**Exhibit 4.3**

 

**EXECUTION COPY**

 

 

**SHARESALE AND PURCHASE AGREEMENT**

 

**Dated 22 February 2005**

 

 

**between**

 

**the Apollo Holders**

 

**and**

 

**the Bain Holders**

 

**and**

** **

**Peder Smedvig Capital AS**

 

**and**

 

**MidOcean Capital Investors, LP**

 

**as the Sellers**

 

**and**

 

**Buhrmann N.V.**

 

**as the Purchaser**

 

**ALL THE ISSUED ANDOUTSTANDING**

**PREFERENCE SHARES C**

**IN**

**BUHRMANN N.V.**

 

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**CONTENTS**

 
| **Clause** | ** ** | ** **                   | ** ** |
|------------|------------|------------------------------|------------|
| ** ** | ** ** | ** **                   | ** ** |
| 1.         |       | Interpretation               |       |
| 2.         |       | Sale and Purchase            |       |
| 3.         |       | Conditions                   |       |
| 4.         |       | Completion                   |       |
| 5.         |       | Call Option                  |       |
| 6.         |       | Purchaser’s Warranties  |       |
| 7.         |       | Sellers’ Warranties     |       |
| 8.         |       | Covenants                    |       |
| 9.         |       | Supervisory Board Members    |       |
| 10.        |       | Confidentiality              |       |
| 11.        |       | Notices                      |       |
| 12.        |       | Further Assurances           |       |
| 13.        |       | Assignments                  |       |
| 14.        |       | Payments                     |       |
| 15.        |       | General                      |       |
| 16.        |       | Whole Agreement              |       |
| 17.        |       | No Rescission, No  Annulment |       |
| 18.        |       | Several Liability            |       |
| 19.        |       | Governing Law                |       |
| 20.        |       | Arbitration                  |       |
| 21.        |       | Date                         |       |

 
| **Schedule** |   |                                 |   |
|--------------|--------|--------------------------------------|--------|
|         |   |                                 |   |
|         |   |                                 |   |
| 1.           |   | The  Shareholdings                   |   |
| 2.           |   | Interest                             |   |
| 3.           |   | Purchaser’s  Warranties         |   |
| 4.           |   | Sellers’  Warranties            |   |
| 5.           |   | Shareholders’  Meeting Items    |   |
| 6.           |   | Agenda                               |   |
| 7.           |   | Deed of Transfer                     |   |
| 8.           |   | Call Option  Terms and Conditions    |   |
| 9.           |   | Form of Call  Option Exercise Notice |   |
| 10.          |   | Form of  Conditional Resignation     |   |
| 11.          |   | Draft Articles of Association        |   |

 

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**THISSHARE SALE AND PURCHASE AGREEMENT**is made on22 February 2005 **AMONG**:

 

(1)                                  **BUHRMANN N.V.**, a public limited liability company with itsregistered seat in Maastricht and its office address at Hoogoorddreef 62Amsterdam Zuid-Oost the Netherlands, organised under the laws of theNetherlands (the “**Purchaser**”);

 

and

 

(2)                                  **APOLLO INVESTMENT FUND IV, L.P.**, a limited partnership organised under the laws ofthe State of Delaware, USA;

 

(3)                                  **APOLLO OVERSEAS PARTNERS IV,L.P.,** a limited partnershiporganised under the laws of the Cayman Islands;

 

(4)                                  **AP OFFICE LLC**, a limited liability company organised under the lawsof the State of Delaware, USA;

 

and

 

(5)                                  **BAIN CAPITAL FUND VI, L.P.**, a limited partnership organised under the laws ofthe State of Delaware, USA;

 

(6)                                  **BCIP ASSOCIATES II**, a partnership organised under the laws of the Stateof Delaware, USA;

 

(7)                                  **BCIP ASSOCIATES II-C**, a partnership organised under the laws of the Stateof Delaware, USA;

 

(8)                                  **BCIP TRUST ASSOCIATES II**, a partnership organised under the laws of the Stateof Delaware, USA;

 

(9)                                  **BCIP TRUST ASSOCIATES II-B**, a partnership organised under the laws of the Stateof Delaware, USA;

 

(10)                            **BAIN CAPITAL VI COINVESTMENTFUND, LP**, a limited partnershiporganised under the laws of the State of Delaware, USA;

 

(11)                            **BCIP ASSOCIATES II-B**, a partnership organised under the laws of the Stateof Delaware, USA;

 

(12)                            **PEP INVESTMENTS PTY LIMITED**, a company organised under the laws of Australia;

 

(13)                            **PEDER SMEDVIG CAPITAL AS**, a company organised under the laws of Norway; and

 

(14)                            **MIDOCEAN CAPITAL INVESTORS, LP**, a limited partnership organised under the laws ofthe State of Delaware, USA.

 

the parties (2) through (4) collectivelyhereinafter referred to as the “**Apollo Holders**”;the parties (5) through (12) collectively hereinafter referred to as the “**Bain Holders**”; and

 

the Apollo Holders, the Bain Holders, PederSmedvig Capital AS and MidOcean Capital Investors, LP hereinaftercollectively referred to as the “**Sellers**” andeach of them as a “**Seller**”.

 

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**BACKGROUND**:

 

(A)                              The Sellers are the owners of an aggregate of 43,628preference shares C, which constitute all of the preference shares C in theissued share capital of the Purchaser, with each Seller holding the amounts setforth opposite its name in Column B of **Schedule 1 “TheShareholdings”**.

 

(B)                                The Apollo Holders and the Bain Holders as owners ofthe preference shares C have certain rights in connection therewith, including,among other things, registration rights, the right to nominate up to twomembers of the supervisory board of the Purchaser, and the right to approvecertain transactions that may be made by the Purchaser, including certainacquisitions and sales of its assets or subsidiaries.

 

(C)                                The Sellers wish to sell their preference shares C inthe share capital of the Purchaser free of any Encumbrance on the terms set outin this Agreement.

 

(D)                               The Purchaser wishes to purchase all preference sharesC owned by the Sellers subject to the successful issue of and full subscriptionto new (to be issued) ordinary shares in the share capital of the Purchaserand/or bonds to be issued by the Purchaser or any of the Purchaser’sAffiliates. The Purchaser intends to finance the purchase of the preferenceshares C with, amongst other things, the proceeds of the issuance of thesesecurities.

 

(E)                                 The supervisory board of the Purchaser has approvedthe entering into of this Agreement by the Purchaser.

 

(F)                                 The management board of the Purchaser has approved theentering into of this Agreement by the Purchaser, subject to any necessaryauthorisation by the shareholders meeting of the Purchaser for the purchase ofthe preference shares C, the issuance of the Option Shares (as defined below)to the Sellers in the event the Call Option (as defined below) is exercised,and the securities issue of ordinary shares by the Purchaser in order tofinance the purchase of the preference shares C.

 

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**IT IS AGREED**as follows:

 

**1.**                                      INTERPRETATION

 

1.1                                 In this Agreement:

 

“**Affiliate**”means, in relation to any person, any subsidiary or direct or indirect holdingcompany of that person and any other subsidiary of that holding company;

 

“**Agreement**”means this Share Sale and Purchase Agreement among Purchaser, the ApolloHolders, the Bain Holders, Peder Smedvig Capital AS and MidOcean CapitalInvestors, LP, and the Schedules hereto, including the final form of suchschedules as executed and delivered pursuant to the terms hereof;

 

“**Bid**”has the meaning ascribed thereto in Clause 5.1;

 

“**Bidder**”has the meaning ascribed thereto in Clause 5.2;

 

“**Bid Price**”has the meaning ascribed thereto in Clause 5.2;

 

“**Business Day**”means a day (other than a Saturday or Sunday) on which banks are generally openin the Netherlands and New York City for normal business;

 

“**Call OptionExercise Notice**” means a notice as referred to in Clause 5.3;

 

“**Call Option**”means the option granted by the Purchaser to the Seller under Clause 2.4;

 

“**CashPurchase Price**” means the total amount of cash payable in respect ofthe Shares under Clause 2.3;

 

“**Completion**”means completion of the sale and purchase of the Shares in accordance with thisAgreement;

 

“**CompletionDate**”****means the date on whichCompletion takes place pursuant to Clause 4.1 of this Agreement;

 

“**Conditions**”means the conditions (*opschortende voorwaarden*)to Completion of the sale and purchase of the Shares set out in Clause 3.1hereof;

 

“**Consideration**”means the total consideration due by the Purchaser to the Sellers under Clauses2.3 and 2.4 hereof for the purchase by the Purchaser of the Shares;

 

“**Deed ofTransfer**” means the notarial deeds to be executed by each of theSellers, the Purchaser and the Notary in the form set out in **Schedule 7**“**Deed of Transfer**”;

 

“**Encumbrance**”means any claim, debenture, mortgage, pledge, charge, lien, deposit orassignment by way of security, bill of sale, option or right of pre-emption,entitlement to beneficial ownership (including usufruct and similarentitlements), any provisional or executional attachment and any other interestor right held by a third party;

 

“**ExercisePrice**” means EUR 10 per Option Share, as adjusted pursuant to the **Schedule 8 **”**Call Option Terms andConditions**”;

 

“**Notary**”means a civil law notary (*notaris*) ofAllen & Overy LLP Amsterdam;

 

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“**OptionShares**” means 36,500,000 ordinary shares in the capital of thePurchaser to be issued to the Sellers upon the exercise of the Call Options, asadjusted pursuant to **Schedule 8 **”**Call Option Terms and Conditions**” or as the context mayrequire, such actual number of ordinary shares as may be required to bedelivered pursuant to Clause 2 of **Schedule 8 **”**Call Option Terms and Conditions**”;

 

“**Purchaser**”means Buhrmann N.V.;

 

“**Purchaser’sGroup**” means the Purchaser, its holding company (if any) and anysubsidiary of the Purchaser or such holding company (if any);

 

“**Purchaser’sLawyers**” means Allen & Overy LLP at Apollolaan 15, 1077 AB  Amsterdam, The Netherlands;

 

“**Purchaser’sWarranties**” means the representations and warranties on the part ofthe Purchaser contained in **Schedule 3****“Purchaser’s Warranties”**and in theDeed of Transfer;

 

“**SecuritiesIssue**” means (i) the issue of ordinary shares in the share capitalof the Purchaser on the basis of a rights issue to be effected by thePurchaser; and/or (ii) the issue by the Purchaser or any of itssubsidiaries of bonds; which securities (as referred to under (i) and/or (ii))will be issued by the Purchaser or any of its subsidiaries with the aim toprovide funding for the purchase of the Shares;

 

“**Sellers**”****has the meaning set forth in the preamble;

 

“**Sellers’ Lawyers**”****means Morgan, Lewis & Bockius, LLP at 300 S. GrandAvenue, Suite 2200, Los Angeles, California 90067, U.S.A. for the ApolloHolders and Kirkland & Ellis International LLP at Tower 42, 25 Old BroadStreet, London EC2N 1HQ, United Kingdom for the Bain Holders;

 

“**Sellers’Warranties**” means the representations and warranties made severally,and not jointly on the part of each of the Sellers contained in **Schedule 4** “**Sellers’ Warranties**”;

 

“**Shares**”means 43,628 preference shares C with a par value of EUR 1.20 each in thecapital of the Purchaser;

 

“**Taxation**”means all forms of taxation, duties, levies, imposts and social securitycharges, including, without limitation, corporate income tax, wage withholdingtax, national social security contributions and employee social securitycontributions, value added tax, customs and excise duties, capital tax andother legal transaction taxes, dividend withholding tax, (municipal) realestate taxes, real estate transfer tax, other municipal taxes and duties,environmental taxes and duties, and any other type of taxes or duties in anyrelevant jurisdiction, together with any interest, penalties, surcharges orfines relating thereto, due, payable, levied, imposed upon or claimed to beowed in any relevant jurisdiction;

 

“**WarrantyClaim**” means a claim by the Purchaser for any breach or allegedbreach by any Seller of any of the Sellers’ Warranties, or a claim by any ofthe Sellers for any breach or alleged breach by Purchaser of any of thePurchaser’s Warranties.

 

1.2                                 Any express or implied reference to an enactment (which includes anylegislation in any jurisdiction) includes references to:

 

(i)                                     that enactment as amended or extended after the dateof this Agreement;

 

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(ii)                                  any enactment which that enactment re-enacts (with orwithout modification); and

 

(iii)                               any subordinate legislation (including regulations)made (before or after signature of this Agreement) under that enactment, asre-enacted, amended or extended as described in paragraph (a) above, or underany enactment referred to in paragraph (b) above.

 

1.3                                 References to a “**company**” shallbe construed so as to include any company, corporation or other body corporateor other legal entity, wherever and however incorporated or established.

 

1.4                                 For the purposes of this Agreement, a company is a “**subsidiary**”of another company, its “**holding company**”,if that other company:

 

(i)                                     holds a majority of the voting rights in it; or

 

(ii)                                  is a shareholder or member of it and has the right toappoint or remove a majority of its supervisory board (if any); or

 

(iii)                               is a shareholder or member of it and controls alone,pursuant to an agreement with other shareholders or members, a majority of thevoting rights in it,

 

or if it is a subsidiary of a company which is itself a subsidiary ofthat other company.

 

1.5                                 For the purposes of this Agreement, a company is a “**wholly-ownedsubsidiary**” of another company if it has no members or shareholdersexcept that other and that other’s wholly-owned subsidiaries or persons actingon behalf of that other or its wholly-owned subsidiaries.

 

1.6                                 References to “**management board**”shall mean the executive board of the Purchaser as referred to in the Englishversion of the articles of association of the Purchaser.

 

1.7                                 References to a “**person**” shallbe construed so as to include any individual, firm, company, government,governmental authority, tax authority, state or agency of a state or any jointventure, association or partnership (whether or not having separate legalpersonality).

 

1.8                                 References to words importing one gender will include both genders.

 

1.9                                 Where in this Agreement a Dutch term is given in italics or in italicsand in brackets after an English term and there is any inconsistency betweenthe Dutch and the English, the meaning of the Dutch term shall prevail.

 

1.10                           In this Agreement, unless the contrary intention appears, a reference toa Clause, subclause, exhibit or Schedule is a reference to a Clause,subclause, exhibit or Schedule of this Agreement.

 

1.11                           The headings in this Agreement do not affect its interpretation.

 

**2.**                                      SALE AND PURCHASE

 

2.1                                 By this Agreement each of the Sellers sells and the Purchaser purchaseson the terms and conditions set out herein, and subject to satisfaction of theConditions and upon Completion, those of the Shares set opposite such Seller’sname in **Schedule 1** “**The****Shareholdings**”.

 

2.2                                 On Completion, the Shares, together with all rights attaching to them,shall be transferred (*geleverd*) freeof all Encumbrances.

 

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2.3                                 As part of the Consideration, on Completion the Purchaser shall pay incash to each of the Sellers an amount equal to approximately US $ 11,918.95 pershare of preference shares C sold by such Seller for an aggregate Cash PurchasePrice of **US $** 520,000,000 (five hundred andtwenty million US dollars), which amount is to be increased with a lateinterest payment in accordance with **Schedule 2**“**Interest**” dependent on the date of Completion and whichamount includes payment for any and all rights attached to the preferenceshares C sold by such Seller up to the Completion Date (inclusive). Each of theSellers shall be paid the amount of the Cash Purchase Price set forth oppositeits name in column (C) of **Schedule 1**“**The Shareholdings**”, together withinterest accrued thereon, if any.

 

2.4                                 As part of the Consideration, the Purchaser hereby grants to each of theSellers an option (each a “**Call Option**”)on the terms and conditions set forth in Clause 5 and on **Schedule 8“Call Option Terms and Conditions”** to purchase those of the OptionShares set out against its name in column (D) of **Schedule 1**“**The****Shareholdings**”,which option can only be exercised in accordance with Clause 5 and **Schedule 8 “Call Option Terms and Conditions”**.

 

2.5                                 The Sellers and the Purchaser hereby acknowledge that any agreementbetween the Sellers and the Purchaser will be terminated upon the CompletionDate and subsequently, other than arising from this Agreement there will be noobligation upon any of the Sellers and the Purchaser vis-à-vis each other.

 

**3.**                                      CONDITIONS

 

3.1                                 Completion of the sale and purchase of the Shares and the granting ofthe Call Options is conditional on:

 

(i)                                     the authorisation of the management board of the Purchaser by itsshareholders meeting for the ordinary shares included in the Securities Issue;

 

(ii)                                  the authorisation of the management board of the Purchaser by itsshareholders meeting for the purchase of the Shares as required under art. 2:98 of the Dutch Civil Code;

 

(iii)                               the authorisation of the management board of the Purchaser by itsshareholders meeting for the issue of the Option Shares, should the Call Optionbe exercised;

 

(iv)                              the obtaining of adequate financing for the purchase of the Shares in aform and an amount satisfactory to the Purchaser and such financing continuingto be available up to Completion;

 

(v)                                 the delivery (*levering*) ofall Shares to the Purchaser through the execution at Completion by each Sellerof its respective Deed of Transfer pursuant to this Agreement;

 

(vi)                              the delivery at Completion to the Notary of the Cash Purchase Price,together with any late payment interest accrued thereon in accordance with **Schedule 2**“**Interest**”, ifany;

 

(vii)                           the approval from the agent security trustee under the EUR 730,000,000senior facilities agreement dated 23 December 2003, as amended;

 

(viii)                        bythe time that all the Conditions under (i) through (iv) (inclusive), (vi) and(vii) are satisfied or waived, no event having occurred, which has, or would belikely to have

 

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after Completion, amaterial adverse effect on the financial condition or business of the Purchaser(as presently carried on);

 

(ix)                                none of the following events taking place by the time that all theConditions under (i) through (vii) (inclusive) are satisfied or waived:

 

(A)                              a material breach of the Sellers’ Warranties coming to the notice of thePurchaser which breach is not remedied or waived as of the Completion Date; and

 

(B)                                a Seller being in material breach of any obligation on its part underthis Agreement which, if that breach is capable of remedy, is not remedied tothe Purchaser’s satisfaction within 5 Business Days of the Purchaser notifyingthat Seller that such breach must be remedied; and

 

(C)                                any court or competent authority having prohibited or suspended theconsummation by the Purchaser of the transactions contemplated by thisAgreement.

 

(x)                                   none of the following events taking place by the time that all the aboveConditions under (i) through (vii) (inclusive) are satisfied or waived:

 

(A)                              a material breach of the Purchaser’s Warranties coming to the notice ofthe Seller which breach is not remedied or waived as of the Completion Date;and

 

(B)                                the Purchaser being in material breach of any obligation on its partunder this Agreement which, if that breach is capable of remedy, is notremedied to the Sellers’ satisfaction within 5 Business Days of the Sellersnotifying that Purchaser that such breach must be remedied; and

 

(C)                                any court or competent authority having prohibited or suspended theconsummation by the Sellers of the transactions contemplated by this Agreement.

 

3.2                                 Conditions 3.1(i), 3.1(ii), 3.1(iii), 3.1(iv), 3.1(v), 3.1(vii),3.1(viii) and 3.1(ix) are for the benefit of the Purchaser and (except forConditions 3.1(ii) and 3.1(iii)) may be waived (either in whole or in part) bythe Purchaser at any time by notice to the Sellers.

 

3.3                                 Conditions 3.1(vi) and 3.1(x) are for the benefit of the Sellers and maybe waived (either in whole or in part) by the Apollo Holders and the BainHolders acting jointly at any time by notice to the Purchaser.

 

3.4                                 Each of the parties shall use reasonable endeavours to procure that theConditions are satisfied on or before 8 April 2005. If the Conditions arenot fulfilled or waived on or before that date:

 

(i)                                     except for this subclause, the Clauses headed “Confidentiality”, “Notices”,“Further Assurances”, “Assignments”, “Payments”, “General”, “Whole Agreement”, “GoverningLaw”, “Arbitration” and “Date”, together with the provisions of the Clauseheaded “Interpretation”, all the other Clauses of this Agreement shall lapse (*vervallen*) and cease to have effect; but

 

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(ii)                                  the lapsing (*vervallen*) ofthose provisions shall not affect any rights or liabilities of any party inrespect of damages for non-performance of any obligation under this agreementfalling due for performance prior to such lapse (*vervallen*).

 

3.5                                 Notwithstanding anything to the contrary in Clause 3.4 of thisAgreement, the parties may agree that this Agreement shall be extended on suchterms and conditions and to the extent the parties mutually agree, and maytherefore be extended beyond 8 April, 2005.

 

3.6                                 If any of the Conditions 3.1(i), 3.1(ii), 3.1(iii), 3.1(iv), 3.1(vii)and 3.1(viii) is not satisfied or is not waived in accordance with Clause 3.2and this Agreement lapses in accordance with Clause 3.4, no party to thisAgreement shall be liable for any other party’s costs charges and expensesincurred by them in connection with the negotiation, preparation andtermination of this Agreement or for any damages resulting from the Completionnot occurring.

 

3.7                                 If all Conditions have been satisfied except for the Condition 3.1(v)and none of the Conditions 3.1(ix) and 3.1(x) has been lawfully invoked by theparty entitled thereto, and this Agreement lapses in accordance with Clause3.4, the Seller who has not delivered its Shares at Completion shall be liablevis-à-vis the Purchaser for all damages, liabilities, losses and costs of thePurchaser incurred as a result thereof to be determined in accordance witharticles 6: 95 and 96 Dutch Civil Code. Damages based on lost profits resultingfrom missed opportunities by the Purchaser will not be taken into account whendetermining such damages, liabilities, losses and costs of the Purchaser.

 

3.8                                 If all Conditions have been satisfied except for the Condition 3.1(vi)and none of the Conditions 3.1(ix) and 3.1(x) has been lawfully invoked by theparty entitled thereto, and this Agreement lapses in accordance with Clause3.4, the Purchaser shall be liable vis-à-vis the Sellers for all damages,liabilities, losses and costs of the Sellers incurred as a result thereof to bedetermined in accordance with articles 6: 95 and 96 Dutch Civil Code.  Damages based on lost profits resulting frommissed opportunities by a Seller will not be taken into account whendetermining such damages, liabilities, losses and costs of the Seller.

 

**4.**                                      COMPLETION

 

4.1                                 Completion shall take place at the offices of the Purchaser’s Lawyers at11.00 a.m. on the 2nd Business Day after the date on which all theConditions are satisfied or, where permitted, waived or at such other time andon such other date as the Sellers and the Purchaser may agree.

 

4.2                                 On the Completion Date, the Purchaser will pay the Cash Purchase Pricetogether with any late payment interest accrued thereon in accordance with **Schedule 2****“Interest”** bywire transfer into the Notary’s account in accordance with Clause 14 “Payments”.

 

4.3                                 On the Completion Date, after confirmation by the Notary that the CashPurchase Price has been received in the Notary’s account, the Purchaser, each ofthe Sellers and the Notary shall execute a Deed of Transfer and the Purchasershall acknowledge the transfer of the Shares by signing the Deed of Transfer.Immediately thereafter, on the Completion Date, the Notary will pay to each ofthe Sellers, by wire transfer of immediately available funds, the amount of theCash Purchase Price set forth opposite such Sellers’ name on **Schedule 1 “The Shareholdings”**, plus any interestaccrued thereon, in accordance with this Agreement, and the instruction letterto be signed by the Sellers, the Purchaser and the Notary on the CompletionDate in the form attached hereto as part of **Schedule 7“Deed of Transfer”**.

 

4.4                                 The Notary is a civil law notary with the Purchaser’s Lawyers. Each ofthe Sellers and the Purchaser acknowledges that it is aware of the provisions**of the Ordinance containing Rules

 

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of ProfessionalConduct and Ethics (“*Verordening beroeps- engedragsregels*”) of the Royal Professional Organisation of Civil LawNotaries (*Koninklijke Notariële Beroepsorganisatie*).Each Seller as well as the Purchaser acknowledges and agrees that the Purchaser’sLawyers may advise and act on behalf of the Purchaser with respect to thisAgreement and any agreements and/or any disputes related to or resulting fromthis Agreement.

 

**5.**                                      CALL OPTION

 

5.1                                 Subject to subclauses 5.2 through 5.7 (inclusive) and the terms andconditions of **Schedule 8** “**Call Option Terms and Conditions**”, each of the Sellers mayonly exercise its Call Option if Completion has occurred and if on or before 30December 2005

 

(i)                                     either

 

(A)                              the Purchaser has together with a third party made a joint publicannouncement; or

 

(B)                                the Purchaser and a third party each have made a public announcement

 

in any event (bothevent A and event B) each stating that they expect to reach an agreement on afriendly bid, containing price and standard conditions as required under section art.9b section 2 sub (a) of the Dutch Decree on the Supervision of theSecurities Trade 1995, as amended (*Besluit toezichteffectenverkeer 1995*); and/or

 

(ii)                                  the Purchaser enters into a non-binding letter of intent or a bindingagreement with a third party,

 

either (event (i) andevent (ii)), in relation to a public bid on all outstanding shares in thecapital of the Purchaser (as may be modified from time to time as contemplatedbelow in Clause 5.2 but in any event not affecting its friendly nature, a “**Bid**”).

 

5.2                                 Each Seller’s Call Option is further issued with and is subject to theterms and conditions set forth on **Schedule 8**“**Call Option Terms and Conditions**.” EachSeller’s Call Option can only be exercised if (a) a Bid has been made - throughthe publication of an offer memorandum as referred to in art. 9g section 3of the Dutch Decree on the Supervision of the Securities Trade 1995, as amended(*Besluit toezicht effectenverkeer 1995*) -by a third party (whether or not the same third party as referred to underClause 5.1(i) or 5.1(ii))****(the “**Bidder**”), (b) the Exercise Price is less than the bid priceoffered by the successful Bidder (the “**Bid Price**”) asof the date the Bid is declared unconditional, (c) the exercise is made beforethe end of the relevant offer period as indicated in the abovementioned offermemorandum, (d) the Bid is declared unconditional before the date referred toin Clause 5.3, and (e) such exercise will be conditional upon such Bid beingdeclared unconditional. If the successful Bid has the form of a(n) (partial)exchange bid, the share price of the shares offered under such Bid on the laststock exchange day (at the close of business) before the first publicannouncement as to such Bid indicating the exchange ratio has been made, willbe decisive to ascertain whether the Bid Price is in excess of the ExercisePrice.

 

5.3                                 The Call Option can only be exercised by serving a call option exercisenotice substantially in the form of the draft set out in**Schedule 9(“Form of Call Option Exercise Notice”)** on the Purchaser. The CallOptions can only be exercised and such Call Option Exercise Notices may only beserved during the period beginning on the Completion Date and ending on orbefore 30 December 2006 (inclusive).

 

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5.4                                 If a Seller’s Call Option is not duly exercised within the periodspecified in Clause 5.2 and 5.3, or not in accordance with **Schedule 8**“**Call Option Terms and Conditions**”, suchCall Option shall lapse and such Seller will in no event be entitled to suchSeller’s Option Shares or the Bid Price for the Option Shares under the Bid.

 

5.5                                 The Call Options can be assigned only:

 

(i)                                     with the prior written consent of the Purchaser, whichconsent shall not be unreasonably withheld or delayed in case of an assignmentby a Seller to one or more of such Seller’s Affiliates provided that

 

(i)                                     such Affiliate is controlled by or is under commoncontrol with such Seller and

 

(ii)                                  such Affiliate undertakes vis-à-vis the Purchaser tobe bound by the terms of this Agreement, and

 

(iii)                               it being acknowledged that such assignment shall notrelease the assigning Seller of any of its obligations under this Agreement;

 

or

 

(ii)                                  once a Bid has been made, to a financial party whichhas undertaken vis-à-vis the Purchaser to exercise such Call Option(s) inaccordance with this Agreement and to tender the Option Shares under the Bid.

 

The Call Options cannot inany way be encumbered, as security or whatsoever.

 

5.6                                 Exercise of the Call Option shall be in accordance with this Agreementand the terms and conditions of the Call Options as set forth on **Schedule 8****“Call Option Terms andConditions”**. Each of the Sellers hereby gives an irrevocable powerof attorney to the Purchaser to tender its Option Shares under the Bid on itsbehalf if such Seller receives Option Shares as a result of its election toexercise its Call Option.

 

5.7                                 Purchaser undertakes not to purposefully do anything with an aim tofrustrate the Sellers’ rights with respect to and under the Call Options and tothe Option Shares. In the event Purchaser fails to perform its obligations inconnection with the Call Options, then the Purchaser will pay to the Sellersall consideration the Sellers would have received upon tendering the OptionShares into the Bid, net of any withholding, as well as the actualout-of-pocket costs incurred by the Sellers in enforcing their rights underthis Clause 5, including the Sellers’ reasonable costs in instructing andretaining professional advisors.

 

**6.**                                      PURCHASER’S WARRANTIES

 

6.1                                 The Purchaser represents and warrants to the Sellers that each of thestatements set out in the **Schedule 3****“Purchaser’s Warranties”** is, and willat Completion be, true and accurate.

 

**6.2**                                 Each of the Purchaser’s Warrantiesset out in the several paragraphs of Schedule 3 “Purchaser’s Warranties” is separate and independent and, except as expresslyprovided to the contrary in this Agreement, is not limited;

 

(i)                                     by reference to any other paragraph of **Schedule 3 “Purchaser’s Warranties”**; or

 

(ii)                                  by anything in this Agreement.

 

----

 

6.3                                 Purchaser acknowledges that the Purchaser’s Warranties are material andthe accuracy of the Purchaser’s Warranties is essential to each Seller’s decisionto enter into and sell the Shares as set out in this Agreement. The Purchaser’sWarranties allocate between the Sellers and the Purchaser the risk and costsrelating to any facts or circumstances which may cause any of the Purchaser’sWarranties to be untrue or inaccurate.

 

6.4                                 None of the Purchaser’s Warranties shall, and the Sellers’ ability toclaim for breach of such Purchaser’s Warranty shall not, be treated as waived,qualified or otherwise affected by any actual knowledge or any knowledge imputedto the Sellers, including any knowledge resulting from any due diligenceinvestigation carried out by or on behalf of the Sellers.

 

6.5                                 Purchaser will pay to the Sellers all damages, liabilities, losses andreasonable costs of the Sellers incurred as a result of the breach of aPurchaser’s Warranty to be determined in accordance with articles 6: 95 and 96Dutch Civil Code. Damages based on lost profits resulting from missedopportunities by a Seller will not be taken into account when determining suchdamages, liabilities, losses and costs of the Seller.

 

6.6                                 For the avoidance of doubt, any amounts payable by Purchaser underClause 6.5 for breach of a Purchaser’s Warranty will include an amount for allreasonable costs incurred by the Sellers in connection with the determination,prevention or limitation of any loss or damage resulting from or arising as aresult of any breach of a Purchaser’s Warranty and, in particular but withoutlimitation, will include all legal and other similar costs incurred in instructingand retaining professional advisers.

 

**7.**                                      SELLERS’ WARRANTIES

 

7.1                                 Each of the Sellers severally as to itself only, and not jointly,represents and warrants to the Purchaser as set forth in **Schedule 4****“Sellers’ Warranties”** is, and will atCompletion be, true and accurate.

 

7.2                                 Each of the Sellers’ Warranties set out in the several paragraphs of the**Schedule 4****“Sellers’Warranties”** is separate and independent and, except as expresslyprovided to the contrary in this Agreement, is not limited:

 

(i)                                     by reference to any other paragraph of the **Schedule 4****“Sellers’ Warranties”**; or

 

(ii)                                  by anything in this Agreement.

 

7.3                                 Each Seller acknowledges that the Sellers’ Warranties are material andthe accuracy of the Sellers’ Warranties is essential to the Purchaser’sdecision to enter into and pay the Cash Purchase Price set out in thisAgreement. The Sellers’ Warranties allocate between the Sellers and thePurchaser the risk and costs relating to any facts or circumstances which maycause any of the Sellers’ Warranties to be untrue or inaccurate.

 

7.4                                 None of the Sellers’ Warranties shall, and the Purchaser’s ability toclaim for breach of such Sellers’ Warranty shall not, be treated as waived,qualified or otherwise affected by any actual knowledge or any knowledgeimputed to the Purchaser including any knowledge resulting from any duediligence investigation carried out by or on behalf of the Purchaser.

 

7.5                                 Each Seller will pay to the Purchaser all damages, liabilities, lossesand reasonable costs of the Purchaser incurred as a result of the breach of aSellers’ Warranty to be determined in accordance with articles 6: 95 and 96Dutch Civil Code. Damages based on lost profits resulting from missedopportunities by the Purchaser will not be taken into account when determiningsuch damages, liabilities, losses and costs of the Purchaser.

 

----

 

7.6                                 For the avoidance of doubt, any amounts payable by any Seller underClause 7.5 for a breach of a Sellers’ Warranty made by such Seller will includean amount for all reasonable costs incurred by the Purchaser in connection withthe determination, prevention or limitation of any loss or damage resultingfrom or arising as a result of any breach of a Sellers’ Warranty and, inparticular but without limitation, will include all legal and other similarcosts incurred in instructing and retaining professional advisers.

 

7.7                                 Any payment made by a Seller in respect of a breach of the Sellers’Warranties by such Seller shall be deemed to be a reduction in theConsideration. For the avoidance of doubt, such payment shall not reduce theCash Purchase Price to be paid to such Seller, or the Call Option or the OptionShares such Seller is entitled to receive under the terms of this Agreement, orthe consideration such Seller would receive upon tendering its Option Sharesinto the Bid, if any.

 

**8.**                                      COVENANTS

 

8.1                                 Avoidance of change in warranted position

 

(i)                                     Pending Completion, and except with the writtenconsent of Purchaser, none of the Sellers shall do or omit to do, or cause tobe done or omitted to be done, any act or thing which would result (or belikely to result) in a breach of any of the Sellers’ Warranties.

 

(ii)                                  Pending Completion, and except with the writtenconsent of the Sellers, Purchaser shall not do or omit to do, or cause to bedone or omitted to be done, any act or thing which would result (or be likelyto result) in a breach of any of the Purchaser’s Warranties or its covenantshereunder.

 

8.2                                 Noticeof any change

 

(i)                                     Purchaser shall immediately notify each of the Sellersin writing of any matter or thing which arises or becomes known to it beforeCompletion which:

 

(A)                              constitutes (or would after the lapse of time constitute) a breach ofany of the Purchaser’s Warranties or the undertakings or other obligations onthe part of Purchaser under this Agreement; or

 

(B)                                might otherwise have a material adverse effect on the financialcondition or the business of the Purchaser (as presently carried on).

 

(ii)                                  Each Seller shall immediately notify Purchaser inwriting of any matter or thing which arises or becomes known to it beforeCompletion which constitutes (or would after the lapse of time constitute) abreach of such Sellers’ Warranties or the undertakings or other obligations onthe part of any Seller under this Agreement.

 

8.3                                 The Purchaser shall up to 31 December 2005 promptly notify theSellers by sending a notice in accordance with Clause 11, of any event referredto in Clause 5.1 and if any such event has occurred on or before 30 December 2005shall up to 30 December 2006 promptly notify the Sellers by sending anotice in accordance with Clause 11 of the release of the offer documentsetting out the terms and conditions of the Bid.

 

8.4                                 The Sellers undertake to fulfil their respective obligations under theDutch 1996 Act on Disclosure of Holdings in Listed Companies (*Wet melding zeggenschap in ter beurze genoteerde vennootschappen 1996*)to notify the Dutch Authority Financial Markets of their

 

----

 

sale of Shares underthis Agreement as soon as possible after Completion and of their Call Option,once it has become exercisable.

 

8.5                                 Purchaser undertakes to promptly call a meeting of its shareholders forthe purpose of obtaining the shareholders resolutions on the items as listed in**Schedule 5**“**ShareholdersMeeting Items**” and to recommend that the shareholders authorise suchactions, and to take all other actions necessary to satisfy the Conditions.

 

8.6                                 Each of the Sellers undertakes to vote in favour of the items 2 through5 as listed in the agenda for the shareholders’ meeting which is scheduled totake place on 11 March 2005**,**which agendais attached hereto as **Schedule 6**“**Agenda**” and each of the Sellersundertakes not to vote in favour of any items that have not been put on theagenda of such shareholders’ meeting by the management board of the Purchaseror any related meeting of the holders of preference shares C, nor to propose toput items on the agenda for such shareholders’ meeting.

 

8.7                                 The Purchaser shall at all times until Completion keep each of theSellers fully informed of all relevant information on the approvals andconsents necessary for, and on the obtaining of, the financings for thepurchase of the Shares.

 

8.8                                 Each of the Sellers undertakes as of the date of this Agreement untilits Call Option expires under Clause 5.3, either alone or acting in concertwith others, without the Purchaser’s prior written consent and other thanexercising the Call Option or tendering the Option Shares under a Bid, not to:

 

(i)                                     except as may otherwise be contemplated by this Agreement, (announce anintention to) directly or indirectly, acquire or dispose of, agree or offer toacquire or to dispose of, or solicit, encourage or cause another person toacquire or offer to acquire, alone or with others, an interest in anysecurities (equity and debt) of the Purchaser or enter into an agreement orarrangement as a result of which it may acquire an interest in any securitiesof the Purchaser (equity and debt) or finance any such acquisition by anotherperson; or

 

(ii)                                  knowingly act as an advisor or consultant to any person or legal entityin connection with such person or legal entity’s intentions, efforts or offers(either actual or potential) to acquire or dispose of any securities (equity ordebt) of the Purchaser; or

 

(iii)                               make or in any way participate in, any solicitation of voting rightsattaching to any securities (equity and debt) of the Purchaser or in anyderivative products related to any such securities or interests in any of them,or seek to advise or to influence, alone or in concert, any person with respectto the voting on the shares of the Purchaser, except as provided in thisAgreement; or

 

(iv)                              announce or make, or cause another person to announce or make, any sortof offer for any securities (equity or debt) of the Purchaser; or

 

(v)                                 enter into any agreement or arrangement or do or omit to do any act as aresult of which it may become obliged to announce or to make any sort of offerfor any securities (equity or debt) of the Purchaser; or

 

(vi)                              enter into any agreement or arrangement with any person relating to orconnected with any of the foregoing.

 

----

 

**9.**                                      SUPERVISORY BOARD MEMBERS

 

9.1                                 Delivered herewith is the resignation in the form of **Schedule 10 “Form of Conditional Resignation”**,contingent and effective upon the Completion occurring, of Mr. J.J. Hannanfrom his position as a supervisory board member of the Purchaser as ofCompletion. Notwithstanding his resignation or the effectiveness thereof, Mr.J.J. Hannan shall retain all rights to indemnification by the Purchaser withrespect to his service on the supervisory board to which he is or wouldotherwise be entitled under any existing arrangements with the Purchaser orunder the current articles of association or applicable law.

 

9.2                                 Delivered herewith is the resignation in the form of **Schedule 10 “Form of Conditional Resignation”**,contingent and effective upon the Completion occurring, of Mr. S.W. Barnesfrom his position as a supervisory board member of the Purchaser as ofCompletion. Notwithstanding his resignation or the effectiveness thereof, Mr.S.W. Barnes shall retain all rights to indemnification by the Purchaser withrespect to his service on the supervisory board to which he is or wouldotherwise be entitled under any existing arrangements with the Purchaser orunder the current articles of association or applicable law.

 

9.3                                 Purchaser undertakes to ensure that Mr. J.J. Hannan andMr. S.W. Barnes will as former supervisory board members remaininsured in respect of the period that they have served on the supervisory boardof the Purchaser under a directors and officers insurance policy for a periodof three years after Completion, with coverage equivalent to the coveragemaintained during the period that he was a member of the supervisory board. ThePurchaser acknowledges that it has no claim of whatever nature outstandingagainst either Mr. J.J. Hannan or Mr. S.W. Barnes and undertakes to put as anitem on the agenda of the April 2005 annual shareholders’ meeting therelease of liability (*déchargeverlening*)for the supervision of the management of the Purchaser by Mr. J.J. Hannan orMr. S.W. Barnes for the financial year 2004 and to put as an item on the agendaof the April 2006 annual shareholders’ meeting the release of liability (*déchargeverlening*) for the supervision of the management ofthe Purchaser by Mr. J.J. Hannan or Mr. S.W. Barnes for the financial year 2005until Completion.

 

**10.**                               CONFIDENTIALITY

 

10.1                           Except as otherwise provided in this Clause 10, no party shall make orpermit any person to make any announcement concerning the sale and purchase ofthe Shares as contemplated herein or any ancillary matter before Completion.

 

10.2                           Each Seller shall and shall procure that until two years after the datehereof:

 

(i)                                     it shall keep confidential all confidential information provided to itby or on behalf of the Purchaser which relates to any member of the Purchaser’sGroup; and

 

(ii)                                  if after Completion such Seller holds confidential information relatingto the Purchaser, it shall keep that information confidential and, to theextent reasonably practicable, shall return that information to the Purchaseror destroy it, in each case without retaining copies.

 

10.3                           Nothing in this Clause prevents any announcement being made or anyconfidential information being disclosed:

 

(i)                                     with the written approval of the other parties, which in the case of anyannouncement shall not be unreasonably withheld or delayed; or

 

----

 

(ii)                                  to the extent required by law or any competent regulatory body(including the United States Securities and Exchange Commission or any(foreign) securities exchange); or

 

(iii)                               to the extent necessary for a successful completion of the transactionscontemplated by this Agreement (including the Securities Issue or the obtainingof financing for the purchase of the Shares) and the necessary actions to betaken and statements to be made for such successful completion (includingdisclosure in press releases, prospectus or shareholders circulars, statementsto be made during any shareholders meeting of the Purchaser, any roadshowpresentations or discussions with credit rating agencies etcetera).

 

**11.**                               NOTICES

 

11.1                           Any notice (including a Call Option Exercise Notice) or other formalcommunication given under this Agreement other than information given underClause 8.7, must be in writing (which includes fax, and email if immediatelyconfirmed by fax by such dispatching party) and may be delivered in person, orsent by overnight courier or fax to the party to be served at its addressappearing in this Agreement as follows:

 

### **to any of the Apollo Holders at:**

 

c/oApollo Management IV, L.P.

TwoManhattenville Road

Purchase,New York 10577

Fax:+ 1 914-694-8032

markedfor the attention of: Mr. Anthony Tortorelli

Email:tortorelli@apollolp.com

 

### with a copy to:

###  

Morgan, Lewis & Bockius LLP

300 S. Grand Avenue, Suite 2200

Los Angeles, California 90071

Fax: + 1-213-612-2501

Email: jhartigan@morganlewis.com

marked for the attention of: John F. Hartigan, Esq.,

 

### **to any of the Bain Holders at:**

###  

c/oBain Capital Partners

111Huntington Ave.

Boston,Massachusetts 02199

Fax:+ 1 617-516-2219

Email:sbarnes@baincapital.com

markedfor the attention of: Mr. Steve Barnes

 

### with a copy to:

###  

Kirkland & Ellis International LLP

Tower 42

25 Old Broad Street

London EC2N 1HQ

United Kingdom

Fax: + 44 20-7816-8800

Email: jlearner@kirkland.com

marked for the attention of: James L. Learner,

 

----

 

### **to Peder Smedvig Capital AS at**:

 

c/oSmedvig Capital

20St. James’s Street

LondonSW1A 1ES

UnitedKingdom

Fax:+ 44 20-7451-2101

Email:ac@smedvigcapital.com

markedfor the attention of: Mr. Alistair Cairns,

 

### **to MidOcean Capital Investors, LP at**:

 

320Park Avenue, 17th Floor

NewYork, New York 10022

Fax:+1 212-497-1373

Email:nmcgrane@midoceanpartners.com

markedfor the attention of: Nicky McGrane

 

### **to the Purchaser at:**

 

BuhrmannN,V.

Hoogoorddreef 62

1101 BE  Amsterdam Zuid-Oost

Fax: + 31 20-651-1104

Email:heidi.van.der.kooij@buhrmann.com

markedfor the attention of: The General Counsel and Company Secretary,

 

### with a copy to:

 

Allen & Overy LLP

Apollolaan 15

1077 AB Amsterdam, the Netherlands

Fax: +31.20 674 1835

Email: maarten.muller@allenovery.com

marked for the attention of: Maarten H. Muller, Esq.,

 

or at such other address or fax number as the Apollo Holder mentionedabove, the Bain Holder mentioned above, Peder Smedvig or MidOcean may notify tothe other parties under this Clause, provided that a notice to any of theApollo Holders shall be deemed to be a notice to all of them or any of themindividually, and that a notice to any of the Bain Holders shall be deemed tobe a notice to all of them or any of them individually.

 

11.2                           Any notice or other communication shall be deemed to have been given:

 

(i)                                     if delivered in person, at the time of delivery; or

 

(ii)                                  if sent by overnight courier at 10.00 a.m. (local time at the place ofdestination) on the fifth Business Day after it was put into the post byovernight courier; or

 

----

 

(iii)                               if sent by fax or by email followed by fax, on the date of transmission,if transmitted before 3.00 p.m. (local time at the place of destination) on anyBusiness Day and in any other case on the Business Day following the date oftransmission).

 

11.3                           In proving the giving of a notice or other communication it shall besufficient to prove that delivery in person was made or that the envelopecontaining the communication was properly addressed and tendered to theovernight carrier, or that the fax was properly addressed and transmitted, asthe case may be.

 

**12.**                               FURTHER ASSURANCES

 

12.1                           On or after Completion each Seller and Purchaser shall, at its own costand expense, execute and do (or procure to be executed and done by any othernecessary party) all such deeds, documents, acts and things as the Purchaser orthe Sellers, respectively, may from time to time reasonably require in order tovest any of the Shares in the Purchaser, to provide the Sellers with thebenefits of their respective Call Options or as otherwise may be necessary togive full effect to this Agreement.

 

12.2                           The Purchaser shall, at its own cost and expense, procure the conveningof all meetings, the giving of all waivers and consents and the passing of allresolutions as are necessary under its constitution or any agreement orobligation affecting it to give effect to this Agreement.

 

**13.**                               ASSIGNMENTS

 

13.1                           Except as provided in Clause 5.5, no party may assign any of its rightsor transfer any of the obligations under this Agreement without the priorwritten consent of the other party(ies).

 

**14.**                               PAYMENTS

 

14.1                           Unless otherwise expressly stated all payments to be made under thisAgreement to any of the Sellers shall be made in U.S. dollars to such Sellerpursuant to wire transfer instructions to be provided by such Seller to theNotary at least 2 Business Days before payment is to be made. Where payment isrequired to be transferred into the Notary’s third party account, payment shallbe made in U.S. dollars as follows:

 

to the third party bank account of the Notary at:

 
| Bank:              |   | ABN AMRO Bank                |
|--------------------|--------|------------------------------|
|               |   |                         |
| BIC code:          |   | ABNANL2R                     |
| account name:      |   | Allen & Overy Notarissen |
| account number:    |   | 555.886.999                  |
| with reference to: |   | 41936-00177                  |

 

**15.**                               GENERAL

 

15.1                           Save as otherwise provided in this Agreement, or as otherwisespecifically agreed in writing by the parties after the date of this Agreement,each party will pay the costs and expenses (including Taxation) incurred by itin connection with the entering into, and completion of, this Agreement,including without limitation in respect of their obligations in satisfying theConditions and the other requirements for transferring the Shares.Notwithstanding the foregoing, each of the Sellers agrees that such Sellershall pay its *pro rata* portion, in proportionto the portion of the Cash Purchase Price received by such Seller, of theaggregate costs for advisers incurred by the Sellers in connection with thenegotiation, execution and closing of the transactions contemplated in thisAgreement.

 

----

 

15.2                           The fees and costs of the Notary will be paid by the Purchaser.

 

15.3                           This Agreement may be executed in any number of counterparts. This hasthe same effect as if the signatures on the counterparts were on a single copyof this Agreement.

 

15.4                           The rights of each party under this Agreement:

 

(i)                                     may be exercised as often as necessary; and

 

(ii)                                  are cumulative and not exclusive of rights and remedies provided by law.

 

15.5                           Any waiver of any right by any party to this Agreement shall be inwriting, shall be signed by such party, and shall specifically refer to thisAgreement. No waiver of any breach of this Agreement or any provision containedherein shall be deemed a waiver of any preceding or succeeding breach thereofnor of any other agreement or provision herein contained. No waiver orextension of time for performance of any obligations or acts shall be deemed awaiver or extension of the time for performance of any other obligations oracts.

 

**16.**                               WHOLE AGREEMENT

 

16.1                           This Agreement contains the whole agreement between the parties relatingto the transactions contemplated by this Agreement and supersedes all previousagreements, whether oral or in writing, between the parties relating to thesetransactions.

 

**17.**                               NO RESCISSION, NO ANNULMENT

 

17.1                           The Sellers and the Purchaser waive the right to rescind (*ontbinden*) or to annul (*vernietigen*)this Agreement or to demand rescission (*ontbinding*) or annulment(*vernietiging*) hereof, other thanspecifically provided for in this Agreement.

 

**18.**                               SEVERAL LIABILITY

 

18.1                           Any and all responsibility, obligation, or liability of the Sellers orany of the Sellers under this Agreement shall be several with respect to eachSeller or such Seller, and none of the responsibilities, obligations orliabilities of any Seller shall be interpreted to be joint with any otherSeller.

 

**19.**                               GOVERNING LAW

 

19.1                           This Agreement is governed by and shall be construed in accordance withthe laws of the Netherlands. For the avoidance of doubt, this Clause 19.1 inand of itself shall not preclude the application of the securities laws of theUnited States.

 

**20.**                               ARBITRATION

 

20.1                           All disputes arising out of or in connection with this Agreement(including questions in respect of the authority of the arbitrators) will befinally settled by arbitration in accordance with the rules of the NetherlandsArbitration Institute (*Nederlands ArbitrageInstituut*). The arbitral tribunal will be composed of threearbitrators appointed in accordance with those rules. The place of thearbitration will be Amsterdam, the Netherlands. The language of the arbitrationwill be English. The arbitrators will decide according to the rules of law.

 

----

 

**21.**                               DATE

 

21.1                           This Agreement has been signed by the parties (or their duly authorisedrepresentatives) as of the date stated at the beginning of this Agreement.

 

----

 

**SIGNEDAND AGREED:**

 
| For  and on behalf of **BUHRMANN N.V.**                      |
|--------------------------------------------------------------|
|                                                         |
|                                                         |
|                                                         |   |
| By:                                                          |
|                                                         |
| For  and on behalf of **APOLLO INVESTMENT FUND  IV, L.P.**   |
|                                                         |
| **APOLLO  ADVISORS IV, L.P.**                                |
| Its General Partner                                          |
|                                                         |
| By:                                                          | **APOLLO CAPITAL MANAGEMENT IV, INC.** |
| Its General Partner                                          |
|                                                         |
|                                                         |
|                                                         |   |
| By:                                                          | Larry  Berg |
| Title:                                                       | Vice  President |
|                                                         |   |
|                                                         |
| For  and on behalf of **APOLLO OVERSEAS PARTNERS  IV, L.P.** |
|                                                         |
|                                                         |
| **APOLLO  ADVISORS IV, L.P.**                                |
| Its General Partner                                          |
|                                                         |
| By:                                                          | **APOLLO CAPITAL MANAGEMENT IV, INC.** |
| Its General Partner                                          |
|                                                         |
|                                                         |
|                                                         |   |
| By:                                                          | Larry  Berg |
| Title:                                                       | Vice  President |
|                                                         |
|                                                         |
| For  and on behalf of **AP OFFICE LLC**                      |
|                                                         |
|                                                         |
| **APOLLO  MANAGEMENT IV, L.P.**                              |
| Its Manager                                                  |
|                                                         |
|                                                         |
| By:                                                          | **AIF IV MANAGEMENT, INC.** |
| Its General Partner                                          |
|                                                         |
|                                                         |
|                                                         |   |
| By:                                                          | Larry  Berg |
| Title:                                                       | Vice  President |
|                                                              |  |  |

 

----

 
| For  and on behalf of **BAIN CAPITAL FUND VI,  L.P.** |
|-------------------------------------------------------|
|                                                  |
|                                                  |
| **Bain  Capital Partners VI, L.P.**                   |
| Its General Partner                                   |
|                                                  |
| By:                                                   | **Bain Capital Investors, LLC** |
| Its General Partner                                   |
|                                                  |
|                                                  |
|                                                  |   |
| By:                                                   | Steve  Barnes |
| Title:                                                | Managing  Director |
|                                                  |
|                                                  |
| For  and on behalf of **BCIP ASSOCIATES II**          |
|                                                  |
|                                                  |
| **Bain  Capital Investors, LLC**                      |
| Its Managing  Partner                                 |
|                                                  |
|                                                  |
|                                                  |   |
| By:                                                   | Steve  Barnes |
| Title:                                                | Managing  Director |
|                                                  |
|                                                  |
| For  and on behalf of **BCIP ASSOCIATES II-C**        |
|                                                  |
| **Bain Capital, Investors, LLC**                      |
| Its Managing  Partner                                 |
|                                                  |
|                                                  |
|                                                  |   |
| By:                                                   | Steve  Barnes |
| Title:                                                | Managing  Director |
|                                                  |
|                                                  |
| For  and on behalf of **BCIP TRUST ASSOCIATES II**    |
|                                                  |
| **Bain  Capital, Investors, LLC**                     |
| Its Managing  Partner                                 |
|                                                  |
|                                                  |
|                                                  |   |
| By:                                                   | Steve  Barnes |
| Title:                                                | Managing  Director |
|                                                       |  |  |

 

----

 
| For  and on behalf of **BCIP TRUST ASSOCIATES  II-B**             |
|-------------------------------------------------------------------|
| ** **                                                        |
| **Bain Capital Investors, LLC**                                   |
| Its Managing  Partner                                             |
|                                                              |
|                                                              |
|                                                              |   |
| By:                                                               | Steve  Barnes |
| Title:                                                            | Managing  Director |
|                                                              |
|                                                              |
| For  and on behalf of **BAIN CAPITAL VI  CO-INVESTMENT FUND, LP** |
|                                                              |
| **Bain Capital Partners VI, L.P.**                                |
| Its General Partner                                               |
|                                                              |
| By: **Bain Capital Investors, LLC**.                              |
| Its General Partner                                               |
|                                                              |
|                                                              |
|                                                              |   |
| By:                                                               | Steve  Barnes |
| Title:                                                            | Managing  Director |
|                                                              |
|                                                              |
| For  and on behalf of **BCIP ASSOCIATES II-B**                    |
|                                                              |
| **Bain  Capital Investors, LLC**                                  |
| Its Managing  Partner                                             |
|                                                              |
|                                                              |
|                                                              |   |
| By:                                                               | Steve  Barnes |
| Title:                                                            | Managing  Director |
|                                                              |
|                                                              |
| For  and on behalf of **PEP INVESTMENTS PTY.  LIMITED**           |
|                                                              |
| **Bain  Capital Investors, LLC**                                  |
| Its  Attorney-in-fact                                             |
|                                                              |
|                                                              |
|                                                              |   |
| By:                                                               | Steve  Barnes |
| Title:                                                            | Managing  Director |
|                                                                   |  |  |

 

----

 
| For  and on behalf of **PEDER SMEDVIG CAPITAL AS**        |
|-----------------------------------------------------------|
|                                                      |
|                                                      |
|                                                      |   |
| By:                                                       | Odd  Torland |
| Title:                                                    | Managing  Director |
|                                                      |
|                                                      |
| For  and on behalf of **MIDOCEAN CAPITAL  INVESTORS, LP** |
|                                                      |
| MidOcean  Capital Partners, L.P.                          |
| Its General Partner                                       |
| By: Existing Fund  GP, Ltd                                |
| Its General Partner                                       |
|                                                      |
|                                                      |
|                                                      |   |
| By:.                                                      |
| Title:                                                    |
|                                                           |  |  |

 

----

 

**SCHEDULE 1**

 

**THE SHAREHOLDINGS**

 
| (A)                                    |   | (B)                                  |   | (C)                                                 |        | (D)                        |       |
|----------------------------------------|--------|--------------------------------------|--------|-----------------------------------------------------|-------------|----------------------------|------------|
| Name of Seller                         |   | Number of  preference  shares C |   | Amount of**Cash  Purchase Price  (U.S. $)**         |        | Number of Option**Shares** |       |
| Apollo Investment  Fund IV, L.P.       |   | 25.403                               |   | $                                                   | 302,777,116 |                       | 21,252,624 |   |
| Apollo Overseas  Partners IV, L.P.     |   | 1.412                                |   | $                                                   | 16,829,559  |                       | 1,181,306  |   |
| AP Office LLC                          |   | 1.244                                |   | $                                                   | 14,827,175  |                       | 1,040,754  |   |
| Bain Capital Fund  VI, LP              |   | 7.084                                |   | $                                                   | 84,433,850  |                       | 5,926,607  |   |
| Bain Capital VI  CoInvestment Fund, LP |   | 4.937                                |   | $                                                   | 58,843,862  |                       | 4,130,386  |   |
| BCIP Associates II                     |   | 649                                  |   | $                                                   | 7,735,399   |                       | 542,966    |   |
| BCIP Associates  II-B                  |   | 94                                   |   | $                                                   | 1,120,381   |                       | 78,642     |   |
| BCIP Associates  II-C                  |   | 277                                  |   | $                                                   | 3,301,550   |                       | 231,743    |   |
| BCIP Trust  Associates II              |   | 187                                  |   | $                                                   | 2,228,844   |                       | 156,448    |   |
| BCIP Trust  Associates II-B            |   | 78                                   |   | $                                                   | 929,678     |                       | 65,256     |   |
| PEP Investments Pty  Limited           |   | 23                                   |   | $                                                   | 274,136     |                       | 19,242     |   |
| Peder Smedvig  Capital AS              |   | 372                                  |   | $                                                   | 4,433,849   |                       | 311,222    |   |
| MidOcean Capital  Investors, LP        |   | 1.868                                |   | $                                                   | 22,264,601  |                       | 1,562,804  |   |
| Totals:                                |   | 43.628  preference  shares C    |   | U.S. $520,000,000  (plus accrued  interest, if any) |        | 36,500,000  Option Shares  |       |

 

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**SCHEDULE 2**

 

**INTEREST**

 

If Completion is on or before 1 April 2005,interest is nil. If Completion is on or after 2 April 2005, interest shallaccrue on the amount of the Cash Purchase Price to be paid to each Seller atthe rate of 6% per annum for each day after 1 April 2005.

 

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**SCHEDULE 3**

 

**PURCHASER’SWARRANTIES**

 

**1.**                                      The Purchaser is a corporation thatis duly organised and validly existing under the laws of the Netherlands, withthe requisite power and authority to enter into and perform its obligationsunder this Agreement, and has taken all necessary corporate action to authorisethe execution and performance thereof, subject to the Conditions to befulfilled.

 

**2.**                                      This Agreement constitutes, or tothe extent executed subsequent to the date hereof will constitute, following theexecution and delivery thereof, the valid and legally binding obligations ofthe Purchaser, enforceable against it in accordance with the respective terms,subject to enforcement of remedies to applicable bankruptcy, insolvency,reorganisation and other laws affecting generally the enforcement of the rightsof creditors and subject to the discretionary authority of a court of competentjurisdiction with respect to the granting of a decree ordering specificperformance or other equitable remedies.

 

**3.**                                      The execution, delivery andperformance by the Purchaser of this Agreement shall not violate the provisionsof the law applicable to the Purchaser and its articles of association (each asamended from time to time) or any resolution of its supervisory board ormanagement board or other corporate governing body or of its shareholders.

 

**4.**                                      The Purchaser is not precluded bythe terms of any contract, agreement or other instrument from entering intothis Agreement or consummating the transactions contemplated herein.

 

**5.**                                      No material consents, approvals,orders or authorisations of, or registrations, or declarations of filing with,any person are required in connection with the execution and delivery andconsummation of this Agreement except for the Conditions to be fulfilled.

 

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**SCHEDULE 4**

 

**SELLERS’ WARRANTIES**

 

**1.**                                      Each of the Apollo Holders is alimited partnership or limited liability company duly organised and existing ingood standing under the laws of the jurisdiction of its formation, with therequisite power and authority to enter into and perform its obligations underthis Agreement. Each Apollo Holder has taken all necessary limited partnershipor limited liability company action, as applicable, to authorise the executionand performance of this Agreement.

 

**2.**                                      Each of the Bain Holders other thanPEP Investments Pty Limited is a limited partnership or partnership dulyorganised and existing in good standing under the laws of the jurisdiction ofits formation, with the requisite power and authority to enter into and performits obligations under this Agreement. Each Bain Holder other than PEPInvestments Pty Limited has taken all necessary limited partnership orpartnership action, as applicable, to authorise the execution and performanceof this Agreement.

 

**3.**                                      PEP Investments Pty Limited andPeder Smedvig Capital AS are corporations duly organised and validly existingunder the laws of the jurisdiction of their incorporation, with the requisitepower and authority to enter into and perform their obligations under thisAgreement, and have taken all necessary corporate action to authorise theexecution and performance thereof.

 

**4.**                                      MidOcean Capital Investors, LP is alimited partnership duly organised and existing in good standing under the lawsof the jurisdiction of its formation, with the requisite power and authority toenter into and perform its obligations under this Agreement. MidOcean CapitalInvestors, LP has taken all necessary limited partnership to authorise theexecution and performance of this Agreement.

 

**5.**                                      This Agreement constitutes or tothe extent executed subsequent to the date hereof will constitute, followingexecution and delivery thereof, the valid and legally binding obligations ofsuch Seller, enforceable against it in accordance with the respective terms,subject to enforcement of remedies to applicable bankruptcy, insolvency,reorganisation and other laws affecting generally the enforcement of the rightsof creditors and subject to the discretionary authority of a court of competentjurisdiction with respect to the granting of a decree ordering specificperformance or other equitable remedies.

 

**6.**                                      The execution, delivery andperformance by such Seller of this Agreement shall not violate the provisionsof applicable law in the respective jurisdiction of such Seller’s formation orincorporation, the certificate of formation or articles of association of suchSeller (as amended from time to time), if any, as applicable, or any resolutionof its governing body or of its members, partners or shareholders.

 

**7.**                                      Such Seller is not precluded by theterms of any contract, agreement or other instrument from entering into thisAgreement, or consummating the transactions contemplated herein.

 

**8.**                                      No material consents, approvals,orders or authorisations of, or registrations, notifications or declarations offiling with, any person are required in connection with the execution, deliveryand consummation by such Seller of this Agreement, except for the Conditions tobe fulfilled.

 

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**9.**                                      At Completion, each of the Sellersshall own such Seller’s Shares free and clear of any Encumbrance on or over oraffecting any of the Shares held by such Seller and, other than this Agreement,there is no agreement or commitment to give or create any of the foregoing.

 

**10.**                               Such Seller is the record owner ofthe Shares listed opposite to its name in Schedule 1 “TheShareholdings” andsuch Seller has the right to sell and on Completion will have the right totransfer legal and economic ownership of such Shares to the Purchaser on theterms set out in this Agreement.

 

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**SCHEDULE 5**

 

**SHAREHOLDERS’MEETING ITEMS**

 

**1.**                                      The authorisation of the managementboard for the ordinary shares of the Securities Issue;

 

**2.**                                      The authorisation of the managementboard for the purchase of the Shares by the Purchaser;

 

**3.**                                      The authorisation of the managementboard for the issue of Option Shares in the event that the Call Options grantedto the Sellers will be exercised, as set forth in the form of resolutionattached hereto, which Call Options cannot be exercised for more than anaggregate of 36,500,000 Option Shares, as adjusted pursuant to the Schedule 8 “Call Option Terms and Conditions”;

 

**4.**                                      Subject to Completion havingoccurred, the amendment of the articles of association of the Purchasersubstantially in the form of the draft deed attached hereto as Schedule 11 “Draft Articles of Association”.

 

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**SCHEDULE 6**

 

**AGENDA**

 

**Translation of draft (7) dated 22 February 2005**

 

**AGENDA FOR THE EXTRAORDINARY GENERAL MEETING OFSHAREHOLDERS OF BUHRMANN NV, TO BE HELD ON FRIDAY 11 MARCH 2005 AT 9.30 AMAT THE OKURA HOTEL, FERDINAND BOLSTRAAT 333 IN AMSTERDAM**

 

**1****                                        ****Opening**

 

**2****                                        ****Proposal to authorise theacquisition by the Company of preference shares C in its own****          ****capital (see explanation)**

 

**3****                                        ****Proposal to amend the articles ofassociation (see explanation)**

 

**4****                                        ****Proposal for the authorisation ofthe Executive Board as the authorised body to:**

**A****                                      ****issue shares and to grant rightsto take up shares**

**B****                                      ****exclude the pre-emptive rightsaccruing to shareholders**

**(seeexplanation)**

 

**5****                                        ****Proposal to use the Englishlanguage for drawing up the financial statements, the annual****                                                ****report and other information (seeexplanation)**

 

**6****                                        ****Any other business**

 

**7****                                        ****Close**

 

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**EXPLANATION**

 

**Introduction**

 

This explanation to the agenda (the “**Explanation**”) sets out the background to the proposalsincluded in the agenda (the “**Proposals**”) andis intended to assist the shareholders of Buhrmann NV (the “**Company**”) in making an informed decision when asked to voteon the Proposals at the extraordinary general meeting of shareholders, to beheld on Friday 11 March 2005 at 9:30 am.

 

*General Background*

 

On 23 February 2005,the Company announced that it had entered into an agreement, pursuant to whichit intends to repurchase all outstanding preference shares C in its own capital(the “**Repurchase**”). The purchase price forthe Repurchase consists of (i) a cash payment in the amount of US$ 520,000,000and (ii) the granting of rights to take up 36,500,000 ordinary shares at anexercise price of EUR 10 per share, to be adjusted under customaryanti-dilution provisions (the “**Call Options**”).The Call Options can only be exercised (i) if the Company announces before 30 December 2005that it expects to agree or has agreed with a third party that a public bidshall be made on all outstanding shares in the capital of the Company; and (ii)subject to the completion of a public bid in relation to all outstanding sharesin the capital of the Company on or before 30 December 2006.

 

The Repurchase isconditional on, inter alia, the raising by the Company of the funds required tosatisfy the agreed purchase price of US$ 520,000,000. On the same date, theCompany announced its intention to fund the Repurchase with a combination of:

(a)                                  the proceeds of an underwritten rights offering of newordinary shares (the “**Offering**”);

(b)                                 the proceeds of an issue of certain debt securities(the “**Debt Securities**”); and

(c)                                  cash at hand.

 

The preference shares C were issued to, amongstothers, the Apollo Investment IV, LLP and Bain Capital, LLC investment groupsin October 1999 in the context of the financing of the Company’sacquisition of Corporate Express. The preference shares C have specific rightsattached to them. For example, the holders of preference shares C have aconditional right to nominate two members of the Supervisory Board and incertain circumstances have consent rights in relation to material transactionsof the Company. The Company intends to, after completion of the Repurchase,simplify its capital structure by converting all preference shares C intoordinary shares (the “**Conversion**”)and deleting all references to preference shares C from its articles ofassociation. The Company also intends to make certain other amendments to itsarticles of association, which are explained in more detail in paragraph 3 ofthis Explanation.

 

*Background to the Proposals*

 

A repurchase of shares, such as the Repurchase,may only be effected by the Executive Board if the Executive Board has been soauthorised by the general meeting of shareholders. Under agenda item 2, it istherefore proposed that the general meeting of shareholders authorises theExecutive Board to effect the Repurchase. For more information, see paragraph 2of this Explanation.

 

In order to effect the Conversion and to deleteall references to preference shares C in the articles of association, anamendment of the articles of association is required, to be resolved by thegeneral

 

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meeting of shareholders, as proposed underagenda item 3. For more information, see paragraph 3 of this Explanation.

 

It will be proposed to the general meeting ofshareholders to authorise the Executive Board to issue the full number ofshares and grant the full number of rights to take up shares proposed for thepurposes of the Offering. For more information on agenda item 4.A, seeparagraph 4 of this Explanation.

 

In certain countries, selling restrictions onthe offering of shares and rights to take up shares apply. This requires theCompany to exclude the pre-emptive rights (*voorkeursrechten*)accruing to shareholders pursuant to article 11 of the Company’s articlesof association and section 2:96a of the Dutch Civil Code in the context ofthe Offering and it will therefore be proposed to the general meeting ofshareholders to authorise the Executive Board to do so. For more information onagenda item 4.B, see paragraph 4 of this Explanation.

 

In relation to the Offering, and subject to theProposals being adopted, a prospectus will be prepared and made available inaccordance with the listing rules of Euronext Amsterdam N.V. For the avoidanceof doubt: this Explanation does not constitute a prospectus for the Offering orany (other) form of supporting, marketing or selling document in connectiontherewith and does not constitute an offer nor an invitation to subscribe for orpurchase any subscription rights or shares of the Company.

 

**2****                                        ****Proposal to authorise theacquisition by the Company of preference shares C in its own capital**

 

It is proposed to authorise the Executive Boardto, subject to the approval of the Supervisory Board and within the limitsprescribed by law and the articles of association, for valuable consideration(by means of a private sale) acquire all 43,628****currentlyoutstanding preference shares C in the capital of the Company for a totalpurchase price consisting of (i) a cash amount of US$ 520,000,000 and (ii)granting of the Call Options.

 

The Repurchase shallonly be effectuated on the conditions that:

(a)                                  the general meeting of shareholders authorises the Executive Board inconformity with the proposals under agenda item 4 as the body authorised toresolve to issue shares and to grant rights to take up shares, and to excludethe pre-emptive rights accruing to shareholders; and

(b)                                 the intended Offering and issue of Debt Securities succeed, such thatthe Company has sufficient financial means available to pay the cash amount ofthe purchase price due in order to acquire the preference shares C.

 

The authorisation toacquire preference shares C referred to above leaves unaffected theauthorisation granted by the general meeting of shareholders on 29 April 2004to, within the limits prescribed by law and the articles of association,acquire at the stock exchange or otherwise, for valuable consideration,(depositary receipts for) shares in the capital of the Company at a pricebetween the amount of 1 euro cent and the amount that equals 110% of the marketprice of these (depositary receipts for) shares on the official segment of thestock exchange of Euronext Amsterdam N.V., the market price being the average ofthe highest price per (depositary receipt for a) share on each of five days oftrading prior to the date of acquisition as shown in the Official Price List ofEuronext Amsterdam N.V.

 

**3****                                        ****Proposal to amend the articles ofassociation**

 

It is proposed to amend the articles ofassociation in order to convert the preference shares C – after the Repurchase– into ordinary shares and to delete all references to preference shares C. Atthis occasion the authorised capital shall be increased to EUR 1,080,000,000, dividedinto 395,000,000 ordinary shares, 55,000,000 preference shares A and450,000,000 preference shares B of EUR 1.20

 

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each. Finally, it is – among other things –proposed to update the objects clause of the Company, to include a provision onthe indemnity of members of the Executive Board and of the Supervisory Board,and to make certain technical amendments thereto.

 

The amendment of the articles of associationshall only be effected once the Repurchase has been completed.

 

The proposal also entails the granting ofauthority to the Company Secretary, as well as to each (deputy) civil lawnotary and notarial assistant employed at the offices of Allen & Overy LLPin Amsterdam, to apply for the required ministerial declaration of no objectionto the draft deed of amendment of the articles of association and to have thedeed of amendment of the articles of association executed.

 

The copy of the proposal to amend the articlesof association, containing the full text of the proposed amendments, with theexplanation thereto, is available for perusal at the Company’s offices and isavailable there for shareholders and holders of depositary receipts free ofcharge.  The aforementioned copy of theproposal to amend the articles of association and the explanation thereto canalso be found on the website of the Company (www.buhrmann.com).

 

**4****                                        ****Proposal for the authorisation ofthe Executive Board as the authorised body to:**

**A****                                      ****issue shares and to grant rightsto take up shares**

**B****                                      ****exclude the pre-emptive rightsaccruing to shareholders**

 

A                                      It is proposed to resolve to authorise the ExecutiveBoard to - subject to the approval of the Supervisory Board - resolve to:

(a)                                   issue up to a maximum of 42,998,485 ordinary sharesagainst an issue price of at least EUR 5.82 per share; and

(b)                                  grant rights to take up 36,500,000 ordinary shares atan exercise price of EUR 10 per share, to be adjusted under customaryanti-dilution provisions (the Call Options).

 

TheCall Options are granted as part of the purchase price in respect of the Repurchase.It has been agreed in relation the Repurchase that if the Call Options areexercised, such exercise shall take place in a cashless manner. Upon exerciseof the Call Options, the Company may determine - also subject to what may beagreed with the bidder under the public bid for all outstanding shares in thecapital of the Company - whether the difference between the bid price under thepublic bid and the exercise price of the Call Options will be paid:

•                                          by the bidder in cash or in shares in the capital ofthe bidder (or a combination thereof); or

•                                          by the Company in cash or in shares in the capital ofthe Company.

 

TheExecutive Board is charged with determining the further details and allocationof the issue of shares referred to under (a) and the granting of rights to takeup shares as referred to under (b), the latter to be adjusted under customaryanti-dilution provisions.

 

B                                        It is proposed to resolve to authorise the Executive Board to - subjectto the approval of the Supervisory Board - resolve to exclude the pre-emptiverights (*voorkeursrechten*) accruing toshareholders pursuant to article 11 of the Company’s articles ofassociation and section 2:96a of the Dutch Civil Code, in respect of theissuance of ordinary shares and the granting of rights to take up ordinaryshares pursuant to agenda item 4.A.

 

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The authorisationsreferred to above leave unaffected the granting by the general meeting ofshareholders on 29 April 2004 to the Executive Board of the authority to,subject to the approval of the Supervisory Board, for a period of 18 monthsafter the date of that meeting:

A.                                   1.                                       resolve to issue shares and to grant rights to take upshares up to a maximum of 10% of the issued share capital at the time of thatresolution, on the understanding that in case a decision to issue to issueshares and to grant rights to take up shares is related to a merger oracquisition this percentage is extended to 20%;

2.                                       resolve to issue preference shares B and to grant rights to take upthese shares up to a maximum of 100 % of the issued share capital at the timeof that resolution,

andfurthermore on such conditions as will be determined in respect of each issueby the Executive Board with the approval of the Supervisory Board;

B.                                     resolve to restrict or exclude the pre-emptive rights (*voorkeursrechten*) accruing to shareholders pursuant to article 11of the Company’s articles of association and section 2:96a of the DutchCivil Code, in respect of an issuance of ordinary shares and a granting ofrights to take up ordinary shares pursuant to a resolution of the ExecutiveBoard, subject to approval of the Supervisory Board.

 

**5****                                        ****Proposal to use the Englishlanguage for drawing up the financial statements, the annual report and otherinformation**

 

It is proposed to, asfrom the financial year 2005, use the English language for drawing up thefinancial statements, the annual report, the auditor’s statement and the otherinformation as referred to in section 2:392 of the Dutch Civil Code. Theuse of the English language has always been obligatory for Form 20-F. TheCompany is an internationally active business. The members of the ExecutiveBoard and the Supervisory Board are of different nationalities and use theEnglish language as common business language. The English language is also usedas the language when communicating with investors and analysts. The use of theEnglish language for the financial statements, the annual report, the auditor’sstatement, the other information as referred to in section 2:392 of theDutch Civil Code and Form 20-F prevents uncertainty with regard to thetranslation and interpretation of these documents.

 

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**SCHEDULE 7**

 

**DEED OF TRANSFER**

 

**Draft dated 1 March 2005**

 

**[Thisis a format for the notarial deeds of transfer of preference shares C in thecapital of Buhrmann N.V., by each of the Apollo Holders, the Bain Holders,Peder Smedvig and MidOcean, to Buhrmann N.V.]**

 

# **DEED OF TRANSFER OF OWN SHARES**

*(BuhrmannN.V.)*

 

This • day of • two thousand and five, there appeared before me, Gerbrand WillemChristiaan Visser, civil law notary in Amsterdam:

1.                                       •,

in this respect acting as attorney-in-fact of:

[•], a • [*state type of company*]*,*organised under the laws of [•], with itsregistered office at [•] [*please provide*](the “**Shareholder**”); and

2.                                       •,

in this respect acting as attorney-in-fact of:

Buhrmann N.V., a public limitedliability company organised under the laws of the Netherlands *(naamloze vennootschap)*, with its registered seat inMaastricht, the Netherlands, its office address at Hoogoorddreef 62, 1101 BEAmsterdam Zuid-Oost, the Netherlands and registered in the Commercial Registerunder number 33250021 (the “**Company**”).

Theaforementioned proxies appear from [•two]written powers of attorney attached to this deed (Annexes).

The personsappearing declared the following:

**RECITALS:**

(A)                    On thetwenty-second day of February two thousand and five the Shareholder -amongst other shareholders of the Company - and the Company have entered intoan agreement (the ‘‘**Share Sale and PurchaseAgreement**’’) regarding the sale and transfer of an aggregate offorty-three thousand six hundred and twenty-eight (43,628) fully paid uppreference shares C in the capital of the Company (the ‘‘**Preference CShares**’’), with a nominal value of one euro and twenty eurocents(EUR 1.20) each, including [•] Preference C Sharesowned of record by the Shareholder, numbered [•] through [•] (the ‘‘**Shares**’’). Acopy of the Share Sale and Purchase Agreement (without annexes) is attached tothis deed (Annex).

(B)                      In complyingwith the transfer obligation arising pursuant to the Share Sale and PurchaseAgreement, the Shareholder and the Company shall hereby effect the transfer ofthe Shares by the Shareholder to the Company on the terms set out below.

**NOWTHEREFORE, THE SHAREHOLDER AND THE COMPANY HAVE AGREED AS FOLLOWS:**

**Article 1.Transfer.**

The Shareholder hereby transfers the Shares to theCompany and the Company

hereby accepts the same from the Shareholder, all onthe terms set out in the Share

Sale and Purchase Agreement and this deed.

 

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**Article 2. Consideration.**

The consideration for the Shares is set out in clauses2.3 and 2.4 of the Share Sale

and Purchase Agreement and shall be settled betweenthe Company and the

Shareholder as set out in these clauses.

**Article 3.Warranties of the Shareholder.**

TheShareholder provided the Company with the warranties as set out in clause 7 andschedule 4 of the Share Sale and Purchase Agreement.

**Article 4.Warranties of the Company.**

4.1                       The Companyprovided the Shareholder with the warranties as set out in clause 6 and schedule 3of the Share Sale and Purchase Agreement.

4.2                       In addition,the Company warrants to the Shareholder that, on this day, the following iscorrect:

(a)                        The Company’sequity according to the last adopted balance sheet, less the aggregate of thepurchase price for the Preference C Shares, the acquisition price for any othershares in the capital of the Company and distributions of profits or at theexpense of reserves to others which have become due from the Company and itssubsidiaries after the thirty-first day of December two thousand and threeat least equals the aggregate of the paid and called up part of the Company’scapital and the reserves which must be maintained pursuant to the law or thearticles of association of the Company.

(b)                       The aggregatenominal value of the Preference C Shares and of shares or depositary receiptsalready held by (or pledged to) the Company and its subsidiaries, does notexceed one-tenth of the Company’s issued capital.

(c)                        The articlesof association of the Company permit the transfer of the Shares.

(d)                       The acquisitionof the Shares has been authorised by the general meeting of shareholders of theCompany on the [•eleventh day of March two thousand and five].

(e)                        The annualaccounts over the financial year of the Company ending on the thirty-first dayof December two thousand and three have been adopted by the generalmeeting of shareholders of the Company on the twenty-ninth day of April twothousand and four.

(f)                          According tothe draft annual accounts over the financial year of the Company ending on thethirty-first day of December two thousand and four, the distributableequity of the Company is sufficient for the Company to be able to pay theconsideration for the Preference C Shares.

 

### Article 5. Rescission(*ontbinding*).

TheShareholder and the Company waive the right to rescind (*ontbinden*)the agreement laid down in this deed or to demand rescission (*ontbinding*) thereof.

 

### Article 6.Civil Law Notary.

The civil lawnotary who executes this deed is a civil law notary holding office with Allen& Overy LLP, the Company’s legal adviser. The Shareholder and the Companyhereby acknowledge that they have been informed of the existence of theOrdinance Containing Rules of Professional Conduct and Ethics (*Verordening beroeps- en gedragsregels*) of the RoyalProfessional Organisation of Civil Law Notaries (*KoninklijkeNotariële Beroepsorganisatie*) and explicitly agree and acknowledge(i) that Allen & Overy LLP may advise and act on behalf of the Company withrespect to this deed, and any agreements or any disputes related to orresulting from this deed, and (ii) that the civil law notary holding officewith Allen & Overy LLP executes this deed.

 

**Finally,the Company has declared:**

The Companyshall record the transfer of the Shares effected by this deed in its relevantregister of shareholders.

 

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**Close.**

The personsappearing are known to me, civil law notary.

This deed wasexecuted in Amsterdam on the date first above written. Before reading out, aconcise summary and an explanation of the contents of this deed were given tothe persons appearing. The persons appearing then declared that they had takennote of and agreed to the contents of this deed and did not want the completedeed to be read to them. Thereupon, after limited reading, this deed was signedby the persons appearing and by me, civil law notary.

 

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**SCHEDULE 8**

 

**CALL OPTION TERMS AND CONDITIONS**

 

**1.**                                      EXERCISE PRICE

 

EUR 10 per Option Share, subject to adjustmentas set forth below (as adjusted, the “**Exercise Price**”).

 

**2.**                                      EXERCISE

 

A Call Option may be exercised in accordancewith Clause 5 of the Agreement, by a Seller submitting a Call Option ExerciseNotice that elects to exercise such Seller’s Call Option, in which case thePurchaser may in its sole discretion determine whether:

 

(i)                                     Such Call Option shall be surrendered in exchange fora payment from the Bidder in cash or in shares in accordance with the Bid andin such proportions as the Bid provides for. The amount of such payment to bemade to a Seller electing to surrender the Call Option shall be equal to (i)the number of Option Shares subject to such Seller’s Call Option, multiplied by(ii) the Bid Price minus the Exercise Price; or

 

(ii)                                  Such Call Option shall be exercised in a cashless waywhereby the Seller would receive - at the option of the Purchaser in its solediscretion - either (a) an amount equal to the amount calculated in accordancewith subclause (i); or (b) that number of ordinary shares equal to the productof (I) (A) the sum of (1) the Bid Price, minus (2) theExercise Price, divided by (B) the Bid Price, multiplied by (II) thenumber of Option Shares subject to such Call Option

 

provided that in order for the Purchaser toelect subclause 2(i) of this Schedule 8 “Call Option Terms and Conditions”the Bidder shall have agreed to accept the surrender of the Call Options and tomake the payments as provided in subclause 2(i). If the Purchaser elects toissue ordinary shares to a Seller upon exercise by such Seller of its CallOption as set out in subclause 2(ii) above, the Purchaser shall be obliged toissue such Seller’s Option Shares and the Seller shall be obliged to tender itsOption Shares under the successful Bid.

 

**3.**                                      ANTI-DILUTION PROVISIONS

 

The Exercise Price and the total number ofOption Shares shall be adjusted as set out in this subclause 3.

 

**3.1Exercise Price**

 

The Exercise Price will not be adjusted asresult of or connection with (a) the conversion of the guaranteed subordinatedconvertible bonds of 16 December 2003, due 2010, (b) the Securities Issue,(c) the payment of any cash dividend declared in the ordinary course, (d) thedistribution of any stock dividend declared in the ordinary course in lieu ofor in connection with a cash dividend and not in connection with a stock split,or (e) any issue of shares in connection with the employee stock optionprogramme of the Purchaser.  Other thanas a result of the occurrence of any of (a) to (e) in the preceding sentence,the Exercise Price will be adjusted as follows under the followingcircumstances:

 

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(i) Stock Split orConsolidation

 

If there shall have occurred a subdivision orconsolidation of the Ordinary Shares into a greater or lesser number ofOrdinary Shares, the Exercise Price will be adjusted as of the date on whichsuch event occurred by multiplying the Exercise Price then in effect by Formula1 below.

 

(ii) Cash Dividend

 

If a Cash Dividend (including the delivery ofOrdinary Shares in lieu of payment of Cash Dividends) is paid on the OrdinaryShares other than in the ordinary course, the Exercise Price will be adjustedas of the ex-dividend date of such Cash Dividend by multiplying the ExercisePrice then in effect by Formula 2 below.

 

(iii) Free Distribution or Dividend of Ordinary Shares

 

If the Purchaser makes or causes to be made afree distribution or dividend of Ordinary Shares to existing holders ofOrdinary Shares other than in the ordinary course (including but not limited toa distribution of Ordinary Shares charged against reserves), the Exercise Pricewill be adjusted as of the ex-dividend date of such free distribution ordividend by multiplying the Exercise Price then in effect by Formula 1 below.

 

(iv) Grantingof Rights or Warrants for Ordinary Shares at a Discount

 

If the Purchaser grants or causes to be granteda right, warrant or other security to existing holders of Ordinary Sharesgiving them the right to purchase or subscribe for additional Ordinary Shares,the Exercise Price will be adjusted as of the ex-dividend date of such grant bymultiplying the Exercise Price then in effect by Formula 5 below.

 

(v) Saleof Ordinary Shares at a Substantial Discount to the Bid Price

 

If the Purchaser sells Ordinary Shares, orcauses Ordinary Shares to be sold, for a sale price that is less than 95 percent. of the Bid Price, the Exercise Price will be adjusted following such saleby multiplying the Exercise Price then in effect by Formula 3 below.

 

(vi) Distributionof an Equity-Linked Security

 

If the Purchaser makes or causes to be made afree distribution or dividend of securities that are convertible, exchangeableor otherwise exercisable into the Ordinary Shares to existing holders ofOrdinary Shares, the Exercise Price will be adjusted as of the ex-dividend dateof such free distribution or dividend by multiplying the Exercise Price then ineffect by Formula 2 below.

 

(vii) Granting of Rights or Warrants for an Equity-Linked Security

 

If the Purchaser grants or causes to be granteda right, warrant or other security to existing holders of Ordinary Sharesgiving them the right to purchase or subscribe for securities that areconvertible, exchangeable or otherwise exercisable into the Ordinary Shares,the Exercise Price will be adjusted as of the ex-date of such grant bymultiplying the Exercise Price then in effect by Formula 2 below.

 

(viii) Issuance of Equity-Linked Securities at a Substantial Discount to the BidPrice

 

If the Purchaser issues and sells, or causes tobe issued and sold, securities that are convertible, exchangeable or otherwiseexercisable into Ordinary Shares and the sale price per equity-linked securitytogether with any other consideration received or receivable by the Purchaser,in respect of such equity-linked security is less than 95 per cent. of the BidPrice, the Exercise Price will be adjusted following the sale of suchequity-linked security by multiplying the Exercise Price then in effect byFormula 3 below.

 

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(ix) FreeDistribution or Dividend of or Granting of Rights or Warrants for OtherProperty

 

If the Purchaser makes or causes to be made afree distribution or dividend of, or grants a right, warrant or other securitygiving the right to purchase at less than fair market value, any other property(not covered by (i) to (viii) above) to existing holders of Ordinary Shares, theExercise Price will be adjusted as of the ex-date of such free distribution,dividend or grant by multiplying the Exercise Price then in effect by Formula 2below.

 

(x) Self-tender Offers

 

The Purchaser or any of its subsidiariescommences a tender or exchange offer for Ordinary Shares and the fair marketvalue of the cash and other consideration offered per Ordinary Share (asdetermined by the Calculation Agent in good faith in consultation with twoinvestment banks of international repute) exceeds the Bid Price, the ExercisePrice will be adjusted retroactively with effect from the open of business onthe Business Day immediately following the Expiration Time (as defined below)by multiplying the Exercise Price then in effect by the fraction (which shallnot be greater than one) expressed by Formula 4 below.

 

The formulae to be applied as appropriate inrespect of (i) to (x) above to adjust the Exercise Price are as follows:

 

Formula 1: 

 

**X/ Y**

 

where:

 

X = the number of Ordinary Shares outstandingimmediately prior to the occurrence of such event.

 

Y = the number of Ordinary Shares outstandingimmediately after the occurrence of such event.

 

Formula 2:

 

**B/ ( B + d )**

 

where:

 

B = the Bid Price (as defined in clause 5.2,including the provisions in the final sentence thereof ) .

 

d = the fair market value of the Cash Dividend,distribution, rights, warrants or securities or other property the subject ofthe relevant grant, as the case may be.

 

Formula 3:

 

**[X + (Z * c/K)] / [X + Z]**

 

where:

 

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X = the number of Ordinary Shares outstandingimmediately prior to the occurrence of such event.

 

Z = the number of (i) Ordinary Shares to besold or (ii) Ordinary Shares into which such other securities to be sold orissued are convertible, exchangeable or otherwise exercisable.

 

c = (i) the sale price per security of theOrdinary Shares to be sold or (ii) the sale price of the securities to be soldor issued that are convertible, exchangeable or otherwise exercisable into theOrdinary Shares, together with any other consideration received or receivablein respect of such securities.

 

B = the Bid Price (as defined in clause 5.2,including the provisions in the final sentence thereof).

 

K = [ B * ( Z + X ) – c*Z ] / X

 

Formula 4:

 

(N1 * B ) / [ A + (N2 *B) ]

 

where:

 

N1 = the number of Ordinary Sharesoutstanding at the last time (the ‘‘Expiration Time’’) tenders or exchanges maybe made pursuant to such tender or exchange offer (as it shall have beenamended), inclusive of all Ordinary Shares validly tendered or exchanged andnot withdrawn as of the Expiration Time (the ‘‘Purchased Shares’’).

 

N2 = the number of Ordinary Sharesoutstanding at the Expiration Time, exclusive of any Purchased Shares.

 

A = the fair market value of the aggregateconsideration payable to holders of Ordinary Shares based on the acceptance (upto any maximum specified in the terms of the tender or exchange offer) of thePurchased Shares.

 

B = the Bid Price (as defined in clause 5.2,including the provisions in the final sentence thereof).

 

Formula 5:

 

(B/(B*(1+R)-R*c)

 

where:

 

B = the Bid Price (as defined in clause 5.2including the provisions in the final sentence thereof)

 

R = Z/X

 

Z = the number of Ordinary Shares to be issueddue to the exercise of the Rights or Warrants

 

X = the number of Ordinary Shares outstandingimmediately prior to the occurrence of such event.

 

c = the sale price per security of the OrdinaryShares to be issued due to the exercise of the Rights or Warrants

 

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De minimis Exception

 

No adjustment to the Exercise Price pursuant tothe above will be made if the adjustment would result in a change in theExercise Price of less than 1 per cent.

 

**3.2Option Shares**

 

The number of ordinary shares in the capital ofthe Purchaser to be issued to the Sellers upon the exercise of the Call Optionsshall be 36,500,000 provided the Exercise Price is not adjusted (that is,remains EUR 10 per Option Share).

 

In the event that an adjustment is made to theExercise Price pursuant to clause 3.1 above, the number of ordinary shares inthe capital of the Purchaser to be issued to the Sellers upon the exercise ofthe Call Options shall be calculated as:

 

**365,000,000 / adjusted Exercise Price (in EUR)**

 

**3.3 Definitions**

 

“**Calculation Agent**”means an independent accountant as appointed on the basis of an agreement bythe Apollo Holders, the Bain Holders and Purchaser or in the absence thereof,such independent accountant as appointed by the chairman of the Dutch instituteof the registered accountants (*NIVRA*) at therequest of either of the aforementioned parties.

 

‘‘**Cash Dividend**’’means an amount of cash per share equal to the amount of any cash dividend ordistribution paid or payable on a Ordinary Share (including a dividendpermitting but not requiring the holder of such Ordinary Share to elect toreceive such dividend in additional Ordinary Shares) prior to the deduction ofany withholding tax.

 

‘‘**Closing Price**’’means, (i) with respect to the Ordinary Shares, for any Business Day, themarket price per such Ordinary Share quoted at the close of business on theEuronext Amsterdam on such day or (ii) with respect to any right, warrant orother security, for any Business Day, the market price per right, warrant orother security quoted at the close of business on the principal exchange onwhich such right, warrant or other security is traded on such day.

 

‘‘**Business Day**’’means any calendar day other than a Saturday or Sunday that is (or, but for theoccurrence of a market disruption event, would have been) a trading day on theEuronext Amsterdam other than a calendar day on which trading is scheduled toclose prior to the regular weekday closing time.

 

‘‘**fair market value**’’means, with respect to any property, the fair market value of that property asdetermined in good faith by the Calculation Agent in consultation with twoinvestment banks of international repute selected by the Purchaser whichselection is to be approved by the Apollo Holders and the Bain Holders, suchapproval not to be unreasonably withheld or delayed; provided, that (i) the fairmarket value of a Cash Dividend per Ordinary Share shall be the amount of theCash Dividend per Ordinary Share; and (ii) where rights, warrants or othersecurities are publicly traded in a market of adequate liquidity (as determinedin good faith by the Calculation Agent in consultation with two investmentbanks of international repute selected by the Purchaser which selection is tobe approved by the Apollo Holders and the Bain Holders, such approval not to beunreasonably withheld or delayed), the fair market value of such rights,warrants or other securities shall equal the arithmetic mean of the dailyClosing Prices of such rights, warrants or other securities during the eightBusiness Day period commencing on the first Business Day such rights, warrantsor other securities are publicly traded, or such shorter period as such rights,warrants or other securities are publicly traded.

 

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‘‘**Exercise Price**’’has the meaning set forth in Clause 1 of **Schedule 8 “CallOption Terms and Conditions**” to the Agreement.

 

‘‘**Ordinary Shares**’’means the registered common shares of the Purchaser and/or as the context mayrequire any ordinary shares into which any other securities are exercisable orconvertible.

 

**3.4 Successive Events**

 

The Exercise Price and the number of OptionShares subject to the Call Options shall be readjusted in the same mannerdescribed above upon the happening of any successive events or events describedin this subclause 3. In the case of any adjustment or readjustment of theExercise Price or the number of Option Shares subject to the Call Options, thePurchaser shall, at its expense, promptly compute such adjustment orreadjustment in accordance with subclause 3.3 and deliver a written notice toeach Seller showing in detail the facts upon which such adjustment orreadjustment is based, and the Exercise Price and the number of Option Sharesissuable upon exercise of such Seller’s Call Option after such adjustment orreadjustment. In cases where the relevant adjustment formula is dependent uponthe Bid Price (which may not be known at the time the adjustment orreadjustment is required to be determined), the written notice to be deliveredby the Purchaser shall include tables which show the computed adjustment orreadjustment for an appropriate range of possible Bid Prices.

 

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**SCHEDULE 9**

 

**FORMOF CALL OPTION EXERCISE NOTICE**

 

To:                              **[**The Purchaser**]**

 

Dear Sirs,

 

We refer to the Share Sale and PurchaseAgreement dated 22 February, 2005 (the **“Agreement”**)and made between, inter alia, yourself and the undersigned and to the CallOption granted by you to the undersigned under the Agreement and to the termsdefined in the Agreement.

 

We hereby give you notice under and pursuant toClause 5 of the Agreement that we, subject to the Bid being declaredunconditional, exercise the Call Option granted by you to us in respect of allthe Option Shares set out against our name in Column D of **Schedule 1“The Shareholdings”**to the Agreement by exercise in accordance withthe terms of Clause 2 of **Schedule 8 “CallOption Terms and Conditions**” to the Agreement.

 

If the undersigned receives Option Sharesrather than a cash payment, the undersigned hereby confirms to the extentnecessary, the power of attorney that it gave to you under the Agreement totender the Option Shares under the Bid on its behalf.

 

Yours faithfully,

 

 

**[**Forand on behalf of**]**

 

**[**therelevant Seller**]**

 

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**SCHEDULE 10**

 

**FORM OFCONDITIONAL RESIGNATION**

 

**Buhrmann N.V.**

**Hoogoorddreef 62**

**Amsterdam Zuid-Oost**

**The Netherlands**

 

Dear Sirs:

 

I refer to the Share Sale and PurchaseAgreement between the Apollo Holders, the Bain Holders, Peder Smedvig CapitalAS, MidOcean Capital Investors, LP and Buhrmann N.V. dated 22 February 2005(the “**Agreement**”).

 

Subject to and effective upon Completionoccurring (as defined in the Agreement), I hereby resign as a member of thesupervisory board of Buhrmann N.V.

 

Subject to Completion occurring (as defined inthe Agreement), I hereby waive any right for remuneration for my servicesrendered to Buhrmann N.V. as a member of the supervisory board of Buhrmann N.V.and I hereby declare that I do not have any claim of whatever natureoutstanding against Buhrmann N.V., for remuneration, loss of office orwhatsoever, except for any claims for indemnification by Buhrmann N.V. againstclaims (known or unknown) brought by any third party.

 

Yours Sincerely,

 

 

**[**Name**]**

 

 
| Place: |                   |   |
|--------|------------------------|--------|
| Date:  | ____February 2005 |

 

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**SCHEDULE 11**

 

**DRAFT ARTICLES OF ASSOCIATION**

 

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