**Exhibit1.1**

 

 

 

**ARTICLESOF ASSOCIATION OF**

 

 

**BuhrmannN.V.**

 

**withofficial seat in Maastricht**

 

**4July 2002**

 

 

Office translation of thecomplete text of the Articles of Association of Buhrmann N.V., with itsofficial seat in Maastricht, as they read after the deed of amendment executedon 4 July 2002 before G.W.Ch. Visser, civil law notary in Amsterdam, inrespect of which a ministerial Statement of No Objections was granted on 4 June2002, under number NV 2293.

 

In preparing the attacheddocument, an attempt has been made to translate as literally as possiblewithout jeopardizing the overall continuity of the text. Inevitably, however,differences may occur in translation, and if they do, the Dutch text willgovern by law.

 

In the attached document,Dutch legal concepts are expressed in English terms and not in their originalDutch terms; the concepts concerned may not be identical to concepts describedby the English terms as such terms may be understood under the laws of otherjurisdictions.

 

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CHAPTER I.

Definitions.

Article 1.

In these articles of association the following expressions shall havethe following meanings:

a.                            the general meeting: the body of the companyformed by shareholders and other persons entitled to vote;

b.                           the general meeting of shareholders: themeeting of shareholders and other persons entitled to attend the generalmeetings;

c.                            depository receipts: depository receipts ofshares in the company. Unless the contrary is evident, depository receipts notissued with the cooperation of the company are included therein;

d.                           holders of depository receipts: holders ofdepository receipts of preference shares A issued with the cooperation of thecompany. Unless the contrary is evident, those persons who, as a result of alife interest or pledge created in shares, have the rights granted by the lawto holders of depository receipts of shares issued with the cooperation of acompany are included therein;

e.                            trust office: the trust office which has beendesignated by the executive board with the approval of the supervisory boardfor the purpose of issuing depository receipts of preference shares A in thecompany;

f.                              the distributable part of the capital andreserves: that part of the company’s capital and reserves which exceeds theaggregate of the part of the capital which has been paid-up and called and thereserves which must be maintained by virtue of the law;

g.                           accountant: a “registeraccountant” or otheraccountant referred to in article 393, Book 2 of the Civil Code, as well as anorganisation within which such accountants practice;

h.                           the annual meeting: the general meeting ofshareholders held for the purpose of discussion and adoption of the annualaccounts;

i.                               subsidiary:

•                                a legal entity in which the companyor one or more of its subsidiaries, whether or not by virtue of agreement withother persons who can cast votes, can exercise alone or together more than halfof the voting rights in the general meeting of members or shareholders of thatlegal entity;

•                                a legal entity in respect of whichthe company or one or more of its subsidiaries is a member or shareholder and,whether or not by virtue of agreement with other persons who can cast votes,alone or together, can appoint or dismiss more than half the management ormembers of the supervisory board, also in the event all the persons who cancast votes, vote.

A company trading under its own name shall beregarded as a subsidiary, where the company or one or more subsidiaries aspartner is fully liable to creditors for debts;

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

j.                               group company: a legal entity or company withwhich the company is, in the meaning of article 24b, Book 2 of the Civil Code,joint in a group;

k.                            dependent company:

•                                a legal entity in respect of whichthe company or one or more dependent companies, solely or jointly and for itsor their own account, contribute(s) at least one-half of the issued capital;

•                                a partnership, a (business)undertaking of which is registered in the trade register and for which thecompany or a dependent company is fully liable as a partner towards thirdparties for all liabilities;

l.                               Official Price List: the Official Price List ofEuronext Amsterdam N.V. or an official publication replacing it;

m.                         Rules relating to Securities(“Fondsenreglement”): the Rules relating to Securities of Euronext AmsterdamN.V.

n.                           the First C shares Issuance Resolution: theresolution of the executive board of the company dated 25 October 1999 pursuantto which preference shares C have been issued and additional preference sharesC will be issued in accordance with the terms and conditions set forth therein;

o.                           the First C shares Issue Date: the first issuedate of preference shares C pursuant to the First C shares Issuance Resolution.

 

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p.                           Change of Control:

(i)                           any reorganization, merger,consolidation or sale of securities issued by the company resulting in a changein direct and indirect legal or beneficial ownership or the economic interestof more than 50% of the total voting rights of the outstanding shares of thecompany from that existing immediately prior to such reorganization, merger, consolidationor sale;

(ii)                        any sale, transfer or other dispositionof all or substantially all of the assets of the company (other than to anysubsidiary or subsidiaries of the company);

(iii)                     any reorganization, merger,consolidation or sale of securities of any subsidiary of the company thatdirectly or indirectly holds the U.S. Office Products business of the company(a “U.S. Office Products Company”) that results in the company owning, directlyand indirectly, less than 51% of the voting rights of the outstandingsecurities of any U.S. Office Products Company;

(iv)                    any sale, transfer or otherdisposition of assets of any U.S. Office Products Company that results in thedirect and indirect economic or beneficial ownership by the company or thedirect or indirect interest being less than the greater of (x) 51% of the totalassets of all U.S. Office Products Companies on the day after the firstissuance of the class C preference shares or (y) 51% of the combined assets ofall U.S. Office Products Companies immediately preceding the date of such sale,transfer or other disposition; and

(v)                       the approval by the general meetingof a complete liquidation or dissolution of the company;

q.                           Necigef: Nederlands Centraal Instituut voorGiraal Effectenverkeer B.V.: the Netherlands central securities depository(centraal instituut) as referred to in the Securities Bank Giro Transfer Act(Wet giraal effectenverkeer);

r.                              Necigef-beneficiary: in respect of ordinaryshares, a participant (deelgenoot) in the collective deposit (verzameldepot) ofordinary shares of a Necigef-participant, all within the meaning of theSecurities Bank Giro Transfer Act;

s.                            Necigef-participant: an institution which is anassociated institution (aangesloten instelling) within the meaning of theSecurities Bank Giro Transfer Act;

t.                              Necigef Global Certificate: the one singleshare certificate representing all bearer ordinary shares in issue from time totime referred to in article 5, paragraph 2, of these articles of association.

 

CHAPTER II.

Name, seat, objects.

Article 2. Name and seat.

1.                            The name of the company is:

Buhrmann N.V..

2.                            The official seat of the company is inMaastricht.

 

Article 3. Objects.

The objects of the company areto participate in, to manage, to finance and to render services to othercompanies or enterprises, in particular those companies which operate in thefield of the distribution of graphic and office systems, graphic paper andoffice products, for its own account or for the account of third parties, themanufacturing, processing of and trading of all kinds of paper, cardboard,packing materials, packing and related materials and, in general, to conductall activities which, in the widest sense, are connected with or conducive tothe attainment of the objects set out hereinabove.

 

CHAPTER III.

Capital and shares. Registers.

Article 4. Authorized capital.Types of shares.

1.                            The authorized capital amounts to seven hundredand thirty-two million euros (EUR 732,000,000.—).

2.                            It is divided into shares of one euro andtwenty eurocents (EUR 1.20) each, being:

•                                two hundred and fifty million(250,000,000) ordinary shares;

•                                fifty-four million nine hundredforty thousand (54,940,000) preference shares A;

•                                three hundred and five million(305,000,000) preference shares B; and

•                                sixty thousand (60,000) preferenceshares C.

 

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3.                            The ordinary shares may, at the choice of the shareholder, beregistered shares or bearer shares. The preference shares A and B shall beregistered shares. The preference shares C may, at the choice of the shareholderbut subject to the approval of the executive board, be registered shares orbearer shares, provided that the above mentioned approval requirement will onlyapply as long as no listing on the Euronext Amsterdam Stock Exchange for thepreference shares C has been obtained.

4.                            Wherever the articles of association refer toshares or shareholders, all four classes of shares mentioned in paragraph 2shall be understood to be referred to as well as the holders thereof, unlessthe contrary is evident. Wherever the articles of association refer topreference shares, all three classes of preference shares mentioned inparagraph 2 shall be understood to be referred to.

5.                            The company shall not lend its co-operation tothe issue of depository receipts of its preference shares B. The company may,duly observing the provision in article 22 paragraph 1, opening lines and subb., lend its co-operation to the issue of depository receipts of its ordinaryshares and its preference shares A and C.

 

Article 5. Bearer ordinary shares:Necigef Global Certificate.

1.                            On the occasion of the issuance of ordinaryshares any person entitled to receive such share may submit a written requestto the company for a registered ordinary share. Without such request, theperson entitled to such share shall obtain a bearer ordinary share inconformity with the provisions of this article 5.

2.                            All bearer ordinary shares in issue from timeto time shall be represented by one single share certificate (the “NecigefGlobal Certificate”).

3.                            The company shall have the Necigef GlobalCertificate kept in safe custody by Necigef for the benefit of theNecigef-beneficiaries.

4.                            The company shall confer a right to a bearerordinary share on a person by (i) having Necigef enable the company to add anordinary share to the Necigef Global Certificate, and (ii) by the entitledperson designating a Necigef-participant that will accordingly credit him asNecigef-beneficiary in this Necigef-participant’s collective deposit of ordinaryshares in the company.

5.                            Without prejudice to the provisions in article42, paragraph 4, of these Articles of Association, Necigef shall be irrevocablycharged with the management of the Necigef Global Certificate and beirrevocably authorised on behalf of the Necigef-beneficiaries to perform allacts in respect of the shares concerned, including acceptance and delivery andlending cooperation in the crediting and debiting of the Necigef GlobalCertificate.

6.                            No individual bearer ordinary share shall behanded over.

7.                            A Necigef-beneficiary may at any time requirethe conversion of one or more bearer ordinary shares up to the maximum numberhe is entitled to into registered ordinary shares. Such conversion of one ormore ordinary shares is only allowed to the maximum number for which he isNecigef-participant and shall require (i) the transfer by deed of the sharesconcerned by Necigef to the Necigef-beneficiary, (ii) the company acknowledgingthe transfer of the shares concerned, (iii) Necigef enabling the company tohave the ordinary shares debited from the Necigef Global Certificate, (iv) theNecigef-participant concerned debiting the Necigef-beneficiary accordingly as aparticipant in its collective deposit of ordinary shares in the company and (v)the company effecting the entry of the Necigef-beneficiary’s name in thecompany’s register of shareholders as holder of the registered ordinary sharesconcerned.

8.                            A holder of registered ordinary shares may atany time require the conversion of such ordinary shares into bearer ordinary shares.Conversion of one or more registered ordinary shares shall require (i) thetransfer of the shares concerned by the shareholder to Necigef, (ii) thecompany acknowledging the transfer of the shares concerned, (iii) Necigefenabling the company to have the ordinary shares credited to the Necigef GlobalCertificate, (iv) the Necigef-participant crediting the shareholder accordinglyas Necigef-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.                            For the purpose of application of theprovisions of these Articles of Association, shareholders shall be understoodto include Necigef-beneficiaries.

10.                      In the event of the damage, destruction or lossof share certificates, the executive board may issue duplicates. The issue of aduplicate shall render the original document worthless vis-à-vis the company.The new document shall clearly state that it is a duplicate.

 

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Article 6.

*Has been deleted.*

 

Article 7.

*Has been deleted.*

 

Article 8. Certificates ofbearer preference shares C.

The provisions of article 5equally apply to preference shares C, the terms “ordinary registered shares”and “ordinary bearer shares” being read as “registered preference shares C” and“bearer preference shares C”, respectively, provided that until listing of thepreference shares C on the Euronext Amsterdam Stock Exchange has been obtainedthe executive board will determine the form in which bearer preference shares Cwill be issued and provided further that until such listing has been obtainedArticle 5 will not apply to bearer preference shares C and that at theshareholders’s request bearer preference shares C may be converted intoregistered preference shares C and vice versa.

 

Article 9. Registers ofshareholders.

1.                            Of preference shares A and B no certificateswill be issued.

2.                            The executive board shall keep a registercontaining the names and addresses of all holders of ordinary registered sharesand of all holders of preference shares A and registered preference shares C.

3.                            The executive board shall also keep a separateregister containing the names and addresses of all holders of preference sharesB.

4.                            In each register shall be recorded the date onwhich the shares are acquired by the shareholder, the date of acknowledgementor official service and the amount paid on each share.

5.                            Every holder of one or more registered sharesand everyone having a life interest or a right of pledge over one or more suchshares shall be obliged to provide the company in writing with their address.

6.                            All entries and notes in a register shall besigned by two members of the executive board or by a person authorized theretoin accordance with the provisions of article 21 paragraph 2.

7.                            Article 85, Book 2 of the Civil Code alsoapplies to the registers.

8.                            Extracts from a register are not marketable.

 

CHAPTER IV.

Issuance of shares.

Article 10. Body competent toissue shares.

1.                            Shares are issued pursuant to a resolutionadopted by the general meeting. The provision in the preceding sentence is notapplicable if and insofar as another body of the company has been designated bythe articles of association or by a resolution adopted by the general meetingfor a period of five years maximum. When a designation is made, it must bedetermined how many shares may be issued. A designation made by the articles ofassociation may be withdrawn pursuant to an amendment to the articles of association.A designation made by a resolution adopted by the general meeting cannot bewithdrawn, unless it was determined otherwise when the designation was made.

2.                            A resolution by the general meeting to issue sharesor to designate another body competent to issue shares may only be adopted on aproposal of the executive board that has been approved by the supervisoryboard.

A resolution of thegeneral meeting or any other corporate body to issue preference shares C, otherthan the First C shares Issuance Resolution, is subject to the approval of themeeting of holders of preference shares C. This meeting can only resolve toapprove the issuance with 90% of the votes cast.

3.                            Issue of preference shares B pursuant to adecision of a body other than the general meeting, as a result of which thetotal amount of preference shares B issued would exceed one hundred per cent(100%) of the total amount of ordinary shares, preference shares A andpreference shares C issued, shall only be effected after prior approval by thegeneral meeting to be granted for each specific case.

4.                            If preference shares B are issued pursuant to adecision of a body other than the general meeting, as a result of which thetotal amount of preference shares B issued would not exceed one hundred percent (100%) of the total amount of ordinary shares, preference shares A andpreference shares C issued, a general meeting of shareholders shall be convenedand held within four weeks from the day of issue, at which the reasons for theissue are explained.

 

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If the number ofpreference shares A that are or at any time were held by the trust officeequals seventy per cent (70%) or more of the share capital issued in the formof ordinary shares, preference shares A and preference shares C, issue ofpreference shares B by a body other than the general meeting of shareholdersshall only be effected up to an amount of preference shares B not exceedingfifty per cent (50%) of the joint total amount of ordinary shares, preferenceshares A and preference shares C issued.

5.                            The provisions in paragraphs 1 up to andincluding 4 shall be analogously applicable to granting rights to take upshares, but shall not be applicable to issuing shares to a person exercising aright to take up shares previously granted.

6.                            If preference shares B are issued pursuant to aresolution adopted by a body other than the general meeting, a general meetingof shareholders shall be convened which shall be held two years at the latestfrom the day on which preference shares B were issued for the first timepursuant to a resolution adopted by a body other than the general meeting. Theagenda for this meeting shall mention a resolution concerning the acquisitionby the company or cancellation of the preference shares B issued pursuant to aresolution adopted by a body other than the general meeting. If the resolutionto be adopted under this agenda item does not purport the acquisition by the companyor cancellation of the preference shares B issued pursuant to a resolutionadopted by a body other than the general meeting, a general meeting shall beconvened and held each time within two years from the date of the precedingmeeting and the agenda for those meetings shall include a resolution concerningacquisition by the company or cancellation of the preference shares B issuedpursuant to a resolution adopted by a body other than the general meeting. Thisuntil no more preference shares B issued pursuant to a resolution adopted by abody other than the general meeting are held by third parties.

7.                            Article 96, Book 2 of the Civil Code alsoapplies to the issue of shares and the granting of rights to take up shares.

 

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

1.                            The price and further conditions of issue shallbe determined at the same time as the resolution to issue shares. The issueprice may be no lower than par, without prejudice to the provisions of article80 paragraph 2, Book 2 of the Civil Code.

2.                            Upon the issue of ordinary shares, every holderof ordinary shares shall have a preferential right in accordance with article96a, Book 2 of the Civil Code. The same applies to the granting of rights forthe taking up of ordinary shares, including the issuance of preference shares Cconvertible into ordinary shares.

3.                            The preferential right may be limited orexcluded pursuant to a resolution adopted by the general meeting. The provisionin the preceding sentence shall not be applicable if and insofar as the otherbody of the company designated pursuant to article 10 paragraph 1 by thearticles of association or a resolution adopted by the general meeting for afixed period of five years maximum has been designated as being competent tolimit or exclude the preferential right. The competence of the other body ofthe company shall terminate at the time when the competence of this other bodyof the company to issue shares terminates. Paragraphs 1 and 2 of article 10shall be analogously applicable.

4.                            Articles 96a and 97, Book 2 of the Civil Codealso apply to the conditions of issue and to the preferential right.

 

Article 12. Payment for shares.

1.                            Upon the taking up of each ordinary share, eachpreference share A and each preference share C, the total par value shall bepaid together with, if the share is taken up at a higher price, the differencebetween these amounts, without prejudice to the provisions in article 80paragraph 2, Book 2 of the Civil Code.

2.                            In taking up each preference share B, at leasta quarter of the par value shall be paid.

3.                            Further payments on preference shares B shallbe made only after the company has called up such payments. The calling in offurther payments shall be effected pursuant to a decision of the executiveboard. Such decision shall be subject to the approval of the supervisory board.

4.                            Payments on preference shares may only be madein money.

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

 

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5.                            The executive board shall be authorized toenter into legal transactions concerning non-monetary payments on ordinaryshares, and the other legal transactions referred to in article 94, Book 2 ofthe Civil Code, without the prior approval of the general meeting.

6.                            Articles 80, 80a, 80b and 94b, Book 2 of theCivil Code also apply to payments on shares and non-monetary contributions.

7.                            For preference shares A and preference sharesC, separate share premium reserves shall be held, to be indicated as sharepremium reserve A and share premium reserve C respectively. Amounts are bookedto these share premium reserves which are paid as premiums on the preferenceshares of the respective class. No amount can be written off from the sharepremium reserve A and/or the share premium reserve C and no distribution can bemade out of those share premium reserves, without prejudice to the provisionsof article 14 paragraphs 2 sub b and c and article 34 paragraph 3 under b.

 

CHAPTER V.

Own shares and depositoryreceipts thereof.

Article 13.

1.                            The company shall be entitled to acquire itsown fully paid-up shares or the depository receipts in respect thereof,provided either no valuable consideration is given or provided that:

a.                             the distributable part of thecapital and reserves is at least equal to the purchase price; and

b.                            the nominal value of the shares orthe depository receipts in respect thereof which the company acquires, holds orholds in pledge or which are held by a subsidiary does not exceed one tenth ofthe issued capital.

2.                            The company may acquire own shares ordepository receipts thereof in order to transfer them, in pursuance of aregulation relating thereto, to staff employed by the company or by a group company.

3.                            The acquisition or alienation of own sharesshall take place pursuant to a decision of the executive board. Such a decisionshall be subject to the approval of the supervisory board, without prejudice tothe provisions of article 98 paragraph 4, Book 2 of the Civil Code.

4.                            Articles 89a, 95, 98, 98a, 98b, 98c, 98d and118, Book 2 of the Civil Code also apply to own shares or depository receiptsthereof.

 

CHAPTER VI.

Capital reduction.

Article 14.

1.                            The general meeting may decide to reduce theissued capital, but only at the proposal of the executive board with theapproval of the supervisory board:

a.                             by cancelling shares; or

b.                            by reducing the amount of the sharesby alteration of the articles of association.

2.                            a.                           A resolution to cancel shares mayonly be adopted for:

(i)                          shares which the company holds itself or forwhich it holds the depository receipts; or

(ii)                       all preference shares of a certain class or allordinary shares, but exclusively provided in all cases that such cancellationis effected in accordance with this article and that the holders of therelevant class of shares will receive the payments provided for in this article14 paragraph 2. If, after total cancellation of one or more classes of shares,only one class of issued shares remains, the remaining class shall no longer besubject to cancellation.

b.                          In the event of cancellation of all preferenceshares A, without prejudice to any provision of the law on the subject, on eachpreference share A the following shall be paid:

(i)                          an amount equal to the yield basis A referredto in article 33 paragraph 1 sub a, to the greatest extent possible as arepayment of the nominal amount paid on those shares and for the remainder, tothe greatest extent possible, at the expense of the share premium reserve Aand, if this reserve does not suffice, at the expense of the otherdistributable parts of the capital and reserves, excluding the share premiumreserve C plus,

(ii)                       the sum of (x) an amount equal to any unpaiddividend, whether declared or not, on the preference shares A in respect of anyclosed financial year, which amount shall be calculated in accordance with theprovisions of article 33, paragraph 1, increased by the interest as referred toin that article, if applicable, to be calculated over the period

 

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ending on the dateon which the dividend shall 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 dividend shall becomepayable. If, in accordance with the foregoing, the entire amount of the sharepremium reserve A is not paid, the remainder of the share premium reserve Ashall be written off in favour of a general share premium reserve.

c.                           In the event of cancellation of all preferenceshares C, including but not limited to cancellation upon the expiry of thetwelve year period referred to in article 34 paragraph 4 sub c (i), and exceptto the extent otherwise provided in these articles, and without prejudice toany provision of law on each preference share C outstanding with third partieson the Effective Date (as defined in sub paragraph f. (B) below) the followingshall be paid:

(i)                          an amount equal to the yield basis C referredto in article 33 paragraph 1 sub a, to the greatest extent possible as arepayment of the nominal amount paid on those shares and for the remainder, tothe greatest extent possible, at the expense of the share premium reserve C inaccordance with subparagraph f. below and, if this reserve does not suffice, atthe expense of the other distributable parts of the capital and reserves, excludingthe share premium reserve A plus

(ii)                       the sum of (x) an amount equal to any unpaiddividend, whether declared or not, on the preference shares C in respect of anyclosed financial year, which amount shall be calculated in accordance with theprovisions of article 33, paragraph 1, increased by the interest as referred toin that article, if applicable, to be calculated over the period ending on thedate on which the Redemption Sum (as defined hereinafter) shall become payable,and (y) an amount equal to the dividend on the preference shares C in respectof the current financial year, which amount shall be calculated in accordancewith the provisions of article 33, paragraph 1, to be calculated proportionallyover the elapsed portion of that financial year ending on the date on which theRedemption Sum (as defined hereinafter) shall become payable,

the sum of (i) and (ii) above hereinafter called:“Redemption Sum”, except that:

A.                     if at any time following the fourthanniversary of the First C shares Issue Date,

(i)                          the closing share price on theEuronext Amsterdam Stock Exchange (or any successor thereto on which theordinary shares are listed or quoted) of one ordinary share equals or exceeds150% of the then prevailing Conversion Price (as hereinafter defined) for aperiod of at least 30 consecutive trading days, and

(ii)                       the company has issued a RedemptionNotice (as defined in sub paragraph f. (B) below) within 6 months of the expiryof the above mentioned 30 trading days period, and

(iii)                    the company has obtained a listingof its ordinary shares or American Depository receipts representing itsordinary shares on a United States national stock exchange or similar UnitedStates stock market, and

(iv)                   the issued and with third partiesoutstanding preference shares C have not been converted into ordinary shares inconformity with article 34, paragraph 4, and

(v)                      the preference shares C arecancelled pursuant to the right retained for this purpose in the First C sharesIssuance Resolution,

there shall be paid on each preference share Cwith third parties outstanding on the Effective Date (as defined in subparagraph f. below)

(i)                          an amount equal to 105,5% of theRedemption Sum in case such cancellation takes place after the fourthanniversary, but not later than on the day of the fifth anniversary of theFirst C shares Issue Date,

(ii)                       an amount equal to 102,75 % of theRedemption Sum in case such cancellation takes place after the fifth anniversary,but not later than on the day of the sixth anniversary of the First C sharesIssue Date,

 

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(iii)                    an amount equal to the RedemptionSum in case such cancellation takes place after the sixth anniversary of theFirst C shares Issue Date;

or,

B.                           in case the meeting of holders ofpreference shares C request the cancellation of the preference shares C upon aChange of Control, and the company elects to follow such request prior to theexpiry of the twelve year period referred to in article 34 paragraph 4 sub c(i), there shall be paid on each preference share C outstanding with thirdparties on the Effective Date (as defined in sub paragraph f. below) an amountequal to 101% of the Redemption Sum;

d.                            Subject to paragraph e. below, 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.

e.                             A resolution of the general meetingto cancel, partially repay or repurchase any shares other than the cancellationof

(i)                          preference shares B, or

(ii)                       preference shares C in case of cancellation asreferred to in article 14 paragraph 2 sub c. sub clauses A and B, and subjectto the fulfilment of the conditions set forth therein, or

(iii)                    preference shares C on the twelfth anniversary of theFirst C shares Issue Date is subject to the approval of the meeting of holdersof preference shares C.

This meeting of holders of preference shares Ccan only resolve to approve the cancellation with 90% of the votes cast.

A resolution to cancel, partially repay orrepurchase preference shares A may not be validly adopted unless it issimultaneously resolved that at the request of the meeting of holders ofpreference shares C, subject to a 90% vote, the preference shares C, or aproportional part thereof, will equally be cancelled, partially repaid or repurchased,as the case may be. If any such request is made by the meeting of holders ofpreference shares C, (re)payment to the holders of preference shares A and Cwill be effected simultaneously. The company will procure that a meeting of themeeting of the holders of preference shares C will be held within 20 days ofthe date on which it was resolved to cancel, partially repay or cancel thepreference shares A.

f.                               A resolution to cancel all issuedand outstanding preference shares C with third parties (a “C sharesCancellation Resolution”) shall, without prejudice to article 2:100 of theDutch Civil Code, only become effective:

(A)                   after an amendment to these articlesof association shall have been effected providing for a conversion of the sharepremium reserve C into nominal share capital, by means of an increase in anamount equal to which any preference share C shall be entitled to the sharepremium reserve C in the equivalent Dutch guilder amount of United Statesdollars at the average of the Dollar/Guilder exchange rate as published by ABNAMRO Bank N.V. at the close of business in Amsterdam on each of the 10 businessdays prior to the above mentioned amendment of these articles of association,upon which conversion the preference shares C with such increased nominal valueshall be deemed to be the object of such C shares Cancellation Resolution andconsequently the cancellation of the preference shares C shall, up to theamount of the premium reserve C immediately prior to the Effective Date (asdefined subparagraph B. below), take the form of a repayment of nominal sharecapital; and, moreover,

(B)                     after each of the following periodshave expired

(a)                        15 business days following the dateof the issuance of a notice by the company (a “Redemption Notice”)  to the holders of preference shares Ccontaining (i) the offer to repurchase the preference shares C against paymentof the applicable Redemption Sum and (ii) the notice that any preference shareC not tendered within 10 business days in response to the above mentionedrepurchase offer, will be cancelled; and

(b)                       5 business days following the dateof the confirmation by the company to the holders of preference shares C (the“Confirmation”) of the purchase of the

 

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preference shares C which have been tendered inresponse to the company’s offer to repurchase the preference shares C ascontained in the Redemption Notice (the “Effective Date”).

Consequently, a C shares CancellationResolution shall apply to all of the issued preference shares C outstanding onthe Effective Date.

The Redemption Notice and the Confirmationshall be given by registered mail or, in addition, if any of the preferenceshares C are bearer shares, by means of a public announcement in at least onecountry wide circulated newspaper in the Netherlands.

As from the date on which the Redemption Noticeis issued until the Effective Date, the holders of preference shares C willstill have the opportunity to exercise the conversion right as included inarticle 34 paragraph 4 hereof.

g.                            The Redemption Sum shall be paid inUnited States dollars at the exchange rate as defined in sub paragraph (f) (A)above, within 5 business days of the cancellation becoming effective inaccordance with article 2:100 of the Dutch Civil Code and, in the event of arepurchase of shares, within 5 business days after the Effective Date. In theevent that the Redemption Sum is not so paid, the company shall, simultaneouslywith the delayed payment of such Redemption Sum, pay in addition to the holdersof such preference shares C an amount equal to the interest on such RedemptionSum in respect of each day such Redemption Sum is not paid by the company,calculated at an annual rate of 5,5%. Article 33 paragraph 1 sub d. shall applymutatis mutandis to such interest rate.

3.                            Partial repayments on shares or exemption fromthe obligation to pay calls is only possible in order to implement a decisionto reduce the amount of the shares.

Such repayments or such an exemption shall takeplace:

a.                             with regard to all shares; or

b.                            with regard to either the preferenceshares of a certain class or the ordinary shares.

A resolution of the general meeting to reducethe amount of the shares of one or more classes shall only be passed in case ofsimultaneous or prior approving resolutions of the meetings of holders ofshares of the classes concerned severally.

4.                            The provisions of articles 99 and 100, Book 2of the Civil Code also apply to capital reduction.

 

CHAPTER VII.

Transfer and delivery of shares. Limited rights.

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

1.                            Preference shares A may be transferred only tonatural persons.

2.                            Without prejudice to the provision in thepreceding paragraph, transfer of preference shares A shall not be possible ifthe acquirer is the holder of a nominal amount of preference shares A togetherequal to one per cent (1%) or more of the capital issued in the form ofpreference shares A. If the acquirer is not a holder of preference shares A oris the holder of a nominal amount of preference shares A equal to less than oneper cent (1%) of the capital issued in the form of preference shares A,transfer shall not be possible insofar as he would thereby acquire more thanone per cent (1%) of the capital issued in the form of preference shares A. Forthe application of the provisions in this article, holding preference shares Aor acquiring preference shares A shall be understood to include holding oracquiring voting rights, whether or not by the establishment of a lifeinterest, the acquisition or holding of preference shares A by a third partyfor the account of a person and entering into or being a party to an agreementwith a third party who has the right to vote, which agreement provides for apermanent joint policy in respect of exercising the right to vote, all asreferred to in articles 4 and 5 of the Wet Melding Zeggenschap in ter beurzegenoteerde vennootschappen 1996 (Notification of control in companies quoted onthe stock exchange Act). For calculating the said percentage of one per cent(1%), the preference shares A which are allocated to a person as holder oracquirer pursuant to the preceding sentence shall be included.

3.                            For the application of the provisions in thetwo preceding paragraphs of this article, acquisition of preference shares A inan issue of preference shares A or in a payment in preference shares A is puton a par with transfer; for determining the size of the capital issued in theform of preference shares A, the shares to be issued or to be used in paymentare included in the calculation. In deviation from what

 

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has been provided hereinbefore in this paragraph, ashareholder who is a legal entity or who is the holder of one per cent (1%) ormore of the capital issued in the form of preference shares A, may acquirepreference shares A in an issue or in a payment in preference shares A, howeverup to such maximum percentage of the nominal amount by which the capital issuedin the form of preference shares A is increased by the issue or payment asbeing equal to the percentage of the capital issued in the form of preferenceshares A held by that shareholder prior to the issue or the payment.

4.                            The provisions in paragraphs 1 and 2 shall notbe applicable to the company and its subsidiaries.

5.                            Furthermore, the provisions in paragraphs 1, 2and 3 shall not be applicable if the executive board has granted an exemption.Such exemption may be subject to conditions. The exemption is irrevocable. Theexecutive board’s decision to that effect shall be subject to the approval ofthe supervisory board. The exemption shall only be granted:

a.                             to the trust office and to a third party withwhom the trust office has entered into an agreement providing for a permanentjoint policy in respect of exercising the right to vote as referred to inparagraph 2;

b.                            in case of a transfer by the company and anissue of preference shares A by the company in the context of a merger or ofacquiring a participating interest or increase thereof or of a joint venture.

Merger insub-paragraph b. is understood to constitute the legal merger as referred to inTitle 7, Book 2 of the Civil Code, as well as gaining control by means ofparticipation in a company or acquiring a company against the issue of shares.

6.                            In the event that in the division of acommunity of property, in case of acquisition pursuant to the law ofinheritance or generally in case of acquisition under general title, the numberof preference shares A thus acquired by a natural person, together with those alreadybelonging to the acquirer, exceeds the number that can be transferred pursuantto this article, the shares exceeding said limit shall either be exchanged fordepository receipts of shares issued by the trust office or sold within aperiod to be determined by the executive board amounting to two months minimumand six months maximum; failing this, the company shall be irrevocablyauthorised to sell the relevant shares or depository receipts thereof at thestock exchange, being obliged to transfer the net proceeds to the person who isentitled thereto; failing a stock market quotation, the sale shall be effectedat a price to be determined by three corporate members of Euronext AmsterdamN.V. holding office in Amsterdam, to be appointed by said association.

7.                            In the event that in the division of acommunity of property, in case of acquisition pursuant to the law ofinheritance or generally in case of acquisition under general title, a legalentity acquires preference shares A, the shares thus acquired shall either be exchangedfor depository receipts of shares or sold within the period referred to in thepreceding paragraph and duly observing the provisions in the precedingparagraph, failing which, the company shall be irrevocably authorised to sellthe relevant shares in the manner set forth in the preceding paragraph.

8.                            If an obligation to effect exchange or saleexists pursuant to the provisions in this article, the right to attend meetingsand the voting right cannot be exercised and the right to payments shall besuspended for as long as the shareholder does not fulfil his obligations toeffect exchange or transfer.

9.                            For the application of this article, issue ofshares shall be understood to include:

a.                             pursuant to article 322, Book 2 ofthe Civil Code, the allocation of shares to shareholders of a vanishing companywhich enters into a legal merger with the company;

b.                            pursuant to article 344e, Book 2 ofthe Civil Code, the allocation of shares to shareholders of a demerging companywho shall become shareholder of the company by that demerger.

 

Article 15. Transfer ofregistered shares.

1.                            The transfer of a registered share or thetransfer of a right in rem therein shall be realized by means of a deed to thateffect as well as, except if the company itself is a party to that legal act,acknowledgement in writing of the transfer by the company.

Acknowledgement is effected in the deed, or by a 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 is legallydated.

 

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2.                            A right of pledge may also be created withoutacknowledgement or official service to the company. In such case, article 239,Book 2 of the Civil Code applies accordingly, on the understanding that thecommunication meant in paragraph 3 of that article, shall then be replaced byacknowledgement by or official service to the company.

3.                            The acknowledgement shall be signed by twomembers of the executive board or by the person authorized thereto inaccordance with article 21, paragraph 2.

4.                            The provisions of the paragraphs 1 and 3 applyaccordingly to the allocation of registered shares on the division of jointly-heldproperty.

 

Article 16. Life interest(“Vruchtgebruik”). Pledging (“Pandrecht”).

1.                            The shareholder shall have voting rights inrespect of the shares in which the life interest 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 andthe beneficiary 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 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.                            The rights arising from a share in which a lifeinterest is created, conducing to the acquisition of shares shall accrue to theshareholder on the basis that the shareholder shall compensate the beneficiaryof the life interest for the value thereof to the extent that the latter isentitled thereto by virtue of his life interest.

 

CHAPTER VIII.

Management.

Article 17. Executive board.

1.                            The management of the company shall beconstituted by an executive board consisting of two or more members.

2.                            Subject to the fixed minimum, the number ofmembers of the executive board shall be fixed by the supervisory board.

3.                            The supervisory board shall designate from theexecutive board a chairman of the executive board. The supervisory board mayalso from the executive board designate a deputy chairman and/or avice-chairman of the executive board. The supervisory board may terminate suchdesignations at all times.

 

Article 18. Appointment,suspension and dismissal.

1.                            The members of the executive board shall beappointed by the general meeting from a list of candidates, to be proposed bythe supervisory board.

2.                            If a vacancy arises, the executive board shallinvite the supervisory board to make a nomination within three months after theinvitation. The general meeting may make the appointment itself, if thesupervisory board fails to make any nominations within the aforementionedperiod of three months.

3.                            A nomination shall be binding if timely madeand containing the names of at least two persons.  Notwithstanding the foregoing, the general meeting may at alltimes, by a resolution passed with a majority of at least two-thirds of thevotes cast representing more than one-third of the issued capital, resolve thatsuch list shall not be binding.

4.                            If the supervisory board has drawn up anon-binding nomination, the appointment of a person to the executive board incontravention of the nomination shall require a resolution of the generalmeeting adopted with a majority of two-thirds of the votes cast representingmore than one-third of the company’s issued capital.

5.                            Each member of the executive board may besuspended and removed at any time by the general meeting.

6.                            A resolution to suspend or remove other than ona motion of the supervisory board may only be passed by the general meetingwith a majority of at least two-thirds of the votes cast representing more thanone-third of the issued capital.

7.                            Each member of the executive board may besuspended at any time by the supervisory board.

 

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8.                            A suspension may be extended on one or moreoccasions, but not for a total of more than three months. If no decision hasbeen made to set aside the suspension or dismiss the member by the end of thatperiod, the suspension shall be set aside.

 

Article 19. Remuneration.

The supervisory board shalldetermine the remuneration and further conditions of employment for each memberof the executive board.

 

Article 20. Duties of theexecutive board. Decision making process. Allocation of duties.

1.                            Subject to the restrictions imposed by thesearticles of association, the executive board shall be entrusted with themanagement of the company.

2.                            The executive board may lay down rulesregarding its own decision making process. The rules shall require the approvalof the supervisory board.

3.                            The executive board may determine the dutieswith which each member of the executive board will be charged in particular.The allocation of duties shall require the approval of the supervisory board.

 

Article 21. Representation.

1.                            The executive board shall be authorized torepresent the company.

Two members of the executive board, actingjointly, as well as one member of the executive board and a staff member asmentioned in paragraph 2, acting jointly, are also authorized to represent thecompany.

2.                            The executive board may appoint staff memberswith general or limited power to represent the company. Each appointment may,at all times, be discontinued. Each of these staff members shall be able torepresent the company with due observance of any restrictions imposed on him.The executive board shall determine their titles. A resolution of the executiveboard as meant in this paragraph is subject to the approval by the supervisoryboard.

3.                            In the event of a conflict of interest betweenthe company and a member of the executive board, the company shall berepresented by such member of the executive board or of the supervisory boardas the supervisory board shall designate for this purpose.

 

Article 22. Approval ofdecisions of the executive board.

1.                            Without prejudice to any other appropriateprovision of these articles of association, the executive board shall obtainthe approval of the supervisory board for managerial decisions with respect toany one or more of the following matters:

a.                             the issue and acquisition of shares in anddebentures at the expense of the company or of debentures at the expense of alimited partnership, or a partnership in respect of which the company isactively fully liable;

b.                            cooperation to the issue of depository receiptsof shares;

c.                             application for a quotation or withdrawal ofthe quotation of the securities referred to sub a. and b. in the price list ofany stock exchange;

d.                            the entering into or the termination oflong-term cooperation of the company or a dependent company with any othercompany or legal entity or as actively fully liable in a limited partnership(commanditaire vennootschap) or general partnership (vennootschap onder firma)if such cooperation or termination is of fundamental importance for thecompany;

e.                             the entering by the company or a dependentcompany in participation in the capital of another company if the value of suchparticipation is at least one quarter of the amount of the issued share capitalplus reserves of the company according to its balance sheet with explanatorynotes as well as the essential increase or reduction of such participation;

f.                               investments requiring an amount equal to atleast one fourth part of the issued share capital with reserves of the companyaccording to its balance sheet with explanatory notes;

g.                            a proposal to amend the articles ofassociation;

h.                            a proposal to dissolve the company;

i.                                a petition for bankruptcy or request forsuspension of payments (surséance van betaling);

j.                                termination of the employment of a considerablenumber of the company’s employees or of a dependant company’s employeessimultaneously or within a short period of time;

 

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k.                             radical change in the employment conditions ofa considerable number of the company’s employees or of a dependant company’s employees;

l.                                a proposal to reduce the issued share capitalof the company;

m.                          a proposal for a merger or demerger within themeaning of Title 7, Book 2 of the Civil Code.

2.                            The supervisory board is entitled to requirefurther decisions of the executive board in addition to those mentioned inparagraph 1 to be subject to its approval. Such further decisions shall beclearly specified and notified to the executive board in writing.

3.                            The lack of approval of the supervisory boardin respect of a decision referred to in paragraph 1, sub-paragraphs a. up toand including l. and in paragraph 2 does not affect the authority of theexecutive board or its members to represent the company.

 

Article 23. Absence orprevention.

If a member of the executiveboard 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 of members.

1.                            The company shall have a supervisory board,consisting of individuals. The supervisory board shall consist of at leastthree members. Where the number of members of the supervisory board falls belowthree, then the board shall take measures forthwith to fill the number of itsmembers.

2.                            The number of members of the supervisory boardshall, with due observance of the provisions of paragraph 1, be determined bythe supervisory board.

3.                            A person who has reached the age of seventy cannot be appointed a member of the supervisory board.

 

Article 25. Appointment.

1.                            The members of the supervisory board shall beappointed by the general meeting from a list of candidates, to be proposed bythe supervisory board.

2.                            The supervisory board will make a nominationwithin three months after a vacancy arises. The general meeting may make the appointmentitself, if the supervisory board fails to make any nominations within theaforementioned period of three months.

3.                            A nomination shall be binding if timely madeand containing the names of at least two persons.  Notwithstanding the foregoing, the general meeting may at alltimes, by a resolution passed with a majority of at least two-thirds of thevotes cast representing more than one-third of the issued capital, resolve thatsuch list shall not be binding.

4.                            If the supervisory board has drawn up anon-binding nomination, the appointment of a person to the supervisory board incontravention of the nomination shall require a resolution of the generalmeeting adopted with a majority of two-thirds of the votes cast representingmore than one-third of the company’s issued capital.

5.                            For the appointment of members of thesupervisory board, the provisions of article 142 Book 2 of the Civil Code alsoapply.

 

Article 26.

*Has been deleted.*

 

Article 27. Retirement,suspension and dismissal of members of the supervisory board.

1.                            A member of the supervisory board shall retirenot later than on the day on which the annual meeting is held in the financialyear in which he reaches the age of seventy.

2.                            Every member of the supervisory board shallretire not later than the day on which the first general meeting ofshareholders is held after four years have elapsed from his appointment.

 

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3.                            The supervisory board members shall retireperiodically in accordance with a rotation plan to be drawn up by thesupervisory board. Any alteration to the rotation plan cannot imply that amember sitting on the supervisory board shall resign against his will beforethe period has expired in respect of which he was appointed.

4.                            Without prejudice to the provisions inparagraph 5, every member of the supervisory board may be suspended ordismissed by the general meeting of shareholders at all times.

5.                            With respect to any suspension or dismissal ofa member of the supervisory board other than by recommendation by members ofthe supervisory board, the general meeting may only pass such a resolutionbased on a majority of at least two-thirds of the votes cast representing morethan one-third of the issued capital. The provisions of article 18, paragraph 8apply by analogy to the suspension of members of the supervisory board.

 

Article 28. Remuneration.

The general meeting shalldetermine the remuneration for every member of the supervisory board.

 

Article 29. Duties and powers.

1.                            It shall be the duty of the supervisory boardto supervise the management of the executive board and the general course ofaffairs in the company and in the business connected with it. It shall assistthe executive board with advice. In performing their duties the supervisoryboard members shall act in accordance with the interests of the company and ofthe business connected with it.

2.                            The executive board shall supply thesupervisory board in due time with the information required for the performanceof its duties.

3.                            The supervisory board shall have access to thebuildings and premises of the company and shall be authorized to inspect thebooks and records of the company. The supervisory board may designate one ormore persons from among its members or an expert to exercise these powers. Thesupervisory board may also in other cases be assisted by experts. The costs ofthese experts shall be for the account of the company.

 

Article 30. Proceedings anddecision making process.

1.                            The supervisory board shall elect a chairmanfrom amongst its members, and one or more vice-chairman (-men) who shall takethe place of the chairman in the latter’s absence. It shall appoint asecretary, who need not be a member of the supervisory board, and makearrangements for his substitution in case of absence.

2.                            In the absence of the president and thevice-chairman (-men) at a meeting, the meeting shall itself designate apresident.

3.                            The supervisory board shall meet whenever thechairman, or two other supervisory board members, or the executive boardmake(s) a request thereto.

4.                            The secretary shall keep minutes of theproceedings at meetings of the supervisory board. The minutes shall be adoptedin the same meeting or in a following meeting of the supervisory board andshall be signed by the chairman and the secretary as evidence thereof.

5.                            All decisions of the supervisory board shall beadopted by an absolute majority of the votes cast.

6.                            Decisions of the supervisory board shall onlybe valid if taken at a meeting at which the majority of the supervisory boardmembers are present or represented.

7.                            A supervisory board member may be representedby a co-member of the supervisory board authorized in writing. The expression:in writing shall include any message transmitted by current means ofcommunication and received in writing. A supervisory board member may not actas representative for more than one co-member.

8.                            The supervisory board may also take decisionswithout a meeting, provided the proposal concerned is submitted to allsupervisory board members and none of them objects to this manner of takingdecisions. The secretary shall draw up a report regarding a decision thus takenand shall attach the replies received to the report, which shall be signed bythe chairman and the secretary. This manner of taking decisions shall be notifiedin the following meeting of the supervisory board.

9.                            The supervisory board shall meet together withthe executive board as often as the supervisory board or executive board makesa request thereto.

10.                      The supervisory board may determine rules withregard to the gathering and order of its meetings and its decision makingprocess.

 

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CHAPTER X.

Annual accounts and annualreport. Profits.

Article 31. Financial year.Annual accounts and annual report. Auditor.

1.                            The financial year of the company shall be thecalendar year.

2.                            Annually, the executive board shall draw upannual accounts and shall deposit these at the company’s office for inspectionby shareholders, not later than five months after the end of the financialyear, unless by reason of special circumstances this term is extended by thegeneral meeting by not more than six months. Within this period, the executiveboard shall also submit the annual report.

3.                            Within the period referred to in paragraph 2,the executive board shall submit the annual accounts simultaneously with theannual report to the supervisory board.

4.                            The supervisory board shall present its reporton the annual accounts to the general meeting.

5.                            The company shall assign an auditor to auditthe financial statements. The general meeting is empowered to make suchassignment. If no such assignment is made by that meeting, the supervisoryboard or, if there are no members of that board in office or if it fails tomake an assignment, the executive board shall be empowered to do so. Theassignment may be withdrawn at any time by the general meeting and by theperson who made the assignment; assignments made by the executive board mayalso be withdrawn by the supervisory board.

6.                            The auditor shall report on his audit to thesupervisory board and the executive board. The auditor shall convey the resultsof his audit in a report attesting to the financial statements giving a true andfair view.

7.                            Articles 101, 102 and 103 and Title 9, Book 2of the Civil Code also apply to the annual accounts and to the annual report.

 

Article 32. Adoption.Discharge.

1.                            The annual accounts shall be adopted by thegeneral meeting.

The financial statements may not be determinedby the general meeting if the general meeting has been unable to takecognisance of the auditor’s report, unless the remaining information include alegal ground for the lacking of the statement.

2.                            A discharge of the members of the executiveboard for their management and of the members of the supervisory board fortheir supervision concerns exclusively the management as it appears from theannual accounts and the annual report.

 

Article 33. Dividend.Reservations.

1.                        a.                               From the profits - the positivebalance of the profit and loss account - earned in the financial year lastexpired, first, insofar as possible, the dividend attributable to each of theholders of preference shares A and preference shares C is pro rata parte paidout to them, insofar as possible. The dividend in respect of the preferenceshares C shall be 5,5 % (subject to adjustment pursuant to paragraph 1 sub d.of this article 33) of the yield basis C, adjusted on a time proportional basisto the extent that preference shares C have been issued or cancelled during thefinancial year last expired. The preference share C annual preferred dividendshall be declared each year on the date the Company’s annual accounts areapproved and shall be paid within 3 business days of such approval. In theevent that such dividend is not so paid, the company shall, simultaneously withthe delayed payment of such dividend, pay in addition to the holders of suchpreference shares C an amount equal to the interest on such dividend in respectof each day such dividend is not paid by the company, calculated at an annualrate of 5,5%. Sub paragraph d. of this article shall apply mutatis mutandis tosuch interest rate. The dividend in respect of the preference shares A will beexpressed in a percentage of the yield basis A adjusted on a time proportionalbasis to the extent that the preference shares A have been issued or cancelledduring the financial year last expired and will be determined in the resolutionto issue such preference shares A for the first time. The preference share Aannual dividend shall be declared each year on the date the Company’s annualaccounts are approved and shall be paid within 3 business days of suchapproval. In the event that such dividend is not so paid, the company shall,simultaneously with the delayed payment of such dividend, pay in addition tothe holders of such preference shares A an amount equal to the interest on suchdividend in respect of each day such dividend is not paid by the company, calculatedat an annual rate equal to the then current dividend rate.

 

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In the resolution to issue preference shares Afor the first time, it may be stipulated that the above mentioned dividendpercentage in respect of the preference shares A concerned be periodicallyaltered. In such case, the resolution shall also state the moments ofalteration and, in detail, the manner by which the dividend percentage whenaltered shall be calculated.

The amount of dividend per preference share Aand preference share C, being the result of the above mentioned method ofcalculation, shall be rounded off upwards to entire cents provided that any dividendper preference share C paid in additional preference shares C shall be roundedoff downwards and the difference be paid in cash.

The term “issue shares of a certain class forthe first time” used in these articles of association shall also apply to afirst issue of shares of a class after all shares of such class were cancelledin accordance with article 14 paragraph 2 sub a.

The yield basis A, applying to the preferenceshares A, amounts to three euros and forty thousand three hundred andfifty-five one hundred thousandth eurocents (EUR 3.40355).

The yield basis C, applying to the preferenceshares C, amounts to ten thousand United States Dollars (U.S. $ 10,000).

In case of a partial repayment on preferenceshares A and/or preference shares C in accordance with article 14 paragraph 3,and also in case of a payment to holders of preference shares A and/orpreference shares C in accordance with article 34 paragraph 3 under b. theyield basis A and the yield basis C respectively shall decrease, as from theday on which the payment concerned shall become payable, by an amount equal tothe amount to be paid on each share of the class concerned.

b.                            From the balance of the profitremaining after application of the provision under a. a dividend shall be paidon the preference shares B, the percentage of which - to be calculated over thepaid up part of the nominal value - is equal to the repo-rate of the EuropeanCentral Bank, decreased or increased by a discount or upcount, with a maximumof three percent point (3%), to be determined by the executive board under theapproval of the supervisory board, averaged over the number of days over whichthe payment is made.

c.                             In the event that for any financialyear the payments referred to under a. and b. cannot or cannot entirely be madebecause the profit does not so allow, payment of the deficit shall be made fromthe profit of the following financial years. In that case, always insofar as possible, the dividend in arrears attributableto the holders of preference shares A and C, together with the dividend overthe 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 yearattributable to them, shall be paid.

d.                            After the expiry of a period of twoyears after the First C shares Issue Date the dividend referred to in sub a. tobe paid on the preference shares C shall be increased from 5,5 % to 7,5 % perannum in case and for as long as the company has failed to cause and continuesto fail to cause the listing of its ordinary shares or American DepositoryReceipts representing its ordinary shares on a United States national stockexchange or a similar United States stock market, except in the event that adelay in effectiveness of a registration statement which could not reasonablyhave been avoided occurs, in which case the above mentioned 2 year period willbe extended for the period of such delay, by a maximum of three (3) months.

2.                            Subsequently, the executive board shall,subject to the approval of the supervisory board, determine which part of theprofit remaining after application of paragraph 1, shall be allocated to thereserves.

3.                            Any part of the profit remaining thereaftershall be paid as a dividend on the ordinary shares.

4.                            If, over any year, a loss has been suffered,for such year no dividend on the ordinary shares shall be paid, withoutprejudice to the provisions of article 34 paragraph 2. In subsequent years,too, payment of dividend on ordinary shares shall only be effected when theloss has been cleared by profits. However, the general meeting may, on theproposal of the executive board which has been approved by the supervisoryboard, resolve to clear the loss to the debit of the distributable part of thecapital and reserves, provided that, in order to clear losses, no charge may bemade to the share premium reserves A and C.

5.                            The executive board may decide to pay aninterim dividend. The decision is subject to the approval of the supervisoryboard.

 

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6.                            Furthermore, payments to shareholders aresubject to articles 103, 104 and 105, Book 2 of the Civil Code.

 

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

1.                            The general meeting may, at the proposal of theexecutive board which has been approved by the supervisory board, resolve thata payment of dividend on ordinary shares be wholly or partly not in cash, butin shares in the company.

Upon the first issuance of preference shares C,the corporate body which resolved upon the issuance may determine that thedividend in respect of certain financial years, will be distributed inadditional preference shares C and that the dividend in respect of otherfinancial years may at the sole discretion of the executive board subject toapproval of the supervisory board be distributed in the form of either (i)additional preference shares C or (ii) US Dollars. In respect of the preferenceshares C issued on the First C shares Issue Date, such determination is made inthe First C shares Issuance Resolution. To the extent that no determination hasbeen made with regard to the form of payment of dividend in the First C sharesIssuance Resolution and the executive board is not the authorized corporatebody to resolve upon such payment, the executive board subject to approval ofthe supervisory board may only resolve upon the distribution of dividend inadditional preference shares C if prior to such resolution the authorized corporatebody has resolved upon such payment. In either case, any dividend on the preferenceshares C over the above-mentioned financial years which cannot or cannot entirelybe made because the profit does not so allow, shall be paid by such payment beingcharged to the distributable part of the capital and reserves, including thegeneral share premium reserve but excluding the share premium reserves A and C.

2.                            The general meeting may, at the proposal of theexecutive board which has been approved by the supervisory board, resolve thatdistributions to holders of ordinary shares be made out of the distributablepart of the capital and reserves, except for the share premium reserves A andC. The provisions of paragraph 1 apply analogously. Distributions as referredto in this paragraph 2 shall not be made, if not all amounts due in accordancewith article 33 paragraph 1 sub a and b juncto c are paid.

3.                        a.                               The executive board, subject toapproval by the supervisory board, may, notwithstanding the provisions of thesecond and third sentence of paragraph 1 of this article, decide to effectpayment of the amounts payable to holders of both preference shares A andpreference shares C in accordance with article 33 paragraph 1 by such paymentbeing charged to the distributable part of the capital and reserves, except forthe share premium reserves A and C.

If and to the extent that (i) the profits in respectof any financial year do not allow the payment of dividend in respect ofpreference shares C and (ii) the executive board does not decide to effect suchpayment in cash at the expense of the distributable part of the capital andreserves while such distributable part of the capital and reserves would allowthe payment of dividends in respect of the preference shares C, payment ofdividend in respect of the financial year concerned will be paid in additionalpreference shares C, in which case the nominal amount of the newly issuedpreference shares C will be charged to the distributable part of the capitaland reserves, including the general share premium reserve but excluding thepremium reserves A and C. The number of shares to be issued as a distributionof dividend will be calculated on the basis set forth in paragraph 2 of theFirst C shares Issuance Resolution.

If and to the extent that (i) the profits in respectof any financial year do not allow the payment of dividend in respect ofpreference shares C and (ii) the distributable part of the capital and reservesincluding the general share premium reserve but excluding the premium reservesA and C respectively do not allow for the payment of dividend in additionalpreference shares C in respect of such financial year, the dividend in respectof such financial year shall, compounded at an annual rate in accordance witharticle 33 paragraph 1, be paid from the profits from the next financial year.

b.                            The executive board, subject toapproval by the supervisory board, may also decide to effect payment to theholders of preference shares A and C not being due in accordance with article33 paragraph 1, however, exclusively by such payment being charged to the sharepremium reserves A and C respectively. 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

 

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meeting of holdersof preference shares A and/or of 90% of the holders of preference shares Crespectively and, on the basis of a simultaneous adjustment of the yield basis,provided that such resolution in respect of preference shares A may not bevalidly adopted unless it is simultaneously resolved that at the request of themeeting of holders of preference shares C, subject to a 90% majority vote, aproportional amount of the share premium reserve C will be paid to the holdersof preference shares C. If any such request is made by the meeting of holdersof preference shares C, repayment to the holders of preference shares A and Cwill be effected simultaneously. The company will procure that a meeting of themeeting of the holders of preference shares C will be held within 20 days ofthe date on which it was resolved to repay share premium to the holders ofpreference shares A.

4.                        a.                               Attached to each preference share Cis the right of the holder of such share to convert such share into oneordinary share upon simultaneous issuance, at the expense of the share premiumreserve C, to the shareholder concerned of a number of ordinary shares which isequal to the quotient of (i) the yield basis C plus the sum of (x) an amountequal to any unpaid dividend, whether declared or not, on the preference sharesC in respect of any closed financial year, which amount shall be calculated inaccordance with the provisions of article 33, paragraph 1, increased by theinterest as referred to in that article, if applicable, to be calculated overthe period ending on the date on which the preference C shall be converted intoan ordinary share, and (y) an amount equal to the dividend on the preferenceshares C in respect of the current financial year, which amount shall becalculated in accordance with the provisions of article 33, paragraph 1, to becalculated proportionally over the elapsed portion of that financial yearending on the date on which the preference shares C shall be converted into anordinary share, minus the Conversion Price (as hereinafter defined) convertedfrom EURO’s into US Dollars at the ratio EURO:1/USD:1,02547 and (ii) the ConversionPrice, converted from EURO’s into US Dollars at the ratio EUR):1/USD:1,02547. TheConversion Price shall be EUR 18,1125, as amended from time to time inaccordance with the following sections of this paragraph (the “ConversionPrice”).

If and to the extent that fractional shares would haveto be issued by the company as a result of the above conversion, there shallinstead be distributed to such shareholder of preference shares C an amount inUS Dollars equal to the multiplication of (i) the then current Conversion Priceand (ii) the proportional amount of the fractional share that would have beenissued pursuant to such conversion.

The difference between (i) the amount thus debitedfrom the share premium reserve C, decreased with the amount that has beendistributed pursuant to the previous sentence, and (ii) the nominal value ofthe ordinary shares thus issued shall be added to a general share premiumreserve of the company.

b.                            The Conversion Price shall bedecreased annually by an amount equal to fifty percent (50%) of the amount orvalue of any dividend distributed on one ordinary share in the company.

c.                             The Conversion Price shall beadjusted in case the company, (i) for whatsoever reason, does not cancel orrepurchase the preference shares C on the twelfth anniversary of the First Cshares Issue Date pursuant to the right retained in the First C shares IssuanceResolution or (ii) the company does not to cancel or repurchase the preferenceshares C at the request of the meeting of holders of preference shares C upon aChange of Control. The company will procure that a meeting of the meeting ofholders of preference shares C will be held within 20 days of the date on whichthe Change of Control occurs.

The thus adjusted Conversion Price shall be the lowestof (i) 50% of the then current Conversion Price, and (ii) 50% of the shareprice on the Euronext Amsterdam Stock Exchange (or any successor thereto onwhich the ordinary shares are listed or traded)as of (a) the twelfthanniversary of the First C shares Issue Date or (b) the date the meeting ofholders of preference shares C requested cancellation or repurchase upon aChange of Control, as the case may be.

d.                            Whenever the company undertakes toissue

(x)                        ordinary shares or securitiesconvertible into ordinary shares or grant rights entitling the holder tosubscribe for ordinary shares or securities convertible into ordinary shares,at a price below either

(i)                           the current Conversion Price or

 

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(ii)                        the value of ordinary sharescalculated in the manner set forth in the definition of the factor ‘p’ in theformula below or,

(y)                      ordinary shares to holders ofexisting ordinary shares at the expense of any reserve or as a dividend, whichis announced by the company by means of an advertisement placed in the OfficialPrice List (or any successor thereto), the Conversion Price will be reduced, asfrom the day following the date of the aforementioned announcement, to a pricecalculated in the following manner, it being understood that if (x) (i) and (x)(ii) both apply simultaneously the formula, as set out below, that results inthe lowest Conversion Price will apply to such adjustment.

If the number of new ordinary shares to beissued is not yet known at the time of such announcement, this calculation willbe made immediately after such number of ordinary shares will have beendetermined and announced.

The new Conversion Price shall, in case the situationsubsections (x) (ii) and (y) above are applicable, be determined by multiplyingthe Conversion Price previously applicable by the result of the followingformula:

 

(Axp) + (Bxq)

(A + B) x p

 

in which formula:

A =                 the number of ordinary sharesoutstanding immediately prior to the announcement;

B =                   the maximum number of new ordinaryshares to be issued;

p =                    the average, over the twenty (20)Trading Days preceding the date of the aforementioned announcement or if noannouncement is made, the date the announcement should have been published inaccordance with article 28 of the Issuing and Listing Rules of EuronextAmsterdam N.V., of the highest and lowest prices of ordinary shares as quotedin the Official Price List;

q =                    the issue price of the ordinaryshares to be issued. In case the situation (y) above is applicable, thefollowing adjustments to q may take effect:

•                                where the issue is charged against anyreserve and no appropriation is made to any reserve from the portion of theyear’s profit which has been allocated for distribution, q will be nil;

•                                where the issue is charged againstany reserve and an allocation is simultaneously made to any reserve from theportion of the year’s profit allocated for distribution, q will be equal to thequotient obtained by dividing the amount appropriated to any reserve in accordancewith this allocation and the number of ordinary shares issued in accordancewith this allocation.

The new Conversion Price shall, in case thesituation sub (x) (i) is applicable, be determined by multiplying theConversion Price previously applicable by the result of the following

formula:

 

(Axp) + (Bxq)

(A + B) x p

 

in which formula:

A =                 the number of ordinary sharesoutstanding immediately prior to the announcement;

B =                   the maximum number of new ordinaryshares to be issued;

p =                    the Conversion Price immediatelyprior to the adjustment of the Conversion Price;

q =                    the issue price of the ordinaryshares to be issued.

There will be no adjustment of the ConversionPrice if the issue is made:

•                               within the framework of one or moreissuances of ordinary shares for aggregate net proceeds of up to a total valueof EURO 350,000,000 provided that (i) all such issuance(s) are completed withina period of one year from the first issuance of preference shares C and (ii),if such shares are issued at a price below EURO 15,75, the Conversion Priceshall be adjusted to 115% of such issuance price (it being understood that suchadjustment shall only apply if, and insofar as such adjustment results in aConversion Price lower than the then current Conversion Price);

 

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•                               within the framework of a managementoptions scheme adopted by the company’s executive board and approved by thesupervisory board; or,

•                               in the event of a situation referredto under (x) (ii) of this paragraph, for a price of issuance per share orsecurities convertible into ordinary shares or rights entitling the holders tosubscribe for ordinary shares, which is no lower than the then current marketvalue decreased by five percent (5%).

e.                             In the event of any restructuring ofthe company’s share capital or of any merger or amalgamation with or into anyother company or in the event the legal or beneficial ownership to all orsubstantially all of the assets owned by the company, either directly orindirectly (through its subsidiaries) are acquired by one or more thirdparties, the Conversion Price will not be subject to adjustment as referred toin this paragraph 4.

In such events, each preference share C will beconvertible into the class and number of shares, or, as the case may be,depository receipts, securities or other instruments issued by the company (orby the company resulting from such merger or amalgamation of the company or bythe third party which made such acquisition) to which a holder of the number ofordinary shares into which such a preference share C could have been converted,would have been entitled immediately prior to one of the aforementionedcircumstances arising.

f.                               In the event of:

(i)                          the company granting rights toholders of ordinary shares to subscribe for securities other than ordinaryshares;

(ii)                       any company other than the companygranting rights to holders of ordinary shares to subscribe for securities whichmay be converted into, or otherwise entitle the holder to, ordinary shares, if,in such event, the (initial) price at which such ordinary shares may be acquiredshall be the lower of (A) the value of ordinary shares calculated in the mannerset forth in the definition of the factor “p” applicable to subsections (x)(ii) and (y) and (B) the Conversion Price;

(iii)                    the company making a cashdistribution from the share premium to holders of ordinary shares,

an adjustment of the Conversion Price shall bemade, taking into account the value of such rights or distributions asaforesaid to which a holder of the number of ordinary shares into which apreference share C could have been converted would have been entitledimmediately prior to the date on which any of the aforementioned circumstancesoccurred;

g.                            The splitting or combination ofordinary shares will not be deemed to be a restructuring of the company’s sharecapital. In the event of splitting or combination as referred to above, theConversion Price will be reduced or increased accordingly. The re-denominationof the nominal value of ordinary shares into EURO’s shall not be deemed to be arestructuring of the company’s share capital for said purpose either.

h.                            To exercise conversion rights asdefined in this paragraph 4 sub a. above, the holder of preference shares Cmust send a duly completed notice of conversion by registered mail to thecompany, indicating

(i)                          the number of, and to the extent itconcerns registered preference shares C, the registered numbers of preferenceshares C to be converted,

(ii)                       the form (bearer shares orregistered shares) of the ordinary shares to be converted into and

(iii)                    if such conversion will result inregistered ordinary shares: the complete name and address of such holder or ifsuch conversion will result in bearer ordinary shares: the account number orother numbers and other relevant information of the Bank casu quo the security-accountat the benefit of which the ordinary shares resulting from such conversion willhave to be booked.

The date of conversion shall be the date onwhich the notice of conversion is received by the company. Upon receipt of suchnotice of conversion, the company will, within 10 business days, send to theholder of preference shares C that sent such notice of conversion,documentation evidencing the completion of the conversion. The exercise ofconversion rights shall be irrevocable. The costs of conversion shall be foraccount of the company.

 

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i.                                The company shall, in the event theConversion Price is adjusted pursuant to this article 34 paragraph 4, givenotice, by registered mail, to the holders of preference shares C. In case, andfor as long as any of the outstanding preference shares C are bearer shares,such notice shall be published in at least one countrywide circulated newspaperpublished in the Netherlands. In respect of registered preference shares C,such notice shall be given at the address of such holder of preference shares Cshowing from the register of shareholders of the company.

 

Article 35. Date for payment.

Payment of dividends and otherdistributions shall be announced in accordance with article 44.

 

CHAPTER XI.

General meetings ofshareholders.

 

Article 36. Annual meeting.

1.                            The annual meeting shall be heldannually, and not later than six months after the end of the financial year.

2.                            The agenda for that meeting shallcontain, inter alia, the following points for discussion:

a.                             the annual report;

b.                            adoption of the annual accounts;

c.                             discharge of the members of the executive board andthe members of the supervisory board;

d.                            any filling of vacancies;

e.                             any other proposals put forward by the supervisoryboard or the executive board put forward for discussion and announced with dueobservance of article 38, such as proposals concerning the designation of abody competent to issue shares and the authorization of the executive board tocause the acquisition of own shares or depository receipts thereof by thecompany.

 

Article 37. Other meetings.

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.                            General meetings of shareholders shall beconvened by the supervisory board or the executive board.

2.                            The convocation shall take place no later thanon the fifteenth day prior to the date of the meeting.

3.                            The notice of the meeting shall state thesubjects to be dealt with or it shall state that the shareholders and theholders of depository receipts of shares may take cognisance thereof at thecompany’s office, without prejudice to the provisions of article 45 paragraph 2of the articles of association and of article 99 paragraph 7, Book 2 of theCivil Code.

4.                            The notice of the meeting shall state therequirement for admission to the meeting as described in article 42.

5.                            Convocation shall be made in the manner statedin article 44.

6.                            Matters not stated in the notice of the meetingmay be further announced, subject to the time limit pertaining to theconvocation of meetings, in the manner stated in article 44.

7.                            Unless the notice of the meeting includes thecontents of all documents which, according to the law or the articles ofassociation, are to be available to shareholders and to holders of depositoryreceipts of shares for inspection in connection with the meeting to be held,these documents are to be made available free of charge to shareholders andholders of depository receipts in Amsterdam at the office of an institutionadmitted to the public company Euronext Amsterdam N.V. to be designated in thenotice of the meeting or another payment office as referred to in the Rulesrelating to Securities.

8.                            Shareholders representing alone, or in theaggregate, at least one percent (1%) of the issued capital, have the right torequest the executive board or the supervisory board to place items on theagenda of the general meeting of shareholders.

These requestsshall in principal be honoured by the executive board or the supervisory boardon the condition:

 

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a.                             that the shareholders have areasonable interest in the items to be considered;

b.                            that the placing on the agenda isnot in conflict with an orderly course of the meeting and that there shall beno grave interests of the company which resist against the placing on theagenda;

c.                             that the request has been filed inwriting with the executive board or the chairman of the supervisory board atleast sixty days prior to the date of the general meeting of shareholders.

9                               The expression “shareholders” inthis article shall include beneficiaries of a life interest and pledgees towhich the voting rights on shares accrue.

 

Article 39. Place of meetings.

The general meetings ofshareholders shall be held in Amsterdam.

 

Article 40. Chairmanship.

1.                            The general meetings of shareholdersshall be chaired by the chairman of the supervisory board or, in his absence,by a vice-chairman of that board; in the event that the latter is (are) alsoabsent, the supervisory board members present shall elect a chairman from theirmidst. The supervisory board may designate another person to act as chairman ofa general meeting of shareholders.

2.                            If the chairman has not beenappointed in accordance with paragraph 1, the meeting shall itself choose achairman. Until that moment a member of the executive board designated theretoby the executive board shall act as chairman.

 

Article 41. Minutes.

1.                            Minutes shall be kept of theproceedings at every general meeting of shareholders by a secretary to bedesignated by the chairman. The minutes shall be adopted by the chairman andthe secretary and shall be signed by them as evidence thereof.

2.                            The supervisory board or thechairman may determine that notarial minutes shall be drawn up of theproceedings of the meeting. The notarial minutes shall be co-signed by thechairman.

 

Article 42. Rights atmeetings. Admittance.

1.                            Each shareholder entitled to voteand each beneficiary of a life interest or pledgee to whom the voting rightsaccrue shall be entitled to attend the general meeting of shareholders, toaddress the meeting and to exercise his voting rights. Where it concerns ordinaryregistered shares, the executive board must be notified in writing of the intentionto attend the meeting. Such notice must be received by the executive board notlater than on the date mentioned in the notice of the meeting.

2.                            The right to take part in themeeting in accordance with paragraph 1 may be exercised by a proxy authorizedin writing, provided that, where it concerns ordinary shares, the power ofattorney has been received by the executive board not later than on the datementioned in the notice of the meeting.

3.                            If the voting rights on a shareaccrue to the beneficiary of a life interest or to a pledgee, instead of to theshareholder, the shareholder is also authorized to attend the general meetingof shareholders and to address the meeting, provided that, where it concernsordinary registered shares, the executive board has been notified of theintention to attend the meeting in accordance with paragraph 1. Paragraph 2applies analogously.

4.                            With respect to the voting rightsand the right to participate in meetings attached to ordinary bearer shares,the company shall apply by analogy the provisions of Sections 88 and 89 Book 2of the Dutch Civil Code and recognise as a shareholder the person named in awritten statement from a Necigef-participant as a Necigef-beneficiary, entitledto a given number of ordinary bearer shares belonging to suchNecigef-participant’s collective deposit of ordinary bearer shares in thecompany and remaining thus entitled until the close of the meeting.

A holder of ordinary bearer shares or his proxyshall only 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.                            The executive board has the power todetermine in the notice convening the meeting that for the application ofsection 117, subsections 1 and 2, of Book 2 of the Netherlands Civil Code, thepersons that are entitled to attend and address meetings and to vote are thepersons who have those rights on a determined day and are entered as such in aregister (or one or more parts thereof) that has been designated for thatpurpose by the executive board, notwithstanding who is entitled to those sharesor depositary receipts at the time of the meeting. In this matter theprovisions of paragraph 1 up to and including 4 also apply on the understandingthat:

a.                             the statement of theNecigef-participant as referred to in paragraph 4 does not have to include thatthe person mentioned shall remain participant until the close of the meeting;

b.                            the requirement of entry in theregister thas has been designated for that purpose by the executive board shallsubstitute the requirement of depositing a statement as referred to in thisparagraph 4.

6.                            Each share confers the right to castone vote.

7.                            Each person entitled to vote or hisproxy shall sign the attendance list.

8.                            Each holder of depository receiptsshall be entitled to attend the general meeting of shareholders and to addressthe meeting. Where registered depository receipts are concerned, the provisionsin paragraph 1 second and third sentence shall be analogously applicable. Wherebearer depository receipts of shares are concerned, the certificates ofdepository receipts of shares must be deposited at the place stated in thenotice convening the meeting not later than the date stated in the noticeconvening the meeting. The provisions in this paragraph shall not be applicableto the beneficiary of a life interest and the pledgee referred to in paragraph1 and to the shareholders referred to in paragraph 3.

9.                            The right to attend meetings inaccordance with paragraph 8 may be exercised by a proxy authorised in writing,provided that, without prejudice to the lodging requirement, the form of proxyhas been received by the executive board on the date stated in the notice ofthe meeting at the latest.

10.                      The date mentioned in the notice ofthe meeting, referred to in the paragraphs 1, 4, 5 and 8, cannot be prior thanthe seventh day prior to the date of the meeting. The date mentioned in thenotice of the meeting, referred to in the paragraphs 2 and 9, cannot be priorthan the third day prior to the date of the meeting.

11.                      The members of the supervisory boardand of the executive board shall be entitled to attend the meeting and shall,as such, have the right to advise the general meeting of shareholders.

12.                      The chairman shall decide whetherpersons other than those who shall be admitted in accordance with the aboveprovisions of this article shall be admitted to the meeting.

 

Article 43. Votes.

1.                            Except where the law or the articlesof association require a qualified majority, all resolutions shall be adoptedby absolute majority of the votes cast.

2.                            If in an election of persons amajority is not obtained, a second free vote shall be taken. If again amajority is not obtained, further votes shall be taken until either one personobtains a majority or the election is between two persons only, both of whomreceive an equal number of votes. In the event of such further elections (notincluding the second free vote), each election shall be between the persons whoparticipated in the preceding election, but with the exclusion of the personwho received the smallest number of votes in that preceding election. If in apreceding election more than one person receives the smallest number of votes,it shall be decided by lot which of these persons should not participate in thenew election. If there is a tie of votes in an election between two persons, itshall be decided by lot who is elected, without prejudice to the provision ofthe following paragraph.

3.                            If there is a tie of votes in a voteother than a vote for the election of persons, the proposal is thus rejected.

4.                            All votes may be cast orally. Thechairman is however entitled to decide a vote by a secret ballot. If itconcerns an election of persons, also a person present at the meeting andentitled to vote can demand a vote by a secret ballot. Voting by secret ballotshall take place by means of secret, unsigned ballot papers.

5.                            Abstentions and invalid votes shallnot be counted as votes.

6.                            Voting by acclamation shall bepossible if none of the persons present and entitled to vote objects againstit.

 

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7.                            The provisions of the articles 13paragraphs 3 and 4, and 117, Book 2 of the Civil Code also apply to the generalmeeting of shareholders.

 

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

1.                            Meetings of holders of shares of oneclass shall be convened by the executive board or by the supervisory board. Themeetings shall be held as often as the executive board or the supervisory boarddeems necessary, and also whenever such is required in accordance with the lawor the articles of association.

2.                            With regard to these meetings, theprovisions regarding the general meetings of shareholders shall, to the extentpossible, apply analogously.

 

CHAPTER XII.

Convocations and notifications.

Article 44.

All announcements for the general meetings of shareholders, allnotifications concerning dividend and other payments and all othercommunications to shareholders and holders of depository receipts shall beeffected by means of a notice in a national daily paper and in the OfficialPrice List, without prejudice to the provisions of article 96a paragraph 4,Book 2 of the Civil Code.

 

CHAPTER XIII.

Amendment of the articles ofassociation and dissolution.

Article 45. Amendment to thearticles of association. Dissolution.

1.                            A resolution to amend the articlesof association or to dissolve the company shall only be adopted at the proposalof the executive board which has been approved by the supervisory board. Anyamendment of the articles of association affecting the rights attached to thepreference shares C including but not limited to any amendment providing forthe creation of a class of shares with a preference to dividends, distributionsof reserves or liquidation distributions which is equal to or higher than thatof the preference shares C,  shall alsobe subject to the prior 90% approval of the meeting of holders of preferenceshares C.

2.                            When a proposal to amend thearticles of association or to dissolve the company is to be submitted to thegeneral meeting, this must be mentioned in the notice of the general meeting ofshareholders or in the further announcement referred to in article 38 paragraph6 and, if an amendment to the articles of association is to be discussed, acopy of the proposal, setting forth the text of the proposed amendmentverbatim, shall at the same time be deposited at the company’s office forinspection and shall be held available for shareholders and holders ofdepository receipts free of charge until the end of the meeting.

 

Article 46. Liquidation.

1.                            In the event of dissolution of thecompany by virtue of a resolution of the general meeting, the members of theexecutive board shall be charged with the liquidation of the business of thecompany and the supervisory board with the supervision thereof.

2.                            During liquidation, the provisionsof these articles of association shall remain in force as far as possible.

3.                            From the balance remaining afterpayment of debts there shall first be distributed as a Liquidation Distributionto the holders of preference shares A and preference shares C:

a.                             the sum of (x) an amount equal toany unpaid dividend, whether declared or not, on the preference shares A andthe preference shares C 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 become payable, and (y) an amount equal to the dividend onthe preference shares A and the preference shares C in respect of the currentfinancial year, which amount shall be calculated in accordance with theprovisions of article 33, paragraph 1, to be calculated proportionally over theelapsed portion of that financial year ending on the date on which the LiquidationDistribution shall become payable; and

 

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b.                            an amount per preference share A andpreference share C, equal to the yield basis A and yield basis C respectivelyreferred to in article 33 paragraph 1 under a.

If the balance is not sufficient therefor,distribution shall be effected in proportion to the yield basis A and the yieldbasis C respectively.

4.                            The balance remaining afterapplication of paragraph 3 there shall be distributed to the holders ofpreference shares B:

a.                             any outstanding dividend referred toin article 33 paragraph 1, which shall then be calculated over the periodending on the date on which the liquidation payment shall become payable; and

b.                            the nominal amount paid on theseshares.

If the balance is not sufficient therefor,distribution shall be effected in proportion to the amounts paid on thoseshares.

5.                            The balance then remaining shall bedistributed to the holders of ordinary shares in proportion to the total amountof ordinary shares held by each of them.

6.                            The liquidation shall otherwise besubject to the provisions of Title 1, Book 2 of the Civil Code.

 

Article 47. Transitionalprovisions.

1.                            Share certificates for bearershares, in issue on 12 June 2001 shall, up to the same nominal amount, beregistered on the Necigef Global Certificate against surrender of the sharecertificates (K-certificates) provided with all uncalled dividend coupons andtalons and, as the case may be, against surrender of the share certificates(CF-certificates) provided with simplified dividend sheets. After the 31October 2001 rights to dividends and other distributions attached to bearershares, in issue on 12 June 2001, can only be exercised if the bearer sharesconcerned have been surrender in accordance with the foregoing provisions ofthis paragraph.

2.                            The executive board can issueduplicates for documents as referred to in paragraph 1 of this article whichare damaged, lost, stolen or destroyed. For this issuance the executive boardmay stipulate conditions including giving guarantees and charging costs to theapplicant. Upon issuing duplicates the original documents shall be deemedworthless vis-à-vis the company. The new document shall clearly state that itis a duplicate.

 

- 0 - 0 - 0 - 0 - 0 -

 

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