Exhibit 1.2  BY-LAWS EXECUTIVE BOARD  CORPORATE EXPRESS NV   Adopted by the Executive Board on 26 October 2004
Approved by the Supervisory Board on 10 December 2004
and last amended on 19 June 2007  1


CONTENTS  PageIntroduction
  3Chapter I  Composition of the Executive Board; Positions
  31.
  Composition;
  Division of Tasks
  32.
  Chief
  Executive Officer
  43.
  Chief
  Financial Officer
  54.
  Company
  Secretary
  6Chapter II  Duties and Powers
  75.
  General
  Duties and Powers
  76.
  Strategy
  and Risks
  87.
  Financial
  Reporting; Annual Accounts and Annual Report
  98.
  Relation
  with the External Auditor
  109.
  Relation
  with the Supervisory Board
  1110.
  The
  Shareholders Meeting
  1111.
  Relation
  with Analysts, the Financial Press and Institutional and Other Investors
  1212.
  Website
  of the Company
  13Chapter III  Meetings of the Executive Board;
  Decision-making
  1313.
  Meetings
  of the Executive Board
  1314.
  Decision-making
  within the Executive Board
  14Chapter IV  Other Provisions
  1515.
  Conflicts
  of Interests of Executive Board Members
  1516.
  Remuneration
  of Executive Board Members
  1617.
  Outside
  Positions
  1618.
  Holding
  and Trading Securities
  1619.
  Confidentiality
  1720.
  Miscellaneous
  17Annexes1.
  List
  of Definitions
  192.
  List
  of Information to be included in the Annual Report
  213.
  List
  of Items to be placed on the Companys Website
  23  2


INTRODUCTION  0.1These By-Laws are established pursuant to
article 20.2 of the Companys articles of association.  0.2These By-Laws are complementary to the
provisions regarding the Executive Board and the Executive Board members as
contained in applicable legislation and regulations, the articles of
association of the Company and the rules pertaining to the relationship
between the Supervisory Board and the Executive Board as contained in the
By-Laws of the Supervisory Board.  0.3These By-Laws and all annexes thereto are
posted on the Companys website.  0.4The meaning of certain capitalised or
uncapitalised terms used in these By-Laws is set forth in the List of
Definitions attached as Annex 1.  CHAPTER I  COMPOSITION
OF THE EXECUTIVE BOARD; POSITIONS  1.Composition; Division of
Tasks  1.1The Executive Board members are appointed by
the General Meeting of Shareholders. The Supervisory Board shall nominate one
or more candidates for appointment.(1)  1.2Executive Board members shall be appointed
for a maximum of four years per term, provided however, that the Company may
deviate from this provision in the event the market situation does not allow to
fully comply at a certain time, in which case it will disclose that the
appointment of an Executive Board member has been made for an indefinite period
of time.(2) Notwithstanding the foregoing provision, the Executive Board
members already in office on 1 January 2004 have been appointed for an
indefinite period of time.  1.3Executive Board members that have been
appointed for a fixed term pursuant to clause 1.2 of these By-Laws, shall
retire periodically in accordance with a rotation plan to be drawn up by the
Supervisory Board in order to avoid, as far as possible, a situation in which
many Executive Board members retire at the same time. The rotation plan, once
drawn up, shall be made available for public inspection at the offices of the
Company and shall be posted on the Companys website.(3) The Supervisory
Board may at any time amend a rotation plan. Amendments to a rotation plan,
however, do not permit a sitting Executive Board member to  
 (1)
  
  Articles
  of Association, article 18.1.(2)
  
  Dutch
  Corporate Governance Code, best practice provision II.1.1.(3)
  
  See
  point 40 of the explanatory notes to the Dutch Corporate Governance Code.  3


remain
in office for a longer period than appointed for, or allow that he be asked to
retire before his term has expired.  1.4The number of Executive Board members shall
be determined by the Supervisory Board after consultation with the CEO, and
shall be two as a minimum.  1.5Individual Executive Board members may be
charged with specific parts of the managerial tasks, without prejudice to the
collective responsibility of the Executive Board. The Executive Board remains
collectively responsible for decisions, even if they are prepared by individual
Executive Board members. An individual Executive Board member may only exercise
such powers as are explicitly attributed or delegated to him provided however,
that he may never exercise powers beyond those exercisable by the Executive
Board.  1.6The division of tasks within the Executive
Board shall be determined (and amended, if necessary) by the Executive Board,
subject to the approval of the Supervisory Board. Executive Board members
especially charged with particular managerial tasks shall be primarily
responsible for the risk control and monitoring of the managerial tasks
concerned.  1.7Each Executive Board member must inform the
other Executive Board members in a clear and timely manner about the way in
which he has used delegated powers and about major developments in the area of
his responsibilities.  2.Chief Executive Officer  2.1The Supervisory Board shall appoint one of
the Executive Board members as CEO.  2.2Within the Executive Board, the CEO shall be
primarily responsible for:  (a)
  
  preparing
  an agenda and chairing meetings of the Executive Board;(b)
  
  ensuring
  that the Executive Board functions and makes decisions in a collective
  manner;(c)
  
  determining
  whether a proposed resolution should be brought to the Executive Board for a
  vote;(d)
  
  ensuring
  that resolutions are in accordance with the Strategic Plan;(e)
  
  supervising
  the implementation of passed resolutions and determining if further
  consultation with the Executive Board on their implementation is required;
  and(f)
  
  engaging
  in ad hoc discussions with Executive Board members regarding their respective
  tasks.  2.3Within the Executive Board, the CEO, who is
the main contact between the Supervisory Board and the Executive Board, shall also be responsible for the
following matters regarding the relationship between the Executive Board and
the Supervisory Board:  (a)
  
  submitting
  a proposed agenda and preparing meetings of the Supervisory Board in
  consultation with the Chairman of the Supervisory Board;  4


(b)
  
  ensuring
  that the Supervisory Board is provided with all information necessary for the
  proper performance of its duties;(c)
  
  overseeing
  and ensuring communications of the Executive Board with the Supervisory
  Board;(d)
  
  consulting
  regularly with the Chairman of the Supervisory Board and consulting other
  Supervisory Board members if deemed necessary or advisable;(e)
  
  considering
  requests of Executive Board members to consult with particular Supervisory
  Board members regarding an area of expertise; and(f)
  
  participating
  in meetings with the Audit Committee (upon the invitation of the Audit
  Committee) and the CNCG Committee.  2.4The CEO shall be assisted in the organisation
of the matters set out in clauses 2.2 and 2.3 by the Company Secretary.  3.Chief Financial Officer  3.1The Executive Board shall appoint one of the
Executive Board members as CFO, subject to the approval of the Supervisory
Board.  3.2Within the Executive Board, the CFO shall be
primarily responsible for:  (a)formulating and communicating the Companys
financial strategy;  (b)overseeing and ensuring the integrity of the
Companys accounts;  (c)the financial reporting of the Company; and  (d)performing any other related duties as may be
prescribed from time to time by the Executive Board.  3.3Within the Executive Board, the CFO shall
also be primarily responsible for preparing and taking part in meetings of the
Audit Committee (upon the invitation of the Audit Committee) to discuss:  (a)the integrity of the financial statements of
the Company (including but not limited to the choice of accounting policies,
application and assessments of the effects of new rules, information about the
handling of estimated items in the annual accounts and forecasts);(4)  (b)the views of the Executive Board regarding
the nomination to the General Meeting of Shareholders for the appointment of
the External Auditor, qualifications, independence, approach, fees and proposed
audit-scope of the External Auditor  
 (4)See Charter of the Audit Committee, clauses
5.2 and 5.3.  5


(without
prejudice to the responsibilities of the Audit Committee in the area of
finance, accounting and tax);(5)  (c)
  
  the
  performance of tasks by the internal audit department of the Company and the
  External Auditor;(6)(d)
  
  the
  financial reporting process;(7)(e)
  
  the
  system of internal business controls (including but not limited to the effect
  of internal risk management and control systems);(8)(f)
  
  compliance
  by the Company with legislation and regulations and applicable codes of
  conduct in the area of finance, accounting and tax;(9)(g)
  
  compliance
  by the Company with recommendations of the External Auditor and the Companys
  internal audit department;(10)(h)
  
  the
  Companys tax planning;(11)(i)
  
  disagreements
  between the Executive Board and the External Auditor or the internal audit
  department of the Company in connection with the preparation of the financial
  statements and/or the quality of the internal risk management and control
  systems of the Company;(12)(j)
  
  any
  information that has come to the intention of the Audit Committee, indicating
  that a fraud or other illegal act has or may have occurred that could have a
  material effect on the Companys financial statements.(13)  4.Company Secretary(14)  4.1The Executive Board shall be assisted by the
Company Secretary, who shall be appointed and dismissed by the Executive Board,
subject to the approval of the Supervisory Board. The Company Secretary may be
removed by the Executive Board after approval is obtained from the Supervisory
Board.  4.2All Executive Board members shall have access
to the advice and services of the Company Secretary.  4.3The Company Secretary shall see to it that
correct Executive Board procedures are followed and that the Executive Board
acts in accordance with its statutory obligations and its obligations under the
Companys articles of association. The Company Secretary shall assist the CEO
in the organisation of the affairs of the Executive Board (the preparing and
reporting  
 (5)See Charter of the Audit Committee, clause
5.1. See also the Buhrmann Policy regarding External Auditor Independence and
Services. (6)See Charter of the Audit Committee, clauses
5.1 and 5.5. (7)See Charter of the Audit Committee, clause 5.3. (8)See Charter of the Audit Committee, clause
5.4. (9)See Charter of the Audit Committee, clauses
5.6 and 5.7. (10)See Charter of the Audit Committee, clauses 5.1
and 5.5. (11)See
Charter of the Audit Committee, clause 5.6. (12)See
Charter of the Audit Committee, clause 5.8. (13)See
Charter of the Audit Committee, clause 5.9. (14)Dutch
Corporate Governance Code, best practice provision III.4.3.  6


of
meetings, information etc.). The Company Secretary shall as such also be the
secretary of the Executive Board.  4.4The Company Secretary may delegate his duties
under these By-Laws, or parts thereof, to a deputy appointed by him in
consultation with the CEO.  4.5The Company Secretary shall also perform
tasks for the Supervisory Board, as provided for in the By-Laws of the
Supervisory Board.  CHAPTER II
DUTIES AND POWERS  5.General Duties and Powers  5.1The Executive Board is responsible to manage
the Company, which includes among other things responsibility for determining
and achieving the objectives of the Company, the strategy and policies and the
development of results and a sound personnel policy. The Executive Board shall
be accountable for these matters to the Supervisory Board and the General
Meeting of Shareholders.(15) The responsibility for the management of the
Company is vested collectively in the Executive Board.  5.2The Executive Board is responsible for
compliance with all relevant laws and regulations, for managing the risks
attached to the Companys activities and for financing the Company. The
Executive Board reports on these issues at least annually and discusses the
internal risk management and control systems as well as the main conclusions of
the risk analysis referred to in clause 6.2 (a) with the the Audit
Committee and the main conclusions of these discussions will be reported to the
Supervisory Board.(16)  5.3When discharging its duties the Executive
Board shall act in accordance with the interests of the Company, taking into
consideration the interests of the Companys stakeholders.(17)  5.4The Executive Board shall be responsible for
the quality of its performance.  5.5The Executive Board members shall externally
express concurring views with respect to important affairs, matters of
principle and matters of general interest, without jeopardising the
responsibilities of the individual Executive Board members.  5.6The Executive Board is, together with the
Supervisory Board, responsible for the corporate governance structure of the
Company, compliance with the Dutch Corporate Governance Code and any other
applicable legislation and regulations.(18)  
 (15)Dutch
Corporate Governance Code, Principle II.1. (16)Dutch
Corporate Governance Code, Principle II.1. (17)Dutch
Corporate Governance Code, Principle II.1 (18)Dutch
Corporate Governance Code, Principle I.  7


5.7The Executive Board shall ensure that
employees have the possibility of reporting alleged irregularities of a
general, operational and financial nature in the Company to the CEO or an
official designated by him, without jeopardising their legal position. Alleged
irregularities concerning the functioning of Executive Board members are
reported to the Chairman of the Supervisory Board. The procedures set forth in
this clause 5.7 supplement those whistle- blowing procedures established by the
Audit Committee pursuant to clause 14 of the By-Laws of the Supervisory Board
and clause 6 of the Audit Committee Charter. The whistleblowers policy is
posted on the Companys website.(19)  5.8All transactions between the Company and
individuals or legal entities who hold at least 10% of the number of votes to
be cast in the Company must be agreed on terms that are customary for arms-length
transactions in the branch of business in which the Company and its
Subsidiaries operate. Decisions to enter into transactions with such persons
that are of material significance to the Company and/or to such persons require
the approval of the Supervisory Board. Such transactions will be published in
the Annual Report, together with a statement that this clause 5.8 has been
complied with.(20)  5.9The Executive Board shall perform its
activities under the supervision of the Supervisory Board.  6.Strategyand Risks  6.1The Executive Board shall formulate and
record the Strategic Plan which includes: (i) the operational and
financial objectives of the Company; (ii) the strategy designed to achieve
the objectives; and (iii) the parameters to be applied in relation to the
strategy. The Strategic Plan and significant amendments thereto must be
submitted to the Supervisory Board for approval and shall be summarised in the
Annual Report.(21) The Executive Board shall at least once a year inform the
Supervisory Board about the main features of the strategy.(22)  6.2The Executive Board shall be responsible for
ensuring that the Company has internal risk management and control systems that
are suitable for the Company. The Executive Board shall in any event employ as
instruments of the internal risk management and control systems(23):  (a)
  
  risk
  analyses of the operational and financial objectives of the Company;(b)
  
  a
  code of conduct, which is posted on the Companys website;(c)
  
  guides
  for the layout of financial reports and the procedures to be followed in
  drawing up the reports;(d)
  
  a
  system of monitoring and reporting; and(e)
  
  disclosure
  controls and procedures.(24)  
 (19)Dutch
Corporate Governance Code, best practice provision II.1.6. (20)Dutch
Corporate Governance Code, best practice provision III.6.4. (21)Dutch
Corporate Governance Code, best practice provision II.1.2. (22)Section 2:142.2
Dutch Civil Code (23)Dutch
Corporate Governance Code, best practice provision II.1.3. (24)Rules 13a-15
and 15d-15 of the US Exchange Act.  8


6.3The Executive Board shall report the risks
associated with the Strategic Plan to the Supervisory Board following
discussions with the Audit Committee. The risks identified with the Strategic
Plan shall be described in the Strategic Plan.  6.4The Executive Board shall appoint the
Disclosure Committee, consisting of senior officers of the Company, which shall
assist the Executive Board with certain tasks set out in clause 6.5 of these
By-Laws.  6.5The Executive Board, assisted by the
Disclosure Committee, shall at least once a year evaluate the effectiveness of
the internal control framework and disclosure controls and procedures of the
Company in ensuring, inter alia:  (a)
  
  with reasonable certainty that the assets of the Company have been
  safeguarded against unauthorised use;(b)
  
  that the financial administration of the Company is sound, reliable
  and fairly represents the condition of the Company;(c)
  
  that
  financial disclosures are made in a complete, accurate and timely manner; and(d)
  
  that information required to be disclosed by the Company in the
  reports that it files or submits to regulatory authorities is recorded,
  processed, summarised and reported within the required time periods.(25)  Such
evaluations shall comply in all respects with those required by Rules 1
3a- 15 and 1 5d- 15 of the US Exchange Act.  Following
discussions with the Audit Committee, the Executive Board shall provide the
Supervisory Board with a report on the results of such evaluation.  7.Financial Reporting; Annual
Accounts and Annual Report  7.1The Executive Board shall be responsible for
the quality and completeness of publicly disclosed financial reports.(26) The
preparation and publication of the Annual Report, the Annual Accounts, the
quarterly and half-yearly figures and ad hoc financial information require
careful internal procedures.(27) The Executive Board shall be responsible for
designing, establishing and maintaining internal control over financial
reporting that ensures that all major financial information is known to the
Executive Board, so that the timeliness, completeness, reliability and accuracy
of the external financial reporting in accordance with generally accepted
accounting principles is assured.(29) For this purpose the Executive Board
shall ensure that financial information from business divisions and/or
Subsidiaries is reported directly to itself and that the integrity of that
information is not compromised.(30)  
 (25)Rules 13a-15(e) and
15d-15(e) of the US Exchange Act. (26)Dutch
Corporate Governance Code, Principle V.1. (27)Dutch
Corporate Governance Code, best practice provision V.1.1. (29)Rules 13a)15(f) and
15d-15(f) of the US Exchange Act. (30)Dutch
Corporate Governance Code, best practice provision V.1.3.  9


7.2The Executive Board shall release the Annual
Report and the Annual Accounts within five months of the end of the financial
year.  7.3The Executive Board shall ensure that the
information listed in Annex 2 is
included in the Annual Report.  7.4The Executive Board shall declare in the
Annual Report that the internal risk management and control systems are adequate and effective and shall provide clear
substantiation of this. In the Annual Report, the Executive Board shall report
on the operation of the internal risk management and control system during the
year under review. In doing so, it shall describe any significant changes in
internal controls or other factors that could significantly affect internal
controls, including any corrective actions taken with regard to significant
deficiencies and material weaknesses and any other major improvements that are
planned, and shall confirm that they have been discussed with the Audit
Committee and the Supervisory Board.(31)  7.5The Executive Board shall, in the Annual
Report, set out the sensitivity of the results of the Company to relevant
external factors and variables.(32)  7.6The broad outline of the corporate governance
structure of the Company shall be explained in a separate chapter of the Annual
Report, partly by reference to the principles mentioned in the Dutch Corporate
Governance Code. In this chapter the Company shall indicate to what extent it
applies the Dutch Corporate Governance Code and, in the event of non-appliance,
why, and to what extent it does not apply it.(33)  7.7The internal audit department shall operate
under the responsibility of the Executive Board.(34) The Executive Board shall
consult with the Audit Committee and inform the External Auditor with respect
to the drawing up the work schedule of the internal audit department. The
Executive Board shall ensure that the Audit Committee and the External Auditor
take cognisance of the findings of the internal audit department.(35)  8.Relation with the External
Auditor  8.1Under the oversight of the Audit Committee,
the Executive Board shall ensure that the External Auditor can properly perform
his audit work and shall encourage the Company to properly perform and pursue
the role and the policy of the Company regarding the External Auditor, as
provided for by agreement with the External Auditor, these By-Laws, the By-
Laws of the Supervisory Board and the Charter of the Audit Committee.  8.2The Executive Board shall annually, and on an
interim basis if necessary, report to the Audit Committee on the development of
its relationship with the External Auditor, particularly on his independence
(including the desirability of rotating the responsible audit partners of the
External Auditor and the desirability of the External Auditor providing both
audit services and non-audit services to the Company).(36)  
 (31)Dutch
Corporate Governance Code, best practice provision II.1.4; Rules 13a-15
and 15d-15 of the US Exchange Act. (32)Dutch
Corporate Governance Code best practice provision II.1.5. (33)Dutch
Corporate Governance Code best practice provision I.1. (34)Dutch
Corporate Governance Code Principle V.3. (35)Dutch
Corporate Governance Code, best practice provision V.3.1. (36)Dutch
Corporate Governance Code, best practice provision V.2.2.  10


8.3At least once every four years, the Audit
Committee and the Executive Board shall each conduct a thorough and independent
assessment of the functioning of the External Auditor in the various entities
and capacities in which the External Auditor acts. The Audit Committee and the
Executive Board shall conduct their assessment separately and independently
from one another. The main conclusions of this assessment shall be communicated
to the General Meeting of Shareholders in connection with the nomination for
the appointment of the External Auditor.(37)  9.Relation with the
Supervisory Board  In
relation to the provision of information and the exercise of duties and powers
by the Supervisory Board and its members and Committees, the Executive Board
and its members shall act in accordance with the provisions applying to the
Executive Board and its members under or pursuant to these By-Laws, the By-Laws
of the Supervisory Board, the Charters of the Committees, the Companys
articles of association and the applicable legislation and regulations.  10.The Shareholders Meeting  10.1The Executive Board and the Supervisory Board shall endeavour to
provide the General Meeting of Shareholders with all information that it
requires for the exercise of its powers.(38)  10.2The Executive Board and the Supervisory Board shall endeavour to
provide the General Meeting of Shareholders with all requested information,
unless this would be contrary to an overriding interest of the Company. If the
Executive Board and the Supervisory Board invoke an overriding interest, they
shall state the reasons.(39)  10.3If a right of approval is granted to the General Meeting of
Shareholders by law or under the Companys articles of association, or the
Executive Board or the Supervisory Board requests a delegation of powers, the
Executive Board and the Supervisory Board shall inform the General Meeting of
Shareholders by means of a shareholders circular of all facts and
circumstances relevant to the approval, delegation or authorisation to be
granted. The shareholders circular shall in any event be posted on the Companys
website as of the convening of the General Meeting of Shareholders at which the
proposal concerned is discussed, until the meeting has ended.(40) This
shareholders circular may be in the format of explanatory notes to the agenda
of the General Meeting of Shareholders.  10.4The Executive Board members shall be present at the General Meeting of
Shareholders, unless they are unable to attend for important reasons.  10.5The Executive Board and the Supervisory Board shall procure that each
substantial change in the corporate governance structure of the Company or in
the Companys compliance with the  
 (37)Dutch Corporate Governance Code, best practice provision V.2.3. (38)Dutch
Corporate Governance Code, Principle IV.3. (39)Dutch
Corporate Governance Code, best practice provision IV.3.5. (40)Dutch
Corporate Governance Code, best practice provision IV 3.7.  11


Dutch
Corporate Governance Code is submitted to the General Meeting of Shareholders
for discussion under a separate agenda item.(41)  10.6The policy of the Company on reserves and on dividends (the level and
purpose of the reserves, the amount of the dividend and the type of dividend)
and any changes to this policy shall be dealt with and explained as a separate
agenda item at the General Meeting of Shareholders.(42)  10.7A proposal to distribute a dividend shall be dealt with as a separate
agenda item at the General Meeting of Shareholders.(43)  10.8The Company shall determine a registration date as referred to in
article 42.5 of the Companys articles of association, for the exercise of the
voting rights and the rights attached to meetings.(44)  10.9The Executive Board and the Supervisory Board shall ensure compliance
with all applicable legislation and regulations with respect to the rights of
the General Meeting of Shareholders and the related rights of individual
shareholders.  10.10If a serious private bid is made for a business unit or a participating
interest and the value of the bid exceeds one-third of the amount of the assets
according to the Companys last adopted consolidated balance sheet and such bid
is made public, the Executive Board shall, at its earliest convenience, make
public its position on the bid and the reasons for this position.(45)  11.Relation with Analysts, the
Financial Press and Institutional and Other Investors  11.1The Executive Board shall see to it that all
shareholders and other parties in the financial markets shall be equally and
simultaneously informed about matters that may affect the share price. The
contacts between the Executive Board on the one hand and press and financial
analysts on the other shall be carefully handled and structured and the Company
shall not engage in any acts that compromise the independence of analysts in
relation to the Company and vice versa.(46)  11.2Meetings with and presentations to analysts,
presentations to (institutional) investors and press conferences, as far as
they regard the results of the Company or other price-sensitive matters, shall
be announced in advance on the Companys website and by means of press
releases. Provisions shall be made for all shareholders to follow meetings and
presentations regarding all material non-public information in real time, by
means of webcasting, telephone lines or by other means. The presentations will
be posted on the Companys website immediately after the meetings. (47)  11.3The Company shall not in advance assess, comment on or correct analysts
reports and valuations other than factually.(48)  
 (41)
  
  Dutch
  Corporate Governance Code, best practice provision I.2.(42)
  
  DutchCorporate Governance
  Code, best practice provision IV.1.4.(43)
  
  DutchCorporate Governance
  Code, best practice provision IV.1.5.; Articles of Association, article 36.2
  (c).(44)
  
  DutchCorporate Governance
  Code, best practice provision IV.1.7.(45)
  
  DutchCorporate Governance
  Code, best practice provision IV.1.3.(46)
  
  Dutch
  Corporate Governance Code, Principle IV.3.(47)
  
  Dutch
  Corporate Governance Code, best practice provision IV 3.1. See also Buhrmann
  Policy Regarding the Disclosure of Company Information, clause 5.(48)
  
  Dutch
  Corporate Governance Code, best practice provision IV.3.2.  12


11.4The Company shall not pay any fee to any party for
the carrying out of research for analysts reports or for the production or
publication of analysts reports on the Company, with the exception of credit
rating agencies.(49)  11.5Analysts meetings, presentations to institutional
or other investors and direct discussionswith those investors shall
not take place shortly before the publication of the regular financial
information (quarterly, half-yearly or annual reports) (50), or in the period
of one month prior to the publication of a prospectus for the issuance of
shares in the capital of the Company.  12.Website  The
Executive Board shall post and update all information that the Company is
required to publish or deposit pursuant to the applicable provisions of company
law or securities law and regulation on a separate part of the Companys
website (i.e. separate from the commercial information of the Company) that is
recognisable as such. A list of items that must be placed on the website is
attached as Annex 3. It is
sufficient for the Company to create a hyperlink to the website of the
institutions that (also) publish the relevant information electronically due to
statutory provisions or stock exchange regulations.(51)  CHAPTER III
MEETINGS OF THE EXECUTIVE BOARD; DECISION-MAKING  13.Meetings of
the Executive Board  13.1The Executive Board shall in principle meet once a
month, or more often as deemed desirable or required for a proper functioning
of the Executive Board by any one or more Executive Board members. Meetings of
the Executive Board shall be called by the CEO. Save in urgent cases, to be
determined by the CEO, the agenda for the meeting, including any related
documentation, shall be sent to all Executive Board members at least two calendar
days before the meeting.  13.2Executive Board meetings are presided over by the
CEO. If the CEO is absent, one of the other Executive Board members, designated
by a majority of votes cast by the Executive Board members present and
represented at the meeting, shall preside over the meeting.  13.3An Executive Board member may be represented at
Executive Board meetings by another Executive Board member holding a proxy in
writing. The existence of such proxy must be proved satisfactorily to the CEO
or, in his absence, Executive Board members present at the meeting.  
 (49)
  Dutch
  Corporate Governance Code, best practice provision IV.3.3.(50)
  Dutch
  Corporate Governance Code, best practice provision IV.3.4. See also Buhrmann
  Policy Regarding the Disclosure of Company Information, clause 8.(51)
  Dutch
  Corporate Governance Code, best practice provision IV.3.6.  13


13.4The admittance to the meeting of persons other than
the Executive Board members and the Company Secretary or his deputy shall be
decided by majority vote of the Executive Board members present and represented
at the meeting.  13.5The Company Secretary or any other person designated
for such purpose by the chairman of the meeting shall draw up the minutes of
the meeting. The minutes shall contain a summary of the meeting and an overview
of the resolutions taken at the meeting. The minutes shall be adopted by the
Executive Board at the same meeting, or the next meeting.  14.Decision-making
within the Executive Board  14.1The Executive Board members shall endeavour to
achieve that resolutions are, as much as possible, adopted unanimously.  14.2Each Executive Board member has the right to cast
one vote.  14.3Where unanimity cannot be
reached and the law, the Companys articles of association or these By-Laws do
not prescribe a larger majority, all resolutions of the Executive Board are
adopted by an absolute majority of the votes cast. In the event of a tie, the
CEO shall have the deciding vote. At a meeting, the Executive Board may only
pass resolutions if the majority of the Executive Board members then in office
are present or represented.  14.4In general, resolutions of the Executive Board shall
be adopted at an Executive Board meeting.  14.5The Executive Board shall not pass resolutions
relating to the area of expertise of a particular Executive Board member in the
absence of that Executive Board member.  14.6Executive Board resolutions may also be adopted in
writing, provided the proposal concerned is submitted to all Executive Board
members then in office and none of them objects to this form of adoption.
Adoption of resolutions in writing shall be effected by statements in writing
from all the Executive Board members. A statement from an Executive Board
member who wishes to abstain from voting on a particular resolution which is
adopted in writing must reflect the fact that he does not object to this form
of adoption.  14.7The Executive Board may deviate from the provisions
of clauses 14.3 (last sentence), 14.4, 14.5 and 14.6 if this is deemed
necessary by the CEO, considering the urgent nature and other circumstances of
the case, provided that all Executive Board members are allowed the opportunity
to participate in the decision-making process. The CEO and the Company
Secretary shall then prepare a report on a resolution so adopted that is not in
writing, which shall be added to the documents for the next meeting of the
Executive Board.  14.8A resolution adopted by the Executive Board may be
evidenced outside the Company through a statement from the CEO and/or the
Company Secretary.  14


CHAPTER IV
OTHER PROVISIONS  15.Conflicts of Interests of
Executive Board Members  15.1An Executive Board member
shall not:  (a)
  
  enter
  into competition with the Company;(b)
  
  demand
  or accept (substantial) gifts from the Company for himself or for his spouse,
  registered partner or other life companion, foster child or relative by blood
  or marriage up to the second degree;(c)
  
  provide
  unjustified advantages to third parties to the detriment of the Company; or(d)
  
  take
  advantage of business opportunities to which the Company is entitled for
  himself or for his spouse, registered partner or other life companion, foster
  child or relative by blood or marriage up to the second degree.(52)  15.2An Executive Board member shall immediately report
any conflict of interest or potential conflict of interest that is of material
significance to the Company and/or to him, to the Chairman of the Supervisory
Board and to the other Executive Board members and shall provide all relevant
information, including information concerning his spouse, registered partner or
other life companion, foster child and relatives by blood or marriage up to the
second degree. The Chairman of the Supervisory Board shall decide whether a
conflict of interest exists.(53)  15.3A conflict of interest
exists, in any event, if the Company intends to enter into a transaction with a
legal entity: (i) in which an Executive Board member personally has a
material financial interest; (ii) which has an executive board member who
has a relationship under family law with an Executive Board member;(54) or (iii) in
which an Executive Board member has a managerial or supervisory position.(55)  15.4An Executive Board member shall not take part in any
discussion or decision-making that involves a subject or transaction in
relation to which he has a conflict of interest with the Company.(56)  15.5All transactions in which
there are conflicts of interest with Executive Board members shall be agreed on
terms that are customary for arms-length transactions in the branch of
business in which the Company and its Subsidiaries operate. Decisions to enter
into transactions in which there are conflicts of interest with Executive Board
members that are of material significance to the Company and/or the relevant
Executive Board members require the approval of the Supervisory Board. The
Supervisory Board may delegate the power to approve such transactions to one or
more Supervisory Board members. Such transactions shall be published in the
Annual Report, together with a statement that a conflict of interest  
 (52)Dutch Corporate Governance Code, best practice
provision II.3.1. (53)Dutch Corporate Governance Code, best practice
provision II.3.2. (54)A relationship under family law exists between a
child, its parents and their blood relatives (Section 1:197, Dutch Civil
Code). (55)Dutch Corporate Governance Code, best practice
provision II.3.2 (continued). (56)Dutch Corporate Governance Code, best practice
provision II.3.3.  15


exists
and a declaration that the provisions of clauses 15.2 through 15.5 of these By-Laws
have been complied with.(57)  16.Remuneration
of Executive Board Members  The
remuneration and contractual terms of employment of Executive Board members
shall be determined by the Supervisory Board in accordance with article 19.2 of
the Companys articles of association and clause 12 of the By-Laws of the
Supervisory Board, within the scope of the remuneration policy adopted by the
General Meeting of Shareholders.  17.Outside
Positions  17.1An Executive Board member may not be a member of the
supervisory board of more than two companies. An Executive Board member may not
concurrently serve as chairman of the supervisory board of a company.
Membership of the supervisory board of affiliates of the Company does not count
for this purpose.(58)  17.2The acceptance by an Executive Board member of
membership of the supervisory board of a company requires the approval of the
Supervisory Board. Other important positions held by an Executive Board member
must be notified to the Supervisory Board.(59)  17.3Executive Board members shall not without prior
permission of the CEO following consultation with the Chairman of the
Supervisory Board or, in the case of the CEO, prior permission of the Chairman
of the Supervisory Board, accept:  (a)any other remunerated
position, including in an advisory or supervisory capacity; or  (b)any non-remunerated position
with third parties, with the exception of positions with local sports clubs,
social clubs, charitable institutions and schools.  18.Holding and Trading Securities  18.1Any shareholding in the Company by Executive Board
members is for the purpose of longterm investment.(60)  18.2Executive Board members are bound to the Buhrmann
Insider Trading Rules regarding securities of the Company and other
securities referred to in the Buhrmann Insider Trading Rules.  18.3The ownership of and transactions with securities by
Executive Board and Supervisory Board members other than as referred to in the
Buhrmann Insider Trading Rules is governed by  
 (57)Dutch Corporate Governance Code, best practice
provision II.3.4. (58)Dutch Corporate Governance Code, best practice
provision II.1.7. (59)Dutch Corporate Governance Code, best practice
provision II.1.7. (60)Dutch Corporate Governance Code, Principle II.2.  16


regulations
set by the Supervisory Board. These regulations are posted on the Companys
website.(61)  19.Confidentiality  No
Executive Board member shall, during his membership of the Executive Board or
afterwards, disclose in any way whatsoever to anyone whomsoever any information
of a confidential nature regarding the business of the Company and/or companies
in which it holds a stake, that came to his knowledge in the capacity of his
work for the Company and which he knows or should know to be of a confidential
nature, unless required by law. An Executive Board member is allowed to
disclose the above information to Executive Board members and Supervisory Board
members as well as to staff members of the Company and companies in which the
Company holds a stake, who, in view of their activities for the Company and/or
companies in which the Company holds a stake, should be informed of the
information concerned. An Executive Board member shall not in any way
whatsoever utilise the information referred to above for his personal benefit.  20.Miscellaneous  20.1Acceptance by Executive Board
members.Anyone who is appointed as an Executive Board
member must, upon assuming office, declare in writing to the Company that he accepts
and agrees to the contents of these By-Laws and pledge to the Company that he
will comply with the provisions of these By-Laws.  20.2Amendment.These By-Laws
may be amended by the Executive Board at any time and without any notification
being made, subject only to prior Supervisory Board approval.  20.3Interpretation.In the event
of lack of clarity or difference of opinion on the interpretation of any
provision of these 
By-Laws, the opinion of the Chairman of the Supervisory Board shall be decisive.  20.4Governing law and jurisdiction.These By-Laws are governed
by the laws of the Netherlands. The courts of the Netherlands have exclusive
jurisdiction to settle any dispute arising from or in connection with these
By-Laws (including any dispute regarding the existence, validity or termination
of these By-Laws).  20.5Complementarity to Dutch law and
articles of association.These By-Laws are complementary to the
provisions governing the Executive Board as contained in Dutch law, other
applicable Dutch, EU or foreign regulations and the Companys articles of
association. Where these By-Laws are inconsistent with Dutch law, other
applicable Dutch, EU or foreign rules and regulations or the Companys
articles of association, the latter shall prevail. Where these By-Laws are
consistent with the Companys articles of association but inconsistent with
Dutch law or other applicable Dutch, EU or foreign rules and regulations,
the latter shall prevail.  
 (61)Dutch Corporate Governance Code, best practice provision
II.2.6. Clauses 18.2 and 18.3 of these By-Laws assume the existence of two
separate sets of regulations, with the 18.3-regulations applying only to
Executive Board members and Supervisory Board members, while the 18.2
regulations also apply to other insiders. As an alternative, two
separate sets can be produced: one for Executive Board members and Supervisory
Board members, and the other for other insiders.  17


20.6Partial invalidity.If one or more
provisions of these By-Laws are or become invalid, this shall not affect the
validity of the remaining provisions. The Executive Board, subject to prior
approval of the Supervisory Board, may replace the invalid provisions by
provisions which are valid and the effect of which, given the contents and
purpose of these By-Laws is, to the greatest extent possible, similar to that
of the invalid provisions.  *****  18


ANNEX 1LIST OF DEFINITIONS  1.In the By-Laws of the
Executive Board and the Supervisory Board, the following terms have the
following meanings:  affiliated companyhas the meaning attributed
to it in Section 1 of the Disclosure of Major Holdings in Listed Companies
Act 1996 (Wet melding zeggenschap in ter
beurze genoteerde vennootschappen 1996).  Annual Accountsmeans the annual accounts of
the Company as referred to in Section 2:101 of the Dutch Civil Code.  Annual Reportmeans the annual report of
the Company drawn up by the Executive Board, as referred to in Section 2:101
of the Dutch Civil Code.  Audit Committeemeans the Committee
designated as such in clause 5 of the By-Laws of the Supervisory Board.  Buhrmann Insider Trading Rulesmeans the
insider trading rules of the Company regarding securities of the Company
and other securities referred to in these insider trading rules.  By-Lawsmeans the By-Laws of the Executive Board or
the By-Laws of the Supervisory Board, depending on the context, including the
annexes belonging thereto.  CEOmeans the Chief Executive Officer of the
Company.  CFOmeans the Chief Financial Officer of the
Company.  CNCG Committeemeans the Compensation,
Nominating and Corporate Governance Committee, designated as such in clause 5
of the By-Laws of the Supervisory Board.  Committeemeans, as regards the
Supervisory Board, each committee of the Supervisory Board as referred to in
clause 5 of the By-Laws of the Supervisory Board.  Companymeans Buhrmann N.V., and,
where appropriate, the subsidiaries and possible other group companies of the
Company, whose financial information is incorporated in the consolidated annual
accounts of the Company.  Company Secretarymeans the officer of the
Company who operates as the secretary of the Company and as secretary of the
Executive Board and Supervisory Board and who is appointed and may be dismissed
by the Executive Board subject to the approval of the Supervisory Board.  Disclosure Committeemeans the disclosure
committee appointed by the Executive Board, as referred to in clause 7.2 of the
By-Laws of the Executive Board.  Executive Boardmeans the Executive Board
of the Company.  19


External Auditormeans the accounting and
auditing firm that, in accordance with Section 2:393 of the Dutch Civil
Code, is charged with the audit of the annual accounts of the Company.  Form 20-Fmeans an annual report on Form 20-F
under the US Exchange Act.  General Meeting of Shareholdersmeans the
general meeting of shareholders of the Company.  group companyhas the meaning attributed
to it in Section 2:24b of the Dutch Civil Code.  in writingmeans by letter, by
telecopier, by e-mail, or by message which is transmitted via any other current
means of communication and which can be received in written form.  Remuneration Reportmeans the remuneration
report of the Supervisory Board regarding the remuneration policy of the
Company as drawn up by the Compensation, Nominating and Corporate Governance
Committee of the Supervisory Board.  Strategic Planmeans the strategic policy
and business plan of the Company designed to achieve its operational and
financial objectives as established pursuant to the provisions of the relevant
By-Laws of the Executive Board.  Subsidiaryhas the meaning attributed
to it in Section 2:24a of the Dutch Civil Code.  Supervisory Boardmeans the supervisory board
of the Company.  Supervisory Board Profilemeans the profile for the
size and composition of the Supervisory Board, as designated in clause 1.1 of
the By-Laws of the Supervisory Board.  Supervisory Board Reportmeans the report of the
Supervisory Board to be included in the Annual Report, as designated in clause
9.2 of the By-Laws of the Supervisory Board.  Works Councilmeans the works council of
the Company.  2.Save where the context
dictates otherwise, in the By-Laws of the Executive Board and the Supervisory
Board:  (a)
  
  words
  and expressions expressed in the singular form also include the plural form,
  and vice versa;(b)
  
  words
  and expressions expressed in the masculine form also include the feminine
  form; and(c)
  
  a
  reference to a statutory provision counts as a reference to this statutory
  provision including all amendments, additions and replacing legislation that
  may apply from time to time.  3.Headings of
articles and other headings in the By-Laws of the Executive Board and the Supervisory
Board are inserted for ease of reference and do not form part of the By-Laws
concerned for the purpose of interpretation.  20


ANNEX 2LIST OF INFORMATION TO BE INCLUDED IN THE
ANNUAL REPORT  II.1.2
  CG Code
  
  The
  broad outline of: (i) the operational and financial objectives of the
  Company, (ii) the strategy designed to achieve the objectives and
  (iii) the parameters to be applied in relation to the strategy.(62)II.1.4
  CG Code
  
  A
  statement from the Executive Board that the internal risk management and
  control systems are adequate and effective and report on the operation of the
  internal risk management and control system during the year under review.(63)II.1.5
  CG Code
  
  A
  report on the sensitivity of the results of the Company to the relevant
  external factors and variables.(64)II.3.4
  CG Code
  
  Publication
  of all transactions in which there are conflicts of interest with Executive
  Board members that are of material significance to the Company and/or the
  Executive Board members concerned.(65)III.6.3
  CG Code
  
  Publication
  of all transactions in which there are conflicts of interest with Supervisory
  Board members that are of material significance to the Company and/or the
  Supervisory Board members concerned.(66)III.6.4
  CG Code
  
  Publication
  of all transactions between the Company and legal or natural persons who hold
  at least ten percent of the number of votes to be cast in the Company.(67)IV.3.9
  CG Code
  
  A
  survey of all existing or potential anti-takeover measures and also an
  indication of the circumstances in which it is expected that these measures
  may be used.I.1
  CG Code
  
  In
  a separate chapter: the broad outline of the corporate governance structure
  of the Company, partly by reference to the principles mentioned in the Dutch
  Corporate Governance Code, indicating expressly to what extent it applies the
  best practice provisions in the Dutch Corporate Governance Code and, in the
  event of non- appliance, why, and to what extent, it does not apply it.(68)  Rules 1
  3a-15/
  15d/15 under
  the US Exchange
  Act of 1934
  The
  Executive Boards evaluations of the Companys internal control over
  financial reporting and disclosure controls and procedures.  
 (62)Executive Board By-Laws, clause 6.1. (63)Executive Board By-Laws, clause 7.5. (64)Executive By-Laws, clause 7.6. (65)Executive Board By-Laws, clause 15.5. (66)Supervisory Board By-Laws, clause 19.4. (67)Executive Board By-Laws, clause 5.8. (68)Executive Board By-Laws, clause 7.7.  21


NOTES TO THE ANNUAL ACCOUNTS  II.2
(2nd Principle) CG
  Code
  
  The
  information prescribed by law on the level and structure of the remuneration
  of the individual members of the Executive Board.II.2.14
  CG Code
  
  In
  addition to the information to be included pursuant to Section 2:383d of
  the Dutch Civil Code, a statement of the value of the options granted to the
  Executive Board members and the employees and an indication of how this value
  is determined.III.7
  CG Code
  
  The
  information prescribed by law on the level and structure of the remuneration
  of the individual members of the Supervisory Board.  -0-0-0-0-0-0-  22


ANNEX 3  LIST OF ITEMS TO BE PLACED ON THE COMPANYS WEBSITE  II.1.3 CG Code
  
  A code of conduct (the Buhrmann Business Principles
  and Code of Ethics).(69)II.1.6 CG Code
  
  Whistleblower Policy (included in the Buhrmann
  Business Principles and Code of Ethics) (70)II.2.13 CG Code
  
  The Remuneration Report of the Supervisory
  Board.(71)
  III.1.1. CG Code By-Laws of the Supervisory Board and all annexes
  thereto.(72)III.3.1 CG Code
  
  Supervisory Board Profile.(73)III.3.6 CG Code
  
  Rotation Plan of the Supervisory Board.(74)III.5.1 CG Code
  
  Charters and composition of the Committees.(75)III.7.3 CG Code
  
  Regulations concerning ownership of and transactions
  in securities by Executive Board members and Supervisory Board members.(76)IV.3.1 CG Code
  
  Announcement in advance of meetings with analysts,
  presentations to analysts, presentations to (institutional) investors and
  press conferences as well as publications of the relevant presentations after
  these meetings.(77)IV.3.6 CG Code
  
  The Company shall place and update all information
  which it is required to publish or deposit pursuant to the provisions of
  company law and securities law and regulation applicable to it, on a separate
  part of the Companys website  which means separate of the commercial
  information on the Company  that is recognisable as such.(78)  
 (69)Executive Board By-Laws, clause 6.2(b). (70)Executive Board By-Laws, clause 5.7. (71)Supervisory Board By-Laws, clause 12.1. (72)Supervisory Board By-Laws, clause 0.3. (73)Supervisory Board By-Laws, clause 1.1. (74)Supervisory Board By-Laws, clause 2.5. (75)Supervisory Board By-Laws, clause 5.4. (76)Executive Board By-Laws, clause 18.3; Supervisory Board
By-Laws, clause 23.3. (77)Executive Board By-Laws, clause 11.2. (78)Executive Board By-Laws, clause 12.  23


IV.3.7 CG CodeShareholders circulars drawn up by the Company.(79)  The
By-Laws of the Executive Board and all annexes thereto.(80)  Rotation
plan for Executive Board members.(81)  Essential
elements of contract with Executive Board member, immediately upon conclusion
thereof.(82)  Reports
of General Meetings of Shareholders.(83)  -0-0-0-0-0-0-  
 (79)Executive Board By-Laws, clause 10.3. (80)Executive Board By-Laws, clause 0.3. (81)Once available, see Executive Board By-Laws, clause
1.3. (82)Supervisory Board By-Laws, clause 12.4. (83)Supervisory Board By-Laws, clause 13.8.  24