachedto ordinary bearer shares, the company shall apply by analogy the provisions ofSections 88 and 89 Book 2 of the Dutch Civil Code and recognise as ashareholder the person named in a written statement from a Necigef-participantas a Necigef-beneficiary, entitled to a given number of ordinary bearer sharesbelonging to such Necigef-participant’s collective deposit of ordinary bearershares in the company and remaining thus entitled until the close of themeeting.

A holder of ordinary bearer shares or his proxy shallonly have admittance to the meeting if the foregoing statement has beendeposited not later than on the date stated in the notice convening the meetingat the place mentioned therein. The receipt issued once such statement has beendeposited shall give admittance to the meeting. The foregoing provisions ofthis paragraph 4 shall apply mutatis mutandis to each pledgee or usufructuaryof ordinary bearer shares in whom voting rights are vested or their proxy.

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5.                             TheExecutive Board has the power to determine in the notice convening the meetingthat for the application of section 117, subsections 1 and 2, of Book 2 of theNetherlands Civil Code, the persons that are entitled to attend and addressmeetings and to vote are the persons who have those rights on a determined dayand are entered as such in a register (or one or more parts thereof) that hasbeen designated for that purpose by the Executive Board, notwithstanding who isentitled to those shares or depositary receipts at the time of the meeting. Inthis matter the provisions of paragraph 1 up to and including 4 also apply onthe understanding that:

a.                             thestatement of the Necigef-participant as referred to in paragraph 4 does nothave to include that the person mentioned shall remain participant until theclose of the meeting;

b.                            therequirement of entry in the register that has been designated for that purposeby the Executive Board shall substitute the requirement of depositing astatement as referred to in this paragraph 4.

6.                             Eachshare confers the right to cast one vote.

7.                             Eachperson entitled to vote or his proxy shall sign the attendance list.

8.                             Eachholder of depository receipts shall be entitled to attend the general meetingof shareholders and to address the meeting. Where registered depositoryreceipts are concerned, the provisions in paragraph 1 second and third sentenceshall be analogously applicable. Where bearer depository receipts of shares areconcerned, the certificates of depository receipts of shares must be depositedat the place stated in the notice convening the meeting not later than the datestated in the notice convening the meeting, without prejudice to the provisionsof paragraph 5. The provisions in this paragraph shall not be applicable to thebeneficiary of a life interest and the pledgee referred to in paragraph 1 andto the shareholders referred to in paragraph 3.

9.                             Theright to attend meetings in accordance with paragraph 8 may be exercised by aproxy authorised in writing, provided that, without prejudice to the lodgingrequirement, the form of proxy has been received by the Executive Board on thedate stated in the notice of the meeting at the latest. Paragraph 2 shall beanalogously applicable.

10.                       Thedate mentioned in the notice of the meeting, referred to in the paragraphs 1and 4, cannot be prior than the seventh 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, somuch earlier as will be allowed by law. The date mentioned in the notice of themeeting, referred to in the paragraphs 2 and 9, cannot be prior than the thirdday prior to the date of the meeting.

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11.                       Themembers of the Supervisory Board and of the Executive Board shall be entitledto attend the meeting and shall, as such, have the right to advise the generalmeeting of shareholders.

12.                       Thechairman shall decide whether persons other than those who shall be admitted inaccordance with the above provisions of this article shall be admitted to themeeting.

Article 43. Votes.

1.                             Exceptwhere the law or the articles of association require a qualified majority, allresolutions shall be adopted by absolute majority of the votes cast.

2.                             Ifin an election of persons a majority is not obtained, a second free vote shallbe taken. If again a majority is not obtained, further votes shall be takenuntil either one person obtains a majority or the election is between twopersons only, both of whom receive an equal number of votes. In the event ofsuch further elections (not including the second free vote), each electionshall be between the persons who participated in the preceding election, butwith the exclusion of the person who received the smallest number of votes inthat preceding election. If in a preceding election more than one personreceives the smallest number of votes, it shall be decided by lot which ofthese persons should not participate in the new election. If there is a tie ofvotes in an election between two persons, it shall be decided by lot who iselected, without prejudice to the provision of the following paragraph.

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

4.                             Allvotes may be cast orally. The chairman is however entitled to decide a vote bya secret ballot. If it concerns an election of persons, also a person presentat 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.

5.                             Abstentionsand invalid votes shall not be counted as votes.

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

7.                             Theprovisions of the articles 13 paragraphs 3 and 4, and 117, Book 2 of the CivilCode also apply to the general meeting of shareholders.

Article 43A.Meeting of holders of shares of one class.

1.                             Meetingsof holders of shares of one class shall be convened by the Executive Board orby the Supervisory Board. The meetings shall be held as often as the ExecutiveBoard or the Supervisory Board deems necessary, and also whenever such isrequired in accordance with the law or the articles of association.

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2.                             Withregard to these meetings, the provisions regarding the general meetings ofshareholders shall, to the extent possible, apply analogously.

CHAPTER XII.

Convocations andnotifications.

Article 44.

All announcements for thegeneral meetings of shareholders, all notifications concerning dividend andother payments and all other communications to shareholders and holders ofdepository receipts shall be effected by means of a notice in a national dailypaper and in the Official Price List, or in such manner as shall be authorisedby law at the time, without prejudice to the provisions of article 96aparagraph 4, Book 2 of the Civil Code.

CHAPTER XIII.

Amendment of the articlesof association and dissolution.

Article 45.Amendment to the articles of association. Dissolution.

1.                             Aresolution to amend the articles of association or to dissolve the companyshall only be adopted at the proposal of the Executive Board which has beenapproved by the Supervisory Board.

2.                             Whena proposal to amend the articles of association or to dissolve the company isto be submitted to the general meeting, this must be mentioned in the notice ofthe general meeting of shareholders or in the further announcement referred toin article 38 paragraph 6 and, if an amendment to the articles of associationis to be discussed, a copy of the proposal, setting forth the text of the proposedamendment verbatim, shall at the same time be deposited at the company’s officefor inspection and shall be held available for shareholders and holders ofdepository receipts free of charge until the end of the meeting.

Article 46. Liquidation.

1.                             Inthe event of dissolution of the company by virtue of a resolution of thegeneral meeting, the members of the Executive Board shall be charged with theliquidation of the business of the company and the Supervisory Board with the supervisionthereof.

2.                             Duringliquidation, the provisions of these articles of association shall remain inforce as far as possible.

3.                             Fromthe balance remaining after payment of debts there shall first be distributedas a Liquidation Distribution to the holders of preference shares A:

a.                             thesum of (x) an amount equal to any unpaid dividend, whether declared or not, onthe preference shares A in respect of any closed financial year, which amountshall be calculated in accordance with the provisions of article 33, paragraph1, increased by the interest as referred to in that article, if applicable, tobe calculated over the period ending on the date on which the LiquidationsDistribution shall 

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become payable, and (y) an amount equal to thedividend on the preference shares A in respect of the current financial year,which amount shall be calculated in accordance with the provisions of article33, paragraph 1, to be calculated proportionally over the elapsed portion ofthat financial year ending on the date on which the Liquidation Distributionshall become payable; and

b.                            anamount per preference share A  equal tothe yield basis A referred to in article 33 paragraph 1 under a.

4.                             Thebalance remaining after application of paragraph 3 there shall be distributedto the holders of preference shares B:

a.                             anyoutstanding dividend referred to in article 33 paragraph 1, which shall then becalculated over the period ending on the date on which the liquidation paymentshall become payable; and

b.                            thenominal amount paid on these shares.

If the balance is not sufficient therefor, distribution shall beeffected in proportion to the amounts paid on those shares.

5.                             Thebalance then remaining shall be distributed to the holders of ordinary sharesin proportion to the total amount of ordinary shares held by each of them.

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

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