Exhibit 1.3    BY-LAWS SUPERVISORY
BOARD  CORPORATE EXPRESS NV  Adopted by the Supervisory Board on 10 December 2004
and last adjusted on 2 February 2008


Introduction
  4Chapter I - Composition of the Supervisory Board;
  Positions; Committees
  41.
  Supervisory Board Profile, Size, Expertise and
  Independence
  42.
  (Re)Appointment; Term of Office; Resignation
  63.
  Chairman and Vice-Chairman
  74.
  Company Secretary
  95.
  Committees
  9Chapter II - Duties and Powers
  106.
  General Duties and Powers; Relation with the
  Executive Board
  107.
  Duties regarding the Actions of the Executive Board
  Members
  128.
  Duties regarding the Members and the Performance of
  the Executive Board and the Supervisory Board
  129.
  Certain other Duties of the Supervisory Board
  1310.
  Duties regarding the Supervision of Financial
  Reporting
  1411.
  Duties regarding Nomination and Assessment of
  External Auditor
  1512.
  Remuneration of Executive Board Members
  1713.
  The Shareholders Meeting
  1814.
  Complaints Handling; Whistleblowers
  19Chapter III - Supervisory Board Meetings;
  Decision-making
  2015.
  Frequency, Notice, Agenda and Venue of Meetings
  2016.
  Attendance of and Admittance to Meetings
  2017.
  Chairman of the Meeting; Reports
  2118.
  Decision-making within the Supervisory Board
  21Chapter IV - Other Provisions
  2219.
  Conflicts of Interests of Supervisory Board Members
  2220.
  Remuneration of Supervisory Board Members
  2321.
  Induction Programme, Ongoing Training and Education
  2322.
  Other Positions
  2423.
  Holding and Trading Securities
  24  2


24.
  Confidentiality
  2525.
  Miscellaneous
  25  Annexes
  
  Page1.
  List of Definitions
  
  272.
  Supervisory Board Profile
  
  303.
  Rotation Plan Supervisory Board
  
  324.
  List of Information to be included in the
  Supervisory Board Report
  
  335.
  Information to be included in the Remuneration
  Report
  
  34  3


INTRODUCTION  0.1These
By-Laws are established pursuant to article 29.10 of the Companys articles of
association.(1)  0.2These By-Laws are complementary to the
provisions regarding the Supervisory Board and the Supervisory Board members as
contained in applicable legislation and regulations, the articles of
association of the Company and the rules pertaining to the relationship
between the Executive Board and the Supervisory Board as contained in the
By-Laws of the Executive Board (which have been approved by the Supervisory
Board).  0.3These By-Laws and all annexes thereto are
posted on the Companys website.(2)  0.4The meaning of certain capitalised or
uncapitalised terms used in these By-Laws is set forth in the List of
Definitions attached as Annex 1.  CHAPTER I
COMPOSITION OF THE SUPERVISORY BOARD; POSITIONS;
COMMITTEES  1.Supervisory Board Profile,
Size, Expertise and Independence  1.1The Supervisory Board shall prepare a
profile of its size and composition, taking account of the nature of the
business of the Company and its Subsidiaries and the desired expertise and
background of the Supervisory Board members (the Supervisory Board Profile).
The current Supervisory Board Profile is attached as Annex 2.
The Supervisory Board Profile shall furthermore be made available for public
inspection at the offices of the Company and is posted on the Companys website.(3)  1.2The number of Supervisory Board members
shall be determined by the Supervisory Board after consultation with the CEO
and taking into account clauses 1.1 and 1.2 of the Profile, and shall be four
as a minimum.  
 (1)
  Dutch Corporate Governance Code, best practice
  provision III.1.1.(2)
  Dutch Corporate Governance Code, best practice
  provision III.1.1.(3)
  Dutch Corporate Governance Code, best practice
  provision III.3.1.  4


1.3The Supervisory Board shall endeavour to
ensure, within the limits of its powers, that it is at all times composed so
that:  (a)its members are able to act critically and
independently of one another, the Executive Board and any particular
interest;(4)  (b)each Supervisory Board member is capable of
assessing the broad outline of the overall policy;(5)  (c)each Supervisory Board member has the
specific expertise required to perform his duties within the framework of his
role within the Supervisory Board Profile;(6)  (d)the Supervisory Board as a whole matches
the Supervisory Board Profile and the composition of the Supervisory Board is
such that it is able to carry out its duties properly;(7)  (e)at least one Supervisory Board member is a
financial expert within the meaning of clause 2.4 of the Charter of the Audit
Committee;(8)  (f)all Supervisory Board members, with the
exception of not more than one person, shall be independent within the meaning
of clause 1.4 of these By-Laws;(9)  (g)all Supervisory Board members observe the
restrictions regarding the nature and number of their other positions as set
forth in clause 22 of these By-Laws.  1.4A Supervisory Board member is deemed
independent if the following criteria of dependence do not apply to him. These
criteria are that the Supervisory Board member concerned, his spouse,
registered partner or other life companion, foster child or relative by blood
or marriage up to the second degree:  (a)is, or was in the five years prior to
his/her appointment to the Supervisory Board, an employee of the Company, a
member of the Executive Board, an executive officer or member of the executive
board of an affiliate, a general partner or managing partner of an affiliate or
a director who is or was also an employee of an affiliate;  (b)receives directly or indirectly personal
financial compensation from the Company, or an affiliated company, other than
ordinary course compensation received for work performed as a Supervisory Board
member or member of a Committee of the Supervisory Board;  
 (4)
  Dutch Corporate Governance Code, Principle III.2.(5)
  Dutch Corporate Governance Code, Principle III.3.(6)
  Dutch Corporate Governance Code, Principle III.3.(7)
  Dutch Corporate Governance Code, Principle III.3.(8)
  Dutch Corporate Governance Code, best practice
  provision III.3.2.(9)
  Dutch Corporate Governance Code, best practice
  provision III.2.1.  5


(c)has had an important business relationship
with the Company or an affiliated company in the year prior to the appointment;  (d)is a member of the executive board of a
company in which a member of the Executive Board is a supervisory board member;  (e)holds at least ten per cent of shares in
the Companys capital (including shares held by natural or legal persons that
cooperate with the individual concerned under an express, tacit, oral or
written agreement);  (f)is a member of the executive board or
supervisory board, or a representative or executive officer in some other way,
of a legal entity which holds at least ten per cent of the shares in the
Companys capital, unless such entity is a member of the same group as the
Company; or  (g)has temporarily managed the Company during
the previous twelve months due to vacant seats on the Executive Board, or
because Executive Board members were unable to perform their duties.(10)  1.5When required by applicable regulations,
the Supervisory Board members shall meet the independence and experience
requirements of the relevant foreign stock exchanges and any implementing rules of
relevant supervisory authorities (including but not limited to applicable codes
of conduct) in addition to the requirements of the above clauses 1.1 through
1.4.  1.6A statement as to whether the requirement
of clause 1.3(f) of these By-Laws has been satisfied and which member(s) of
the Supervisory Board, if any, should not be deemed independent, shall be
included in the Supervisory Board Report.  2.(Re)Appointment; Term of
Office; Resignation  2.1The Supervisory Board members are appointed
by the General Meeting of Shareholders. The Supervisory Board shall nominate
one or more candidates for appointment.  2.2A nomination or recommendation to the
General Meeting of Shareholders to appoint a Supervisory Board member shall
state the candidates age, his profession, the amount of the shares he holds in
the Companys capital and the positions he holds or has held, insofar as these
are relevant for the performance of the duties of a Supervisory Board member.
Furthermore, the legal entities whose supervisory boards he is also a member of
must be listed; if those include legal entities which belong to the same group,
reference to that group is sufficient. The recommendation or nomination for
appointment or reappointment shall state the reasons on which it is based.(11)  
 (10)
  Dutch Corporate Governance Code, best practice
  provision III.2.2.(11)
  Section 2:142 Dutch Civil Code.  6


2.3Any nomination or recommendation by the
Supervisory Board for appointment or reappointment of a Supervisory Board
member must be in accordance with clause 1 of these By-Laws, including the
Supervisory Board Profile. On reappointment, account must be taken of the
candidates past performance as a Supervisory Board member. A Supervisory Board
member is reappointed only after careful consideration.(12)  2.4A person may be appointed to the
Supervisory Board for a maximum of three 4-year terms.(13)  2.5Supervisory Board members shall retire
periodically in accordance with a rotation plan to be drawn up by the
Supervisory Board in order to avoid, as far as possible, a situation in which
many Supervisory Board members retire at the same time.(14) The current
rotation plan is attached as Annex 3. The
rotation plan shall be made available for public inspection at the offices of
the Company and is posted on the Companys website.(15) The Supervisory Board
may at any time amend the rotation plan. Amendments to the rotation plan,
however, do not permit a sitting Supervisory Board member to remain in office
for a longer period than appointed for, or allow that he be asked to retire
before his term has expired.  2.6A Supervisory Board member shall retire
early in the event of unacceptable performance, structural incompatibility of
interests, and in any other instances where deemed necessary by the Supervisory
Board.(16)  2.7A Supervisory Board member who is
temporarily charged with the management of the Company when seats on the
Executive Board are vacant or Executive Board members are unable to fulfil
their duties, shall resign from the Supervisory Board.(17)  3.Chairman and Vice-Chairman  3.1The Supervisory Board shall elect a
Chairman and a Vice-Chairman from among its members. The Vice-Chairman shall
replace, and shall assume the powers and duties of, the Chairman in the latters
absence. The Chairman shall not be a former member of the Executive Board.(18)  
 (12)
  Dutch Corporate Governance Code, Principle III.3;
  Section 2:142 Dutch Civil Code.(13)
  Dutch Corporate Governance Code, best practice
  provision III.3.5.(14)
  Dutch Corporate Governance Code, best
  practice provision III.3.6.(15)
  Dutch Corporate Governance Code, best practice
  provision.III.3.6.(16)
  Dutch Corporate Governance Code, best practice
  provision III.1.4.(17)
  Dutch Corporate Governance Code, best practice
  provision III.6.7.(18)
  Dutch Corporate Governance Code, best practice
  provision III.4.2.  7


3.2The Chairman of the Supervisory Board shall
be primarily responsible for monitoring the proper functioning of the
Supervisory Board and its Committees. He shall act as the spokesman of the
Supervisory Board and shall be the main contact for the CEO and the Executive
Board. The CEO and the Chairman of the Supervisory Board shall meet on a
regular basis. As a general rule, the Chairman of the Supervisory Board shall
preside over General Meetings of Shareholders.(19)  3.3Without prejudice to the generality of
clause 3.2, the Chairman of the Supervisory Board shall see to it that:(20)  (a)Supervisory Board members follow their
induction programme and, as needed, pursue additional education or training
programmes;  (b)the Supervisory Board members receive all
information necessary for the proper performance of their duties in a timely
manner;  (c)there is sufficient time for consultation
and decision-making by the Supervisory Board;  (d)the Committees function properly;  (e)the performance of the Executive Board
members and the Supervisory Board members is assessed at least once a year;  (f)the Supervisory Board elects a
Vice-Chairman of the Supervisory Board; and  (g)the Supervisory Board has proper contact
with the Executive Board and the Works Council.  3.4In addition, the Chairman of the
Supervisory Board shall be primarily responsible for:  (a)ensuring the proper discharge by the
Supervisory Board of its duties;  (b)determining the agenda of Supervisory Board
meetings and chairing such meetings;  (c)consulting with any external advisor
appointed by the Supervisory Board;  (d)addressing problems related to the
performance of individual Supervisory Board members; and  (e)addressing any internal disputes and
conflicts of interest concerning individual Supervisory Board members and the
resulting resignation of such members, if appropriate.  
 (19)
  See Dutch Corporate Governance Code, Principle III.4.(20)
  Dutch Corporate Governance Code, best practice
  provision III.4.1.  8


4.Company Secretary(21)  4.1The Supervisory Board shall be assisted by
the Company Secretary, who shall be appointed and dismissed in accordance with
the provisions of clause 4 of the By-Laws of the Executive Board.  4.2All Supervisory Board members have access
to the advice and services of the Company Secretary.  4.3The Company Secretary shall see to it that
correct Supervisory Board procedures are followed and that the Supervisory
Board acts in accordance with its statutory obligations and its obligations
under the Companys articles of association. The Company Secretary shall assist
the Chairman of the Supervisory Board in the organisation of the affairs of the
Supervisory Board (information, agenda, reporting of meetings, evaluation,
training programme, etc.). The Company Secretary shall as such also be the
secretary of the Supervisory Board.  4.4The Company Secretary may delegate his
duties under these By-Laws, or parts thereof, to a deputy appointed by him in
consultation with the Chairman of the Supervisory Board.  4.5The Company Secretary shall also perform
activities for the Executive Board, as provided for in the By-Laws of the
Executive Board.  5.Committees  5.1The Supervisory Board may appoint standing
and/or ad hoc Committees from among its members, which are charged with tasks
specified by the Supervisory Board. The composition of any Committee is
determined by the Supervisory Board. The Supervisory Board has established an
Audit Committee and a Compensation, Nominating and Corporate Governance
Committee (the CNCG Committee).(22)  5.2The Supervisory Board remains collectively
responsible for decisions prepared by the Committees. The Supervisory Board may
delegate the authority to pass resolutions implementing the policies as
determined by the Supervisory Board to one or more of the Committees. This
delegation of authority will be effective for a period of one year and can be
extended by the Supervisory Board, each time for an additional period of one
year. A Committee may only exercise such powers as are explicitly attributed or
delegated to it and may never exercise powers beyond those exercisable by the
Supervisory Board. Each Committee must inform the Supervisory Board in a clear
and timely way of the manner in which it has used delegated authority and of
any major development in the area of its responsibilities. All independent
Supervisory Board members shall have unrestricted access to all Committee
meetings and records. The Supervisory Board shall receive a report from each
Committee of its deliberations and  
 (21)
  Dutch Corporate Governance Code, best practice
  provision III.4.3.(22)
  The Selection and Appointment Committee and the
  Remuneration Committee referred to in the Dutch Corporate Governance Code
  are combined in the CNCG Committee.  9


findings.(23)
For each Committee, the Supervisory Board shall include in the Supervisory
Board Report: (i) a report on how it has performed its duties, and (ii) details
on its existence, its composition, the number of meetings held and the main
issues discussed.  5.3The Supervisory Board shall establish a
Charter for each Committee which may be amended from time to time. Each Charter
shall indicate the role and responsibility of the Committee concerned, its
composition and the manner in which it performs its duties. Each Committee
shall consist of at least three members. The Charter of a Committee may contain
further requirements on the composition of the Committee concerned.  5.4The Charters and the composition of the
Committees are posted on the Companys website.(24)  5.5The Supervisory Board as a rule has no
delegated Supervisory Board member (gedelegeerd commissaris).
Under special circumstances, however, the Supervisory Board may resolve to
appoint a delegated Supervisory Board member, in which case best practice
provision III.6.6 of the Dutch Corporate Governance Code shall apply in full.  CHAPTER II
DUTIES AND POWERS  6.General Duties and Powers;
Relation with the Executive Board  6.1The Supervisory Board shall be charged with
the supervision of the Executive Board and the general course of affairs of the
Company. The Supervisory Board shall in any event evaluate the main
organisational structure and the control mechanisms established under the
management of the Executive Board. The Supervisory Board shall assist the
Executive Board with advice.(25) The responsibility for the proper performance
of its duties is vested collectively in the Supervisory Board.  6.2In performing its duties the Supervisory
Board shall act in accordance with the interests of the Company, taking into
consideration the interests of the Companys stakeholders.(26) Supervisory
Board members shall perform their duties without mandate and independent of any
interest in the business of the Company. They should not support one interest
without regard to the other interests involved.  
 (23)
  Dutch Corporate Governance Code, best practice
  provision III.5.3.(24)
  Dutch Corporate Governance Code, best practice
  provision III.5.1.(25)
  Section 2:140 Dutch Civil Code; Dutch Corporate
  Governance Code, Principle III.1.(26)
  Section 2:140 Dutch Civil Code; Dutch Corporate
  Governance Code, Principle III.1.  10


6.3The Supervisory Board shall be responsible
for the quality of its performance.(27)  6.4The Supervisory Board and its individual
members each have their own responsibility for obtaining all information from
the Executive Board and the External Auditor needed to enable them to carry out
their duties properly as a supervisory body. If deemed necessary by the
Supervisory Board, it may obtain information from officers and external
advisers of the Company. The Company shall provide the necessary means for this
purpose. The Supervisory Board may require that certain officers and external
advisers attend its meetings.(28)  6.5The Executive Board shall of its own accord
and in a timely manner provide the Supervisory Board and its members and
Committees with the information needed to function and to discharge their
duties properly. The information will as much as possible be provided in
writing.  6.6Each
quarter, the Executive Board shall provide the Supervisory Board with the
following reports:  (a)a report with detailed information on,
among other things, key performance indicators, significant mergers and
acquisitions, material investments, major organisational issues, important
regulatory developments and other relevant issues; and  (b)a report with detailed information on the
financial situation and development of the Company and its Subsidiaries,  which will be drafted in the format agreed
upon from time to time between the Executive Board and the Supervisory Board.  6.7At least
annually, the Executive Board shall provide the Supervisory Board with a report
on the effectiveness of the internal control framework and disclosure controls
and procedures of the Company, as provided for in clause 6.4 of the By-Laws of
the Executive Board.  6.8Each member of the Supervisory Board has
access to the books, records and offices of the Company in so far as required
or as is useful for the proper performance of his duties. The Supervisory Board
member shall exercise this right in consultation with the Chairman of the
Supervisory Board and the Company Secretary.  6.9The Supervisory Board may in exercising its
duties seek the assistance or advice of one or more experts.  6.10The Supervisory
Board is empowered to engage independent advisors to aid it and its Committees30(and
to ask the support of one or more supporting staff members in the performance
of its duties) at the Companys expense.  
 (27)
  Dutch Corporate Governance Code, Principle III.1.(28)
  Dutch Corporate Governance Code, best practice
  provision III.1.9.  11


7.Duties regarding the Actions
of the Executive Board Members  7.1The supervision of the Executive Board by
the Supervisory Board shall include: (i) achievement of the Companys
objectives; (ii) the strategy and risks inherent in the business
activities; (iii) the structure and operation of the internal risk
management and control systems; (iv) the financial reporting process; (v) compliance
with the legislation and regulations.(29)  7.2The Supervisory Board supervises the
financial reporting in accordance with clause 10 of these By-Laws.  7.3The Supervisory Board shall discuss the
main features of the corporate strategy and the risks of the business, the
result of the assessment by the Executive Board of the structure and operation
of the internal risk management and control systems, as well as any significant
changes thereto at least once a year.(30) The Supervisory Board shall
furthermore discuss the financing of the Company and finance related
strategies. Reference to these discussions shall be made in the Supervisory
Board Report.  8.Duties regarding the Members
and the Performance of the Executive Board and the Supervisory Board  8.1Duties regarding the Members
and the Performance of the Executive Board  The duties of the
Supervisory Board regarding the Executive Board members specifically include:  (a)the selection and nomination of Executive
Board members,(31) the submission of proposals for the remuneration policy for
Executive Board members to the General Meeting of Shareholders, the
determination of the remuneration (in accordance with said remuneration policy)
and the contractual employment conditions of Executive Board members;(32)  (b)determination of the number of Executive
Board members, the designation of the Chairman of the Executive Board, the
approval (or proposal, where useful) of changes to the division of tasks within
the Executive Board or of the By-Laws of the Executive Board(33) and the
evaluation and assessment of the functioning of the Executive Board and its
individual members; the approval of additional positions of the Executive Board
to the extent required under the By-Laws of the Executive Board;(34) and  
 (29)
  Dutch Corporate Governance Code, best practice
  provision III.1.6.(30)
  Dutch Corporate Governance Code, best practice
  provision III.1.8; see also Section 2:141 Dutch Civil Code.(31)
  See also clause 1.1 of the Executive
  Board By-Laws and the Charter of the CNCG Committee.(32)
  See also clause 12 of these By-Laws, Charter of the
  CNCG Committee.(33)
  See also clause 1 of the Executive Board
  By-Laws.(34)
  See also clause 17 of the Executive Board
  By-Laws.  12


(c)to
address conflict of interest issues between the Company and Executive Board
members.(35)  8.2Duties
regarding the Members and the Performance of the Supervisory Board  The duties of the Supervisory Board in
relation to the Supervisory Board members specifically include:  (a)the selection and nomination of Supervisory
Board members and proposals to the General Meeting of Shareholders for the
remuneration of Supervisory Board members;  (b)the determination of the number of
Supervisory Board members, the appointment of a Chairman and Vice-Chairman of
the Supervisory Board, the establishment of Committees and defining their role,
the evaluation and assessment of the functioning of the Supervisory Board, its
Committees and the individual Supervisory Board members (including an
evaluation of the of the Supervisory Board Profile and the induction, education
and training programme); the approval of other positions of Supervisory Board
members to the extent required under clause 22 of these By-Laws; and  (c)addressing conflict of interest issues
between the Company and Supervisory Board members.(36)  8.3At least once a year the Supervisory Board
shall, without the Executive Board being present, discuss its own functioning,
and that of its individual members, and the conclusions that must be drawn on
the basis thereof. The desired profile, composition and competence of the
Supervisory Board shall also be discussed. At least once a year the Supervisory
Board shall also, without the Executive Board being present, discuss the
functioning of the Executive Board as a body and the functioning of its
individual members, and the conclusions that must be drawn on the basis
thereof.(37) Reference to these issues shall be made in the Supervisory Board
Report.  9.Certain other Duties of the
Supervisory Board  9.1The other duties of the Supervisory Board
include:  (a)duties regarding the External Auditor as
described in clause 11 of these By-Laws and the Charter of the Audit Committee;  
 (35)
  See also clause 15 of the Executive Board
  By-Laws and clause 19 of these By-Laws; Dutch Corporate Governance Code, best
  practice provision III.6.5.(36)
  See also clause 19 of these By-Laws.(37)
  Dutch Corporate Governance Code, best
  practice provision III.1.7.  13


(b)establishing and maintaining, through the
Audit Committee, procedures for the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls, or auditing matters and the confidential, anonymous submission by
employees of the Company of concerns regarding questionable accounting or
auditing matters, where appropriate through the Audit Committee;(38)  (c)the taking of measures for the temporary
management of the Company if a member of the Executive Board is absent or
prevented from performing his duties;  (d)other duties the Supervisory Board is
charged with under legislation, the Companys articles of association, these
By-Laws, the Charter of a Committee or the By-Laws of the Executive Board.  9.2The Supervisory Board shall draw up a
report to be included in the Annual Report, describing its activities in the
financial year concerned and containing the specific statements and information
listed in Annex 4(the Supervisory Board Report).(39)  9.3The Supervisory Board and the Executive
Board are jointly responsible for the corporate governance structure of the
Company, compliance with the Dutch Corporate Governance Code and any other
applicable legislation and regulations.(40)  10.Duties regarding the
Supervision of Financial Reporting  10.1The
Supervisory Board shall, primarily through the Audit Committee, supervise
compliance with internal procedures established by the Executive Board for the
preparation and publication of the Annual Report, the Annual Accounts, the
quarterly and half-yearly figures and ad hoc financial information.(41) The
Supervisory Board shall also supervise the establishment and maintenance of
internal control mechanisms for external financial reporting as described in
clause 7.1 of the By-Laws of the Executive Board.(42)  10.2The Audit Committee shall regularly, and in
any event as soon as possible, report to the Supervisory Board on the Annual
Report, the Annual Accounts, and the quarterly figures. The Annual Accounts and
the Annual Report for the year just ended shall be discussed in a meeting with
the Supervisory Board within five months of this year end. The quarterly
accounts of the Company for the respective period just ended shall be discussed
in a meeting of the Executive Board with the Supervisory Board within two
months of the end of this period. These meetings are prepared by the Audit
Committee.  
 (38)
  See also clause 14 of these By-Laws.(39)
  Dutch Corporate Governance Code, best
  practice provision III.1.2.(40)
  Dutch Corporate Governance Code,
  Principle I.(41)
  Dutch Corporate Governance Code, best practice
  provision V.1.1.(42)
  Dutch Corporate Governance Code, best
  practice provision V.1.3.  14


10.3The External Auditor shall in any event
attend the part of the meeting of the Supervisory Board at which the report of
the External Auditor with respect to the audit of the Annual Accounts is
discussed, and at which a decision will be taken on the adoption of the Annual
Accounts. The External Auditor shall receive the financial information
underlying the adoption of the quarterly and/or half-yearly figures, and other
interim financial reports, and shall be given the opportunity to respond to all
information.(43) The External Auditor shall report his findings in relation to
the audit of the Annual Accounts to the Executive Board, the Audit Committee
and the Supervisory Board.(44)  10.4The line of contact between the Supervisory
Board and the External Auditor is through the Audit Committee of the
Supervisory Board. The Audit Committee is the first contact for the External
Auditor if any irregularities in the contents of the financial reports are
discovered.(45)  10.5The Supervisory Board shall see to it that
the recommendations made by the External Auditor are considered carefully by
the Executive Board and the Supervisory Board and, to the extent accepted, that
they are actually implemented by the Executive Board. This supervision may be
delegated to the Audit Committee of the Supervisory Board.  11.Duties regarding Nomination
and Assessment of External Auditor  11.1The External Auditor shall be appointed by
the General Meeting of Shareholders for a period of one year per term. Upon the
independent recommendation of the Audit Committee, the Supervisory Board shall
nominate a candidate for this appointment to the General Meeting of
Shareholders and may recommend replacement of the External Auditor. The Audit
Committee may take note of the views of the Executive Board before making its
recommendation. The Audit Committees recommendation however shall be made on
an independent basis.(46)  11.2The remuneration of the External Auditor,
and instructions to the External Auditor to provide non-audit services, shall
be approved by the Supervisory Board through the Audit Committee. The Audit
Committee may take note of the views of the Executive Board before approving
the remuneration of the External Auditor. The Audit Committees decision
however, shall be made on an independent basis.(47)  
 (43)
  Dutch Corporate Governance Code, best
  practice provision V.4.1.(44)
  Dutch Corporate Governance Code,
  Principle V.4.(45)
  Dutch Corporate Governance Code, best
  practice provision III.5.5.(46)
  Dutch Corporate Governance Code, Principle V.2. See
  also the Charter of the Audit Committee, clause 5.1 and the Buhrmann Policy
  regarding External Auditor Independence and Services, clause 3.(47)
  Dutch Corporate Governance Code,
  Principle V.2.  15


11.3The Audit Committee shall report the
dealings of the Audit Committee and the Executive Board with the External
Auditor on an annual basis to the Supervisory Board, including their assessment
of the External Auditors independence (including the requirement or desire to
rotate the responsible audit partners of the External Auditor and the
desirability of the External Auditor providing both audit services and
non-audit services to the Company). The Audit Committee may take note of the
views of the Executive Board when preparing its report. The Audit Committee
shall, however, prepare its report on an independent basis. The Supervisory
Board shall take this report of the report of the Audit Committee into account
in addition to the Audit Committees overall recommendations when confirming
its nomination to the General Meeting of Shareholders for the appointment of an
External Auditor.(48)  11.4At least once every four years, the Audit
Committee and the Executive Board shall each conduct a thorough and independent
assessment of the functioning of the External Auditor in the various entities
and capacities in which the External Auditor acts. The Audit Committee and the
Executive Board shall conduct their assessment separately and independently
from ne another. The main conclusions of each assessment shall be communicated
to the General Meeting of Shareholders in connection with the nomination for
the appointment of the External Auditor.(49)  11.5Conflicts of interest and potential
conflicts of interest between the External Auditor and the Company shall be
resolved in the manner determined by the Supervisory Board at the
recommendation of the Audit Committee. Executive Board members and Supervisory
Board members must inform the chairman of the Audit Committee of issues that
may compromise the required independence of the External Auditor or that may
give rise to a conflict of interest or a potential conflict of interest between
the External Auditor and the Company, when brought to their attention.(50)  11.6When appointed, the External Auditor shall
be requested to state explicitly to the Company that he has been informed of: (i) the
Companys policy as laid down in clause 11.5, the Charter of the Audit Committee
and the Policy on External Auditor Independence and Services and (ii) other
matters provided for in the Executive Board By-Laws, these By-Laws and the
Charter of the Audit Committee, that he agrees with and will co-operate fully
with their implementation.  
 (48)
  Dutch Corporate Governance Code, best
  practice provision V.2.2.(49)
  Dutch Corporate Governance Code, best
  practice provision V.2.3.(50)
  Dutch Corporate Governance Code, best
  practice provision III.6.5.  16


12.Remuneration of Executive
Board Members  12.1The CNCG Committee shall annually on behalf
of the Supervisory Board prepare a Remuneration Report, which contains an
account of the manner in which the remuneration policy for Executive Board
members has been implemented in the past financial year, as well as an overview
of the remuneration policy for Executive Board members planned by the
Supervisory Board for the next financial year and subsequent years.(51) This
overview shall, in any event, contain the information as set out in Annex 5.(52) The principal points of the Remuneration Report
shall be included in the Supervisory Board Report. The Remuneration Report is
posted on the Companys website.(53)  12.2The remuneration policy planned for the
next financial year and subsequent years as specified in the Remuneration
Report shall be submitted to the General Meeting of Shareholders for
adoption.(54) Significant changes to the remuneration policy shall also be
submitted to the General Meeting of Shareholders for its approval. Schemes
whereby Executive Board members are remunerated in the form of shares or rights
to subscribe for shares, and significant changes to such schemes, shall be
submitted to the General Meeting of Shareholders for approval.  12.3The Supervisory Board shall determine the
remuneration of the individual Executive Board members on a proposal by the
CNCG Committee, within the scope of the remuneration policy adopted by the
General Meeting of Shareholders and taking into account the following(55):  ·Executive Board members shall not profit from the activities of the
Company other than through remuneration as an Executive Board member or through
shares in the Company held for the purpose of long-term investment;  ·The Company and its Subsidiaries shall not grant personal loans,
guarantees or the like to Executive Board members.(56)  ·Apart from their remuneration, Executive Board members shall be
reimbursed for all reasonable costs.  12.4The main features of the contract of an
Executive Board member with the Company shall be disclosed immediately after
its conclusion by publication on the Companys website. The features disclosed
are in any event the amount of the fixed salary, the structure and amount of
the variable remuneration component, any redundancy scheme, pension
arrangements and performance criteria.(57)  
 (51)
  Dutch Corporate Governance Code, best
  practice provision II.2.9.(52)
  Dutch Corporate Governance Code, best
  practice provision II.2.10.(53)
  Dutch Corporate Governance Code, best
  practice provision II.2.13(54)
  Dutch Corporate Governance
  Code, II.2 (2nd Principle); Section 2:135 Dutch Civil Code.(55)
  Dutch Corporate Governance
  Code, II.2 (2nd Principle); Section 2:135 Dutch Civil Code.(56)
  Dutch Corporate Governance Code, best
  practice provision II.2.8 and Rule 13(k) of the US Exchange Act.(57)
  Dutch Corporate Governance Code, best
  practice provision II.2.11.  17


12.5If an Executive Board member or former
Executive Board member is paid special remuneration or compensation during a
given financial year, an explanation of this remuneration or compensation must
be included in the Remuneration Report. The Remuneration Report shall in any
event account for and explain remuneration paid or promised by way of severance
pay in the year under review to an Executive Board member.(58)  13.The Shareholders Meeting  13.1Where appropriate, the Supervisory Board
shall provide all shareholders and other parties in the financial markets with
equal and simultaneous information about matters that may influence the share
price.(59)  13.2The Executive Board and the Supervisory
Board shall endeavour to provide the General Meeting of Shareholders with all
information that it requires for the exercise of its powers.(60)  13.3The Executive Board and the Supervisory
Board shall endeavour to provide the General Meeting of Shareholders with all
requested information, unless this would be contrary to an overriding interest
of the Company. If the Executive Board and the Supervisory Board invoke an
overriding interest, they must give reasons.(61)  13.4If a right of approval is granted to the
General Meeting of Shareholders by law or under the Companys articles of
association, or the Executive Board or the Supervisory Board requests a
delegation of powers, the Executive Board and the Supervisory Board shall
inform the General Meeting of Shareholders by means of a shareholders circular
of all facts and circumstances relevant to the approval, delegation or
authorisation to be granted. The shareholders circular shall in any event be
posted on the Companys website as of the date of notice of the General Meeting
of Shareholders, at which the proposal concerned is discussed, until the
meeting has ended.(62) This shareholders circular may be in the format of
explanatory notes to the agenda of the General Meeting of Shareholders.  13.5The Executive Board and the Supervisory
Board shall ensure compliance with all applicable legislation and regulations
with respect to the rights of the General Meeting of Shareholders and the
related rights of individual shareholders.  13.6The Supervisory Board members shall be
present at the General Meetings of Shareholders, unless they are unable to
attend for important reasons.  
 (58)
  Dutch Corporate Governance Code, best
  practice provision II.2.12.(59)
  Dutch Corporate Governance Code,
  Principle IV.3.(60)
  Dutch Corporate Governance Code,
  Principle IV.3.(61)
  Dutch Corporate Governance Code, best
  practice provision IV.3.5.(62)
  Dutch Corporate Governance Code, best
  practice provision IV.3.7.  18


13.7The General Meetings of Shareholders are
presided over by the Chairman of the Supervisory Board or, in his absence, the
Vice-Chairman of the Supervisory Board. The Supervisory Board may designate
someone else to preside over the meeting.  13.8The Supervisory Board shall endeavour to
make available a draft notarial deed of proceedings of the General Meeting of
Shareholders to the shareholders of the Company upon written demand to the
Company (for the attention to the Company Secretary) no later than three months
after the end of the meeting, following which the shareholders have another
three months in which to respond to the contents of the draft deed. The
notarial deed of proceedings is then signed by the chairman of the relevant
meeting and subsequently executed by the civil law notary who acted as the
secretary of that meeting.(63) The minutes of the General Meeting of
Shareholders as laid down in the notarial deed of proceedings is posted as soon
as possible on the Companys website, in any case before the end of the
following General Meeting of Shareholders.  13.9A resolution of the General Meeting of
Shareholders may be disclosed externally through a statement from the Chairman
of the Supervisory Board, the CEO or the Company Secretary.  13.10The Supervisory Board and the Executive
Board shall procure that each substantial change in the corporate governance
structure of the Company or in the Companys compliance with the Dutch
Corporate Governance Code is submitted to the General Meeting of Shareholders
for discussion under a separate agenda item.(64)  13.11The Supervisory Board shall see to it that
the responsible partner (certifying auditor) of the firm of the External
Auditor is present at the General Meeting of Shareholders and that he can
address the meeting. The External Auditor may be questioned by the General
Meeting of Shareholders in relation to his statement on the fairness of the
annual accounts.(65)  14.Complaints Handling;
Whistleblowers  In addition to the obligations of the
Executive Board in respect of this subject as set out in clause 5.7 of the
By-laws of the Executive Board, the Supervisory Board, through the Audit
Committee, shall establish and maintain procedures for the receipt, retention
and treatment of complaints received by the Company regarding accounting,
internal accounting controls, or auditing matters and the confidential,
anonymous submission by employees of the Company of concerns regarding
questionable accounting or auditing matters.(66) The whistleblowers policy of
the Company is included in the Buhrmann Business Principles and Code of Ethics
which is posted on the Companys website.  
 (63)
  Dutch Corporate Governance Code, best
  practice provision IV.3.8.(64)
  Dutch Corporate Governance Code, best
  practice provision I.2.(65)
  Dutch Corporate Governance Code, best
  practice provision V.2.1.(66)
  Compare Dutch Corporate Governance Code,
  best practice provision II.1.6 and Rules 10a-3(b)(3) of the US
  Exchange Act. See also clause 6 of the Charter of the Audit Committee.  19


CHAPTER III SUPERVISORY BOARD MEETINGS;
DECISION-MAKING  15.Frequency, Notice, Agenda and Venue of
Meetings  15.1The Supervisory Board shall meet as often
as deemed necessary for the proper functioning of the Supervisory Board. The
Supervisory Board shall meet at least six times a year. Meetings shall be
scheduled annually as much in advance as possible.  15.2Meetings of the Supervisory Board shall in
principle be called by the Company Secretary, in consultation with the Chairman
of the Supervisory Board. Save in urgent cases, to be determined by the
Chairman of the Supervisory Board, the agenda for a meeting, including any
related documentation, shall be sent to all Supervisory Board members at least
five calendar days before the meeting. Prior to convening the meeting the
Chairman of the Supervisory Board shall in principle consult on the content of
the agenda with the CEO.  15.3Each Supervisory Board member, the CEO, and
the Executive Board collectively, shall have the right to request that an item
be placed on the agenda for a Supervisory Board meeting.  15.4Supervisory Board meetings shall be
generally held at the offices of the Company, but may also take place
elsewhere. In addition, at the discretion of the Chairman of the Supervisory
Board, meetings of the Supervisory Board may be held by conference call, video
conference or by any other means of communication, provided all participants
can communicate with each other simultaneously.  16.Attendance of and Admittance to Meetings  16.1The CEO and the other Executive Board
members shall in principle attend all Supervisory Board meetings, to the extent
the Supervisory Board does not indicate that it wishes to meet in the absence
of the CEO or the other Executive Board members.  16.2A Supervisory Board member may be
represented at Supervisory Board meetings by another Supervisory Board member
holding a proxy in writing. The existence of such proxy must be proved
satisfactorily to the chairman of the meeting.  16.3If a Supervisory Board member is frequently
absent from Supervisory Board meetings he shall be called to account for this
by the Chairman of the Supervisory Board. The Supervisory Board Report shall
include a schedule indicating the attendance or absence by each Supervisory
Board member and each member of a Committee with respect to all meetings of the
Supervisory Board or of the Committees in the reporting year.(67)  
 (67)
  Dutch Corporate Governance Code, best
  practice provision III.1.5.  20


16.4The admittance to the meeting of persons
other than Supervisory Board members, the Company Secretary and Executive Board
members shall be decided by majority vote of the Supervisory Board members
present and represented at the meeting.  17.Chairman of the Meeting; Reports  17.1Supervisory Board meetings are presided
over by the Chairman of the Supervisory Board or, in his absence, the
Vice-Chairman of the Supervisory Board. If both are absent, one of the other
Supervisory Board members, designated by a majority of votes cast by the Supervisory
Board members present and represented at the meeting, shall preside over the
meeting.  17.2The Company Secretary or any other person
designated for such purpose by the chairman of the meeting shall draw up the
minutes of the meeting. The minutes shall contain a summary of the meeting and
an overview of the resolutions taken at the meeting. The minutes shall be
adopted by the Supervisory Board at the same meeting, or the next meeting.  18.Decision-making within the Supervisory
Board  18.1The Supervisory Board members shall
endeavour to achieve that resolutions are, as much as possible, adopted
unanimously.  18.2Each Supervisory Board member has the right
to cast one vote.  18.3Where unanimity cannot be reached and the
law, the Companys articles of association or these By-Laws do not prescribe a
larger majority, all resolutions of the Supervisory Board are adopted by an
absolute majority of the votes cast. In the event of a tie, the Chairman of the
Supervisory Board shall have the deciding vote. At a meeting, the Supervisory
Board may only pass resolutions if the majority of the Supervisory Board
members then in office are present or represented.  18.4In general, resolutions of the Supervisory
Board shall be adopted at a Supervisory Board meeting.  18.5Supervisory Board resolutions may also be
adopted in writing, provided the proposal concerned is submitted to all
Supervisory Board members then in office and none of them objects to this form
of adoption. Adoption of resolutions in writing shall be effected by statements
in writing from all the Supervisory Board members. A statement from a
Supervisory Board member who wishes to abstain from voting on a particular
resolution which is adopted in writing must reflect the fact that he does not
object to this form of adoption.  18.6The Supervisory Board may deviate from the
provisions of clauses 18.3 (last sentence), 18.4 and 18.5 if this is deemed
necessary by the Chairman of the Supervisory Board, considering the urgent
nature and other circumstances of the case, provided that all  21


Supervisory Board members are allowed the
opportunity to participate in the decision-making process. The Chairman of the
Supervisory Board and the Company Secretary shall then prepare a report on a
resolution so adopted that is not in writing, which shall be added to the
documents for the next meeting of the Supervisory Board.  18.7A resolution adopted by the Supervisory
Board may be evidenced outside the Company through a statement from the
Chairman of the Supervisory Board and/or the Company Secretary.  CHAPTER IV OTHER PROVISIONS  19.Conflicts of Interests of Supervisory Board
Members  19.1A Supervisory Board member shall
immediately report any conflict of interest or potential conflict of interest
that is of material significance to the Company and/or to him to the Chairman
or, where the possible conflict of interest exists with the Chairman, the
Vice-Chairman, of the Supervisory Board and shall provide all relevant information,
including information concerning his spouse, registered partner or other life
companion, foster child and relatives by blood or marriage up to the second
degree. The Chairman or, where the possible conflict of interest exists with
the Chairman, the Vice-Chairman, of the Supervisory Board member shall decide
whether a conflict of interest exists.(68)  19.2A conflict of interest exists, in any
event, if the Company intends to enter into a transaction with a legal entity: (i) in
which a Supervisory Board member personally has a material financial interest; (ii) which
has an executive board member who has a relationship under family law with a
Supervisory Board member;(69) or (iii) in which a Supervisory Board member
has a managerial or supervisory position.(70)  19.3A Supervisory Board member shall not take
part in any discussion or decision-making that involves a subject or
transaction in relation to which he has a conflict of interest with the
Company.(71)  
 (68)
  Dutch Corporate Governance Code, best
  practice provision III.6.1.(69)
  A relationship under family law exists
  between a child, its parents and their blood relatives (Section 1:197
  Dutch Civil Code).(70)
  Dutch Corporate Governance Code, best
  practice provision III.6.1 (continued).(71)
  Dutch Corporate Governance Code, best
  practice provision III.6.2.  22


19.4All transactions in which there are
conflicts of interest with Supervisory Board members shall be agreed on terms
that are customary for arms-length transactions in the branch of business in
which the Company and its Subsidiaries operate. Decisions to enter into
transactions in which there are conflicts of interest with Supervisory Board
members that are of material significance to the Company and/or to the relevant
Supervisory Board members require the approval of the Supervisory Board. Such
transactions shall be published in the Annual Report, together with a statement
that a conflict of interest exists and a declaration that the provisions of
clauses 19.1 through 19.4 of these By-Laws have been complied with.(72)  20.Remuneration of Supervisory Board Members  20.1The remuneration of the Supervisory Board
members shall be determined by the General Meeting of Shareholders. The Supervisory
Board shall from time to time submit proposals with respect thereto on its
remuneration to the General Meeting of Shareholders. If a Supervisory Board
member is required to charge VAT on his fees, this will be paid by the Company.  20.2The remuneration of a Supervisory Board
member may not depend on the results of the Company.(73) A Supervisory Board
member shall not be granted any shares and/or rights to shares in the Companys
capital by way of remuneration.(74)  20.3Apart from their remuneration, Supervisory
Board members shall be reimbursed for all reasonable costs and expenses.  20.4The Company and its Subsidiaries shall not
grant personal loans, guarantees or the like to Supervisory Board members.(75)  21.Induction Programme, Ongoing Training and
Education(76)  21.1Upon appointment, a Supervisory Board
member shall follow an induction programme that shall serve to familiarise the
relevant individual with the Company and that may cover such issues as general
financial and legal affairs, financial reporting by the Company, any specific
aspects unique to the Company and its business activities, and the
responsibilities of a Supervisory Board member. The programme shall be
tailor-made taking into account the skills and experience and of the individual
involved as well as his specific requirements.  
 (72)
  Dutch Corporate Governance Code, best
  practice provision III.6.3.(73)
  Dutch Corporate Governance Code,
  Principle III.7.(74)
  Dutch Corporate Governance Code, best
  practice provision III.7.1.(75)
  Dutch Corporate Governance Code,
  best practice provision III.7.4; Article 13(k) of the US Exchange
  Act.(76)
  Dutch Corporate Governance Code, best
  practice provision III.3.3.  23


21.2The Supervisory Board shall conduct an
annual review to identify any aspects with regard to which the Supervisory
Board members require further training or education during their term of
office.  21.3The induction course, training and
education shall be facilitated and paid for by the Company.  22.Other Positions  22.1Supervisory Board members shall limit the
number and nature of their other positions so as to ensure due performance of
their duties as Supervisory Board members. It is the intention of the Supervisory
Board that its members will not hold more than five memberships of supervisory
boards in Dutch listed companies (including the Company). In this connection, a
chairmanship counts twice. Each Supervisory Board member holding more than five
such board memberships shall commit to reducing these board memberships to a
maximum of five. No new Supervisory Board member shall be appointed holding
more than five board memberships as referred to above.  22.2Supervisory Board members must inform the
Chairman of the Supervisory Board and the Company Secretary of their other
positions which may be of importance to the Company or the performance of their
duties before accepting such positions. If the Chairman of the Supervisory
Board determines that there is a risk of a conflict of interest, the matter
shall be discussed by the Supervisory Board in accordance with clause 19 of
these By-Laws. The Company Secretary shall keep a list of the outside positions
concerned of each Supervisory Board member.  23.Holding and Trading Securities  23.1Any shareholding in the Company by
Supervisory Board members is for the purpose of long-term investment.(77)  23.2Supervisory Board members are bound to the
Buhrmann Insider Trading Rules regarding securities of the Company and
other securities referred to in the Buhrmann Insider Trading Rules.  23.3The ownership of and transactions with
securities by Executive Board and Supervisory Board members other than as
referred to in the Buhrmann Insider Trading Rules is governed by regulations
set by the Supervisory Board. These regulations are posted on the Companys
website.(78)  
 (77)
  Dutch Corporate Governance Code, best
  practice provision III.7.2.(78)
  Dutch Corporate Governance Code, best
  practice provision III.7.3.  24


24.Confidentiality  No Supervisory Board member shall, during his
membership of the Supervisory Board or afterwards, disclose in any way
whatsoever to anyone whomsoever any information of a confidential nature
regarding the business of the Company and/or any companies in which it holds a
stake, that came to his knowledge in the capacity of his work for the Company
and which he knows or should know to be of a confidential nature, unless
required by law. A Supervisory Board member is allowed to disclose the above
information to Executive Board members and Supervisory Board members as well as
to staff members of the Company and companies in which the Company holds a
stake who, in view of their activities for the Company and companies in which
the Company holds a stake, should be informed of the information concerned. A
Supervisory Board member shall not in any way whatsoever utilise the
information referred to above for his personal benefit.  25.Miscellaneous  25.1Acceptance
by Supervisory Board members.Anyone who is appointed as a Supervisory Board member
must, upon assuming office, declare in writing to the Company that he accepts
and agrees to the contents of these By-Laws and pledge to the Company that he
will comply with the provisions of these By-Laws.  25.2Amendment.These By-Laws may be amended
by the Supervisory Board at its sole discretion without prior notification.
Prior to amendment of these By-Laws the Executive Board shall be consulted.  25.3Interpretation.In case of uncertainty or
difference of opinion on how a provision of these By-Laws should be
interpreted, the opinion of the Chairman of the Supervisory Board shall be
decisive.  25.4Governing
law and jurisdiction.These By-Laws are governed by the laws of the
Netherlands. The courts of the Netherlands have exclusive jurisdiction to
settle any dispute arising from or in connection with these By-Laws (including
any dispute regarding the existence, validity or termination of these By-Laws).  25.5Complementarity
to Dutch law and articles of association.These By-Laws are complementary to the
provisions governing the Supervisory Board as contained in Dutch law, other
applicable Dutch, EU or foreign regulations and the Companys articles of
association. Where these By-Laws are inconsistent with Dutch law, other
applicable Dutch, EU or foreign rules and regulations or the Companys
articles of association, the latter shall prevail. Where these By-Laws are
consistent with the Companys articles of association but inconsistent with
Dutch law or other applicable Dutch, EU or foreign rules and regulations,
the latter shall prevail.  25


25.6Partial
invalidity.If one or more provisions of these By-Laws are or become invalid, this
shall not affect the validity of the remaining provisions. The Supervisory
Board may replace the invalid provisions by provisions which are valid and the
effect of which, given the contents and purpose of these By-Laws is, to the
greatest extent possible, similar to that of the invalid provisions.  *****  26


ANNEX 1  LIST OF DEFINITIONS  1.In the By-Laws of the
Executive Board and the Supervisory Board, the following terms have the
following meanings:  affiliated companyhas the meaning attributed to
it in Section 1 of the Disclosure of Major Holdings in Listed Companies
Act 1996 (Wet melding zeggenschap in ter beurze genoteerde
vennootschappen 1996).  Annual Accountsmeans the annual accounts of
the Company as referred to in Section 2:101 of the Dutch Civil Code.  Annual Reportmeans the annual report of the
Company drawn up by the Executive Board, as referred to in Section 2:101
of the Dutch Civil Code.  Audit Committeemeans the Committee
designated as such in clause 5 of the By-Laws of the Supervisory Board.  Buhrmann Insider Trading Rulesmeans the insider trading rules of
the Company regarding securities of the Company and other securities referred
to in these insider trading rules.  By-Lawsmeans the By-Laws of the Executive
Board or the By-Laws of the Supervisory Board, depending on the context,
including the annexes belonging thereto.  CEOmeans the Chief Executive
Officer of the Company;  CFOmeans the Chief Financial
Officer of the Company.  CNCG Committeemeans the Compensation,
Nominating and Corporate Governance Committee, designated as such in clause 5
of the By-Laws of the Supervisory Board.  Committeemeans, as regards the
Supervisory Board, each committee of the Supervisory Board as referred to in
clause 5 of the By-Laws of the Supervisory Board.  Companymeans Buhrmann N.V., and,
where appropriate, the subsidiary companies and possible other group companies
of the Company, whose financial information is incorporated in the consolidated
annual accounts of the Company.  Company Secretarymeans
the officer of the Company who operates as the secretary of the Company and as
secretary of the Executive Board and Supervisory Board and who is appointed and
may be dismissed by the Executive Board subject to the approval of the
Supervisory Board.  Disclosure Committeemeans the disclosure
committee appointed by the Executive Board, as referred to in clause 7.2 of the
By-Laws of the Executive Board.  27


Executive Boardmeans the Executive Board of
the Company.  External Auditormeans the accounting and
auditing firm that, in accordance with Section 2:393 of the Dutch Civil
Code, is charged with the audit of the annual accounts of the Company.  Form 20-Fmeans an annual report on Form 20-F
under the US Exchange Act.  General Meeting of Shareholdersmeans the general meeting of
shareholders of the Company.  Group Companyhas the meaning attributed to
it in Section 2:24b of the Dutch Civil Code.  in writingmeans by letter, by telecopier,
by e-mail, or by message which is transmitted via any other current means of
communication and which can be received in written form.  Remuneration Reportmeans the remuneration report
of the Supervisory Board regarding the remuneration policy of the Company as
drawn up by the CNCG Committee of the Supervisory Board.  Strategic Planmeans the strategic policy
and business plan of the Company designed to achieve its operational and
financial objectives as established pursuant to the provisions of the relevant
By-Laws of the Executive Board.  Subsidiaryhas the meaning attributed to
it in Section 2:24a of the Dutch Civil Code.  Supervisory Boardmeans the supervisory board
of the Company.  Supervisory Board Profilemeans the profile for the size
and composition of the Supervisory Board, as designated in clause 1.1 of the
By-Laws of the Supervisory Board.  Supervisory Board Reportmeans the report of the
Supervisory Board to be included in the Annual Report, as designated in clause
9.2 of the By-Laws of the Supervisory Board.  Works Councilmeans the works council of the
Company.  2.Save where the context
dictates otherwise, in the By-Laws of the Executive Board and the Supervisory
Board:  (a)words and expressions
expressed in the singular form also include the plural form, and vice versa;  (b)words and expressions
expressed in the masculine form also include the feminine form; and  28


(c)a reference to a statutory
provision counts as a reference to this statutory provision including all
amendments, additions and replacing legislation that may apply from time to
time.  3.Headings of clauses and other
headings in the By-Laws of the Executive Board and the Supervisory Board are
inserted for ease of reference and do not form part of the By-Laws concerned
for the purpose of interpretation.  29


ANNEX 2  SUPERVISORY BOARD
PROFILE  1.SIZE AND COMPOSITION OF THE
SUPERVISORY BOARD  1.1Notwithstanding clause 1.2 of
the By-Laws of the Supervisory Board, the size of the Supervisory Board must be
such that the Supervisory Board as a whole can perform its duties effectively
and responsibly and that each individual member of the Supervisory Board is
able to make a contribution by his or her specific qualities.  1.2Without prejudice to the
provisions of clause 1.1, the Supervisory Board endeavours to achieve that it
consists of at least four members and no more than ten members.  1.3The Supervisory Board must at
all times be composed so that clause 1.3 of the By-Laws of the Supervisory
Board is complied with as much as possible and that a relationship is created
based on trust, enabling the Supervisory Board to operate as a team.  1.4Without prejudice to the
provisions of clause 1.3, each Supervisory Board member should have the
following qualities:  (a)corporate experience with and
insight into the business of the Company, both national and international, such
that he or she is able to function in a practical way as part of the
Supervisory Board;  (b)an eye for the relationship
between and the importance of the different components of the Companys policy;  (c)the ability, and the time
available, to supervise and stimulate the policy of the Executive Board in a
timely and effective manner and to advise and assist the Executive Board in the
implementation of the policy.  1.5The Supervisory Board should
have at its disposal one or more persons with expertise in one or more of the
following areas:  (a)international developments in
markets and products in a field comparable with that in which the Company
operates or which it is seeking to enter;  (b)financial policy in a
multinational listed company;  (c)organisation, management and
advice of Executive Board members respectively, of complex international
companies;  (d)human resources and industrial
relations;  (e)international/national
developments in government policy and legislation, public affairs and tax;  (f)knowledge of corporate
governance developments;  30


(g)investor relations;  (h)international mergers,
acquisitions and joint ventures.  1.6Several Supervisory Board
members should have qualities, which enable them to chair the Supervisory
Board.  1.7Notwithstanding the provisions
of clauses 1.3(f) and 1.4(a) of the By-Laws of the Supervisory Board,
no more than one former Executive Board member should be a Supervisory Board
member at the same time.  2.MISCELLANEOUS  2.1The Supervisory Board shall
discus at least once a year, without the Executive Board being present, the
composition and competence of the Supervisory Board. These deliberations will
be mentioned in the annual Supervisory Board report.(79)  2.2Each change to the Supervisory
Board Profile will be discussed at the General Meeting of Shareholders and with
the Works Council.(80)  2.3This Supervisory Board Profile
must be taken into account on each (re)appointment of Supervisory Board
members.(81)  2.4This Supervisory Board Profile
shall be made available for public inspection at the offices of the Company and
is posted on the Companys website.(82)  -0-0-0-0-0-0-  
 (79)Dutch Corporate Governance
Code, best practice provision III.1.7. (80)Section 2:158 Dutch Civil
Code. (81)Dutch Corporate Governance
Code, Principle III.3. (82)Dutch Corporate Governance
Code, best practice provision III.3.1.  31


ANNEX 3  ROTATION PLAN
SUPERVISORY BOARD  Name
  
  First
  appointed on
  (date)
  
  Re-appointed
  in (year)
  
  3 terms of 4
  years expire in
  (year):
  
  To be re-
  appointed in
  (year):R.F. van den Bergh
  
  31/10/2006
  
  n.a
  
  2018
  
  2010G.
  Izeboud
  
  14 April 2005
  
  n.a.
  
  2017
  
  2009F.L.V. Meysman (Chairman)
  
  13/04/2006
  
  n.a.
  
  2018
  
  2010B.J.
  Noteboom
  
  14/04/2005
  
  n.a.
  
  2017
  
  2009J. Peelen (Vice-Chairman)
  
  1/12/1999
  
  2006
  
  2011
  
  2010T. de
  Swaan
  
  31/10/2006
  
  n.a.
  
  2018
  
  2010  32


ANNEX 4  LIST OF INFORMATION TO
BE INCLUDED IN THE SUPERVISORY BOARD REPORT  The
Supervisory Board Report shall in any case contain the following information:  (1)a reference to the discussions
on the corporate strategy and business risks, and the result of the assessment
by the Executive Board of the structure and operation of the internal risk
management and control systems, as well as any significant changes thereto,
which were held by the Supervisory Board in the year under review;(83)  (2)a schedule indicating the
attendance or absence by each Supervisory Board member and each member of a
Committee with respect to all meetings of the Supervisory Board or of the
Committees in the reporting year;(84)  (3)a statement as to whether in
the opinion of the Supervisory Board clause 1.3(f) of the By-Laws of the
Supervisory Board has been satisfied and which member(s) of the
Supervisory Board, if present, should not be deemed independent;(85)  (4)a reference to the discussions
described in clause 8.3 of the By-Laws of the Supervisory Board;(86)  (5)for each Committee: a report
on how it has performed its duties;(87) details of its composition, number of
meetings and the main issues discussed;(88)  (6)the following information on
each Supervisory Board member:(89) (i) age ; (ii) nationality; (iii) date
of initial appointment and term of appointment; (iv) current and former
positions in the Company; (v) service on Committees (vi) chief
position; (vii) other positions, to the extent relevant for the
performance of his duties as member of the Supervisory Board; (viii) securities
held in the Company; (ix) details of agreements under which benefits are
derived on termination of membership of the Supervisory Board or any other
position at the Company; (x) gender; (xi) profession; and  (7)the principal points of the
Remuneration Report.(90)  -0-0-0-0-0-0-  
 (83)Dutch Corporate Governance Code, best
practice provision III.1.8. See also clause 7.3 of these By-Laws. (84)Dutch Corporate Governance Code, best
practice provision III.1.5. See also clause 16.3 of these By-Laws. (85)Dutch Corporate Governance Code, best
practice provision III.2.3. See also footnote 9 and clause 1.6 of these
By-Laws. (86)Dutch Corporate Governance Code, best
practice provision III.1.7. (87)Dutch Corporate Governance Code, Principle
III.5. See also clause 3.2 of these By-Laws. (88)Dutch Corporate Governance Code, best
practice provision III.5.2. See also clause 3.2 of these By-Laws. (89)Dutch Corporate Governance Code, best
practice provision III.1.3., Form 20-F requirements. (90)Dutch Corporate Governance Code, II.2 (2nd Principle). See also
clause 12.1 of these By-Laws.  33


ANNEX 5  INFORMATION TO BE
INCLUDED IN THE REMUNERATION REPORT  The
Remuneration Report shall contain an account of the manner in which the
remuneration policy has been implemented in the past financial year, as well as
an overview of the remuneration policy planned by the Supervisory Board for the
next financial year and subsequent years. The overview shall in any event
contain the following information:(91)  (a)a statement of the relative
importance of the variable and non-variable remuneration components and an
explanation of this ratio;  (b)an explanation of any absolute
change in the non-variable remuneration component;  (c)if applicable, the composition
of the group of companies (peer group) whose remuneration policy determines in
part the level and composition of the remuneration of the Executive Board
members;  (d)a summary and explanation of
the Companys policy with regard to the term of the contracts with Executive
Board members, the applicable periods of notice and redundancy schemes and an
explanation of the extent to which best practice provision II.2.7 is endorsed;  (e)a description of the
performance criteria on which any right of the Executive Board members to
options, shares or other variable remuneration components is dependent;  (f)an explanation of the chosen
performance criteria;  (g)a summary of the methods that
will be applied in order to determine whether the performance criteria have
been fulfilled and an explanation of the choice of these methods;  (h)if performance criteria are
based on a comparison with external factors, a summary should be given of the
factors that will be used to make the comparison; if one of the factors relates
to the performance of one or more companies (peer group) or of an index, it
should be stated which companies or which index has been chosen as the
yardstick for comparison;  (i)a description and explanation
of each proposed change to the conditions on which an Executive Board member
can acquire rights to options, shares or other variable remuneration
components;  (j)if any right of an Executive
Board member to options, shares or other variable remuneration components is
not performance-related, an explanation of why this is the case;  (k)current pension schemes and
the related financing costs; and  
 (91)Dutch Corporate Governance Code, best practice
provision II.2.10.  34


(l)agreed arrangements for the
early retirement of Executive Board members.  -0-0-0-0-0-0  35