Exhibit 1.1

ARTICLES OF ASSOCIATION OF        Buhrmann N.V.        with official seat in Maastricht        12 June 2001

Office
translation of the complete text of the Articles of Association of Buhrmann N.V., with its official seat in Maastricht, as they read after the deed of amendment executed on 12 June 2001
before G.W.Ch. Visser, civil law notary in Amsterdam, in respect of which a ministerial Statement of No objections was granted on 3 May 2001, under number N.V. 2293.

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

In
the attached document, Dutch legal concepts are expressed in English terms and not in their original Dutch terms; the concepts concerned may not be identical to concepts described by the English
terms as such terms may be understood under the laws of other jurisdictions.

CHAPTER I.

Definitions.

Article 1.

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







CHAPTER II.

Name, seat, objects.

Article 2. Name and seat.



Article 3. Objects.

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

CHAPTER III.

Capital and shares. Registers.

Article 4. Authorized capital. Types of shares.



Article 5. Bearer ordinary shares: Necigef Global Certificate.



Article 6.

Has been deleted.

Article 7.

Has been deleted.

Article 8. Certificates of bearer preference shares C.

The
provisions of article 5 equally 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 the preference shares C on the Euronext Amsterdam Stock Exchange has been obtained the management board will determine the form in
which bearer preference shares C will be issued and provided further that until such listing has been obtained Article 5 will not apply to bearer preference shares C and that at the
shareholders's request bearer preference shares C may be converted into registered preference shares C and vice versa.

Article 9. Registers of shareholders.

CHAPTER IV.

Issuance of shares.

Article 10. Body competent to issue shares.







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



Article 12. Payment for shares.





CHAPTER V.

Own shares and depository receipts thereof.

Article 13.

CHAPTER VI.

Capital reduction.

Article 14.























CHAPTER VII.

Transfer and delivery of shares. Limited rights.

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









Article 15. Transfer of registered shares.



Article 16. Life interest ("Vruchtgebruik"). Pledging ("Pandrecht").



CHAPTER VIII.

Management.

Article 17. Management board.

Article 18. Appointment, suspension and dismissal.



the
supervisory board fails to make any nominations within the aforementioned period of three months.



Article 19. Remuneration.

The
supervisory board shall determine the remuneration and further conditions of employment for each member of the management board.

Article 20. Duties of the management board. Decision making process. Allocation of duties.

Article 21. Representation.





Article 22. Approval of decisions of the management board.



Article 23. Absence or prevention.

If
a member of the management board is absent or is prevented from performing his duties, the remaining members or member of the management board shall be temporarily entrusted with the entire
management of the company. If all members of the management board are absent or are prevented from performing their duties, the management of the company shall be temporarily entrusted to the
supervisory board which shall then be authorized to entrust the management temporarily to one or more persons, whether or not from among its members.

CHAPTER IX.

Supervisory board.

Article 24. Number of members.

Article 25. Appointment.

Article 26. Resolutions passed in the general meeting of shareholders.



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

Article 28. Remuneration.

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

Article 29. Duties and powers.



members
shall act in accordance with the interests of the company and of the business connected with it.

Article 30. Proceedings and decision making process.

CHAPTER X.

Annual accounts and annual report. Profits.

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



Article 32. Adoption. Discharge.



Article 33. Dividend. Reservations.

|1. |  | a. |  | From the profitsthe positive balance of the profit and loss accountearned in the financial year last expired, first, insofar as possible, the dividend attributable to each of the holders of preference shares A
and preference shares C is pro rata parte paid out to them, insofar as possible. The dividend in respect of the preference shares 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 basis to the extent that preference shares C have been issued or cancelled during the financial year last expired. The preference share C annual preferred dividend shall be declared each year on the date the Company's
annual accounts are approved and shall be paid within 3 business days of such approval. In the event that such dividend is not so paid, the company shall, simultaneously with the delayed payment of such dividend, pay in addition to the holders of
such preference shares C an amount equal to the interest on such dividend in respect of each day such dividend is not paid by the company, calculated at an annual rate of 5.5%. Sub paragraph d. of this article shall apply mutatis mutandis to
such interest rate. The dividend in respect of the preference shares A will be expressed in a percentage of the yield basis A adjusted on a time proportional basis to the extent that the preference shares A have been issued or cancelled during the
financial year last expired and will be determined in the resolution to issue such preference shares A for the first time. The preference share A annual dividend shall be declared each year on the date the Company's annual accounts are approved and
shall be paid within 3 business days of such approval. In the event that such dividend is not so paid, the company shall, simultaneously with the delayed payment of such dividend, pay in addition to the holders of such preference shares A an amount
equal to the interest on such dividend in respect of each day such dividend is not paid by the company, calculated at an annual rate equal to the then current dividend rate.
|-- |  | -- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |    |  | In the resolution to issue preference shares A for the first time, it may be stipulated that the above mentioned dividend percentage in respect of the preference shares A concerned be periodically altered. In such case, the resolution shall also
state the moments of alteration and, in detail, the manner by which the dividend percentage when altered shall be calculated.                                                                                                                                                                                                                                                                                                                                                                         
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| |  |    |  | The amount of dividend per preference share A and preference share C, being the result of the above mentioned method of calculation, shall be rounded off upwards to entire cents provided that any dividend per preference share C paid in additional
preference shares C shall be rounded off downwards and the difference be paid in cash.                                                                                                                                                                                                                                                                                                                                                                                                               
| |  |    |  | The term "issue shares of a certain class for the first time" used in these articles of association shall also apply to a first issue of shares of a class after all shares of such class were cancelled in accordance with article 14
paragraph 2 sub a.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |  |    |  | The yield basis A, applying to the preference shares A, amounts to three euros and forty thousand three hundred and fifty-five one hundred thousandth eurocents (EUR 3.40355).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |  |    |  | The yield basis C, applying to the preference shares C, amounts to ten thousand United States Dollars (U.S. $ 10,000).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| |  |    |  | In case of a partial repayment on preference shares 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/or preference shares C in accordance with
article 34 paragraph 3 under b. the yield basis A and the yield basis C respectively shall decrease, as from the day on which the payment concerned shall become payable, by an amount equal to the amount to be paid on each share of the class
concerned.                                                                                                                                                                                                                                                       
| |  | b. |  | From the balance of the profit remaining after application of the provision under a. a dividend shall be paid on the preference shares B, the percentage of whichto be calculated over the paid up part of the nominal valueis equal to the
repo-rate of the European Central Bank, decreased or increased by a discount or upcount, with a maximum of three percent point (3%), to be determined by the management board under the approval of the supervisory board, averaged over the number of
days over which the payment is made.                                                                                                                                                                                                                   
| |  | c. |  | In the event that for any financial year the payments referred to under a. and b. cannot or cannot entirely be made because the profit does not so allow, payment of the deficit shall be made from the profit of the following financial
years.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| |  |    |  | In that case, always insofar as possible, the dividend in arrears attributable to the holders of preference shares A and C, together with the dividend over the last ended financial year attributable to them, shall be paid first. Subsequently, the
dividend in arrears attributable to the holders of preference shares B together with the dividend over the last ended financial year attributable to them, shall be paid.                                                                                                                                                                                                                                                                                                                            
| |  | d. |  | After the expiry of a period of two years after the First C shares Issue Date the dividend referred to in sub a. to be paid on the preference shares C shall be increased from 5.5% to 7.5% per annum in case and for as long as the company has failed to
cause and continues to fail to cause the listing of its ordinary shares or American Depository Receipts representing its ordinary shares on a United States national stock exchange or a similar United States stock market, except in the event that a
delay in effectiveness of a registration statement which could not reasonably have been avoided occurs, in which case the above mentioned 2 year period will be extended for the period of such delay, by a maximum of three (3)
 months.



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





not
be made, if not all amounts due in accordance with article 33 paragraph 1 sub a and b juncto c are paid.

|3. |  | a. |  | The management board, subject to approval by the supervisory board, may, notwithstanding the provisions of the second and third sentence of paragraph 1 of this article, decide to effect payment of the amounts payable
to holders of both preference shares A and preference shares C in accordance with article 33 paragraph 1 by such payment being charged to the distributable part of the capital and reserves, except for the share premium reserves A and
C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |  |    |  | If and to the extent that (i) the profits in respect of any financial year do not allow the payment of dividend in respect of preference shares C and (ii) the management board does not decide to effect such payment in cash at the expense of
the distributable part of the capital and reserves while such distributable part of the capital and reserves would allow the payment of dividends in respect of the preference shares C, payment of dividend in respect of the financial year concerned
will be paid in additional preference shares C, in which case the nominal amount of the newly issued preference shares C will be charged to the distributable part of the capital and reserves, including the general share premium reserve but excluding
the premium reserves A and C. The number of shares to be issued as a distribution of dividend will be calculated on the basis set forth in paragraph 2 of the First C shares Issuance Resolution.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  |    |  | If and to the extent that (i) the profits in respect of any financial year do not allow the payment of dividend in respect of preference shares C and (ii) the distributable part of the capital and reserves including the general share
premium reserve but excluding the premium reserves A and C respectively do not allow for the payment of dividend in additional preference shares C in respect of such financial year, the dividend in respect of such financial year shall, compounded at
an annual rate in accordance with article 33 paragraph 1, be paid from the profits from the next financial year.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |  | b. |  | The management board, subject to approval by the supervisory board, may also decide to effect payment to the holders of preference shares A and C not being due in accordance with article 33 paragraph 1, however, exclusively by such payment
being charged to the share premium reserves A and C respectively. A decision of the management board referred to in the previous sentence shall only be taken in case of a simultaneous or prior approving resolution of the meeting of holders of
preference shares A and/or of 90% of the holders of preference shares C respectively and, on the basis of a simultaneous adjustment of the yield basis, provided that such resolution in respect of preference shares A may not be validly adopted unless
it is simultaneously resolved that at the request of the meeting of holders of preference shares C, subject to a 90% majority vote, a proportional amount of the share premium reserve C will be paid to the holders of preference shares C. If any such
request is made by the meeting of holders of preference shares C, repayment to the holders of preference shares A and C will be effected simultaneously. The company will procure that a meeting of the meeting of the holders of preference shares C will
be held within 20 days of the date on which it was resolved to repay share premium to the holders of preference shares A.                                                                                                                                                                  
|4. |  | a. |  | Attached to each preference share C is the right of the holder of such share to convert such share into one ordinary share upon simultaneous issuance, at the expense of the share premium reserve C, to the shareholder concerned of a number of ordinary
shares which is equal to the quotient of (i) the yield basis C plus the sum of (x) an amount equal to any unpaid dividend, whether declared or not, on the preference shares C in respect of any closed financial year, which amount shall be
calculated in accordance with the provisions of article 33, paragraph 1, increased by the interest as referred to in that article, if applicable, to be calculated over the period ending on the date on which the preference C shall be
converted into an ordinary share, and (y) an amount equal to the dividend on the preference shares C in respect of the current financial year, which amount shall be calculated in accordance with the provisions of article 33,
paragraph 1, to be calculated proportionally over the elapsed portion of that financial year ending on the date on which the preference shares C shall be converted into an ordinary share, minus the Conversion Price (as hereinafter defined)
converted from EURO's into US Dollars at the ratio EURO:1/USD:1.02547 and (ii) the Conversion Price, converted from EURO's into US Dollars at the ratio EUR):1/USD:1.02547. The Conversion Price shall be EUR 18.1125, as amended from time to time
in accordance with the following sections of this paragraph (the "Conversion Price").

| |  |    |  | If and to the extent that fractional shares would have to be issued by the company as a result of the above conversion, there shall instead be distributed to such shareholder of preference shares C an amount in US Dollars equal to the multiplication
of (i) the then current Conversion Price and (ii) the proportional amount of the fractional share that would have been issued pursuant to such conversion.                                                                                                                                                                                                            
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  |    |  | The difference between (i) the amount thus debited from the share premium reserve C, decreased with the amount that has been distributed pursuant to the previous sentence, and (ii) the nominal value of the ordinary shares thus issued shall
be added to a general share premium reserve of the company.                                                                                                                                                                                                                                                                                                                     
| |  | b. |  | The Conversion Price shall be decreased annually by an amount equal to fifty percent (50%) of the amount or value of any dividend distributed on one ordinary share in the company.                                                                                                                                                                                                                                                                                                                                                                                                                                             
| |  | c. |  | The Conversion Price shall be adjusted in case the company, (i) for whatsoever reason, does not cancel or repurchase the preference shares C on the twelfth anniversary of the First C shares Issue Date pursuant to the right retained in the First
C shares Issuance Resolution or (ii) the company does not to cancel or repurchase the preference shares C at the request of the meeting of holders of preference shares C upon a Change of Control. The company will procure that a meeting of the
meeting of holders of preference shares C will be held within 20 days of the date on which the Change of Control occurs.
| |  |    |  | The thus adjusted Conversion Price shall be the lowest of (i) 50% of the then current Conversion Price, and (ii) 50% of the share price on the Amsterdam Stock Exchange (or any successor thereto on which the ordinary shares are listed or
traded) as of (a) the twelfth anniversary of the First C shares Issue Date or (b) the date the meeting of holders of preference shares C requested cancellation or repurchase upon a Change of Control, as the case may be.                                                                                                                                                        





















Article 35. Date for payment.

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

CHAPTER XI.

General meetings of shareholders.

Article 36. Annual meeting.



Article 37. Other meetings.

Other
general meetings of shareholders shall be held as often as the management board or the supervisory board deems such necessary, without prejudice to the provisions of the articles 110, 111 and
112, Book 2 of the Civil Code.

Article 38. Convocation. Agenda.



Article 39. Place of meetings.

The
general meetings of shareholders shall be held in Amsterdam.

Article 40. Chairmanship.

Article 41. Minutes.

Article 42. Rights at meetings. Admittance.





persons
that are entitled to attend and address meetings and to vote are the persons who have those rights on a determined day and are entered as such in a register (or one or more parts thereof) that
has been designated for that purpose by the management board, notwithstanding who is entitled to those shares or depositary receipts at the time of the meeting. In this matter the provisions of
paragraph 1 up to and including 4 also apply on the understanding that:

Article 43. Votes.



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

CHAPTER XII.

Convocations and notifications.

Article 44.

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

CHAPTER XIII.

Amendment of the articles of association and dissolution.

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



the
text of the proposed amendment verbatim, shall at the same time be deposited at the company's office for inspection and shall be held available for shareholders and holders of depository receipts
free of charge until the end of the meeting.

Article 46. Liquidation.





Article 47. Transitional provisions.



shares,
in issue on 12 June 2001, can only be exercised if the bearer shares concerned have been surrender in accordance with the foregoing provisions of this paragraph.



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