|
|
|
|

UNITED
      STATESSECURITIES
  AND EXCHANGE COMMISSIONWashington,
  D.C. 20549

---

FORM
        20-F


|(Mark
            One)
|----------------------
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      
|                      

Commission
      file number 333-11768

BUHRMANN
        NV(Exact name
    of Registrant as specified in its charter)

THE
        NETHERLANDS(Jurisdiction
    of incorporation or organization)

Hoogoorddreef
        62, 1101 BE Amsterdam ZO, The Netherlands 
 (Address of principal
executive offices)

---

Securities
      registered or to be registered pursuant to Section 12(b) of the Act.

|Title
          of each class |  | Name
          of each exchange on which registered
|----------------------------- |  | ---------------------------------------------------
|                              |  |                                                    
|None                          |  | None                                               

Securities
    registered or to be registered pursuant to Section 12(g) of the Act.

None(title
of class)

Securities for
    which there is a reporting obligation pursuant to Section 15(d) of the Act.

81⁄4%
      Senior Subordinated Notes due 2014,77/8%
  Senior Subordinated Notes due 2015, andOrdinary Shares at a par value of EUR 1.20 per share each,represented by American Depositary Shares(Title of Class)

---

Indicate
      the number of outstanding shares of each of the issuers classes of
      capital or common stock as of the close of the period covered by the annual
      report.

179,324,704
      Ordinary Shares 
  53,281,979 Preference Shares A 0 Preferences
  Shares B

Indicate
      by check mark whether the registrant (1) has filed all reports required
      to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
      during the preceding 12 months (or for such shorter period that the registrant
      was required to file such reports), and (2) has been subjectto
      such filing requirements for the past 90 days.

| | Yes: | No: | 
| | ---- | --- | 

Indicate
    by check mark which financial statement item the registrant has elected to
    follow.

| | ITEM
            17 | ITEM
            18 | 
| | ------------------- | ------------------- | 



|
|
|
|





---



| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 
| |  | 

---



Back to Contents

| |  | Buhrmann                             |  |           | 1
| |  | ------------------------------------ |  | --------- | -
| |  | 2005
    Annual Report and Form 20-F |  | 4Contents



Contents









2
  About
    this Report1
  Buhrmann
    in 20055
  Letter
    from the President and CEO7
  Selected
    Financial Data8
  Executive
    Board and Senior Management2
  About
      Buhrmann11
   The
    Company16
   Group
    Financial Review22
   Overview
    of Business Segments3
  Corporate
      Responsibilities33
   Our
    People36
   Business
    Principles4
  Corporate
      Governance38
   Introduction38
   Executive
    Board39
   Supervisory
    Board42
   Regulations
    concerning Transactions in
    Securities42
   The
    (General Meeting of) Shareholders44
   The
    Audit of Financial Reporting and
    the Position of the Auditor45
   NYSE
    Listing Standards5
  Report
      of the Supervisory Board47
   Introduction47
   Supervision
    and Advice48
   Composition
    of the Supervisory Board and
    the Executive Board48
   Independence48
   Schedule
    of Attendance of the Supervisory Board
    and Committees49
   Committees
    of the Supervisory Board50
   Corporate
    Governance50
   Remuneration
    Report50
   Financial
    Statements and Dividend Proposal50
   Discharge50
   People50
   Looking
    ahead51
   Biographies
    Supervisory Board6
  Remuneration
      Report53
   Remuneration
    Policy58
   Remuneration
    Executive Board and
    Supervisory Board 2005




7
  Other
      Financial Information63
   Risk Factors67
   Risk Control Framework70
   Capital Resources72
   Research and Development72
   Inflation72
   Contractual Obligations, Contingent Liabilities73
   Off Balance Sheet Arrangements73
   Property, Plant and Equipment74
   Trend Information74
   Selected Financial Data8
   Financial
      Statements76
   Consolidated Statements of Income77
   Consolidated Balance Sheets78
   Consolidated Cash Flow Statements80
   Consolidated
    Statement of Recognised Income and Expense81
   Notes to the Consolidated Financial Statements139
   Company Balance Sheets139
   Company Statements of Income140
   Notes
    to the Company Balance Sheets and Statements of Income144
   Supplemental Guarantor Information9
   Other
      Information152
   Description
    of Share Capital and Articles of Association of Buhrmann NV157
   Significant Subsidiaries158
   Policy on Additions to Reserves and Dividends159
   Dividend Proposal160
   Report
      of Independent Registered Public Accounting Firm10
   Information
      Required under Form 20-F162
   Material Contracts163
   Exchange Controls164
   Exchange Rate Information165
   Taxation171
   Selected Financial Data US GAAP11
   Additional
      Information about Buhrmann Shares173
   Buhrmann Shares177
   Important DatesCross
      Reference to Form 20-F179
   Cross
    Reference to Form 20F


---



Back
    to Contents

|2 |  |                                      | Buhrmann |                        | 
|- |  | ------------------------------------ | -------- | ---------------------- | 
|  |  | 2005
    Annual Report and Form 20-F |          | 4About
    this Report

About this Report









Cautionary
      StatementThis
Annual Report contains forward-looking statements (within the meaning of the
US Private Securities Litigation Reform Act 1995) based on our best current information
and what we believe to be reasonable assumptions about anticipated developments.
Words such as expects, anticipates, intends and
other similar expressions are intended to identify such forward-looking statements.
These statements are based on certain assumptions and analyses made by Buhrmann
in light of its experience and its perception of historical trends, current conditions
and expected future developments, as well as other factors it believes are appropriate
under the circumstances. Because of the risks and uncertainties that always exist
in any operating environment or business, including, but not limited to, those
set forth under Risk factors (see page 63 to 67), we cannot give
any assurance that the expectations reflected in these statements will prove
correct. Actual results and developments may differ materially depending upon,
among other factors, industry conditions, currency values, competitive pricing,
customer demand, costs, risks related to the integration of acquisitions, legislative,
fiscal and regulatory developments and political and social conditions in the
economies and environments where Buhrmann operates. You are cautioned not to
place undue reliance on these forward-looking statements. Use of non-GAAP financial measuresIn
this Annual Report certain non-GAAP financial measures are presented because
Buhrmann believes each of these non-GAAP financial measures provides useful information
regarding the
Companys financial condition and results of operations.




Our non-GAAP financial measures should be considered in addition to, and not
as a substitute for or as a superior measure to, measures of financial performance
reported in our primary financial statements. In the Group Financial Review and
Financial Review per business segment, the most directly comparable GAAP figures
have been presented together with a reconciliation of the GAAP and non-GAAP figures. Below is an explanation of why we believe each of the non-GAAP financial measures
used in this Annual Report provides useful information regarding our financial
condition and results of
operations. Constant exchange ratesOur reporting
currency is the euro. The majority of our business is conducted in currencies
other than the euro. The position in relation to the US dollar is, in particular,
relevant. Results of subsidiaries denominated in currencies other than the euro
are translated into euro at an average exchange rate for the period. In this
Annual Report, in particular the Group Financial Review and Financial Review
per business segment in the
chapter About Buhrmann, we include discussions on the performance
of our businesses based on constant exchange rates. We use constant exchange
rate analysis to give a year-on-year measure of change which excludes the effect
of fluctuations in currency exchange rates because fluctuations in currency exchange
rates are outside of our control and may distort our underlying performance and
result. Changes of results at constant exchange rates as disclosed in this Annual Report
are calculated by translation of prior year results into euro at a current year
average exchange rate. Changes of results at constant exchange rates can be materially different to
changes based on our reported results because prior year average exchange rates
can be significantly different from
current year average exchange rates.


---



Back
    to Contents

| |  | Buhrmann                             |  |                        | 3
| |  | ------------------------------------ |  | ---------------------- | -
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    this Report

About this Report







Organic sales analysisThe organic sales
analysis presented in this Annual Report eliminates all factors that disturb
a like-for-like comparison. In addition to the currency exchange rate movements
discussed above, these factors include such items as acquisitions, divestitures,
variations in the number of working days and the ongoing move from a gross sales-based
to a commission-based model in ASAP Software. We use organic sales
analysis, in conjunction with constant exchange rates to give a measure of the
underlying growth year-on-year. The factors mentioned above can have a significant
impact on a business segments reported results. Their exclusion provides
a useful insight into the underlying performance of the business segment and
enables us to monitor the performance of both the underlying activities and acquired
activities. Organic performance can be materially different to the reported performance
of a business segment. In each instance where we present organic results, we
also present a table which illustrates the basis on which the result is derived
and
a reconciliation to the nearest comparable GAAP measure. PublicationsThis
report complies with the regulations in the Netherlands regarding financial reporting
and is also the basis of Buhrmanns Annual Report on Form 20-F. A cross-reference
table to Form 20-F is included in this report on page 178. Certain exhibits to
the Form 20-F will be filed with the SEC. Presentation of financial and other informationBuhrmann
has adopted the International Financial Reporting Standards
(IFRS) with effect from 1 January 2005. Our transition date is 1
January 2004 as this is the start date of the earliest period for which full
comparative information under IFRS is presented. Until 31 December 2004 Buhrmann
reported under accounting principles generally accepted in the Netherlands (Dutch
GAAP). The effects of transition from Dutch GAAP to IFRS are shown on pages
131 to 138 in the chapter Financial Statements. The most important
IFRS accounting policies are listed on pages 81 to 89.




IFRS differs, in certain significant aspects, from accounting principles generally
accepted in the United States of America (US GAAP). For a discussion of the principal
differences between IFRS and US GAAP, as they relate to Buhrmann, and a reconciliation
of net result and shareholders equity from IFRS to US GAAP, please see
Note 37 to our Consolidated Financial Statements included on page 120 to 129
in this Annual
Report. Amounts expressed in this Annual Report in euro, EUR or €  relate
to the single currency of the member states of the European Union that have adopted
such currency in accordance with legislation of the European Union relating to
European Economic and
Monetary Union. The euro is Buhrmanns reporting currency. Amounts expressed in GBP or £ relate to the British pound, amounts in AUD or A$ relate to Australian dollars and amounts expressed
in USD, $, US$, or US dollar relate
to dollars of the United States of America. Exchange rate information, including Noon Buying Rates in New York, is given
on page 164. Use in this Annual Report of the terms we, us, our,
the Buhrmann Group, the Group, Buhrmann and
the Company refer to Buhrmann NV and its subsidiaries on a consolidated
basis except where otherwise
specified or clear from the context. Amounts in millions are rounded to the nearest million, therefore amounts may
not equal (sub) totals due to rounding. Documents on displayCopies
of this Annual Reports and documents referred to within this Annual Report are
available for inspection upon request at the Buhrmann Corporate Centre at Hoogoorddreef
62, 1101 BE Amsterdam ZO, the Netherlands (telephone +31 (0)20 651 11 11) and
the SECs public reference room located at 450 Fifth Street, NW, Washington
DC, 20549. In addition, Buhrmanns SEC filings are also available through
the SECs
website
www.sec.gov.


---



Back
    to Contents

| |   |                          |                                                   | 
| | - | ------------------------ | ------------------------------------------------- | 
| | 4 |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   | 4Chapter
          1     |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   | Buhrmann
        in 2005 |                                                   | 
| |   |                          |                                                   | 
| |   | 5                        | Letter
            from the President and CEO     | 
| |   | 7                        | Key
            Figures                           | 
| |   | 8                        | Executive
            Board and Senior Management | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                  
| |   |                          |                                                   | 
| |   |                          |                                                   | 
| |   |                          |                                                   | 

---



Back
    to Contents

| |  | Buhrmann                         |  | Chapter
    1     | 5
| |  | -------------------------------- |  | ----------------- | -
| |  | 2005 Annual Report and Form 20-F |  | 4Buhrmann in 2005

Letter from the President and CEOA Year
of Achievement



| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | 
| |  | circumstances,
          we witnessed accelerating sales growth in Europe. Our operation in
          Australia has continued to lead the way with growth based on the single-source
          supplier concept.
      Demand
          for new presses from Graphic Systems was up, but lower compared to
          previous cyclical recoveries. However, our Triple S strategy  service,
          supplies and spare parts  offering a total solution to print
          companies underpinned our performance. Next to reducing cyclicality
          it also serves as a platform on which to sustain long-term relationships
          with our customer base.
      In
          order to provide international customers consistency in service and
          support, the Company extended its reach with partnerships in Latin
          America, Eastern Europe and Asia. This fully underlines our proposition
          of providing the widest global coverage of any office products supplier.
      The
          Company improved its financial structure by repurchasing all the outstanding
          Preference Shares C funded primarily by a€250 million rights offering and a US$150
          million Senior Subordinated Notes offering. Also our capital structure
          has benefited from continuous focus on the need to minimise working
          capital and cost control.
      This
          has further put us in a position, as opportunities arise, to make acquisitions
          that will enhance our competitive position and create further value
          for our shareholders. In this regard we acquired several smaller companies
          in the packaging, janitorial and office products sector. This is in
          line with the desire to broaden our product categories and we are seeking
          acquisitions to support that expansion. In Europe acquisitions will
          be aimed at extending our geographical footprint.
      Satisfying
              customer needsBy
        setting our sights on satisfying customer needs we have demonstrated
        our ability, not only to service customers, but to anticipate their requirements.
      We
          have had success in demonstrating to our customers the benefits of
          our single-source supplier concept. We are pleased with the progress
          we have made. Growing numbers of our customers are buying in to the
          cost and time savings and the convenience that arises from concentrating
          purchases through a single supplier.
      This
          is being achieved by the broader range of products we offer. We sell
          an increasingly wide selection of products to a growing proportion
          of our customer base. In addition to office and computer supplies,
    we deliver print and forms, promotional articles, furniture and computer
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| |  | Dear
            Shareholder and other Readers,We are pleased with our performance in 2005. In particular
      we have seen the successful execution of strategies that reinforce Buhrmanns
      reputation as a profitable, global business services and distribution company.
      This year of achievement resulted in the delivery of sustainable growth
      and significant value creation for our stakeholders.
      All
          our businesses delivered significant sales growth. We increased our
          market share in the large account business, benefiting from our continuing
          investments in advanced logistics, eCommerce solutions and sales force
          effectiveness. We grew mid-market sales.
      These
          favourable developments have been supported by healthy economic conditions
          in North America and Australia. Here, sustained growth was underwritten
          by a gradual growth of white-collar employment. Despite challenging
    economic                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | 



---



Back
    to Contents

|6 |  |                                      | Buhrmann |                      | Chapter
    1
|- |  | ------------------------------------ | -------- | -------------------- | -------------
|  |  | 2005
    Annual Report and Form 20-F |          | 4Buhrmann
    in2005

Letter from the President and CEO







software,
    as well as facility and break room products. We expect sales from these new
    categories to increase significantly over the next couple of years. Demand
    for these products is ensuring that we further optimise our logistical capabilities. Currently mid-market customers represent 20% of total office products sales.
As a result of investments made and our refocus on the high-value end of the
mid-market segment, we have been able to achieve modest sales growth in the second
half of 2005. The extension of our product range has gone hand-in-hand with the further development
of our private brands programme. Customers are showing a growing appreciation
of the value of private brand products which compete favourably in terms of both
quality and price with other, heavily-marketed brands. Some 25% of our office
supplies and computer supplies turnover in 2005 was represented by private brands,
up from 20% in 2004. Pursuing operational excellenceOur achievements
in 2005 were spurred by our pursuit of operational excellence. By this we mean
the streamlining of our management, sales, service, sourcing, IT and logistical
processes in
order to maximise growth opportunities and add value. The centralisation of customer care operations in North America, bringing together
operators from 28 sites to a facility in the Denver, Colorado area will improve
the service we are able to offer benefiting our customers well into the future.
Also the extension of our shared service activities for the back-office is resulting
in improved, more efficient operations. Our ongoing investment in sophisticated logistics infrastructure has ensured
that we are able to deliver tomorrow what has been ordered today. Our distribution
centres use advanced management systems and state-of-the-art technology. For
example, in 2005 our U.S. operation implemented the Roadnet road management system
that plans and executes delivery routes with greater efficiency. We have more than justified our strategy of continuing investment in our eCommerce
infrastructure. eCommerce transactions now account for more than 40% of office
products turnover. eCommerce continues to shrink transaction costs and the integration
of our systems with that of our customers promotes the principle of exclusivity,
giving us a growing
share of our customers spend.




We have continued the process of building relationships with preferred suppliers.
In 2005 we started to see the rewards of our global sourcing initiative. We have
taken the logical step of expanding our procurement catchment area beyond single
markets. This keeps on adding to our purchasing power and entrenches the culture
of cost-effective procurement in all our operations. As a service-oriented business, it is no surprise that a large proportion of
our employees are customer-facing, in the field and inside selling positions.
The quality of our people is critical to our success so we regard them as an
essential part of our foundation and future. PeopleBuhrmann
staff have played a vital role in ensuring that the strategies the Company has
laid down are executed. On behalf of the Board and our shareholders I would like
to thank
Buhrmanns employees for the high standards of customer service we have
been able to achieve and for the sales growth and profitability to which they
have contributed. Delivering profitable growthBuilding
on the foundations laid over the past years we face 2006 in good position. With
a future shaped by 18,000 dedicated employees, all the building blocks are in
place. We are committed to further strengthening our competitive position in
the industry and to play an active role in any industry consolidation. We are poised to deliver sustainable growth by pursuing operational excellence
and satisfying customer needs. In the years to come we will continue to grow
the Company on the basis of our clear strategy. We will continue to provide businesses
and institutions with everything they need to keep their offices running, to
help our customers streamline their procurement processes and reduce their purchasing
costs. Reinforcing our single-source supplier concept, we will supply the wider
product ranges that are essential to the modern office environment.  Frans KoffriePresident
and CEO


---



Back
    to Contents

| |  | Buhrmann                         |  | Chapter
            1 | 7
| |  | -------------------------------- |  | --------------------- | -
| |  | 2005 Annual Report and Form 20-F |  | 4Buhrmann in 2005    

Key Figures







The following
    tables present key figures as of and for the years ended 31 December 2004
    and 2005. The key figures should be read in conjunction with our consolidated
    financial statements and the notes thereto included elsewhere in this Annual
    Report. Additionally, please see the Group Financial




Review in chapter 2 starting on page 16 for a description of major events that
may affect the comparability of the results of operations presented below.









Income
  statement data in
      millions of euro
   2005
   
   2004Net sales
   5,890
   
   5,553Gross contribution
   1,776
   
   1,671Operating result
   232
   
   214Result before taxes
   46
   
   94Taxes
   (25
   )
   13Net result
   21
   
   107Attributable to:Holders
      of ordinary shares Buhrmann NV
   2
   
   90Minority interests in Group companies
   19
   
   1821
   
   107 Balance sheet data in
      millions of euro, at period end
   2005
   
   2004Goodwill
   1,499
   
   1,322Working capital
   474
   
   388Total assets
   4,042
   
   3,659Long-term borrowings
   1,184
   
   1,265Total equity
   1,510
   
   1,118 Other data in
      millions of euro, unless stated otherwise
   2005
   
   2004Basic net
    result attributable to shareholders of ordinary shares Buhrmann NV per ordinary
    share (in euro)
   0.01
   
   0.62Number of ordinary shares outstanding at year-end (in thousands)
   178,750
   
   137,595Dividend declared per ordinary share (in euro)
   0.17
   *
   0.14A
   Net cash provided by operating activities
   232
   
   276B
   Net cash used in investing activities
   (86
   )
   (85
   )A+B
   Cash flow available for financing activities
   145
   
   191* Subject
    for approval Annual General Meeting of Shareholders.


---



Back
    to Contents

|8 |  |                                  | Buhrmann |                           | Chapter
    1
|- |  | -------------------------------- | -------- | ------------------------- | -------------
|  |  | 2005 Annual Report and Form 20-F |          | 4Buhrmann
        in 2005

Executive Board and Senior ManagementBiographies
of Executive Board







1Frans KoffriePresident
and CEO, joined Buhrmann in 1988. In 1990 he was appointed a member of the Executive
Board and
became the Groups President and CEO in 1998. Mr Koffrie is a Dutch national, born
in Weert, the Netherlands on 15 May 1952. He holds a Masters degree in Business Economics (Amsterdam University) and a Bachelors degree in Law (Erasmus University Rotterdam). Before he joined Buhrmann predecessor VRG-Groep, he worked for
Vroom & Dreesmann and Triumph-Adler Nederland BV. Within the Executive Board he holds responsibility for the Office Products Europe Division, Strategy, Investor Relations & Corporate
Communications, General and Legal Affairs, and Internal Audit. Mr Koffrie is
a member of the supervisory board of Royal Wessanen NV and a member of the supervisory
board of Nyenrode Business Universiteit. 3   Mark HoffmanPresident
of the Office Products North America Division and President and CEO of Corporate
Express, Inc.,
Mr Hoffman joined Buhrmann in 1999. He was appointed a member of the Executive
Board in 2002. Mr Hoffman is an American national, born in Jackson, MI on 31
August 1952. He holds a Masters of Business Administration from Harvard
Business School. Before he joined Buhrmann, he was the CEO of APS Holdings and
also held management
positions with W.W. Grainger, TRW, Inc. and Lockheed Corporation.




2George DeanResponsible
for the Graphic Systems Division and the Office Products Australia Division,
he joined
Buhrmann in 1990. He was appointed as a member of the Executive Board in 1998.
He was President of the Paper Merchanting Division until the divestment of these
activities on 31 October 2003. In addition to his responsibility for supervising
the two aforementioned Divisions, Mr Dean also holds responsibility within the
Executive Board
for Human Resources and Group Real Estate. Mr Dean is a British national and
was born in Perth (Scotland) on 18 February 1947. He holds a Bachelor of Science
Honours Degree in Chemical Engineering from the University of Edinburgh. Before
he joined
Buhrmanns predecessor VRG in 1990, he worked with the Wiggins Teape Group
for 21 years. 4   Floris WallerJoined
Buhrmann in 1999, and was appointed a member of the Executive Board and CFO in
the same year. Mr
Waller is a Dutch national, born in Leiden, the Netherlands on 21 December 1958.
He has
a Masters degree in Business Economics and a CPA Degree (both from the Erasmus University Rotterdam). Before he joined Buhrmann he worked with Unilever for 15 years in various financial management positions. Within the Executive Board he holds
responsibility for: Accounting & Control, Corporate Finance & Group Treasury, Corporate Tax & Pensions, Risk Management, Information Technology, Mergers, Acquisitions & Divestments, the Holdings, and  jointly with the CEO
 Investor Relations and Internal Audit. Mr Waller is a member of the supervisory
board of Univar N.V.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
    1             | 9
| |  | ---------------------------------------- |  | ------------------------- | -
| |  | 2005
        Annual Report and Form 20-F |  | 4Buhrmann
        in 2005

Executive Board and Senior ManagementManagement
Structure







Executive BoardFrans
Koffrie 1952
President & CEO George Dean
    1947
Member Mark
Hoffman 1952President
North American operations Floris Waller
    1958
CFO CorporateKees Bangma1956Director
Corporate Finance and Group Treasury Herman Brauckmann
    1948
Director Mergers, Acquisitions and Divestments Gerard van
    Buttingha Wichers 1964
Director Investor Relations and Corporate
Communications Neil Callahan
    1943
Director Information Technology Rutger Goldschmeding
    1961Director
Accounting and Control Roelof Hoving
    1962
Director Corporate Tax and Pensions Heidi van
    der Kooij 1962
General Counsel
and Company Secretary Chris Thrush
    1951
Director Human Resources Cor Zwart
    1946
Director Internal Audit




Operations Office Products North AmericaMark
Hoffman 1952
President and CEO John Brenholt
    1962
CFO Corporate Express North AmericaJay Mutschler
1952
President Central/East Region Gary Gonsalves
    1957
President West/South Region Rick Toppin
    1958
President Canada Brian Kaplan
    1959
President Imaging and Computer
Graphics Supplies Michael Cate
    1965
President Document and
Print Management Dennis Multack
    1947
President Promotional Marketing ASAP SoftwarePaul
Jarvie 1952
President Corporate Express EuropePeter
Ventress 1960
President Robert VanHees
    1969
CFO Corporate Express AustraliaGrant
Harrod 1962
Managing Director and CEO Grant Logan
    1952
CFO Office Products Global MerchandisingRon
Lalla 1958
Executive Vice President Graphic SystemsCarl
Thomas 1947
President Gerhard Nijhuis
    1949
Financial Director


---



Back
      to Contents

| |    |                        |                                           |                                
| | -- | ---------------------- | ----------------------------------------- | -------------------------------
| | 10 |                        |                                           |                                
| |    |                        |                                           |                                
| |    |                        |                                           |                                
| |    |                        |                                           |                                
| |    |                        |                                           |                                
| |    | 4Chapter
          2   |                                           |                                
| |    |                        |                                           |                                
| |    |                        |                                           |                                
| |    | About
        Buhrmann |                                           |                                
| |    |                        |                                           |                                
| |    | 11                     | The
            Company                   |                                
| |    |                        | 11                                        | General
            Information
| |    |                        | 11                                        | Structure                      
| |    |                        | 12                                        | History                        
| |    |                        | 12                                        | Strategy                       
| |    |                        | 13                                        | Industry
            Context   
| |    | 16                     | Group
            Financial Review        |                                
| |    | 22                     | Overview
            of Business Segments |                                
| |    |                        | 22                                        | Office
            Products    
| |    |                        | 30                                        | Graphic
            Systems    
| |    |                        |                                           |                                
| |    |                        |                                          
| |    |                        |                                           |                                
| |    |                        |                                           |                                
| |    |                        |                                           |                                

---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2   | 11
| |  | ------------------------------------ |  | --------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About Buhrmann



The Company







General
        informationBuhrmann
  is one of the worlds leading suppliers of office products to businesses
  and institutions. This includes primarily its operations under the trade name
  Corporate Express and desktop software sold through ASAP Software. It has a
  global distribution network spanning North America, Europe and Australia. In
  addition, through its Graphics Systems business, Buhrmann is a distributor
  of graphic equipment and related services in six European countries. The Company
  generated net sales of€5.9
  billion in 2005. Over the past years the Company has demonstrated the adaptable
  and efficient nature of its business model through the successful integration
  of three significant acquisitions, namely Corporate Express, the office products
  business of US Office Products Company and the
  office products division of Samas Groep NV, as well as a number of smaller acquisitions. Buhrmanns customer relationships, logistics and IT infrastructure have
created the opportunity and the capacity that allows us to deliver more than
traditional office and computer supplies. These include print and forms, promotional
articles, furniture and desktop software, as well as facility and break room
supplies. While expansion into such areas is a response to an evolution of customer
demands towards single-sourcing,
it
also optimises the use of our logistic capacity. The majority of office products sales arise from contracts with major companies
with which Buhrmann has integrated its highly successful eCommerce platforms
and other IT applications.
eCommerce generates over 40% of Buhrmanns total sales of office products.
eCommerce considerably reduces customers transaction costs and allows customers
to speed up their ordering process by viewing assortments and pricing.
Buhrmanns single-source supplier concept encourages customers to concentrate
purchases through a single supplier, which further streamlines their procurement
processes and enables them to reduce purchasing costs.




StructureBuhrmann
NV is the ultimate parent company over the subsidiary companies which conduct
their business on a worldwide basis. Our significant subsidiaries are listed
on pages 157. All subsidiaries are wholly owned, except for our Australian and
New Zealand subsidiaries (Corporate Express Australia Ltd and Corporate Express
New Zealand Ltd), in which Buhrmann owns a 53% interest. Buhrmann NV is a public limited company (Naamloze Vennootschap), incorporated
under the laws of the Netherlands and has its statutory seat in Maastricht, the
Netherlands. Buhrmanns corporate head office is located in Amsterdam, the
Netherlands. Buhrmann
      has five business segments which are organised into four divisions, reflecting
      a customer-focused and sales-driven structure:
   Office
       Products North America, or Corporate
       Express North America includes the activities of Corporate Express
       in the United States and Canada.
   Office
       Products Europe, or Corporate Express Europe, covers the activities
       of Corporate Express in the Benelux, Germany, the United Kingdom and a
       number of other countries, as well as the Veenman copier businesses.
   Office
       Products Australia, or Corporate Express Australia covers
       the activities of Corporate Express in Australia and New Zealand.
   ASAP Software
       operating mainly in North America.
   The Graphic
       Systems businesses in six countries in Europe. Each business segment
has its own management reporting to Buhrmanns Executive Board. Corporate
Express North America and ASAP Software are managed through the North American
Division, while the Corporate Express businesses in Europe are managed from the
European Division and the Australian/New Zealand business through the Australian
Division. Our remaining businesses are managed through the Graphic Systems Division.


---



Back
    to Contents

|12 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann



The Company







The Executive
      Board is supported by the Corporate Centre, primarily located in Amsterdam,
      the Netherlands. Corporate and holding costs are reported as a separate
      activity. HistoryIncorporated
in 1875, Buhrmann NV has evolved into an office products supplier from its origins
as the Koninklijke Nederlandsche Papierfabrieken NV (KNP). The transition from paper maker to an office products supplier began in 1993
when KNP merged with Buhrmann-Tetterode NV and VRG-Groep NV. The resulting conglomerate,
NV Koninklijke KNP BT (KNP BT) defined packaging, business services and distribution
as its portfolio. In 1997 both the protective and flexible packaging activities and the paper-manufacturing
subsidiary were sold. The following year the remainder of the packaging business
was divested. The remaining business services and distribution services of KNP
BT were renamed Buhrmann NV. In 1999 Buhrmann complemented its office products activities with the acquisition
of Corporate Express, Inc. Operating in North America, Europe and Australia,
Corporate Express ran a distribution business for office and computer supplies,
office furniture, imaging and computer graphic supplies and desktop software. In 2000, Buhrmann divested the Information Systems Division. In 2001, Buhrmann strengthened its office products activities with two acquisitions:
the North American office products business of USOP and the European office products
division of Samas. Seeking to concentrate on the office products market while strengthening its
capital structure, in 2003 Buhrmann divested its paper merchanting division to
Australian-based PaperlinX
Limited.




Following the Corporate
Express acquisition, Buhrmanns interest-bearing debt had increased significantly
to€2.0
billion at December 1999. In order to adjust the capital structure to the development
in the business, subsequent steps in debt restructuring and reduction have been
made. These financial measures included the issuance of Subordinated Convertible
Bonds in late 2003. Furthermore, in July and September 2004 all outstanding 2009 Notes were redeemed
through the issuance of US$150 million 81/4% Senior Subordinated Notes due 2014. Additionally, in March 2005 Buhrmann completed the repurchase of all its issued and outstanding Preference Shares C and
renegotiated the terms of its Senior Facilities Agreement in November 2005. StrategyAs a
specialised services and distribution company, our focus is on servicing businesses
and institutions by delivering an extensive range of products for their daily
work. We have chosen to work on a purely business-to-business basis and we believe
that direct distribution is a key value-added service helping our customers reduce
their process-related procurement costs. We have a strong technological focus,
being convinced that integrated IT solutions and intelligent eCommerce tools
are key to streamline the supply chain. We are committed to delivering sustainable and profitable growth. We aim to achieve
this through generating organic sales growth and gaining market share in the
large account segment that represents around 80% of our sales. Our strong market
positions and our ongoing focus on cost control will drive profitability. We have identified a number of initiatives that will help us achieve that ambition.
One of the ways in which we are growing sales is to look beyond the successful
penetration of the large account segment and to seek further opportunities in
the more profitable, high end of the mid-market segment. Supply to the mid-market
is still highly fragmented and we offer mid-market companies an excellent service
where they too can benefit from outsourcing procurement and contracting with
a single-source supplier.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
        2 | 13
| |  | ---------------------------------------- |  | ----------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4About Buhrmann  



The Company







Another way
    in which we are growing sales and securing a greater share of our customers spend
    is by broadening our product range. By offering traditional and non-traditional
    office products such as print and forms, promotional articles, furniture,
    and computer software but also facility and break room products, we are meeting
    a wider set of needs among our customer base. This helps us in positioning
    Buhrmann as the preferred single-source supplier to our customers. By helping
    them streamline their ordering through Buhrmann they are removing the unnecessary
    hassle of multiple invoices and the additional administration of managing
    several suppliers. The proportion of our business from companies that have
    seen the value of this approach is growing steadily. We are taking advantage
    in this regard from the trend among large companies to outsource non-strategic
    tasks such as procurement. As we focus on generating profitable sales growth, we also have identified a
number of margin-enhancement initiatives. We have developed a successful range
of private label products, notably the Corporate Express brand, where we deliver
customers competitive alternatives to well-known branded products. Additionally, our preferred supplier programme is helping us to concentrate procurement
towards a reduced group of suppliers. This process is being reinforced by our
global sourcing initiative where we are sourcing high quality products at competitive
prices from Asian countries. For a discussion of
the risks associated with the implementation of the Companys strategy,
see pages 63 to 67. Industry contextStructureOur markets
can be defined in terms of the demand for a certain number of office products
categories. The demand arises from the usages in offices, office like environments
(such as at home), but also in other environments like educational programmes
or manufacturing facilities.




For Buhrmann, we define the office products market based on the office products
categories we actually have on offer in the office market. This office market is being served by many participants with widely different
business models and sizes. Except for office products distributors it includes
for example copier resellers, manufacturers of office products with direct distribution
capabilities, paper merchants and other distributors, supermarket chains and
general department stores. Buhrmann and its direct competitors are often referred
to as the office products distributors industry. Although (potential) customers
source office products in many different ways, generally three channels are distinguished:
direct distributors, which can be subdivided into large national and small regional
businesses; direct
mail; and retail companies. 
   Large,
       national distributors (such as Corporate Express) serve mainly large-
       and medium-sized business customers often on the basis of a contractual
       framework. Products are presented in printed catalogues, brochure flyers
       and on the internet. These firms maintain a wide range
       of inventory items primarily sourced directly from vendors. They operate
       a network of distribution centres allowing them to deliver to customers
       on the next business day across
a wide geographical area.Smaller,
      transactional distributors carry a limited range of products in stock and
      use wholesalers extensively. Sales are generally made in a limited geographical
      area only to medium and small business customers without having formal
      contracts in place. They rely on wholesaler intermediaries for inventory
      backup, product depth and delivery. Some of these distributors operate
      as stockless dealers relying entirely on wholesalers for their
      fulfilment.


---



Back
    to Contents

|14 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

The Company








   Direct
       mail companies generally target small home offices and medium size business
       customers.While their procurement and order fulfilment functions are similar
       to contract stationers, direct marketers rely on a narrower
       assortment of products.They operate primarily by using catalogues and
       other directmarketing programmes rather than a direct sales force. They
       generally use generic third parties to deliver products.
   Office
       product retailers generally serve smaller businesses, home offices and
       individual customers.Customers obtain their products at the retail outlet
       which often offers a
some what different range of products than in the business-to-business channels. Competitive factorsBuhrmann
operates in a highly dynamic marketplace, particularly because competition is
not limited to market participants with a specific position in a channel. Also,
within each channel, there are multiple players with different kinds of propositions
to the customers, creating many alternative solutions for the demand side of
the market. More details on competition within our channels are given in the
sections on
the Companys
business segments. The three most significant competitive factors in the office products industry
are service (for example ease of ordering, delivery speed and reliability), price
and the total procurement costs
from the perspective of the customer. Customer demand for attractive pricing, IT capabilities, private brands and a
wide choice of products gives larger players a competitive edge. However, components
of service such as fast and complete delivery can be achieved by any size of
player and thus ensure that competition remains vigorous. Product quality is less of an issue since all distributors can carry or source
the same or similar products. Private brand strategies also aim to differentiate
in this area.




SeasonalitySales
correlate with white-collar employment and the average amount spent per employee,
as people working in offices are the largest consumers of office supplies. Hence
there is a relationship between sales and the number of effective working days
in a quarter. Items such as software or furniture are typically negotiated at
month or at quarter ends. TrendsCustomers
increasingly seek to control purchases of office products by centralising their
contractual arrangements. At the same time, they also expect delivery to multiple
locations on a local, regional, national or international level. Lastly, large
companies have been focusing on their cost structures leading to decisions to
outsource non-strategic tasks such as procurement of non-mission critical purchases
such as office
products. Therefore, Buhrmann strongly believes that large companies are increasingly attracted
to the use of a single-source supplier. This allows them to consolidate purchasing
power and eliminate the internal costs associated with complex, multiple deliveries,
multiple invoices and varied ordering procedures, uneven service levels and inconsistent
product availability. It also allows them to compare purchasing patterns of departments,
locations
and business units with each other. Major players in the industry, such as our Corporate Express business, therefore
keep investing in extensive information technology, eCommerce and logistical
infrastructures. The low value per order, high order volume, dispersed ordering
points and multiple delivery locations that customers seek, require a sizeable
fixed cost base that allow to deliver what has been requested. As a result, the
eCommerce business model becomes increasingly
attractive to customers. Sales, marketing and customer relationsCorporate
Express markets and sells its products and services to both contract and non-contract
business customers through a network of account managers servicing national accounts
and local sales representatives.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2       | 15
| |  | ------------------------------------ |  | ------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    Buhrmann

The Company







Many contract customers enter into agreements setting service levels for certain
products over a particular period, typically two to three years minimum after
which contracts are often rolled
over. Corporate Express also provides its customers with customised billing and usage
information. This helps customers to analyse and rationalise their ordering and
usage of office supplies and to
use such information for budgeting purposes. Sourcing, assortment
and supplier relationsIn volume
terms a large majority of the products are purchased directly from manufacturers,
who deliver the products to Buhrmanns distribution centres. Additionally,
lower volume items are sourced from various types of wholesalers. To optimise sourcing,
Buhrmanns sourcing strategy has been to establish preferential relations
with certain suppliers with whom it can derive mutually attractive supply chain
economics. To further maximise its purchasing power, Buhrmann has been consolidating, and
will continue to consolidate its purchases from key suppliers. This includes
the sourcing of the office products
sold under the private brand names of which Corporate Express is
the most important. Promoting the preferred supplier initiative increases the
importance of Buhrmann to those suppliers. This leads to better pricing, lower
sourcing costs and working capital and it results in long-term supplier relationships
that benefit Buhrmann and its customers. To optimise our merchanting activities we have created a new position, responsible
for the development of our merchandising on a global scale. This should lead
to more efficient sourcing of private brands, a more effective assortment of
products with improved category management and an optimal mix of global and regional
suppliers.




Like all companies, Buhrmann is subject to price changes for commodities, including
energy. The Companys contractual arrangements with customers generally
allow cost increases to be passed through albeit subject to review respectively
negotiation with the customers. IT and logisticsCustomers
have access
to Buhrmanns product assortment through the online ordering system and
printed catalogues, including some catalogues tailored for specific markets. Orders are placed either over its proprietary eCommerce system or by traditional
means such as telephone,
fax or mail. Buhrmanns larger distribution centres typically have over
10,000 stock keeping units. Orders for items in stock are routed to the appropriate
distribution centre for order fulfilment. Where items are not part of the regular
stock, orders are transmitted mostly via the electronic data interchange (EDI)
to vendors
or wholesalers for fulfilment. Buhrmann is able to acquire most items unavailable in its own inventory on the
same order cycle as those kept in stock. At shipment these are combined with
the in-stock items. In North America the first time fill rate is over 98%; in
Europe it is 95%. Buhrmanns advanced logistics system is the key to its efficient distribution
network that allows
for next-day delivery across its office products markets. Buhrmann typically operates from a single regional distribution centre that generally
supports multiple distribution breakpoints and satellite sales offices. A combination
of owned vehicles and third-party delivery services are used to deliver office
products.


---



Back
    to Contents

|16 |  |                                          | Buhrmann |                         | Chapter
        2
|-- |  | ---------------------------------------- | -------- | ----------------------- | -----------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4About
        Buhrmann

Group Financial
    Review







Major events in 2005 and 2004The
Financial Review should be considered in light of the following, major events: 2005On 31
March 2005, the repurchase was completed of all our issued and outstanding Preference
Shares C for an aggregate purchase price of US$520 million in cash. For funding
this
transaction, Buhrmann placed 77/8%
Senior Subordinated Notes due 2015 (2015 Notes) with an aggregate principal amount
of US$150 million in February 2005. Also a discounted rights issue of 39.3 million
ordinary shares was executed successfully, raising €250 million in March
2005. As the majority proportion of our activities is conducted in US dollars, our
financial position, results of operations and cash flows as reported in euro
were affected by the translation effects of the exchange rate of the US dollar
to the euro. In 2005, the US dollar strengthened against the euro with the year
end rate up 15%; the average exchange
rate was equal to last years average exchange rate. Some special items were recorded of which the restructuring of customer care
and back-office activities in North America was the most significant. 2004In the second and third quarter of 2004, changes to the capital structure were
made. We repaid the US$350 million 121⁄4% Senior Subordinated Notes due 2009 (2009 Notes). We funded the repayment by issuing US$150 million of new 81⁄4% Senior Subordinated Notes due 2014 (2014 Notes), increasing the Term Loans under the Senior Facilities Agreement
by US$125 million and using available liquidity in the Company.




Special items were recorded for restructuring activities in the Office Products
Europe business segment. Critical accounting
policies and estimatesOur principal
accounting policies are set out in Note 2 to our Financial Statements. The preparation
of financial statements requires management to make estimates and assumptions
that affect the reported amounts of assets, liabilities, revenue and expenses,
and related disclosure of contingent assets and liabilities. If actual amounts
or estimates are different than previously estimated, the revisions are included
in the Companys results for the period in which the revised amounts become
known. The accounting policies and estimates that are most critical in determining
the presentation of the financial condition and which require subjective or complex
judgments from management are listed in Note 3 to our Financial Statements. Our Financial Statements prepared in accordance with IFRS differ, in certain
significant aspects, from US GAAP. For a discussion of the principal differences
between IFRS and US GAAP, as they relate to us, and a reconciliation of net result
and shareholders equity from IFRS to US GAAP for 2005 and 2004, please
see Note 37 to our Financial Statements
included in this Annual Report. Net salesNet
sales for the Buhrmann Group were€5,890
million in
2005 compared to €5,553 million in 2004, an increase of 6.1%. At constant
exchange
rates the increase was 5.4%.
Net sales on an organic basis increased 6%.








Key
    figuresChange
    atChange
   
   constantin
    millions of euro, unless stated otherwise
   
   2005
   
   2004
   
   in
    %
   
   rates1Net sales
   
   5,890
   
   5,553
   
   6.1
   %
   5.4
   %Gross contribution
   
   1,776
   
   1,671
   
   6.3
   %
   5.6
   %Operating expenses
   
   (1,544
   )
   (1,456
   )
   6.0
   %
   5.5
   %Operating result
   
   232
   
   214
   
   8.2
   %
   6.7
   %Gross contribution as a percentage of net sales
   
   30.1
   %
   30.1
   %Operating expenses as a percentage of net sales
   
   26.2
   %
   26.2
   %Operating result as a percentage of net sales
   
   3.9
   %
   3.9
   %1 See Use
        of non-GAAP financial measures on
page 2.




---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2       | 17
| |  | ------------------------------------ |  | ------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    Buhrmann

Group Financial Review







We increased our market share in the large account business segment, benefiting
from our single- source supplier concept and continuing investments in advanced
logistics and eCommerce solutions. Our mid-market initiative contributed positively
to sales growth albeit to a lesser extent. The net sales growth has been supported
by positive economic conditions in North America and Australia. In these markets
sustained growth was
underwritten by a gradual growth of white-collar employment. In Office Products North America we experienced significant growth. In Office
Products Australia we continued the roll-out of the single-source supplier model
including extending it into the small and medium customer sector. Office Products
Europe, despite challenging economic circumstances resumed sales growth, mainly
as a result of new customer wins in the large account segment, notably in Germany
and the United Kingdom. Net sales on an organic basis for ASAP Software increased
7% benefiting from its strong position in the provisioning of software licences
to companies and institutions. Demand for new printing presses from Graphic Systems increased but at a lower
pace compared to previous cyclical recoveries. Graphic Systems continued its
strategy to make sales less dependent on the economic cycle by offering customers
a total solution to their printer-related supply needs. The table presents a calculation, on an organic basis, of the development of
net sales for the Group.




Gross contributionIn
2005, gross contribution developed in line with our net sales growth and increased
6.3%, from€1,671
million in 2004 to €1,776 million in 2005. At constant exchange
rates the increase was 5.6%. Competitive pressure reflected in margin erosion due to re-tendering and incentives
attached to new customer contracts as well as a stronger growth in the large
account segment (which experiences lower gross contribution margins) and a stronger
growth in lower margin product categories (such as computer hardware and software
and computer supplies), had a negative impact on gross contribution. However,
despite these challenges, gross contribution as a percentage of net sales was
stable at 30.1% which was due to the positive impact on gross contribution of
our private brand, preferred supplier and global sourcing initiatives. Graphic
Systems contributed positively to gross contribution as a percentage of net sales
thanks to improved margins on machinery sales. Operating resultOperating
result of the Group increased 8.2% from€214
million in 2004 to €232 million in 2005. At constant exchange rates the
increase
was 6.7%. Operating result as
percentage of net sales was stable at 3.9%. The increase in operating result was due to the increase in gross contribution
of 5.6% at constant exchange rates which was partially offset by an increase
in operating expenses of 5.5% at
constant exchange rates.








in
    millions of euro, unless stated otherwise
   2005
   
   2004
   
   Change
    in
   %Net sales
   5,890
   
   5,553Effect of currency exchange rate movements
   
   
   19Net sales at constant exchange rates
   5,890
   
   5,572
   
   5
   %Acquisitions and divestments
   (12
   )
   18Variation in the number of working days
   24
   
   Change to commission-based model at ASAP1
   302
   
   243Net
    sales on an organic basis
   6,204
   
   5,833
   
   6
   %1   See
      Financial Review of ASAP Software on page 29.


---



Back
    to Contents

|18 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

Group Financial
    Review







Operating expenses increased mainly as a result of higher delivery expenses due
to higher sales volumes and the impact of higher fuel expenses. Total share-based
payment charges amounted to€7
million in 2005 (€6 million in 2004), largely allocated to the business segments.
Corporate operating expenses, not allocated to the business segments, were €12
million in 2005 compared with €6 million in 2004. This increase was mainly due
to higher consultancy fees such as for the implementation of Sarbanes-Oxley and
charges following the rationalisation of our holding organisation. Total operating expenses included an income of€18
million in 2005 and €15 million in 2004 related to the financing part (interest
cost less expected return on plan assets) of the pension plan in the Netherlands,
which is a defined benefit plan. Of this income approximately €16
million in 2005 and €13 million in 2004 is included in Corporate operating expenses
relating to the inactive participants in this plan. The assumptions used to calculate
the pension income and benefit obligations of this plan are listed in Note 20
to the Financial Statements. In 2005, we used a discount rate of 4.9% and in
2004 of 5.5% for this plan which
resulted in an approximately €1 million lower interest expense in 2005 compared
to 2004. Both in 2005 and 2004 we used a rate of expected return on plan assets
of 7%. The amount of expected return on plan assets in the Statement of Income
increased by €3 million in 2005 compared to 2004. This is due to the higher value
of the plan assets at 31 December 2004 compared to 31 December 2003 which is
the basis for calculating the expected return for 2005 and 2004, respectively.
The actual return on the assets of the pension plan in the Netherlands was 15%
in 2005 and 10% in 2004.




Special items included in operating expenses in 2005 and 2004In
2005, in the Office Products North America business segment we recorded a€10
million charge for the centralisation of its local, administrative operations
such as credit and collections, and customer care. A charge of €4 million
was recorded in the Office Products North America business segment to settle,
with
the U.S. Department of Justice, allegations that Corporate Express Office Products
submitted false claims in connection with the sale of office products to U.S.
government agencies that were from countries of origin not designated under the
Trade Agreement Act. In the Office Products Europe business segment, we recorded an expense of€8
million in 2005 for the further restructuring of the German copier and furniture
business as well as some restructuring activities of Corporate Express Benelux. In 2004, an expense of€5
million was recorded for the restructuring of the copier business in Germany
and restructuring activities of Corporate Express Benelux. Excluding these special items, operating expenses increased 4.4% at constant
exchange rates and operating result increased 15.4% at the same basis. No impairment of goodwill was recorded in 2005 or 2004.








Financing
      expenses; taxes; other financial itemsin
    millions of euro
   2005
   
   2004Financing expenses related to refinancing
   (85
   )
   (35
   )Other financing expenses
   (106
   )
   (92
   )Subsequent result from disposal of operations
   5
   
   6Taxes on special items and special tax items
   3
   
   18Other taxes
   (28
   )
   (5
   )Total
    financial items
   (210
   )
   (107
   )


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2       | 19
| |  | ------------------------------------ |  | ------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    Buhrmann

Group Financial Review







Financing expenses related to refinancingIn 2005 and
2004, expenses were recorded relating to refinancing activities. In February
2005, Buhrmann placed the 2015 Notes, the proceeds of which were used to repurchase
the Preference
Shares C, together with a discounted rights issue which raised€250
million in March 2005. The expenses related to the placement of the 2015 Notes
and the discounted rights issue have been recorded as a deduction from the proceeds
and have not been recorded in the income statement. The repurchase of the Preference
Shares C resulted in a charge of €85 million in 2005. This special item
constitutes the difference between the value paid and the book value of the liability
and
conversion option which were both recorded as debt. In 2004, we incurred a special item when we repaid our 2009 Notes which resulted
in a charge of€35
million which consists of a premium paid to holders of the 2009 Notes of €27
million and a non-cash write-off of capitalised financing fees of €7 million.
The expenses related to the placement of the 2014 Notes in 2004 have been recorded
as a deduction from the proceeds and have not been recorded in the income statement. Other financing expenses in
      millions of euro
   2005
   
   2004Cash interest expenses
   (64
   )
   (68
   )Interest income
   3
   
   3Dividend Preference Shares
   (19
   )
   (42
   )Non-cash interest
   (8
   )
   (8
   )Exchange results due totranslation of long-terminternal and external borrowings
   (18
   )
   23Total
      other financing expenses
   (106
   )
   (92
   ) Non-cash interest includes amortisation cost of long-term borrowings, such as
the imputed interest on the convertible, and amortisation of capitalised financing
costs. The exchange results in the table above are predominantly due to the Preference
Shares C which are denominated in US dollar and translated into euro.




Dividend on Preference Shares decreased due to the repurchase of the Preference
Shares C. Subsequent result from disposal of operationsThis concerns
the (partial) release of provisions regarding contractual obligations relating
to the disposal of operations in previous years and mainly relates in 2005 to
the divestment of Kappa Packaging in 1998 and in 2004 to the sale of the paper
merchanting division which took effect in 2003. TaxesOur operations
are subject to income taxes of different jurisdictions with varying statutory
tax rates. Buhrmanns effective tax rate was 15% in 2005 and 4% in 2004. The effective
tax rate is determined based on the ratio of taxes to the amount of result from
operations before taxes and expenses related to the Preference Shares A and C,
as these items are exempted from taxes (for a detailed calculation of the effective
tax rate, see Note 12
to the Financial Statements). In 2005 taxes included a€7
million benefit due to the
further recognition of deferred tax assets. In 2004, taxes included a benefit due to the release of tax provisions of€8
million as a result of finalised tax audits and the recognition of additional
deferred tax assets. In 2004, a benefit was also included of €14 million related
to the refinancing of the US$350 million 2009 Notes and a benefit of €6 million
was included for the fiscal finalisation of the divestment of the paper merchanting
division. Net result in
      millions of euro
   2005
   
   2004Operating result
   232
   
   214Total financial items
   (211
   )
   (107
   )Net
      result
   21
   
   107Attributable to: Holders
      of ordinary sharesBuhrmann NV
   2
   
   90 Minority
    interests in Group companies
   19
   
   18


---



Back
    to Contents

|20 |  |                                          | Buhrmann |                     | Chapter
        2
|-- |  | ---------------------------------------- | -------- | ------------------- | -----------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4About
    Buhrmann

Group Financial
    Review







Minority interests represent the 46.9% (2004: 48.5%) at year end share of third
parties in the net result of Corporate Express Australia Ltd. On 18 April 2005, Corporate Express Australia completed its off-market share
buy-back. A total of 6.3 million of its own shares were purchased for A$35 million.
Buhrmann chose not to participate in the buy-back, thereby raising its interest
in Corporate Express Australia to 53.1%. Net result attributable to holders of ordinary sharesThe net result
of€2
million attributable to holders of ordinary shares Buhrmann NV in 2005 translates
to basic earnings per share (eps) of €0.01. Excluding the tax-adjusted impact of special items, exchange results due to translation
of long-term internal and external borrowings as reported under net financing
costs, and other
adjustments, net result in 2005 would have amounted to€118
million, compared to €82 million in 2004, a 44% increase, representing €0.70
per ordinary share in 2005, compared to €0.57 in
2004. After considering the nature of the special items and the exchange results due
to the translation of long-term internal and external borrowings in determining
the base used to calculate the
dividend, a dividend has been proposed of€0.17
per share. LiquidityBuhrmanns
liquidity requirements arise primarily from the need to fund the expansion of
its business, working capital requirements, capital expenditure and restructuring.
Buhrmanns primary source of liquidity is cash generated from operations.
The table sets
forth the cash flow movements for the periods indicated.




12
      months
   
   12
      monthsended
   
   ended31
      December
   
   31
      Decemberin millions of euro
   2005
   
   2004A
   Net cash
      provided by operating activities
   232
   
   276B
   Net cash
      used in investing activities
   (86
   )
   (85
   )A+B
   Cash
      flow available forfinancing
      activities
   145
   
   191C
   Net cash
      used in financing activities
   (199
   )
   (177
   )A+B+C
   Net cash flow
   (54
   )
   14 Net cash provided by operating activitiesOperating result adjusted for non-cash
items (such as depreciation of tangible fixed assets, amortisation of internally
used software and intangible
assets and additions/releases of provisions) was€31
million higher in 2005 compared to 2004. Working capital increased by€51
million in 2005 in comparison with a reduction of€32
million in 2004 as a consequence of the growth of our business. However, as a
percentage of net sales, working
capital (four-quarter rolling average) could be kept stable at 8.4%. Profit tax payments were€8
million higher and other
operational payments (such as for restructuring) were €18 million lower in 2005
compared to 2004. Payments
regarding the defined benefit pension plans of €9 million were slightly higher
than in 2004 (€7 million). The net effect was a decrease of€44
million in cash
provided by operating activities from €276 million in 2004 to €232 million in
2005. At constant exchange rates the decrease was approximately the same.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
        2 | 21
| |  | ---------------------------------------- |  | ----------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4About Buhrmann  

Group Financial
    Review







Net cash used
  in investing activitiesNet capital
expenditure of€65
million in 2005 was almost
level with the spend in 2004: €63 million. A significant portion of our capital
expenditure represents the development of information technology, eCommerce and
logistics systems. Cash related to acquisitions and divestments amounted to€22
million in 2005, almost the same amount as in 2004. In 2005, several small asset
acquisitions were made in the Office Products North America business segment
and in the Office Products Australia
business segment. The net effect was that cash used in investing activities in 2005 was almost
the same as in 2004. Net cash used
  in financing activitiesIn 2005, Buhrmann
placed the 2015 Notes with an aggregate principal amount of US$150 million. The
net proceeds of the 2015 Notes were US$142million, (€110 million) after deduction of transaction
expenses. Buhrmann also executed a discounted rights issue which raised €238
million, after deduction of transaction expenses. The proceeds of the 2015 Notes
and discounted rights issue were used to finance the repurchase of the Preference
Shares C of US$520 million (€401 million). In 2004, Buhrmann successfully tendered for the US$350 million 2009 Notes. The
tender, including a premium of€27
million paid to holders who tendered their 2009 Notes, and the remaining 2009
Notes which were not tendered were funded by an issue of US$150 million of 2014
Notes, an increase of US$125 million of Term Loans and cash on hand of US$118
million. The refinancing in 2004 resulted in a reduction of long-term borrowings
of €72 million.




Interest payments in 2005 were€4
million higher than in 2004. Interest payments decreased as a result of the redemption
of the 2009 Notes in 2004 (which bore interest of 12.25%). However due to changes
in the timing of the interest payments, among others due to the issue of the
2014 and 2015 Notes, the
net effect on interest payments in 2005 was an increase of €4 million compared
to 2004. In both 2005 and 2004, Buhrmann paid cash dividends on its Preference Shares
A of€11
million. As Buhrmann paid the dividend on its Preference Shares C in kind in 2004 and
repurchased all Preference Shares C in 2005, no cash dividends were declared
for these shares. In 2005, Buhrmann paid€12
million in dividends on its ordinary shares which is about 48% of the total dividend
declared on ordinary shares. The balance was paid out as dividend in stock at
the option of the shareholder. In 2004, the dividend on ordinary shares was paid
entirely in additional ordinary
shares. Payments to minority shareholders were€31
million in
2005 and €8 million in 2004. This includes dividends paid to minority shareholders
of Corporate Express Australia
of €9 million in 2005 and €8 million in 2004 and in 2005 the buy-back by Corporate
Express Australia of its own shares for €22 million in which Buhrmann did not
participate. Net cash flowThe resulting
net cash flow was negative€54
million in
2005 compared to positive €14 million in 2004 which was reflected in the movements
in net liquid funds.


---



Back
    to Contents

|22 |  |                                          | Buhrmann |                         | Chapter
        2
|-- |  | ---------------------------------------- | -------- | ----------------------- | -----------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4About
        Buhrmann

Overview of Business SegmentsOffice Products North America

|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  | The
        business also continues to leverage its strong distribution channel to
        extend
Corporate Express North
Americas product range. We focus particularly on the facility and break
room supplies market, which Corporate Express North America believes is significant
in size. In 2005, double- digit growth was achieved. This growth was supplemented
by the acquisition of the US$31 million sales, facility products distributor,
Portsmouth
Paper Company in November 2005.
Corporate Express North America is pursuing various sourcing initiatives including
forming partnerships with key suppliers on a global basis in order to maximise
purchasing power and expanding private brands. The aim is to increase sourcing
potential, brand awareness and customer loyalty as well as to improve margins.CompetitionCorporate
    Express North America believes that customers in the office market prefer
    to deal with large value-added office products suppliers. These can provide
    the lowest total overall cost of managing their office products needs, high
    levels of service, convenience and rapid delivery. From this perspective,
    the largest competitors are the contract division of OfficeMax, Inc. and
    the business services divisions of Office Depot, Inc. and Staples, Inc. These
    businesses  and many smaller, often regional, office products distributors
    and other businesses which are penetrating the office products
market  compete for and sell office products to many of the same kinds
of customers as Corporate
Express.Corporate
Express North America believes that it competes favourably with these companies
on the basis of its customised and value-added services and the breadth of its
product offerings.
|- | ---------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Highlights
    in 2005                               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Gained
    market share in the large account segment |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Range
    extension successful                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | High customer
    acceptance for private brand       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  | Priorities
    for 2006                              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Mid-market
    sales growth to benefit from refocus  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Centralisation
    customer care function            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
| | Extending
    product offerings                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  | Web
            link
www.corporateexpress.com        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  | IntroductionOffice
      Products North America comprises our operations in the United States and
      Canada excluding those of ASAP Software. Headquartered in Broomfield, Colorado
      all activities are under the Corporate Express banner, including our promotional
      marketing, document and print management (DPM) and our imaging and computer
      graphic supplies
(ICGS) operations.                                                                                                         | 
|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  | Corporate
        Express North America is a market leader, based on revenue, in the business-to-business
        market for office products and related services in North America. Corporate
        Express North America manages a dynamic assortment of about 50,000 items
        within approximately 180 locations, including 38 distribution centres.
        It operates approximately 1,100 dedicated delivery vehicles and has around
        10,000
employees, including 1,400 sales
representatives. | 
|  |                                                      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | 
|  |                                                      |  | Execution
          of strategyCorporate
      Express North America aims to consolidate its leading position in the large
      account business, which represents over 80% of sales. Additionally, the
      business is focused on
further
growing sales in the mid-market.                                                                                                                                                                                                                                    | 



Key
    figuresChange
        atconstantin
            millions of euro, unless stated otherwise
    2005
    
    2004
    
    Change
        in %
    
    rates1Net
          sales
    3,047
    
    2,869
    
    6.2
    %
    5.7
    %Gross
          contribution
    1,054
    
    991
    
    6.4
    %
    5.9
    %Operating
          expenses
    (911
    )
    (849
    )
    7.3
    %
    6.9
    %Operating
          result
    143
    
    141
    
    0.9
    %
    0.0
    %Gross
          contribution as a percentage of net sales
    34.6
    %
    34.5
    %Operating
          expenses as a percentage of net sales
    29.9
    %
    29.6
    %Operating
          result as a percentage of net sales
    4.7
    %
    4.9
    %1   See Use
          of non-GAAP financial measures on
page 2.


---

Back to Contents

| |  | Buhrmann                             |  | Chapter
    2   | 23
| |  | ------------------------------------ |  | --------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About Buhrmann

Overview
    of Business SegmentsOffice
Products North America







Financial
        reviewNet
salesNet sales
of Office Products North America increased 6.2%, from€2,869
    million in 2004 to €3,047 million in 2005. At constant exchange rates
    the increase was 5.7%. On an organic basis, sales increased 6%. Market conditions in North America remained healthy with more people at work
and a higher average spend on office products per employee. All regions and product
groups contributed to the sales growth of the Office Products North America business
segment. The large account segment showed significant sales growth while the
mid-market segment also contributed positively helped by our integrated sales
teams initiative. The relatively strong sales growth in facility supplies, furniture
and promotional marketing products reflect the success of our single-source supplier
concept. Our Corporate Express brands offering was well received. In 2005, private brands
accounted for 25% of our office supplies, computer supplies and furniture sales,
compared with 18% in
2004. The table presents a calculation, on an organic basis, of the development of
net sales. in
      millions of euro,
   
   
   
   
   Changeunless
      stated otherwise
   2005
   
   2004
   
   in
      %Net sales
      3,047
      
      2,869Effect
        of currencyexchange
        rate movements
      
      
      12Net sales
        at constantexchange
        rates
      3,047
      
      2,882
      
      6
      %Acquisitions
        anddivestments
      (3
      )Variation
        in the numberof working
        days
      12
      
      Net
        sales on anorganic
        basis
      3,056
      
      2,882
      
      6
      % Gross contributionGross
contribution increased by 6.4% in line with net sales growth. As a percentage
of net sales, gross contribution was slightly up at 34.6%. Our private brands programme and preferred supplier initiative could offset competitive
margin pressure due to re-tendering and incentives attached to new customer contracts,
especially


in the large account segment, combined with stronger sales growth in this segment
which has lower gross contribution margins. Gross contribution margins were also
negatively affected by higher shares of lower margin product categories such
as computer supplies. Operating
    resultOperating
result benefited from the increased gross contribution as a result of higher
sales volumes and our strategic initiatives. Operating expenses increased 7.3%.
At constant exchange rates the increase was 6.9%. The increase in operating expenses is mainly due to higher delivery expenses
as a result of the higher sales volumes and also higher fuel expenses had a negative
impact. In 2005, the Roadnet road management system was implemented. This system
plans and executes delivery routes with greater efficiency, the full benefits
of which we expect to see in 2006. Operating
      expenses included incidental expenses, such as double running costs, related
      to the centralisation of back-office activities, amounting to€4 million. Operating
      expenses included special items. In 2005, a€10
    million charge relating to a further streamlining of the administrative operations,
    was recorded. Activities such as credit and collections and customer care
    are being centralised into a shared service operation in the Denver area. In the fourth quarter of 2005, a charge of €4 million was recorded to settle with
the Department of Justice, allegations that Corporate Express Office Products
submitted false claims in connection with the sale of office products to U.S.
government agencies that were from countries of origin not designated under the
Trade Agreement Act. Excluding these charges, operating expenses increased 5.3% at constant exchange
rates instead of 6.9%. Operating
      result of the Office Products North America business segment improved slightly
      to€143
    million, an increase of 0.9%. Excluding the aforementioned special items,
    operating result increased 10.6%; at constant rates the increase amounted
    to 9.7%.


---



Back to Contents

|24 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

Overview
    of Business SegmentsOffice Products Europe

|  |                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  | targeting.
          For example, an international account management approach is frequently
          used for large international companies, while direct marketing is more
          appropriate for small office and home office operations.
      Corporate
          Express Europe continues to harmonise its European business and operations.
          It is integrating its international account management systems in order
          to strengthen its position as a full-service supplier of office products
          and related services to businesses and institutions. Certain functions,
          like purchasing, international account management, international category
          management and eCommerce management, have been centralised on a European
          level in Amsterdam, the Netherlands.
      Veenman
          introduced a private brand solution for the copier market. After reaching
          agreement with Konica Minolta, Veenman markets its products under the
          Linium® brand.
      CompetitionThe
        office products industry in Europe is highly fragmented with no single
        company accounting for more than 10% of the total market. Corporate Express
        Europe offers a wide variety of products and services, and frequently
        competes against companies that focus on only a few products or categories
        of products within one or only a few countries or even regions. From
        a European perspective, Corporate Expresss principal competitors
        include Lyreco and Guilbert/Office Depot. In addition, Corporate Express
        faces competition from various direct marketing companies and, in many
    countries, relatively strong local distributors.
|- | ----------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Highlights
    in 2005                                            |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Sales
    trend turned positive                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Copier
    and furniture business in Germany being restructured   | 
| | European
    functions centralised and strengthened               |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|  |                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|  | Priorities
    for 2006                                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | Development
    o fmid-market programme                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
| | European
    sourcing initiative leveraging global relationships  | 
| | Merchandising
    initiatives focused on product range management | 
|  |                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|  | Web
          linkwww.corporateexpress.info                       |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|  |                                                                   |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 
|  |                                                                   |  | IntroductionOffice Products
            Europe is active in 13 countries. Business is mainly conducted under
            the name Corporate Express. Our document and copier division is known
            under the name Veenman and is only active in the Netherlands and
            Germany. Veenman contributes around 11% of the total net sales of
            Office Products Europe.
      Corporate
          Express Europe operates from more than 100 locations in Austria, Belgium,
          Germany, France, Hungary, Ireland, Italy, Luxembourg, the Netherlands,
          Poland, Spain, Sweden and the United Kingdom, and employs almost 3,700
          people. It has partnerships in the Baltic States, Denmark, Norway,
          Slovenia and Switzerland. Corporate Expresss head office is located
          in Amsterdam, the Netherlands.
      Execution
              of strategyCorporate
    Express Europe is focused on growing its business through a differentiated
    sales approach whereby it tailors its sales strategy to the type of
    customer Corporate Express is | 





Key
      figuresChange
      atconstantin
      millions of euro, unless stated otherwise
    2005
    
    2004
    
    Change
      in %
    
    rates1Net
      sales
    948
    
    914
    
    3.7
    %
    3.9
    %Gross
      contribution
    309
    
    307
    
    0.6
    %
    0.8
    %Operating
      expenses
    (309
    )
    (311
    )
    (0.6
    %)
    (0.4
    %)Operating
      result
    (0
    )
    (4
    )Gross
      contribution as a percentage of net sales
    32.6
    %
    33.6
    %Operating
      expenses as a percentage of net sales
    32.6
    %
    34.0
    %Operating
      result as a percentage of net sales
    (0.0
    %)
    (0.4
    %)1   See
      Use of non-GAAP financial measures on page 2.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        2 | 25
| |  | ---------------------------------------- |  | ----------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4About Buhrmann  

Overview
    of Business SegmentsOffice
Products Europe







Financial
        reviewNet
salesIn the
Office Products Europe business segment, we saw resumption of net sales growth
in 2005 despite challenging economic circumstances in Europe. Net sales increased
from€914 million in 2004 to €948 million
    in 2005, an increase of 3.9% at constant exchange rates. On an organic basis,
  net sales increased 4%. Corporate
      Express Germany and Corporate Express UK, two of the business segments
      main European operations, contributed mostly to the sales growth, mainly
      driven by large account wins and to a lesser extent, a better mid-market
      performance in Germany. Germany reported sales of€289
    million and the UK of €150 million. Additionally, noteworthy sales growth
    was achieved in Austria, Sweden and Ireland. Corporate Express Benelux saw
    declining sales due to the discontinuation of low-margin contracts with wholesale
    customers; it recorded sales of €144 million. Sales of our private brands
    in Europe remained stable at 23% of our office supplies and computer supplies
    sales. The product groups office supplies and furniture benefited from new customers,
notably in Germany. Facility products showed strong sales growth but still from
a low base. Veenman, again performed solidly in the Netherlands whereas in Germany
its performance remained unsatisfactorily but is gradually improving. The table
  presents a calculation, on an organic basis, of the development of net sales. in
          millions of euro,
    
    
    
    
    Changeunless
          stated otherwise
    2005
    
    2004
    
    in
        %Net sales
    948
    
    914Effect
        of currency exchange rate movements
    
    
    (6
    )Net sales
        at constant exchange rates
    948
    
    908
    
    4
    %Variation
        in the number of working days
    2
    
    Net
            sales on anorganic basis
    950
    
    908
    
    4
    %




Gross
      contributionGross
contribution improved only slightly as the contribution from higher sales volumes
was offset by severe margin pressure due to re-tendering as well as unfavourable
mix effects, both in products (higher share of computer supplies) and countries
(strong sales in Germany where the gross contribution margins are lower). Gross
contribution increased from€307
    million in 2004 to €309 million in 2005, an increase of 0.8% at constant
    exchange rates. As a percentage of net sales, gross contribution declined
    from 33.6% to 32.6%. Operating
      resultOperating
result improved from a loss of€4
    million in 2004 to almost break-even in 2005. Gross contribution improved
    slightly while operating expenses could be effectively controlled. Operating
      expenses declined from€311
    million in 2004 to €309 million in 2005, at constant exchange rates
    a decrease of 0.4%. Employee benefit expenses declined mainly as a result
    of the reduction of 3% in the number of full-time employees following the
    restructuring efforts. Delivery expenses increased due to higher sales volumes
    and the impact of higher fuel expenses. In this business segment we recorded special charges both in 2005 and 2004 relating
to continued restructuring and centralisation efforts. In 2005,
      restructuring charges were recorded for the further restructuring of the
      German copier business along with the implementation of best practices
      from Veenman Netherlands necessary to improve operating performance. At
      the German furniture business, some locations are to be closed and furniture
      activities have been integrated with the office products activities to
      benefit from a lower cost base and a more efficient market approach. Finally,
      some restructuring activities of Corporate Express Benelux are included
      in the charge. Total charges amounted to€8
    million. In 2004,
      a charge of€5
    million was recorded for restructuring activities in the Benelux and the copier
    business in Germany. Excluding
      the above mentioned special charges, operating expenses declined by 1.3%
    at constant rates and operating result would have improved from€0 million to €7 million.


---



Back
    to Contents

|26 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

Overview of Business SegmentsOffice
Products Australia



|  |                                                                | At
          year end, Buhrmann owned 53% of the issued share capital of Corporate
          Express Australia Ltd. The remaining 47% is as a free-float quoted on
          the Australian
  Stock Exchange (ASX).
    Execution
            of strategyCorporate
    Express Australias growth strategy is focused on being the single-source
    supplier of choice in order to gain a larger share of its customers business.
    The business will achieve this via expanding its product range and geographic
    coverage through organic growth and acquisitions. In 2005, seven companies
    were
acquired generating annualised revenue of about€19
million. In addition, Corporate Express Australia continues to expand its customer
base by focusing on mid-market customers.
    CompetitionCorporate
      Express Australia is a leading single-source distributor of office and
      business supplies in Australia and New Zealand. As a result of our single-source
      model we operate across many different business sectors in a fragmented
      market place. Competition therefore comes from a multitude of local distributors
      who focus on only a few products or categories of products and from international
      competitors such as OfficeMax or Lyreco who have sizeable companies in
    Australia.
|- | -------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Highlights
    in 2005                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Continued
    high growth rates                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Increased
    presence in mid-market                           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Further
    expansion in new product categories                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  | Priorities
    for 2006                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Continue
    roll-out of single-source supplier business model |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Further
    expand mid- and small-customer segments            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
| | Project
    One Source to maximise business efficiency         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  | Web
            linkwww.ce.com.au                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|  |                                                               
|  |                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    





Key
    figuresChange
    atconstantin millions of euro, unless stated otherwise
   2005
   
   2004
   
   Change
    in %
   
   rates1Net sales
   701
   
   596
   
   17.6
   %
   13.7
   %Gross contribution
   216
   
   191
   
   12.8
   %
   9.0
   %Operating expenses
   (156
   )
   (138
   )
   13.7
   %
   9.9
   %Operating result
   59
   
   54
   
   10.3
   %
   6.6
   %Gross contribution as a percentage of net sales
   30.7
   %
   32.1
   %Operating expenses as a percentage of net sales
   22.3
   %
   23.1
   %Operating result as a percentage of net sales
   8.4
   %
   9.0
   % 1
    See Use
        of non-GAAP financial measures on
page 2.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2   | 27
| |  | ------------------------------------ |  | --------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About Buhrmann

Overview of Business SegmentsOffice
Products Australia







Financial reviewNet
salesNet sales
growth of 13.7% was realised in Australia and New Zealand in 2005 compared to
2004, measured at constant exchange rates. We maintained our strong performance
in these markets as a leading full-service distributor, mainly due to our single-source
business model with continued expansion in new product categories underpinned
by an increasing presence in the mid-market. The focus is on a continuous roll-out
of this business model across all customer segments. The acquisition of small-
and medium-sized businesses has contributed to the net sales growth. On an organic
basis, net sales growth was 10%. The table presents a calculation, on an organic basis, of the development of
net sales. in
      millions of euro,
   
   
   
   
   Changeunless
      stated otherwise
   2005
   
   2004
   
   in
      %Net sales
   701
   
   596Effect of currencyexchange rate movements
   
   
   14Net sales at constantexchange rates
   701
   
   610
   
   14
   %Acquisitions anddivestments
   (9
   )
   21Variation in the numberof working days
   3
   
   Net
      sales on anorganic
      basis
   694
   
   631
   
   10
   %




Gross contributionGross
contribution improved from€191
million in 2004 to €216 million in 2005, an increase of 9.0% at constant exchange
rates. Gross contribution as a percentage of net sales declined from 32.1% in
2004 to 30.7% in 2005 due to competitive pressure with lower margin levels following
the re-tendering of customers as well as relatively strong sales growth in lower
margin product groups such as computer hard- and
software and computer supplies. Operating resultOperating
result increased 6.6% at constant exchange rates, from€54
million in 2004 to €59 million in 2005. Gross contribution
increased 9.0% at constant exchange rates whereas operating expenses increased
by 9.9%. Corporate Express Australia has started a number of initiatives, project OneSource,
to reduce expenses and improve operational leverage. Operating expenses as a
percentage of net sales declined from 23.1% in 2004 to 22.3% in 2005.


---



Back
    to Contents

|28 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

Overview of Business SegmentsASAP
Software



|  |                                                                                                                | Execution
            of strategyASAP
      Software plans to expand by gaining market share in the segment of small-
      and medium-sized organisations and by penetrating new geographic markets,
      mostly
  in Europe.
    It is
        also broadening its product range to include computer hardware and peripherals.
        ASAP Software expects that the effect of this change will be more pronounced
        in 2006. ASAP Software will further enhance its strong technological
        position by integrating its systems into a single worldwide application,
        introducing an enhanced eCommerce capability into new markets. We aim
        to expand the scope of our offering of management tools for monitoring
        software installation, utilisation
and licensing (eSmart). Also services are being delivered to the publisher
community through our License Technologies Group.
    CompetitionIn
    respect of the packaged software market, one can distinguish between PC software
    publishers who support a direct or indirect model (i.e. making use of entities
    like our ASAP Software operations). In the indirect channel there is competition
    from a variety of different types of businesses including hardware companies
    selling their products with installed software. Regarding indirect software
    distribution similar to ASAP Software, we compete with many different entities,
    for example
companies such as Spectrum, CDW and Softchoice.
|- | -------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  | Highlights
    in 2005                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Extended
        its geographic coverage by opening additional field offices in Canada,
    Germany and France |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Realised
    strong gains in asset management solutioneSmart                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Strengthened
    sales organisation                                                                            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | Priorities
    for 2006                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Increase
    penetration in small- and medium-sized businesses                                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Expand
    sales in the higher margin IT service area                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | Invest
    in future growth opportunities: consultancy services and mid-market                                 |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  | Web
            linkwww.asap.com                                                                               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|  |                                                                                                               
|  |                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              





Key
    figuresChange
    atconstantin
         millions
    of euro, unless stated otherwise
   2005
   
   2004
   
   Change
    in %
   
   rates1Net sales
   773
   
   765
   
   1.1
   %
   1.2
   %Gross contribution
   79
   
   72
   
   10.8
   %
   10.9
   %Operating expenses
   (46
   )
   (41
   )
   12.8
   %
   12.9
   %Operating result
   33
   
   31
   
   8.1
   %
   8.2
   %Gross contribution as a percentage of net sales
   10.3
   %
   9.4
   %Operating expenses as a percentage of net sales
   6.0
   %
   5.4
   %Operating result as a percentage of net sales
   4.3
   %
   4.0
   %1   See Use
      of non-GAAP financial measures on
page 2.




---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2       | 29
| |  | ------------------------------------ |  | ------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    Buhrmann



Overview
    of Business Segments
ASAP Software







Financial
reviewNet salesReported
net sales increased 1.2% at constant exchange rates in 2005 compared with 2004.
ASAP Software recognises
sales primarily on a full basis, i.e. sales and cost of sales are
recorded. However, increasingly the software publisher performs the billing and
ASAP Software receives a commission, which is recognised at the gross contribution
level and not as net sales. This continued shift from invoiced sales to a
commission-based system has a negative effect on reported net sales but no effect
on the profitability of this business. On an organic basis (which eliminates
the effect of this change on net sales among others) net sales growth was 7%
in 2005,
which is calculated as shown in the table. in millions of euro,
   
   
   
   
   Changeunless stated otherwise
   2005
   
   2004
   
   in %Net sales
   773
   
   765Effect
    of currency exchange rate movements
   
   
   (1
   )Net sales
    at constant exchange rates
   773
   
   764
   
   1%Change
    to commission-based model (imputed sales)
   302
   
   243Variation
    in the number of working days
   4Net
    (equivalent) sales on an organic basis
   1,079
   
   1,007
   
   7%




Gross contributionGross contribution increased to€79
million in 2005 from €72 million in 2004. At constant exchange rates, gross contribution
increased 10.9%, in excess of sales growth partly due to the successful roll-out
of some service products. Operating
  resultOperating result improved from€31
million in 2004 to €33 million in 2005, an increase of 8.2% at constant exchange
rates. While gross contribution grew at 10.9%, operating expenses at constant
exchange rates increased faster, by 12.9%. ASAP Software is making investments
to expand in the segment of small- and medium-sized organisations and by penetrating
new geographic markets. As a consequence, the hiring
of new sales people led to higher operating expenses.




Back
    to Contents

|30 |  |                                      | Buhrmann |                     | Chapter
    2
|-- |  | ------------------------------------ | -------- | ------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4About
    Buhrmann

Overview
    of Business SegmentsGraphic Systems



Highlights
      in 2005
   Order
       intake for machines trending upwards
   Successful
       cost management
   Internet
       ordering grew by 20% Priorities
      for 2006
   Wider
       range of equipment on sale
   Capitalise
       on recovery in printing industry
   Streamlining
       operations Web
      linkwww.buhrmanngraphics.info IntroductionThe
        operations forming Graphic Systems are collectively the largest independent
        distributor of industry-leading Heidelberg printing equipment. Graphic
        Systems is active in Belgium, Greece, Italy, Luxembourg, the Netherlands
        and Spain. Graphic Systems offers its customers a full range of Heidelberg
        offset printing presses, together with digital pre-press equipment, such
        as scanners, computer-to-film, computer-to-plate equipment and finishing
        systems. It also sells products manufactured by a.o. Polar, BASF, Kodak
        and Polychrome Graphics. Graphic Systems offers customers a total solution
        in addition to their printer-related needs by also providing service,
        supplies and spare parts (Triple S strategy).




Graphic Systems maintains and services a large installed machine base and holds
over 80,000 stock items in five spare parts warehouses in Europe. Graphic Systems
offers some 4,000 different consumables, ranging from offset plates to printing
inks. CyclicalityThe
printing industry experiences a relatively high cyclicality because a substantial
part of its sales consist of investment goods. Such investment decisions are
often subject to the prevailing economic conditions. In general, printing firms
decide to invest in new printing equipment either to increase their capacity
or to upgrade, due to economic obsolescence of existing equipment. The lead time
between ordering and installing
the equipment is generally a number of months. Execution of strategyGraphic
Systems seeks to leverage its position as a supplier of printing equipment. In
order to reduce cyclicality, Graphic Systems has developed and refined its Triple
S strategy. This strategy, where Triple S stands for service, supplies and spare
parts, aims to offer customers a total solution to their printer-related needs.
This strategy
also reinforces long-term relationships with Graphic Systems customers.








Key
    figuresin
    millions of euro, unless stated otherwise
   2005
   
   2004
   
   Change
    in
   %1Net
    sales
   421
   
   409
   
   3.0
   %Gross
    contribution
   119
   
   111
   
   7.3
   %Operating
    expenses
   (109
   )
   (112
   )
   (2.2
   %)Operating
    result
   9
   
   (1
   )Gross
    contribution as a percentage of net sales
   28.2
   %
   27.0
   %Operating
    expenses as a percentage of net sales
   25.9
   %
   27.3
   %Operating
    result as a percentage of net sales
   2.2
   %
   (0.3
   %) 1
   In
       the Graphic Systems business segment the changes at constant exchange
       rates are the same as in actual rates, as the business is only conducted
       in euro.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    2       | 31
| |  | ------------------------------------ |  | ------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4About
    Buhrmann

Overview
    of Business SegmentsGraphic Systems







Graphic Systems continues to encourage our customers to convert their ordering
of supplies from traditional forms to the more efficient and simpler internet
model. All product lines are available through our online ordering system E-BITE.
Supplies sales via the E-BITE system rose to 36% on average in 2005. Customers in all our markets continue to experience cautious spending on graphics
production. The upturn in print advertising has been slower than in previous
cycles. Graphic Systems expects that a reduction in the number of commercial
printing companies will continue to take place. Industry overviewThe market for
graphic systems comprises three categories: (i) printing systems hardware; (ii)
service
contracts; and (iii) consumables and software. In 2005 65% of the industrys
sales were attributable to hardware, and 35% of sales resulted from providing
services, supplies and spare parts. The emergence of new technologies has led to more streamlined and integrated
printing processes. The application of these new technologies allows information
to be transferred directly from computers to print-plates and via the printer
to the finishing equipment where the cutting, folding and binding takes place. A major trade show for the graphic arts industry, DRUPA, is held once every four
years. DRUPA is a showcase for new technology and usually results in increased
orders. The most recent DRUPA
was held in May 2004. CompetitionCompetition
in this market is primarily driven by product quality, pricing, service and sales
coverage. Buhrmann believes it has a strong advantage over its competitors in
all of these
areas. Good customer database management and knowledge of complex printing processes,
combined with high-quality service and equipment, provide entrance barriers in
these markets. The supplies market (film, plates and ink) is more fragmented and characterised
by many small orders that need to be delivered on very short notice.




Financial
      reviewNet salesNet sales
increased by 3.0%, from€409
million in 2004 to €421 million in 2005. Market conditions in the graphic arts
industry improved gradually but at a lower pace compared to previous cyclical
recoveries in this market. Order intake in 2005 improved in line with the cycle
providing a healthy order book at the start of 2006. The table presents a calculation, on an organic basis, of the development of
net sales. in millions of euro,
   
   
   
   
   Changeunless stated otherwise
   2005
   
   2004
   
   in %Net sales
   421
   
   409Effect
    of currency exchange rate movements
   
   
   Net sales
    at constant exchange rates
   421
   
   409
   
   3%Acquisitions
    and divestments
   
   
   (4
   )Variation
    in the number of working days
   2
   
   Net
    sales on an organic basis
   423
   
   405
   
   4% Gross contributionGross
contribution was€119
million in 2005 compared with €111 million in 2004, an increase of 7.3%. As a
percentage of net sales, gross contribution improved from 27.0% in 2004 to 28.2%
in 2005 as a result of improved margins on machinery sales. Operating resultOperating
result improved strongly from a loss of€1
million in 2004 to a profit of €9 million in 2005. Higher sales and higher margins
have contributed to this improvement. Furthermore, Graphic Systems could reduce
its operating cost level by 2.2% as a result of effective cost control and a
9% lower number of full-time employees.


---



Back to Contents

| |    |                                    |                                 | 
| | -- | ---------------------------------- | ------------------------------- | 
| | 32 |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    | 4Chapter
          3               |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    | Corporate
        Responsibilities |                                 | 
| |    |                                    |                                 | 
| |    | 33                                 | Our
            People          | 
| |    | 36                                 | Business
            Principles | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                
| |    |                                    |                                 | 
| |    |                                    |                                 | 
| |    |                                    |                                 | 

---



Back to Contents

| |  | Buhrmann                               |  | Chapter
      3             | 33
| |  | -------------------------------------- |  | --------------------------- | --
| |  | 2005
      Annual Report and Form 20-F |  | 4Corporate Responsibilities

Our People



Providing
    a positive work environment by:
   Maintaining a workplace where all employees feel valued and are able to perform to their full potential
   Providing a fair and harmonious working environment for all employees
   Making it a priority to eliminate discrimination in all forms, including harassment and bullying
   Employing and assessing employees based solely on their skills and competence and the objective qualifications necessary to perform their job
   Supporting our employees in their development
   Meeting or exceeding the relevant statutory standards that govern the health and safety of employees and third parties visiting our workplace
   Adopting a strong stance against workplace violenceWeb
    link www.buhrmann.com Our
        PeopleBuhrmann
        employs almost 18,000 people worldwide, covering 18 countries. As with
        any service-oriented business, the quality of our people is critical to
        our success. We regard our employees as an essential part of our foundation
        and future, so we invest as such.
      
      Our
        policy is to employ well-qualified and motivated people, irrespective
        of gender, race, religion or any other criterion, which is covered by
        our non-discrimination policy. The Company has been forced by circumstances
        to make a number of restructurings and reduce total headcount. We are
        able to report that these have progressed smoothly and without disruption,
        which is testament to our open and fair approach to employee relations
        overall.




We have introduced a number of new or updated policies concerning equal opportunities, harassment and grievance procedures. We are increasingly
conscious of the gender mix within the Company. Overall, 41% of our employees
are female. Importantly, in broadly defined management positions,
of which we have approximately 2,000, almost 30% of these are held by women.
However, we have set ourselves targets to improve this position, and through
our succession planning and development processes, we can be confident that we
will progressively move forward,
also at very senior levels. Given our role as a sales- and marketing-driven company, it is no surprise that a large proportion of our employees are customer-facing, in field and inside selling positions. Also given our
substantial logistics infrastructure, this is the second most important function of our employees. Job function
   %
    of employeesDirect and indirect selling
   45Warehouse, delivery and technical service
   36General and administration, of which:Finance
   6ICT
   4Purchasing
   4Executive/corporate/others
   5 The age and service profiles of our employees varies noticeably by geography, reflecting different levels of maturity and growth in our operations. In relatively fast-growing businesses, such
as Australia, we see profiles skewed towards younger employees with shorter service, while our well-established graphic business has a relatively older composition.


---



Back to Contents

|34 |  |                                        | Buhrmann |                                   | Chapter
      3
|-- |  | -------------------------------------- | -------- | --------------------------------- | ---------------
|   |  | 2005
      Annual Report and Form 20-F |          | 4Corporate
      Responsibilities

Our People







Age
   % of employeesBelow 30
   1830 to 39
   3140 to 49
   31Over 50
   20 Years of service
   % of employeesLess than 5
   465 to 10
   2710 to 20
   19Over 20
   8 Training and development programmes operate at all levels in Buhrmann, as we seek to provide employees with both the skills necessary to fulfil their present jobs effectively, and the
opportunities to demonstrate their capability to progress to more demanding positions. We have begun to monitor the quantum of training undertaken and will report this in future years. In the management training
area, we continue our successful Buhrmann Academy programme. The
Academy targets all levels of Buhrmann management, so that learning and development
opportunities are provided across a wide spectrum. In 2005, 160 European managers
participated in a total of nine programmes aimed at providing the skills to improve
execution of Company strategy. Programmes were focused on leadership development,
people management skills, selling skills, supply chain management, finance skills
and change management. Succession planning and the associated process for management development requires annual input by managers at all operations so we have visibility of potential successors to all management
team positions in each operation and country. In addition, a structured annual performance review process has been installed, which assists in identifying individual development needs and opportunities.




Building from operations
upwards, the Executive Board reviews annually the potential for succession to
the top 250 positions within the Company while the Supervisory Board reviews
annually the top 50 positions. We have set targets that at least 70% of these
top positions will be filled by internal candidates, when openings arise, and
have achieved this level for the past two years. In addition, we have a target
that at least 45 of the top
50 positions will have one identified successor, and that 20 of them will have
at least two choices. We believe that our disciplined and systematic approach
will secure the future leadership talent that will be central to the Companys
progress. We have progressively introduced employee attitude surveys, as a regular feature in the Company. In 2005, 30 surveys were conducted in our North American, European and Australian operations,
covering more than 50% of employees. These surveys provided a wealth of valuable information about our strengths and weaknesses as an organisation.They also provide an effective focus for dialogue between managers and their employees. Survey results
indicate global strengths in such areas as understanding of the job, results expected and Company goals, the work environment and understanding customer needs. However, we see opportunities to provide more frequent internal communication, and use of
a wider range of channels.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    3               | 35
| |  | ------------------------------------ |  | --------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Corporate Responsibilities

Our People







Relations with Works Councils at the local level, and with the Buhrmann European Works Council, continue to be effective and fruitful. Both the European and Netherlands Works Council meetings
  are routinely attended by our Chief Executive Officer, and the senior Group Human Resources staff. Collective agreements with relevant trade unions (where there exists a local agreement) are respected, and Buhrmann remains fully supportive of the
  rights of free association of its employees. Health and safetyThe pursuit of a safe and healthy working environment is a key goal of our management, and all operating companies have safety policies and procedures which meet or exceed the requirements of
the jurisdiction where they are based. At the Annual General Meeting of Shareholders in April 2005, we committed to developing a Company-wide reporting scheme aimed at disclosing our safety performance, and through this monitoring,
to set standards of performance and improvements. We have adopted measurements based on the number of lost time injuries, the injury severity rate (being the average number of days lost per injury), and the lost time injury frequency rate, which is
the number of lost time injuries divided by total hours worked, multiplied by one million.




The results for 2005 are based on individual reports which cover 95% of our total employees. We will increase the coverage in 2006, and work to ensure that all data is collected and recorded
in the same way. There is a relatively wide spread of performances across our operations, which implies that we have the opportunity to improve the poorer performers, and hence the overall outcome. To pursue this, we will progressively step up our monitoring of safety, and ensure that best practices are adopted across the Company, and that safety training is effective. 2005Numbers
        of lost time injuries
    343Injury
        severity rate (average)
    8
        daysLost time
        injury frequency rate
    8 While no injury at work is acceptable, we also must recognise that a significant number of our employees (approximately 30%) are either driving delivery trucks, or are salesmen with cars, and
therefore often exposed to risks which are not directly under our control. We are pleased that none of the injuries reported has resulted in a fatality.


---



Back to Contents

|36 |  |                                      | Buhrmann |                             | Chapter
    3
|-- |  | ------------------------------------ | -------- | --------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Corporate Responsibilities

Business Principles







Business PrinciplesA comprehensive Code of Conduct has been in force within Buhrmann for well over a decade. Our Business Principles and Code of Ethics applies to all employees within the Company and governs the
  way we do business. These principles help us ensure high levels of customer service, the basis on which we relate to our suppliers, and the respect with which we treat our employees. The full text of our Business Principles and Code of Ethics can be
  downloaded from www.buhrmann.com. Buhrmann has enrolled
as an Organisational Stakeholder in the Global Reporting Initiative (GRI), and we aim progressively to expand our reporting to our stakeholders, following the
guidelines of GRI. This process has been initiated in 2005, and we expect it will take a number of years before we can claim that we are reporting fully in accordance with
the GRI guidelines. This results from the need to harmonise definitions across
all of our operations, test the validity of data collected, and install appropriate
processes to establish continuous improvement and effective monitoring. This
can be considered akin to a financial reporting system, to the extent
that we need to have full confidence in the validity of the reports we see, and
that the standards we set ourselves can be properly measured and met. EnvironmentBuhrmann
  is a supplier of office products, desktop software and a distributor of graphic
  equipment and
related services. As such we do not manufacture so our footprint in the world
is
relatively light compared to others. There are two impacts which we consider  the
products which we source from our suppliers and which we offer to our customers,
and the impact of our own operations. Concerning products and our suppliers,
we have issued a supplier compliance policy which requires our suppliers to comply
with all applicable laws and regulations in respect of protecting the environment,and
to provide us with a copy of their own environmental compliance policy.
Additionally, this policy requires suppliers to operate in compliance with labour
laws, rights of employees to free association, and health and safety regulations. Ultimately, our customers decide what are the important features of the products they purchase. We do our utmost to supply them with a wide choice of environmentally acceptable products, and a
clear explanation of the nature of these products. Minimising the environmental impact of our own operations makes sound business sense. Corporate Express catalogues for instance, are printed with




environmentally friendly ink on recycled paper. In North America we collected and recycled over 350 tons of catalogues. We invest in fuel-efficient delivery vehicles and maintain an up-to-date
fleet. The increasing use of sophisticated route-planning software minimises distances travelled. Operations participate actively in local business groups to share best practice, including larger-scale national activities aimed at promoting effective recycling, and certification of
environmentally sensitive practices. Community involvementFor more than a century we have recognised that the interests of Buhrmann and all its stakeholders are mutually dependent. We are selective in choosing the projects we provide with support, as
we believe that we can make a bigger impact for the organisations involved through focused contributions. Our Business Principles and Code of Ethics clearly excludes making payments to political parties and organisations, or to their
representatives. Our community involvement reflects the way we operate. In 2005 virtually every Buhrmann business sponsored, supported or in some other way contributed to initiatives on a local, regional,
national or global level. In 2005, the range and scale of activities by our operations and people exceeded anything seen in prior years. While our people continue to give freely of their time and energy to support hundreds of worthwhile local
causes, two major events attracted remarkable support. The Asian tsunami and hurricane Katrina stimulated an enormous range of charitable activities, fundraising and donations across the Company, in addition to the many regular activities in which
we participate. At a corporate level, Buhrmann continued to support a number of initiatives in the preservation of cultural heritage, performing arts, disaster relief and health care. Our Divisions also
support several different non-profit organisations and projects on a national and local level. During the year many directed their enthusiasm, passion, commitment and personal time to the benefit of a broad range of charities in child welfare,
education, natural disastersand health care. Employees are encouraged to make charitable contributions to their local communities. The fact that so many do, speaks volumes for the culture of our businesses: a culture that embodies teamwork, a can-do
attitude and a sense of community.




---



Back to Contents

| |  |                              |                                                               |   
| |  | ---------------------------- | ------------------------------------------------------------- | --
| |  |                              |                                                               | 37
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  | 4Chapter
          4         |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  | Corporate
        Governance |                                                               |   
| |  |                              |                                                               |   
| |  | 38                           | Introduction                                                  |   
| |  | 38                           | Executive
            Board                                   |   
| |  | 39                           | Supervisory
            Board                                 |   
| |  | 42                           | Regulations
            Concerning Transactions in Securities |   
| |  | 42                           | The
            (General Meeting of) Shareholders             |   
| |  | 44                           | The
            Audit of Financial Reporting and              |   
| |  |                              | the
            Position of the Auditor                       |   
| |  | 45                           | NYSE
            Listing Standards                            |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                              
| |  |                              |                                                               |   
| |  |                              |                                                               |   
| |  |                              |                                                               |   

---



Back to Contents

|38 |  |                                          | Buhrmann |                               | Chapter
    4
|-- |  | ---------------------------------------- | -------- | ----------------------------- | -------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4Corporate
        Governance

Corporate Governance







IntroductionWe endorse the importance of good corporate governance, which is understood to include honest and transparent actions on the part of management, correct supervision of this corporate
governance and the acceptance of responsibility for the supervision. We apply the Dutch Corporate Governance Code (the Code), which was published by the Corporate Governance Commission on 9 December 2003, almost completely and endorse all principles
thereof. The following paragraphs outline our corporate governance structure and explained which best practice provisions of the Code are not applied. The Executive Board and the Supervisory Board are responsible for considering the interests of our shareholders and other capital providers, employees, customers and suppliers. In doing this
we strive to create shareholder value in the long-term. The corporate governance principles we employ are contained in the By-Laws Supervisory Board, the By-Laws Executive Board, the Charters of the Committees of the Supervisory Board, the Business
Principles and Code of Ethics, the Policy on the External Auditor Independence and Services, and in the Regulations regarding Ownership of and Transactions in Securities by Executive Board members and Supervisory Board members. These documents are
posted on the web site of the Company (www.buhrmann.com). They will be reviewed and if necessary amended from time to time. In the General Meeting
of Shareholders (AGM) held on 29 April 2004, the Executive Board and the Supervisory
Board gave account of the corporate governance structure of the Company. In the
AGM held on 14 April 2005 the changes made after the AGM in 2004 were discussed.
Although no formal vote was cast, it appeared that the corporate governance structure
met the approval of this shareholders meeting. Since the AGM of 2005 one amendment has been made to the corporate governance structure. The provision regarding the number of members of the Supervisory Board that may not be independent, has
changed. The Company now applies the Code also in this respect (see page 39 and 40). Material amendments
to the corporate governance structure will be submitted to the General Shareholders Meeting
for consideration.




Executive BoardThe Executive Board at 31 December 2005 comprised:
Frans H.J. Koffrie,
President and CEO
George Dean
Mark Hoffman
Floris F. Waller,
CFO For the biographies of the members of the Executive Board, see page 8. Role and procedureThe Executive Board is responsible for managing the Company, which includes among other things responsibility for determining and achieving the objectives of the Company, the strategy and
policies, the development of results and a sound personnel policy. The Executive Board reports on these matters to the Supervisory Board and to the General Meeting of Shareholders. In discharging its duty, the Executive Board focuses on the
interests of the Company, taking into consideration the interests of its stakeholders. The Executive Board provides the Supervisory Board with all the information necessary for the exercise of its duties in a timely fashion. The Executive Board
is responsible for compliance with all relevant legislation and regulations,
managing the risks attached to the Companys activities and the financing
of the Company. The Executive Board reports on these matters to the Supervisory
Board and the Audit Committee and gives account of the internal risk management
and control systems. The current members of the Executive Board are appointed indefinitely with the exception of Mr Hoffman, who has a contract of service until the end of 2008 (see Remuneration Report page 56).
Buhrmann is of the opinion that these appointments cannot be changed unilaterally by the Company into fixed-term positions. As a matter of course, the performance of individual members of the Executive Board is reviewed annually by the Supervisory
Board. New members of the Executive Board will be appointed for a term of four years, provided that market circumstances so permit. Determination and disclosure of remunerationThe
principal points of the report from the Supervisory Board on the remuneration
of the members of the Executive Board are included in the Remuneration Report
incorporated in the Annual Report (see page 52 to 61). The Remuneration


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        4     | 39
| |  | ---------------------------------------- |  | --------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Corporate Governance

Corporate Governance







Report also contains the information about the amount and structure of the compensation of the individual Executive Board members. The remuneration policy, presented in the Remuneration Report
has been adopted by the General Meeting of Shareholders held on 29 April 2004. Any material amendments to the remuneration policy will be submitted for adoption to the General Meeting of Shareholders. The determination of the remuneration for each individual Executive Board member is in principle a responsibility of the Supervisory Board. The Supervisory Board has delegated this authority
to the Compensation, Nominating and Corporate Governance Committee. This delegation applies for one year and its renewal will be reviewed each year by the Supervisory Board. The remuneration structure,
including severance pay, aims to support the interests of the Company in the
medium- and long-term, incites Board members to act in the interests of the Company
and
not in their own interests and does not reward Board members upon
termination of their employment (see Remuneration policy on page 53 to 57). Severance payThe
current contracts with the members of the Executive Board determine that if employment
is terminated
in the event of an acquisition of the Company or actual control passes into other
hands
(change of control), or in the case of reorganisation, termination of the Companys
activities or in comparable circumstances that cannot be considered as blameworthy
function fulfilment on the part of the Board member concerned, a fixed severance
payment will be made. In such cases, compensation will be paid in the amount of three times the annual fixed salary (twice the annual fixed salary in the case of the contract with Mr Hoffman) and the pension
accumulation over the period of three years, (two years in the case of the contract with Mr Hoffman), will continue. We believe that this provision ensures that the Executive Board can fully concentrate on the interests of the Company and those
associated with the Company when evaluating a possible merger, acquisition or reorganisation. As regards other situations, no fixed severance payment has been arranged with the members of the Executive Board. Buhrmann believes that the




circumstances of the case should be taken into consideration, considering relevant factors such as the reason for the termination, the age of the person in question, and the duration of
employment, when determining the amount of the severance payment, as a result of which, in specific cases, it could exceed the compensation mentioned in the Code. The performance by a Board member of his duties will in any event be an important
factor. Conflicts of interestIt is our policy to avoid any conflict of interest or apparent conflict of interest between the Company and members of the Executive Board. Decisions to engage in transactions in which
conflicting interests of Executive Board members are involved, which are of material significance for the Company and/or for the members of the Executive Board concerned, require the approval of the Supervisory Board. Supervisory BoardThe Supervisory
Board at 31 December 2005
comprised:
Paul C. van den Hoek, Chairman
Aad G. Jacobs,
Vice Chairman
Gilles Izeboud (as from 14 April 2005)
Ben J. Noteboom (as from
14 April 2005)
Jan Peelen
Gert H. Smit (Messrs John J. Hannan and Steven W. Barnes resigned from the Supervisory Board as from 31 March 2005. Mr Zwartendijk resigned from the Supervisory Board as from the AGM of 14 April
2005.) For the biographies of the members of the Supervisory Board, see page 51. It is the Supervisory
Boards responsibility to supervise the policy of the Executive Board and the general affairs of Buhrmann as well as to assist the Executive Board by providing
advice. In doing so, the Supervisory Board is guided by the interests of the Company and the relevant interests of the Companys
stakeholders. IndependenceThe Supervisory Board is composed of persons such that the members can act critically and independently of one another, and of the management and any particular interest. All members of the
Supervisory Board are independent as defined in the By-Laws of the Supervisory Board, and none of the Supervisory Board members have a material relationship with the Company.


---



Back to Contents

|40 |  |                                          | Buhrmann |                               | Chapter
              4
|-- |  | ---------------------------------------- | -------- | ----------------------------- | -----------------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4Corporate
        Governance

Corporate Governance







The provision in the
By-Laws of the Supervisory Board regarding the independence of members of the
Supervisory Board has been amended during the reporting year. The amended provision
determines that a maximum of one member of the Supervisory Board shall not be
independent as defined in the By-Laws. Previously the provision determined that
a majority of Board members shall be independent, as holders of the Companys
Preference Shares C had the right to propose for nomination two members of the
Supervisory Board. The two members of the Supervisory Board appointed pursuant
to this right could not be considered independent. As the Preference Shares C
have been
repurchased by the Company (see Material contracts on page 163) and subsequently
have been converted into ordinary shares, best practice provision III.2.1 of
the Code has now been applied. Where the Code, in its definition of independence in clause III.2.2, refers to holding a certain interest in the capital of Buhrmann, the Company will start from the potential voting right of
the person or entity holding such interest. Expertise and compositionThe qualification requirements for individual members of the Supervisory Board and the requirements for the composition of the Supervisory Board are regulated in the profile of the Supervisory
Board and provide that every Supervisory Board member should be qualified to assess the broad outlines of the overall policy of Buhrmann and should have the specific expertise that is necessary for the fulfilment of his duty, as described in the
profile of the Supervisory Board. The By-Laws of the Supervisory Board further provide that the Supervisory Board should be composed in such a way that it can carry out its duties properly and that the reappointment of a Supervisory Board member
will only take place after careful consideration. We do not apply the maximum of five board memberships in Dutch listed companies for members of the Supervisory Board as recommended by the Code. Instead, the By-Laws of the Supervisory Board
determine that a Supervisory Board member should limit the number and nature of his other positions so as to ensure due performance of his duties as a Supervisory Board member. This topic is considered in the annual evaluation of the functioning of
the Board. Our opinion is that the qualitative criterion we apply is a better standard than a limit on the number of board




memberships, as is advised by the Code, as the amount of time involved in board membership in a company can vary greatly and the availability of a board member is not exclusively dependent on
the number of companies where he is a member of the Supervisory Board. Members of the Supervisory Board are appointed for a period of four years. As of 1 January 2004, a new reappointment schedule has been drawn up, on the assumption that Board members may in
principle serve a maximum of three terms of four years each on the Board. Role of the Chairman of the Supervisory Board and
the Company SecretaryThe Chairman of the Supervisory Board should determine the agenda and chair the meetings of the Supervisory Board,
monitor the satisfactory functioning of the Board and its Committees, arrange for the adequate provision of information to the Board members, ensure that there is sufficient time for making decisions, arrange for the introduction and training
programmes for Supervisory Board members, act on behalf of the Supervisory Board as the main contact for the Executive Board, initiate the evaluation of the functioning of the Supervisory Board and the Executive Board and as Chairman ensure the
orderly and efficient conduct of the General Meeting of Shareholders. In this role the Chairman of the Supervisory Board will be assisted by the Company Secretary. Composition and role
of the Committees of the Supervisory BoardWithout prejudice to its own responsibility
pursuant to Dutch law, the Articles of Association and the By-Laws of the Supervisory
Board, the Supervisory Board has formed an Audit Committee and a Compensation,
Nominating and Corporate Governance Committee (CNCG Committee), each
consisting of at least three members of the Supervisory Board. Aside from the
specific mandates given the Committees pursuant to their respective Charters,
the overall task of these Committees is in general to prepare the foundation
to support decision-making processes of the Supervisory Board. In its report
the Supervisory Board
reports on the duties of the Committees that have been carried out in the financial
reporting year. The Supervisory Board can delegate decisions concerning the execution of policies adopted by it to its Committees. This delegated authority should


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    4         | 41
| |  | ------------------------------------ |  | --------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Corporate Governance

Corporate Governance







in all cases be limited to a maximum of one year with the possibility of renewal and the respective Committee should report to the Supervisory Board the decisions it has made on the basis of
  such delegation. Audit CommitteeThe Audit Committee at 31 December 2005 comprised:
Mr Aad G. Jacobs, Chairman
Mr Gilles Izeboud
Mr Gert Smit All members are qualified as financial experts as defined in the Audit Committee Charter. The purpose of the Audit Committee is to assist the Supervisory Board in its oversight responsibilities concerning, among other things: 
   the
       Companys accounting and financial
       reporting practice, policies and procedures (including judgements and
       estimates, significant reporting issues, material adjustments and
the robustness of the processes);
   the
       quality of its internal control systems and risk assessment (understanding
       the risks the Company is exposed to and how they are effectively dealt
       with, reviews of assessments
of the external auditor and oversight of the internal audit function);
   the
       quality of the disclosure controls and procedures;
   the
       integrity of the financial statements; and
   the
       performance of and evaluation of the working relationship with the external
       auditor. The meetings of the Audit Committee are attended by the Chief Financial
Officer, the Director Accounting & Control, the Director Internal Audit and
the external auditor, among others. The Chief Executive Officer will attend the
meetings whenever deemed appropriate by the Audit Committee or by himself. The Audit Committee has a delegated authority to take independent
decisions about the approval of the non-audit services as set forth in the Policy on the External Auditor
Independence and Services. Considering their major interest to the Company, matters concerning Buhrmanns
financing are discussed integrally in the meetings of the Supervisory Board.




Compensation, Nominating and Corporate
Governance Committee (CNCG Committee)Members of the CNCG Committee at 31 December 2005 were: 
Mr Paul C. van den Hoek, Chairman
Mr Ben J. Noteboom
Mr Jan
Peelen The CNCG Committee is tasked to assist the Board with, among other
things, drafting the remuneration policy for members of the Executive Board,
drafting the Remuneration Report, making proposals with respect to the remuneration
of individual members of the Executive Board, reviewing share-based compensation
schemes, assessing the composition and performance of the Executive Board and
the Supervisory Board and advising on selection
criteria and appointment procedures, reviewing the succession plan, evaluation
process, selection criteria and appointment procedures and compensation structure
of the Companys top management, and advising on the development and implementation
of corporate governance guidelines. Given the size of the Supervisory Board, it was decided to combine
the tasks in the area of the Board nomination and remuneration policy and the
corporate governance policy into one Committee. The Supervisory Board considers
it important that the Chairman of the Supervisory Board occupies himself intensively
with the appointment and reappointment of members of the Supervisory Board and
the Executive Board and with the corporate governance
structure, two of three areas that are part of the Committees duty. For
this reason, this Committee is chaired by the Chairman of the Supervisory Board.
However, the CNCG Committee Charter does determine that the CNCG Committee cannot
be chaired by a member of the Supervisory Board who is a member of an executive
board of another Dutch listed company or who is a former member of the Executive
Board of the Company. Remuneration of the Supervisory BoardThe General Meeting of Shareholders determines the remuneration for the Supervisory Board members. The remuneration for a Supervisory Board member does
not depend on our results. The Remuneration Report (see page 52) contains information on the level and structure of the remuneration for the individual Supervisory Board members.




---



Back to Contents

|42 |  |                                      | Buhrmann |                           | Chapter
    4
|-- |  | ------------------------------------ | -------- | ------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Corporate
    Governance

Corporate Governance







Conflicts of interestPursuant to the By-Laws of the Supervisory Board, every form and appearance of conflict of interest between Buhrmann and the Supervisory Board should be avoided. Decisions to engage in
  transactions in which interests of Board members play a role, which have a material significance for the Company and/or for the Board members concerned, require approval by the Supervisory Board. The Supervisory Board is responsible for
  decision-making concerning the handling of conflicts of interest of members of the Executive Board and Supervisory Board, major shareholders and the external auditor in relation to the Company. Regulations concerning ownership of and transactions in securitiesThe
Regulations regarding the Ownership of and Transactions in Securities by Executive
Board members and Supervisory Board members (the Regulations)
concern the ownership of and transactions in securities in companies listed in
the Netherlands, other than Buhrmann. We do not apply the Code in as far as it
provides that at least once a quarter all Board members need to give notice to
the Compliance Officer of the Company of
any changes in their holdings of securities in Dutch listed companies. We believe
that applying these provisions would create a cumbersome administrative burden.
Buhrmann Board members, in carrying out their tasks, do not generally receive
price-sensitive information about other Dutch listed companies. Furthermore,
as all Board members have the responsibility to behave ethically and to comply
with applicable law and regulations, they will in any case be restricted from
trading in
shares in companies about which they possess price-sensitive information. The
regulations are posted on our web site. The ownership of shares in the capital of Buhrmann NV by the members of the Executive Board is for long-term investment. The (General Meeting of) ShareholdersPowersGood
corporate governance assumes full participation of shareholders in the decision-making
process in the General Meeting of Shareholders. It is
in the Companys interest that as many
shareholders as possible participate in the decision-making process in the General
Meeting of Shareholders. We shall, insofar as possible, enable the shareholders
to vote by proxy and to communicate with all other shareholders.




Buhrmann was one of the founders of the Stichting Communicatiekanaal
Aandeelhouders (Shareholders Communication Channel Foundation or Communication
Channel) in 1998. The Communication Channel offers participating shareholders
the opportunity to cast their vote without personally being present or represented
in the General Meeting of Shareholders and may also be used by (groups of) shareholders
for proxy solicitation. The General Meeting of Shareholders should be able to exert such
influence on the policy of the Executive Board and the Supervisory Board of the
Company that it plays a full role in the system
of checks and balances in the Company. Decisions of the Executive Board on a major change in the identity
or the character of the Company are submitted for approval by the General Meeting
of Shareholders. For example, Buhrmann called an Extraordinary General Meeting
of Shareholders in October 2003, to ask for the shareholders approval for
the sale of the paper merchanting division. In March 2005 an Extraordinary General
Meeting of Shareholders was called to ask approval for the repurchase of the
Preference Shares C and related financing issues. The most important powers of the General Meeting of Shareholders of Buhrmann NV are: 
   Adoption
       of financial statements, including appropriation of the results.
   Determination
       of dividend in accordance with the provisions of the Articles of Association.
   Granting
       discharge to the Executive Board and the Supervisory Board.
   Appointment,
       suspension and dismissal of the members of the Executive Board and the
       Supervisory Board.
   Adoption
       of the remuneration policy for the Executive Board.
   Determination
       of the remuneration for the members of the Supervisory Board.
   Approval
       of the share option plan.
   Appointment
       and dismissal of the external auditor.
   Delegation
       for a specified period to the Executive Board of the right to issue shares
       and to take up shares (option rights).
   Amendment
       of the Articles of Association based on the proposal by the Executive
       Board.
   Authorisation
       to the Executive Board for the Company to purchase own shares.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    4         | 43
| |  | ------------------------------------ |  | --------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Corporate Governance

Corporate Governance







Furthermore, any substantial amendment to the corporate governance structure and amendments to the Policy on Additions to Reserves and Dividends will be presented to the General Meeting of
  Shareholders. The
        right to place an item on the agendaShareholders can request the Executive Board or Supervisory Board to place certain
items on the agenda of the General Meeting of Shareholders. These requests are
granted if they:i
   are
       submitted at least 60 days preceding the General Meeting of Shareholders
       byii
  shareholders,
        who, on their own or together, represent at least 1% of our issued capital
        or whose shares on the date of the announcement of the meeting have a
        market value of at least€10,000,000
    andiii
  assuming
      that there are no important interests of the Company that could prevent
      them being
placed on the agenda. Appointment of Executive Board and Supervisory BoardThe appointment of members of the Executive Board and of the Supervisory Board shall be made on a non-binding nomination of the Supervisory
Board. A resolution of the General Meeting to approve of an appointment in accordance with a nomination by the Supervisory Board shall require an absolute majority of the votes cast. In the event a
candidate nominated by the Supervisory Board is not appointed by the General Meeting of Shareholders, the Supervisory Board will nominate a new candidate. Shareholders who have the right to place an item on the agenda of the General Meeting of
Shareholders are also entitled to nominate a candidate. A resolution of the General Meeting to appoint a member of the Executive Board or of the Supervisory Board other than in accordance with a nomination by the Supervisory Board, shall require an
absolute majority of the votes cast representing more than one-third of the issued capital. At a General Meeting of Shareholders, votes can only be cast for candidates named in the agenda of the meeting or explanatory notes thereto. The General Meeting of Shareholders may decide to suspend or remove a member of the Executive Board or of the Supervisory Board. A resolution of the General Meeting of Shareholders to suspend
or remove a Board member other than in accordance with a proposal of the Supervisory Board, shall require an absolute majority of the votes cast representing more than one-third of the issued capital.




Depositary receipts for sharesDepositary receipts have been issued
only for Preference Shares A, by the Stichting Administratiekantoor Preferente
Aandelen Buhrmann, (Trust
Office), who has taken all Preference Shares A into administration. All
best practice provisions of the Code concerning depositary receipts have been
applied. We go beyond the provision of the Code with respect to the appointment
of the members of the Board of the Trust Office. Where the Code recommends that
they shall be appointed by the Trust Office and that the meeting of holders of
depositary receipts may make recommendations for these appointments, which recommendations
are
not binding, the holders of depositary receipts of Preference Shares A have the
right to appoint two out of five Board members. The other three Board members
are appointed by the Trust Office. The voting rights on Preference Shares A are
restricted in such a way that they are commensurate to their economic value in
comparison to that of ordinary shares. For a detailed description of the rights attached to the Preference
Shares A and the depositary receipts of Preference Shares A, see the chapter Description of Share Capital and Articles
of Association (page 153). In 2005 a meeting of holders of depositary receipts of Preference Shares A was held. In this meeting the Board of the Trust Office explained the changes made to the corporate governance
practice of the Trust Office. At this meeting, the holders of depositary receipts expressed their confidence in the Board of the Trust Office. Provision of informationIn
accordance with the Dutch Market Abuse Act Buhrmann will ensure that any price-sensitive
information  information that is concrete and has not publicly been disclosed and whose
disclosure might significantly affect the Companys share price  will be disclosed without delay to the general public in the form of a press release that will be disseminated over two or more major wire services, at least one
international and one national daily newspaper and placement on the Buhrmann web site. To determine what information is of a material nature and could therefore constitute price-sensitive non-public information Buhrmann will act in accordance with
the Explanatory Memorandum accompanying the Market Abuse Act, the explanatory brochure of the Netherlands Authority Financial Markets (AFM) and the SECs
Regulation Fair Disclosure but also apply its good judgement and experience when
and if
appropriate.


---

Back
  to Contents

|44 |  |                                      | Buhrmann |                           | Chapter
    4
|-- |  | ------------------------------------ | -------- | ------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Corporate
    Governance



Corporate
  Governance







Price-sensitive information that has been publicly released by Buhrmann or is already in the public domain may be discussed by spokespersons designated by the Company on an individual or
selective basis. However, if the provision of such information is regarded by Buhrmann to be of interest to the general public, for instance at an Annual General Shareholders Meeting or a quarterly earnings, or analyst presentation, Buhrmann will
make this information available for general dissemination through a conference call, web cast or a presentation which will be broadcast live on a medium that will allow the public, without charge, to receive the information provided by Buhrmann.
Following such an event, presentations will be posted on the Buhrmann web site and, to the extent reasonably possible, provision will be made for an audio replay to be available for a certain period thereafter. In the ordinary course of business, designated spokespersons regularly communicate with outside parties such as media or securities industry professionals in one-on-one meetings, group
meetings, site visits or industry conferences, to provide them with relevant information to enable them to gain better insight into the Company. Buhrmann adheres to the policy that at such meetings price-sensitive non-public information should not
be discussed or disclosed in any way or form. Buhrmann will provide analysts and investors fair access to company information and management within the limits of its time and resources. Under no circumstances will Buhrmann compromise the
independence of analysts or investors in relation to the Company, irrespective of their recommendation on Buhrmann stock or a decision to buy or sell Buhrmann stock. To prevent inadvertent
disclosure of price-sensitive information Buhrmann has imposed upon itself closed periods in
the weeks prior to an upcoming results announcement, during which it will not
engage in any discussion or participate in any kind of meeting with the general
public, media or securities industry professionals in which one could reasonably
expect that price-sensitive non-public information could be
discussed.




The
  audit of the financial reporting and the position of the internal audit function
  and of the external auditorFinancial
  reportingThe
  Executive Board is responsible for the quality and completeness of the financial
  information that is made public. It is the duty of the Supervisory Board to
  see to it that the Executive Board fulfils this responsibility. In this respect
  reference is made to the paragraphs concerning the risk control framework in
  the chapter Other Financial Information (page 67 to 69). Role,
  appointment, remuneration and assessment of the functioning of the external
  auditorThe external auditor is appointed annually by the General
  Meeting of Shareholders. The Supervisory Board shall nominate a candidate, for
  which purpose both the Audit Committee and the Executive Board advise the Supervisory
  Board. The remuneration for the external auditor is approved by the Supervisory
  Board as proposed by the Audit Committee after consultation with the Executive
  Board. The approval of the assignment of non-audit services to the external
  auditor has been delegated to the Audit Committee for a period of one year,
  which delegated authority may be renewed by the Supervisory Board. External
  auditors fees and servicesIn 2005 and 2004, Buhrmann paid to PricewaterhouseCoopers
  Accountants N.V., our principal accountant, the following fees: in
        millions of euro
      2005
      
      2004Audit
        fees
      4.4
      
      4.5Audit-related
        fees
      2.1
      
      1.6Tax fees
      0.2
      
      0.1All other
        fees
      0.0
      
      0.2Total
        fees
      6.7
      
      6.4 Audit-related fees in 2005 mainly related to the issue of the 2015 Notes and services regarding compliance with the rules relating to internal controls over financial reporting as adopted by
the SEC under the Sarbanes-Oxley Act. Tax fees related to compliance services.


---



Back
  to Contents

| |  | Buhrmann                             |  | Chapter
    4         | 45
| |  | ------------------------------------ |  | --------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Corporate Governance



Corporate
  Governance







Policy
    regarding external auditor independence and servicesBuhrmann has established a policy addressing the independence of its external
    auditors and the provision of services by its external auditors. Pursuant
    to the Buhrmann Policy regarding External Auditor Independence and Services
    which is posted on our web site, the Companys external auditors may
    only provide certain permissible audit services, audit-related services and
    non-audit services that have been preapproved by the Audit Committee (except
    as otherwise set forth below). The Audit Committee annually reviews the list
    of permissible preapproved services and may add or subtract services from
    the list from time to time. In 2005, all audit fees and audit-related fees originating from PricewaterhouseCoopers Accountants N.V. were preapproved by the Audit Committee in accordance with the preapproval policy. The
    non-audit fees, mainly tax fees, originating from PricewaterhouseCoopers Accountants
    N.V., included in all other fees in the table above, were not preapproved
    as the aggregate amount of these services was less than€250,000
    in 2005. Relationship
    and communication of the external auditor with the bodies of the CompanyThe external auditor attends the meeting of the Supervisory
    Board in which the financial statements are approved and shall in principle
    attend all meetings of the Audit Committee. The external auditor simultaneously
    reports its findings concerning the audit of the financial statements to the
    Executive Board, the Supervisory Board and the Audit Committee. Internal
    audit functionThe
    internal auditor operates under the responsibility of the Executive Board.




NYSE
    Listing StandardsWe
    are listed on the New York Stock Exchange, and certain of the NYSE corporate
    governance rules applicable to listed domestic U.S. companies do not apply
    to listed non-U.S. companies. In particular, the following sets forth the
    significant ways in which Buhrmanns corporate governance practices differ
    from those followed by listed domestic U.S. companies under NYSE listing standards: 
      Buhrmann
        has a two-tier board structure, consisting of a Supervisory Board of currently
        six members, and an Executive Board of currently four members.
      Our
        Supervisory Board is entirely composed of independent directors, with
        the determination of independence being based upon whether a Supervisory
        Director has any direct or indirect material relationships with Buhrmann.
        The definition of independence, which is included in the By-Laws of the
        Supervisory Board, does not encompass a number of additional independence
        tests required under NYSE rules for listed domestic U.S.companies.
      The
        goal and tasks of the Audit Committee are described in this chapter on
        page 41and in the Charter of the Audit Committee which is also published
        on our website. We may not meet certain additional requirements for audit
        committees that the NYSE mandates for listed domestic U.S. companies.


---



Back to Contents

| |    |                                         |                                                        | 
| | -- | --------------------------------------- | ------------------------------------------------------ | 
| | 46 |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    | 4Chapter
          5                    |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    | Report
        of the Supervisory Board |                                                        | 
| |    |                                         |                                                        | 
| |    | 47                                      | Introduction                                           | 
| |    | 47                                      | Supervision
            and Advice                     | 
| |    | 48                                      | Composition
            of the Supervisory Board       | 
| |    |                                         | and
            the Executive Board                    | 
| |    | 48                                      | Independence                                           | 
| |    | 48                                      | Schedule
            of Attendance of the              | 
| |    |                                         | Supervisory
            Board and Committees           | 
| |    | 49                                      | Committees
            of the Supervisory Board        | 
| |    | 50                                      | Corporate
            Governance                       | 
| |    | 50                                      | Remuneration
            Report                        | 
| |    | 50                                      | Financial
            Statements and Dividend Proposal | 
| |    | 50                                      | Discharge                                              | 
| |    | 50                                      | People                                                 | 
| |    | 50                                      | Looking
            ahead                              | 
| |    | 51                                      | Biographies
            Supervisory Board              | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                       
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 
| |    |                                         |                                                        | 

---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    5                            | 47
| |  | ---------------------------------------- |  | ---------------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Report
        of the Supervisory Board

Report of
  the Supervisory Board







IntroductionIn 2005, the Company has
    continued to improve results. Sales growth proved sustainable, notably in
    the large accounts segment. In the mid-market segment the Board is confident
    that management has chosen the right approach. The Company has again increased its product range of private brands and in 2005
continued to expand its product offering to customers beyond the traditional
office products range, with the aim to become a single-source supplier for its
customers. The Board believes that in doing so the Company has successfully delivered
on its strategy in the past year. The financial structure improved as a result of the repurchase of the Preference
Shares C from two venture capital groups. After this transaction we were able
to improve our corporate governance structure by changing the provision regarding
the independence of members of the Supervisory Board to apply the best practice
provision of the Dutch Corporate Governance Code (see the section Composition
of the Supervisory Board and the
Executive Board below). A continued focus on working capital and cost control has further improved the
capital structure. Centralisation efforts in Corporate Express North America
and Office Products Europe improve operational efficiency and thereby
the Companys service level. Moreover, such projects may contribute to reduce
the cost level. Supervision
    and AdviceDuring the
    reporting year the Supervisory Board met seven times. In the meetings, special
    attention was given to the capital structure of the Company, notably a repurchase
    of the Preference Shares C in the first quarter, which was financed by a
    rights issue, a new high yield bond and cash on hand. We also discussed and approved a proposal of the Executive Board to further centralise
Corporate Express North Americas administrative operations in order to
drive cost efficiencies and streamline operations as well as improve the service
offered to customers. The implementation of a central merchandising function for all global office
products activities, the Companys approach to the mid-market and generally
the course of business as well as the progress of the Company to deliver on its
strategy and key performance indicators, were discussed




with the
      Executive Board on a regular basis. Management of the North American and
      Australian operations made presentations to us on a wide variety of subjects
      relevant to their respective businesses, including strategy and course
      of business during our two-day on-site meeting in North America.
      With management of the European Office Products business we discussed strategy
    and measures to improve certain underperforming businesses. We reviewed and discussed management development and succession planning and
agreed that progress had been made by the Company. Regular reports from the Audit
Committee and the Compensation, Nominating and Corporate Governance Committee
were received and discussed. We reviewed and approved a number of acquisitions
in the Office Products Divisions. We also reviewed the relationship between the
external auditor and the Company and discussed reports of the Executive Board
and Audit Committee on its functioning. The main conclusions of this assessment
were positive, and will be shared with the General Meeting of Shareholders to
be held on 13 April 2006. At the beginning of the year, we discussed the draft
Annual Report 2004. In the absence of the Executive Board we discussed the functioning of the Executive
Board and its individual members. Our conclusions were that the composition of
the Executive Board is adequate and that each of the members is suited to his
tasks and responsibilities. We also concluded that the division of responsibilities
among the members of the Executive Board was balanced and that the functioning
of the Executive Board as well as that of the individual members was satisfactory.
We did not introduce changes in the composition of the Executive Board. We also discussed our own functioning and that of the Committees of the Board
while taking into account our profile, composition and the competencies of each
of the members of the Supervisory Board. In particular we discussed the composition
of the Supervisory Board after the resignation of Messrs Hannan and Barnes who
are both U.S. citizens. Given the importance of the North American activities
of the Company, we considered that the Board should be strengthened with members
having experience with U.S. markets and businesses. As reflected in the schedule
of attendance below, the attendance of current members of the Supervisory Board
to the meetings of the Board and the Committees was proper. All members of the
Board gave evidence of a strong


---



Back to Contents

|48 |  |                                          | Buhrmann |                                          | Chapter
    5
|-- |  | ---------------------------------------- | -------- | ---------------------------------------- | -------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4Report
        of the Supervisory Board

Report of the Supervisory Board







engagement
      with the Company and the Board concluded that the co-operation in the reporting
      year was productive and constructive. The meetings of the Board give room
      to an open exchange of thoughts resulting in balanced decision making for
    which the Board can carry collective responsibility. Composition
    of the Supervisory Board and the Executive BoardDuring the
    reporting year the composition of the Supervisory Board was as follows: Mr P.C. van den Hoek (Chairman), Mr S.W. Barnes (until 31 March 2005), Mr J.J.
Hannan (until 31 March 2005), Mr G. Izeboud (from 14 April 2005), Mr A.G. Jacobs,
Mr B.J. Noteboom (from 14 April 2005), Mr J. Peelen, Mr G.H. Smit and Mr R. Zwartendijk
(until 14 April 2005). For the biographies of the members of the Supervisory
Board, please refer to page 51. Messrs J.J. Hannan and S.W. Barnes resigned from the Board on 31 March 2005,
upon the finalisation of the repurchase of Preference Shares C by the Company.
In accordance with agreements with two U.S. venture capital groups, Apollo Management
IV, L.P. and Bain Capital, LLC, at the issue of Preference Shares C, Messrs Hannan
and Barnes had been nominees in the Supervisory Board, representing Apollo and
Bain, as long as Apollo and Bain retained 75% of their original interest in Preference
Shares C. The General Meeting of Shareholders held in April 2005 reappointed Mr G.H. Smit
for a new term of four years. In the same meeting Messrs G. Izeboud and B.J.
Noteboom were appointed members of the Supervisory Board. They received an introduction
organised by the Company in consultation with the Chairman. By virtue of the Boards schedule of retirement, Mr J. Peelen will resign
after the General Meeting of Shareholders to be held on 13 April 2006. Mr Peelen
has advised the Board that he is available for reappointment. Mr Jacobs has indicated
that, on account of reaching the age of 70 in 2006, he wishes to resign after
the General Meeting of Shareholders in April. Mr Jacobs,
currently Vice-




Chairman
      of the Board and Chairman of the Audit Committee, served eight years on
      the Supervisory Board and rendered outstanding services to Buhrmann, for
  which we owe him great thankfulness. The Board will propose to the General Meeting of Shareholders in April to appoint
Mr F.L.V. Meysman as a new member of the Supervisory Board. Mr Meysman, a Belgian
citizen, has worked in executive management positions for U.S. public corporations
in several countries, among which the U.S., for a succession of years, and brings
the required experience with U.S. markets and businesses. During the reporting year there were no changes in the composition of the Executive
Board. IndependenceAll members
    of the Supervisory Board in its composition as at 31 December 2005 may be
    considered independent as defined in the By-Laws Supervisory Board. Schedule
    of Attendance of the Supervisory Board and CommitteesDuring 2005
    the Supervisory Board met seven times. Supervisory
      
      Audit
      
      CNCGSupervisory
      Board
      
      Committee
      
      CommitteeBoard
        members
      meetings
        (7
      )
      meetings
        (6
      )
      meetings
        (4
      )P.C.
        Van den Hoek
      7
      
      n/a
      
      4A.G.
        Jacobs
      7
      
      6
      
      n/aS.W.
        Barnes1
      1
      
      n/a
      
      n/aJ.J.
        Hannan1
      0
      
      n/a
      
      n/aG. Izeboud2
      4
      
      4
      
      n/aB.J.
        Noteboom2
      4
      
      n/a
      
      3J. Peelen3
      7
      
      3
      
      4G.H.
        Smit
      7
      
      6
      
      n/aR. Zwartendijk4
      3
      
      n/a
      
      1 1
      Messrs
        Barnes and Hannan resigned from the Supervisory Board as at 31 March 2005.2
      Messrs
        Izeboud and Noteboom were appointed members of the Supervisory Board in
        the AGM of 14 April 2005.3
      Mr
        Peelen resigned as member of the Audit Committee as from 1 July 2005.4
      Mr
        Zwartendijk resigned from the Supervisory Board at the AGM of 14 April
        2005, at the end of his term.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    5                    | 49
| |  | ---------------------------------------- |  | -------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Report of the Supervisory Board

Report of
the Supervisory Board







Committees
    of the Supervisory BoardWithout
    prejudice to its own responsibility, the Supervisory Board has formed two
    Committees, i.e. the Audit Committee and the Compensation, Nominating and
    Corporate Governance Committee (CNCG Committee), each consisting of members
    of the Board. The purpose of both Committees is described in the Chapter Corporate Governance
on page 37 to 45. Audit
      CommitteeIn 2005
    the Audit Committee paid attention to the implementation of IFRS and the
    projects aiming to achieve compliance with the Sarbanes-Oxley Act, in particular
    the requirements of section 404 of this Act. It concerns extensive activities
    in the area of internal control over financial reporting for which the Executive
    Board sought advice and support from a number of external experts. Also in
    the area of risk management, the usual assessment was made of the risks for
    the Company and particular attention was given to ICT business continuity
    and disaster recovery programmes. Good progress has been made. Finally the
    Audit Committee discussed with the CEO and CFO their certification (pursuant
    to section 302 of the Sarbanes-Oxley Act) of the Annual Report 2004 and agreed
    on the conclusions that the Annual Report fairly presented in all material
    respects the financial condition, results of operations and cash flows of
    the Company and that no untrue statements of a material fact were included
    and no material facts were omitted that could make the report misleading. The Audit Committee reviewed the quarterly and annual results and particular
attention was paid to special items and critical accounting policies as well
as reports of the Disclosure Committee. The Audit Committee reviewed and discussed
reports from the external auditor on the Companys financial reporting as
well as follow-up actions by management. The audit scope and approach, independence and fees of the external auditor were
discussed and an extensive assessment was made of its performance, and of the
relationship between the external auditor and the Company. The appointment of
the new lead partner was approved.




The tax
      and pension position of the Company were reviewed and discussed as well
      as the report of the internal audit function on the control status of the
      operating companies. With the Director Internal Audit, the Audit Committee
    also discussed his planning and resources for 2006. The analysis of the fair enterprise value of the Company at the cash-generating
unit level was discussed with management and the external auditor to determine
the possible impairment under both IFRS and US GAAP and the Audit Committee agreed
with its conclusions that an impairment of goodwill in 2005 is not appropriate. During the reporting year the composition of the Audit Committee has been as
follows: Mr A.G. Jacobs (Chairman), Mr J. Peelen (until 1 July 2005), Mr G.H. Smit, Mr
G. Izeboud (from 1 July 2005), who according to the Supervisory Board may all
be qualified as financial
experts as defined in the Audit Committee Charter. During the reporting
year, the Audit Committee met six times. All meetings were attended by the external
auditor as well as representatives from management and the financial function.
The Audit Committee also had regular, brief discussions with the external auditor
in the absence of management. In 2005 the Audit Committee received training on certain technical aspects of
internal controls in the light of U.S. Securities laws. This training was organised
by the Company with the help
of outside advisers. Compensation, Nominating and Corporate Governance Committee (CNCG Committee)In its meetings during 2005 the CNCG Committee paid special attention to executive
remuneration. It spoke extensively about several modalities of executive long-term
and short-term compensation and resolved that at present no changes were required
to the existing system as such. Changes were discussed and made to certain elements
of the long-term cash incentive plan available to senior executives in North
America. The Committee also discussed the implications of changes in Dutch legislation
that alter the fiscal climate in which the current pension promises to the Dutch-based
members of the
Executive Board were made.


---



Back to Contents

|50 |  |                                      | Buhrmann |                                      | Chapter
    5
|-- |  | ------------------------------------ | -------- | ------------------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Report
    of the Supervisory Board



Report of the Supervisory Board









It obtained outside expert advice and concluded to adjust the current pension arrangements for these Executive Board members at no additional cost for the Company. Amendments to the contract
of the U.S.-based Board member were also discussed and agreed. For a description of the amendments, see the Remuneration Report on page 52 to 61. Long-term and short-term bonus targets for members of the Executive Board were determined for 2005 as
well as the extent to which targets set for 2004 had been achieved. The CNCG Committee reviewed and discussed a succession plan and the performance review structure for top management of the Company. It also discussed corporate governance issues, particularly whether changes needed to be made to the corporate governance structure of the Company in the light of national and international
developments. It proposed to change the provision regarding independence of Supervisory Board members (for a description please refer to the Corporate Governance chapter on page 40. During the reporting year the CNCG Committee met four times. The CNCG Committee consisted of Mr P.C. van den Hoek (Chairman), Mr J. Peelen, Mr R. Zwartendijk (until his resignation from the
Board in April 2005) and Mr B.J. Noteboom (as from 1 July 2005). Corporate GovernanceThe corporate governance structure of Buhrmann is described in the chapter Corporate Governance on page 37 to 45. We endorse all principles and apply almost all of the best practice provisions
of the Dutch Corporate Governance Code (the Code). All exceptions to the Code have been disclosed in the above mentioned Corporate Governance chapter. The corporate governance structure of the Company has been discussed with the General Meeting of
Shareholders in April 2005. Remuneration ReportThe Remuneration Report forms part of and is incorporated in the Report of the Supervisory Board. During the reporting year no changes were made to the remuneration policy. Changes to the
remuneration policy for members of the Executive Board concerning long-term and short-term incentives will be discussed in the General Meeting of Shareholders to be held on 13 April 2006.




Financial Statements and Dividend ProposalThe
Annual Report at hand has been prepared by the Executive Board and consists of
the Consolidated
Financial Statements, the Financial Statements of Buhrmann NV and the management
report of the past financial year. The financial statements have been audited
by PricewaterhouseCoopers Accountants N.V. You will find the auditors report
on page 160 of this report. We have reviewed and can agree with these reports and will accordingly recommend their adoption to the General Meeting of Shareholders to be held on 13 April 2006. The dividend proposal to the General Meeting of Shareholders, which is consistent with the dividend policy of the Company, is included in the Annual Report on page 159. The dividend will be
paid either in cash or in new ordinary shares at the option of the shareholder. DischargeWe also propose that the General Meeting of Shareholders, in accordance with Article 32, Paragraph 2 of the Articles of Association, discharges the Executive Board from management as carried
out in the financial year and the Supervisory Board from its supervision of the same. PeopleIt
follows from the nature of the activities of Buhrmann, that its success or failure
is largely
dependent on the quality, expertise and devotion of its people. All members of
the Supervisory Board are convinced of this starting point and encourage that
this value receives due attention in the policy of the Company. The Board also
promotes that due notice is given to training and development on the job. The
Board expresses its sincere
thankfulness to the Companys employees for their commitment to Buhrmann. Looking aheadWe believe that the Company is fit and ready to reinforce its competitive position through further growth, possibly by making acquisitions if and when they are expected to bring shareholder
value. Supervisory BoardAmsterdam, 23 February 2006


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    5                        | 51
| |  | ------------------------------------ |  | ------------------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Report
    of the Supervisory Board



Biographies Supervisory Board





1 Paul C. van den Hoek1939, Chairman Position: Barrister in Amsterdam (Stibbe). Nationality: Dutch. Appointed in 1993,
current term of office until 2008. Supervisory directorships: AON Groep Nederland B.V. (Chairman), ASM International N.V. (Chairman), Robeco Groep N.V. (Chairman), Robeco N.V. (Chairman), Rolinco N.V. (Chairman), Rorento N.V. (Chairman), Het
Financieele Dagblad Holding B.V. (Chairman), Wavin B.V. (Chairman), Euronext Amsterdam N.V. 2 Aad G. Jacobs1936,
Vice Chairman 
Previous position: Chairman of the Executive Board of ING Groep
N.V. Nationality: Dutch. Appointed in 1998, current term of office will end in
2006. Supervisory directorships: N.V. Royal Dutch Shell plc (Chairman), VNU N.V.
(Chairman), ING Groep N.V., Johan Enschedé B.V. (Chairman), SBM Offshore
N.V. (Vice Chairman),
Imtech N.V. (Chairman). 3 Gilles Izeboud1942 
Previous position: Board member of PriceWaterhouseCoopers. Nationality: Dutch. Appointed in 2005,
current term of office until 2009. Supervisory directorships: Robeco Groep N.V., Robeco N.V., Rolinco N.V., Rorento N.V., ConQuaestor BV, ENDEX European Derivatives Exchange NV. 4 Ben J. Noteboom1958
  Current position: CEO Randstad Holding nv. Nationality: Dutch. Appointed in 2005, current term of office until 2009. Supervisory directorships: none. 5 Jan Peelen1940
  Previous position: Member Executive Committee of Unilever and member of Unilever Board. Nationality: Dutch. Appointed in 1999, current term of office until 2006. Supervisory directorships:
VVAA Groep B.V. (Chairman), Koninklijke Friesland Foods N.V., Arcadis N.V., Albron B.V. 6 Gert H. Smit1948
Previous
position: Chairman of the Executive Board of Vedior N.V. Principal position:
Managing Director TriFinance Holding B.V. Nationality: Dutch. Appointed
    in 1998,
  current term of office until 2009. Supervisory directorships: Transavia Airlines
  C.V., Endemol N.V., Martin Schilder Holding B.V. (Chairman), M.S.J. Beheer
    B.V. (Chairman),
  UnivéRegio+ (Chairman). Messrs Steven W. Barnes, John J. Hannan and Rob Zwartendijk resigned
from the Supervisory Board in the course of the reporting year.












---



Back to Contents

| |    |                             |                                                                     | 
| | -- | --------------------------- | ------------------------------------------------------------------- | 
| | 52 |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    | 4Chapter
          6        |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    | Remuneration
        Report |                                                                     | 
| |    |                             |                                                                     | 
| |    | 53                          | Remuneration
            Policy                                     | 
| |    | 58                          | Remuneration
            Executive Board and Supervisory Board 2005 | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                    
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 
| |    |                             |                                                                     | 

---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    6            | 53
| |  | ------------------------------------ |  | ------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Remuneration
    Report



Remuneration
Report







This report of the Supervisory Board sets out the remuneration policy for the
Executive Board. It also provides details of the remuneration in the reporting
year of members of the Executive
Board and the Supervisory Board. Remuneration PolicyProcedureThe remuneration policy for the Executive Board is determined by the Supervisory Board on the recommendation of the Compensation, Nominating and Corporate Governance Committee (CNCG
Committee). The tasks and responsibilities of the CNCG Committee are described in the Corporate Governance section (page 41). The remuneration policy was adopted in the Annual General Meeting of Shareholders held on 29 April 2004. Any material
amendments to the policy shall be submitted to the General Meeting of Shareholders. In the reporting year, no material changes were made to the remuneration policy. Determination of the remuneration for each individual Executive Board member
is in principle a responsibility of the Supervisory Board. The Supervisory Board
has delegated this authority to the CNCG Committee. Pursuant to this delegation
of authority, and acting within the principles of the remuneration policy, the
CNCG Committee determines the remuneration packages for the members of the Executive
Board, including base salary, pension rights, annual bonus and long-term cash
incentive awards, grants of share options and any severance payments. The CNCG
Committee may make decisions which reflect special circumstances and make remuneration
alterations which will be explained in the next Annual Report. The CNCG Committee
does not retain remuneration consultants but seeks professional advice from external
advisers as and when required.




Objective
The objective of the remuneration policy for members of the Executive Board is to attract and retain qualified and expert Executive Board members with an international outlook and motivate
them to perform in such a way that the value of Buhrmann is enhanced. Remuneration of the Executive Board is aimed at balancing short-term operational performance with the longer-term objective of creating sustainable value and growth. Variable pay
is a significant part of the total remuneration package for the members of the Executive Board. Reward
      structureThe
        total remuneration package for members of the Executive Board consists
      of:
   base
       salary;
   annual
       performance bonus;
   long-term
       cash incentive plan;
   share
       option plan;
   pension
       arrangements;
   other
       benefits and allowances. Levels of remuneration are reviewed annually taking account of competitive levels
of remuneration according to relevant industry comparisons. From time to time
the CNCG Committee will seek
expert advice on remuneration levels. The details of the remuneration packages of members of the Executive Board are
as follows: Base salary
The base salary for members of the Executive Board is set at a market competitive level, using industry survey data provided by outside remuneration advisers. Where a member of the Executive
Board resides outside the Netherlands, benchmark salary levels are referenced for the relevant markets, currently being Europe and North America.


---



Back
    to Contents

|54 |  |                                      | Buhrmann |                          | Chapter
    6
|-- |  | ------------------------------------ | -------- | ------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Remuneration
    Report



Remuneration Report







Annual performance bonus
Members of the Executive Board participate in an annual bonus plan based on the achievement of a number of targets determined at the beginning of each calendar year. Bonus levels for the
Executive Board may range from 0% to 75% of base salary. The targets are set to be challenging and to reflect key drivers for value creation, long-term growth in shareholder value, and the development of earnings per share. For the Chief Executive Officer, Chief Financial Officer and the other European-based
Board members, the bonus targets may be a combination of the performance of the
total Group, Division-based targets and individual targets. The bonus of the
North American-based Executive Board member entirely relates to the performance
of Buhrmanns North American business and includes an over achievement bonus
range for above-target performance. The targets for 2005 are described on page
58. Specific targets are not disclosed for reasons of commercial
confidentiality. At the end of each financial year the CNCG Committee measures the results against
the targets set. The amount of the annual bonus is then calculated and is payable
after the finalisation of the audited accounts of the financial year in question.
The CNCG Committee has the right to change targets as a result of unforeseen
circumstances and it may also decide to grant a special award for special circumstances
if such is justified in the opinion of the Committee. Such measures will be accounted
for in the Annual Report. Long-term cash incentive plan
In
addition to the annual bonus plan, the North American-based Executive Board member
participates in a long-term cash incentive plan designed specifically
for the senior management of the Office Products North America Division. Under
the long-term incentive plan 20032005, a bonus of up to 2.5 times base
salary can be earned annually subject to the achievement of specific performance
conditions related to annual economic
value




creation targets. In the event of an overachievement of the target, the long-term
cash incentive payment may be increased to up to 3.125 times base salary. Other
members of the Executive Board do not participate in the long-term cash incentive
plan. Share option plan
Buhrmann
operates a share option plan, the Buhrmann Incentive Plan,
which aims to focus senior management on the growth of long-term sustainable
value for shareholders. A varying number (300 to 400) of senior managers participates
and includes the members of the Executive Board. The allocation of the share
options granted to the individual Executive Board members is determined annually
by the CNCG Committee and the aggregate
number of options granted to members of the Executive Board in any year shall
not exceed 20% of the total number of options granted in that year. The exercise price for option rights granted is the closing price of Buhrmann
ordinary shares on the first trading day on which the shares are quoted ex-dividend
after the Annual General Meeting of Shareholders. Neither the exercise price
nor other conditions in relation to the granted options can be modified during
the term of the options, except insofar as prompted by structural changes relating
to the shares or the Company in
accordance with established market practice. The options granted up to and including 2002 have a term of five years. From
2003, the options have a term of seven years. All options vest after three years,
provided, in the case of options granted as from 2004, that the performance condition
is met. At the Annual General Shareholders meeting held in 2004, shareholders approved
the adoption of a new share option plan. Pursuant to this new Buhrmann Incentive
Plan, the number of options granted is dependent on the performance of the Company
relative to a peer group as measured over a three-year period up to the vesting
date.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        6            | 55
| |  | ---------------------------------------- |  | ---------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Remuneration
        Report



Remuneration
Report







The performance of
    the Company is measured by the concept of total shareholder return, or TSR.
    Using TSR, which shows the total return to shareholders as a combination
    of share price appreciation and dividends distributed, the performance of
    the Companys shares against other companies shares can be compared
    over the relevant (three-year) period. Using the TSR peer group ranking as
    a performance indicator demonstrates a clear link between the reward provided
    and the investment growth enjoyed by our shareholders (in comparison to that
enjoyed by investors in the defined peer group companies). The financial
    performance of the Company, as measured by TSR, is compared to the TSR of
    a peer group of up to12 companies. The criteria for a company to fit within
    this peer group include, among other things, that such company (i) be in
    the same or similar industry as Buhrmann; (ii) have a comparable business
    model to Buhrmann; (iii) be listed or traded on a major stock exchange; (iv)
    have a certain minimum market capitalisation; (v) be present in at least
    North America or Europe; and (vi) be considered a peer of Buhrmann by both
    the investor community and by Buhrmann itself. The peer
    group companies for option grants under the new Buhrmann Incentive Plan in
    2004 and 2005 are: Bunzl PLC; Genuine Parts Company; Hagemeyer N.V.; Manutan
    International S.A.; Office Depot, Inc.; OfficeMax, Inc.; Randstad Holding
    NV; Staples, Inc.; United Stationers, Inc.; Wesco International, Inc. and
    W.W. Grainger, Inc. The composition
    of the peer group may be changed by the Supervisory Board for future option
    grants, provided that the above-listed peer group criteria are met. In addition,
    where options have been granted, but have not yet begun vesting, the Supervisory
    Board may change the composition of the peer group with respect to that grant,
    if a peer group company at the time of grant no longer meets one or more
    of the criteria. The peer group for both the 2004 and 2005 option grants
    originally included Rexel S.A., which was delisted in the course of 2005.
    The Supervisory Board has decided not to replace this company in the peer
    group, which as a result has effectively been reduced to 11 companies.




The TSR for
    each peer group company is calculated over the three-year period following
    each annual grant of options under the new Buhrmann Incentive Plan, and each
    peer group company is ranked in descending order of generated TSR to determine
    the relative position of Buhrmann. The conditional awards vest three years
    after the date of grant but the number of share options to vest is dependent
    upon Buhrmanns ranking as follows: TSR
      peer group ranking
   Vested
           award (% of originalconditional award that will vest)1st
   200%2nd
   175%3rd
   150%4th
   125%5th
   100%6th
   75%7th
   50%8th to
       12th
   0% As a matter of illustration, the provisional ranking of Buhrmann at 31 December
2005 for the 2004 grant was number 3, and for the 2005 grant was number 2. The maximum number of options for the 2005 grant under the new Buhrmann Incentive
Plan was 1,853,359, representing 1.25% of the total number of ordinary shares
outstanding as of 18 April 2005, the date of the option grant. The number of
options vesting of both the 2004 grant and the 2005 grant may be increased up
to 2.5% if, as a result of the Companys performance relative to the peer
group, more than 100% of the granted options
vest. Pension arrangementsRetirement benefits
are designed to be in line with the relevant market practice and consistent with
those provided by other multinational companies in each country of residence.
For the two Dutch Executive Board members, Mr F.H.J. Koffrie and Mr F.F. Waller,
pension arrangements (until 2005) are based on individual defined contribution
plans with a pension payment date at age 65, and with premium payments (based
on a table increasing relative to age) until the age of 60. Pre-pension arrangements
provide for potential retirement from the age of 60 to 62, dependent on the agreement
of the Supervisory Board. In addition, pension arrangements include an entitlement
to a pension
in
the event of ill health or disability and a spouses


---



Back to Contents

|56 |  |                                      | Buhrmann |                          | Chapter
    6
|-- |  | ------------------------------------ | -------- | ------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Remuneration
    Report

Remuneration Report







or dependants
pension on death, on terms similar to those applicable to employees participating
in the Dutch Buhrmann Pension Fund. As a result of changes in Dutch legislation,
adjustments to these pension arrangements will be proposed to the Annual General
Meeting to be held in April 2006 (see the paragraph Future developments on page
57). Mr G. Dean, who is a U.K. citizen, has pension arrangements divided between the U.K. and the Netherlands. His current pension arrangement consists partly of the individual defined contribution
plan in place for the Dutch Executive Board members and partly a participation in the defined benefit scheme of Corporate Express UK Ltd, with a retirement age of 61. Pre-pension arrangements are again identical to those of the Dutch members of the
Executive Board, while the pension arrangements in the event of ill health, disability and death are a combination of terms applying to employees participating in the Corporate Express UK Ltd Pension Fund, and the Dutch Members of the Executive
Board. Mr M. Hoffman, who is a U.S. citizen, is eligible to participate in the regular US Corporate Express, Inc. defined contribution plan (401K) on terms similar to other employees of Corporate
Express, Inc. Participants are eligible, at the earliest, to take their contributions at age 591/2, or latest age 70. Other benefits and allowancesMembers of the Executive Board enjoy similar benefits to many other employees of the Buhrmann Group. These may include subsidised medical insurance, the use of company cars, an allowance to
cover small out-of-pocket expenses not covered by the reimbursement of their business entertaining expenses and contributions as part of certain deferred compensation schemes. As from 2003, the Company does not grant personal loans or guarantees to members of the Executive Board. Loans outstanding to members of the Executive Board have been granted to meet upfront
Dutch income tax on share options granted up to and including 2002.




Service contracts of members of the Executive BoardThe
members of the Executive Board have service contracts with Buhrmann NV, with
the exception of the U.S.-based Board member who has a contract of service with
Corporate Express, Inc. Service  contracts and the main conditions of service
for members of the Executive Board are reviewed annually. The contract of Mr
Hoffman is for a fixed term, expiring at the end of 2008. The other members of
the Executive Board have been appointed for an
indefinite term provided however, that their contract will terminate when the
individual has reached the age of 62. Notwithstanding this, contracts of service
with members of the Executive Board may be terminated at the option of the Supervisory
 Board at a moment in the period when the member of the Executive Board has reached
the age of between 60 and 62. Notice periods of up to six months have been set for each Executive Board member. The current contracts
of the members of the Executive Board determine that where employment is terminated
in the event of an acquisition of the Company or where actual control passes
into other hands (change of control), or in the case of reorganisation, termination
of the Companys activities or in other comparable circumstances that cannot
be considered as blameworthy function fulfilment on the part of the Board member
concerned, a fixed severance payment will be made. In such cases, compensation
will be paid by Buhrmann to the amount of three times the annual fixed salary
(twice the annual fixed salary in the case of the contract of Mr M.S. Hoffman)
and the
pension accumulation over the period of three years, or two years (in the case
of the contract with Mr Hoffman), will continue. With regard to other situations, no fixed severance payments have been arranged with the members of the Executive Board. Buhrmann believes that the circumstances of each case should be taken
into account, considering relevant factors such as the reason for the termination, the age of the person in question, and the duration of employment, when determining the amount of severance payment, as a result of which, in specific cases, it could
exceed the compensation mentioned in the Dutch Corporate Governance Code. The performance by a Board member of his duties will in any event be an important factor.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    6            | 57
| |  | ------------------------------------ |  | ------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Remuneration
    Report

Remuneration Report







Future
        developmentsThe
      CNCG Committee keeps the remuneration policy for members of the Executive
      Board under review in the light of Company and market
developments. 
   In
       view of this the Supervisory Board is of the opinion that the current
       target bonus levels




(annual and long-term cash bonus) as a percentage of the fixed salary should be increased for the U.S.-based Board member. It will therefore be proposed to the Annual General Meeting to be
held in April 2006 to adopt the following changes to the Remuneration Policy:






Current policy
   
   Proposed changeAnnual performance bonus range
    of payout at bonus target
   
   0%  75%
   
   0%  75%
    and0%  100%
    (U.S.-basedBoard
    member only
   )Long-term cash incentive plan(U.S.-based Board member only) range
    of payout at target
   
   2.5 times fixed salary
   
   3.25 times fixed salary payout
    in case of overachievement
   
   3.125 times salary
   
   3.9 times salary(or
    125% of target payout
   )
   (or
    120% of target payout
   )







   Following
       changes in Dutch legislation that alter the fiscal climate in which the
       current pension promises to the Dutch-based members of the Executive Board
       were made, the current pension arrangements for these Board
       members, Mr Koffrie and Mr Waller, have been adjusted.The
        defined contribution table has been adjusted for both individuals, in
        line with current fiscal requirements. With regard to pre-pension, a
        life cycle plan will be used by both individuals. In the case of Mr Koffrie
        who falls in an age group for which a special transition arrangement
        is applicable, the existing early retirement reserve of€1.4
        million, which is released pursuant to the new legislation, will be contributed
        to the life cycle plan. In the case of Mr Waller, the early retirement
        reserve of €0.5 million will not be contributed to the life cycle
        plan, but the accrual will be released in the Companys results;
        instead an annual contribution equal to 12% of Mr Wallers fixed
        salary will be made by the Company to the life cycle plan.




Other amendments include an adjustment of the pensionable salary by including part of the bonus actually paid out (capped at 60% of the target bonus) for both individuals and increasing the
fixed salary of Mr Waller by 0.64%. The changes to the pension and prepension arrangements are cost neutral to the Company and are not considered material by the Supervisory Board. They will therefore not be submitted for adoption by the Annual
General Meeting.


---



Back to Contents

|58 |  |                                      | Buhrmann |                          | Chapter
    6
|-- |  | ------------------------------------ | -------- | ------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Remuneration
    Report

Remuneration
Report







Remuneration of Executive Board and Supervisory Board 2005The disclosures in this section are in compliance with the requirements of Title 9, Book 2 of the Dutch




Civil Code and the Dutch Corporate Governance Code and where applicable have been included in the audit by the external auditor.






Remuneration of members of the Executive Board Base salary
   
   
   
   Annual
    bonus
   **
   Other
    incentives
   ***
   
   
   Pensionin thousands of euro
   
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004F.H.J. Koffrie
   
   567
   
   561
   
   319
    (75%
   )
   252
       (60%
   )
   
   
   
   
   198
   
   217R.W.A. de Becker*
   
   
   
   63
   
   
   
   
   
   
   
   
   
   
   
   19G. Dean
   
   425
   
   421
   
   255
       (100%
   )
   210
       (100%
   )
   
   
   250
   
   323
   
   335M.S. Hoffman
   
   548
   
   522
   
   455
       (110%
   )
   449
       (114%
   )
   1,228
   
   1,335
   
   6
   
   6F.F. Waller
   
   425
   
   344
   
   242
       (95%
   )
   172
       (100%
   )
   
   
   
   
   138
   
   125Total
   
   1,965
   
   1,911
   
   1,271
   
   1,083
   
   1,228
   
   1,585
   
   665
   
   702 *
   Mr
       De Becker left the Company as at 29 February 2004.**
   The
       percentage in parenthesis represents the percentage score of the total
       bonus opportunity for the individual that was awarded over the respective
       years performance paid out in the first quarter of the following
       year.***
   Other
       incentives are cash remunerations or accruals for cash remunerations such
       as the long-term incentive plan (Mr Hoffman) or any special awards granted.






Remuneration Executive Board 2005Base salaryRemuneration is paid in euros with exception of the remuneration of Mr Hoffman whose remuneration is paid in US dollars. Correcting for currency translation effects and period of membership of
the Executive Board, the annualised increase of the total salary costs was approximately 6% compared to 2004 and the total increase reflected a 7% increase for the European Executive Board members and a 5% increase for the North American Executive
Board member. The increase was a result of the yearly benchmarking exercise whereby salary payable to members of the Executive Board was compared with salaries of other executive directors of similar companies based in the Netherlands, Europe and
North America respectively. Annual
          performance bonusGroup,
  Divisional and personal targets were set by the CNCG Committee for 2005 as
  follows:
   Group:
       these were based on the achievement of an earnings per share target.
   Divisional:
       these were based on the achievement of targets for EBIT, economic value
       added and sales growth.
   Personal:
       these were based on agreed key objectives relative to the Executive Board
       members specific responsibilities. Bonuses related to 2005 amount to€1,271
thousand.The financial targets have generally been achieved. Personal targets
for Mr Koffrie and Mr Waller were not completely achieved. Bonuses in 2004 amounted
to €1,083 thousand.




Other incentivesThe other incentives in 2005 amount to€1,228
thousand. The amount relates entirely to the accrual for the award for Mr Hoffman
under the North American Long-term Incentive Plan. The other incentives in 2004
amount to €1,585 thousand. Pension arrangementsPension
charges of€665
thousand in 2005 (€702 thousand in 2004) consist of payments made to the relevant
pension schemes and accruals for potential early retirement according to the
regular, contractual rates. The changes versus 2004 reflect minor adjustments
in actuarial accrual rates. The early retirement provision for Mr De Becker was
released after he left the Company in 2004. The early retirement plan
until and including 2005 is kept as an unfunded retirement benefit accrual in
the Company accounts, and any amounts eventually paid remain conditional on Supervisory
Board approval. Pension premiums in the compensation table represent pension
premiums paid to the defined contribution pension plans and the annual charge
regarding the unfunded potential retirement benefit provision.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    6        | 59
| |  | ------------------------------------ |  | -------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Remuneration Report



Remuneration Report







Share options for the members of the Executive BoardAt the
end of 2005, the members of the Executive Board held option rights on 954,650
Buhrmann ordinary shares granted under the Buhrmann Incentive Plan and the New
Buhrmann Incentive




Plan. The
    table below sets forth the movements in the number of outstanding option
  rights to members of the Executive Board.






Granted
   
   Option
   
   Fair
    value
   
   
   
   
   
   Outstanding1
    January
   
   during
   
   exercise
   
   of
    grant
   
   Granted
   
   Exercised
   
   31
    December20051
   
   the
    year
   
   price 1,2
   
   in euro 3
   
   in
    2005
   
   in
    2005
   
   2005
   
   Expiry
    dateF.H.J. Koffrie42,288
   
   2000
   
   31.16
   
   418,000
   
   
   
   lapsed
   
   0
   
   15.04.200542,288
   
   2001
   
   23.19
   
   317,200
   
   
   
   
   
   42,288
   
   19.04.200658,146
   
   2002
   
   12.95
   
   348,150
   
   
   
   
   
   58,146
   
   05.05.200758,146
   
   2003
   
   2.70
   
   72,600
   
   
   
   
   
   58,146
   
   01.05.201089,862
   
   2004
   
   7.37
   
   440,324
   
   
   
   
   
   89,862
   
   02.05.20112005
   
   7.40
   
   432,236
   
   89,862
   
   
   
   89,862
   
   17.04.2012290,730
   
   
   
   
   
   
   
   89,862
   
   
   
   338,304G. Dean26,430
   
   2000
   
   24.92
   
   261,250
   
   
   
   lapsed
   
   0
   
   15.04.200529,073
   
   2001
   
   18.55
   
   218,075
   
   
   
   
   
   29,073
   
   19.04.200637,002
   
   2002
   
   12.95
   
   221,550
   
   
   
   
   
   37,002
   
   05.05.200737,002
   
   2003
   
   2.70
   
   46,200
   
   
   
   
   
   37,002
   
   01.05.201044,402
   
   2004
   
   7.37
   
   217,570
   
   
   
   
   
   44,402
   
   02.05.20112005
   
   7.40
   
   213,574
   
   44,402
   
   
   
   44,402
   
   17.04.2012173,909
   
   
   
   
   
   
   
   44,402
   
   
   
   191,881M.S. Hoffman15,858
   
   2000
   
   24.92
   
   156,750
   
   
   
   lapsed
   
   
   
   15.04.200518,501
   
   2001
   
   18.55
   
   138,775
   
   
   
   
   
   18,501
   
   19.04.200652,860
   
   2002
   
   12.95
   
   316,500
   
   
   
   
   
   52,860
   
   05.05.200752,860
   
   2003
   
   2.70
   
   66,000
   
   
   
   
   
   52,860
   
   01.05.201063,432
   
   2004
   
   7.37
   
   310,817
   
   
   
   
   
   63,432
   
   02.05.20112005
   
   7.40
   
   305,108
   
   63,432
   
   
   
   63,432
   
   17.04.2012203,511
   
   
   
   
   
   
   
   63,432
   
   
   
   251,085F.F. Waller21,144
   
   2000
   
   31.16
   
   209,000
   
   
   
   lapsed
   
   0
   
   15.04.200521,144
   
   2001
   
   23.19
   
   158,600
   
   
   
   
   
   21,144
   
   19.04.200631,716
   
   2002
   
   12.95
   
   189,900
   
   
   
   
   
   31,716
   
   05.05.200731,716
   
   2003
   
   2.70
   
   39,600
   
   
   
   
   
   31,716
   
   01.05.201044,402
   
   2004
   
   7.37
   
   217,570
   
   
   
   
   
   44,402
   
   02.05.20112005
   
   7.40
   
   213,574
   
   44,402
   
   
   
   44,402
   
   17.04.2012150,122
   
   
   
   
   
   
   
   44,402
   
   
   
   173,380Total
   818,272
   
   
   
   
   
   
   
   242,098
   
   
   
   954,650






1
   In
       the reporting year, the number of options as well as the exercise price
       of the options granted upto and including in 2004 has been adjusted by
       a factor of 0.9456 to compensate for the dilution effect caused by the
       rights issue in the first quarter of 2005. The aggregate number of options
       outstanding at that time for members of the Executive Board increased
       by 44,272. The adjustment factor that was applied is derived from the theoretical
       ex-rights price (TERP) of the Buhrmann share. The fair value of
       the options has not changed as a result of the application of the adjustment
       function.2
   Under
       Dutch fiscal rules, management receiving options could under the Buhrmann
       Incentive Plan upto and including 2003 elect to accept a higher exercise
       price (25% higher in 20012002 and 33.3% higher in 2003). The base
       exercise price was set at €7.40 in 2005, €7.37 in 2004, €2.70 in 2003,
       €12.95 in 2002, €18.55 in 2001 and €24.92 in 2000, equalling the share
       price at close of business on the Amsterdam Stock Exchange on 18 April
       2005, 3 May 2004, 2 May 2003, 6 May 2002, 20 April 2001 and 17 April 2000
       respectively as adjusted (see Note 1 above).3
   The
       fair value of the options is estimated by using an option price determination
       model using assumptions at the moment of the grant. It does not reflect
       the current market value. Details on the model and assumptions used for
       the calculation are provided on page 115 in the section Financial
       Statements.
    It is noted that due to the transition to IFRS, the statistical method of
       calculation of the fair value has changed as from 2004.


---



Back
    to Contents

|60 |  |                                      | Buhrmann |                          | Chapter
    6
|-- |  | ------------------------------------ | -------- | ------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Remuneration
    Report



Remuneration Report







Loans
      to members of the Executive BoardLoans
totalling€42
thousand (2004: €74 thousand) were outstanding to members of the Executive Board
as at 31 December 2005. No new loans have been made since 2002 and the outstanding
loans




will be fully redeemed in 2006. Historically they have been granted by the Company
within the context of the Share Option Plan and served to finance the upfront
Dutch income tax which is due
by the optionees on the basis of the option grant.








Specification:Outstanding
   
   
   
   Outstanding31
    December
   
   Repaid
    in
   
   31
    Decemberin
    thousands of euro, unless stated otherwise
   
   Principal
   
   Interest
   
   2004
   
   2005
   
   2005F.H.J. Koffrie2000
   
   25
   
   5.00%
   
   3
   
   3
   
   02001
   
   16
   
   5.25%
   
   5
   
   3
   
   22002
   
   78
   
   5.25%
   
   40
   
   15
   
   2548
   
   21
   
   27F.F. Waller2000
   
   13
   
   5.00%
   
   1
   
   1
   
   02001
   
   8
   
   5.25%
   
   3
   
   2
   
   12002
   
   43
   
   5.25%
   
   22
   
   8
   
   1426
   
   11
   
   15Total
   
   
   
   
   
   74
   
   32
   
   42 No advances or guarantees have been given to or for members of the Executive
Board.








Shareholdings by members of the Executive BoardAs
  at 31 December 2005, the members of the Executive Board held the following
  number of shares in Buhrmann:




The members of the Executive Board have no special voting rights in the General
Meeting of Shareholders.






%
    OrdinaryOrdinary
   
   sharesshares
   
   outstandingF.H.J. Koffrie
   66,351
   
   < 0.1%M.S. Hoffman
   25,000
   
   < 0.1%F.F. Waller
   4,103
   
   < 0.1%95,454
   
   < 0.1%


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    6        | 61
| |  | ------------------------------------ |  | -------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Remuneration Report



Remuneration Report







Remuneration of members of the Supervisory Board 2005The
  General Meeting of Shareholders determines the remuneration for the Supervisory
  Board members. The remuneration for members of the Supervisory Board does not
  depend on the Companys results. Remuneration for the members of the Supervisory
  Board is composed entirely of base remuneration. Members of the Supervisory
  Board are not eligible to participate in any bonus or




profit-sharing plans, or in any other incentive-based plans maintained by the
Company. The Company does not provide pension benefits for members of the Supervisory
Board. Remuneration of members of the Supervisory Board was increased in 2005 as result
of a resolution of the General Meeting of Shareholders held on 14 April 2005
and amounted to€296 thousand (2004: €270 thousand).








Specification:in
    thousands of euro
   2005
   
   2004P.C. van den Hoek 1, 2
   74.6
   
   65.6A.G. Jacobs 1, 2
   61.6
   
   55.6R.C. Gay 6
   
   
   9.3J.J.Hannan 3
   7.0
   
   28.0S.W. Barnes 4
   7.0
   
   18.6J. Peelen 2
   39.5
   
   32.6G.H. Smit 2
   38.0
   
   30.3R. Zwartendijk 2
   11.0
   
   30.3G. Izeboud 2, 7
   28.6
   
   B.J. Noteboom 2, 7
   28.6
   
   Total
   295.9
   
   270.3






1
   Including
       remuneration received as member of the Supervisory Board of Buhrmann Nederland
       Holding B.V.2
   Including
       remuneration received as member of the Audit Committee and/or the Compensation,
       Nominating and Corporate Governance Committee, as applicable.3
   Mr
       Hannan was appointed as member of the Supervisory Board as per 8 October
       2003 and resigned on 31 March 2005.4
   Mr
       Barnes was appointed as member of the Supervisory Board as per 29 April
       2004 and resigned on 31 March 2005.5
   Mr
       Ressler resigned from the Supervisory Board on 8 October 2003.6
   Mr
       Gay resigned from the Supervisory Board on 29 April 2004.7
   Messr
       Izeboud and Noteboom were appointed on 14 April 2005.8
   Mr
       Zwartendijk resigned from the Supervisory Board on 14 April 2005.


---







Share Options for members of the Supervisory BoardThe
  members of the Supervisory Board held no option rights to Buhrmann shares as
  at 31 December 2005. Shareholdings by members of the Supervisory BoardOf
the members of the Supervisory Board, as at 31 December 2005 only the following
persons held interests in the capital stock of Buhrmann NV as set forth below:




The members of the Supervisory Board have no special voting rights in the General
Meeting of Shareholders. No advances or guarantees have been given to or for
members of the Supervisory
Board.








%
    of
   
   Depositary
   
   %
    ofordinary
   
   receipts
    of
   
   PreferenceOrdinary
   
   shares
   
   Preference
   
   Shares
    Ashares
   
   outstanding
   
   Shares
    A
   
   outstandingP.C. van den Hoek *
   41,133
   
   < 0.1%
   
   
   
   0%A.G. Jacobs
   1,251
   
   < 0.1%
   
   411
   
   < 0.1%42,384
   
   < 0.1%
   
   411
   
   < 0.1%






*
    Mr van
        den Hoek transferred the discretionary management of his securities portfolio
    to an independent third party.


---



Back
    to Contents

| |    |                     |                                                     | 
| | -- | ------------------- | --------------------------------------------------- | 
| | 62 |                     |                                                     | 
| |    |                     |                                                     | 
| |    |                     |                                                     | 
| |    |                     |                                                     | 
| |    |                     |                                                     | 
| |    | 4Chapter
    7      |                                                     | 
| |    |                     |                                                     | 
| |    |                     |                                                     | 
| |    | Other
    Financial |                                                     | 
| |    | Information         |                                                     | 
| |    |                     |                                                     | 
| |    | 63                  | Risk
    Factors                                    | 
| |    | 67                  | Risk
    Control Framework                          | 
| |    | 70                  | Capital
    Resources                               | 
| |    | 72                  | Research
    and Development                        | 
| |    | 72                  | Inflation                                           | 
| |    | 72                  | Contractual
    Obligations, Contingent Liabilities | 
| |    | 73                  | Off
    Balance Sheet Arrangements                  | 
| |    | 73                  | Property,
    Plant and Equipment                   | 
| |    | 74                  | Trend
    Information                               | 
| |    | 74                  | Selected
    Financial Data                         | 
| |    |                     |                                                     | 
| |    |                     |                                                    
| |    |                     |                                                     | 
| |    |                     |                                                     | 
| |    |                     |                                                     | 

---



Back
to Contents

| |  | Buhrmann                             |  | Chapter
    7                    | 63
| |  | ------------------------------------ |  | -------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Other
    Financial Information



Other Financial Information





Risk FactorsThe
key risks related to our industry, business operations and other risks and uncertainties
related to our business are described below. These risks are not the only ones
we face; additional risks of which we are presently not aware or that we currently
deem immaterial may also impair our business. Any of these risks may adversely
affect
Buhrmanns execution of the strategy, financial condition and result of
operations. Risks relating to our industry
The
demand for Buhrmanns products and services relates to the number of white-collar workers employed by Buhrmanns
customers.Buhrmanns Office Products business is concentrated in North America, Western
Europe and Australia. The demand for Buhrmanns products and services, most
notably in office products, relates to the number of white-collar workers employed
by Buhrmanns customers in these markets. A decline or interruption of economic
and consequently employment growth in these markets or more specifically a reduction
of white-collar workers employed by Buhrmanns customers may adversely affect
Buhrmanns
operating results. Customers are able to
reduce their spend per white-collar worker on short-term notice, by postponing
the purchase of items or through the substitution towards lower-cost items.Buhrmanns
customers may, on short notice, postpone or reduce spending on Buhrmanns products and services per white-collar worker, for instance, through using our eCommerce platforms to control purchasing patterns at our customer. As a result, our level
of sales can significantly change over a short period of time. In addition, customers may also, on short notice, substitute certain of Buhrmanns
products and services for its other, potentially lower margin, products and services.




Although our customer base is spread over many industries and sectors, including government institutions, most of our customers are large corporations or institutions which frequently
re-tender their office products contracts.Many of our large account customers frequently (every two to three years) re-tender their office products contracts in order to take advantage of the competitive pricing within the office products
industries, eroding achieved efficiencies in our office products distribution activities. Although we have tens of thousands of customers, and no single customer represents more than 1% of our revenues, the loss of several large account customers in
a relatively short period as a result of contract re-tendering could materially adversely affect our business. Our reliance on suppliers allowances and promotional
incentives could impact profitability.We derive important benefits from suppliers allowances (rebates) and
promotional incentives (catalogue income) provided by certain suppliers of products and services. We cannot be certain that we will be able to take advantage of any such suppliers allowances
and promotional incentives that may be
offered in the future. Should any of our key
suppliers reduce or otherwise eliminate suppliers allowances and promotional
benefits, our profit margin for these products and services may be harmed, potentially
resulting in a material adverse effect on our results of operations. Revenues in Buhrmanns
Graphic Systems are cyclical.A substantial
part of
the Graphic Systems Divisions revenues derives from the sale of printing
equipment which is regarded as a high-value investment good. The demand for this
type of good depends to a large extent on developments in economic circumstances,
particularly in relation to the activity levels at commercial printers, and innovation
of technology at Graphic Systems main supplier (economic
obsolescence). As a result, Graphic Systems experiences cyclicality in
its revenues which could adversely affect Buhrmanns operations over sustained
periods (historically cycles had a duration of eight
to nine years).


---



Back
    to Contents

|64 |  |                                      | Buhrmann |                                  | Chapter
    7
|-- |  | ------------------------------------ | -------- | -------------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Other
    Financial Information



Other Financial Information







Risks
        relating to our business operationsBuhrmann
may not be able to manage its growth effectively, including the hire and retention
of enough qualified staff.Challenges
which may result from organic growth, as well as growth through acquisitions,
include Buhrmanns ability to improve the efficiency of growing operations;
hiring and retention of sufficient qualified personnel to staff new or expanded
operations; maintain its existing customer base and the amount of sales to these
customers; and assess the value, strengths and weaknesses of acquisition candidates.
Buhrmanns potential failure to address these concerns could prevent Buhrmann
from achieving
its strategic objectives. Inability to maintain
and improve its information systems effectively, and prevent and recover from
serious breakdowns, could disrupt Buhrmanns business processes.Buhrmann
needs to maintain and consistently improve sophisticated information systems
to grow its businesses and achieve operating efficiencies. If Buhrmann fails
to do so, its information systems may not function correctly or efficiently,
which could have an adverse
effect on Buhrmanns ability to perform administrative functions and process
and distribute customer orders. This, in turn, could have a material adverse
impact on
Buhrmanns results of operations. Furthermore, in the event of a serious
breakdown of information systems, customers will expect a timely recovery. If
Buhrmann fails to implement information technology improvements or recover from
serious breakdowns within the anticipated time frame, such failure could have
a material adverse effect on Buhrmanns
future business developments.




Our restructuring programmes may not achieve expected benefits.From
time to time, Buhrmann implements restructuring programmes, including reductions
in the number of staff. Buhrmann expects that these programmes will result in
structural cost savings
and
will improve Buhrmanns operating results. However, this expectation involves
a number of assumptions and uncertainties, and Buhrmann may not achieve the expected
benefits. The savings expected from these programmes are often significant and
need to be realised on a timely basis. In addition, these restructuring programmes
absorb management time and can interrupt normal business operations. Buhrmann could lose market share and profit margins due to increased competitive pressures from our direct competitors as well as other (new) distribution channels.Buhrmann
operates in
a highly competitive market. Many of Buhrmanns competitors offer the same
or similar products that Buhrmann offers to the same customers or potential customers.
Some
of Buhrmanns competitors may have advantages over Buhrmann, including greater
financial resources, better technical capabilities, better marketing capabilities,
the ability to adapt more quickly to changing customer requirements, greater
name recognition and the ability to devote greater resources to developing, promoting
and selling their products. Also, new entrants in Buhrmanns markets may,
by offering alternative distribution channels, change the competitive landscape
to
Buhrmanns disadvantage. If Buhrmanns competitors successfully exploit
these advantages, they could force Buhrmann to lower its prices and reduce the
volume sold.


---



Back to Contents

| |  | Buhrmann                         |  | Chapter
    7                | 65
| |  | -------------------------------- |  | ---------------------------- | --
| |  | 2005 Annual Report and Form 20-F |  | 4Other Financial Information



Other Financial Information







The continuation and successful retention of office products contracts depends
primarily on pricing and service levels; notwithstanding the contractual side,
a disruption of service levels has
a direct impact on sales levels achieved.The continuation
of office products contracts with our existing customers, and the successful
retention of new office products contracts, primarily depends on pricing and
service levels. We believe that one of the key factors differentiating Buhrmann
from its competitors is its ability to provide competitive pricing on products
combined with high-quality service levels. Any disruption in the service levels
that our customers have come to expect from us could result in the loss of their
business to our competitors and adversely impact sales going forward. If Buhrmanns contract with Heidelberg were to be terminated, or Heidelberg
were to cease operations, Buhrmann could lose most of its Graphic
Systems revenues.Buhrmanns
Graphics Systems is the authorised distributor in a number of countries of printing
equipment manufactured by Heidelberg. Graphic Systems derives most of its revenues
from the sale of that equipment. The distribution agreement runs until 30 June
2008 but will continue in effect after 30 June 2008 unless terminated with 18
months, prior written notice by one of the parties. The agreement may nevertheless
be terminated
earlier by either party for cause. If
    Buhrmanns relationship with Microsoft were to be terminated, or Microsoft
    were to alter their business model, Buhrmann could lose most of its gross
    contribution derived from ASAP Software.ASAP Software is, among others, a distributor of Microsoft
    software in a number of countries. More than half of its gross contribution
    is derived from the sale of Microsoft products.




Other risks and uncertainties related to our businessBuhrmanns
exposure to exchange rate fluctuations may affect its reported results of operations
and financial condition.The majority
of Buhrmanns activities is conducted in currencies other than the euro.
The position in relation to the US dollar is particularly relevant as approximately
two-thirds of
Buhrmanns operating results were generated in US dollars in 2005. This
results in foreign exchange translation exposure when our results are translated
into euro in our Consolidated Financial Statements. For example, a 10% weakening
in the value of the US dollar in relation to the euro would have decreased the
result after taxes in 2005 by approximately 5%. Under the Companys foreign
exchange policy, translation risks in these subsidiaries are not hedged. Also
Buhrmann finances its subsidiaries predominantly through internal debt denominated
in local currencies. Exchange rate fluctuations may lead to currency translation
adjustments which may have a direct impact on the Buhrmann Groups equity
and results. Buhrmann
    has material debt.At 31 December 2005, we had long-term borrowings of€1,184
    million, based on IFRS. Generally we are categorised by rating agencies as
    a highly leveraged company. Buhrmanns indebtedness could have important
    consequences, including that Buhrmanns ability to obtain additional
    financing for working capital, capital expenditures, acquisitions, or general
    corporate purposes may be impaired, limiting our flexibility. Also it may
    increase our vulnerability to general adverse economic and industry conditions
    including that we experience difficulties in satisfying our obligations with
    respect to the 2014 Notes and 2015 Notes or our Senior Facilities Agreement.


---



Back to Contents

|66 |  |                                      | Buhrmann |                                  | Chapter
    7
|-- |  | ------------------------------------ | -------- | -------------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Other
    Financial Information



Other Financial
  Information







It is noted that a substantial part of Buhrmanns assets has been pledged
to secure Buhrmanns obligations under the Senior Facilities Agreement and
in connection with its securitisation programme and will be unavailable to secure
other debt. If Buhrmanns cash flow and capital resources are insufficient to fund its
debt service obligations, Buhrmann may be forced to reduce or delay scheduled
expansion and capital expenditures, sell material assets or operations, obtain
additional capital or restructure its debt. In the event that Buhrmann is required
to dispose of material assets or operations, obtain additional capital, or restructure
its debt to meet its debt service and other obligations, the terms of any such
transaction may not
be as advantageous to Buhrmann as they otherwise might be. Buhrmann
    is restricted by the terms of its debt.The Senior Facilities
    Agreement determines Buhrmanns ability to, among other things, incur
    other debt, pay dividends, make investments and enter into certain corporate
    transactions. The Senior Facilities Agreement also requires Buhrmann to meet
    certain minimum or maximum financial ratios and tests. Buhrmann may not be
    able to do so for reasons beyond its control. If Buhrmann fails to comply
    with the obligations in the Senior Facilities Agreement, there could be an
    event of default. This may cause Buhrmann to renegotiate the terms of the
    debt which may lead to an increase of interest expenses and may further restrict
    Buhrmanns ability to operate its business, including making acquisitions
    and paying dividends. In addition, if an event of default occurs, the lenders
    under the Senior Facilities Agreement could declare the debt under that agreement
    immediately due and payable, and seek to foreclose on Buhrmanns assets
    that secure the Senior Facilities Agreement. If there is a default, Buhrmann
    may not have sufficient assets to repay the debt under that facility and other
    debt.




In addition, other funding instruments such as the accounts receivable securitisation
programme, our 2% Subordinated Convertible Bonds due 2010, the 2014 Notes and
2015 Notes have certain restrictions attached. Failure to comply with the restrictions
imposed in relation to any such instruments could result in a default under those
agreements. Adverse developments in equity and bond markets may affect pension cost and may require Buhrmann to make additional contributions to its pension funds.Buhrmann
is operating a variety of pension funds, including a number of defined benefit
schemes that are separately insured in trusts (pension funds). Local law or specific
arrangements with these pension funds require a minimum funding level of benefit
obligations of these pension funds. The pension costs and funding levels are
calculated based on certain assumptions. The value of the assets under management
of these trusts varies, particularly with developments in the equity and bond
markets. Lower than projected returns on the equity and bond markets may require
Buhrmann to adjust the assumptions underlying the calculation of the pension
cost and may require Buhrmann to make additional contributions to these pension
funds in order to meet the minimum funding levels. Changes in the assumptions underlying Buhrmanns estimated utilisation of
its considerable amount of tax losses carry-forward could have a material adverse
impact on its tax assets and
effective tax burden.Buhrmann
has a considerable amount of tax losses carry-forward, pursuant to which it records
deferred tax assets. Buhrmann records these deferred tax assets to the amount
that Buhrmann estimates the deferred tax assets are likely to be realised. In
determining deferred tax assets and deferred tax liabilities, Buhrmann takes
into account estimated future taxable income, tax planning, applicable limitations
on the use of tax losses carry-forward and the possibility that prior year tax
returns will be challenged by the tax authorities. If actual future taxable income
is different than originally assessed, if tax planning


---



Back to Contents

| |  | Buhrmann                         |  | Chapter
    7                | 67
| |  | -------------------------------- |  | ---------------------------- | --
| |  | 2005 Annual Report and Form 20-F |  | 4Other Financial Information



Other Financial
  Information







fails to materialise, if limitations on the use of tax losses carry-forward apply
or if the possibility that prior year tax returns will be challenged turn out
to be different than originally assessed, deferred tax assets and deferred tax
liabilities may have to be adjusted which could have a material adverse effect
on Buhrmanns reported tax expense and net result in future years. We face
      risks associated with acquisitions and divestitures.Risks
we could face with respect to recent and future acquisitions include difficulties
in the integration of operations, technologies, products and personnel of the
acquired entity; diversion of managements attention away from other business
concerns; and expenses of any undisclosed or unknown liabilities of the acquired
entity. In connection with our divestments, Buhrmann may have agreed to indemnify the
purchasers against various potential liabilities, such as liabilities related
to legal and regulatory proceedings, environmental liabilities and liabilities
related to taxes if appropriate. Buhrmann has established provisions for such
potential liabilities that Buhrmann believes are adequate. However, Buhrmann
cannot ascertain that these provisions will in fact be sufficient to cover these
potential liabilities. Volatility
    of the market for our ordinary shares, the 2014 Notes, the 2015 Notes and
    the Subordinated Convertible Bonds.The
    market price of Buhrmanns ordinary shares, the 2014 Notes, the 2015
    Notes and the Subordinated Convertible Bonds could be subject to wide fluctuations
    in response to numerous factors, many of which are beyond the control of
    Buhrmann. These factors include, among other things, actual or anticipated
    variations in operating results, earnings releases by the Buhrmann Group
    and its competitors, changes in financial estimates by securities analysts,
    market conditions in the industry and the general state of the securities
    market, governmental legislation or regulation, currency and exchange rate
    fluctuations, as well as general economic and market conditions, such as
    recessions.




Risk
    Control FrameworkCompany-level
    controlsNext
    to our corporate governance structure, our internal arrangements for Company-level
    controls are primarily derived from our Management Charter. The purpose of
    this Management Charter is to define for all our employees the most important
    aspects of fulfilling their individual and collective responsibilities towards
    Buhrmann. During 2005, the Management Charter has been updated reflecting
    developments in our business. The revised Management Charter contains our
    Corporate Profile, Responsibilities, Business Principles and Code of Ethics
    (see for this document also our web site: www.buhrmann.com), Authority Limits
    and the Letter of Representation Process. The charter also refers to our
    set of Mandatory Policies, Manuals and Other Instructions. These policies
    address matters such as the Disclosure of Company Information, Fair Treatment
    and Equal Opportunity, ICT Business Continuity and Disaster Recovery, and
    Compliance to Competition Laws. Within this framework, the area of internal control over financial reporting
is primarily covered by a policy statement on the Financial Management Process
supported by the Accounting Manual respectively Internal Control Manual. Also
procedures for whistle-blowing and fraud reporting are in place. In terms
    of these arrangements, if applicable, we have taken guidance from the COSO
  internal control framework (COSO-I).


---



Back to Contents

|68 |  |                                      | Buhrmann |                                  | Chapter
    7
|-- |  | ------------------------------------ | -------- | -------------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Other
    Financial Information

Other Financial Information







Industry, operations and other risksThe major risk factors are described
in the preceding section. These risks are managed by a combination of assessing
the potential impact and regular  reviews. In general, considerations are part
of our ongoing management process, to what extent risks can be avoided in an
economical, sensible way respectively need to be taken as part of our business. Monitoring, assessment
and reportingBuhrmann uses a comprehensive management reporting system to monitor
the Companys performance. This comprises a coherent set of instruments,
which cover adoption of strategy, portfolio analysis, budgeting and reporting
of current results, as well as projected results. Internally, we set financial
targets and judge business performance primarily by using performance measures
based on
economic-value creation. Reporting, analysis and review of actual results takes
place on a monthly basis and covers not only results, but also balance sheet,
cash flow information and some other operational performance indices. The management of risks associated with business activities, and compliance with local legislation and regulations, functions through the responsibility of local operational management
following normal reporting lines to senior management. In other words, risk management relies primarily on the frequently held business reviews at various levels in the Company. Also our system of authority limits for divisional and local
operational management supports risk management. Besides requesting the relevant manager to obtain approval from a higher level of authority for a number of matters, the system triggers a flow of information to senior management of Buhrmann. The
same approach applies to corporate matters. Also, every quarter, operational management is required to confirm by means of a Letter of Representation that compliance is maintained with the Management Charter, policies, manuals, internal
control standards, fraud procedures and representation and disclosure requirements.




In order to support the Executive Board in matters related to disclosure controls and procedures, our internal Disclosure Committee reviews, discusses and reports on disclosure-related issues
quarterly (the minutes of the Disclosure Committee are also provided to the Audit Committee). The main purpose is to ensure that all disclosures made by Buhrmann are accurate, complete, timely and fairly present the financial condition and the
results of operations in all material respects. The adequacy of the
design and proper functioning of internal control systems of our operations are
periodically investigated by the Internal Audit Department who report its findings
to senior management and the Executive Board. The external auditor has full access
to these reports. Although the Internal Audit Department functions directly under
the responsibility of the Executive Board, the head of Internal Audit discusses
at least
annually the control status of our operations with the Audit Committee. In 2005,
Internal Audit focused her effort into the area of the preparations for compliance
with the U.S. Sarbanes-Oxley Act. Consequently only a limited number of classical audits
were carried out. The head of Internal Audit attends the meetings with the Audit
Committee. The Executive Board
of Buhrmann is responsible for the design and operation of the Companys internal risk control systems. Although the purpose of these systems is to enable risks to be
optimally managed, such systems, no matter how well designed and operated, can never provide absolute assurance regarding achievement of our Companys
objectives, or entirely prevent material losses, fraud and the violation of laws
or regulations from occurring. Also, as with other business propositions, we
need to apply our judgement in evaluating the cost-benefit relationship of possible
controls and control procedures, while taking into account the developments in
our business
and the external environment. Developments in our control environmentIn relation
      to our U.S. listing requirements, significant work continues to be done
      for compliance with the section 404 of the Sarbanes-Oxley Act. This refers
      particularly to the




---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    7                | 69
| |  | ------------------------------------ |  | ---------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Other Financial Information

Other Financial Information







requirements for scoping,
documentation and testing of internal controls. Our Internal Control Manual was
finalised in 2005 and an evaluation of the design of many internal control processes
was carried out. Also a readiness review by our external auditors has been conducted.
For clarity, the statements provided under evaluation of internal controls over financial reporting cannot
be treated as a statement in accordance with the requirements of the section
404 of the Sarbanes-Oxley Act. External auditorThe
external auditor reports on findings on internal control as part of the audit
of the Financial
Statements. Also the external auditor attends the meetings with the Audit Committee.
The
external auditors reports are discussed at the appropriate levels in the
organisation. The Group level reports are reviewed both by the Executive Board
and the Audit Committee. In respect of the conclusions and observations about
the Annual Report a final reporting takes place to the Executive Board and Supervisory
Board jointly. The independence of
our external auditor is required by the rules under the provisions of our Policy
on External Auditors Independence and Services (for information on auditor independence
and fees see page 44 to 45). This policy stipulates, among other things, what
services may not be provided and to what extent certain non-audit services may
be provided by the external auditor. Other provisions require, for example, that
the lead audit
partner and review partner rotate from their position after a maximum period
of five years. The lead partner was replaced during 2005. In the context of a
pending court case against Béfec (a predecessor of PricewaterhouseCoopers,
France), the independence of our external auditors was discussed among the Executive
Board, the Audit Committee and the signing partners of our external auditors,
PricewaterhouseCoopers Accountants N.V. after which it was concluded that there
are appropriate
measures in place at the external auditor to safeguard their independence. In
2005, we carried out an in-depth assessment of the performance of our external
auditors and the audit approach taken. This has resulted in a number of changes
to improve the efficiency of the audit process and the continuation of the assignment
subject to the normal, annual contracts and approval procedures.




Disclosure Controls
and ProceduresWe
maintain disclosure controls and procedures to ensure that information is accumulated
      and communicated to the Companys management,
  including its  Chief Executive Officer and Chief Financial Officer, as appropriate,
  to allow timely decisions regarding required disclosure. As of the end of the
  period covered by this annual report, we carried out an evaluation, under the
  supervision and with the
  participation of the Companys management, including the Companys
  Chief Executive Officer and the Companys Chief Financial Officer, of the
  effectiveness of the design and operation of our disclosure controls and procedures.
  Based on
  the foregoing, the Companys Chief Executive Officer and Chief Financial
  Officer concluded that the Companys
  disclosure controls and procedures were effective at a reasonable level of
  assurance. During the period covered
by this Annual Report, there have been no changes in our internal controls over
financial reporting that have materially affected, or are reasonably likely
to
materially affect, the Companys internal controls over financial reporting. Evaluation of internal controls over financial reporting (Dutch Corporate Governance Code)The Executive Board has on various occasions analysed and assessed its internal
  controls over financial reporting. Our operational and senior management have
  carried out similar assessments and reported results on a quarterly basis to
  us in business performance reviews and Letters of Representation with follow-up
  meetings if required. We
have assessed their findings in conjunction with the results of internal and
  external audits and any other information available. This resulted in identifying
  a small number of cases where additional activities have been respectively
  are being carried out to fully strengthen the controls. No major issues were
  reported nor do we have indications that our internal controls will not continue
  to properly function. Consequently, during the period covered by this Annual
  Report, we believe that
our internal controls over financial reporting were adequate and have been operating
  appropriately, at reasonable levels of assurance.


---



Back to Contents



|70 |  |                                          | Buhrmann |                                      | Chapter
            7
|-- |  | ---------------------------------------- | -------- | ------------------------------------ | ---------------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4Other
        Financial Information



Other Financial Information







Capital ResourcesBuhrmanns
cash requirements in excess of cash generated by operations are largely funded
by
borrowings under arrangements with commercial banks and debt raised in the capital
markets. The working capital levels reported over 2005 were sufficient. The Senior Facilities AgreementThe Senior Facilities Agreement was arranged in the course of 2003 and funded on 31 December 2003. The Senior Facilities Agreement initially consisted of a Term Loan A of€120 million and Term Loans B with tranches
of €50 million and US$380 million plus a working capital facility of €255 million.
On 1 July 2004, the Term Loans B were converted into Term Loans C. The US dollar
tranche
Term Loans C was increased by US$125 million. On 30 November 2005 the Term Loans
C were converted into the Term Loans D thereby reducing the applicable margin
over LIBOR with 0.75%. The security provided for the Senior Facilities Agreement
is a pledge on assets by Buhrmann NV, Buhrmann US Inc. and substantially all
of Buhrmanns existing and
future U.S. subsidiaries and certain of its material non-U.S. subsidiaries. Borrowings
under the Senior Facilities Agreement bear interest at floating rates related
to LIBOR or EURIBOR, as applicable, for the relevant currency for varying fixed
interest periods. The interest rate margins for the working capital facility, the Term Loan A and the Term Loans D vary with the leverage ratio (pricing grid). The initial margin for the working capital
facility and the Term Loan A is 2.50%. The initial margin for the Term Loans D is 1.75%. The working capital facility carries a fee of 0.75% for the undrawn balance. The documentation of the Senior Facilities Agreement provides for increases in the
working capital facility and term loans subject to meeting certain conditions such as a maximum senior leverage ratio.




The Senior Facilities Agreement imposes certain restrictions on Buhrmann and certain of its subsidiaries, including restrictions on the ability to incur additional indebtedness. Buhrmann also
  is required to apply a percentage of the proceeds of any equity offering (other than certain equity offerings such as the transaction to finance the purchase of the Preference Shares C) and sale of assets to the prepayment of debt under the
  facility. Under the Senior Facilities Agreement, Buhrmann must comply with certain financial covenants. Buhrmann was in compliance with these financial covenants as of 31 December 2005. Buhrmann can on occasion obtain consent from its lenders to
  amend certain terms and conditions of the Senior Facilities Agreement, which may involve additional fees. 81/4%
Senior Subordinated Notes due 2014  (2014 Notes)In June 2004, Buhrmann US Inc.
issued US$150 million in aggregate principal amount of 81/4% Senior Subordinated Notes due 2014 (2014
Notes) in a private placement. These bonds are unsecured obligations of Buhrmann
US Inc., and are guaranteed by Buhrmann and certain of its subsidiaries. In
September 2004, Buhrmann US Inc. filed a registration statement on Form F-4 with
the SEC for US$150 million in aggregate principal amount of the 2014 Notes, the
terms of which were substantially identical to the unregistered bonds issued
in June.
The registration statement filed by Buhrmann US Inc. was an offer to exchange
all of its outstanding unregistered 2014 Notes for the newly registered 2014
Notes. Pursuant to this exchange offer, which closed in October 2004, registered
bonds were  issued to certain existing holders in exchange for their unregistered
bonds.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        7            | 71
| |  | ---------------------------------------- |  | ---------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Other Financial Information

Other Financial Information







77/8%
Senior Subordinated Notes due 2015
(2015 Notes)On 31 March 2005, Buhrmann US
Inc. issued US$150 million in aggregate principal amount of
77/8%
Senior Subordinated Notes due 2015 (2015 Notes) in a private placement. These
bonds are unsecured obligations of
Buhrmann US Inc., and are guaranteedby Buhrmann and certain of its subsidiaries.
In August 2005, Buhrmann US Inc. filed a registration statement on Form F-4 with
the SEC for US$150 million in aggregate principal amount of the 2015 Notes, the
terms of which were substantially identical to the unregistered bonds issued
on 31 March 2005. The registration statement filed by Buhrmann US Inc. was an
offer to exchange all
of its outstanding unregistered 2015 Notes for the newly registered 2015 Notes.
Pursuant to this exchange offer, registered bonds were issued to certain existing
holders in exchange for their unregistered bonds. Seven-year Subordinated Convertible BondsIn December 2003, Buhrmann issued its€115
million Subordinated Convertible Bonds, which are listed on the Amsterdam Stock
Exchange. The Subordinated Convertible Bonds have a coupon of 2% which is payable
annually on 18 June and is convertible into Buhrmann ordinary shares. The conversion
price was initially €8.40 per ordinary share and is adjusted
annually, among others, for cash dividend. At 31 December 2005 the conversion
price was€7.78 per ordinary share. The Subordinated Convertible Bonds must be redeemed on or before
18 December 2010. Buhrmann has the option to redeem the Subordinated Convertible
Bonds after 9 July 2008 if the official
closing price of Buhrmanns ordinary shares has been in excess of 150% of
the conversion price for 20 trading days in a period of 30 trading days.




Accounts receivable securitisation programmeBuhrmann has an accounts receivable securitisation programme under which funds are raised by pledging accounts receivable from operating companies
in the United States as security for short-term and medium-term borrowings. The operating companies sell their accounts receivable to Buhrmann Silver US LLC, which in turn pledges the accounts receivable to third-party dedicated entities as security
for short-term borrowings in the form of short-term notes and medium-term notes. At 31 December 2005, accounts receivables of US$379 million (€321
million) were pledged under this programme. The programme delivers funding at
attractive rates and at the same time diversifies sources of capital and increases
financial flexibility. The Short Term Notes are issued in US dollars, reflecting the currency of the pledged receivables. The amount of Short Term Notes outstanding against the receivables pledged fluctuates as a
result of liquidity requirements, advance rates calculated and invoices outstanding. To ensure availability of refinancing for the notes, a back-up liquidity facility has been arranged. At 31 December 2005 and 31 December 2004, no Short Term Notes
were issued or outstanding. In July 2002, Medium Term Notes in US dollars and GBP were issued.
As a consequence of the sale of the paper merchanting division, the collateral
for the Medium Term Notes denominated in GBP in the form of accounts receivables
denominated in GBP generated by paper merchanting companies in the United Kingdom,
no longer existed. The Medium Term Notes outstanding in GBP, amounting to £107 million were therefore redeemed on 25
November 2003. At 31 December 2005, US$100 million of Medium Term Notes were outstanding. The average interest margin, including issuers
cost, is approximately 4.64% over LIBOR.


---



Back to Contents

|72 |  |                                      | Buhrmann |                              | Chapter
        7
|-- |  | ------------------------------------ | -------- | ---------------------------- | -----------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Other Financial Information



Other Financial Information







The receivables and liabilities in connection with the accounts
receivable securitisation programme are included in Buhrmanns Consolidated
Balance Sheet, both under IFRS and US
GAAP. For transactions relating to the accounts receivable securitisation
programme, see page 109 in the section Financial Statements. HedgingBuhrmann
has entered into a series of interest rate hedging agreements, the purpose of
which is to limit Buhrmanns interest cost with respect to its long-term debt. For more information
about our hedging policies and interest rate swaps, we refer to Note 31 in the section Financial Statements. Buhrmann also purchases various financial instruments and enters into certain agreements in the ordinary course of business in order to hedge price and foreign currency risks arising from the
purchase of raw materials and the sale of its products. Research and DevelopmentBuhrmanns
policy is to expense costs of research as incurred and to capitalise costs of
development. Costs of research were insignificant
in the years 2005 and 2004. InflationIn North America, we estimate that price inflation as experienced by Buhrmann for office products was between 1% and 2% annually in 2005. Employee benefit costs typically increased with 3% to
  4% due to inflationary factors.




In Europe, Buhrmann experienced a slight price deflation for office products in 2005. Employee benefit costs increased in these years with 2% to 3% annually due to inflationary factors. Individual product categories may have had significant different price developments as noted above. This applies in particular to paper, computer supplies and stationery products. Contractual obligations, contingent liabilities, commitments and guaranteesLong-term debt payments excluding Preference Shares A which are perpetual at 31 December 2005 were€1,055
million in total, which is further detailed under Capital resources  above.
Interest included in the table on the next page does not include the effect of
interest rate swaps. Buhrmann has certain contingent liabilities, commitments and guarantees which are not included in the Consolidated Balance Sheet. Rent and operating leases of€456
million in total at 31
December 2005 (€388 million at 31 December 2004) are primarily related to distribution
facilities and offices which the Company leases under non-cancellable operating
leases. The amounts are the nominal value of future lease payments and are netted
for sub-leases.








As at 31 December 2005, Buhrmann is required to make the following scheduled long-term debt payments:  in millions of euro
   2006
   
   2007
   
   2008
   
   2009
   
   2010
   
   >2010
   
   Perpetual
   
   TotalTerm Loan A
   16
   
   26
   
   26
   
   27
   
   
   
   
   
   
   
   96Term Loans D
   5
   
   5
   
   5
   
   5
   
   449
   
   
   
   
   
   469Preference Shares A
   
   
   
   
   
   
   
   
   
   
   
   
   181
   
   1812014 Notes
   
   
   
   
   
   
   
   
   
   
   127
   
   
   
   1272015 Notes
   
   
   
   
   
   
   
   
   
   
   127
   
   
   
   127SubordinatedConvertible Bonds
   
   
   
   
   
   
   
   
   115
   
   
   
   
   
   115Account receivablessecuritisation
   
   
   85
   
   
   
   
   
   
   
   
   
   
   
   85Others
   25
   
   9
   
   
   
   2
   
   
   
   
   
   
   
   36Total
   46
   
   125
   
   31
   
   34
   
   564
   
   254
   
   181
   
   1,236


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    7                | 73
| |  | ------------------------------------ |  | ---------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Other Financial Information

Other Financial Information







Contractual obligations, contingent liabilities, commitments and guaranteesThe table below presents our on- and off-balance sheet contractual cash obligations as 
at 31 December 2005. in
      millions of euro,
   
   
   Less than
   
   
   
   
   
   More thanpayments
      due by period
   Total
   1 year
   13
    years
   35
    years
   5 yearsTotal long-term debt payments and interest*
   1,393
   
   106
   
   263
   
   686
   
   338Rent and operating leases
   456
   
   91
   
   138
   
   82
   
   145Repurchase guarantees
   43
   
   10
   
   13
   
   20
   
   Other contractual obligations and guarantees
   9
   
   5
   
   4
   
   
   
   Total contractual cash obligations
   1,901
   
   212
   
   418
   
   788
   
   483* Excludes
    Preference Shares A which are perpetual.






Repurchase guarantees of€43
million in total at 31
December 2005 (€52 million at 31 December 2004) mainly relate to repurchase guarantees
concerning graphic machines sold to customers and financed by external financing
companies. Other contractual obligations and guarantees of€9
million in total at 31December 2005 (€11 million at 31 December 2004) mainly
relate to investment commitments relating to expenditure on projects, such as
the development of information technology systems. Off-Balance Sheet ArrangementsBuhrmann has commitments to purchasers of divested businesses with respect to indemnifications and representations and warranties. These commitments include indemnifications for the imposition
of additional taxes upon the divested company and/or the purchaser covering the period before the divestment. For these indemnification and warranty commitments, a provision of€14
million is included in the Consolidated Balance Sheet at 31 December 2005. This
provision is calculated based on the expected payments to be made under these
indemnification and warranty commitments. In connection with the accounts receivable securitisation programme (the Programme), Buhrmann has entered into agreements pursuant to which Buhrmann has agreed to guarantee the performance of
the Buhrmann operating companies in the United States that sell their accounts receivable into the Programme, and the servicers of the Programme (including compliance with the terms of the documentation under the Programme relating to selection and
servicing of receivables). However, Buhrmann does not guarantee payment on any accounts receivable sold to the master purchasers in accordance with the documentation under the Programme nor does Buhrmann guarantee repayment of any notes




issued in connection with the Programme. Buhrmanns obligations under the guarantees issued in connection with the Programme are not quantifiable and are contingent in nature. For more
information about the agreed guarantees in connection with the Programme, we refer to the material contracts related to the Programme described on page 162. The transactions in the Programme are described on page 110 in the section Financial
Statements. Buhrmann has issued certain performance guarantees, to an estimated maximum amount of€2
million at 31 December 2005. The major part of these guarantees expires latest
on 1 September 2007. Property, Plant and EquipmentWe lease
our principal executive offices, which are located at Hoogoorddreef 62, 1101
BE Amsterdam ZO, the Netherlands. We own and lease additional properties in the
United States, Europe and  Australia for use in the ordinary course of business.
Land and buildings had a book value of€102
million at 31 December 2005. We do not own or lease any physical property that
is considered
material to us as a whole. We periodically reassess the adequacy of our facilities. If necessary we renew, discontinue, acquire or lease properties to provide an adequate infrastructure for our business. We believe that
our current facilities are adequate for our current level of business but are continuously evaluating potential for rationalisation. Trend InformationOur 2005 performance underlines our ability to generate profitable sales growth. We benefited from our continuing investments in future growth opportunities. As a global player in fragmented
markets, we are increasingly taking advantage of the trend of large companies to outsource


---



Back to Contents

|74 |  |                                      | Buhrmann |                              | Chapter
    7
|-- |  | ------------------------------------ | -------- | ---------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Other Financial Information

Other Financial Information







and consolidate non-strategic tasks such as procurement of office products. We are positive about prospects for sales growth in 2006, based on our expectations of continued favourable
macroeconomic trends in North America and Australia and gradually recovering markets in Europe.




Selected financial dataThe following tables present selected consolidated financial data as of and for the years ended 31 December 2004 and 2005. The selected consolidated financial data should be read in
conjunction with our consolidated financial statements and the notes thereto included elsewhere in this Annual Report. Additionally, please see the Group Financial Review in chapter 2 starting on page 16 for a description of major events that may
affect the comparability of the results of operations presented below.






Income statement data in millions of euro
   2005
   
   2004Net sales
   5,890
   
   5,553Gross contribution
   1,776
   
   1,671Operating result
   232
   
   214Result before taxes
   46
   
   94Taxes
   (25
   )
   13Net result
   21
   
   107Attributable to:Holders of ordinary shares of Buhrmann NV
   2
   
   90Minority interests in Group companies
   19
   
   1821
   
   107 Balance sheet datain millions of euro, at period end
   2005
   
   2004Goodwill
   1,499
   
   1,322Working capital
   474
   
   388Total assets
   4,042
   
   3,659Long-term borrowings
   1,184
   
   1,265Total equity
   1,510
   
   1,118 Other datain millions of euro, unless otherwise indicated
   2005
   
   2004Depreciation
         of property, plant and equipment and amortisationof
    internally used software and other intangible assets
   89
   
   89Capital expenditures
   65
   
   63Capital
    stock  ordinary
   215
   
   166Number of ordinary shares outstanding at year end (in thousands)
   178,750
   
   137,595Dividend declared per ordinary share in euro
   0.17
   *
   0.14Basic
         net result per share attributable to holders of
    ordinary shares Buhrmann NV
   0.01
   
   0.62Diluted
         net result per share attributable to holders of
    ordinary shares Buhrmann NV
   0.01
   
   0.53* Subject to approval Annual General Meeting of Shareholders.


---



Back to Contents

| |  |                              |                                                            |   
| |  | ---------------------------- | ---------------------------------------------------------- | --
| |  |                              |                                                            | 75
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  | 4Chapter
          8         |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  | Financial
        Statements |                                                            |   
| |  |                              |                                                            |   
| |  | 76                           | Consolidated
            Statements of Income              |   
| |  | 77                           | Consolidated
            Balance Sheets                    |   
| |  | 78                           | Consolidated
            Statements of Cash Flows          |   
| |  | 80                           | Consolidated
            Statements of Recognised Income   |   
| |  |                              | and
            Expense                                    |   
| |  | 81                           | Notes
            to the Consolidated Financial Statements |   
| |  | 139                          | Company
            Balance Sheet                          |   
| |  | 139                          | Company
            Statements of Income                   |   
| |  | 140                          | Notes
            to the Company Balance Sheet             |   
| |  |                              | and
            Statements of Income                       |   
| |  | 143                          | Supplemental
            Guarantor Information             |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                           
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   
| |  |                              |                                                            |   

---



Back to Contents

|76 |                                      | Buhrmann |                                    | Chapter
    8
|-- | ------------------------------------ | -------- | ---------------------------------- | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated Financial Statements

Consolidated Statements of Incomefor
  the years ended 31
  December 2005 and 2004in millions of euro





Notes
   
   
   
   2005
   
   
   
   2004Net sales
   6
   
   
   
   5,890
   
   
   
   5,553Purchase value of trade goods sold
   
   
   
   
   (4,114
   )
   
   
   (3,882
   )Gross contribution
   
   
   
   
   1,776
   
   
   
   1,671Employee benefit expenses, excluding restructuring
   7
   
   
   
   (915
   )
   
   
   (880
   )Depreciation of property, plant and equipment and amortisationof internally used software and other intangible assets
   
   
   
   
   (89
   )
   
   
   (89
   )Charge Civil Settlement Agreement
   8
   
   
   
   (4
   )
   
   
   Restructuring expenses
   9
   
   
   
   (17
   )
   
   
   (5
   )Other operating expenses
   8
   
   
   
   (519
   )
   
   
   (483
   )Operating result
   
   
   
   
   232
   
   
   
   214Repurchase Preference Shares C
   10
   
   (85)
   
   
   
   Repurchase 2009 Notes
   10
   
   
   
   
   
   (35
   )Other financing expenses
   10
   
   (106
   )
   
   
   (92
   )Total financing expenses
   
   
   
   
   (191
   )
   
   
   (126
   )Share in result of associates
   11
   
   
   
   0
   
   
   
   0Subsequent result from disposal of operations
   14
   
   
   
   5
   
   
   
   6Result before taxes
   
   
   
   
   46
   
   
   
   94Taxes
   12
   
   
   
   (25
   )
   
   
   13Net result
   
   
   
   
   21
   
   
   
   107Attributable to:Holders of ordinary shares Buhrmann NV
   
   
   
   
   2
   
   
   
   90Minority interests in Group companies
   13
   
   
   
   19
   
   
   
   1821
   
   
   
   107Net result per share attributable to holdersof ordinary shares Buhrmann NV (in euro):Basic
   15
   
   
   
   0.01
   
   
   
   0.62Diluted
   15
   
   
   
   0.01
   
   
   
   0.53The
    accompanying Notes are an integral part of these Financial Statements.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                      | 77
| |  | ------------------------------------ |  | ---------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated Financial Statements |   



Consolidated
    Balance Sheetsas
  at 31 December 2005 and 2004in
  millions of euro





Notes
   
   
   
   2005
   
   
   
   2004AssetsNon-current assetsGoodwill
   16
   
   1,499
   
   
   
   1,322Internally used software
   17
   
   126
   
   
   
   122Other intangible assets
   18
   
   8
   
   
   
   2Property, plant and equipment
   19
   
   207
   
   
   
   202Net pension asset for funded schemes in surplus
   20
   
   90
   
   
   
   97Deferred tax assets
   28
   
   436
   
   
   
   396Investments in associates
   11
   
   4
   
   
   
   4Other non-current assets
   21
   
   26
   
   
   
   242,397
   
   
   
   2,169Current assetsInventories
   22
   
   453
   
   
   
   403Trade receivables
   23
   
   874
   
   
   
   754Prepaid expenses and accrued income
   24
   
   188
   
   
   
   158Current tax receivable
   
   
   16
   
   
   
   21Cash and cash equivalents
   25
   
   114
   
   
   
   1541,645
   
   
   
   1,490Total assets
   
   
   
   
   4,042
   
   
   
   3,659Equity and liabilitiesShareholders equityIssued and paid-in capital
   26,27
   
   215
   
   
   
   166Additional paid-in capital
   27
   
   1,713
   
   
   
   1,524Treasury shares
   27
   
   (10
   )
   
   
   (10
   )Other reserves
   27
   
   117
   
   
   
   (67
   )Accumulated deficit
   27
   
   (586
   )
   
   
   (552
   )1,450
   
   
   
   1,062Minority interests
   13
   
   
   
   59
   
   
   
   56Total equity
   
   
   
   
   1,510
   
   
   
   1,118Non-current liabilitiesLong-term borrowings
   29
   
   1,138
   
   
   
   1,232Deferred tax liabilities
   28
   
   136
   
   
   
   149Pensions
   20
   
   39
   
   
   
   34Other non-current liabilities
   
   
   
   
   
   
   17Other non-current provisions
   30
   
   67
   
   
   
   851,380
   
   
   
   1,517Current liabilitiesCurrent portion of long-term borrowings
   29
   
   46
   
   
   
   33Short-term loans and bank overdrafts
   
   
   10
   
   
   
   6Trade payables
   
   
   725
   
   
   
   673Current tax payable
   
   
   4
   
   
   
   7Other current provisions
   30
   
   33
   
   
   
   18Other current liabilities
   32
   
   334
   
   
   
   2861,152
   
   
   
   1,024Total equity and liabilities
   
   
   
   
   4,042
   
   
   
   3,659Commitments not included in the Balance Sheet
   34
   
   
   
   508
   
   
   
   451 The accompanying Notes are an integral part of these Financial Statements.


---



Back
    to Contents

|78 |  |                                      | Buhrmann |                                    | Chapter
    8
|-- |  | ------------------------------------ | -------- | ---------------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Consolidated
      Statements of Cash Flowsfor
    the years ended 31 December 2005 and 2004in
  millions of euro





2005
   
   
   
   2004Cash flow from operating activitiesNet result
   
   
   21
   
   
   
   107Adjustments:Taxes
   25
   
   
   
   (13
   )Subsequent result from disposal of operations
   (5
   )
   
   
   (6
   )Share in result of associates
   
   
   
   
   Total financing expenses
   191
   
   
   
   126211
   
   
   
   107Operating result
   
   
   232
   
   
   
   214Depreciation
    of property, plant and equipment and amortisation of internally used software
    and other intangible assets
   
   
   89
   
   
   
   89Other adjustments for non-cash
   
   
   17
   
   
   
   4(Increase)/decrease in working capital:(Increase)/decrease inventories
   1
   
   
   
   (16
   )(Increase)/decrease accounts receivable
   (47
   )
   
   
   (3
   )Increase/(decrease) accounts payable
   (11
   )
   
   
   56(Increase)/decrease
    prepaid expenses, accrued income and expenses and other receivables and liabilities
   6
   
   
   
   (4
   )Net (increase)/decrease in working capital
   
   
   (51
   )
   
   
   32Other operational payments and receivables:Profit taxes (net)
   (30
   )
   
   
   (22
   )Payments
    deducted from provisions for restructuring and other provisions excluding
    pensions
   (17
   )
   
   
   (35
   )Payments for defined benefit pension plans
   (9
   )
   
   
   (7
   )(56
   )
   
   
   (64
   )Net cash provided by operating activities (A)
   
   
   232
   
   
   
   276Cash flow from investing activitiesInvestments
    in property, plant and equipment and internally used software
   
   
   (65
   )
   
   
   (63
   )Proceeds from the disposal of property, plant and equipment
   
   
   1
   
   
   
   1Acquisitions of Group companies
   
   
   (18
   )
   
   
   (6
   )Payments related to integration of acquisitions
   
   
   (2
   )
   
   
   (3
   )Proceeds of divestments and transaction fees
   
   
   
   
   
   
   (10
   )Other
   
   
   (2
   )
   
   
   (5
   )Net cash used in investing activities (B)
   
   
   (86
   )
   
   
   (85
   )Cash flow available for financing activities (A+B)
   
   
   145
   
   
   
   191Cash flow from financing activitiesDividend payments
   
   
   (12
   )
   
   
   Interest payments
   
   
   (58
   )
   
   
   (54
   )Dividend Preference Shares A
   
   
   (11
   )
   
   
   (11
   )Payment to minority shareholders
   
   
   (31
   )
   
   
   (8
   )Proceeds from share issues
   
   
   239
   
   
   
   Repurchase Preference Shares C (including expenses)
   
   
   (411
   )
   
   
   Net proceeds/(repayments) of other long-term borrowings
   
   
   85
   
   
   
   (104
   )Net cash used in financing activities (C)
   
   
   (199
   )
   
   
   (177
   )Net cash flow (A+B+C)
   
   
   (54
   )
   
   
   14




---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                      | 79
| |  | ------------------------------------ |  | ---------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Consolidated
      Statements of Cash Flowsfor
    the years ended 31 December 2005 and 2004in
  millions of euro





2005
    
    
    
    2004Net
          increase in liquid fundsLiquid
          funds at year end:Cash and
        cash equivalents
    114
    
    
    
    154Bank overdrafts
    (10
    )
    
    
    (6
    )104
    
    
    
    148Minus
          liquid funds at beginning of year:Cash and
        cash equivalents
    154
    
    
    
    145Bank overdrafts
    (6
    )
    
    
    (5
    )Translation
        differences
    10
    
    
    
    (6
    )158
    
    
    
    134Net
          cash flow
    
    
    (54
    )
    
    
    14 The accompanying Notes are an integral part of these Financial Statements.


---



Back
    to Contents

|80 |  |                                      | Buhrmann |                                            | Chapter
    8
|-- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Consolidated
    Statements of Recognised Income and Expensefor the years
  ended 31 December 2005 and 2004in millions of euro





2005
   
   
   
   2004Cash
      flow hedges:Valuation gain/(loss) taken to equity
   7
   
   
   
   1Transferred to Income Statement for the year
   (2
   )
   
   
   Tax
   (2
   )
   
   
   3
   
   
   
   1Actuarial gains and (losses) on pension plans
   (27
   )
   
   
   (31
   )Tax
   8
   
   
   
   10(19
   )
   
   
   (21
   )Exchange differences on translation of foreign operations
   
   
   180
   
   
   
   (87
   )Net
      result taken directly to equity
   
   
   164
   
   
   
   (107
   )Net
      result for the year
   
   
   21
   
   
   
   107Total
      recognised income and expense for the year
   
   
   185
   
   
   
   Attributable
      to:Holders of ordinary shares Buhrmann NV
   
   
   166
   
   
   
   (18
   )Minority interests in Group companies
   
   
   19
   
   
   
   18185
   
   
   
    The accompanying Notes are an integral part of these Financial Statements.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    8                      | 81
| |  | ------------------------------------ |  | ---------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes
  to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





1BusinessBuhrmann
  was incorporated in 1875 under the name Koninklijke Nederlandsche Papierfabrieken
  NV (KNP). In
1993, KNP merged with Buhrmann-Tetterode NV and VRG-Groep NV and the legal entity
was renamed NV Koninklijke KNP BT (KNP BT). In 1998, the name KNP BT was changed
into Buhrmann NV. The Company is incorporated under the laws of the Netherlands
and has its statutory seat in Maastricht (the Netherlands). Buhrmanns corporate
head
office is located in Amsterdam, the Netherlands. Buhrmann has five business segments: Office Products North America; Office Products
    Europe; Office Products Australia; ASAP Software; and Graphic Systems. Office
    Products North America, Europe and Australia mainly operate under the name
    Corporate Express and offer a full range of products to large- and medium-sized
    companies and institutions such as traditional office supplies and office
    furniture but also break room supplies, janitorial
and sanitary products. ASAP Software supplies desktop software and related services
    and derives its sales predominantly in North America. Buhrmann also supplies pre-press systems, printing presses, folding, cutting
    and binding machines and also provides related services and maintenance in
    six countries in Europe. These
activities are grouped in Graphic Systems. Buhrmanns primary
listing of ordinary shares is at Euronext NV in Amsterdam. Buhrmann also has
American Depository Shares (ADS) listed on the New York Stock Exchange, representing
its ordinary shares, evidenced by American Depositary Receipts (ADR), each represent
one Ordinary Share of Buhrmann NV. 2   Summary of accounting policiesBasis of preparationThe
    Consolidated Financial Statements comply with Title 9, Book 2 of the Netherlands
    Civil Code. In accordance
  with Article 402, Title 9, Book 2 of the Netherlands Civil Code, an abbreviated
  Company Income Statement is included. Buhrmanns accounting policies comply in all respects with IFRS as issued by the International Accounting Standards Board, the interpretations thereof by the International Financial Reporting
  Interpretations Committee (IFRIC) and the Standing Interpretations Committee (SIC). Some of the standards issued by the International Accounting Standards Board have not been endorsed by the European Union (also called EU IFRS). These
  standards however, do not affect Buhrmanns accounting policies under
IFRS. Our transition date
to IFRS is 1 January 2004 as this is the start date of the earliest period for
which full comparative information under IFRS is presented. Until 31 December
2004 Buhrmann reported under accounting principles generally accepted in the
Netherlands (Dutch GAAP). Information relating to the nature and
effect of transition from Dutch GAAP to IFRS is included in Note 39. Buhrmanns accounting policies under IFRS vary in certain respects from accounting principles generally accepted in the United States of America (US GAAP).
Information relating to the nature and effect of such differences as they relate
to the Company is presented in Note 37 which also includes additional disclosures
required by the U.S. Securities and Exchange Commission (SEC). The Consolidated Financial Statements are presented in euro and are prepared
    under the historical cost convention, except for the financial assets and
    liabilities (including derivative instruments) which are valued at fair value
    as described in the Notes. Amounts are rounded to the nearest million euro, therefore amounts may not equal
  (sub)totals due to rounding. The Consolidated Statements of Income are presented by using a classification
  of expenses based on the nature of expenses. As a general principle, an asset is recognised in the Consolidated Balance Sheet
    when it is probable that the future economic benefits will flow to the Company
    and the asset can be measured reliably. A liability is recognised in the
    Consolidated Balance Sheet when it is probable that an outflow of resources
    will result from the settlement of a present obligation, and the amount at
    which the settlement will take place can be measured
reliably. Non-current liabilities are stated at discounted amounts, excluding
    deferred tax liabilities. If the criteria for recognition are no longer met,
    the assets and liabilities are derecognised. Where necessary, the assets
    have been reduced to
reflectpermanent
diminutions in value.


---



Back
    to Contents

|82 |  |                                      | Buhrmann |                                            | Chapter
    8
|-- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to
    the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





2   Summary
    of accounting policiescontinuedTransition to IFRSBuhrmann has
    prepared its IFRS opening balance sheet at 1 January 2004 in accordance with
    IFRS 1 First-time Adoption of International Financial Reporting Standards.
In accordance with IFRS 1, Buhrmann has in its opening IFRS balance sheet:
    Recognised all assets
    and liabilities whose recognition is required by IFRS.
    Not recognised items as
    assets or liabilities if IFRS does not permit such recognition.
    Reclassified items that
        were recognised under Dutch GAAP as one type of asset, liability or component
        of equity, but are a different type of asset, liability or component
    of equity under IFRS.
    Applied IFRS in measuring
    all recognised assets and liabilities. Buhrmann has used the same accounting policies in its opening IFRS balance sheet
and throughout all periods presented in these IFRS financial statements. Those
accounting policies comply with each IFRS effective at 31 December 2005. These
accounting policies differ from those Buhrmann used under Dutch GAAP. The resulting
adjustments arise from events and transactions before the date of transition
to IFRS. Therefore, Buhrmann recognised those adjustments directly in equity
in the opening IFRS balance sheet. IFRS 1 has
    various exemptions to the principle that an entitys opening IFRS balance
    sheet shall comply with each IFRS effective at 31 December 2005. The following
    exemptions have
been applied by Buhrmann in preparing these financial statements: Business combinationsA
        first-time adopter of IFRS may elect not to apply IFRS 3 Business Combinations retrospectively
to business combinations that occurred before the date of transition to IFRS.
Buhrmann has decided to use this exemption which had the following practical
implications for Buhrmanns opening IFRS balance sheet at 1 January 2004:
    The carrying amount under
        Dutch GAAP of assets acquired and liabilities assumed in business combinations
    prior to 1 January 2004 are their deemed cost under IFRS.
    If an
        asset acquired, or liability assumed, in business combinations prior
        to 1 January 2004
        was not recognised under Dutch GAAP, Buhrmann recognised and measured
        it in its Consolidated Balance Sheet on the basis that IFRS would require
        it in the balance sheet of the acquiree. No such adjustments were made
    in Buhrmanns IFRS opening balance sheet.
    A first-time
        adopter of IFRS must exclude from its opening IFRS balance sheet any
        items recognised
        under Dutch GAAP with respect to business combinations prior to 1 January
        2004 that do not qualify for recognition as an asset or liability under
        IFRS. No such adjustments were made in Buhrmanns IFRS opening balance
    sheet.
    In principle,
        the carrying amount of goodwill under Dutch GAAP at 1 January 2004 is
        the carrying
    amount under IFRS in Buhrmanns opening IFRS balance sheet. Regardless of whether there is any indication that the goodwill may be
            impaired, IFRS 1 requires a first-time adopter of IFRS to test goodwill
            for impairment
      at the date of transition to IFRS. This impairment test did not result
in an impairment. Under IFRS, goodwill is treated
    as an asset of the acquired company. If the acquired company has a functional
    currency other than the euro,
              this goodwill
        is translated into euro. However, a first-time adopter of IFRS need not
              adjust goodwill for translation in the opening IFRS balance sheet.
              Buhrmann has
  decided to use this exemption. Employee
      benefitsA first-time adopter of
          IFRS may elect to recognise all cumulative actuarial gains and losses at
          the date of transition to IFRS with respect to employee benefits. Buhrmann
          has decided to use this exemption which means the cumulative actuarial
          gains and losses, with respect to the pension plans which meet the definition
          of defined benefit plans, are recognised and included in equity in the
IFRS opening balance sheet as at 1 January 2004. Cumulative
      translation differencesUnder this exemption, the cumulative translation differences for
            all foreign operations are deemed to be zero at the date of transition
            to IFRS. Consequently,
          the gain or loss on a subsequent disposal of any foreign operation
            excludes translation differences that arose before the date of transition
            to IFRS
and will only include later translation differences. IFRS 1 also has certain
        exceptions which prohibit retrospective application of IFRS standards.
    The following exceptions are relevant to Buhrmann:
    Hedge
        accounting: It is not allowed to reflect a hedging relationship in the
        opening IFRS balance
        sheet if it does not qualify for hedge accounting under IFRS. Transactions
        entered into before the date of transition to IFRS should not be retrospectively
        designated as hedges in the opening IFRS balance sheet.
    Estimates:
        Estimates made under IFRS at the date of transition to IFRS must be consistent
        with
        estimates made for the same date under Dutch GAAP, after adjustments
        to reflect any difference in accounting policies, unless there is objective
    evidence that those estimates were in error.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                      | 83
| |  | ------------------------------------ |  | ---------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise







2 Summary of accounting policiescontinued Principles of consolidationThe Consolidated Financial Statements include Buhrmann NV and the entities controlled
    by Buhrmann. Control is achieved when Buhrmann has the power to govern the
    financial and operating policies of an investee (subsidiary) so as to obtain
    benefits from its activities. Control is presumed to exist when Buhrmann
    NV owns, directly or indirectly through subsidiaries, more than half of the
    voting power of an entity unless, in
exceptional circumstances, it can be demonstrated that such ownership does not
    constitute control. Subsidiaries are fully consolidated (Group companies)
    from the date on which control is obtained. Each Group company measures its balance sheet and income statement
items in the currency of the primary economic environment in which the Group
company operates (the functional
currency). The Consolidated Financial Statements are presented in euro, which is the Groups presentation currency. In the consolidation, assets and liabilities of Group companies whose functional currency is not the euro are translated
into euro at the rates prevailing at the balance sheet date. Income statements of these Group companies are translated into euros at the average rates for the reporting period. The resulting translation differences are recorded directly in equity as
cumulative translation adjustments. The rates used for translation are listed under Transactions in foreign currencies. Inter-company transactions, balances and unrealised gains on transactions between
    Group companies are eliminated. Unrealised losses are also eliminated unless
    the transaction provides evidence
of an impairment of the asset transferred. The interest of minority shareholders in a Group company is stated
at the minoritys proportion of the net asset (equity) values and net income
of the Group company. A Group company is included in the consolidation until the date on which Buhrmann
    ceases to control the Group company through disposal. In case of disposal or classification as held for sale of an entire component
    of the Company, comprising operations and cash flows that can be clearly
    distinguished, operationally and for financial reporting purposes, from the
    rest of the Company, that component is treated as a discontinued operation.
    Accordingly, the Consolidated Statements of Income of previous years are
    represented and the results of that operation, including the
result on the sale of that operation, are disclosed as a single amount. Transactions in foreign currenciesTransactions in currencies other than the functional currencies of the Group
    companies are recorded at the exchange rates prevailing on the dates of the
    transactions. Monetary items (such as receivables, cash and cash equivalents
    and liabilities) denominated in currencies other than the functional currencies
    of the Group companies are translated at the rates prevailing on the balance
    sheet date. The resulting translation differences are
reflected in the income statement. Translation differences, net of related taxation, arising from long-term
loans granted to Group companies that have the nature of permanent investments
(quasi equity) , are recorded directly
in equity as cumulative translation adjustments by analogy of translation differences on shareholdings in Group companies (see Principles of consolidation). The following translation rates against the euro have been used (main currencies
    only): 31 December
   
   
   
   31 DecemberCurrency per 1 EUR
   2005
   
   Average 2005
   
   2004
   
   Average 2004AUD
   1.6109
   
   1.6327
   
   1.7459
   
   1.6891CAD
   1.3725
   
   1.5096
   
   1.6416
   
   1.6169GBP
   0.6853
   
   0.6839
   
   0.7051
   
   0.6785USD
   1.1797
   
   1.2446
   
   1.3621
   
   1.2434 Net
    salesThe
    criteria for recognition of sales of goods are:
   Significant
       risks and rewards of ownership have been transferred to the buyer. In
       most cases the significant risks and rewards of ownership are transferred
       at
       the point of delivery or at the moment after installation (ready to operate),depending
       on shipping terms, contractual arrangements and performance obligations.
   Buhrmann
       retains neither continuing managerial involvement noreffective control
       over the goods sold.
   The
       amount of revenue can be measured reliably and collectibility is reasonably
       assured.
   The
       related cost (of sales)can be measured reliably. Based on these criteria, sales of goods are in general recognised at the point
    of delivery, as Buhrmann has no future performance obligations. In Graphic
    Systems, sales of machines are recognised after installation while sales
  of supplies and spare parts are recognised at the point of delivery. Sales of services are recognised in the period in which the services are rendered.




Back to Contents

|84 |  |                                      | Buhrmann |                                        | Chapter
    8
|-- |  | ------------------------------------ | -------- | -------------------------------------- | -------------
|   |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise







2Summary of
accounting policies continuedThe Company sells copiers and graphic machines together with subsequent servicing
    usually to third-party lease companies who enter into long-term lease contracts
    with our customers. The revenue from these contracts is allocated to the
    delivery of copiers and graphic machines and subsequent servicing in proportion
    to their fair value which means that any price discount given is allocated
    in proportion to their fair value. The Company also rents copiers and graphic machines to customers of which the
    revenue is recognised on a linear basis over the contractual rental period. Buhrmann receives contributions from vendors for inclusion of their
products in Buhrmanns catalogues which have no relationship with purchased
volumes. Catalogue contributions are in principle recognised as income on a linear
basis over the period the catalogue is generating sales and included in net sales.
Catalogue contributions received for promoting and advertising are recognised
in income when the catalogue is released. Sales are recorded on a gross basis when Buhrmann acts as the primary obligor
    in a sales transaction and/or whether based on an assessment of certain indicators,
    such as general inventory risk and credit risks, Buhrmann bears the major
    part of the risks and rewards in a sales transaction. If the supplier acts
    as the primary obligor and/or bears the major part of the risks and rewards
    in a sales transaction, Buhrmann records the sales on a
net basis (sales value less purchase value of goods or services). In the Statements of Income, net sales represents the invoiced value, excluding
    sales tax, of trade goods sold and services rendered to third parties, less
    discounts, rebates to customers and less goods returned by the customers.
    Also included in net sales are shipping and other handling costs separately
    charged to the customers. Purchase value of trade goods soldPurchase
value of trade goods sold is the average purchase cost
of trade goods (see Inventories). Cash discounts for prompt payment
are deducted from the purchase value of trade
goods sold when incurred. Gross contributionGross contribution is arrived at by subtracting purchase value of trade goods
    sold from net sales. Employee benefitsIn general, employee benefits are recorded as an expense in the period in which
    services by the employee are rendered. A liability and an expense is recognised for vacation days, vacation pay, bonuses
    and other short-term benefits when the employees render service that increases
    their entitlement to these
benefits. The expected cost of long-term benefits such as sabbatical leave, jubilee benefits,
    disability benefits and long-term bonus plans are recognised as a liability
    and an expense proportionally for the reporting period. The accounting policies
    regarding pensions and employee stock options is described below. Termination benefits are payable whenever an employees employment
is terminated before the normal retirement date or whenever an employee accepts
voluntary redundancy in exchange for these benefits. Termination benefits are
recognised as a liability and expense when Buhrmann is committed to either terminate
the employment of current employees according to a detailed formal plan or to
provide termination benefits as a result of
an offer made to encourage voluntary redundancy. PensionsDefined contribution plans are plans under which Buhrmann pays fixed contributions
    and will have no legal or constructive obligation to pay additional contributions.
    Contributions for defined contribution plans are recognised as an expense
    when incurred. Defined benefit plans are post-employment benefit plans other than defined contribution
    plans. The defined benefit plans in the Netherlands and some foreign defined
    benefit plans are funded with plan assets which have been segregated and
    restricted in trusts. For the funded plans, contributions are made by Buhrmann,
    as necessary, to provide assets sufficient to meet benefit entitlements in
    accordance with, among others, legal
requirements and financing agreements with these trusts. In the balance sheet,
    the pension obligation less, in the case of funded plans, fair value of the
    plan assets, is recorded either as a net pension provision or a net pension
    asset. A net pension asset is only recorded to the amount of economic benefits
    available for Buhrmann in the form of future refunds from the plan or reductions
    in future contributions to the plan.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
          8                | 85
| |  | ---------------------------------------- |  | ---------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to
      the Consolidated Financial Statementsin millions of euro, unless stated otherwise





2Summary of
accounting policies continuedThe pension obligation of a defined benefit plan is measured as the present value
    of the estimated pension benefits, taking into account, among others, expected
    wage inflation and salary increases due to promotion, using the projected
    unit credit method under which the cost of providing pensions is charged
    to the income statement so as to spread the service cost over the service
    lives of employees. The discount rate used to
calculate the present value is the interest on high-quality corporate bonds that
    have a maturity approximating the terms of the related obligations. The net
    periodic pension cost for defined benefit plans consists of the service cost
    and interest cost less, in the case of funded plans, expected return on plan
    assets. In case of an amendment of a defined benefit plan, past service costs
    are recognised as an expense on a straight-line basis over the average period
    until the benefits become
vested. To the extent that the benefits are vested immediately following the
    changes to a defined benefit plan, past service costs are recognised immediately
    as an expense. Actuarial gains and losses arise due to, among others, changes
    in discount rates, differences between expected and realised returns on plan
    assets, differences in mortality and differences between expected and actual
    wage inflation and salary increases due to promotion. Actuarial gains and
    losses which arose before the
date of transition to IFRS at 1 January 2004 are recognised, using the exemption
    as allowed by IFRS 1. Actuarial gains and losses arising after 1 January
    2004 are recorded directly in equity (see Consolidated Statements of Recognised
    Income and
Expense). Employee stock optionsStock
options are granted to a group of employees. The grants meet the definition of
equity-settled, share-based compensation. The fair value of
the options is measured at grant date allowing for any market-based performance
conditions and recognised as expenses on a linear basis during the vesting period,
based on the number of options that eventually vest, with a corresponding increase
in equity as option reserve. Vesting
conditions are taken into account in the measurement of the fair value and the related recognition of expense. When the options are exercised or lapsed, a reclassification within shareholders equity
takes place from the option reserve to retained earnings. This policy is applied
to all options that on 1 January 2005,the date of transition to IFRS, had not
been exercised, vested or lapsed. Acquisition of companies
  The purchase
  method of accounting is used to account for the acquisition of companies. At
  the acquisition date, the identifiable assets, liabilities and
contingent liabilities of the acquired company are recognised separately based
on Buhrmanns accounting policies, regardless of whether they had been previously
recognised in the financial statements of the acquired company. The identified
assets, liabilities and contingent liabilities of the acquired company are measured
initially at their fair values at the acquisition date. This includes intangible
assets such as customer lists, customer relationships and brand names, insofar
as they can be reliably measured,
regardless of whether they will be subsequently used. These intangibles assets
are amortised over the estimated useful lives. The cost of an acquisition includes the fair values, at the date of exchange,
    of assets given, liabilities incurred or assumed, and equity instruments
    issued by Buhrmann, in exchange for control of the acquired company plus
    any costs directly attributable to the acquisition. Any excess of the cost of the acquisition over Buhrmanns interest in the net fair value of the acquired companys
identified assets, liabilities and contingent liabilities is initially recognised
as goodwill. If Buhrmanns interest in the net fair value of the items recognised exceeds the cost of the acquisition, the identification and measurement of the acquired companys
identifiable assets, liabilities and contingent liabilities and the measurement
of the cost of the business combination are reassessed. Any excess remaining
after that reassessment is recognised immediately in the income statement. Goodwill acquired with acquisitions of Group companies is separately presented
    in the Consolidated Balance Sheet. Goodwill acquired with acquisition of
    associated companies is included in
investments in associates. After the initial recognition, goodwill is measured at cost less accumulated
    impairment losses. Goodwill is not amortised but instead tested for impairment
    annually, or more frequently if events or changes in circumstances indicate
    that the asset might be impaired. In the impairment test, goodwill related to cash-generating units whose carrying
    values exceed their recoverable amount are written down to the higher of
    the net selling price or the discounted net future cash flows expected to
    be generated. The discount rate is derived from the pre-tax estimated weighted
    cost of capital, reflecting the risks inherent to the cash-generating unit
    and a normative financing profile. Impairment
losses on goodwill are recognised as an expense immediately and are not reversible.
    The determination of a cash-generating unit for goodwill impairment testing
purposes is based on the business structure (see Note 5).


---



Back
    to Contents

|86 |                                      | Buhrmann |                                            | Chapter
    8
|-- | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements

Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





2
    Summary
    of accounting policiescontinuedNon-current
    assets held for sale and discontinued operationsA
    non-current asset or discontinued operation is classified as held for sale
    if its carrying amount will be recovered principally through a sale transaction
    rather than through continuing use. For this to be the case, the asset or
    discontinued operation must be available for immediate sale in its present
    condition subject only to terms that are usual and customary for sales of
    such assets or discontinued operations and its sale must be highly probable. A non-current asset or discontinued operation classified as held for sale is measured at the lower of its carrying amount and fair value less costs to sell. The carrying amount includes
goodwill acquired in a business combination if the Group company or component of the Buhrmann Group is a cash-generating unit to which goodwill has been allocated (see Note 5). At the time of sale, any gain on disposal is recognised in income, including the cumulative amount of any translation differences recognised directly in equity with respect to the assets or
discontinued operation sold. Impairment of non-current assets other than goodwillAt balance sheet date, the carrying amounts of property, plant and equipment, internally used software and other non-current assets is reviewed to determine whether there is any indication
that those assets might have been impaired. Assets whose carrying values exceed their recoverable amount are written down to the higher of the net selling price and its value in use. Impairment losses are recognised as an expense immediately. Where
an impairment loss of a non-current asset other than goodwill subsequently reverses, the carrying amount of these assets is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the
carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash
flows. Internally used softwareInternally used software is stated at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised as an expense and calculated on a straight-line basis
over the expected useful life of the internally used software with a maximum of seven years. The cost includes third-party costs and internal costs, such as employee benefit costs, insofar related to the development of the software. Also included in the cost are borrowing costs to
finance the development of software. Property, plant and equipmentProperty, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Depreciation is recognised as an expense and calculated on a straight-line
basis over the expected useful lives of the assets, taking into account a potential residual value. Land is not depreciated. Each component of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately over its own useful life, not
  exceeding the remaining useful life of the related asset. Borrowing costs to finance the construction of property, plant and equipment are capitalised as part of the costs of the asset, during the period of time that is required to complete and
prepare the asset for its intended use. The depreciation
rates per year are as follows: Land
   
   Not
    depreciatedBuildings
   
   37%Plant and equipment
   
   510%Other fixed equipment
   
   1033% Maintenance, repairs and renewals are generally recognised as expenses during
the period in which they are incurred. However, major renovations are capitalised
when it is probable that future economic benefits will increase beyond the originally
assessed level. Major improvements are recognised as a separate component and
depreciated over the useful life of the component, not exceeding the remaining
useful life of the related asset.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    8                          | 87
| |  | ------------------------------------ |  | -------------------------------------- | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements

Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





2
    Summary
    of accounting policiescontinuedCatalogue
    production costsThe
        cost to produce catalogues is capitalised insofar as the catalogue enables
        the receipt of sales orders. The production costs of that part of a catalogue
        which is used for promoting and advertising products and services is
        expensed as incurred. The capitalised catalogue production costs includes
    third-party and internal costs of development and distribution. The capitalised catalogue production costs are presented as a current asset and amortised on a linear basis over the period the catalogue is generating sales which usually does not exceed 12
months. The amortisation expense is included in other operating costs. Income taxes and deferred taxesThe amount of tax included in the income statement is based on the reported accounting profit plus or minus non-deductible accounting expenses and non-taxable accounting income. The amount of
tax included in the income statement includes changes in the valuation of deferred tax assets for loss carry-forwards. Current tax assets and liabilities are not discounted and are calculated at tax rates prevailing at the balance sheet date. Deferred tax assets and liabilities are recognised for temporary differences in the carrying value of assets and liabilities and their tax base and for loss carry-forwards. Deferred tax assets
are recognised to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. Deferred taxes are not discounted and are determined at the tax rates that are expected to apply
to the period when the asset is realised or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets and liabilities are offset when there is a legally
enforcable right to offset. Tax expense and income related to items that are recorded in equity are recorded likewise. Investments in associatesAn
associate is an entity over which Buhrmann is in a position to exercise significant
influence, but not
control, in the financial and operational policy decisions of the investee through
participation. Significant influence is assumed when Buhrmann holds 20% or more
of the voting power. Investments in associates are initially measured at cost
and subsequently amended for the Companys share in the result (after tax) of the
associate less, if applicable, impairments and less distributions received such as dividends. The result of an associate is determined in accordance with Buhrmanns
accounting policies. LeasesLeases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of the asset. All other leases are classified
as operational leases. Assets under finance leases, with the Company as lessee are recognised as assets of the Company at their fair value at the date of acquisition or, if lower, at the present value of the minimum
lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate
of interest on the remaining balance of the liability. Payments under operating leases with the Company as lessee are expensed on a straight-line basis over the term of the relevant lease. InventoriesInventories related to trade goods, used machines and goods in transit are valued at the lower of weighted average purchase cost or net realisable value. Weighted average purchase cost
includes the purchase price, import duties and other taxes (other than those subsequently recoverable from the tax authority) and inbound third-party transportation, handling and other costs directly attributable to the acquisition of trade goods. The purchase price is net of trade discounts and rebates received from suppliers. Cash discounts from suppliers for prompt payment are recognised as income when incurred. The difference
between the weighted average purchase cost and net realisable value (if the latter is lower) is the provision for impairment for obsolete and slow-moving items. Trade receivablesTrade
receivables are recognised initially at fair value and subsequently measured
at amortised cost
using the effective interest method, less an allowance for doubtful receivables.
The allowance is established when there is objective evidence that the Group
will not be able to collect all amounts due according to the original terms of
the receivables. The amount of the allowance is the difference between the assets
carrying amount and the present value of estimated future cash flows, discounted
at the effective interest rate. The amount of allowance is recognised in the
income statement.


---



Back
    to Contents

|88 |                                      | Buhrmann |                                        | Chapter
    8
|-- | ------------------------------------ | -------- | -------------------------------------- | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements

Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





2
    Summary
    of accounting policiescontinuedOther receivablesOther
        receivables and prepayments are recognised initially at fair value and
        subsequently measured at amortised cost using the effective interest
        method, less an allowance for doubtful
receivables. Cash and cash equivalentsCash and cash equivalents are carried in the balance sheet at fair value comprising cash on hand, deposits held at call with banks and other short-term, highly liquid investments with original
maturities of three months or less. Shareholders equity,
ordinary shares, Preference SharesBuhrmanns ordinary shares are classified as shareholders equity. External costs directly attributable to the issue of new ordinary shares, other than in connection with business
combinations, are deducted from shareholders equity net of tax. Buhrmanns Preference
Shares A are classified as a financial liability and stated at fair value (proceeds
received net of transaction costs incurred). Under IFRS, the critical feature
in differentiating a financial liability from an equity instrument is the existence
of a contractual obligation on one party (the issuer) to deliver cash or another
financial asset to the other party (the holder) or to exchange another financial
instrument with the holder under conditions that are potentially unfavourable
to the issuer. When such a contractual obligation exists, that instrument meets
the definition of a financial liability regardless of the manner in which the
contractual
obligation will be settled. Further information
regarding Buhrmanns ordinary shares and Preference Shares is given in Note
26. The option reserve in shareholders equity is the amount of expenses recognised in connection with the employee share options. When the options are exercised or lapsed, a
reclassification from the option reserve to retained earnings within shareholders equity
takes place. The cumulative translation adjustments in shareholders equity relates to the euro translation of assets and liabilities of Group companies whose functional currency is not
the euro. When a Group company is sold or otherwise disposed of, the cumulative translation adjustments, if any, are recognised in the income statement as part of the result on the sale or disposal. Also, cumulative translation adjustments with
respect to long-term loans that are designated as permanent investments (quasi equity, see Transactions in foreign currencies)
are recognised in the income statement when these loans are reduced. The hedge reserve relates to changes in the fair value of the interest rate swaps for which hedge accounting is applied. The amounts recorded in the hedge reserve are recognised in the income
statement, as other financing expenses, when the hedged item affects the income statement. Subordinated Convertible BondsBuhrmanns Subordinated Convertible Bonds are classified as a compound financial instrument. The liability component is initially stated at fair value (proceeds received net of
transaction costs incurred) and is subsequently stated at amortised cost which is the initial amount minus interest and principal payments plus cumulative amortisation using the effective interest method of any difference between the initial amount
and the maturity amount. The amortisation is recorded in the income statement. The value of the conversion option is determined using the residual method. The liability component is recorded as long-term borrowings and the value of the conversion
option is recorded directly in shareholders equity (net of taxes). High Yield Bonds, Senior Facilities Agreement and Securitised NotesThe High Yield Bonds and Term Loans A, B and D and Medium Term Notes are initially stated at fair value (proceeds received net of transaction costs incurred) and subsequently stated at
amortised cost. The amortised cost is the initial amount minus principal and interest payments plus cumulative amortisation using the effective interest method of any difference between the initial amount and the maturity amount. The amortisation is
recorded in the income statement as other financing costs. The Revolver and Short
Term Notes are stated at the proceeds received under long-term borrowings. Transaction
costs incurred are recorded as capitalised financing fees under other
non-current assets as these borrowings have variable amounts outstanding. The
interest paid on these types of borrowings is recorded in the income statement
as other financing costs. The capitalised financing fees are amortised on a linear
basis
over the expected life of the related borrowing. The amortisation expense is
presented in the income statement as other financing costs.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 89
| |  | ---------------------------------------- |  | ---------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





2
   Summary
    of accounting policiescontinuedProvisionsThe
      accounting policies regarding pensions and other employee benefits are
    stated under employee benefits.Provisions
    are recognised when the Group has:
   A
       present legal or constructive obligation as a result of past events.
   It is probable
    that an outflow of resources will be required to settle the obligation.
   A reliable
    estimate of the amount can be made. Other non-current provisions and liabilities in the balance sheet include
        provisions for integrations and reorganisation following acquisitions,
        divestments and restructuring of businesses as well as provisions for
        product warranties and reflect amounts payable after more than one year
        from the balance sheet date. Amounts payable within one year are recorded
under current liabilities. Provisions for restructuring as a result of an acquisition are only recognised
        as part of the cost of the acquisition if the acquired company has an existing
        liability for restructuring recognised before the acquisition date. A provision
        recognised after the acquisition date is not recognised as part of the
            cost of the acquisition and is therefore not part of the acquisition
            goodwill.
    In this case the provision is set up through the income statement. Financial instruments
    Buhrmann uses currency and
            interest rate swaps to hedge against financial market risks (see Note
        31). Derivative financial instruments (such as currency and interest rate
        swaps)
            are measured at their fair value. In principle, changes in the fair
        value of derivative financial instruments are recognised in the income
        statement,
            unless the derivatives are designated, and effective, as cash flow
        hedges in which case the changes in the fair value are deferred and recorded
        directly
            in shareholders equity. Any ineffective portion is recognised immediately
        in the income statement. All interest rate swaps are accounted for as cash flow hedges which
                means that changes in the fair value of these interest rate swaps
            are recognised
                directly in equity and the ineffective portion is recognised immediately
                in the income statement. The amounts deferred in equity are recognised
                in the income statement when the hedged items affect the income
            statement. At
                inception of the hedge the hedge documentation is prepared which
            includes the method of prospective and retrospective testing for effectiveness.
                An interest rate swap is only accounted for as a (cash flow) hedge
                if it is
                expected to be highly effective, based on the prospective effectiveness
                test at inception of the hedge. Each month a retrospective test
            is
                performed to
                determine whether swap has been highly effective. The ineffective
            portion is recorded in the income statement. In the event that the
            hedged transaction
                terminates, the deferred gains or losses on the associated derivative
                are recorded in the income statement. Information
      about the estimated fair value of the Companys derivative financial
      instruments is included in Note 31. The estimated fair value of interest
                    rate swaps is calculated
                    as the present value of the estimated future cash flows. The
                    fair value of currency swaps is determined using forward exchange
                    market rates at the balance
  sheet date. Carrying
    amounts of the Companys cash and cash equivalents, participations, accounts receivable, accounts payable, other receivables, other liabilities and bank overdrafts approximate fair value due to their short-term maturities. Information about the fair value of the Companys
      long-term borrowings is included in Note 29. Advertising
    costsAdvertising
  costs are expensed as incurred and included in operating expenses. Research
    and developmentCosts of research are expensed as incurred and included in
    operating expenses. Costs of research are insignificant. Costs
                          of development,
                          which predominantly
                          relate to internally used software, are capitalised
    and after
                          being put into use, amortised over the expected life
  of the asset. Disclosure
    of material items of income and expenseDuring the course of a year,
                            certain events may take place which may have unique
      characteristics that set them apart from the Companys standard
                            day-to-day operations. If these events are significant
                            in size, Buhrmann
                            reports them separately to
                            provide a more operationally oriented view on the
  results of the business. Consolidated
    Statements of Cash FlowsThe Consolidated Statements of Cash Flows are derived
                              from the statements of income and other changes
      between the
                              opening and
                              closing balance
                              sheets in the functional currencies of the Group
                              companies and translated into
                              euro at average exchange rates. This method is
  referred to as the indirect method. The net
    cash flow is recorded net of the effects of acquisitions and divestments
  on liquid funds.


---



Back to Contents

|90 |  |                                          | Buhrmann |                                    | Chapter
    8
|-- |  | ---------------------------------------- | -------- | ---------------------------------- | -------------
|   |  | 2005
        Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





3
   Critical
    accounting estimates and assumptionsThe
      Consolidated Financial Statements include amounts that are based
on managements best estimates, judgements and assumptions concerning the
future. The resulting accounting estimates will, by definition, seldom equal
the related actual results. The estimates, judgements and assumptions that have
a significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year
are discussed below. PensionsBuhrmanns
operating companies offer a variety of defined benefit plans. In countries such
as the Netherlands and the United Kingdom, these defined
benefit plans are maintained in separate trusts (pension funds) to which Buhrmann
makes contributions. The Company accounts for pensions in accordance with IAS 19 under
which pension expense and related plan assets and benefit obligations are based
on a specific methodology that reflects the concepts of accrual accounting. Amounts
are reflected in the income statement systematically over the service periods
of the employees covered by the plan. Amounts expensed are typically different
from amounts funded. Application of IAS 19 requires
that management makes use of assumptions regarding, among others, discount rate,
expected return on plan assets and rates of compensation, state pension and pension
increases in assessing benefit obligations and periodic pension costs. IAS 19
requires readjustment of the significant actuarial assumptions annually to reflect
current market and economic conditions. Actual circumstances could change the
impact of these assumptions giving rise to different benefit obligations, and
may affect
pension cost in the following years which could have an effect on Buhrmanns
future operating result and net result. For the effects on pension cost in 2005
of a change in discount rate and/or expected return on plan assets, see Note
20. Goodwill impairmentGoodwill is
tested for impairment at least once annually or when changes in circumstances
indicate that impairment may have occurred. Under the impairment test, the fair
value of the  cash-generating unit that contains the goodwill is compared to
its book value, including the goodwill. Any excess of book value over fair value
is recorded as an impairment of goodwill. This fair value of the cash-generating
unit is calculated based
on discounted future cash flows and residual values. The determination of the
estimated multi-year forecasts requires management to make assumptions and estimates
regarding, amongst others, sales growth, gross contribution margins and operating
 expense developments. These assumptions are based, amongst others, on past performance
and our expectations for market development.Management assumptions and estimates are affected by factors such as assumed economic conditions, and expectations about our markets and our operating performance. These factors may change
over time and may cause the Company to record additional impairment charges which may adversely impact operating result and net result. Also the fair value and hence the impairment charge is sensitive to the discount rate. The discount rate is
derived from the pre-tax estimated weighted cost of capital, reflecting the risks inherent to the cash-generating unit and a normative financing profile. The discount rate after tax used for the impairment test at 31 December 2005 was between 8 and
9% dependent on the cash-generating unit. In 2005 and 2004, no goodwill impairments were recorded. We have performed a sensitivity analysis around the assumptions and have concluded that no reasonably possible changes in key assumptions would cause
the carrying amount of each of the cash-generating units to exeed its recoverable amount. Taxation in respect of deferred taxesBuhrmann
has a considerable amount of loss carry-forwards. For these loss carry-forwards
and for temporary differences in the valuation of assets
and liabilities for reporting and tax purposes, deferred tax assets and deferred
tax liabilities are recognised. Deferred tax assets are recognised to the extent
that it is probable that future taxable profit will be available against which
the temporary differences can be utilised. In
determining the valuation of deferred tax assets and liabilities, Buhrmanns assessment of future taxable income, available taxable temporary differences, tax planning, applicable limitations on the use of tax loss carry-forwards and the
possibility that prior year tax returns will be challenged by the tax authorities, are factors taken into account. These factors are determined in consultation with in-house and outside tax experts. If actual future taxable income is different than
originally assessed, if tax planning fails to materialise, if limitations on the use of tax loss carry-forward apply or if the possibility that prior year tax returns will be challenged turn out to be different than originally assessed, the
valuation of deferred tax assets and liabilities may have to be adjusted which may have an effect on Buhrmanns
reported tax expense and net result in future years. Other receivables in respect of rebates from suppliers
  Buhrmann receives
  various types of rebates from suppliers, which are based on the volume of goods
  purchased (volume-based rebates) or based on
the inclusion of certain products of the supplier
in Buhrmanns catalogue offerings (catalogue contributions) or are received
for entering into a contract with a supplier (contract-based rebates). Volume-based rebates are settled in arrears, mostly not exceeding one year. For each interim reporting period Buhrmann accrues volume-based rebates on the basis of a prudent estimate of the
volumes to be purchased for the entire rebate period. Provisions for restructuring and integration
  Buhrmann records
  provisions for restructuring and integration relating to cost-saving restructuring
  measures and the integration of acquired businesses.
These provisions are based on
Buhrmanns best estimate of costs to be incurred for, among other things,
severance payments, termination fees and penalties for rental and other contracts.
If actual costs are different than originally estimated, the provisions for restructuring
and integration may be insufficient which could affect operating result and net
result. Furthermore, additional restructuring measures may be necessary depending
on changes in economic conditions and operating performance, which may
result in additional provisions, which in turn may affect operating result and
net result.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 91
| |  | ---------------------------------------- |  | ---------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





3 Critical accounting estimates and assumptionscontinued 
Provisions for legal proceedingsBuhrmann is involved in various legal and regulatory proceedings arising in the normal course of its business. Buhrmann accrues for the estimated probable costs to resolve these proceedings if
a reasonable estimate can be made of the outcome of which the incurrence is judged to be probable. After consultation of in-house and outside legal counsels, these accruals are based on the analysis of possible outcomes of litigation and
settlements. Operating result and net result could be affected if actual outcomes are different than originally estimated. 4 Acquisitions and divestmentsIn 2005,
no major acquisitions took place. A number of small acquisitions took place which
resulted in the recognition of €10 million in goodwill and €6
million in other intangible assets, mainly customer relations. The goodwill is paid for the expected excess of return on the acquired companies and capitalised. If the acquisitions had occurred at 1 January of the respective years, net sales would have been €5,923
million in 2005 and €5,573 million in 2004 and net result would
have been €22 million in 2005 and €108 million in 2004. These pro forma amounts
are unaudited and include the effects of financing. The pro forma amounts do
not necessarily reflect net sales and net result as they would have been if the
acquisitions had been completed as of the respective years and are not necessarily
indicative of future results. In 2003, Buhrmanns paper merchanting division was sold to
PaperlinX Limited. In 2004 certain adjustments to the purchase price were made
and also in 2005 and 2004 certain adjustments were made to a provision for indemnifications
granted to the buyer . This expense is presented as subsequent result from disposal
of operations (see Note 14). 5 Segment informationBuhrmann has the following business segments: Office Products North America (OPNA); Office Products Europe (OPE); Office Products Australia (OPA); ASAP Software (ASAP); and Graphic Systems
(see Note 1). Unallocated in the tables below includes our financing
costs and incurred by the corporate head office as well as costs and assets relating
to geographical holding companies. Business segment informationin millions of euro, except number of employees
   
   
   
   
   
   
   
   
   Graphic
   
   
   
   TotalOPNA
   OPE
   OPA
   ASAP
   Systems
   Unallocated
   Buhrmann2005
   2005
   2005
   2005
   2005
   2005
   2005Net sales
   3,047
   
   948
   
   701
   
   773
   
   421
   
   
   
   5,890Purchase value trade goods sold
   (1,993
   )
   (639
   )
   (485
   )
   (694
   )
   (303
   )
   
   
   (4,114
   )Depreciation and amortisation1
   (58
   )
   (13
   )
   (7
   )
   (3
   )
   (7
   )
   
   
   (89
   )Operating result
   143
   
   0
   
   59
   
   33
   
   9
   
   (12
   )
   232Total net financing costs
   
   
   
   
   
   
   
   
   
   
   
   
   (191
   )Subsequent result fromdisposal of operations
   
   
   
   
   
   
   
   
   
   
   
   
   5Result before taxes
   
   
   
   
   
   
   
   
   
   
   
   
   45Taxes
   
   
   
   
   
   
   
   
   
   
   
   
   (25
   )Net result
   
   
   
   
   
   
   
   
   
   
   
   
   21Attributable to:Holders of ordinary shares Buhrmann NV
   
   
   
   
   
   
   
   
   
   
   
   
   2Minority interests in Group companies
   
   
   
   
   
   
   
   
   
   
   
   
   19Goodwill
   1,014
   
   134
   
   269
   
   79
   
   3
   
   
   
   1,499Total assets
   2,021
   
   410
   
   259
   
   282
   
   219
   
   851
   
   4,042Total liabilities
   455
   
   206
   
   109
   
   185
   
   151
   
   1,426
   
   2,532Capital expenditure1
   (40
   )
   (8
   )
   (9
   )
   (5
   )
   (2
   )
   (1
   )
   (65
   )Number of employees at year end
   9,976
   
   3,694
   
   2,337
   
   544
   
   954
   
   71
   
   17,5751 Property,
    plant and equipment and internally used software.


---



Back
      to Contents

|92 |                                          | Buhrmann |                                    | Chapter
    8 | 
|-- | ---------------------------------------- | -------- | ---------------------------------- | ------------- | 
|   | 2005
        Annual Report and Form 20-F |          | 4Consolidated Financial Statements

Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





5
    Segment
    informationcontinuedBusiness
      segment information Graphic
   
   
   
   TotalOPNA
   
   OPE
   
   OPA
   
   ASAP
   
   Systems
   
   Unallocated
   
   Buhrmannin
      millions of euro, except number of employees
   2004
   
   2004
   
   2004
   
   2004
   
   2004
   
   2004
   
   2004Net sales
   2,869
   
   914
   
   596
   
   765
   
   409
   
   
   
   5,553Purchase
      value trade goods sold
   (1,879
   )
   (607
   )
   (405
   )
   (693
   )
   (298
   )
   
   
   (3,882
   )Depreciation
      and amortisation1
   (57
   )
   (15
   )
   (5
   )
   (3
   )
   (8
   )
   
   
   (89
   )Operating
      result
   141
   
   (4
   )
   54
   
   30
   
   (1
   )
   (6
   )
   214Total
      net financing costs
   
   
   
   
   
   
   
   
   
   
   
   
   (126
   )Subsequent
      result from disposalof operations
   
   
   
   
   
   
   
   
   
   
   
   
   6Result
      before taxes
   
   
   
   
   
   
   
   
   
   
   
   
   94Taxes
   
   
   
   
   
   
   
   
   
   
   
   
   13Net result
   
   
   
   
   
   
   
   
   
   
   
   
   107Attributable
      to:Holders
      of ordinary shares Buhrmann NV
   
   
   
   
   
   
   
   
   
   
   
   
   90Minority
      interests in Group companies
   
   
   
   
   
   
   
   
   
   
   
   
   18Goodwill
   875
   
   133
   
   241
   
   69
   
   4
   
   
   
   1,322Total
      assets
   1,719
   
   397
   
   219
   
   243
   
   232
   
   849
   
   3,659Total
      liabilities
   380
   
   200
   
   101
   
   179
   
   140
   
   1,541
   
   2,541Capital
      expenditure1
   (42
   )
   (6
   )
   (5
   )
   (3
   )
   (7
   )
   (1
   )
   (63
   )Number
      of employees at year end
   10,083
   
   3,803
   
   2,200
   
   461
   
   1,002
   
   69
   
   17,618   Geographical
      segment informationAustralia/
   
   
   
   TotalNorth
      America
   
   
   
   Europe
   
   
   
   New
      Zealand
   
   
   
   Buhrmannin
         millions of euro,except number of employees
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004Net sales
   3,692
   
   3,498
   
   1,497
   
   1,459
   
   701
   
   596
   
   5,890
   
   5,553Depreciation
      andamortisation1
   (61
   )
   (60
   )
   (21
   )
   (24
   )
   (7
   )
   (5
   )
   (89
   )
   (89
   )Operating
      result
   170
   
   167
   
   3
   
   (6
   )
   59
   
   53
   
   232
   
   214Capital
      expenditure1
   (45
   )
   (45
   )
   (11
   )
   (13
   )
   (9
   )
   (5
   )
   (65
   )
   (63
   )Long-lived
      assets2
   1,336
   
   1,162
   
   220
   
   232
   
   284
   
   252
   
   1,840
   
   1,646Total
      assets
   2,706
   
   2,325
   
   876
   
   941
   
   460
   
   392
   
   4,042
   
   3,659Total
      liabilities
   1,614
   
   1,318
   
   783
   
   1,130
   
   135
   
   93
   
   2,532
   
   2,541Number
      of employees at year end
   10,395
   
   10,421
   
   4,843
   
   4,997
   
   2,337
   
   2,200
   
   17,575
   
   17,618 1
   Property, plant and equipment and internally used software.2
   Long-lived assets include tangible and intangible fixed assets.


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    8                              | 93
| |  | ------------------------------------ |  | ------------------------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





6
    Net
      sales 2005
   
   2004Trade
      goods
   5,783
   
   5,444Services
   87
   
   89Equipment
      rental
   7
   
   8Catalogue
      income
   13
   
   12Total
   5,890
   
   5,553 7
    Employee
      benefit expenses Note
   
   2005
   
   2004Wages
      and salaries
   
   
   (758
   )
   (729
   )Social
      security contributions
   
   
   (114
   )
   (113
   )Pensions
   
   
   (13
   )
   (13
   )Stock
      options
   
   
   (7
   )
   (6
   )Other
   
   
   (51
   )
   (38
   )Total
   
   
   (943
   )
   (899
   )Less:Reclassification
      restructuring
   9
   
   13
   
   4Capitalisation
      expenses
   
   
   15
   
   15Total
   
   
   (915
   )
   (880
   ) Pensions in 2005 includes an expense of€20
million
related to defined contribution plans and an income of €8 million related to
defined benefit plans. Pensions in
2004 includes an expense of €18 million related to defined contribution plans
and an income of €5 million related to defined benefit plans. For details of
the income related to defined benefit plans, see Note 20. 8
    Other
      operating expenses Note
   
   2005
   
   2004Rent
      and maintenance expenses
   
   
   (95
   )
   (92
   )Delivery
      and subcontracting expenses
   
   
   (192
   )
   (177
   )General
      management expenses
   
   
   (142
   )
   (136
   )Other
   
   
   (105
   )
   (84
   )Total
      operating expenses
   
   
   (532
   )
   (489
   )Less:Reclassification
      charge Civil Settlement Agreement
   
   
   4
   
   Reclassification
      restructuring
   9
   
   4
   
   2Capitalisation
      of expenses
   
   
   5
   
   4Total
   
   
   (519
   )
   (483
   ) Other operating expenses include advertising expenses (net) of€7
million and €6 million during the years ended 31 December 2005 and
2004. A charge
    of €4
million was recorded in the Office Products North America business segment to
settle with the U.S. Department of Justice, allegations that Corporate Express
Office Products submitted false claims in connection with the sale of office
products to U.S. government agencies that were
from countries of origin not designated under the Trade Agreements Act.


---



Back
      to Contents

|94 |                                      | Buhrmann |                                            | Chapter
    8
|-- | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





9
    Restructuring
    expensesFor
        2005 restructuring expenses of€10
          million (US$12 million) were reported as a result of the centralisation
    of back-office functions in North America. In the Office
    Products Europe business segment, we recorded an expense of €8
million in 2005 for the further restructuring of the German copier and furniture
business as well as some restructuring activities of Corporate Express Benelux. 10
    Total
    net financing costsRepurchase
      Preference Shares COn 22
        February 2005, Buhrmann reached agreement with the holders of the Preference
        Shares C regarding the purchase by Buhrmann of all 43,628 issued and
        outstanding Preference Shares C for an aggregate purchase price of US$520
    million in cash. The Preference
    Shares C are accounted for as debt, combining a liability and a derivative.
    The repurchase of the Preference Shares C resulted in a charge of €85 million
    in 2005 which constitutes the difference between the value paid and the book
    value, reflecting among others, accrued interest,
the buy-back premium of the conversion option and the value of the specific contractual
rights attached to the Preference Shares C. Repurchase 2009 Notes
In 2004 we repaid our $350 million 2009 Notes which resulted in a charge of €35
million which consists of a premium paid to holders of the 2009 Notes of €27
million and the difference of €8 million between the amortised cost
and the redemption payment. Other net financing
costs 2005
   
   2004Cash interest expenses
   (64
   )
   (68
   )Interest income
   3
   
   3Dividend Preference Shares
   (19
   )
   (42
   )Non-cash interest (including amortisation cost of long-termborrowings and amortisation of capitalised financing costs)
   (8
   )
   (7
   )Refinancing expenses
   (85
   )
   (35
   )Exchange results due to translation of long-term internaland external borrowings
   (18
   )
   23Less: amounts included in the cost of qualifying assets
   0
   
   0Total
   (191
   )
   (126
   ) Borrowing costs included in the cost of qualifying assets during the year are
calculated by applying an average local capitalisation rate to expenditure on
such assets. 11
    Investments
      in associates and share in result of associatesThis
    primarily relates to a 49% share of the Company in Faison Inc. 12
    Income
      taxesBuhrmanns
        operations are subject to income taxes of different jurisdictions with
    varying statutory tax rates. In 2004,
    taxes in the Consolidated Statement of Income include a benefit due to the
    release of tax provisions of €8
million as a result of finalised tax audits and the recognition of additional
deferred tax assets for, among others, our Belgium business. In 2004, a benefit
of €14 million was also included related to the refinancing of the US$350 million
2009 Notes and a benefit of €6 million was included for the fiscal finalisation
of the divestment of the paper merchanting division. In 2005,
    taxes in the Consolidated Statement of Income include a €4
million benefit due to the further recognition of deferred tax assets.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                              | 95
| |  | ------------------------------------ |  | ------------------------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





12
    Income
    taxescontinuedBuhrmanns
        effective tax rate was 15% in 2005 and 4% in 2004. The effective tax
        rate is determined based on the ratio of taxes to the amount of result
        from operations before taxes and expenses related to the Preference Shares
        A and C, as these items are exempted from taxes. For calculating the
        effective tax rate, certain adjustments are made to the amount of taxes
        in the Consolidated Statement of Income and result from operations which
    is shown in the following tables. 2005
   
   
   
   2004Net result
   
   
   21
   
   
   
   107Adjustments:Taxes
   
   
   25
   
   
   
   (13
   )Add back non-deductible or non-taxable items:
   
   
   
   
   
   
   Repurchase 2009 Notes
   
   
   
   
   35Interest Preference Shares A
   11
   
   
   
   11Amortisation cost and fair value changes Preference Shares C
   26
   
   
   
   8Repurchase Preference Shares C
   85
   
   
   
   Subsequent result from disposal of operations
   (5
   )
   
   
   (6
   )117
   
   
   
   48Total taxable result for calculating effective tax rate
   
   
   163
   
   
   
   142 2005
   
   2004Taxes as per Consolidated Statement of Income
   (25
   )
   13Adjustments:Repurchase 2009 Notes
   
   
   (14
   )Other adjustments
   
   
   (4
   )Taxes for calculating effective tax rate
   (25
   )
   (5
   )Effective tax rate
   15.3%
   
   3.5%A
        reconciliation from Buhrmanns weighted average statutory tax rate
    to its effective tax rate is as follows: 2005
    
    2004Weighted average statutory tax rate
   30.0%
   
   29.3%Changes in the valuation of deferred tax assets
   (11.9%
   )
   (14.1%
   )Other (including exempt income, non-deductible expenses and incentives)
   (2.8%
   )
   (11.7%
   )Effective tax rate
   15.3%
   
   3.5%Taxes
    as per Consolidated Statement of Income can be specified as follows: 2005
   
   2004Current
   (27
   )
   (21
   )Deferred:Benefits operating loss carry-forwards
   1
   
   29Adjustments to deferred taxes for enacted changesin tax laws or a change in the tax status
   
   
   1Adjustments in the valuation of deferrred tax assetsdue to change in judgment about realisability
   4
   
   4All other deferred tax items
   (3
   )
   Total deferred
   2
   
   34Total income taxes
   (25
   )
   13


---



Back to Contents

|96 |                                      | Buhrmann |                                            | Chapter
    8
|-- | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





13
    Total
    minority interestMinority
        interests mainly represent the 46.9% (2004: 48.5%) share of third parties
    in the result of Corporate Express Australia Ltd. 14
    Subsequent
    result from disposal of operationsThis
        item mainly concerns the (partial) releases of contractual provisions
    regarding the disposal of operations in previous years. The amount in 2005 mainly relates to Buhrmanns former subsidiary
Kappa Packaging which was divested in 1998. The amount in 2004 mainly relates
to the former paper merchanting division
which was divested in 2003. 15
    Earnings
    per shareBasic
        earnings per share are computed by dividing result by the weighted average
    number of ordinary shares outstanding for the periods under review. Diluted earnings per share assume that dilutive convertible securities were converted at the beginning of each year and all options outstanding at the end of the year were exercised, insofar
as the average market price was higher than the average exercise price during the financial year. Potential dilutive convertible securities are treated as dilutive when, and only when, their conversion to ordinary shares would decrease earnings per
share or increase loss per share. The computation
of basic and diluted earnings per ordinary share is as follows: Computation
    basic earnings per share2005
   
   2004Net result attributable to holders of ordinary shares Buhrmann NV
   2
   
   90Weighted average number of ordinary shares outstanding (in thousands)
   168,231
   
   144,837
   1Net result per share attributable to holders of ordinary shares Buhrmann NV (in euro)
   0.01
   
   0.62 Computation
    diluted earnings per share2005
   
   2004Net result attributable to holders of ordinary shares Buhrmann NV
   2
   
   90Add:Amortisation cost, repurchase and fair value changes Preference Shares C
   antidilutive
   
   8Amortisation cost Convertible Subordinated Bonds (net of taxes)
   antidilutive
   
   5Net result on diluted basis
   2
   
   103Computation weighted average number of ordinary sharesoutstanding on diluted basis (in thousands):Weighted average number of ordinary shares outstanding (in thousands)
   168,231
   
   144,837Conversion Preference Shares C
   antidilutive
   
   35,761Conversion Convertible Subordinated Bonds
   antidilutive
   
   14,451Exercise of Share Option Rights2
   2,005
   
   934170,236
   
   195,983
   1Diluted net result per share attributable to holders of ordinary shares Buhrmann NV (in euro)
   0.01
   
   0.53 Potential
       ordinary shares are only treated as dilutive when their conversion to
       ordinary shares would decrease earnings
       per share.When their conversion would increase earnings per share they
       are antidilutive and not taken into account.1
   The
       weighted average number of ordinary shares outstanding in 2004 has been
       adjusted by a factor 0.9456 to compensate for the dilution effect caused
       by the rights issue
in the first quarter of 2005.2
   Share
       Option RightsThe
        calculation is based on the assumption that the proceeds resulting from
        the exercise of options are used to acquire ordinary shares on the stock
         market. Incase the market price is higher than the exercise price, dilution
        occurs.In case the exercise
    price is higher than the market price, no dilution occurs. At 31 December
        2005 the following calculation was made: Options in the money: options granted per 2005 at an average exercise price of
   €
   3.31
   
   AAverage market price ordinary share Buhrmann in 2005
   €
   8.86
   
   BNumber of options granted and outstanding at 31 December 2005
   
   4,771,036
   
   CTheoretical
       proceeds from exercise of options
   €
   15,791,138
   
   D=CxASaving of future expensing related options
   €
   8,708,544
   
   ETotal theoretical proceeds from exercise of options
   €
   24,499,682
   
   F=D+ETheoretical purchase treasury stock at average market price
   
   2,766,327
   
   G=F/BTheoretical increase in outstanding ordinary shares
   
   2,004,709
   
   H=C-G


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                              | 97
| |  | ------------------------------------ |  | ------------------------------------------ | --
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





16
    GoodwillThe
    movements in goodwill are as follows: 2005
   
   2004Balance at 1 January:Cost
   1,827
   
   1,925Accumulated impairment
   (505
   )
   (525
   )Book value
   1,322
   
   1,400Investments
   10
   
   6Translation difference:Cost
   205
   
   (104
   )Accumulated impairment
   (38
   )
   20Total changes
   177
   
   (78
   )Balance as at 31 December:Cost
   2,042
   
   1,827Accumulated impairment
   (543
   )
   (505
   )Book value
   1,499
   
   1,322 For the allocation of goodwill to the business segments, see Note 5. Goodwill is tested for impairment at least once annually or when changes in circumstances indicate that impairment may have occurred. Under the impairment test, the fair value of the
cash-generating unit that contains the goodwill is compared to its book value, including the goodwill. Any excess of book value over fair value is recorded as an impairment of goodwill. This fair value of the cash-generating unit is calculated based
on discounted future cash flows and residual values.


---



Back to Contents

|98 |                                      | Buhrmann |                                            | Chapter
    8
|-- | ------------------------------------ | -------- | ------------------------------------------ | -------------
|   | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





17
    Internally used software The movements are as follows:Prepayments /beingTotal
   
   In use
   
   developedBalance as of 1 January 2004:Cost
   347
   
   322
   
   25Accumulated amortisation
   (204
   )
   (204
   )Accumulated impairment
   
   
   Book value
   143
   
   118
   
   25Net investment (excluding borrowing costs)
   32
   
   32
   
   Capitalised borrowing costs
   1
   
   1
   
   Put into use
   
   
   10
   
   (10
   )Amortisation
   (46
   )
   (46
   )
   Impairments
   
   
   
   
   Translation differences
   (8
   )
   (7
   )
   (1
   )Total changes
   (21
   )
   (10
   )
   (11
   )Balance as of 31 December 2004:Cost
   290
   
   276
   
   13Accumulated amortisation
   (168
   )
   (168
   )
   Accumulated impairment
   
   
   
   
   Book value
   122
   
   108
   
   13
  
  
  
  
  
  

  Net investment (excluding borrowing costs)
   35
   
   11
   
   24Capitalised borrowing costs
   1
   
   1Put into use
   
   
   18
   
   (18
   )Amortisation
   (46
   )
   (46
   )
   Impairments
   (1
   )
   (1
   )
   Translation differences
   15
   
   14
   
   1Total changes
   4
   
   (2
   )
   7Balance as of 31 December 2005:Cost
   361
   
   341
   
   20Accumulated amortisation
   (234
   )
   (234
   )
   Accumulated impairment
   (1
   )
   (1
   )
   Book value
   126
   
   106
   
   20


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 99
| |  | ---------------------------------------- |  | ---------------------------------- | --
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





18
    Other
    intangible assets The movements are as follows:CustomerTotal
   
   relations
   
   OtherBalance as of 1 January 2004:Cost
   
   
   
   
   Accumulated amortisation
   
   
   
   
   Accumulated impairment
   
   
   
   
   Book value
   
   
   
   
   Acquisition
   2
   
   2
   
   Amortisation
   
   
   
   
   Impairments
   
   
   
   
   Translation differences
   
   
   
   
   Total changes
   2
   
   2
   
   Balance as of 31 December 2004:Cost
   2
   
   2
   
   Accumulated amortisation
   
   
   
   
   Accumulated impairment
   
   
   
   
   Book value
   2
   
   2
   
   Acquisition
   6
   
   5
   
   1Amortisation
   (1
   )
   (1
   )
   Impairments
   
   
   
   
   Translation differences
   1
   
   1
   
   Total changes
   6
   
   5
   
   1Balance as of 31 December 2005:Cost
   9
   
   8
   
   1Accumulated amortisation
   (1
   )
   (1
   )
   Accumulated impairment
   
   
   
   
   Book value
   8
   
   7
   
   1


---



---



Back to Contents

|100 |  |                                      | Buhrmann |                                            | Chapter
    8
|--- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





19
    Property, plant and equipment The movements in tangible fixed assets are as follows:Land and
   
   Machinery and
   
   OtherTotal
   
   buildings
   
   equipment
   
   equipmentBalance as of 1 January 2004:Cost
   494
   
   176
   
   189
   
   129Accumulated depreciation
   (268
   )
   (66
   )
   (119
   )
   (83
   )Book value
   225
   
   110
   
   70
   
   46Net investment (excluding borrowing costs)
   31
   
   5
   
   14
   
   12Capitalised borrowing costs
   
   
   
   
   
   
   Depreciation
   (43
   )
   (10
   )
   (17
   )
   (17
   )ReclassificationTranslation differences
   (9
   )
   (5
   )
   (3
   )
   (2
   )Total changes
   (23
   )
   (10
   )
   (6
   )
   (8
   )Balance as of 31 December 2004:Cost
   472
   
   169
   
   181
   
   122Accumulated depreciation
   (270
   )
   (69
   )
   (117
   )
   (84
   )Book value
   202
   
   100
   
   64
   
   38Net investment (excluding borrowing costs)
   29
   
   1
   
   13
   
   15Capitalised borrowing costs
   
   
   
   
   
   
   Depreciation
   (42
   )
   (9
   )
   (18
   )
   (15
   )Translation differences
   19
   
   10
   
   7
   
   2Total changes
   5
   
   2
   
   2
   
   1Balance as of 31 December 2005:Cost
   515
   
   180
   
   202
   
   132Accumulated depreciation
   (308
   )
   (78
   )
   (136
   )
   (93
   )Book value
   207
   
   102
   
   66
   
   39 20
    PensionsBuhrmann
          sponsors pension plans in accordance with legal requirements and local
          customs. For most of its employees in the United States, Canada and
          Australia, Buhrmann sponsors defined contribution plans. In the United
          States, these contributions are paid into a 401K plan of an individual
          employee. Contributions for defined contribution plans are recognised
          as an expense when incurred.The total cost of the defined contribution
    plans is disclosed in Note 7. Most employees in Europe are covered by defined benefit plans. In addition Buhrmann
    has some, relatively small, defined benefit plans in the United States in
    which the benefits of the
participants are no longer increased. The defined benefit
plans in the Netherlands (domestic) and some foreign defined benefit
plans are funded with plan assets which have been segregated and restricted in
trusts. Contributions are made by Buhrmann, as necessary, to provide assets sufficient
to meet benefit obligations in accordance with, among others, legal requirements
and financing agreements with these trusts. The information below includes the funded and unfunded defined benefit plans.  Domestic plans
   
   
   
   Foreign plans
   
   
   
   Total2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004Net periodic pension expensesService cost
   (8
   )
   (7
   )
   (2
   )
   (2
   )
   (10
   )
   (9
   )Interest cost
   (31
   )
   (32
   )
   (4
   )
   (4
   )
   (35
   )
   (36
   )Expected return on plan assets
   50
   
   47
   
   3
   
   3
   
   53
   
   50Net periodic pension income/(expenses)
   11
   
   8
   
   (3
   )
   (3
   )
   8
   
   5


---

Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 101
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes
      to the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





20
      PensionscontinuedDomestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Change
      in projected benefit obligationBenefit
      obligation at beginning of year
    639
    
    584
    
    75
    
    70
    
    714
    
    654Service
      cost
    8
    
    7
    
    2
    
    2
    
    10
    
    9Interest
      cost
    31
    
    32
    
    4
    
    4
    
    35
    
    36Plan
      participants contributions
    
    
    
    
    1
    
    1
    
    1
    
    1Actuarial
      (gain)/loss
    80
    
    48
    
    6
    
    4
    
    86
    
    52Benefits
      paid
    (33
    )
    (32
    )
    (4
    )
    (4
    )
    (37
    )
    (36
    )Settlement
    (4
    )
    
    
    
    
    
    
    (4
    )
    Currency
      translation adjustments
    
    
    
    
    4
    
    (2
    )
    4
    
    (2
    )Other
    4
    
    
    
    
    
    
    
    4
    
    Projected
      benefit obligation at end of year
    725
    
    639
    
    88
    
    75
    
    813
    
    714 Domestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Change
      in plan assetsFair value
      of plan assets at beginning of year
    734
    
    694
    
    43
    
    40
    
    777
    
    734Estimated
      return on plan assets
    50
    
    47
    
    3
    
    3
    
    53
    
    50Actuarial
      gains/(losses)
    58
    
    22
    
    1
    
    0
    
    59
    
    22Total actual
      return on plan assets
    108
    
    69
    
    4
    
    3
    
    112
    
    72Employers
      contribution
    3
    
    3
    
    4
    
    3
    
    7
    
    6Plan participants
      contributions
    
    
    
    
    1
    
    1
    
    1
    
    1Benefits
      paid
    (33
    )
    (32
    )
    (3
    )
    (3
    )
    (36
    )
    (35
    )Settlement
    (4
    )
    
    
    
    
    
    
    (4
    )
    Currency
      translation adjustments
    
    
    
    
    3
    
    (1
    )
    3
    
    (1
    )Other
    4
    
    
    
    
    
    
    
    4
    
    Fair
      value of plan assets at end of year
    812
    
    734
    
    52
    
    43
    
    864
    
    777 Domestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Funded
      status/prepaid/(accrued) benefit cost
    87
    
    95
    
    (36
    )
    (32
    )
    51
    
    63 Movement
      in the amounts recognised in the balance sheet:2005
    
    
    
    
    
    
    
    2004Pension
      provision
    
    
    
    Pension
      provisionNet
      pension
    
    
    
    
    
    
    Net
      pensionasset
      for
    Funded
    
    Unfunded
    
    
    
    asset
      for
    Funded
    
    Unfundedfunded
      plans
    plans
    plans
    Total
    
    funded
      plans
    plans
    plans
    TotalBeginning
      of year
    97
    
    (19
    )
    (15
    )
    (34
    )
    113
    
    (17
    )
    (15
    )
    (32
    )Net period
      pension expenses
    11
    
    (2
    )
    (1
    )
    (3
    )
    9
    
    (2
    )
    (1
    )
    (3
    )Contributions
    3
    
    4
    
    
    
    4
    
    3
    
    3
    
    
    
    3Benefits
      paid
    
    
    
    
    2
    
    2
    
    
    
    
    
    1
    
    1Recognised
      actuarial gains/(losses)
    (21
    )
    (4
    )
    (3
    )
    (7
    )
    (27
    )
    (4
    )
    
    
    (4
    )Settlement
    
    
    Currency
      translation adjustments
    
    
    (1
    )
    
    
    (1
    )
    
    
    1
    
    
    
    1End
      of year
    90
    
    (22
    )
    (17
    )
    (39
    )
    97
    
    (19
    )
    (15
    )
    (34
    )  Actuarial
  losses of €27 million in 2005 and €31 million in 2004 were recorded
  directly in shareholders equity. The accumulative amount of actuarial
  losses recorded directly in shareholders equity at 31 December 2005 was
  €58 million.


---



Back to Contents

|102 |  |                                      | Buhrmann |                                            | Chapter
    8
|--- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes
    to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





20
      PensionscontinuedDomestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Accumulated
      benefit obligation at end of year
    704
    
    619
    
    79
    
    67
    
    783
    
    686Projected
      benefit obligation exceeds
      fair value of plan assets:Benefit
      obligation
    (3
    )
    (2
    )
    (88
    )
    (75
    )
    (91
    )
    (77
    )Plan
      assets
    
    
    
    
    52
    
    43
    
    52
    
    43Accumulated
      benefit obligation exceedsfair value of plan assets:Benefit
      obligation
    (3
    )
    (2
    )
    (79
    )
    (67
    )
    (82
    )
    (69
    )Plan
      assets
    
    
    
    
    52
    
    43
    
    52
    
    43 The accumulated benefit obligation excludes expected benefit increases due to
expected salary increases. The pension
  benefits expected to be paid in each of the next five years and in the aggregate
  for the five years thereafter are as follows: Domestic
      plans
    
    Foreign
      plans
    
    Total2006
    
    33
    
    3
    
    362007
    
    34
    
    3
    
    372008
    
    34
    
    3
    
    372009
    
    34
    
    5
    
    392010
    
    34
    
    5
    
    3920112015
    
    181
    
    31
    
    212 The employers
    contribution expected to be paid in each of the next five years and in the
  aggregate for the five years thereafter is as follows: Domestic
      plans
    
    Foreign
      plans
    
    Total2006
    
    3
    
    3
    
    62007
    
    3
    
    3
    
    62008
    
    3
    
    3
    
    62009
    
    3
    
    3
    
    62010
    
    3
    
    3
    
    620112015
    
    15
    
    14
    
    29 The weighted average asset allocation of the funded defined benefit plans at
31 December 2005 and 2004 and target allocation for the year 2006 are as follows: Domestic
      plans
    
    
    
    
    
    Foreign
      plansTarget
    
    Allocation
    
    Allocation
    
    Target
    
    Allocation
    
    Allocation2006
    
    2005
    
    2004
    
    2006
    
    2005
    
    2004Asset
      category:Equity
      securities
    30%
    
    33%
    
    33%
    
    55%
    
    54%
    
    71%Debt securities
    60%
    
    50%
    
    58%
    
    29%
    
    28%
    
    2%Real estate
    10%
    
    9%
    
    9%
    
    
    
    
    
    Cash
    
    
    8%
    
    
    
    
    
    3%
    
    1%Other (including
      insurance contracts)
    
    
    
    
    
    
    16%
    
    15%
    
    26%  At 31 December 2005, the cash held by the pension fund in the Netherlands was
mainly for the transfer of the pensions obligations and related assets with regard
to the former paper merchanting division which is expected to take place in the
first quarter of 2006.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 103
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes
    to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





20PensionscontinuedThe
  weighted average assumptions used to measure net periodic pension expenses
  were as follows: Domestic
      plans
    
    
    
    Foreign
      plans2005
    
    2004
    
    2005
    
    2004Discount
      rate
    4.9
    %
    5.5
    %
    5.4
    %
    5.7
    %Expected
      return on plan assets:Equity
      securities
    8.5
    %
    8.5
    %
    8.5
    %
    8.5
    %Debt securities
    5.5
    %
    5.5
    %
    5.5
    %
    5.5
    %Real estate
    8.0
    %
    8.0
    %
    8.0
    %
    8.0
    %Other
    8.0
    %
    8.0
    %
    8.0
    %
    8.0
    %Average
    7.0
    %
    7.0
    %
    7.1
    %
    7.1
    %Rate of
      compensation increase
    3.0
    %
    3.0
    %
    3.3
    %
    3.5
    %Increase
      of state pension
    2.0
    %
    2.0
    %
    2.0
    %
    2.5
    %Pension
      increases
    2.0
    %
    2.0
    %
    2.0
    %
    2.5
    % The weighted
    average assumptions used to measure the projected benefit obligation were
  as follows: Domestic
      plans
    
    
    
    Foreign
      plans2005
    
    2004
    
    2005
    
    2004Discount
      rate
    4.0
    %
    4.9
    %
    4.7
    %
    5.4
    %Rate of
      compensation increase
    2.75
    %
    3.0
    %
    3.2
    %
    3.4
    %Increase
      of state pension
    1.75
    %
    2.0
    %
    2.0
    %
    2.3
    %Pension
      increases
    1.75
    %
    2.0
    %
    2.0
    %
    2.3
    % The discount rate used is the interest on high-quality (AA rated) corporate bonds
that have a maturity approximating the terms of the related obligations. In estimating
expected return on plan assets appropriate consideration is taken into account
of historical performance for the major asset classes held or anticipated to
be held by the applicable pension funds and of current forecasts of future rates
of return for those asset
classes. The following
  table shows the effect on total net pension income (for the domestic and foreign
  plans) in 2005 of a change in discount rate and/or a change in the expected
  return on plan assets: Change
      in discount rate-0.25%
    
    
    
    +0.25%-0.25%
    
    1
    
    (2
    )
    (5
    )Change
      in expected return on plan assets
    
    
    3
    
    
    
    (3
    )+0.25
    %
    5
    
    2
    
    (1
    ) A 0.25%
    lower or higher discount rate at 31 December 2005 would have resulted in
    an approximately€25
  million higher or lower projected benefit obligation. The ambition of the Dutch pension trusts investment policies
is to reach an optimum between maximising return on plan assets in the long-term
while keeping contributions stable with the aim to grant, with a high likelihood,
indexation for consumer price inflation of the benefits. In order to achieve
this stability, a sufficient funding level is being maintained. Investments in
debt securities are mostly made when they bear fixed
interest. The policy is to hedge up to 50% of the currency risks related to investments
in equity securities and in real estate. Currency risks related to investments
in debt securities in currencies other than the euro are in principle completely
hedged. At 31 December 2005 and 2004, pension plan assets of the Dutch pension
trust did not include Buhrmann shares.


---



Back
    to Contents

|104 |                                          | Buhrmann |                                            | Chapter
        8
|--- | ---------------------------------------- | -------- | ------------------------------------------ | -----------------
|    | 2005
        Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to
    the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





21 Other
      non-current assetsThe movements
in other non-current assets are as follows: Financial
   
   CapitalisedTotal
   
   receivables
   
   financing
    costsBook value 31 December 2004
   24
   
   19
   
   5Investments/capitalised costs
   1
   
   1
   
   1Amortisation of financing costs
   (2
   )
   
   
   (2
   )Translation differences
   3
   
   2
   
   1Book value 31 December 2005
   26
   
   21
   
   5 Financial receivables relate to deposits for trust owned life insurances and
security deposits. Financing fees are the capitalised transaction expenses related to long-term borrowings with variable outstanding amounts. The capitalised financing fees are amortised on a straight-line basis
over the expected useful life of the related debt instrument. 22
Inventories 31
    December
   
   31
    December2005
   
   2004Trade
    goods
   487
   
   435Provision
    for impairment
   (34
   )
   (32
   )Book value
   453
   
   403 The movements in the provision for impairment are shown on page 129. The amount
of inventory recognised as an expense in 2005 was€4,114
million (2004: €3,882 million). 23 Trade
receivables 31
    December
   
   31
    December2005
   
   2004Gross amount
   897
   
   778Allowance for doubtful accounts receivable
   (23
   )
   (24
   )Book value
   874
   
   754 The movements in the allowance for doubtful accounts receivable are shown on
page 129. As at 31 December 2005, an amount of €321
million of trade receivables were pledged under the trade receivables securitisation
programme (see Note 29). The receivables and borrowings related to this programme
are included in the Consolidated Balance Sheet. 24 Prepaid
expenses and accrued income 31
    December
   
   31
    December2005
   
   2004Accrued income
   106
   
   94Prepaid expenses
   82
   
   64Total
   188
   
   158 Accrued income consists mainly of supplier rebates and catalogue contributions. Prepaid expenses includes prepayments for employee benefit expenses and other operating costs (such as rent and insurance premiums). 25 Bank
and cash 31
    December
   
   31
    December2005
   
   2004Cash at bank and in hand
   114
   
   116Short-term bank deposits
   
   
   38Total
   114
   
   154


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
        8                          | 105
| |  | ---------------------------------------- |  | ------------------------------------------ | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





26 Ordinary shares and Preference Shares A, B and CUnder
IFRS, Buhrmann
NVs ordinary shares are recorded as shareholders equity. Buhrmann NVs
Preference Shares A are recorded as liabilities as well as the Preference Shares
C until their repurchase in 2005 (see Note 35). There were no Preference Shares
B issued during 2005 and 2004. Under Dutch Law, Buhrmann
NVs ordinary shares, Preference Shares A and B are part of shareholders equity
as well as the Preference Shares C until their repurchase in 2005. Share capitalOn 31 March 2005 we completed the repurchase of all outstanding Preference Shares C in the capital of the Company. Upon completion our Articles of Association were amended in order to convert
the Preference Shares C into ordinary shares and the authorised share capital was increased. As of 31 December 2005, our authorised share capital amounted to €1,080,000,000,
divided into 395,000,000 ordinary shares, 55,000,000 Preference Shares A, and
450,000,000 Preference Shares B, with a nominal value of €1.20 per share each.
The ordinary shares may, at the option of the Buhrmann shareholders, be bearer
shares or registered shares. The issued bearer ordinary shares are represented
by one single share certificate, the Necigef Global Certificate. The Preference
Shares A and B are registered shares. In order to finance part of the purchase price for the Preference Shares C, we made a rights offering pursuant to which 39,312,904 ordinary shares were issued on 24 March 2005 against an issue
price of €6.37
per share. As of 31 December 2005, the issued share capital was divided into 179,324,704 ordinary shares and 53,281,979 Preference Shares A, all of which have been fully paid up. No Preference Shares B
were issued as of 31 December 2005. 27
Shareholders equity Number
    of ordinary shares
   
   
   
   Additional
   
   Treasury
   
   Other
    reserves
   
   Hedge
   
   Retained
   
   ShareholdersIssuedand
    fully
   
   
   Cumulativein millions
    of euro,
   
   paid
    up
   paid
    in
   shares,
   Option
   translationexcept
    number of shares
  Issued
  
  Treasury
  
  Outstanding
  capital
  capital
  at
    cost
  reserve
  adjustment
  reserve
  earnings
  equityBalance
    at1
    January 2004
   136,691,918
   
   (526,155
   )
   136,165,763
   
   164
   
   1,521
   
   (10
   )
   22
   
   
   
   (6
   )
   (619
   )
   1,072Total
    recognisedincome
    and expense
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (87
   )
   1
   
   68
   
   (18
   )Dividend
    2003
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (4
   )
   (4
   )Issued
    shares forstock
    dividend
   1,434,610
   
   (5,209
   )
   1,429,401
   
   2
   
   3
   
   
   
   
   
   
   
   
   
   
   
   5Options
    lapsed
   
   
   
   
   
   
   
   
   
   
   
   
   (3
   )
   
   
   
   
   3
   
   Addition
    option reserveshare-based
    payments
   
   
   
   
   
   
   
   
   
   
   
   
   6
   
   
   
   
   
   
   
   6Balance
    at31
    December 2004
   138,126,528
   
   (531,364
   )
   137,595,164
   
   166
   
   1,524
   
   (10
   )
   25
   
   (87
   )
   (5
   )
   (552
   )
   (1,062
   )Changes
    for 2005:Total
    recognisedincome
    and expense
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   180
   
   5
   
   (19
   )
   166Dividend
    2004
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (12
   )
   (12
   )Issued
    shares
   41,198,176
   
   (43,628
   )
   41,154,548
   
   49
   
   189
   
   
   
   
   
   
   
   
   
   
   
   238Repurchase
    sharesCE Australia
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (10
   )
   (10
   )Options
    lapsed
   
   
   
   
   
   
   
   
   
   
   
   
   (8
   )
   
   
   
   
   8
   
   Addition
    optionreserve
    share-based
    payments
   
   
   
   
   
   
   
   
   
   
   
   
   7
   
   
   
   
   
   
   
   7Balance
    at31
    December 2005
   179,324,704
   
   (574,992
   )
   178,749,712
   
   215
   
   1,713
   
   (10
   )
   24
   
   93
   
   
   
   (586
   )
   1,450


---



Back
    to Contents

|106 |  |                                      | Buhrmann |                                            | Chapter
    8
|--- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements

Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





28
Deferred taxesThe
movement in the components of deferred tax assets and liabilities is as follows: Tax
    losscarry-forwards
   
   Other
   
   TotalDeferred tax assetsBalance at 1 January 2004
   343
   
   96
   
   439(Charged)/credited to income statement
   (26
   )
   36
   
   10(Charged)/credited to equity
   
   
   1
   
   1Reclassifications
   
   
   (28
   )
   (28
   )Transfers to current tax
   
   
   1
   
   1Translation differences
   (22
   )
   (5
   )
   (27
   )Balance at 31 December 2004
   295
   
   101
   
   396(Charged)/credited to income statement
   26
   
   (23
   )
   3(Charged)/credited o equity
   
   
   (1
   )
   (1
   )Reclassifications
   
   
   (22
   )
   (22
   )Transfers to current tax
   3
   
   3
   
   6Translation differences
   41
   
   13
   
   54Balance at 31 December 2005
   365
   
   71
   
   436 Deferred tax assets are recognised to the extent that it is probable that future
taxable profit will be available. The amount of estimated future taxable profit
for this purpose is based on the budget for the succeeding year and multi-year
forecasts.  Accelerateddepreciation
   
   
   
   Fair
    valueand
    amortisation
   
   Pensions
   
   gains
   
   Other
   
   TotalDeferred
    tax liabilitiesBalance at 1 January 2004
   95
   
   40
   
   13
   
   69
   
   217Charged/(credited) to income statement
   (8
   )
   
   
   (2
   )
   (16
   )
   (26
   )Charged/(credited) to equity
   
   
   (8
   )
   
   
   
   
   (8
   )Reclassifications
   (28
   )
   
   
   
   
   
   
   (28
   )Transfers to current
   
   
   
   
   
   
   
   
   Translation differences
   (6
   )
   
   
   
   
   
   
   (6
   )Balance
    at 31 December 2004
   53
   
   32
   
   11
   
   53
   
   149Charged/(credited) to income statement
   
   
   1
   
   (2
   )
   (1
   )
   (2
   )Charged/(credited) to equity
   
   
   (6
   )
   
   
   
   
   (6
   )Reclassifications
   (22
   )
   
   
   
   
   
   
   (22
   )Transfers to current
   4
   
   
   
   
   
   
   
   4Translation differences
   12
   
   
   
   
   
   
   
   12Balance
    at 31 December 2005
   47
   
   27
   
   9
   
   52
   
   136


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                      | 107
| |  | ------------------------------------ |  | ---------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin
millions of euro, unless stated otherwise



28 Deferred taxescontinuedCertain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

|                                                                                                                                                    |                 |  |                 | 
|--------------------------------------------------------------------------------------------------------------------------------------------------- | --------------- |  | --------------- | 
|                                                                                                                                                    | Balance
    at  |  | Balance
    at  | 
|                                                                                                                                                    | 31
    December |  | 31
    December | 
|                                                                                                                                                    | 2005            |  | 2004            | 
|                                                                                                                                                    |                 |  |                 | 
|Deferred tax assets                                                                                                                                 | 436             |  | 396             | 
|Deferred tax liabilities                                                                                                                            | 136             |  | 149             | 
|                                                                                                                                                    |                 |  |                 | 
|                                                                                                                                                    |                 |  |                 | 
|Buhrmann
       has operating loss carry-forwards at 31 December 2005 of approximately
    €1,999 million . Expiration is approximately as follows: |                
|                                                                                                                                                    |                 |  |                 | 
|2006 to 2010                                                                                                                                        |                 |  | 53              | 
|                                                                                                                                                    |                 |  |                 | 
|2011 to 2016                                                                                                                                        |                 |  |                | 
|                                                                                                                                                    |                 |  |                 | 
|2017 to 2022                                                                                                                                        |                 |  | 423             | 
|                                                                                                                                                    |                 |  |                 | 
|Unlimited                                                                                                                                           |                 |  | 1,523           | 
|                                                                                                                                                    |                 |  |                 | 
|                                                                                                                                                    |                 |  | 1,999           | 
|                                                                                                                                                    |                 |  |                 | 

For an amount of€427
million of these operating loss carry-forwards no deferred tax assets were recognised
in the balance sheet as at 31 December 2005 due to the fact that future realisation
is not foreseen.

|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|-------------------------- | ------------- | - | ------------ | - | ----------- | - | -------------- | - | -------------- | - | ----------- |  | ----- | - | ----------- | - | ----- |  | ----- | -
|                           |               |   |              |   |             |   | High
    Yield |   | High
    Yield |   |             |  | Term  |   |             |   |       |  |       |  
|                           | Preference    |   | Preference   |   | Convertible |   | Bonds
    due  |   | Bonds
    due  |   | Term        |  | Loans |   | Securitised |   |       |  |       |  
|                           | Shares
    A* |   | Shares
    C |   | Bond        |   | 2014           |   | 2015           |   | Loans
    A |  | B/C/D |   | notes       |   | Other |  | Total |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Balance as at              |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|31 December 2004:          |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Redemption
    value       | 181           |   | 294          |   | 115         |   | 110            |   |               |   | 112         |  | 417   |   | 74          |   | 28    |  | 1,331 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Accretion/option
    value |              |   | (17          | ) | (35         | ) |               |   |               |   |            |  |      |   |             |   |      |  | (52   | )
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Financing
    fees         | (3            | ) | 0            |   | (2          | ) | (5             | ) |               |   | 0           |  | (2    | ) | (2          | ) | 0     |  | (14   | )
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Net (amortised
    cost)   | 178           |   | 277          |   | 78          |   | 105            |   |               |   | 112         |  | 415   |   | 72          |   | 28    |  | 1,265 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Current                    | 0             |   | 0            |   | 0           |   | 0              |   |               |   | 16          |  | 4     |   | 0           |   | 13    |  | 33    |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Long-term                  | 178           |   | 277          |   | 78          |   | 105            |   |               |   | 96          |  | 411   |   | 72          |   | 15    |  | 1,232 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Balance
    as at          |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|31
    December 2005:      |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Redemption
    value       | 181           |   |             |   | 115         |   | 127            |   | 127            |   | 96          |  | 469   |   | 85          |   | 35    |  | 1,236 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Accretion/option
    value |              |   |             |   | (30         | ) |               |   |               |   |            |  |      |   |            |   |      |  | (30   | )
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Financing
    fees         | (3            | ) |             |   | (2          | ) | (6             | ) | (6             | ) | 0           |  | (3    | ) | (1          | ) | 0     |  | (22   | )
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Net (amortised
    cost)   | 178           |   |             |   | 83          |   | 121            |   | 121            |   | 96          |  | 466   |   | 84          |   | 35    |  | 1,184 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Current                    | 0             |   |             |   | 0           |   | 0              |   | 0              |   | 16          |  | 5     |   | 0           |   | 25    |  | 46    |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|Long-term                  | 178           |   |             |   | 83          |   | 121            |   | 121            |   | 80          |  | 461   |   | 84          |   | 10    |  | 1,138 |  
|                           |               |   |              |   |             |   |                |   |                |   |             |  |       |   |             |   |       |  |       |  
|

|* | The
    Preference Shares A are perpetual and do not have a redemption date.
|- | ----------------------------------------------------------------------------

Preference Shares ADetails about the Preference Shares A are given in Note 26. The financing fees related to the Preference Shares A are not amortised as the Preference Shares A are non-redeemable. The annual
dividend is recorded as an interest expense.

---



Back
      to Contents

|108 |  |                                      | Buhrmann |                                            | Chapter
    8
|--- |  | ------------------------------------ | -------- | ------------------------------------------ | -------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial
Statements



Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise



29 Long-term borrowingscontinued
Preference
Shares COn 28 October 1999, Preference Shares C were issued to two U.S. venture capital groups, Apollo Management IV L.P. and Bain Capital, LLC to provide part of the financing of the acquisition of
Corporate Express. In 2005, the Preference Shares C were repurchased for an amount of US$520 million which resulted in a loss of €85
million (see Note 35).

The Preference Shares C had a conversion option. The conversion
option was separately valued at fair value and recorded under other non-current liabilities. The liability component
was stated as long-term borrowings at amortised cost using an effective
interest of 11.2%.

Convertible Bond
A seven-year Subordinated Convertible Bond Loan with listing at the Amsterdam Stock Exchange was issued in 2003 for an amount of €115
million, with a coupon of 2% payable annually on 18 June. At 31 December 2005,
the bonds are convertible by the option of the holders into Buhrmann ordinary
shares at a conversion price of €7.78 per share. The conversion price is adjusted
annually, among others, for cash dividend. This loan must be redeemed on or before
18 December 2010. Buhrmann has the option to redeem the loan after 9 July 2008
if the official closing price of Buhrmanns ordinary shares has been in
excess of 150% of the conversion price for 20 trading days in a period of 30
trading days. The Convertible Bonds were issued at par. The market value of the
Convertible Bond at 31 December 2005 amounted to €191 million.

The conversion option was measured at issue of this bond using the
residual method after deduction of the liability component (measured at fair
value) and recorded directly in
shareholders equity. The liability component is stated at amortised cost
(fair value less financing fees) using an effective interest rate of 9.25%.

High Yield Bonds due 2014
A ten-year, Subordinated Bond Loan was issued in 2004 for the amount of US$150 million (2014 Notes), with a coupon of 81/4%, payable semi-annually. This loan must be redeemed on 1 July 2014. At any time before 1 July 2007, Buhrmann can choose to redeem up to 35% of this loan at a
redemption price of 108.25% of the principal amount, with proceeds raised in one or more equity offering made by Buhrmann, as long as certain conditions are met. Thereafter, the whole loan, or part of it, can be redeemed at contractual rates above
par (starting at 1July 2009 at 104.125%, decreasing annually).

This High Yield Bond is stated at amortised cost using an effective interest rate of 9.02%.

The market value of this High Yield Bond at 31 December 2005 amounted to US$151 million (€128
million).

High Yield Bonds due 2015
A ten-year, Subordinated Bond Loan was issued in 2005 for the amount of US$150 million (2015 Notes), with a coupon of 7 7/8%, payable semi-annually. This loan must be redeemed on 1 March 2015. At any time before 1 March 2008, Buhrmann can choose to redeem up to 35% of this loan at a
redemption price of 107.875% of the principal amount, with proceeds raised in one or more equity offerings made by Buhrmann, as long as certain conditions are met. Thereafter, the whole loan, or part of it, can be redeemed at contractual rates above
par (starting from 1 March 2010 at 103.938%, decreasing annually).

This High Yield Bond is stated at amortised cost using an effective interest rate of 8.65%.

The market value of this High Yield Bond at 31 December 2005 amounted to US$147 million (€125
million).

Senior Facilities Agreement (Term Loan s A, B, C and D and Revolver)
The Senior Facilities Agreement was arranged in 2003 and funded on 31 December 2003. The Senior Facilities Agreement consisted of a Term Loan A of €120 million and Term Loans B with tranches
of €50 million and US$380 million plus a working capital facility of €255 million
(Revolver). The collateral provided for the Senior Facilities Agreement is a
pledge on assets of Buhrmann NV, including all its material existing and future
operating companies in the United States and the Netherlands. Borrowings under
the Senior Facilities Agreement bear interest at floating rates related to LIBOR
for the relevant currency for varying fixed interest periods. The interest rate
margins vary with the leverage ratio
(pricing grid). The initial margin for both the Revolver and the Term Loan A
is 2.50% and for the Term Loans B 2.75%. The Revolver carries a fee of 0.75%
for the undrawn balance. The documentation of the Senior Facilities Agreement
allows for an increase in the Revolver as well as increases in Term Loans subject
to meeting certain conditions such as a maximum leverage ratio. This gives the
Company the opportunity to raise funds under the existing arrangements.

In July 2004, the Term Loans B were converted into Term Loans C. At the same time, the Term Loans C were increased by US$125 million and the initial interest rate margin was decreased to
2.50%. Subsequently, the Senior Facilities Agreement consisted of the Term Loan A of €112
million, the Term Loans
C with tranches of €50 million and US$503 million and the Revolver of €255 million.
On 30 November 2005 the Term Loans C were converted into the Term Loans D thereby
reducing the applicable margin over LIBOR with 0.75%. At 31 December 2005 the
applicable margins were 2.25% and 1.75% for the Term Loans A and D, respectively.

---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 109
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin
millions of euro, unless stated otherwise



29 Long-term borrowingscontinuedThe interest rates in effect at 31 December 2005 and 2004 were as follows:

|                        |       |  |       | 
|----------------------- | ----- |  | ----- | 
|                        | 2005  |  | 2004  | 
|                        |       |  |       | 
|Term Loan
        A EUR | 4.72% |  | 4.41% | 
|                        |       |  |       | 
|Term Loan
        C EUR |      |  | 4.66% | 
|                        |       |  |       | 
|Term Loan
        D EUR | 4.22% |  |      | 
|                        |       |  |       | 
|Term Loan
        C USD |      |  | 4.94% | 
|                        |       |  |       | 
|Term Loan
        D USD | 6.20% |  |      | 
|                        |       |  |       | 
|

The market value of the Senior Facilities Agreement is primarily determined by
credit status. Interest rate developments have a limited influence since these
loans have a floating interest. Although these loans are not traded publicly,
indication of market values can be obtained through the agent. The market value
at 31 December 2005 approximated the book value.

The Senior Facilities Agreement is subject to a variety of conditions
as is customary for these types of facilities and the financial position of Buhrmann.
For example, specific minimum or
maximum financial ratios (covenants) must be met such as:

|Interest
    coverage ratio: | EBITDA/interest
    expense                     
|---------------------------- | ------------------------------------------------
|Fixed
    charge ratio:      | EBITDA
    + rent + lease expenses/fixed charges
|Leverage
    ratio:          | Indebtedness/EBITDA                             

The definitions of certain accounting numbers for covenant calculation
purposes (for example: operating result before depreciation of tangible fixed
assets and internally used software and before amortisation and impairment of
goodwill (EBITDA) as well as exceptional items and indebtedness)
differ from figures as published in these Consolidated Financial Statements due
to specific contractual arrangements which are derived from our former Dutch
GAAP reporting conventions. Also, income statement items used in covenants are
calculated on a rolling 12 monthly basis. More detailed information on the covenant
levels is available on the web site of Buhrmann. The actual
covenant ratios at 31 December 2005 comply with the threshold ratios as per loan
covenants.

The Term Loans C and D are stated at amortised cost using an average
effective interest rate of 5.84% for the USD denominated loans and 4.65% for
the EUR denominated loans. The Revolver is stated at its redemption value and
the related financing fees are recorded as capitalised financing fees under other non-current assets.
The Term Loans A are also stated at their redemption as no financing fees are
allocated to these
loans.

Securitised NotesThe Company has a trade receivable securitisation programme under which funds are raised by pledging trade receivables from subsidiaries in the USA as security for short-term and medium-term
borrowings. Both trade receivables and borrowings related to this programme are included in the Consolidated Balance Sheet. The transactions under this programme are treated as collaterised borrowings.

The Short Term Notes are issued in USD, reflecting the currency of the pledged
    receivables. The amount of Short Term Notes outstanding against the receivables
    pledged fluctuates as a result of  liquidity requirements, advance rates
    calculated and invoices outstanding. No Short Term Notes were outstanding
    during 2004 and 2005. To ensure availability of re-financing for the Notes,
    a back up liquidity facility has been arranged.

In July 2002, Medium Term Notes in USD and GBP were issued. As a consequence of the sale of the paper merchanting division, the collateral for the Notes denominated in GBP in the form of
receivables denominated in GBP generated by paper merchanting companies in the U.K., no longer existed. At 31 December 2005, US$100 million of Medium Term Notes were outstanding.

The Medium Term Notes are stated at amortised cost using an average effective interest rate of 4.64% .

The market value of the Medium Term Notes approximates their book value as the Notes bear variable interest and have relatively short maturities.

The Securitised Notes are stated at their redemption value and the
related financing fees are recorded as capitalised financing fees under other non-current assets.

The trade receivables securitisation programme raises funds by pledging trade receivables from operating companies in the United States as security for short-term and medium-term borrowings
which is treated as collaterised borrowings. The receivables and borrowings related to this programme are included in the Consolidated Balance Sheet.

---



Back to Contents

|110 |                                      | Buhrmann |                                        | Chapter
        8
|--- | ------------------------------------ | -------- | -------------------------------------- | -----------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements



Notes to
    the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





29
  Long-term borrowingscontinuedThe
  operating companies sell their trade receivables to Buhrmann Silver US LLC,
  which in turn pledge the trade receivables to third-party dedicated entities
  as security for short-term borrowings in the form of short term notes (Short
  Term Notes). The programme delivers funding at attractive rates and at the
  same time diversifies sources of capital and increases financial flexibility. The transactions relating to the Trade Receivable Securitisation Programme are as follows: The Originators in the United States contribute their receivables to Buhrmann Silver US LLC (the U.S. Master Purchaser), which is a partnership with the Originators as partners. The U.S.
Master Purchaser issues notes (Buhrmann U.S. Notes) to Buhrmann Silver Financing, LLC (the Silver Note Issuer) and Silver Funding Ltd (the MTN issuer). With the Buhrmann U.S. Notes as collateral the MTN issuer has issued Medium Term Notes, which are listed on the Luxembourg Stock Exchange, in US dollars and euro. As the euro denominated notes
have the U.S. dollar pool as their primary collateral, the Medium Term Notes outstanding in euro have been swapped to U.S. dollar until maturity of the Medium Term Notes. The shares of Silver Funding Ltd are held by the Silver Funding Charitable
Trust, which is controlled by a board that is independent from Buhrmann. The Silver Note Issuer has the ability to issue Silver Notes to Erasmus Capital Corporation with the Buhrmann U.S. Notes as collateral. With the Silver Notes as collateral Erasmus Capital
Corporation can raise short-term funds in the market. The Silver Note issuer is a wholly owned Buhrmann subsidiary and Erasmus Capital Corporation is a Delaware company sponsored by Rabobank International. Buhrmann Stafdiensten B.V. (a Dutch Buhrmann subsidiary) services the programme. Average effective interest rateThe average blended effective cash interest rate, including margin and dividend on preference shares, was 6.9% in 2005 and 8.4% in 2004. Repayment
    schedule for long-term borrowings2006
    
    2007
    
    2008
    
    2009
    
    >2009
    
    Perpetual
    
    Total
    
    Fair
      valueFixed
      rate debt:Preference Shares A
    
    
    
    
    
    
    
    
    
    
    181
    
    181
    
    166High
      Yield Bonds due 2014
    
    
    
    
    
    
    
    
    127
    
    
    
    127
    
    128High
      Yield Bonds due 2015
    
    
    
    
    
    
    
    
    127
    
    
    
    127
    
    125Subordinated
      Convertible Bonds
    
    
    
    
    
    
    
    
    115
    
    
    
    115
    
    191Other
    
    
    
    
    
    
    2
    
    
    
    
    
    2
    
    2Total
      redemption valuefixed
      rate debt
    
    
    
    
    
    
    2
    
    369
    
    181
    
    552
    
    611Variable
      rate debt:Account
      receivables securitisation
    
    
    85
    
    
    
    
    
    
    
    
    
    85
    
    85Term
      Loan A
    16
    
    26
    
    26
    
    27
    
    
    
    
    
    96
    
    96Term
      Loans D
    5
    
    5
    
    5
    
    5
    
    449
    
    
    
    469
    
    469Other
    25
    
    9
    
    
    
    
    
    
    
    
    
    34
    
    34Total
      redemption valuevariable
      rate debt
    46
    
    125
    
    31
    
    32
    
    449
    
    181
    
    684
    
    684Total
      redemption value
    46
    
    125
    
    31
    
    34
    
    818
    
    181
    
    1,236
    
    1,295 The fair
    values of Buhrmanns fixed rate loans have been estimated based on applicable
    market interest rates available to Buhrmann for instruments of a similar
    nature and maturity. The fair value of variable rate debt approximates the
    carrying value. For cash, trade receivables, other short-term assets, trade
    payable, accrued liabilities and other short-term liabilities, the carrying
    value of these financial instruments approximates their fair value owing
  to the short-term maturities of these assets and liabilities. The instalments
  in 2006 of €4 million per quarter for Term Loans A and approximately €1 million
  per quarter for Term Loans D fall due in March, June, September and December.
  Other includes the Revolver and Medium Term Securitised Notes. There were no
  Short Term Securitised Notes outstanding at 31 December 2005. The average remaining
  term of long-term debt, excluding Preference Shares A, is approximately four
  years.


---

---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 111
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes
  to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





30 Other
      provisionsThe
  movements in provisions other than pensions are as follows: Integration
      andTotal
    
    restructuring
    
    OtherPosition
      at 31 December 2004:Non-current
    85
    
    11
    
    74Current
    18
    
    8
    
    10Total
    103
    
    19
    
    84Payments
    (18
    )
    (7
    )
    (11
    )Additions
      charged to result
    21
    
    17
    
    4Releases
      to result/usage
    (6
    )
    (5
    )
    (1
    )Translation
      differences
    2
    
    1
    
    1Total
      changes
    (1
    )
    6
    
    (7
    )Position
      at 31 December 2005:Non-current
    67
    
    10
    
    57Current
    33
    
    15
    
    19Total
    101
    
    25
    
    77 The long-term balance at 31 December reflects amounts payable after more than
one year. Amounts payable within one year are recorded as current provisions. Integration and restructuringProvisions for integration and restructuring mainly relate to the cost-saving restructuring measures in the Office Products operations in North America and Europe. OtherOther provisions include primarily warranties regarding indemnifications with respect to divested businesses and various other contractual risks. Also included is the provision for product warranties relating to potential liabilities in the event products delivered or services rendered do not meet the agreed qualities, in those cases
that the guarantee period has not yet expired. The additions charged to result only relate to warranties issued during 2005 and are calculated as a percentage of net sales. This percentage is based on past experience. 31 Financial market risksBuhrmann is exposed to financial market risks, including adverse changes in interest rates, currency exchange rates and availability of short-term liquidity. Our financial policies are
designed to mitigate these risks by restricting the impact of interest and currency movements on our financial position while safeguarding an adequate liquidity profile. The financing policy aims to maintain a capital structure which enables us to achieve our Group strategic objectives and daily operational needs. The degree of flexibility of the capital
structure, including appropriate access to capital markets, the financing of working capital fluctuations and the costs of financing (optimal weighted average cost of capital) are factors taken into consideration. With respect to the level of debt
financing, Buhrmann focuses on cash interest cover (operating result before depreciation of tangible fixed assets and internally used software and other intangible assets and before special items over cash interest) and the relationship between
borrowings and total enterprise value (market value based leverage, which is calculated by using the market capitalisation of equity and the nominal value of interest-bearing debt as the total enterprise value). The objective is to restrict the four
quarterly rolling cash interest coverage to a minimum of three times and the market-value based gearing (net interest-bearing debt over total enterprise value) over time to a maximum of 50%. In addition, consideration is given to the development of
specific capital ratios, of which the leverage ratio (net interest-bearing debt over operating result before depreciation of tangible fixed assets and internally used software and before special items) is the most relevant. Actual cash interest
cover at 31 December 2005 was 5.6 (2004: 4.7), which is above our minimum target level of 3, and the leverage ratio was 2.7 (2004: 2.2). Both the debt reduction and the refinancing carried out in 2004 had a positive effect on the financial
ratios.


---



Back to Contents

|112 |                                      | Buhrmann |                                            | Chapter
        8
|--- | ------------------------------------ | -------- | ------------------------------------------ | -----------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to
    the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





---

31Financial
         market riskscontinuedFinancial instruments such as currency and interest swaps are used only to hedge against financial market risks, rather than for speculative purposes. Financial instruments are primarily dealt
with third parties by Buhrmann NV, Buhrmann US, Inc. and Buhrmann Shared Service Center (Europe) NV. These entities also act as the main financing companies for the Group. In addition, an accounts receivable securitisation programme is being
operated using Buhrmann Silver US LLC. Our treasury function does not operate under an own profit objective but it pursues benefits of scale and efficiency as well as provides in-house services in the area of financial logistics.
Cash and third-party debt is concentrated in the main financing companies to ensure maximum efficiency in meeting changing business needs, while local operations are largely financed by a mix of equity and long-term inter-company loans denominated
in local currencies. Credit risksThe
Companys customer base is spread over many industries and sectors, including government institutions, and most of these customers are large corporations or institutions. No
individual customer represents 10% or more of the Companys total sales
or trade accounts receivable balance in any year. Management believes
it has adequately provided for the collection risk in the Companys accounts
receivable, by recording an allowance for doubtful accounts, which reduces such
amounts to their net realisable value, taking into consideration that collection
risks are to a certain extent insured. The Company has deposited its cash and deposits with and has obtained its loans from reputable financial institutions with high-quality credit ratings. The Company believes that the risk of
non-performance by any of these institutions is remote. Interest rate risksOur interest
  policy is designed to restrict the short-term impact of fluctuations in interest
  rates while keeping the interest burden as low as possible. Of the non-current
  portion of long-term borrowings at 31 December 2005, 56% was at floating interest
  rates before hedging. Interest rate swaps are used to hedge against floating
  interest. We currently aim to have around 60% of the long-term borrowings, after
  hedging, at fixed interest given the present, improved, level of interest cover.
  At 31 December 2005, 70% of the non-current long-term borrowings was, after
hedging, at fixed interest rates. Breakdown
    of long-term borrowings by interest profile:31
      December 2005Fixed
    
    %
    
    Floating
    
    %Subordinated
      loans and Preference Shares A
    503
    
    44
    
    
    
    0Other
      loans
    2
    
    0
    
    633
    
    56Interest
      swaps >1 year (see below)
    297
    
    44
    
    (297
    )
    56Total
    802
    
    70%
    
    336
    
    30% Buhrmanns
        interest
rate swap contracts at 31 December 2005:Notional
      amount1
    
    Average
      interest
    
    Fair
      valueMaturity
    (in
      millions)
    
    rate
      in %2
    
    (in
      millions)< 1
      year
    42
    
    2.74
    
    1< 2
      years
    148
    
    4.27
    
    1< 3
      years
    148
    
    4.71
    
    0< 5
      years
    0Total
    339
    
    
    
    2 1
    The notional amount of these interest rates swaps is denominated in US dollars and has been translated at the year end exchange rate.2
    Pursuant to these swaps,Buhrmann pays the fixed interest rates indicated in the table and receives floating rates based on three-month LIBOR. The total
    fair value at 31 December 2004 of the interest rate swap contracts was€5
  million negative. The estimated
  fair value of the outstanding interest swap contracts (IRSs) indicates
  how much would be paid or received in exchange for termination of the contracts
  without further commitments as per the balance sheet date, and is included in
  the tables above. In the period 1 January 2004 to 30 September 2004, no hedge
  accounting was applied on the IRSs which means that the change in the
  fair value of the IRSs in that period was recorded in the income statement.
  In the period 1 October 2004 to 31 December 2004, hedge accounting was applied
  to most IRSs as these IRSs were designated as cash flow hedges which means
  that changes in the fair value of these IRSs were recorded in the hedge
  reserve in shareholders equity rather than in the income statement. As
  of 1 January 2005, hedge accounting is applied to all IRSs.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 113
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





31Financial
market riskscontinuedThe
fair value of the
IRSs at the start of hedge accounting is amortised to the hedge reserve
with an offsetting amount in the income statement. The total amount recorded
in the income
statement in 2005 was a gain of €2
million (as financing costs) and a total amount of €5 million was added to the
hedge reserve. In 2004, a gain of €4 million (as financing costs) was recorded
in the income statement and an amount of €1 million was added to the hedge
reserve. The fair value of the interest rate swaps at 31 December 2005 of €2
million positive is included in other current assets. Currency rate risksRegarding currency risk exposure on trading transactions, it is the policy to cover these risks on a transaction basis as much as possible to protect the operational margins in local currency
terms. Currency forward contracts with terms up to one year are also used to cover these risks. The occurrence of these exposures is relatively low as operating companies generally operate on local markets with local competitors. Buhrmann aims to incur its debt by currency after hedges approximately in proportion to the forecasted split of operating result before depreciation of property, plant and equipment and
internally used software, and before impairment of goodwill and other exceptional results over the major currencies. The remaining translation risk is not covered. Forward foreign exchange and currency swaps are used to adjust the currency profile
of the loans issued towards the desired position in order to achieve the hedging as per policy. Given the volatility
of currency exchange rates, there can be no assurance that Buhrmann will be able
to effectively manage its currency transaction risks or that any volatility in
currency
exchange rates will not have a material adverse effect on Buhrmanns financial
conditions or results of operations. Breakdown of
long-term borrowings by currency: 31 December2005
   
   31
       December
2004As issued:EUR
   393
   
   404USD
   741
   
   824Other
   4
   
   41,138
   
   1,232After hedging with forward exchangeand currency swaps (see below):EUR
   242
   
   246USD
   846
   
   933Other
   49
   
   531,138
   
   1,232 Buhrmanns forward foreign exchange and currency swap contracts at 31 December
2005: Weighted
   
   NotionalaveragecontractualContract
   Maturity
   exchange
    rate
   amount
   Fair
    valueBuy EUR/sell SKR
   < 1
    year
   
   9.44
   
   37
   
   0Buy EUR/sell USD
   < 1
    year
   
   1.19
   
   105
   
   (1
   )Buy EUR/sell GBP
   < 1
    year
   
   0.69
   
   9
   
   0Total
   
   
   
   
   151
   
   (1
   ) The estimated fair value of the outstanding currency swap contracts indicates
how much would be paid or received in exchange for termination of the contracts
without further commitments as per the balance sheet date. The fair value of
the currency swap contracts at 31 December 2005 of€1
million negative is included in other current liabilities. Buhrmann does not
apply hedge accounting to the currency swaps which means that the changes in
the fair value are recorded in the income statement and included in financing
costs. The total fair value at 31 December 2004 of the forward foreign exchange and currency swap contracts was less than €1
million. Buhrmann has not applied hedge accounting to these currency swaps.


---



Back
    to Contents

|114 |                                      | Buhrmann |                                            | Chapter
        8
|--- | ------------------------------------ | -------- | ------------------------------------------ | -----------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to
    the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





32 Other
current liabilities 31 December2005
   
   31 December2004Taxes
    and social security contributions
   32
   
   30Employee
    benefits other than pensions
   149
   
   114Advance
    payments on orders
   6
   
   6Short-term
    provisions
   18
   
   10Other
    accrued liabilities
   84
   
   85289
   
   245Short-term
    provisions acquisition and restructuring related (see Note 30)
   26
   
   17Financial
    payables and accruals *
   19
   
   24Total
   334
   
   286 * Financial payables and accruals mainly includes interest and profit tax. 33Share-based paymentsBuhrmann NV operates a share option
plan, the ‘Buhrmann Incentive Plan’, in which a varying number (300
to 400) of senior managers participate and the members of the Executive Board.
As of 2004, the number of options that will vest is dependent on the performance
of the Company relative to a peer group as measured over a three-year period
up to the vesting date. Up to 200% of theoriginal
options granted may vest. Corporate Express Australia (in which Buhrmann has
53.1% share) has its own share-based payment plans. Buhrmann Incentive PlansThe movements in the outstanding number of options and weighted average exercise price are shown in the table below (including option rights held by the members of the Executive Board). Each
option of the Buhrmann Incentive Plan and new Buhrmann Incentive Plan gives right to one Buhrmann ordinary share. Plan
    up to 2003
   
   Plan
    from 2004Weighted
   
   
   Weightedaverage
   averageexercise
   exerciseNumber
    of
   price
    per
   Number
    of
   price
    peroptions
   option
    in EUR
   options
   option
    in EURBalance
    at 31 December 2003
   5,046,698
   
   14.18
   
   
   
   Options granted
   
   
   
   
   1,708,649
   
   7.79Options exercised
   
   
   
   
   
   
   Options expired
   (416,500
   )
   15.61
   
   
   
   Options forfeited
   (183,983
   )
   14.36
   
   (100,623
   )
   7.79Balance
    at 31 December 2004
   4,446,215
   
   14.04
   
   1,608,026
   
   7.79Adjustments
    resulting the rights issue of 31 March 2005 *
   254,298
   
   
   
   91,970
   
   Adjusted
    balance 31 December 2004
   4,700,513
   
   13.28
   
   1,699,996
   
   7.37Options granted
   
   
   
   
   1,853,359
   
   7.40Options exercised
   
   
   
   
   
   
   Options expired
   (831,641
   )
   25.99
   
   
   
   Options forfeited
   (202,802
   )
   11.28
   
   (210,243
   )
   7.39Balance
    at 31 December 2005
   3,666,070
   
   10.50
   
   3,343,112
   
   7.39 * As a result of the rights issue of 31 March 2005, the number of options granted before that date have been increased by
5.72% while the exercise price has been decreased with 5.41%. Options granted are in principle hedged by purchasing the shares required on
or close to the grant date. Options may not be hedged if the financial position
of the Group gives rise to a decision not to purchase the shares required. Considerations
for evaluating the financial position are the growth prospects and its required
financing, as well as its capital structure. On the basis thereof it was decided
not to purchase shares for
this purpose in 2005 and 2004.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 115
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





33
Share-based paymentscontinuedThe
total of options exercisable at the end of the year are: Buhrmann
    Incentive PlansWeightedaverageexerciseNumber
    of
   price
    peroptions
   option
    in EUR31 December
    2004
   1,707,922
   
   23.5031
    December 2005
   2,238,146
   
   15.47 The weighted average fair values and weighted average exercise prices per option
at the date of grant for the options outstanding at 31 December are as follows: Plan
    up to 2003
   
   
   
   Plan
    from 2004in
    euro
   2005
   
   2004
   
   2005
   
   2004Weighted
    average fair value of options granted with exercise prices equal to the market
    value of the share at the date of grant
   4.71
   
   5.63
   
   4.85
   
   4.90Weighted
    average exercise price of options granted with exercise prices equal to
    the market value of the share at the date of grant
   10.18
   




   13.26
   




   7.39
   




   7.79Weighted
    average fair value of options granted with exercise prices above the market
    value of the share at the date of grant
   6.21
   




   8.18
   




   
   




   Weighted
    average exercise price of options granted with exercise prices above the
    market value of the share at the date of grant
   17.71
   




   25.36
   




   
   




    The following table summarises information about options outstanding at 31 December
2005: Options
    outstanding
   
   
   
   Options
    exercisableWeighted
   
   Weighted
   
   
   Weighted
   
   Weightedaverage
   average
   average
   averageremaining
   exercise
   remaining
   exerciseNumber
   contractual
   price
    per
   Number
   contractual
   price
    perExercise
    price in euro
   of
    options
   life
    (in years)
   option
    in EUR
   of
    options
   life
    (in years)
   option
    in EUR2.70
   1,393,460
   
   4.3
   
   2.70
   
   
   
   
   
   3.59
   34,464
   




   4.3
   




   3.59
   




   
   




   
   




   7.37
   1,615,342
   




   5.3
   




   7.37
   




   
   




   
   




   7.40
   1,727,770
   




   6.3
   




   7.40
   




   
   




   
   




   12.95
   1,299,063
   




   1.3
   




   12.95
   




   1,299,063
   




   1.3
   




   12.9516.19
   27,012
   




   1.3
   




   16.19
   




   27,012
   




   1.3
   




   16.1918.55
   815,866
   




   0.3
   




   18.55
   




   815,866
   




   0.3
   




   18.5523.19
   96,205
   




   0.3
   




   23.19
   




   96,205
   




   0.3
   




   23.19Total
   7,009,182
   




   4.0
   




   9.02
   




   2,238,146
   




   0.9
   




   15.47 At 31 December 2005, a total number of 3,343,112 options were outstanding under
the new Buhrmann Incentive Plan at an weighted average exercise price of€7.39 and a remaining weighted average contractual
life of 5.8 years, none of which were exercisable at that date. The fair value of the
options granted up to 2003 were estimated on the basis of the Black & Scholes
option model. Due to the performance hurdle introduced in 2004, the fair value
of the options granted in 2004 and 2005 was estimated on the basis of a binomial
model in combination with a Monte Carlo simulation taking into account the number
of options that will vest based on the performance-related vesting conditions
of the option
programme. The following assumptions were used in 2005 and 2004: 2005
   
   2004Expected dividend yield
   2.3%
   
   2.3%Expected share price volatility
   50.0%
   
   50.0%Risk-free interest rate
   2.937%
   
   3.563%Expected term
   5 years
   
   5 years The remuneration cost of all the option rights assigned is €7
million for 2005 (€6
million for 2004) and is included in the statements of income. The fair value
of the options is measured at grant date and recognised as cost on a linear basis
during the vesting period, with a corresponding increase shareholders equity as option reserve. When the options
are exercised or lapsed, a reclassification from the option reserve to retained earnings within shareholders equity
takes place. This policy is applied to all options that at the date of transition
to IFRS at 1 January 2004 had not been
exercised or vested or lapsed.


---



Back
to Contents

|116 |                                      | Buhrmann |                                            | Chapter
        8
|--- | ------------------------------------ | -------- | ------------------------------------------ | -----------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





33 Share-based paymentscontinuedThe fair value of the option rights is estimated by using expected dividend yield and share price volatility based on historic track records at the date of granting the options. These values
do not constitute the market value. The assumptions were used exclusively for this calculation and do not necessarily provide an indication of expectations of management regarding developments in the future. The Company granted interest-bearing loans to the Dutch optionees up to and including 2002 to finance their upfront tax obligations resulting from the options granted and which are due at the
date of vesting. Option
    plans Corporate Express AustraliaUntil
      26 November 2004, the Executive Option Plan (EOP) was in place.
    Under the EOP:
   The
       grant of options may be subject to appropriate, market competitive performance
       hurdles.
   Each
       issue of options to executives must be held for a minimum holding period
       determined by the board of Corporate Express Australia before they can
       be considered for exercise. They can only be exercised if performance
       has exceeded any performance hurdle set by the board of Corporate Express
       Australia.
   Options
       may be exercised before the end of their minimum holding period, but only
       in special circumstances.
   The
       price at which options are issued is the weighted average market price
       of Corporate Express Australias sharess old on the
    Australian Stock Exchange during the five trading days immediately before
       the relevant options are issued. The Long Term Incentive Plan (LTIP) replaces the EOP from 26 November
2004. Additional features of options or performance share rights issued under
the LTIP are: senior executives of the Corporate Express Australia may be offered
entitlement to ordinary shares in Corporate Express Australia, in the form of
performance rights, that is, a right to acquire shares in Corporate Express Australia
at a future date at no cost (in other words, a share option with a zero exercise
price). The entitlement is conditional upon the satisfaction of performance hurdles
measured over a period of years. The actual number of performance share rights
granted to a participant will depend on the extent to which the performance conditions
have been satisfied. No performance share rights will be provided prior to the
final date of the relevant measurement period, and then will only be granted
if the performance conditions have been
met. The performance measure applied to the entitlement granted under
the LTIP is relative to a TSR (for a definition see Buhrmann Incentive Plan from
2004 above). The share prices to be used for the purpose of the TSR calculation
are determined as the weighted average of Corporate Express Australias
share price over the three-month period immediately preceding the start and end
date of the performance period. The TSR of all the companies in the peer group,
and Corporate Express Australia, will be ranked at the end of a three-year performance
period. Under
      the EESP, which is open to participation by all permanent Australian and
      New Zealand employees, depending on the number of years continuous service
      with the Company, but not
directors:
   Any
       proposed allocation is limited to a maximum value of A$1,000 per employee
       in any taxation financial year, based on the market price at the time
       of issue.
   Shares
       are registered in the name of the participants, but held in the plan until
       the sooner of three years after acquisition, or termination of employment
       by the participant. Shares are issued either by way of new issue, or are
       purchased by the employee share plan company on market. The remuneration cost of all the option rights assigned under the EOP and LTIP
is €1 million for 2005 and 2004 (including minority interest) and is included
in the statements of income. The movements in the number of shares to which the outstanding options assigned
under the EOP and LTIP give right and weighted average exercise price are as
follows: Weightedaverageexercise
    priceNumber
    of
   
   per
    shareshares
   
   in
    AUDBalance
    at 1 January 2004
   
   2,063,606
   
   4.30Options granted
   
   466,846
   
   0.48Options exercised
   
   (256,840
   )
   1.87Options expired
   
   
   
   Options forfeited
   
   (420,332
   )
   4.35Balance
    31 December 2004
   
   1,853,280
   
   3.20Options granted
   
   355,183
   
   0.00Options exercised
   
   (303,588
   )
   2.91Options expired
   
   
   
   Options forfeited
   
   (70,813
   )
   3.29Balance
    at 31 December 2005
   
   1,834,062
   
   2.72


---





Back to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 117
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin
  millions
of euro, unless stated otherwise





33 Share-based paymentscontinuedThe total of shares to which the exercisable options assigned under the EOP and LTIP give right at the end of the year are: Weightedaverageexercise
    priceNumber
    of
   
   per
    shareshares
   
   in
    AUD2004
   
   544,434
   
   2.362005
   
   905,759
   
   2.42 The following table summarises information about options assigned under the EOP
and LTIP outstanding at 31 December 2005: Options
    outstanding
   
   
   
   Options
    exercisableNumber
   
   Weighted
   
   Weighted
   
   Number
   
   Weighted
   
   Weightedof
    shares
   
   average
   
   average
   
   of
    shares
   
   average
   
   averageto
    which
   
   remaining
   
   exercise
   
   to
    which
   
   remaining
   
   exercisethe
    options
   
   contractual
   
   price
    per
   
   the
    options
   
   contractual
   
   price
    perRange
    of exercise price in AUD
   
   give
    right
   
   life
    (in years)
   
   share
    in AUD
   
   give
    right
   
   life
    (in years)
   
   share
    in AUD2.40  5.10
   
   2
   
   4.04
   
   1.55
   
   2
   
   4.04
   
   1.557.78  9.34
   
   2
   
   5.40
   
   4.67
   
   2
   
   5.40
   
   4.670.00  4.95
   
   1
   
   7.96
   
   2.26
   
   1
   
   6.51
   
   4.35 34 Commitments not included in the balance sheet Sub-leaseGross
   
   income
   
   Net31
    December 2005Rental and operational leaseThe
    commitments are as follows:2006
   
   98
   
   (7
   )
   912007
   
   83
   
   (5
   )
   782008
   
   62
   
   (2
   )
   602009
   
   46
   
   (1
   )
   452010
   
   37
   
   0
   
   37Thereafter
   
   145
   
   0
   
   145Subtotal
   
   471
   
   (15
   )
   456Repurchase guaranteesThese
    lapse as follows:2006
   
   
   
   
   
   102007
   
   
   
   
   
   62008
   
   
   
   
   
   72009
   
   
   
   
   
   142010
   
   
   
   
   
   5Thereafter
   
   
   
   
   
   1Subtotal
   
   
   
   
   
   43OtherThese
    lapse as follows:2006
   
   
   
   
   
   52007
   
   
   
   
   
   12008
   
   
   
   
   
   32009
   
   
   
   
   
   2010
   
   
   
   
   
   Thereafter
   
   
   
   
   
   Subtotal
   
   
   
   
   
   9Total
    commitments
   
   
   
   
   
   508


---



Back
    to Contents

|118 |                                      | Buhrmann |                                            | Chapter
        8
|--- | ------------------------------------ | -------- | ------------------------------------------ | -----------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin
  millions
of euro, unless stated otherwise





34 Commitments not included in the balance sheetcontinuedOperating
lease commitmentsThe
Company leases certain distribution facilities, equipment and offices under non-cancellable
operating leases. The amounts in the table above are the future minimum lease
payments under all non-cancellable operating leases. Certain of these distribution
facilities and offices are subleased by the Company. Income to be received from
these subleases is deducted from the amounts in the table. Lease expenses for
non-cancellable operating
leases for distribution facilities, equipment and offices charged to the income
statement during the periods ended 31 December 2005 and 2004 were €73 million
and €71 million respectively. Income from subleases
included in the income statement was €1 million and €1 million respectively
for
the years ended 31 December 2005 and 2004. Repurchase guarantees of €43
million in total at 31 December 2005 mainly relate to repurchase guarantees concerning
graphic machines sold to customers and financed by external financing companies.
Should the customer be declared in default, the respective financing company
has a right of recourse
against Buhrmann, which, in general, will be lower than market value. The amount
included in the table is the maximum exposure under these guarantees. Other commitments not included in the balance sheet include investment commitments relating to expenditure on projects, such as the development of IT systems. In addition, the Company had certain contingent liabilities, commitments and guarantees which are not included in the table above and which are discussed below. Buhrmann has issued certain performance guarantees to an estimated maximum amount
    of €2 million at 31 December 2005. The major part of these guarantees expires
    latest
on 1 September 2007. 35 Related party transactionsIntercompany transactions, balances and unrealised gains on transactions between Group companies are eliminated on consolidation and are not disclosed in this Note. Details of transactions
between the Group and other related parties are disclosed below. Trading transactions Amounts
    owed by
   
   
   
   Amounts
    owed toSales
    of goods
   
   
   
   Purchases
    of goods
   
   
   
   related
    parties
   
   
   
   related
    partiesin
    millions of euro
   
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004
   
   2005
   
   2004Faison Inc (see Note 11)
   
   86
   
   59
   
   
   
   
   
   2
   
   2
   
   0
   
   0 Remuneration of the Members of the Executive Board and Supervisory BoardThe total remuneration of members of the Executive Board during the year was as follows: in
    thousands of euro
   
   2005
   
   2004Short-term benefits
   
   3,236
   
   2,994Post-employment benefits
   
   665
   
   702Other long-term benefits
   
   1,228
   
   1,585Termination benefits
   
   
   
   Share-based payments
   
   827
   
   775 Short-term benefits in the table above includes base salary and annual bonus. The total remuneration of the members of the Supervisory Board was €296
thousand in 2005 and €270 thousand in 2004. At 31 December 2005, loans totalling €42 thousand were outstanding to the members of the Executive Board (2004: €74 thousand) which will be fully redeemed in 2006. These loans were granted to meet upfront Dutch income tax on share options. No new loans were granted since 2002. The members of the Executive Board held 95,454 ordinary shares Buhrmann NV at 31 December 2005 (2004: 128,724). At 31 December 2005, the members of the Supervisory Board held 42,384 ordinary shares Buhrmann NV (2004: 32,318) and 411 Depositary receipts of Preference Shares A Buhrmann NV (2004: 411). Other related party transactionsOn
31 March 2005, Buhrmann repurchased all outstanding Preference Shares C for an
aggregate purchase price of US$520 million in cash. Also Buhrmann granted to
all sellers of Preference Shares C options to acquire, in aggregate, 36,500,000
of our ordinary shares at a price of €10
per share. These options could only be exercised where, on or before 30 December
2005, Buhrmann and a third party either (i) made an announcement that it was
expected to reach an agreement on the terms of a bid for all outstanding shares,
or (ii) entered into an agreement
in relation to a public bid on all our outstanding shares. The options lapsed
on 30 December 2005. Since the Supervisory Board included two representatives of the Preference Shares C holders, the transaction described above qualified as a related party transaction. Both representatives,
Messrs Hannan and Barnes resigned on completion of this transaction.


---



Back
  to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 119
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements

Notes
  to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





36
    Legal
    proceedingsBuhrmann
        is involved in various routine legal proceedings incidental to the conduct
        of its business. Buhrmann does not believe that any of these legal or
        regulatory proceedings will have a material adverse effect on its financial
        condition, results of operations or cash flows other than the proceedings
    disclosed below. Paper Merchanting Germany: anti-trustIn April
2000, the German
competition authorities (the Bundeskartellamt or BKA) launched an
investigation against a number of German paper merchants, among which is Buhrmanns
former subsidiary Deutsche Papier Vertriebs GmbH, alleging a violation of anti-trust
rules in Germany in a number of regions. On 30 April 2004 the BKA imposed a fine
of €7.6
million on Deutsche Papier Vertriebs GmbH and 11 other paper merchants in Germany.
The fine relates to the period between 1995 and 2000 and covers the whole of
Germany with the exception of the south. Deutsche Papier and the accused individuals
do not agree with the fine and the calculation thereof and have appealed against
this fine. A third-party investigation into the alleged surplus profit in a number
of regions and a third-party investigation into the calculation of the surplus
profit used by the BKA substantiated Buhrmanns position that the fine reflects
an overestimation of any assumed possible surplus profit. Buhrmann has given
an
indemnity to PaperlinX Limited, the buyer of the paper merchanting division. Paper Merchanting Germany: completion accountsUnder the Agreement for the Sale and Purchase of the paper merchanting division of Buhrmann NV dated 8 September 2003 a post-completion dispute has arisen as to the valuation of a property in
Germany for the purpose of inclusion in the completion accounts. The completion accounts are the basis for the calculation of the final purchase price. The valuation difference amounts to €7
million. The matter is currently pending the decision of an independent accountant.
Once the value of the property has been determined, final settlement of the purchase
price can take place. Information Systems
France: Agena S.A. BéfecIn 1994
Buhrmann issued arbitration proceedings against the sellers of the French company
Agena S.A.,
an acquisition made in 1991. Buhrmanns claim for damages was based on a
misrepresentation of the financial position of the company in the acquisition
balance sheet. These proceedings resulted in an arbitral award adjudicating damages
to the amount of €79
million received in 2003. In 1995 proceedings had also started against Béfec (a predecessor of PricewaterhouseCoopers, France), the accountants who in 1991
had certified the acquisition balance sheet. These proceedings were adjourned in anticipation of the outcome of the arbitration proceedings against sellers. The matter against Béfec was resumed after the arbitral award. Béfec
raised preliminary defence against the claim which was rejected in the first
instance. Although the defendant appealed against this judgment it may reasonably
be anticipated that the principal matter will be permitted. Buhrmann is claiming
damages to the
amount of €134 million plus interest and costs. It is estimated that a final
decision may still take a
considerable period. Under IFRS (IAS 37) and US GAAP (FAS 5), a contingent asset is disclosed when it is probable that an inflow of an economic benefit will be realised and the amount is estimable. In practice,
contingent assets are not disclosed until the amount and timing of the inflow is known (e.g. there is a firm commitment from the counterparty). Accordingly, the above contingent assets may be judged to be a non-disclosure in accordance with IAS 37
and/or FAS 5, given the uncertainty as to its realisation and if so, the timing and amount of realisation. 37
    US
    GAAP reconciliation and additional disclosuresAs of
        1 January 2004,
Buhrmanns Consolidated Financial Statements have been prepared in accordance
with International Financial Reporting Standards (IFRS) which vary in certain
respects from accounting principles generally accepted in the United States of
America (US GAAP). The tables below give the effect that application of US GAAP
would have on net result and shareholders equity as reported under IFRS.
Buhrmanns accounting policies under IFRS are in accordance with the standards
as adopted for use in the European Union (EU). Some of the standards issued by
the International Accounting Standards Board have not been endorsed by the EU.
However, the standards which have not been endorsed are not applicable to Buhrmann
and therefore there is no difference between IFRS as adopted for use in the EU
and IFRS as issued
by the International Accounting Standards Board. IFRS 1 provides
    first-time adopters of IFRS with a number of exemptions and exceptions from
    full retrospective
application, some of which are applicable to Buhrmann (see Note 2). The US GAAP
numbers are determined as if the U.S. standards had always been applied, i.e.
US GAAP needs to be applied retrospectively. Had IFRS been applied fully retrospectively,
net result and shareholders equity under IFRS would have been different,
which in turn could have resulted in the elimination and different amounts of
reconciling items as shown in the table below or additional reconciling items.


---



Back
  to Contents

|120 |                                      | Buhrmann |                                        | Chapter
    8
|--- | ------------------------------------ | -------- | -------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements

Notes
  to the Consolidated Financial Statementsin
millions of euro, unless stated otherwise





37
    US
    GAAP reconciliation and additional disclosurescontinued2005
    
    2004Net
      result attributable to holders ofordinary
      shares Buhrmann NV under IFRS
    2
    
    90b
    Intangible
      fixed assets amortisation
    (5
    )
    (6
    )c
    Derivatives
    (1
    )
    (3
    )d
    Pensions
    (3
    )
    2e
    Share-based
      payments
    7
    
    6f
    Subordinated
      Convertible Bonds
    4
    
    4g
    Preference
      Shares A
    11
    
    11h
    Preference
      Shares C
    108
    
    14i
    Revenue
      recognition
    4
    
    1j
    Financing
      fees
    0
    
    2k
    Catalogue
      contributions
    1
    
    (1
    )l
    Translation
      adjustments
    3
    
    m
    Restructuring
    2
    
    n
    Others
    (2
    )
    (2
    )o
    Deferred
      taxes
    5
    
    (10
    )Net
      income under US GAAP
    136
    
    108 31
      December
    
    31
      December2005
    
    2004Total
      equity under IFRS
    1,510
    
    1,118Less:
      minority interest
    (59
    )
    (56
    )Shareholders
      equity under IFRS
    1,450
    
    1,062a
    Goodwill
    (181
    )
    (159
    )b
    Intangible
      fixed assets
    67
    
    65d
    Pensions
    130
    
    109f
    Subordinated
      Convertible Bonds
    (29
    )
    (34
    )g
    Preference
      Shares A
    178
    
    178h
    Preference
      Shares C
    
    
    295i
    Revenue
      recognition
    (18
    )
    (23
    )j
    Financing
      fees
    1
    
    1k
    Catalogue
      contributions
    (1
    )
    (1
    )m
    Restructuring
    2
    
    n
    Others
    1
    
    3o
    Deferred
      taxes
    (23
    )
    (22
    )Shareholders
      equity under US GAAP
    1,578
    
    1,474 The differences
  between IFRS and US GAAP as indicated in the tables are explained below, including
  related disclosures required under US GAAP. a     GoodwillDifferences
         between IFRS and US GAAP arise because of the exemption in IFRS 1 not
        to
      apply IFRS 3 Business Combinations retrospectively to business
       combinations that occurred before the date of transition to IFRS which
      is
      1 January 2004. This means that goodwill amounts recorded under Dutch GAAP
       as at 1 January 2004 are in principle carried forward under IFRS (see
      Note
      2). The amount of goodwill carried forward under IFRS at 1 January 2004
       was €175 million higher than under US GAAP which is due to:
    For
        acquisitions occurring prior to 1 January 1997, goodwill was directly
        writtenoff to equity whereas under USGAAP this goodwill is capitalised
        and, until 31 December 2001, amortised over the estimated useful life
        of 40 years.
    In
        connection with a number of acquisitions, certain fair value adjustments,
        including provisions for restructuring and integration and valuation
        allowances on deferred tax assets, were recorded which did not qualify
        for USGAAP. This led to a lower amount of goodwill under USGAAP. Inaddition,
        for USGAAP purposesonly, certain intangible assets (Corporate Express
        brand name and internally used software) were valued and recognised separately
        from goodwill, see point b) below.
    Buhrmann
        repurchased the outstanding public minority share of a former subsidiary
        in 1998. This transaction was accounted for as are purchase of equity
        whereas under USGAAP the surplus paid over fair value of net assets was
        recorded as goodwill.
    Differences in the method of testing goodwill for impairment resulted in a higher amount of impairment under USGAAP in 2002.


---



Back
  to Contents

| |  | Buhrmann                                 |  | Chapter
    8                      | 121
| |  | ---------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated Financial Statements

Notes
  to the Consolidated Financial Statementsin
  millions of euro, unless stated otherwise





37
    US
    GAAP reconciliation and additional disclosurescontinuedGoodwill
          is not amortised under IFRS or US GAAP but tested for impairment annually.
          The annual impairment test on goodwill at 31 December 2004 and 2005
          did not result in an impairment under
IFRS or US GAAP. In 2004,
    positive translation adjustments of €16
million
and in 2005 negative translation adjustments of €32 million were recorded on
the differences in goodwill between US GAAP and IFRS as some of the goodwill
items are denominated in US dollars. In 2005, Corporate Express
Australia purchased 6.3 million of its own shares from minority shareholders
thereby raising Buhrmanns interest in Corporate Express Australia from 51.5% to
53.1%. The amount paid in excess of the fair value was recorded as a reduction of shareholders equity
under IFRS (€10
million) whereas under US GAAP this amount was recorded as goodwill. The net effect at 31 December 2004 and 2005 of the items mentioned above was a lower amount of goodwill under US GAAP of €159
million and €181 million
respectively compared to IFRS. The
    movements in goodwill under US GAAP were as follows:2005
    
    2004Book
      value at beginning of year
    1,165
    
    1,225Investments
    20
    
    6Translation
      differences
    136
    
    (66
    )Book
      value at end of year
    1,321
    
    1,165Accumulated
      cost
    2,468
    
    2,120Accumulated
      amortisation
    (208
    )
    (168
    )Accumulated
      impairment
    (939
    )
    (787
    )Book
      value at end of year
    1,321
    
    1,165 b
    Intangible
    fixed assetsDifferences
        in the accounting for intangible fixed assets between IFRS and US GAAP
        arise because of the exemption
in IFRS 1 not to apply IFRS 3 Business Combinations retrospectively
to business combinations that occurred before the date of transition to IFRS.
This means, among others, that no intangibles are recognised under IFRS with
respect to business combinations which took place before 1 January 2004 if these
intangibles were also not recorded under Dutch GAAP (see Note 2). With the acquisition of Corporate Express in October 1999, certain intangible assets were valued and recognised separately from goodwill under US GAAP. These include the Corporate Express
brand name (US$75 million) and internally used software (US$20 million). The Corporate Express brand name and internally used software are amortised over their estimated useful lives of 40 and seven years, respectively. The book value of the Corporate Express brand name was US$64 million at 31 December 2005 and US$66 million at 31 December 2004. The accumulated amortisation was US$11 million at 31 December
2005 and US$9 million at 31 December 2004. The amortisation expense was US$2 million in each of 2005 and 2004 and will be US$2 million in each of the next five years. The book value of the internally used software was US$2 million at 31 December 2005 and US$5 million at 31 December 2004. The accumulated amortisation was US$18 million at 31 December 2005 and
US$15 million at 31 December 2004. The amortisation expense was US$3 million in each of 2005 and 2004 and will be US$2 million in 2006. Also included under Intangible fixed assets are
amounts allocated to customer relationships of companies acquired in 2003 and
2002 of €7 million and €10 million, respectively, which
are separated from goodwill and classified as intangible fixed assets under US
GAAP and amortised over a period of ten years. The book value under US GAAP was
€11
million at 31 December 2005 and €13 million at 31 December 2004. The accumulated
amortisation was €6
million at 31 December 2005 and €4 million at 31 December 2004. The amortisation
expense under US GAAP was €2 million in 2005 and 2004 and will be €2 million
in each of the next five years. c
    DerivativesThis
        item relates to interest rate swaps (IRS) which under both IFRS and US
        GAAP are valued at fair value. The IRS were entered into to hedge variable
    rate debt to fixed rate. Under IFRS,
    from 1 January 2004 to 30 September 2004, no hedge accounting was applied
    on the IRS which means
that the change in the fair value of the IRS in that period was recorded in the
income statement. In the period 1 October 2004 to 31 December 2004, hedge accounting
was applied to some IRS as these IRS were designated as cash flow hedges which
means that changes in the fair value of these IRS in this period were recorded
in the
hedge reserve in shareholders equity rather than in the income statement.
The fair value of these IRS at the start of hedge accounting is amortised to
the hedge reserve with an offsetting amount in the income statement. The total
amount
recorded in the income statement under IFRS in 2004 was a gain of €3
million and a total amount of €1 million was added to the hedge reserve.


---



Back to Contents

|122 |                                        | Buhrmann |                                    | Chapter
      8
|--- | -------------------------------------- | -------- | ---------------------------------- | ---------------
|    | 2005
      Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes
  to the Consolidated
  Financial Statementsin millions
  of euro, unless stated otherwise





37
    US
      GAAP reconciliation and additional disclosurescontinuedUnder
      US GAAP, hedge accounting was applied for some IRS during the whole year
      2004. In 2004, Buhrmann recorded in the income statement under US GAAP a
      gain of €3 million due to hedge ineffectiveness on IRS for which hedge
      accounting was applied and a loss of €3 million on IRS for which no
      hedge accounting was recorded. In 2004, under US GAAP a gain of €5
      million was recorded directly in shareholders equity (as an addition
      to Other Comprehensive Income) relating to IRS for which hedge accounting
      was applied. As of 1 January
  2005, hedge accounting is applied to all IRS under IFRS and, with the exception
  of one IRS, also under US GAAP. Under IFRS, in 2005 an amortisation gain of
  €2 million was recorded in the income statement and under US GAAP, an
  amortisation loss of €1 million. The change in the fair value of the one
  IRS for which under US GAAP no hedge accounting was applied was recorded in
  the income statement under US GAAP (a gain of €2 million) and under IFRS
  in the hedge reserve. The net effect was a €1 million lower gain in the
  income statement in 2005 under US GAAP compared to IFRS. Under IFRS, in 2005
  an amount of €6 million was recorded as an addition to the hedge reserve
  (directly in shareholders equity) and under US GAAP there was an addition
  to Other Comprehensive Income (directly in shareholders equity) of €6
  million. At 31 December
  2005, the balance of the hedge reserve under IFRS amounted to€7
  million and the balance of Accumulated Other Comprehensive Income with respect
  to IRS under US GAAP was €4 million. These balances will affect earnings
  when the interest for the periods being hedged affect earnings. An amount of
  €2 million is expected to be reclassified to earnings in 2006 under IFRS
  and less than €1 million under US GAAP. All amounts
  stated above are before taxes. d  PensionsThis reconciling
  item relates to the pension plans which meet the definition of defined benefit
  plans. Under IFRS, the funded status (plan assets less projected pension obligations)
  of these plans is recorded in the balance sheet. Actuarial gains and losses
  are under IFRS recognised and recorded directly in equity. Under US GAAP, the
  accrued or prepaid pension cost in the balance sheet consists of the funded
  status, which is equal to IFRS, and the unrecognised actuarial gains or losses.
  The cumulative actuarial losses under US GAAP were €153 million at 31
  December 2005 and €127 million at 31 December 2004. In addition, under
  US GAAP an additional minimum liability of €23 million at 31 December
  2005 and €18 million at 31 December 2004 was recorded in the balance sheet.
  Under US GAAP, an additional minimum liability is recorded for the actuarial
  present value of accumulated benefits that exceeded plan assets. The movements
  in the additional minimum liability are recorded directly in shareholders
  equity (as a movement in Other Comprehensive Income). Domestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Funded
      status at end of year under IFRSand
      US GAAP (see Note 20)
    87
    
    95
    
    (36
    )
    (32
    )
    51
    
    63Unrecognised
      net actuarial (gains)/lossesat end
      of year under US GAAP
    123
    
    102
    
    30
    
    25
    
    153
    
    127Prepaid/(accrued)
      pension cost under US GAAP
    210
    
    197
    
    (6
    )
    (7
    )
    204
    
    190 Domestic
      plans
    
    
    
    Foreign
      plans
    
    
    
    Total2005
    
    2004
    2005
    
    2004
    2005
    
    2004Additional
      minimum liability at end of year under US GAAP
    
    
    
    
    (23
    )
    (18
    )
    (23
    )
    (18
    ) The measurement date of
    the pension plans was 31 December 2005. The amount
    for pensions in the reconciliation of income in 2005 consists of the amortisation
    under US GAAP of unrecognised actuarial losses. Actuarial losses (and gains)
    are amortised over the remaining service period when their net cumulative amount
    exceeds 10% of the assets or obligations of the plan (whichever is higher).
    The amount for pensions in the reconciliation of income in 2004 mainly consists
    of the amortisation of unrecognised actuarial losses and a curtailment gain
    under US GAAP.


---



Back to Contents

| |  | Buhrmann                               |  | Chapter
      8                    | 123
| |  | -------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
      Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes
  to the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





37
    US
      GAAP reconciliation and additional disclosurescontinuede
       Share-based paymentsUnder
      IFRS, as of 1 January 2004, the fair value of the stock options granted
      to employees is recognised as an expense on a linear basis during the vesting
      period, with a corresponding increase in shareholders equity. In
  2004 and 2005, under US GAAP Buhrmann used the intrinsic value method in accordance
  with APB 25 under which no cost has been recognised for the stock options granted
  to employees. Under APB 25 cost is deferred until the options are exercisable. f  Subordinated
  Convertible BondsUnder
  IFRS, Buhrmanns Subordinated Convertible Bonds, which were issued on 18
  December 2003, are classified as a compound financial instrument. The conversion
  option is recorded directly in shareholders equity and the liability component
  as long-term borrowings. The conversion option and the liability component are
  initially stated at fair value (proceeds received net of transaction costs incurred).
  The liability component is subsequently stated at amortised cost which is the
  initial amount minus interest and principal payments plus cumulative amortisation
  using the effective interest method of any difference between the initial amount
  and the maturity amount. The amortisation is recorded in the income statement. Under US
  GAAP, Buhrmanns Subordinated Convertible Bonds are fully classified as
  a liability and the interest payments are expensed. The transaction costs relating
  to these bonds are capitalised and amortised using the effective interest method. The amount
  in the reconciliation of equity is the difference between the book value of
  the amortised cost under IFRS (€84 million) and the liability (€115
  million) less capitalised financing fees (€3 million) under US GAAP. The amount
  in the reconciliation of income is the difference between the amortisation cost
  recorded under IFRS (€7 million for 2005 and 2004) and the interest paid
  and expensed (€2 million in 2005 and 2004) and the amortisation of the
  capitalised transaction costs (€1 million in 2005 and 2004) under US GAAP. g  Preference
  Shares AUnder IFRS,
  Buhrmanns Preference Shares A are classified as a liability and stated
  at amortised cost which is the fair value at the date of issue less transaction
  costs incurred. There is no amortisation of transaction cost as the Preference
  Shares A are non-redeemable. Under US GAAP, Buhrmanns Preference Shares
  A are classified as shareholders equity (proceeds received net of transaction
  costs incurred). The annual dividend of €11
million in 2005 and 2004 is recorded as an expense under IFRS and as a reduction
of shareholders equity under US GAAP. h  Preference
  Shares CUnder
  IFRS, Buhrmanns Preference Shares C were presented as a liability with
  the conversion option separately valued. The liability component is initially
  stated at fair value (proceeds received net of transaction costs incurred) and
  subsequently stated at amortised cost (for a definition see (f) above). The
  amortisation is recorded in the income statement. The conversion option is valued
  separately at fair value at each balance sheet date and recorded as a liability
  and the changes in the fair value are recorded in the income statement. Under US GAAP, Buhrmanns Preference Shares C were presented as shareholders equity (proceeds received net of transaction costs incurred) and the annual dividend was recorded as a
reduction of shareholders equity. The amount in the reconciliation of income in 2004 consists of the effective interest of €31
million, an exchange gain of €22 million (the Preference Shares C
are denominated in USD) and the change in the fair value of the conversion option
which was a loss of €5 million,
all recorded under IFRS. In 2005,
     Buhrmann repurchased all the outstanding Preference Shares C. The amount
    in
  the reconciliation of income in 2005 consists of the effective interest of €8
   million, an exchange loss of €14 million and the change in the fair
   value  of the conversion option which was a loss of €1 million, all
   recorded  under IFRS until the repurchase took place. Furthermore, the repurchase
   resulted
  in a loss of €85 under IFRS. Under US GAAP, the excess of €40 million
  of the repurchase price over the carrying amount of the Preference Shares C
  was recorded as deemed dividend and is deducted from net result available to
  holders of ordinary shares of Buhrmann NV.


---



Back to Contents

|124 |                                        | Buhrmann |                                    | Chapter
      8
|--- | -------------------------------------- | -------- | ---------------------------------- | ---------------
|    | 2005
      Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes
  to the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





37
    US
      GAAP reconciliation and additional disclosurescontinuedi
       Revenue recognitionBuhrmann
      sells graphic machines to customers which are financed by external financing
      companies and for which Buhrmann has given repurchase guarantees which means
      that should a customer be declared in default, the respective financing
      company has a right of recourse against Buhrmann. Under IFRS, revenue is
      recognised when the machines have been installed because, based on experience
      with performing under these repurchase guarantees, Buhrmann does not retain
      significant risk. Under US GAAP, Buhrmann recognises revenue from the sale
      of these machines only when the right of recourse has ended and Buhrmann
      is legally released from its obligation which is generally five years from
      the date of sale. j
   Financing feesIn
  2003, advisers fees relating to the Senior Facilities Agreement entered
  into in 2003 are capitalised under US GAAP but they are treated as costs to
  extinguish the loans under the old Senior Credit Facility under IFRS and therefore
  expensed. Conversely, the advisers fees relating to the replacement of
  the Term Loans B for the Term Loans C in 2004 were expensed under US GAAP and
  capitalised under IFRS. The net effect was a higher book value of capitalised
  financing fees of €1 million at 31 December 2004 and a higher amount of
  amortisation in 2004 and 2005 under US GAAP. In 2005, advisers fees (of less
  than €1 million) relating to the replacement of the Term Loans for the
  Term Loans D were expensed under US GAAP and capitalised under IFRS. The impairment of the financing fees in 2004 relating to the repurchase of the 12.25% High Yield Bond (2009 Notes) was €5
million lower under US GAAP than under IFRS because the financing fees related
to this bond were amortised based on the effective yield method under IFRS and
on a linear basis under US GAAP which resulted in a higher book value of the
capitalised financing fees under IFRS before impairment. k 
  Catalogue contributionsBuhrmann receives
  funds from vendors for inclusion of their products in Buhrmanns catalogue
  offerings (catalogue contributions). These contributions are generated by catalogue
  pages. Under IFRS,
  these catalogue contributions are recognised as income on a linear basis over
  the period the catalogue is generating sales. Under US
  GAAP, these catalogue contributions are treated as volume rebates and deducted
  from the purchase cost of trade goods in accordance with EITF Issue no. 0216,
  Accounting by a Reseller for Cash Consideration Received from a Vendor. l  Translation
  adjustmentsBoth
  under IFRS and US GAAP, translation differences arising from long-term loans
  granted to Group companies that have the nature of permanent investments (quasi
  equity) are recorded directly in equity as cumulative translation adjustments
  by analogy of translation differences on shareholdings in Group companies (see
  Note 2 Principles of consolidation). Under IFRS, cumulative translation
  adjustments with respect to these long-term loans are recognised in the income
  statement when these loans are reduced. On this basis, a loss of €3 million
  was recorded in 2005 under IFRS. Under US GAAP, no such recognition is recorded
  in the income statement until the loans are substantially or fully repaid. m  RestructuringIn 2005,
  Buhrmann recorded restructuring reserves for termination benefits. Under US
  GAAP, charges of €1million recorded under IFRS were reversed and are recognised
  over the remaining service period of the related employees in 2006. Also in 2005,
  restructuring reserves of €1 million were recorded relating to acquired companies
  which under IFRS were recorded as an expense and under US GAAP as part of goodwill. n 
  OthersThis
  relates to several other differences between IFRS and US GAAP. o  Deferred
  taxesUnder
  US GAAP, the valuation of deferred tax assets for loss carry-forwards at 1 January
  2004 was €8 million higher than under IFRS. In the course of 2004, this
  difference was reversed which resulted in a €8 million higher tax expense
  under US GAAP compared to IFRS. Furthermore,
  deferred taxes on US GAAP reconciling items negatively affected equity under
  US GAAP in the amount of €23 million at 31 December 2005 and €22 million at
  31 December 2004. The effect on income under US GAAP compared to IFRS was a
  tax income of €5 million in 2005 and a tax expense of €2 million in 2004.


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
        8                          | 125
| |  | ---------------------------------------- |  | ------------------------------------------ | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





37 US GAAP reconciliation and additional disclosurescontinuedThe components of deferred tax under US GAAP are as
follows: 31 December
   
   31 December2005
   
   2004Deferred tax assets:Tax loss carry-forwards
   531
   
   424Other
   75
   
   96Nominal deferred tax asset
   606
   
   515Valuation allowances
   (166
   )
   (123
   )Deferred tax asset
   440
   
   392Current
   53
   
   63Non-current
   387
   
   329Deferred tax asset
   440
   
   392Deferred tax liabilities:Accelerated depreciation and amortisation
   (47
   )
   (73
   )Pensions
   (64
   )
   (59
   )Fair value gains
   (9
   )
   (11
   )Other
   (43
   )
   (25
   )Deferred liabilities
   (163
   )
   (168
   )Current
   (3
   )
   (4
   )Non-current
   (160
   )
   (164
   )Deferred liabilities
   (163
   )
   (168
   ) Total tax income or (expense) under US GAAP is as follows: 2005
   
   2004Current
   (27
   )
   (23
   )Deferred:Benefits operating loss carry-forwards
   1
   
   37Adjustments to deferred taxes for enacted changesin tax laws or a change in the tax status
   
   
   6Adjustments in the valuation allowances due to changein judgment about realisability
   3
   
   (16
   )All other deferred tax items
   3
   
   (1
   )Total deferred
   7
   
   26Total income taxes
   (20
   )
   3Allocation:The Netherlands
   10
   
   26Foreign
   (30
   )
   (23
   )Total income taxes
   (20
   )
   3 Additional US GAAP disclosuresOperating result,
result from continuing operations and result on disposal of discontinued operations
under US GAAP presentationOperating result, result from continuing operations, result from discontinued
operations, result on disposal of discontinued operations and net result under
US GAAP are as follows: 2005
   
   2004Operating result
   235
   
   213Result from continuing operations
   131
   
   104Result on sale of discontinued operations
   5
   
   4Net
    income
   136
   
   108


---



Back
    to Contents

|126 |                                          | Buhrmann |                                            | Chapter
        8
|--- | ---------------------------------------- | -------- | ------------------------------------------ | -----------------
|    | 2005
        Annual Report and Form 20-F |          | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin millions
of euro, unless stated otherwise







37 US GAAP reconciliation and additional disclosurescontinuedThe result on the sale of discontinued operations is the (partial) release of
    reserves for indemnification and warranties in connection with operations
    that were discontinued in previous years. The amount in 2005 mainly relates
    to the former subsidiary Kappa Packaging which was divested in 1998. The
    amount in 2004 mainly relates to the former paper merchanting division which
    was divested in 2003. Reserves for indemnification and warranty of discontinued operations and other
    divested companies to be retained by the Company as of 31 December 2005 amounted
    to €14 million (2004: €21 million) which
is included in the Companys Consolidated Balance Sheet. Earnings per share under US GAAP
  Basic earnings
    per share are computed by dividing the result after deduction of dividend
    on Preference Shares by the weighted average number of ordinary shares outstanding
    for the periods under review. Dividends paid to holders of Preference Shares
    A of €11
million in 2005 and 2004 and to holders of
Preference Shares C of €46 million in 2005 and €26 million in 2004 were deducted
for the years presented. Fully diluted earnings per share assume that any dilutive
convertible securities were converted at the beginning of each year and all options
outstanding at the end of the year were exercised, insofar as the average market
price was higher than the exercise price during the financial year. The computation of basic and fully diluted earnings per ordinary share under
    US GAAP is as follows: 2005
   
   2004Computation basic earnings per shareNet result
   136
   
   108Less dividends on Preference Shares A and C
   (57
   )
   (37
   )Net result after deduction of dividend on Preference Shares
   79
   
   71Discontinued operations
   (5
   )
   (4
   )Result from continuing operations after deduction of dividendon Preference Shares
   74
   
   67Weighted average number of ordinary shares outstanding (in thousands)
   168,231
   
   144,837Basic earnings per share (in euro)Result from continuing operations
   0.44
   
   0.46Discontinued operations
   0.03
   
   0.03Net result
   0.47
   
   0.49Computation of fully diluted earnings per shareNet result
   136
   
   108Add-back: interest Subordinated Convertible Bond
   2
   
   2Less dividends on Preference Shares A and C
   (57
   )
   (37
   )Net result after deduction of dividend on Preference Shares
   81
   
   73Discontinued operations
   (5
   )
   (4
   )Result from continuing operations after deductionof dividend on Preference Shares
   76
   
   69Weighted average number of ordinary shares outstandingon fully diluted basis (in thousands)
   183,551
   
   160,222Fully diluted earnings per share (in euro)Result from continuing operations
   0.41
   
   0.43Discontinued operations
   0.03
   
   0.03Net result
   0.44
   
   0.46Computation of weighted average number of ordinary sharesoutstanding on fully diluted basis (in thousands):Weighted average number of ordinary shares outstanding
   168,231
   
   144,837Conversion of Subordinated Convertible Bond
   14,757
   
   14,451Conversion of Preference Shares C
   
   
   Exercise of share option rights
   563
   
   934183,551
   
   160,222


---



Back
    to Contents

| |  | Buhrmann                                 |  | Chapter
        8                          | 127
| |  | ---------------------------------------- |  | ------------------------------------------ | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Consolidated
        Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise







37 US GAAP reconciliation and additional disclosurescontinuedThe weighted average number of ordinary shares outstanding in 2004 has been adjusted by a factor 0.9456 to compensate for the dilution effect caused by the rights issue in the first quarter of
2005. In 2005 and 2004, the conversion of Preference Shares C is not included in the calculation of diluted earnings per share because they would have an antidilutive effect. The number of ordinary shares that would arise after conversion of the Subordinated Convertible Bond was 14.8 million at 31 December 2005 and 14.5 million at 31 December 2005 and 31 December
2004 . The annual interest on the Subordinated Convertible Bond is €2
million before and after tax. The number of ordinary shares that would arise after conversion of the Preference Shares C at 31 March 2005 (before the repurchase) was 38.4 million and 37.9 million at 31 December 2004. The number of ordinary shares that would arise after exercise of the option rights at 31 December 2005 and 2004 was 0.6 million and 0.9 million respectively. Stock options
  Until 31 December
  2005, under US GAAP Buhrmann used the intrinsic value method in accordance
  with APB
25 under which no cost is recognised for the stock options granted to employees.
If the Company had elected to recognise compensation expense based on the fair
value of all stock options at grant date in accordance with SFAS 123, Accounting for Stock-Based Compensation,
compensation cost of €6 million in 2005 and €6 million in 2004 would
have been recorded. Net income in 2005 and 2004 would have been reduced to the
pro forma amounts indicated below: in millions of euro, except per share data
   2005
   
   2004US GAAP net income:As reported
   136
   
   108Pro forma
   130
   
   102US GAAP basic earnings per share:As reported
   0.47
   
   0.49Pro forma
   0.43
   
   0.45US GAAP fully diluted earnings per share:As reported
   0.44
   
   0.46Pro forma
   0.40
   
   0.42 The options granted
up to and including 2003 are valued on the basis of the Black & Scholes option model. During the year ended 31 December 2004, we also valued the options issued in 2004
on the basis of the Black & Scholes option model. In 2005, we modified the
valuation model to better reflect the value related to the performance conditions
for options issued in 2004 and 2005. In the table above, pro forma net income
for 2004 and 2005 is based on valuation on the basis of a binomial model in combination
with Monte Carlo simulation taking into account the number of options that will
vest based on the performance-related vesting conditions of the option programme.
The
effect of the change in valuation methodology on our previous reported pro forma
net income was less than €1
million. For assumptions used in calculating fair values, see Note 33. Forfeitures
are accounted for as they occur in the compensation cost indicated above. Consolidated Statements of Comprehensive Income 
The calculation of comprehensive income is as follows: 2005
   
   2004Net income US GAAP
   136
   
   108Other comprehensive income net of tax:Foreign currency translation adjustments
   153
   
   (76
   )Unrealised gains and losses on derivative instruments
   4
   
   4Minimum pension liability
   (3
   )
   (7
   )Comprehensive income
   290
   
   29 Foreign currency translation adjustments do not include taxes in 2005 or 2004.
    Unrealised gains and losses on derivative instruments includes a tax expense
    of €2 million in 2005 and €1 million in 2004.
Minimum pension liability includes a tax income of €1 million in 2005 and
a tax
income of €2 million in 2004.


---



Back
    to Contents

|128 |                                        | Buhrmann |                                    | Chapter
      8
|--- | -------------------------------------- | -------- | ---------------------------------- | ---------------
|    | 2005
      Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes to the
  Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





37
    US
      GAAP reconciliation and additional disclosurescontinuedThe
        balance of accumulated other comprehensive income (after tax) is as follows: Unrealisedgains and
   
   AdditionalForeign
    currency
   
   losses on
   
   minimumtranslation
   
   derivative
   
   pensionTotal
   
   adjustments
   
   instruments
   
   liabilityBalance at 31 December 2003
   (275
   )
   (264
   )
   (5
   )
   (6
   )Other comprehensive income (loss)
   (79
   )
   (76
   )
   4
   
   (7
   )Balance at 31 December 2004
   (354
   )
   (340
   )
   (1
   )
   (13
   )Other comprehensive income (loss)
   154
   
   153
   
   4
   
   (3
   )Balance at 31 December 2005
   (200
   )
   (187
   )
   3
   
   (16
   ) The accumulated other comprehensive income at 31 December 2005 is net of€26
million taxes on foreign currency translation adjustments, €1
million taxes on unrealised gains and losses on derivative instruments and €6
million taxes on additional minimum
pension liability. Shareholders equityThe
    movements in shareholders equity under US GAAP are as
follows: 2005
   
   2004Shareholders equity
    at beginning of the year
   1,474
   
   1,455Dividend ordinary shares
   (12
   )
   (4
   )Share issue
   238
   
   5Net income under US GAAP
   136
   
   108Dividend Preference Shares A
   (11
   )
   (11
   )Repurchase Preference Shares C
   (401
   )Other comprehensive income (loss)
   154
   
   (79
   )Shareholders equity
    end of the year
   1,578
   
   1,474 During the
    year ended 31 December 2004, we presented minority interests
as part of shareholders equity under US GAAP. As minority interests are
not presented within shareholders
equity under US GAAP, we have revised this presentation in 2005. The effect of
the
change
in presentation on our previously reported shareholders equity
under US GAAP is a decrease of €56
million in 2004. Integration and restructuringThe movements in the restructuring provisions in 2005 under US GAAP were as follows: LeaseterminationEmployee
   
   and othercosts
   
   closing costs
   
   TotalBalance at 31 December 2004
   9
   
   9
   
   18Set-up/finalisation
   9
   
   1
   
   10Cash utilisation
   (4
   )
   (3
   )
   (7
   )Currency translation
   
   
   1
   
   1Balance at 31 December 2005
   14
   
   8
   
   22


---



Back
    to Contents

| |  | Buhrmann                               |  | Chapter
      8                    | 129
| |  | -------------------------------------- |  | ---------------------------------- | ---
| |  | 2005
      Annual Report and Form 20-F |  | 4Consolidated Financial Statements



Notes to
    the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





37
    US
      GAAP reconciliation and additional disclosurescontinuedThe
      movements in the integration provisions in 2005 under US GAAP were as follows: Leaseterminationand otherclosing costs
   
   TotalBalance at 31 December 2004
   3
   
   3Set-up
   
   
   Cash utilisation
   (1
   )
   (1
   )Balance at 31 December 2005
   2
   
   2 Provisions for restructuring and integration mainly relate to the cost-saving
    restructuring measures in the Office Products operations in North America
and Europe. Valuation and qualifying accountsBalance at
   
   Charges to
   
   
   
   
   
   Balancethe beginning
   
   costs and
   
   Utilisation/
   
   Charges to
   
   at the endof the period
   
   expenses
   
   release
   
   other
    accounts
   *
   of the periodYear ended 31 December 2005Allowance
    for doubtful accounts receivable
   23
   
   3
   
   (4
   )
   1
   
   23Provision
    for impairment of inventory
   32
   
   12
   
   (10
   )
   
   
   34Year ended 31 December 2004Allowance
    for doubtful accounts receivable
   30
   
   1
   
   (8
   )
   
   
   23Provision
    for impairment of inventory
   41
   
   10
   
   (18
   )
   (1
   )
   32 *
    Includes
        effect of acquisitions and disposals and foreign currency translation
    adjustments. Provision for product warrantiesThe movements in the provision for product warranties were as follows: Balance as at 31 December 2004
   3Utilisation
   0Additions charged to the income statement
   0Transfer to current liabilitiesBalance
      as at 31 December 2005
   3 The provision for product warranties relates to potential liabilities in the
    event products delivered or services rendered do not meet the agreed qualities,
    in those cases that the guarantee period has not yet expired. The additions
    charged to the income statement only relate to warranties issued during 2005
    and are calculated as a percentage of net sales. This percentage is based
on past experience. Variable interest entitiesFASB
Interpretation no. 46 (FIN 46) Consolidation of Variable Interest Entities requires
certain disclosures of variable interest entities and, as of 1 January 2003,
the
consolidation of certain of these variable interest entities. Buhrmann
    has determined that at 31 December 2005 it had a variable interest in Silver
    Funding Ltd and which facilitate the accounts receivable securitisation
programme which is described in Note 29. Aside from the accounts receivable and
liabilities in connection with the accounts receivable securitisation programme
that are included in Buhrmanns Consolidated Balance Sheet, both under IFRS and US GAAP, this entity does not have
other significant assets or liabilities. Buhrmann has also determined that at 31 December 2005 it had a variable interest in Faison Inc. which sells office products mainly to government institutions in the United States. The consolidation of this
entity would not have had a material impact on net result or shareholders equity
under US GAAP.


---



Back
    to Contents

|130 |                                        | Buhrmann |                                    | Chapter
      8
|--- | -------------------------------------- | -------- | ---------------------------------- | ---------------
|    | 2005
      Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes to
the Consolidated Financial Statementsin millions of euro, unless stated otherwise





38
    New
      accounting pronouncementsIFRSThe
      new accounting pronouncements under IFRS that are effective after 31 December
      2005 are amendments to IAS 1 and IAS 39, IFRS 6, IFRS 7 and IFRIC 4. The
      new accounting pronouncements which could potentially affect Buhrmanns
      future consolidated results of operations, financial position and cash flows
      under IFRS are described below: In December
    2004, the International Financial Reporting Interpretations Committee (IFRIC)
    issued IFRIC 4 Determining whether an arrangement contains a lease.
              The issues addressed in this Interpretation are how to determine
              whether an arrangement is or contains a lease , how it should be
              assessed and,
              how the
              payments for the lease should be separated from payments for any
              other elements in the arrangement. IFRC 4 is
              effective for annual periods beginning on or after 1 January 2006.
              Buhrmann is currently reviewing the impact that adoption of IFRIC
              4 will have
              on its consolidated results of operations, financial position and
              cash flows
              but
expects that it will not have a material impact. In June
    2005, the International Accounting Standards Board (IASB) amended IAS 39 Financial Instruments: Recognition and Measurement to limit the use in IAS of the fair value option
              which permits entities to designate irrevocably on initial recognition any financial asset or financial liability as one (without separating embedded derivatives) to be measured at fair value with gains and losses recognised in profit or loss. The
              IASB also amended IAS 39 to define financial guarantee contracts and to amend requirements for their treatment by the issuer. Financial guarantee contracts (sometimes known as credit insurance)
              require the issuer to make specified payments to reimburse the
              holder for a loss it incurs if a specified debtor fails to make
              payment
              when due under
              the
              original or modified terms of a debt instrument. These amendments
              to IAS 39 are effective for annual periods beginning on
              or after 1 January 2006. Buhrmann is currently reviewing the impact
              that adoption of this amendment will have on its consolidated results
              of operations,
              financial
              position and cash flows but expects that it will not have a material
impact. In August
    2005, the IASB published IFRS 7 Financial Instruments: disclosures. IFRS 7 supersedes IAS 30 and the disclosure requirements of IAS 32. The objective of IFRS 7 is to
require entities to provide disclosures in their financial statements that enable users to evaluate the significance of financial instruments for the entitys financial position and performance and the nature and extent of risks arising from
financial instruments to which the entity is exposed during the period and at the reporting date, and how the entity manages those risks. The disclosure requirements of IFRS 7 are effective for annual periods beginning on or after 1 January 2007 and
will not have an impact on Buhrmanns consolidated results of operations,
financial position or cash flows. In August
    2005, the IASB amended IAS 1 Presentation of Financial Statements to add requirements for disclosure of information that enables users of financial statements to evaluate
the entitys objectives, policies and processes for managing capital. This amendment to IAS 1 is effective for annual periods beginning on or after 1 January 2007 and will not have an impact on Buhrmanns
consolidated results of
operations, financial position or cash flows. US GAAPIn November
    2004, the Financial Accounting Standards Board (FASB)
issued SFAS no. 151, Inventory Costs  An Amendment of ARB no. 43, Chapter 4. SFAS no. 151 amends the
guidance in ARB no. 43, chapter 4, Inventory Pricing, to clarify that abnormal amounts of idle facility expense, freight, handling costs, and wasted material (spoilage) must be recognised as current-period charges regardless of whether
they meet the criterion of so abnormal as stated in ARB no. 43. Additionally,
SFAS no. 151 requires that the allocation of fixed production overheads to the
costs of conversion be based on the normal capacity of the production facilities.
SFAS no. 151 is effective for fiscal years beginning after 15 June 2005. Buhrmann
is currently reviewing the impact that adoption of SFAS no. 151 will have on
its consolidated results of operations, financial position and cash
flows. In December
    2004, the FASB issued SFAS no. 123 (revised 2004), Share-Based Payments, which revises SFAS no. 123, Accounting for Stock-Based Compensation, and supersedes
APB Opinion no. 25, Accounting for Stock Issued to Employees. SFAS
no. 123 (revised 2004) requires all share-based payments to employees, including
grants of employee stock options, to be recognised in the financial statements
based on their fair values, beginning with the first interim or annual period
after 15 June 2005, with early adoption encouraged. The pro forma disclosures
previously permitted under SFAS no. 123, are no longer an alternative to financial
statement
recognition. Buhrmann will adopt this revised standard from 1 January 2006. Buhrmann
expects that the effect of adoption of SFAS no. 123 (revised 2004) will be as
stated in the pro forma disclosures in Note 37. In December
    2004, the FASB issued SFAS no. 153, Exchanges of Nonmonetary Assets  An Amendment of APB Opinion no. 29. SFAS no. 153 eliminates the exception from fair value
measurement for nonmonetary exchanges of similar productive assets in paragraph 21(b) of APB Opinion no. 29, Accounting for Nonmonetary Transactions, and
replaces it with an exception for exchanges that do not have commercial substance.
SFAS no. 153 specifies that a nonmonetary exchange has commercial substance if
the future cash flows of the entity are expected to change significantly as a
result of the exchange. SFAS no. 153 is effective for the fiscal periods beginning
after 15
June 2005. Buhrmann is currently reviewing the impact that adoption of SFAS no.
153 will have on its consolidated results of operations, financial position and
cash flows but expects that it will not have a material impact.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                          | 131
| |  | ------------------------------------ |  | -------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





38  New accounting
pronouncementscontinuedIn
  March 2005, the FASB issued Interpretation 47 (FIN 47). FIN 47 clarifies that
  the term conditional asset retirement obligation as
    used in SFAS no. 143, refers to a legal obligation to perform an asset retirement
    activity in which the timing and (or) method of settlement are conditional
    on a future event that may or may not be within the control of the entity.
    The obligation to perform the asset retirement activity
    is unconditional even though uncertainty exists about the timing and (or)
  method of settlement. FIN 47 is effective for fiscal periods beginning on or
  after
    15 December 2005. Buhrmann is currently reviewing the impact that adoption
    of FIN 47 will have on its consolidated results of operations, financial
position and cash flows but expects that it will not have a material impact. In May 2005, the FASB
  issued SFAS no. 154, Accounting Changes and Error Corrections which replaces Accounting Principles Board Opinion no. 20 Accounting Changes and
  SFAS no. 3 Reporting Accounting Changes in Interim Financial Statements  an amendment of ABP Opinion no. 28. SFAS
  no. 154 provides guidance on the accounting for and reporting of accounting
  changes and error corrections. SFAS no. 154 eliminates the requirement in Accounting
  Principles Board Opinion no. 20 to include the cumulative effect of changes
  in accounting principles in the income statements. SFAS no. 154 establishes
  retrospective application, or application as of the
  earliest practicable date, as the required method for reporting a change in
  accounting principle and restatement with respect to the reporting of a correction
  of an error. SFAS no. 154 is effective for accounting changes and corrections
  of errors made in fiscal periods beginning after 15 December 2005. Buhrmann
  is currently reviewing the impact that adoption of SFAS no. 154 will have on
  its consolidated results of operations, financial position and cash flows but
  expects that it will not
  have a material impact. 39  Transition from Dutch GAAP to IFRSFor an explanation
  of the transition procedures, see Note 2 Summary of accounting policies under
  Basis of presentation.  The reconciliation of the Consolidated Statement of Income for the year ended 31 December 2004 from Dutch GAAP to IFRS is as follows: Adjustments onDutch GAAPDutch GAAP
   
   Reclassifications
   
   to IFRS
   
   IFRS
   
   FootnoteNet sales
   5,539
   
   
   
   14
   
   5,553
   
   aTotal cost of trade goods sold/Purchase value of trade goods sold
   (4,063
   )
   172
   
   9
   
   (3,882
   )
   bAdded value/gross contribution
   1,476
   
   172
   
   23
   
   1,671Employee benefit expenses
   (889
   )
   3
   
   6
   
   (880
   )
   cDepreciation of property, plant andequipment and amortisation ofinternally used software and otherintangible assets (other than goodwill)
   (84
   )
   
   
   (5
   )
   (89
   )
   eAmortisation of goodwill
   (45
   )
   
   
   45
   
   
   
   fOther operating expenses
   (297
   )
   (175
   )
   (16
   )
   (488
   )
   dOperating result
   161
   
   
   
   53
   
   214Repurchase 2009 Notes
   (35
   )
   
   
   
   
   (35
   )Other financing expenses
   (68
   )
   
   
   (24
   )
   (92
   )Total financing expenses
   (103
   )
   
   
   (24
   )
   (127
   )
   gShare
       in result of associates
   
   
   
   
   
   
   Subsequent result from disposal of operations
   6
   
   
   
   
   
   6Result before taxes (and minority interests)
   64
   
   
   
   30
   
   94Taxes
   33
   
   
   
   (20
   )
   13
   
   hMinority interests
   (17
   )
   
   
   (1
   )
   (18
   )Net result attributable to holdersof ordinary shares Buhrmann NV
   80
   
   
   
   10
   
   90


---



Back to Contents

|132 |                                        | Buhrmann |                                    | Chapter
      8
|--- | -------------------------------------- | -------- | ---------------------------------- | ---------------
|    | 2005
      Annual Report and Form 20-F |          | 4Consolidated Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





39  Transition
    from Dutch GAAP to IFRScontinuedReclassificationsWith
        the transition from Dutch GAAP to IFRS a reclassification of the Income
        Statement is established. Starting the financial year 2005 and including
        the comparatives of 2004 the following reclassifications for 2004 are
    made:
   Under
       Dutch GAAP, delivery expenses were included in costs of trade goods sold.
       Under IFRS, delivery expenses arei n cluded as
    other operating expenses (€133 million).
   Under
       Dutch GAAP, the expenses related to temporary employees were included
       in costs of trade goods sold. Under IFRS, these expenses are reported
       as sub contractor costs as part of other operating
    expenses (€30 million).
   Under
       Dutch GAAP, the additions to and releases from the allowance for bad debt
       were included in the costs of trade goods sold. Under IFRS, these additions
       or releases will be reported as part
    of other operating expenses (€6 million).
   Under
       Dutch GAAP, the compensation paid to commissionmer chants was included
       in costs of trade goods sold. Under IFRS, these expenses are included
       in other operating expenses (€3 million).
   Under
       Dutch GAAP, certain fees were reported as part of employee benefit expenses.Under
       IFRS, these expenses are included in other operating expenses. Due to the abovementioned
changes that impact the reported costs of trade goods sold, we decided to rename Added value into Gross contribution. Adjustmentsa   Net
salesUnder
Dutch GAAP, (unconditional) catalogue income was included in cost of trade goods
sold. Under IFRS these benefits are included in net sales (€12 million). Under
Dutch GAAP, income from freight expenses charged to customers was netted against
the delivery expenses.
Under IFRS
this income is reported under net sales (€7 million). Further, net sales changed
as a result of several minor changes in revenue recognition and reclassification
(negative €5 million). b   Purchase
value of trade goods soldUnder
Dutch GAAP we recognised volume-related catalogue income from suppliers on the
principle of
revenue matching. In practice, that is the period that the catalogue is in use
(street
life). Under IFRS this income is deferred under inventory and released
to income when the relevant merchandise has been sold, identical to volume-related
vendor rebates (€3
million). Under Dutch GAAP some rental income was reported under other operating
expense and depreciation while under IFRS this income forms part of purchase
value
of trade goods sold (€9 million). Under Dutch GAAP, (unconditional) catalogue
income was netted with expenses made to produce the catalogue and included in
cost of trade goods sold. Under IFRS the unconditional catalogue income is included
in net sales (see Note 6) while the expenses are included in other operational
expenses (€11 million). c   Employee
  benefits expensesUnder
  IFRS, the net periodic pension costs of our defined benefit plans (consisting
  of service costs, interest costs and the expected return on assets) are recognised
  as employee benefit
expenses. This change resulted in a benefit of €13
million in 2004. Under IFRS, share-based payments are recognised as expense in
the Income Statement, measured at fair value. For Buhrmann this applies to the
Buhrmann Incentive Plan and the Corporate Express Australia share-based plans.
Under Dutch GAAP share-based payments did not result in charges in
the Income Statement (but were disclosed in a footnote). The calculated value
of an option series is expensed on a straight-line basis over the vesting period
as an operating cost. This change resulted in a charge of €7 million in 2004.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                          | 133
| |  | ------------------------------------ |  | -------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





39  Transition
          from Dutch GAAP to IFRScontinued d   Other operating expensesThe change
  in other operating expenses (€6 million expense) is caused by the under footnotes
  a) and b) mentioned change
in sales and purchase value of trade goods sold. e   Depreciation of property, plant and equipment and amortisation
of internally
used software and other intangibles assetsUnder IFRS assets for rental and demonstration machines, such as those we have in our Graphic Systems Division, are reclassified from inventories to property, plant and equipment. As a result
the depreciation cost on these assets under IFRS is reported under depreciation of property, plant and equipment. Under Dutch GAAP this depreciation cost was reported as part of cost of trade goods sold. f   Amortisation of goodwillUnder IFRS goodwill is no longer systematically amortised, but at least annually a goodwill impairment test will be performed. Under Dutch GAAP Buhrmann performed very similar goodwill
impairment tests. As at 1 January 2004 amortisation under IFRS ceased. g   Total financing expensesUnder IFRS, our Subordinated Convertible Bond is recognised as a compound financial instrument. The carrying amount of the liability component has been valued by measuring the fair value of a
similar liability at issuance that does not have an associated equity component. The carrying amount of the equity instrument is determined by deducting the fair value of the financial liability from the proceeds of the financial instrument as a whole. Interest charges are
calculated under the effective interest method resulting in imputed interest (€4
million expense). Under IFRS our Preference Shares A and C qualify as a liability. For the Preference Shares A, the (non-tax deductible) interest charge equals the dividend payable on the instrument
(€11
million expense). For the Preference Shares C, the (non-tax deductible) interest
charges are calculated under
the effective interest method (€31 million expense). The Preference Shares C had a conversion option. The conversion option was indexed to both the share price and the US$/Eexchange
rate. These components could not be separated from each other as both elements
impacted the decision the holder takes whether to convert. Therefore the conversion
option was treated as one derivative and included in the balance sheet (in other non-current liabilities)
at fair value. Changes in the fair value were recorded in the income statement
(€5 million expense in 2004). As the Preference Shares C are denominated in US$ and under IFRS qualifies as a liability the translation result on this debt is recognised in the Income Statement (€22 million income). In our Dutch GAAP accounts
financing fees are capitalised under financial assets and amortised linearly
over the term of the related financing. Under IFRS transaction costs are deducted
from the proceeds received. These net proceeds including any discounts or premiums
make up the amortised costs. The difference between the amortised costs and the
redemption value is recognised (accretion) in the Income Statement
over the period of the financing using the effective interest method (financing
costs €2
million expense). Under IFRS, the fair value changes of Interest Rate Swaps qualify as financing costs, resulting in a benefit of €3
million. h   TaxesOur IFRS accounting results in a different tax position than under Dutch GAAP. In some cases specific IFRS accounting rules may generate tax effects, which are reflected in the presented
Consolidated Financial Statements.


---



Back
  to Contents

|134 |                                      | Buhrmann |                                        | Chapter
    8
|--- | ------------------------------------ | -------- | -------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements

Notes to
  the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise





39
    Transition
      from Dutch GAAP to IFRScontinuedThe
      reconciliation of the Consolidated Opening Balance Sheet at 1 January 2004
      from Dutch GAAP to IFRS is as follows: Footnote
   
    Dutch
   
    Effects
      of transition
   
    IFRSGAAP
    to
      IFRSAssetsNon-current assetsGoodwill
   
   
   1,400
   
   
   
   1,400Internally used software
   
   
   143
   
   
   
   143Other intangible assets
   
   
   
   
   
   
   Property, plant and equipment
   i,r
   
   208
   
   17
   
   225Net pension asset for funded schemes in surplus
   k
   
   
   
   113
   
   113Deferred tax assets
   j
   
   366
   
   73
   
   439Investment in associates
   
   
   6
   
   
   
   6Other non-current assets
   k,l
   
   49
   
   (26
   )
   232,172
   
    176
   
    2,348Current assetsInventories
   i,m
   
   423
   
   (24
   )
   399Trade receivables
   n
   
   736
   
   40
   
   776Prepaid expenses and accrued income
   m
   
   182
   
   (27
   )
   155Current tax receivable
   
   
   17
   
   
   
   17Cash and cash equivalents
   
   
   145
   
   
   
   145Other current assets
   
   
   2
   
   (2
   )
   1,505
   
    (13
    )
    1,492Total
      assets
   
   
    3,677
   
    163
   
    3,840Equity
      and liabilitiesShareholders
      equity
   q,s
   
   1,436
   
   (364
   )
   1,072Minority
      interests
   
   
   48
   
   (1
   )
   47Total
      equity
   
   
    1,484
   
    (365
    )
    1,119Non-current liabilitiesLong-term borrowings
   l,o
   
   949
   
   396
   
   1,345Deferred tax liabilities
   j
   
   177
   
   40
   
   217Pensions
   k
   
   18
   
   14
   
   32Other non-current liabilities
   o
   
   
   
   12
   
   12Other non-current provisions
   
   
   79
   
   5
   
   841,223
   
    467
   
    1,690Current liabilitiesCurrent portion of long-term borrowings
   
   
   28
   
   
   
   28Short-term loans and bank overdrafts
   
   
   5
   
   
   
   5Trade payables
   
   
   644
   
   
   
   644Current tax payable
   
   
   
   
   
   
   Other current provisions
   
   
   35
   
   
   
   35Other current liabilities
   m,n,p,r
   
   258
   
   61
   
   319970
   
    61
   
    1,031Total
      equity and liabilities
   
   
    3,677
   
    163
   
    3,840


---



Back to Contents

| | Buhrmann                             |  | Chapter
    8                          | 135
| | ------------------------------------ |  | -------------------------------------- | ---
| | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements

Notes to
  the Consolidated Financial Statementsin millions
of euro, unless stated otherwise





39
    Transition
      from Dutch GAAP to IFRScontinuedi
	Property, plant and equipmentUnder
      IFRS assets for rental and demonstration machines, such as those we have
      in Graphic Systems, with a total book value at 1 January 2004 of €15 million
      are reclassified from inventories to property, plant and equipment. j
  Deferred
        tax assetsIn
      the IFRS opening balance sheet the following adjustments have been made
      to deferred tax balances:
    Valuation
      allowances on deferred tax assets amounting to €19 million that do not qualify
      under IFRS.
    Differences
      in allocation of tax provisions resulting in an adjustment in the IFRS opening
      balances sheet of €32 million. The adjustments
      included in the IFRS opening balance sheet resulted in a deferred tax adjustment
      of €18
million.Footnote
   
    1
      January 2004Pensions
   k
   
   (33
   )Catalogue income
   m
   
   15Convertible bond
   o
   
   (13
   )Derivatives
   p
   
   4Other
   
   
   9Total
      adjustment to deferred tax
   
   
    (18
    ) This adjustment
  of€18
  million is recognised in the balance sheet as a deferred tax asset of €23 million
  and a deferred tax liability of €41 million. k    Prepaid pension costs, financial assets and employee benefit obligationsIFRS requires defined benefit obligations and plan assets to be measured and recognised at fair value resulting in significant differences with Dutch GAAP. In addition to guidance on
accounting for pension plans, IAS 19 includes guidance on all post-retirement and long-term employee benefits. All actuarial gains and losses arising before the date of transition in the opening balance sheet are recognised, using the exemption as mentioned in IFRS 1. All funded
  identified pension plans except for the Dutch pension plan are under funded
  under IFRS and resulted in an increase in employee benefit obligation for a
  total amount of €18 million and a decrease in financial asset of €3 million.
  The Dutch pension plan is over funded for an amount of €113 million resulting
  in an asset that is subject to a limitation based on recoverability. Expecting
  that the entire amount will be recoverable, an amount of €113 million is recognised
  as an asset in the opening balance sheet for the Dutch plan against equity and
  deferred tax. l    Other non-current assetsUnder Dutch GAAP financing costs were capitalised and amortised linearly over the term of the related financing. Under IFRS financing costs are deducted from the proceeds received. The net of
proceeds received, financing costs and any discounts or premiums are valued at amortised cost using the effective interest rate method. Under Dutch GAAP financing fees amounting to €30
million
were recorded as a financial asset as at 31 December 2003; under IFRS €26 million
qualifies as financing fees. The difference is booked against equity and deferred
taxes. Financing costs for the revolver and short-term securitised notes (€7
million) are treated and reported similarly under IFRS and Dutch GAAP. The costs
are capitalised and amortised on a straight-line basis over the life of the respective
revolver securitisation
programme. m    Inventories and current assetsUnder
IFRS assets for rental and demonstration machines, such as those we have in our
Graphic Systems Division, with a total book value at 1 January 2004 of €15 million
are reclassified from inventories
to property, plant and equipment. Under Dutch GAAP we recognised volume-related catalogue income from
suppliers on the principle of revenue matching. In practice, that is the period
that the catalogue is in use (street
life). Under IFRS this rebate is deferred under inventory and released
to income when the relevant merchandise has been sold, identical to volume-related
vendor rebates. The effect in the IFRS opening balance sheet for the change in application of the accounting policy for catalogue income is to decrease inventories by €8 million, to decrease other current assets
by €27 million and increase other current liabilities by €5 million
against equity and deferred taxes.


---



Back to Contents

|136 |                                      | Buhrmann |                                        | Chapter
    8
|--- | ------------------------------------ | -------- | -------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements

Notes to
  the Consolidated Financial Statementsin millions
  of euro, unless stated otherwise







39
    Transition
      from Dutch GAAP to IFRScontinuedn
	 Trade
      receivablesUnder
      Dutch GAAP certain installment receivables, sold to bank, for which the
      banks keep a right of recourse towards Buhrmann were not accounted for on
      balance. Derecognition of these receivables is not allowed under IFRS. The
      effect is to increase other trade receivables by €40 million and to increase
      current liabilities by €40 million. o
     Equity and non-current financial liabilitiesUnder IFRS
  our Preference Shares A and C qualify as liabilities. Under Dutch GAAP they
  were recorded as equity. Because the liability of Preference Shares A is perpetual,
  the related financing fees are not amortised. For the Preference Shares A, the
  (non-tax deductible) interest charge equals the dividend payable on the instrument.
  For the Preference Shares C, the (non-tax deductible) interest charges are calculated
  using the effective interest method. The Preference
  Shares C have a conversion option. As this option is indexed to both the share
  price and the US$/€exchange rate, the conversion option classifies as a derivative under IFRS rather
  than as equity. Therefore it is valued separately as a derivative (liability)
  at fair value. The changes in fair value of this derivative (liability) are
  accounted for in the Income Statement. As from 2004 interest fees are calculated using the effective interest method. The effect of the Preference Shares A is to decrease equity by €178
million and to increase loans by €178 million (net of financing
fees). The effect of the Preference Shares C is to decrease equity by €281 million,
and to increase loans by €281 million. Under IFRS, the components of a financial instrument that create a financial liability of the entity and grant an option to the holder of the instrument to convert it into an equity instrument
of the entity, are recognised separately. The Subordinated Convertible Bond, amounting to €111
million net of financing costs, qualifies for such treatment. Under Dutch GAAP,
the Subordinated Convertible Bond was fully recorded as a liability. The carrying amount of the liability component has been valued by measuring the fair value of a similar liability at issuance that does not have an associated equity component, resulting in a
liability of €73
million after deduction of pro rata financing fees. The carrying amount of the
equity instrument represented by the option to convert the instrument into ordinary
shares is then determined by deducting the fair value of the financial liability
from the fair value of the compound financial instrument as a whole resulting
in an amount of €37 million (net of pro rata financing fees). The effect is to
decrease loans by €38 million, and to increase equity and deferred tax liabilities
by €25 million and €13 million
respectively. p    Current liabilitiesUnder
IFRS all derivates are recognised on the balance sheet at fair value. Under Dutch
GAAP interest rate swaps were not recognised on the balance sheet. The fair value
of the interest rate swaps has now been recognised as per 1 January 2004 amounting
to a liability of €10
million. The effect is an
increase in current liabilities of €10 million against equity and deferred taxes. q    EquityIFRS 2 requires that all share-based payments (such as stock options) are recognised as expense in the profit and loss account and measured at fair value. Under Dutch GAAP share-based payments
did not result in charges to the profit and loss account. IFRS 2 has to be applied for options granted after 7 November 2002, but entities are encouraged to apply this IFRS also for the options granted before 7 November 2002. Buhrmann has decided to
apply IFRS 2 for all outstanding options, including options granted before 7 November 2002. The options granted in 1999 up to and including 2004 are valued
on the basis of Black & Scholes option model (as already disclosed in Form
20-F and Dutch GAAP). The options granted in 2005, and for comparison purposes
also the options granted in 2004, are valued on the basis of a binomial model,
combined with a Monte Carlo simulation, taking into account the number of options
that will vest based on the performance-related
vesting conditions of the option programme. Besides tax effects, equity as at 1 January 2004 has not changed resulting from IFRS 2. The composition of equity however changed with the introduction of the option reserve. The option
reserve reflects the options that are expected to vest and those that have actually been vested. The effect is an increase in option reserve of €22
million against accumulated deficit and deferred taxes. r    Several minor adjustmentsIncrease
in property, plant and equipment of €1
million
and an increase in other payables €3 million against equity and deferred tax.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                          | 137
| |  | ------------------------------------ |  | -------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





39
    Transition
    from Dutch GAAP to IFRScontinueds
    Equity
    reconciliation in opening balance sheetThe reconciliation
          of shareholders equity at 31 December 2003/1 January 2004 from
          Dutch GAAP to IFRS is as follows: Shareholders equity
    at 31 December 2003 according to Dutch GAAP
   
   
   1,436Effects of transition to IFRS: (net of taxes)Preference Shares A
   (178)Preference Shares C
   (281
   )Convertible Bond
   25Derivatives
   (6
   )Recognition financing fees
   (5
   )Deferred tax
   51Defined benefit plans
   59Revenue recognition
   (25
   )Leasing
   (3
   )Other
   (1
   )(364)Shareholders equity
    at 1 January 2004 according to IFRS
   



   



   1,072 The movements in shareholders equity
in 2004 under Dutch GAAP and IFRS are as follows: Dutch
   
   Effects oftransitionGAAP
   to IFRS
   IFRSShareholders equity
    at 31 December 2003/1 January 2004
   1,436
   
   (364
   )
   1,072Dividend ordinary shares for 2003
   (4
   )
   
   



   (4
   )Share issue
   5
   



   
   



   5Result 2004
   80
   



   10
   



   90Accrual dividend Preference Shares A for 2004
   (11
   )
   11
   



   Actuarial losses defined benefit plans
   
   



   (21
   )
   (21
   )Cash flow hedge result taken to equity
   
   



   1
   



   1Addition share-based payment reserve
   
   



   6
   



   6Translation differences
   (87
   )
   
   



   (87
   )Shareholders equity
    at 31 December 2004
   1,419
   



   (357
   )
   1,062


---

---



Back to Contents

|138 |                                      | Buhrmann |                                        | Chapter
    8
|--- | ------------------------------------ | -------- | -------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Consolidated
    Financial Statements



Notes to the Consolidated Financial Statementsin millions of euro, unless stated otherwise





39
    Transition
    from Dutch GAAP to IFRScontinuedThe
          reconciliation of the Consolidated Balance Sheet at 31 December 2004
    from Dutch GAAP to IFRS is as follows: Dutch
   
   Effects oftransitionGAAP
   to IFRS
   IFRSAssetsNon-current assetsGoodwill
   1,282
   
   40
   
   1,322Internally used software
   121
   



   1
   



   122Other intangible assets
   
   



   2
   



   2Property, plant and equipment
   190
   



   12
   



   202Net pension asset for funded schemes in surplus
   
   



   97
   



   97Deferred tax assets
   335
   



   61
   



   396Investment in associates
   4
   



   
   



   4Other non-current assets
   45
   



   (21
   )
   241,977
   



   192
   



   2,169Current assetsInventories
   422
   



   (19
   )
   403Trade receivables
   731
   



   23
   



   754Prepaid expenses and accrued income
   175
   



   (18
   )
   157Current tax receivable
   21
   



   
   



   21Cash and cash equivalents
   154
   



   
   



   154Other current assets
   1
   



   
   



   11,504
   



   (14
   )
   1,490Total assets
   3,481
   



   178
   



   3,659Equity and liabilitiesShareholders equity
   1,419
   



   (357
   )
   1,062Minority interests
   55
   



   1
   



   56Total equity
   1,474
   



   (356
   )
   1,118Non-current liabilitiesLong-term borrowings
   822
   



   410
   



   1,232Deferred tax liabilities
   109
   



   40
   



   149Pensions
   16
   



   18
   



   34Other non-current liabilities
   
   



   17
   



   17Other non-current provisions
   74
   



   11
   



   851,021
   



   496
   



   1,517Current provisions and liabilitiesCurrent portion of long-term borrowings
   33
   



   
   



   33Short-term loans and bank overdrafts
   6
   



   
   



   6Trade payables
   663
   



   10
   



   673Current tax payable
   7
   



   
   



   7Other current provisions
   15
   



   3
   



   18Other current liabilities
   262
   



   24
   



   286986
   



   38
   



   1,024Total equity and liabilities
   3,481
   



   178
   



   3,659


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    8                          | 139
| |  | ------------------------------------ |  | -------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Consolidated
    Financial Statements



Company Balance Sheets(
  before appropriation of net result) as of December 2005 and 2004in millions
  of euro





Notes
   
   
   
   2005
   
   
   
   2004AssetsNon-current assetsFinancial fixed assets
   2
   
   
   
   1,800
   
   
   
   1,641Total assets
   



   



   
   



   1,800
   
   
   
   1,641Equity and liabilitiesShareholders equity
   3Issued and paid-in capital
   3
   
   215



   
   
   
   166Additional paid-in capital
   3
   
   1,713



   
   
   
   1,524Treasury shares
   3
   
   (10



   )
   
   
   (10
   )Option reserve
   3
   
   24



   
   
   
   25Other legal reserves
   3
   
   93



   
   
   
   (92
   )Retained earnings
   3
   
   (587



   )
   
   
   (642
   )Result for the year
   3
   
   2



   
   
   
   90Total
    shareholders equity
   3
   



   
   



   1,450
   
   
   
   1,062Non-current provisionsDeferred taxes
   



   



   
   



   10
   
   
   
   12Non-current liabilitiesPreference Shares A
   



   
   178



   
   
   
   178Preference Shares C
   



   
   



   
   
   
   278Convertible Subordinated Bonds
   



   
   83



   
   
   
   78Derivatives
   



   
   



   
   
   
   17261
   
   
   
   551Current liabilitiesOther current liabilities
   



   



   
   



   79
   
   
   
   17Total equity and liabilities
   



   



   
   



   1,800
   
   
   
   1,641




Company Statements of Incomefor
  the years ended 31 December 2005 and 2004 in millions of euro





2005
   
   
   
   2004Result of Group companies and participations (after tax)
   68
   
   
   
   
   
   83Other results (after tax)
   (66
   )
   
   
   
   
   7Net result
   2
   
   
   
   
   
   90


---



Back to Contents

|140 |                                      | Buhrmann |                                   | Chapter
    8
|--- | ------------------------------------ | -------- | --------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Company
    Financial Statements

Notes
  to the Company Balance Sheets and Statements of Incomein millions of
  euro, unless stated otherwise





1
    Summary
      of significant accounting policiesThe
      Company financial statements were prepared in accordance with the statutory
      provisions of Part 9, Book 2, of the Netherlands Civil Code. The Company
      uses the possibility of article 2:362, paragraph 8, to apply for its company
      financial statements the principles of measurement and determination of
      assets, liabilities and result of the consolidated financial statements
      (see Note 2). Buhrmann has adopted
  the International Financial Reporting Standards (IFRS) as accepted by the European
  Union, for its consolidated financial statements with effect from 1 January
  2005. The first-time adoption of these standards resulted in changes in the
  accounting principles and valuation of assets, provisions and liabilities (the IFRS-1 adjustments).
  These adjustments are largely adopted retrospectively in the comparable figures
as per 1 January 2004.
Buhrmann NV has opted
  to apply with effect from 1 January 2005 for its company financial statements
  the principles of measurement and determination of assets, liabilities and
  result (among which the principles for presentation of financial instruments
  as shareholders equity or as liability) of the consolidated financial
  statements. Buhrmann NV opted for these changes in order to improve the financial
  reporting of the company financial statements. As a result of this decision
  equity and net profit in the entity financial statements remain in principle
  equal to those in the consolidated financial statements, which is generally
  accepted in the Netherlands. Moreover it
  leads to efficiency in financial reporting as the Company confines with only
one set of accounting principles for the subsidiaries to be consolidated. Compared to the financial statements of 2004 the following changes occurred:
   changes
       in shareholders equity as per 1
    January 2004 and as per 31 December 2004 as a consequence of the IFRS-1-adjustments;
   changes
       in the result for the year ended 31 December 2004 as a consequence of
       the IFRS-1-adjustments; We refer to Note 39 of the Consolidated Financial Statements for the impact on
    the 2004 equity and result. Structure of shareholders equityAs
per 1 January 2005, the applicable legislation related to the creation and sustaining
of legal reserves
en revaluation reserves has changed. As a result of these statutory regulations,
but
also as a result of the changed accounting principles, the structure of shareholders equity
has changed. Shareholders equity,
ordinary shares, preference sharesBuhrmanns Ordinary Shares are classified as shareholders equity. External costs directly attributable to the issue of new ordinary shares, other than in connection with business
combinations, are deducted from shareholders equity, net of tax. Buhrmanns Preference
Shares A and C are classified as a financial liability and stated at fair value
(proceeds received net of transaction costs incurred). Under IFRS, the critical
feature in differentiating a financial liability from an equity instrument is
the existence of a contractual obligation on one party (the issuer) to deliver
cash or another financial asset to the other party (the holder) or to exchange
another
financial instrument with the holder under conditions that are potentially unfavourable
to the issuer. When such a contractual obligation exists, that instrument meets
the definition of a financial liability regardless of the manner in which the
contractual obligation will be settled. The option reserve in shareholders equity is the amount of expenses recognised in connection with the employee share options. When the options are exercised or lapsed, a
reclassification from the option reserve to retained earnings within shareholders equity
takes place. The cumulative translation adjustments in shareholders equity relates to the translation into euro of assets and liabilities of Group companies whose functional currency is
not the euro. When a Group company is sold or otherwise disposed of, the cumulative translation adjustments, if any, are recognised in the income statement as part of the result on the sale or disposal. Also, cumulative translation adjustments with
respect to long-term loans that are designated as permanent investments (quasi equity, see Principles of consolidation)
are recognised in the income statement when these loans are reduced. The hedge
  reserve relates to changes in the fair value of the interest rate swaps for
  which hedge accounting is applied. The amounts recorded in the hedge reserve
  are recognised in the income statement, as other financing expenses, when the
  hedged item affects the income statement.


---



Back to Contents

| | Buhrmann                             |  | Chapter
    8                     | 141
| | ------------------------------------ |  | --------------------------------- | ---
| | 2005
    Annual Report and Form 20-F |  | 4Company
    Financial Statements

Notes to
  the Company Balance Sheets and Statements of Incomein millions of euro,
  unless stated otherwise





1
    Summary
      of significant accounting policiescontinuedSubordinated
      Convertible BondsBuhrmanns Subordinated Convertible Bonds are classified as a compound
      financial instrument. The conversion option is recorded directly in shareholders
      equity (net of taxes) and the liability component as long-term borrowings.
      The liability component is initially stated at fair value (proceeds received
      net of transaction costs incurred) and is subsequently stated at amortised
      cost which is the initial amount minus interest and principal payments plus
      cumulative amortisation using the effective interest method of any difference
      between the initial amount and the maturity amount. The amortisation is
      recorded in the income statement. The value of the conversion option is
      determined using the residual method. 2
    Financial
      fixed assetsThe
      changes in the financial fixed assets are as follows: Participations
   
    Receivables
   
    Capitalisedin
      Group
   
    from
      Group
   
    financingTotal
   
    companies
   
    companies
   
    feesBook
      value at 31 December 2003
    1,633
   
    736
   
    893
   
    4Adjustments on Dutch GAAP to IFRS
   66
   
   70
   
   
   
   (4
   )Book
      value at 1 January 2004
    1,699
   
    806
   
    893
   
    Proceeds collected by Group companies
   (54
   )
   
   
   (54
   )
   Financial restructuring
   
   
   (244
   )
   244
   
   Result from Group companies
   83
   
   83
   
   
   
   Translation differences
   (87
   )
   (87
   )
   
   
   Book
      value at 31 December 2004
    1,641
   
    558
   
    1,083
   
    Proceeds collected by Group companies
   (89
   )
   
   
   (89
   )
   Financial restructuring
   
   
   (56
   )
   56
   
   Result from Group companies
   68
   
   68
   
   
   
   Translation differences
   180
   
   180
   
   
   
   Book
      value at 31 December 2005
    1,800
   
    750
   
    1,050
   
     Group companies
  have been valued at their net asset value (or the proportional part thereof).
  Certain Group companies have a negative net asset value. At 31 December 2005,
  a provision equal to the negative net asset value has been deducted from receivables.


---



Back to Contents

|142 |                                      | Buhrmann |                                   | Chapter
    8
|--- | ------------------------------------ | -------- | --------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Company
    Financial Statements

Notes to
  the Company Balance Sheets and Statements of Incomein millions of euro,
  unless stated otherwise





3
    Shareholders
      equityFor
      details of changes in shareholders equity, see the Notes to the Consolidated
      Financial Statements. Other
      legal reservesNumber
      of ordinary shares
    
    Issued
      and
    
    Additional
    
    Treasury
    
    
    
    Cumulativefully
      paid-up
   
   paid-in
   
   shares
   
   Option
   
   translation
   
   Hedge
   
   Retained
   
   Result
      for
   
   ShareholdersIssued
   
    Treasury
    
    capital
    
    capital
    
    at
      cost
    
    reserve
    
    adjustment
    
    reserve
    
    earnings
    
    the
      year
    
    equityBalance
      at31
      December 2003
    136,691,918
   
    (526,155
    )
    228
   
    2,055
   
    (10
    )
    
   
    
   
    
   
    (705
    )
    (132
    )
    1,436Adjustments
    on
    Dutch GAAP to IFRS:
   
   
    Preference
    shares A
   
   
   
   
   (64
   )
   (117
   )
   
   
   
   
   
   
   
   
   3
   
   
   
   (178
   ) Preference
    shares C
   
   
   
   
   (0
   )
   (417
   )
   
   
   
   
   
   
   
   
   136
   
   
   
   (281
   ) Convertible
    bond
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   25
   
   
   
   25 Option
    reserve
   
   
   
   
   
   
   
   
   
   
   22
   
   
   
   
   
   (22
   )
   
   
    IFRS
    adjustmentsGroup companies
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (6
   )
   76
   
   
   
   70Balance
      at 1 January2004 based on IFRS
    136,691,918
   
    (526,155
    )
    164
   
    1,521
   
    (10
    )
    22
   
    
   
    (6
    )
    (487
    )
    (132
    )
    1,072Appropriation
    of
    result 2003
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (132
   )
   132
   
   Total recognised
     income
    and expense
    for the year 2004
   
   
   
   
   
   
   
   
   
   
   
   
   (87
   )
   1
   
   (22
   )
   90
   
   (18
   )Dividend
    relating
    to 2003
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (4
   )
   
   
   (4
   )Issued
    shares for
    stock dividend
   1,434,610
   
   (5,209
   )
   2
   
   3
   
   
   
   
   
   
   
   
   
   
   
   
   
   5Options lapsed
   
   
   
   
   
   
   
   
   
   
   (3
   )
   
   
   
   
   3
   
   
   
   Addition
    option reserve
    share-based payments
   
   
   
   
   
   
   
   
   
   
   6
   
   
   
   
   
   
   
   
   
   6Balance
      at31 December 2004
    138,126,528
   
    (531,364
    )
    166
   
    1,524
   
    (10
    )
    25
   
    (87
    )
    (5
    )
    (642
    )
    90
   
    1,062Changes
      for 2005:Appropriation
    for
    result 2004
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   90
   
   (90
   )Total recognised
     income
    and expense
    for the year 2005
   
   
   
   
   
   
   
   
   
   
   
   
   180
   
   5
   
   (21
   )
   2
   
   166Dividend
    relatingto 2004
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (12
   )
   
   
   (12
   )Issued shares
   41,198,176
   
   (43,628
   )
   49
   
   189
   
   
   
   
   
   
   
   
   
   
   
   
   
   238Repurchase
    shares
    CE Australia
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   
   (10
   )
   
   
   (10
   )Options lapsed
   
   
   
   
   
   
   
   
   
   
   (8
   )
   
   
   
   
   8
   
   
   
   Addition
       option
       reserve
    share-based
    payments
   
   
   
   
   
   
   
   
   
   
   7
   
   
   
   
   
   
   
   
   
   7Balance
      at31 December 2005
    179,324,704
   
    (574,992
    )
    215
   
    1,713
   
    (10
    )
    24
   
    93
   
    
   
    (587
    )
    2
   
    1,450


---



Back to Contents

| | Buhrmann                             |  | Chapter
    8                     | 143
| | ------------------------------------ |  | --------------------------------- | ---
| | 2005
    Annual Report and Form 20-F |  | 4Company
    Financial Statements

Notes to
    the Company Balance Sheets and Statements of Incomein millions of euro,
unless stated otherwise





4Commitments
  not included in the Balance SheetBuhrmann NV acts as guarantor for loans taken by Group companies (see Note 29 to the Consolidated Balance Sheet) amounting to €1,055
million in 2005. In addition, Buhrmann NV acts as guarantor in certain legal
acts of a number of Group companies in the Netherlands and abroad, including
entering into lease contracts and interest rate and currency swap contracts. Furthermore, declarations of joint and several liability (as referred to in Article 403, Title 9, Book 2 of the Dutch Civil Code) have been filed for debts resulting from legal acts of a
number of Group companies established in the Netherlands. Amsterdam, 23
  February 2006 Supervisory
      Board
    Executive
      BoardP.C. van
      den Hoek
    F.H.J.
      KoffrieA.G. Jacobs
    G. DeanG. Izeboud
    M.S. HoffmanB.J. Noteboom
    F.F. WallerJ. PeelenG.H. Smit


---



Back to Contents

|144 |                                      | Buhrmann |                                             | Chapter
    8
|--- | ------------------------------------ | -------- | ------------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Supplemental
        Guarantor Information

Supplemental Guarantor Information





As part of the Senior Facilities Agreement and Indenture related to the Senior
Subordinated Notes, Buhrmann NV and certain subsidiaries of Buhrmann NV act as
guarantors. Presented below is consolidated information for Buhrmann US Inc.,
the issuer of the debt, Buhrmann NV, the parent guarantor of the debt, the guarantor
subsidiaries of Buhrmann NV (listed below), and the non-guarantor subsidiaries
of Buhrmann NV. All of the subsidiary guarantors are wholly owned subsidiaries
of Buhrmann NV. Pursuant to the Senior Facilities Agreement and the Indenture
related to the Senior Subordinated Notes, Buhrmann NV and its subsidiary guarantors
jointly, severally, fully and unconditionally
guarantee Buhrmann US Inc.s debt securities. Most reconciling items from IFRS to US GAAP as detailed in Note 37 are related to the operating activities of the guarantors. The US GAAP adjustment to the guarantor column would increase net
result (attributable to holders of ordinary shares Buhrmann NV) for the year 2005 by €125
million and would
increase non-guarantor net result by €9 million (2004: increase of €29 million
and decrease €11 million respectively). The US GAAP adjustment would increase
the guarantor equity at 31 December 2005 by €66 million and would increase non-guarantor
equity by €62 million
(2004: increase of €367 million and increase of €45 million respectively).


Guarantor
    Subsidiariesas
        of 31 December 2005





a United
      StatesASAP
  Software Express, Inc.
  BTOP USA Corp.
  BTOPI Holding (U.S.)
  Buhrmann Swaps, Inc.Corporate
  Express Document & Print Management Inc.
  Corporate Express Office Products, Inc.Corporate
  Express Philadelphia Real Estate, Inc.
  Corporate Express Promotional Marketing, Inc.
  Corporate Express of Texas, Inc.Corporate
  Express, Inc.
License Technologies Group, Inc. b The
  NetherlandsBuhrmann
  Financieringen B.V. (f/k/a KNP BT Financieringen B.V.)
  Buhrmann Fined B.V. (f/k/a Finbelco B.V.)
  Buhrmann II B.V. (f/k/a KNP BT II B.V.)
  Buhrmann International B.V.Buhrmann
  Nederland B.V.Buhrmann
  Nederland Holding B.V. (f/k/a Scadisbel B.V.)
  Tetterode-Nederland B.V.Veenman
  B.V. (f/k/a Corporate Express Document Automatisering B.V.)
  Buhrmann Office Products Nederland B.V. (f/k/a Corporate Express Benelux B.V.) c BelgiumBuhrmann
  Shared Service Center (Europe) NV d LuxembourgBuhrmann
Luxembourg S.A.R.L.


---



Back
    to Contents

| |  | Buhrmann                         |  | Chapter
    8                           | 145
| |  | -------------------------------- |  | --------------------------------------- | ---
| |  | 2005 Annual Report and Form 20-F |  | 4Supplemental
    Guarantor Information



Consolidated
    Statement of Income31
    December 2005 (IFRS)in millions of euro, unless stated otherwise





GuarantorNon-guarantorIssuer
      of debt
    
    Parent
    
    Subsidiaries
    
    subsidiaries
    
    Eliminations
    
    TotalNet
      sales
    
    
    
    
    3,713
    
    2,177
    
    
    
    5,890Purchase
      value of trade goods sold
    
    
    
    
    (2,586
    )
    (1,528
    )
    
    
    (4,114
    )Gross contribution
    
    
    
    
    1,127
    
    649
    
    
    
    1,776Employee
      benefit expenses, excluding restructuring
    
    
    
    
    (584
    )
    (331
    )
    
    
    (915
    )Depreciation
      of property, plant and equipmentand amortisation
      of internally used softwareand other
      non-current intangibles
    
    
    
    
    (64
    )
    (25
    )
    
    
    (89
    )Other operating
      expenses, excluding restructuringand charge
      Civil Settlement Agreement
    (1
    )
    
    
    (286
    )
    (232
    )
    
    
    (519
    )Charge
      Civil Settlement Agreement
    
    
    
    
    (4
    )
    
    
    
    
    (4
    )Restructuring
      expenses
    
    
    
    
    (10
    )
    (7
    )
    
    
    (17
    )Operating
      result
    (1
    )
    
    
    179
    
    53
    
    
    
    232Total financing
      expenses
    116
    
    (90
    )
    (219
    )
    3
    
    
    
    (191
    )Intercompany
      settlements
    
    
    31
    
    (45
    )
    14
    
    
    
    Share in
      result of associates andsubsequent
      result from disposalof operations
    
    
    
    
    6
    
    (1
    )
    
    
    5Result
      before taxes
    115
    
    (59
    )
    (79
    )
    69
    
    
    
    46Taxes
    (45
    )
    (7
    )
    32
    
    (5
    )
    
    
    (25
    )Results
      from subsidiaries
    (66
    )
    68
    
    
    
    
    
    (2
    )
    Net
      result
    4
    
    2
    
    (47
    )
    64
    
    (2
    )
    21Attributable
      to:Holders
      of ordinary shares Buhrmann NV
    4
    
    2
    
    (47
    )
    45
    
    (2
    )
    2Minority
      interests in Group companies
    
    
    
    
    
    
    19
    
    
    
    194
    
    2
    
    (47
    )
    64
    
    (2
    )
    21


---



Back
    to Contents

|146 |                                      | Buhrmann |                                         | Chapter
    8
|--- | ------------------------------------ | -------- | --------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Supplemental
    Guarantor Information



Consolidated
  Statement of Income31
  December 2004 (IFRS)in millions
  of euro, unless stated otherwise





GuarantorNon-guarantorIssuer
      of debt
    
    Parent
    
    Subsidiaries
    
    Subsidiaries
    
    Eliminations
    
    TotalNet
      sales
    
    
    
    
    3,552
    
    2,001
    
    
    
    5,553Purchase
      value of trade goods sold
    
    
    
    
    (2,485
    )
    (1,397
    )
    
    
    (3,882
    )Gross contribution
    
    
    
    
    1,067
    
    604
    
    
    
    1,671Employee
      benefit expenses, excluding restructuring
    
    
    
    
    (561
    )
    (319
    )
    
    
    (880
    )Depreciation
      of property, plant and equipment andamortisation
      of internally used software andother non-current
      intangibles
    
    
    
    
    (64
    )
    (25
    )
    
    
    (89
    )Other operating
      expenses, excluding restructuringand charge
      Civil Settlement Agreement
    (1
    )
    
    
    (265
    )
    (217
    )
    
    
    (483
    )Restructuring
      expenses
    
    
    
    
    (1
    )
    (3
    )
    
    
    (5
    )Operating
      result
    (1
    )
    
    
    176
    
    40
    
    
    
    214Total financing
      expenses
    81
    
    (3
    )
    (221
    )
    16
    
    
    
    (126
    )Intercompany
      settlements
    
    
    4
    
    (17
    )
    13
    
    
    
    Share in
      result of associates and subsequentresult
      from disposal of operations
    
    
    
    
    7
    
    (1
    )
    
    
    6Result
      before taxes
    80
    
    1
    
    (55
    )
    68
    
    
    
    94Taxes
    (31
    )
    6
    
    9
    
    29
    
    
    
    13Results
      from subsidiaries
    (68
    )
    82
    
    
    
    
    
    (14
    )
    Net
      result
    (19
    )
    90
    
    (46
    )
    97
    
    (14
    )
    107Attributable
      to:Holders
      of ordinary shares Buhrmann NV
    (19
    )
    90
    
    (46
    )
    79
    
    (14
    )
    90Minority
      interests in Group companies
    
    
    
    
    
    
    18
    
    
    
    18(19
    )
    90
    
    (46
    )
    97
    
    (14
    )
    107


---



Back to Contents

| | Buhrmann                             |  | Chapter
    8                           | 147
| | ------------------------------------ |  | --------------------------------------- | ---
| | 2005
    Annual Report and Form 20-F |  | 4Supplemental
    Guarantor Information

Consolidated
    Balance Sheet31
  December 2005 (IFRS)in
  millions of euro, unless stated otherwise





GuarantorNon-guarantorIssuer
      of debt
    
    Parent
    
    Subsidiaries
    
    subsidiaries
    
    Eliminations
    
    TotalAssetsNon-current
      assetsGoodwill
    
    
    
    
    1,379
    
    120
    
    
    
    1,499Internally
      used software 
    
    
    
    
    110
    
    16
    
    
    
    126Other intangible
      assets
    
    
    
    
    5
    
    3
    
    
    
    8Property,
      plant and equipment
    
    
    
    
    136
    
    71
    
    
    
    207Net pension
      asset for funded schemes in surplus
    
    
    
    
    
    
    90
    
    
    
    90Deferred
      tax assets
    5
    
    
    
    398
    
    33
    
    
    
    436Investment
      in associates
    
    
    
    
    4
    
    
    
    
    
    4Other non-current
      assets
    5
    
    
    
    19
    
    2
    
    
    
    2610
    
    
    
    2,051
    
    335
    
    
    
    2,397Group participations
    
    
    1,800
    
    
    
    
    
    (1,800
    )
    Current
      assetsInventories
    
    
    
    
    277
    
    176
    
    
    
    453Trade receivables
    
    
    
    
    482
    
    391
    
    
    
    874Prepaid
      expenses and accrued income
    
    
    
    
    134
    
    54
    
    
    
    188Current
      tax receivable
    
    
    
    
    12
    
    4
    
    
    
    16Cash and
      cash equivalents
    
    
    
    
    74
    
    40
    
    
    
    114
    
    
    
    979
    
    666
    
    
    
    1,645Total
      assets
    10
    
    1,800
    
    3,030
    
    1,001
    
    (1,800
    )
    4,042Equity
      and liabilitiesShareholders
      equity
    1,529
    
    1,450
    
    (2,167
    )
    914
    
    (276
    )
    1,450Minority
      interests
    
    
    
    
    
    
    59
    
    
    
    59Total
      equity
    1,529
    
    1,450
    
    (2,167
    )
    973
    
    (276
    )
    1,510Non-current
      liabilitiesLong-term
      borrowings
    782
    
    261
    
    82
    
    13
    
    
    
    1,138Intercompany
      financing
    (2,337
    )
    
    
    4,396
    
    (535
    )
    (1,524
    )
    Deferred
      tax liabilities
    
    
    10
    
    89
    
    37
    
    
    
    136Pensions
    
    
    
    
    29
    
    10
    
    
    
    39Other non-current
      liabilities
    
    
    
    
    
    
    
    
    
    
    Other non-current
      provisions
    
    
    
    
    43
    
    24
    
    
    
    67(1,555
    )
    271
    
    4,639
    
    (451
    )
    (1,524
    )
    1,380Current
      provisions and liabilitiesCurrent
      portion of long-term borrowings
    21
    
    
    
    1
    
    24
    
    
    
    46Short-term
      loans and bank overdrafts
    
    
    
    
    5
    
    5
    
    
    
    10Trade payables
    
    
    
    
    400
    
    325
    
    
    
    725Current
      tax payable
    
    
    63
    
    (63
    )
    4
    
    
    
    4Other current
      provisions and liabilities
    15
    
    16
    
    216
    
    120
    
    
    
    36736
    
    79
    
    558
    
    478
    
    
    
    1,152Total
      equity and liabilities
    10
    
    1,800
    
    3,030
    
    1,001
    
    (1,800
    )
    4,042


---



Back
    to Contents

|148 |                                      | Buhrmann |                                         | Chapter
    8
|--- | ------------------------------------ | -------- | --------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Supplemental
    Guarantor Information



Consolidated
    Balance Sheet31
    December 2004 (IFRS)in millions
  of euro, unless stated otherwise





GuarantorNon-guarantorIssuer
      of debt
    
    Parent
    
    Subsidiaries
    
    subsidiaries
    
    Eliminations
    
    TotalAssetsNon-current
      assetsGoodwill
    
    
    
    
    1,220
    
    102
    
    
    
    1,322Internally
      used software
    
    
    
    
    108
    
    14
    
    
    
    122Other intangible
      assets
    
    
    
    
    
    
    2
    
    
    
    2Property,
      plant and equipment
    
    
    
    
    125
    
    76
    
    
    
    202Net pension
      asset for funded schemes in surplus
    
    
    
    
    
    
    97
    
    
    
    97Deferred
      tax assets
    
    
    
    
    379
    
    17
    
    
    
    396Investment
      in associates
    
    
    
    
    4
    
    
    
    
    
    4Other non-current
      assets
    6
    
    
    
    16
    
    2
    
    
    
    246
    
    
    
    1,852
    
    310
    
    
    
    2,169Group participations
    
    
    1,641
    
    
    
    
    
    (1,641
    )
    Current
      assetsInventories
    
    
    
    
    248
    
    155
    
    
    
    403Trade receivables
    
    
    
    
    380
    
    374
    
    
    
    754Prepaid
      expenses and accrued income
    
    
    3
    
    115
    
    40
    
    
    
    158Current
      tax receivable
    
    
    
    
    20
    
    1
    
    
    
    21Cash and
      cash equivalents
    
    
    
    
    141
    
    13
    
    
    
    154
    
    3
    
    904
    
    583
    
    
    
    1,490Total
      assets
    6
    
    1,644
    
    2,756
    
    893
    
    (1,641
    )
    3,659Equity
      and liabilitiesShareholders
      equity
    1,387
    
    1,062
    
    (2,093
    )
    747
    
    (41
    )
    1,062Minority
      interests
    
    
    
    
    
    
    56
    
    
    
    56Total
      equity
    1,387
    
    1,062
    
    (2,093
    )
    802
    
    (41
    )
    1,118Non-current
      liabilitiesLong-term
      borrowings
    610
    
    534
    
    75
    
    14
    
    
    
    1,232Intercompany
      financing
    (2,052
    )
    
    
    4,045
    
    (393
    )
    (1,600
    )
    Deferred
      tax liabilities
    31
    
    12
    
    71
    
    35
    
    
    
    149Pensions
    
    
    
    
    27
    
    7
    
    
    
    34Other non-current
      liabilities
    
    
    17
    
    
    
    
    
    
    
    17Other non-current
      provisions
    1
    
    
    
    54
    
    29
    
    
    
    85(1,411
    )
    563
    
    4,272
    
    (309
    )
    (1,600
    )
    1,517Current
      provisions and liabilitiesCurrent
      portion of long-term borrowings
    20
    
    
    
    
    
    12
    
    
    
    33Short-term
      loans and bank overdrafts
    
    
    
    
    30
    
    (24
    )
    
    
    6Trade payables
    
    
    
    
    383
    
    290
    
    
    
    673Current
      tax payable
    
    
    5
    
    
    
    2
    
    
    
    7Other current
      provisions and liabilities
    9
    
    14
    
    162
    
    119
    
    
    
    30429
    
    19
    
    577
    
    399
    
    
    
    1,024Total
      equity and liabilities
    6
    
    1,644
    
    2,756
    
    893
    
    (1,641
    )
    3,659


---



Back to Contents

| | Buhrmann                             |  | Chapter
        8                       | 149
| | ------------------------------------ |  | --------------------------------------- | ---
| | 2005
    Annual Report and Form 20-F |  | 4Supplemental
    Guarantor Information

Consolidated
  Statement of Cash Flows31
  December 2005 (IFRS)in millions of euro, unless
  stated otherwise



| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | ------------------------------------------------------------- | -------------------- | - | ------ | - | ------------ | - | ------------- | - | ------------ |  | ----- | -
| |                                                               |                      |   |        |   | Guarantor    |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   | Non-guarantor |   |              |  |       |  
| |                                                               | Issuer
      of debt |   | Parent |   | Subsidiaries |   | Subsidiaries  |   | Eliminations |  | Total |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash
      flow from operating activities                     |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net result attributable to holders ordinary                   |                      |   |        |   |              |   |               |   |              |  |       |  
| | shares Buhrmann NV                                            | 70                   |   | (66    | ) | (47          | ) | 45            |   |             |  | 2     |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Adjustments:                                                  |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Taxes                                                         | 45                   |   | 7      |   | (32          | ) | 5             |   |             |  | 25    |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Subsequent result from disposal of operations                 |                     |   |       |   | (6           | ) | 1             |   |             |  | (5    | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany settlements                                      |                     |   | (31    | ) | 45           |   | (14           | ) |             |  |      |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Minority interest                                             |                     |   |       |   |             |   | 19            |   |             |  | 119   |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Total financing expenses                                      | (116                 | ) | 90     |   | 219          |   | (3            | ) |             |  | 191   |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Operating
      result                                        | (1                   | ) |       |   | 179          |   | 54            |   |             |  | 232   |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Depreciation of property, plant and equipment                 |                      |   |        |   |              |   |               |   |              |  |       |  
| | and amortisation of internally used software                  |                      |   |        |   |              |   |               |   |              |  |       |  
| | and other intangible assets                                   |                     |   |       |   | 64           |   | 25            |   |             |  | 89    |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other adjustments for non-cash                                |                     |   |       |   | 15           |   | 3             |   |             |  | 17    |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | (Increase)/decrease in working capital                        |                     |   |       |   | (43          | ) | (7            | ) |             |  | (51   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other
      operational payments and receivables:             |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Profit taxes (net)                                            |                     |   | 46     |   | (40          | ) | (36           | ) |             |  | (30   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany payments                                         |                     |   | 34     |   | (24          | ) | (11           | ) |             |  |      |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments deducted from provisions for restructuring           |                      |   |        |   |              |   |               |   |              |  |       |  
| | and other provisions excluding pensions                       |                     |   |       |   | (13          | ) | (4            | ) |             |  | (17   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments for defined benefit pension plans                    |                     |   |       |   | (4           | ) | (4            | ) |             |  | (9    | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                     |   | 81     |   | (81          | ) | (55           | ) |             |  | (56   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net
      cash provided by (used in) operating activities (A) | (1                   | ) | 81     |   | 133          |   | 19            |   |             |  | 232   |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash
      flow from investing activities                     |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net investments in property, plant and equipment              |                      |   |        |   |              |   |               |   |              |  |       |  
| | and internally used software                                  |                     |   |       |   | (45          | ) | (19           | ) |             |  | (64   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Acquisitions of Group companies                               |                     |   |       |   | (9           | ) | (9            | ) |             |  | (18   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments related to integration of acquisitions               |                     |   |       |   | (2           | ) |              |   |             |  | (2    | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Proceeds of divestments and transaction fees                  |                     |   |       |   |             |   |              |   |             |  |      |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other                                                         |                     |   |       |   | (2           | ) | (1            | ) |             |  | (2    | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net
      cash provided by (used in) investing activities (B) |                     |   |       |   | (58          | ) | (29           | ) |             |  | (86   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash
      flow from financing activities                     |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Dividend payments                                             |                     |   | (12    | ) |             |   |              |   |             |  | (12   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Interest payments                                             | 122                  |   | 30     |   | (213         | ) | 3             |   |             |  | (58   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Dividend Preference Shares A                                  |                     |   | (11    | ) |             |   |              |   |             |  | (11   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payment to minority shareholders                              |                     |   |       |   |             |   | (31           | ) |             |  | (31   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany financing                                        | (197                 | ) | 76     |   | 94           |   | 27            |   |             |  |      |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Proceeds from share issues                                    |                     |   | 239    |   |             |   |              |   |             |  | 239   |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net repayment of long-term borrowings                         | 76                   |   | (403   | ) | (8           | ) | 9             |   |             |  | (326  | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net
      cash provided by (used in) financing activities (C) | 1                    |   | (81    | ) | (127         | ) | 8             |   |             |  | (199  | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net
      cash flow (A+B+C)                                   |                     |   |       |   | (51          | ) | (2            | ) |             |  | (54   | )
| |                                                               |                      |   |        |   |              |   |               |   |              |  |       |  

---



Back to Contents

|150 |                                      | Buhrmann |                                         | Chapter
    8
|--- | ------------------------------------ | -------- | --------------------------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Supplemental
    Guarantor Information

Consolidated
  Statement of Cash Flows31
  December 2004 (IFRS) in millions
  of euro, unless stated otherwise



| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | ------------------------------------------------------- | -------------------- | - | ------ | - | ------------ | - | ------------- | - | ------------ |  | ----- | -
| |                                                         |                      |   |        |   | Guarantor    |   | Non-guarantor |   |              |  |       |  
| |                                                         | Issuer
      of debt |   | Parent |   | Subsidiaries |   | Subsidiaries  |   | Eliminations |  | Total |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash
      flow from operating activities               |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net result attributable to holders                      |                      |   |        |   |              |   |               |   |              |  |       |  
| | ordinary shares Buhrmann NV                             | 49                   |   | 7      |   | (46          | ) | 79            |   |             |  | 89    |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Adjustments:                                            |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Taxes                                                   | 31                   |   | (6     | ) | (10          | ) | (29           | ) |             |  | (13   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Subsequent result from disposal of operations           |                     |   |       |   | (7           | ) | 1             |   |             |  | (6    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany settlements                                |                     |   | (4     | ) | 17           |   | (13           | ) |             |  |      |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Minority interest                                       |                     |   |       |   |             |   | 18            |   |             |  | 18    |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Total financing expenses                                | (81                  | ) | 3      |   | 221          |   | (16           | ) |             |  | 126   |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Operating
      result                                  | (1                   | ) |       |   | 176          |   | 39            |   |             |  | 214   |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Depreciation of property, plant and equipment           |                      |   |        |   |              |   |               |   |              |  |       |  
| | and amortisation of internally used software            |                      |   |        |   |              |   |               |   |              |  |       |  
| | and other intangible assets                             |                     |   |       |   | 64           |   | 25            |   |             |  | 89    |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other adjustments for non-cash                          |                     |   |       |   | (19          | ) | 23            |   |             |  | 4     |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | (Increase)/decrease in working capital                  |                     |   |       |   | 18           |   | 14            |   |             |  | 32    |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other
      operational payments and receivables:       |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Profit taxes (net)                                      |                     |   | (45    | ) | 44           |   | (21           | ) |             |  | (22   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany payments                                   |                     |   | 14     |   | (12          | ) | (2            | ) |             |  |      |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments deducted from provisions for restructuring     |                      |   |        |   |              |   |               |   |              |  |       |  
| | and other provisions excluding pensions                 |                     |   |       |   | (1           | ) | (33           | ) |             |  | (35   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments for defined benefit pension plans              |                     |   |       |   | (1           | ) | (6            | ) |             |  | (7    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                     |   | (31    | ) | 29           |   | (62           | ) |             |  | (64   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net cash provided by (used in) operating activities (A) | (1                   | ) | (30    | ) | 268          |   | 39            |   |             |  | 276   |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash flow from investing activities                     |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net investments in property, plant and equipment        |                      |   |        |   |              |   |               |   |              |  |       |  
| | and internally used software                            |                     |   |       |   | (45          | ) | (17           | ) |             |  | (62   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Acquisitions of Group companies                         |                     |   |       |   |             |   | (6            | ) |             |  | (6    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payments related to integration of acquisitions         |                     |   |       |   | (3           | ) |              |   |             |  | (3    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Proceeds of divestments and transaction fees            |                     |   |       |   | (10          | ) |              |   |             |  | (10   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Other                                                   |                     |   | (24    | ) | 19           |   |              |   |             |  | (5    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net cash provided by (used in) investing activities (B) |                     |   | (24    | ) | (39          | ) | (23           | ) |             |  | (85   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Cash flow from financing activities                     |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Dividend payments                                       |                     |   |       |   |             |   |              |   |             |  |      |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Interest payments                                       | 125                  |   | 35     |   | (223         | ) | 9             |   |             |  | (54   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Dividend Preference Shares A                            |                     |   | (11    | ) |             |   |              |   |             |  | (11   | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Payment to minority shareholders                        |                     |   |       |   |             |   | (8            | ) |             |  | (8    | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Intercompany financing                                  | (25                  | ) | 30     |   | 6            |   | (10           | ) |             |  |      |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Proceeds from share issues                              |                     |   |       |   |             |   |              |   |             |  |      |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net repayment of long-term borrowings                   | (99                  | ) |       |   | (3           | ) | (2            | ) |             |  | (104  | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net cash provided by (used in) financing activities (C) | 1                    |   | 54     |   | (220         | ) | (11           | ) |             |  | (177  | )
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  
| | Net cash flow (A+B+C)                                   |                     |   |       |   | 9            |   | 4             |   |             |  | 14    |  
| |                                                         |                      |   |        |   |              |   |               |   |              |  |       |  



---



Back
  to Contents



| |  |                      |                                                                     | 
| |  | -------------------- | ------------------------------------------------------------------- | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  | 4Chapter
          9 |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  | OtherInformation     |                                                                     | 
| |  |                      |                                                                     | 
| |  | 152                  | Description of Share Capital and Articles                           | 
| |  |                      | of
    Association of Buhrmann NV                                   | 
| |  | 157                  | Significant
    Subsidiaries                                        | 
| |  | 158                  | Policy
    on Additions to Reserves and Dividends                   | 
| |  | 159                  | Dividend
    Proposal                                               | 
| |  | 160                  | Report
            of Independent Registered Public Accounting Firm | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                    
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 
| |  |                      |                                                                     | 



---



Back
    to Contents

|152 |                                      | Buhrmann |                        | Chapter
    9
|--- | ------------------------------------ | -------- | ---------------------- | -------------
|    | 2005
    Annual Report and Form 20-F |          | 4Other
    Information



Description of Share Capital and Articles of Association of Buhrmann NV







The following is a description of certain of the provisions of our Articles of
Association and Dutch law. This description is only a summary and does not purport
to be complete and is qualified in its entirety by reference to our Articles
of Association and Dutch law. Our Articles of Association are available on our
web site. GeneralBuhrmann
NV was incorporated under Dutch law on 6 January 1875 as a public limited liability
company (naamloze vennootschap). Our Articles of Association were last amended
by a notarial deed
dated 1 April 2005. Pursuant to Chapter II, Article 3 of the Articles of Association, the object
of Buhrmann NV is the participation in, management of, financing of and rendering
of services to other companies or enterprises, more specifically such companies
or enterprises which are active in the area of distribution of products and the
rendering of services to the office market, the graphic market and the industrial
market, and generally, the carrying out of such activities which are connected
with or are conducive to the attainment of the object set forth above. We have our head office at Hoogoorddreef 62, (1101 BE) Amsterdam and our registered
seat in Maastricht. We are registered with the Trade Register of the Chamber
of Commerce of Amsterdam under
file number 33250021. Share capitalOn
31 March 2005 we completed the repurchase of all outstanding Preference Shares
C in the capital of the Company. Upon completion our Articles of Association
were amended in order to convert the Preference Shares C into ordinary shares
and the authorised share capital was increased. As of 31 december 2005, our authorised share capital amounted to€1,080,000,000,
divided into 395,000,000 ordinary shares, 55,000,000 Preference Shares A, and
450,000,000 Preference Shares B, with a nominal value of €1.20 per share each.
The ordinary shares may, at the option of the Buhrmann shareholders, be bearer
shares or registered shares. The issued bearer ordinary shares are represented
by one single share certificate, the Necigef Global Certificate. The Preference
Shares A and B are registered shares. In order to finance part of the purchase price for the Preference Shares C, we
made a rights offering pursuant to which 39,312,904 ordinary shares were issued
on 24 March 2005 against an issue
price of€6.37
per
share.




As of 31 December 2005, the issued share capital was divided into 179,324,704
ordinary shares and 53,281,979 Preference Shares A, all of which have been fully
paid up. No Preference Shares B
were issued as of 31 December 2005. Shareholder meetings; voting rightsOur
Annual General Meeting shall be held not later than six months after the end
of our financial year. Extraordinary General Meetings of Shareholders shall be
held as often as the Executive Board or the Supervisory Board deem necessary.
Any General Meeting of Shareholders shall be held in Amsterdam. General meetings of shareholders shall be convened by the Supervisory Board or
the Executive Board. The convocation shall take place no later than the fifteenth
day prior to the date of the meeting, and shall be effected by means of a notice
in a national daily paper and in the Official Price List. The notice of the meeting
shall state the requirement for admission to the meeting. Each shareholder is entitled to attend a General Meeting of Shareholders in person
or be represented by written proxy, address the meeting and exercise voting rights
with due observance of the provisions of the Articles of Association, provided
that such shareholder is a holder of such interests on the applicable record
date set by the Executive Board with respect to the meeting. In order to gain admittance, holders of registered ordinary shares or depositary
receipts must notify the Executive Board in writing of their intention to attend
the meeting not later than the applicable date mentioned in the notice, which
date may not be later than the seventh day prior to the date of the meeting.
In addition, instruments of proxy with respect to ordinary shares or depositary
receipts must be delivered to the Executive Board not later than the applicable
date set forth in the notice, which date may not be later than the third day
prior to the meeting. A holder of ordinary shares which are bearer shares, will
be entitled to attend upon the delivery of a written statement, not later than
seven days before the meeting, from a Necigef-participant that such person is
a Necigef-beneficiary. In the case of bearer depositary receipts, the depositary
receipt certificates must be deposited at the place and by the applicable date
stated in the notice, which date may not be prior to the seventh day prior to
the meeting. Pursuant to the Articles of Association, each share of capital stock is entitled
to one vote, so that each share of Preference Shares A, Preference Shares B,
or ordinary shares is entitled to one vote in all matters properly brought before
the shareholders


---



Back
    to Contents

| |  | Buhrmann                             |  | Chapter
    9          | 153
| |  | ------------------------------------ |  | ---------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Other
    Information



Description of Share Capital and Articles of Association of Buhrmann NV







of Buhrmann. Unless the Articles of Association or mandatory law provides otherwise,
all shareholders resolutions require an absolute majority
of the votes. Items to be resolved by the General Meeting of Shareholders include the adoption
of financial statements, including appropriation of the results; appointment,
suspension and dismissal of the members of the Executive Board and the Supervisory
Board; and the amendment of the Articles of Association. As noted in the Corporate
Governance chapter (page 37 to 45), certain decisions of the Executive Board
must be submitted to the General Meeting of Shareholders for approval. In certain
circumstances described in the Corporate Governance chapter (page 43), shareholders
or holders of depositary receipts can have items put on the agenda for a general
meeting. Preference Shares AOn
31 December 2005, all Preference Shares A had been taken into administration
in Stichting Administratiekantoor Preferente Aandelen Buhrmann, or Trust Office,
against which depositary receipts with limited convertibility were issued. The
Trust Office was established under Dutch law in May 1994, and has its registered
seat in Maastricht. The purpose of the Trust Office is to issue and administer depositary receipts
of Preference Shares A. The holders of the depositary receipts receive all the
economic benefits which attach to ownership of the Preference Shares A. The depositary
receipts can be exchanged for Preference Shares A in accordance with the provisions
of the Articles of Association. Our Articles of Association provide that Preference
Shares A may be transferred to natural persons only and that a transfer or issue
of Preference Shares A or voting rights relating to Preference Shares A shall
not be possible if such transfer would result in the acquirer acquiring more
than 1% of the capital issued in the form of Preference Shares A or 1% of the
voting rights attached to such shares. Our Articles of Association contain certain
exceptions to these transfer restrictions and the Executive Board may under certain
circumstances grant an exemption from these transfer restrictions. The depositary
receipts are listed on Euronext N.V., Amsterdam. Notwithstanding the general provision in the Articles of Association which provides
that each share of capital stock is entitled to one vote, an arrangement with
the Trust Office exists such that the voting rights attached to the Preference
Shares A held by the Trust Office that can be exercised at a General Meeting
of Shareholders is determined by reference to the value of the Preference Shares
A in proportion to the value




of the ordinary shares in the capital of Buhrmann. The voting right is calculated
on the basis of the total value of all Preference Shares A (calculated by multiplying
the number of Preference Shares A outstanding and the stock market price of one
depositary receipt for such Preference Share A) divided by the stock market price
of one ordinary share, both on the last trading day of the month prior to the
month in which the applicable
shareholders meeting is convened, capped at a maximum of one vote per Preference
Share A. At the request of a holder of depositary receipts and subject to the transfer
restrictions described above and certain limitations set out in our Articles
of Association, the Trust Office will grant a written proxy, with the power of
substitution, to the holder to exercise the voting rights attached to the underlying
Preference Shares A. The terms of administration of the Trust Office provide
that the voting rights to be exercised by a holder of depositary receipts, as
proxy of the Trust Office, is also related to the capital interest of the depositary
receipts held by the holder of the depositary receipts in proportion to the value
of the ordinary shares, calculated in accordance with what is set out above.
The voting right that may then be exercised by the depositary receipt holder,
as proxy of the Trust Office, may be exercised at his own discretion. The Trust Office is charged with exercising the voting rights attached to the
Preference Shares A (except for those Preference Shares A for which it has issued
a proxy) in a manner which primarily safeguards the interests of the holders
of depositary receipts, taking into account the interests of Buhrmann, its affiliates
and all of its stakeholders. The board of the Trust Office comprises five members: three members A and two
members B. The members A are appointed by the board of the Trust Office. The
members B are appointed by the holders of depositary receipts representing Preference
Shares A. As of 31 December 2005, these members were Messrs R.A.H. van der Meer
and W.O. Wentges. The other members of the board of the Trust Office are Messrs
A.A. Loudon (Chairman), R.W.F. van Tets and C.J.A. Reigersman. All members of
the board of the Trust Office are independent of Buhrmann as referred to in appendix
X of the Listing Rules of Euronext N.V. and as referred to in the Dutch Corporate
Governance Code. Preference Shares BWe
may issue Preference Shares B, inter alia, as a (preventive) measure against
a hostile acquisition of control or takeover bid. For this purpose, Buhrmann
and the Stichting Preferente Aandelen Buhrmann have entered into a put and call
option agreement


---



Back
    to Contents

|154 |  |                                          | Buhrmann |                            | Chapter
        9
|--- |  | ---------------------------------------- | -------- | -------------------------- | -----------------
|    |  | 2005
        Annual Report and Form 20-F |          | 4Other
        Information



Description of Share Capital and Articles of Association of Buhrmann NV







relating to Preference Shares B. Pursuant to this agreement, under certain
  circumstances, Buhrmann has the right (and, under certain circumstances, the
  obligation) to issue and sell to the Stichting Preferente Aandelen Buhrmann,
  Preference Shares B, up to a maximum amount equal to the issued share capital
  of Buhrmann other than in the form of Preference Shares B, minus one. Under
  certain circumstances set out in our Articles of Association, the maximum amount
  is reduced. Once any Preference Shares B are issued to Stichting Preferente
  Aandelen Buhrmann, we have the right to repurchase the Preference Shares B
  at their issue price plus accrued and unpaid dividends, if any. Under these
  circumstances, Stichting Preferente Aandelen Buhrmann has the right to require
  Buhrmann to repurchase the Preference Shares B held by it. Stichting Preferente
  Aandelen Buhrmann will exercise its voting rights attached to such Preference
  Shares B in accordance with its purpose. The purpose of Stichting Preferente
  Aandelen Buhrmann is to safeguard the interests of Buhrmann and all interested
  parties in Buhrmann, with respect to, among other things, the continuity and
  identity of these enterprises. Upon issue of Preference Shares B, only 25%
  of the nominal value is required to be paid-up. As of 31 December 2005, no
  Preference Shares B had been issued. As of 31 December 2005, the board of Stichting Preferente Aandelen Buhrmann
  comprises: Messrs A.L. Asscher (Chairman), J.F. van Duyne, P. Bouw, K. Vuursteen
  and L.J.A.M. Ligthart. The board members are all independent of Buhrmann. DividendsThe
proposed dividend for a financial year must be approved by the General Meeting
of Shareholders, which is typically held in April of the following financial
year, and the dividend is paid after this meeting. Dividend payments are only
allowed to the extent that the shareholders equity is in excess of the
sum of the paid-up capital and any reserves required under Dutch law. Under the
Articles of Association, before the dividend will be paid to any other class
of shares, the dividend with respect to the Preference Shares A must be paid
first from the profits earned in any given financial year. The annual dividend on the Preference Shares A is fixed for successive periods
of eight years. For the period ending 31 December 2009 the dividend is equal
to€0.21 per annum. The annual dividend on the
Preference Shares A is based on a percentage of the liquidation preference of
those shares
(which is €3.40355) which percentage is equal to 1.25 points above the arithmetic
mean of the average effective yields on Dutch government bonds with terms of
seven to eight years, as calculated by the Central Office for Statistics and
published in the Official Stock Exchange List of Euronext Amsterdam.




From the balance of the remaining profits after the dividend on the Preference
Shares A has been paid, Buhrmann will pay a dividend on the Preference Shares
B, if such Preference Shares B have been issued, the percentage of which to be
calculated over the paid-up portion of the nominal value is equal to the repurchase
interest rate of the European Central Bank plus or minus a maximum of three percentage
points, to be determined by the Executive Board and subject to the approval of
the Supervisory Board. The profit remaining after payment of dividends on the
Preference Shares A and (where applicable) Preference Shares B may be distributed
as a dividend to the holders of the ordinary shares, subject to any allocation
to reserves. The General Meeting of Shareholders may, at the proposal of the
Executive Board which has been approved by the Supervisory Board, resolve that
a payment of dividend on ordinary shares be wholly
or partly in shares. In the event that for any given fiscal year the dividend payments referred to
above cannot be made (in whole or in part) because there are not sufficient profits,
payment of the deficiency shall be made out of the profits from succeeding financial
years. First insofar as possible pro rata parte on the Preference Shares A and
thereafter on the issued Preference Shares B if any are issued. The Executive
Board, subject to the approval of the Supervisory Board, may decide to effect
payment of dividend on Preference Shares by charging such payment to the distributable
part of the capital and share premium reserve, except for the share premium reserve
A. With respect to payment of dividend on ordinary shares the same may be decided
by the General meeting of Shareholders at the proposal of the Executive Board
which has been approved by the Supervisory Board. LiquidationUpon
the liquidation or dissolution of Buhrmann, any remaining balance after the payment
of debts shall be distributed first to the Preference Shares A to the extent
of the sum of (1) any unpaid and accrued dividends and (2) an amount per Preference
Share A, equal to a yield basis per share of€3.40355.In
the event that the existing balance of funds is not sufficient to effect the
above distribution to holders of Preference Shares A in full, the available balance
will be distributed amongst the holder thereof on a pro rata basis equal in proportion
to the yield basis per share as set forth above. Any balance of funds remaining after the distribution to holders of Preference
Shares A shall then be distributed to holders of Preference Shares B, if such
Preference Shares B have been issued, to the extent of the sum of (1) any outstanding
dividend payable on the Preference Shares B and (2) the


---



Back
  to Contents

| |  | Buhrmann                         |  | Chapter
            9 | 155
| |  | -------------------------------- |  | --------------------- | ---
| |  | 2005 Annual Report and Form 20-F |  | 4Other Information   

Description
of Share Capital and Articles of Association of Buhrmann NV







nominal amount
    paid on the Preference Shares B. If the remaining balance is not sufficient
    for a distribution in full to the holders of Preference Shares B, the distribution
    shall be effected in proportion to the amounts paid on the shares. Any remaining
    balance after the distribution of funds to holders of Preference Shares A
    and to holders of Preference Shares B shall be distributed to holders of ordinary
    shares on a pro rata basis with respect to the total amount of ordinary shares
    held. Issue of shares; pre-emptive rightsThe
    authority to issue ordinary shares and Preference Shares B has partly been
    delegated by the General Meeting of Shareholders to the Executive Board pursuant
    to a resolution dated 14 April 2005. The Executive Board is authorised to
    issue ordinary shares up to a maximum of 10% of the issued share capital,
    which percentage is extended by an additional 10% of the issued share capital
    in the event the issue is related to a merger or an acquisition. The Executive
    Board is authorised to issue Preference Shares B up to a maximum of 100% of
    the issued share capital. For these purposes, issuances of ordinary shares
    and/or Preference Shares B include the granting of rights to subscribe for
    shares (including convertible debt options and warrants). The authority of
    the Executive Board to issue ordinary shares and Preference Shares B will
    terminate on 13 October 2006 unless extended by a resolution of the General
    Meeting of Shareholders. The prior approval of the Supervisory Board will
    be required for any Executive Board resolution to issue ordinary shares and/or
    Preference Shares B. Except for
    (i) issuances of ordinary shares in exchange for non-cash consideration or
    (ii) issuances to employees of Buhrmann or any of its subsidiaries, or (iii)
    in the event of a legal merger or legal split-up of Buhrmann, Buhrmann shareholders
    have pro rata pre-emptive rights to subscribe to new issuances of ordinary
    shares. These pre-emptive rights may, subject to the prior approval of the
    Supervisory Board, be restricted or excluded by the corporate body that is
    authorised to issue shares. At the Annual
    General Meeting of Shareholders held on 14 April 2005 the Executive Board
    was authorised to restrict or exclude such pre-emptive rights in the event
    of issuances of or granting of rights to acquire ordinary shares up to 13
    October 2006, subject to the prior approval of the Supervisory Board. Buhrmann
    shareholders do not have pre-emptive rights in respect of Preference Shares.




DilutionOur
    earnings per share may be diluted by the issuance of approximately 8.1% of
    the outstanding ordinary share capital as a result of the conversion of the
    Convertible Bonds (for the description of Convertible Bonds see the Notes
    to the Consolidated Statement of Income) and by the issuance of up to 3.9%
    of the outstanding ordinary share capital as a result of the exercise of share
    options under the Buhrmann Incentive Plan (for a description of the Buhrmann
    Incentive Plan see the remuneration report on pages 54 to 55). Repurchase of sharesWe
    may repurchase our own shares, subject to certain provisions of Dutch law
    and the Articles of Association. We may not repurchase our own shares if (i)
    the payment required to make the repurchase would reduce shareholders
    equity to an amount less than the sum of paid-in and called portions of the
    share capital and any reserves required by law or our Articles of Association
    or (ii) we and our subsidiaries would thereafter hold shares with an aggregate
    nominal value equal to more than 10% of the issued share capital. Shares owned
    by us may not be voted. Any repurchase of shares which are not fully paid-up
    is null and void. A repurchase
    of shares may be effected by the Executive Board if the Executive Board has
    been so authorised by the General Meeting of Shareholders, which authorisation
    may not be granted for a period of more than 18 months. Most recently, the
    General Meeting of Shareholders granted this authorisation until 13 October
    2006 by resolution dated 14 April 2005. Capital reductionUpon
    the proposal of the Executive Board and subject to the approval of the Supervisory
    Board, the General Meeting of Shareholders may resolve to reduce Buhrmanns
    issued share capital by cancellation of shares or by reducing the nominal
    value of the shares through amendment of the Articles of Association, subject
    to certain statutory provisions and the provisions of the Articles of Association. Share certificates and transferOn
    the occasion of the issuance of ordinary shares any person entitled to receive
    such share shall obtain a bearer ordinary share unless the person entitled
    to such share submits a written request to us for a registered ordinary share.
    The bearer ordinary shares in issue shall be represented by one single share
    certificate, the Necigef Global Certificate.


---



Back
  to Contents

|156 |                                          | Buhrmann |                    | Chapter
        9
|--- | ---------------------------------------- | -------- | ------------------ | -----------------
|    | 2005
        Annual Report and Form 20-F |          | 4Other Information

Description
  of Share Capital and Articles of Association of Buhrmann NV







We shall
    confer a right to a bearer ordinary share on a person by having Necigef enable
    us to add an ordinary share to the Necigef Global Certificate, and the entitled
    person shall designate a Necigef-participant that will accordingly credit
    him as Necigef-beneficiary in this Necigef-participants collective deposit
    of ordinary shares in Buhrmann. Necigef shall
    be irrevocably charged with the management of the Necigef Global Certificate
    and be irrevocably authorised on behalf of the Necigef-beneficiaries to perform
    all acts in respect of the shares concerned, including acceptance and delivery
    and lending co-operation in the crediting and debiting of the Necigef Global
    Certificate, without prejudice to the provisions in Article 42, paragraph
    4, of our Articles of Association. No individual
    bearer ordinary share shall be handed over. A Necigef-beneficiary may at any
    time require the conversion of one or more bearer ordinary shares up to the
    maximum number he is entitled to into registered ordinary shares. Such conversion
    of one or more ordinary shares is only allowed to the maximum number for which
    he is Necigef-participant and subject to the requirements as mentioned in
    the Article 5 of the Articles of Association. A holder
    of registered ordinary shares may at any time require the conversion of such
    ordinary shares into bearer ordinary shares, subject to the requirements mentioned
    in Article 5 of the Articles of Association. Restriction of non-Dutch shareholders rightsUnder
    our Articles of Association, there are no limitations on the rights of non-resident
    or foreign shareholders to hold or exercise voting rights in respect of our
    securities, and we are not aware of any such restrictions under Dutch corporate
    law. Disclosure of share ownershipFor
    a summary of the obligations on shareholders to, under certain circumstances,
    disclose their shareholding to the AFM or to file certain reports with the
    SEC, see Buhrmann Shares on page 174. In addition, the Securities
    Transaction Supervision Act 1995 (Wet toezicht effectenverkeer 1995) provisions
    regarding insider trading contain a notification duty for shareholders holding
    (directly or indirectly) a capital interest of more than 25% in a listed company,
    such as Buhrmann. These shareholders must notify the AFM of any and all transactions
    that they carry out directly or indirectly in securities issued by us. If
    a shareholder holding more than 25% is a legal entity (rechtspersoon or




vennootschap)
    and not an individual, the obligation is extended to the members of the board
    of management and supervisory board of the legal entity (rechtspersoon or
    vennootschap), as well as to their spouses, certain members of their family
    and members of their household. Financial statements and dischargeWithin
    five months following the end of each financial year, the Executive Board
    must prepare Financial statements accompanied by an annual report. This period
    may be extended by the General Meeting of Shareholders on account of special
    circumstances for up to six months. The Financial statements and the annual
    report will be available to shareholders from the date of the notice convening
    Buhrmanns Annual General Meeting of Shareholders. The Financial statements
    must be adopted by the General Meeting of Shareholders. After distribution
    of dividends in respect of the preference shares and subject to prior approval
    of the Supervisory Board, the Executive Board may determine which part of
    the profits shall be reserved, taking into account the Companys policy
    on additions to reserves and dividends. The General
    Meeting of Shareholders may discharge the members of the Executive Board and
    of the Supervisory Board from liability in respect of the exercise of their
    duties during the financial year concerned. Such discharge is subject to mandatory
    provisions of Dutch law, including those relating to liability of members
    of the supervisory boards and management boards upon bankruptcy of a company.
    Moreover, this discharge does not extend to actions or omissions not disclosed
    in or apparent from the adopted annual accounts if these actions or omissions
    were concealed by the director concerned, while the discharging shareholders
    could not have known about these actions or omissions. Amendment of the Articles of Association and dissolutionPursuant
    to a proposal of the Executive Board and subject to the approval of the Supervisory
    Board, the General Meeting of Shareholders may amend the Articles of Association
    or decide to dissolve the Company by absolute majority of votes cast.


---



Back to Contents

| |  | Buhrmann                         |  | Chapter
            9 | 157
| |  | -------------------------------- |  | --------------------- | ---
| |  | 2005 Annual Report and Form 20-F |  | 4Other Information   

Significant
  Subsidiaries







Buhrmann
    NV is the parent company of a group of companies (the Group). The significant
    subsidiaries of the Group are listed below. The equity interest of Buhrmann
    in these subsidiaries is 100% unless stated otherwise. The full list containing
    the information referred to in Article 379 and 414 of Book 2 of the Dutch
    civil code is filed at the office of the Chamber of Commerce in Amsterdam.
    The addresses of these companies can be viewed on our web site: www.buhrmann.com. Office
        Products North AmericaDivision
        headquarters in Denver, CO, U.S.A.
   Corporate
       Express,Inc. Broomfield, CO, U.S.A.
   Central/East
       Region  Regional headquarters
    in Broomfield,CO,U.S.A.
   West/SouthRegion  Regional
       headquarters in Pleasanton,CA, U.S.A.
   Corporate
       Express Canada, Inc. Regional
    headquarters in Mississauga, ON, Canada
   Corporate
       Express Imaging and Computer Graphic Supplies  Deerfield Beach,FL,U.S.A.
   Corporate
       Express Document & Print Management,Inc. Omaha, NE, U.S.A.
   Corporate
       Express Promotional Marketing, Inc. St.Louis, MO, U.S.A. Office
        Products EuropeDivision
        headquarters in Amsterdam, the Netherlands
   Corporate
       Express Europe BV  Amsterdam,
    the Netherlands
   Corporate
       Express EuropeImport BV  Amsterdam, the Netherlands
   Corporate
       Express GmbH & Co  Wels, Austria
   Corporate
       Express Büroartikelhandel GmbH  Vienna, Austria
   Corporate
       Express Belgium NV  Wemmel (Brussels), Belgium
   Corporate
       Express France SAS  Bondoufle (Paris), France
   Corporate
       Express Deutschland GmbH &  Co.Vertriebs KG  Stuttgart, Germany
   Corporate
       Express Hungaria Kereskedelmi Kft  Budapest, Hungary
   Corporate
       Express (Ireland) Ltd  Dublin,
    Ireland
   Corporate
       Express SpACusago (Milan), Italy
   Corporate
       Express Luxembourg Sarl  Howald (Hesperange), Luxembourg
   Buhrmann
       Office Products Nederland BV  Amsterdam, the Netherlands





   Corporate
       Express Nederland  Almere,
    the Netherlands
   Corporate
       Express Polska Sp.zoo  Gdynia, Poland
   Corporate
       Express Svenska ABBorås
    (Goteborg), Sweden
   Corporate
       Express UK Ltd  Birmingham,
    United Kingdom
      Veenman
        BV  Capellea/dIJssel (Rotterdam), the Netherlands
   Veenman
       Deutschland GmbH  Stuttgart,
    Germany Office
        Products AustraliaDivision
        headquarters in Sydney, Australia
   Corporate
       Express Australia Ltd (53.1% )  Rosebery, Sydney, NSW, Australia
   Corporate
       Express New Zealand Ltd (53.1%)  Auckland, NewZealand ASAP
        Software
   ASAP
       Software Express,Inc. BuffaloGrove,
    IL, U.S.A.
   ASAP
       Software SAS  St.Ouen (France) Graphic
          SystemsDivision
        headquarters in Amsterdam, the Netherlands
   Plantin
       NV  Brussels (Evere), Belgium
   BTI-HellasAEE  Metamorphosis
    (Athens),Greece
   Macchingraf
       SpA  OspiatediBollate
    (Milan),Italy
      Tetterode
        - Nederland BV  Amsterdam, the Netherlands
      Maquinaria
        Artes Gráficas Hartmann, SA  Cornellàde Llobregat
        (Barcelona), Spain OtherBuhrmann
        Shared Service Center (Europe) NV  Hasselt, BelgiumBuhrmann
        International BV  Amsterdam, the NetherlandsBuhrmann
        Nederland Holding BV  Amsterdam, the NetherlandsBuhrmann
        Silver SA  Luxembourg .Buhrmann
        US, Inc.  Broomfield, CO, U.S.ABuhrmann
        Silver US, LLC  Delaware, CO, U.S.A.Buhrmann
        Silver Financing, LLC  Delaware, CO, U.S.A.


---

Back to Contents

|158 |  |                                      | Buhrmann |                         | Chapter
        9
|--- |  | ------------------------------------ | -------- | ----------------------- | -----------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4 Other
    Information

Policy on
  Additions to Reserves and Dividends





The policy
    on additions to reserves and dividends adopted by the General Meeting of Shareholders
    held on 29 April 2004 [and amended to take account of the effect of IFRS adjustments]
    is the following: ReservesBuhrmann
    aims to add respectively charge to the reserves of the Company the statutory
    profit or loss for the year after distribution of the statutory dividend on
    the Preference Shares A and after deducting the proposed dividend on ordinary
    shares. Specific accounting results such as relating to refinancing, acquisitions,
    divestments, restructuring or other strategic considerations may lead to adjustments
    in the additions made to the reserves. Dividends
  on ordinary sharesBuhrmann
    aims to propose to declare annually a dividend on each ordinary share representing
    around 20 to 30% of the consolidated net result attributable to ordinary shares
    divided by the number of ordinary shares outstanding at year end. In case
    special items such as those related to acquisitions, divestments, restructuring,
    impairments or refinancing are incurred, allowance can be made for (after
    tax elements of) these items. Additionally, financing charges reported under
    exchange results due to translation of long-term internal and external
    borrowings are added back to the base used to calculate the dividend.
    The dividend declared may be distributed in cash and/or stock.




The proposed
    dividend for a fiscal year must be approved by the General Meeting of Shareholders,
    and the dividend is paid after this meeting. Buhrmanns
    arrangements for its indebtedness, such as the Senior Facilities Agreement
    and the subordinated bond loans generally contain various restrictions on
    the ability of Buhrmann to pay cash dividends. Buhrmanns ability to
    pay dividends is currently contingent on it meeting certain financial ratios
    as determined by Buhrmanns earnings, indebtedness and other indicators
    of Buhrmanns financial condition and results of operations. These restrictions
    take precedence over the policy outlined above. Dividend
    may be subject to Netherlands statutory withholding taxes. See also
    the chapter Description of share capital and Articles of Association of Buhrmann
    NV. Dividends
    paid in 20022005The
    following table sets out the dividend per ordinary share declared by Buhrmann
    for the preceding fiscal year: Year
        of dividend declaration
    
      Dividend
        declared2002*
    
      EUR
        0.072003*
    
    EUR
      0.072004*
    
    EUR
      0.072005
    
    EUR
      0.14 *
      The
        dividend declared in the fiscal years 2002, 2003 and 2004 was paid entirely
        in shares. For shareholders who wished to receive a cash amount in lieu
        of shares, the Company converted their stock dividends into ordinary shares
        and sold such shares on the open market. These shareholders then received
        a cash amount of €0.07 gross per ordinary share.


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        9      | 159
| |  | ---------------------------------------- |  | ---------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Other
    Information

Dividend
  Proposal





A proposal
    will be submitted to the General Meeting of Shareholders to be held on 13
    April 2006 to pay a dividend of€0.17
    per ordinary share. In line with the policy on additions to reserves and dividends
    of the Company, this represents 24% of the consolidated net result available
    to holders of ordinary shares after adding back certain special items amounting
    to €119.2 million, divided by the number of ordinary shares outstanding
    at 31 December 2005. The dividend
    on ordinary shares will be paid either wholly in cash or in new ordinary shares,
    at the option of the shareholder, and will be debited to the share premium
    reserve. An amount
    of€11.2
    million will be paid to holders of (depositary receipts of) Preference Shares
    A (representing a statutory dividend of €0.21 per share). Shareholders
    will be contacted by their bank or agent, by whom on 18 April 2006 (after
    closure of the stock exchange) their shares are deposited in order




to make the
    choice between a dividend in shares or in cash. The period of time in which
    shareholders can determine their choice for payment in shares or in cash ends
    on 27 April 2006 before closure of the Amsterdam Stock Exchange. On Thursday
    27 April 2006 after closure of the stock exchange the Executive Board will
    determine, on the basis of the average share price on that day, the number
    of dividend rights of ordinary shares that give title to one ordinary share
    of nominally€1.20. The new ordinary
    shares will be entitled to the dividend over the financial year 2006 and the
    following years. As of Wednesday 19 April 2006 the new ordinary shares will
    be listed ex-dividend. No trading in dividend rights will take place. Issue of
    the new ordinary shares in accordance with this proposal (in the case of stock
    dividend) respectively payment of the cash amount will be effected as from
    Tuesday 2 May 2006.


---



Back to Contents

|160 |  |                                          | Buhrmann |                               | Chapter
        9
|--- |  | ---------------------------------------- | -------- | ----------------------------- | -----------------
|    |  | 2005
        Annual Report and Form 20-F |          | 4 Other
          Information





REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Executive Board and Shareholders of Buhrmann NV.
    In our opinion the accompanying consolidated balance sheets and the related
    consolidated statements of income, cash flow statements and consolidated
    statements of recognised income and expense as set out on pages 76 to 138
    and 144 to 150 present fairly, in all material respects, the financial position
    of Buhrmann NV and its subsidiaries at 31 December 2005 and 2004 and the
    results of their operations and their cash flows for each of the two years
    in the period ended 31 December 2005 in conformity with International Financial
    Reporting Standards as adopted by the EU. These financial statements are
    the responsibility of the Company’s Executive Board. Our responsibility
    is to express an opinion on these financial statements based on our audits.
    We conducted our audits of these statements in accordance with auditing standards
    generally accepted in the Netherlands and with the standards of the Public
    Company Accounting Oversight Board (United States). Those standards require
    that we plan and perform our audit to obtain reasonable assurance about whether
    the financial statements are free of material misstatement. An audit includes
    examining, on a test basis, evidence supporting the amounts and disclosures
    in the financial statements, assessing the accounting principles used and
    significant estimates made by management, and evaluating the overall financial
    statement presentation. We believe that our audits provide a reasonable basis
    for our opinion.
    International Financial Reporting Standards as adopted by the EU vary in
    certain significant respects from accounting principles generally accepted
    in the United States of America. Information relating to the nature and effect
    of such differences is presented in Note 37 to the consolidated financial
    statements. Amsterdam,
       The Netherlands, 23 February 2006 PricewaterhouseCoopers
    Accountants N.V.  P.R. Baart
    RA




---




Back
  to Contents

| |  |                                            |                                 |    
| |  | ------------------------------------------ | ------------------------------- | ---
| |  |                                            |                                 | 161
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  | 4Chapter
      10                          |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  | Information
      Required under Form 20F |                                 |    
| |  |                                            |                                 |    
| |  | 162                                        | Material Contracts              |    
| |  | 163                                        | Exchange Controls               |    
| |  | 164                                        | Exchange Rate Information       |    
| |  | 165                                        | Taxation                        |    
| |  | 171                                        | Selected Financial Data US GAAP |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                
| |  |                                            |                                 |    
| |  |                                            |                                 |    
| |  |                                            |                                 |    

---



Back
    to Contents

|162 |  |                                      | Buhrmann |                                           | Chapter
    10
|--- |  | ------------------------------------ | -------- | ----------------------------------------- | --------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Information
    Required under Form 20-F

Material
Contracts







In July 2002 several Buhrmann operating companies entered into various contracts
  relating to Buhrmanns accounts receivable securitisation programme, including
  the Master Definitions and Framework Deed. The programme documentation has
  been amended over time. Currently, the following U.S. operating companies are
  selling accounts receivables under the programme: (i) Corporate Express Office
  Products, Inc., (ii) ASAP Software Express, Inc. and (iii) Corporate Express
  Document and Print Management, Inc. The last amendment dates 30 November 2005,
  whereby the programme documentation has been amended to reflect the following
  changes to the programme: (i) the CP issuer under the programme (Rheingold)
  has been replaced by Erasmus Capital Corporation, (ii) Corporate Express Document
  and Print Management, Inc. acceded to the programme, (iii) the remaining Dutch
  originator Buhrmann Office Products Nederland B.V. repurchased its receivables
  and this company was subsequently released from the programme and (iv) the
  programme documentation was amended to reflect that no more European operating
  companies are part of this programme. On 10 December 2002, Buhrmann NV and Heidelberger Druckmaschinen A.G. entered
into a Distributorship Agreement which extends Buhrmanns right to sell
and service certain Heidelberg products in the Netherlands, Belgium, Luxembourg,
Italy, Greece and Spain. The agreement took effect as of 1 July 2003 and applies
for five years. After the five years period, the agreement will continue to be
in effect unless terminated with 18 months prior written notice by one of the
parties. In September
    2003, Buhrmann sold its Paper Merchanting Division to PaperlinX Ltd. (Melbourne,
    Australia) for a purchase price of€706
    million on a cash- and debt-free basis, subject to certain purchase price
    adjustments. Pursuant to the agreement for the sale and purchase of the Paper
    Merchanting Division, dated 8 September 2003, Buhrmann had to give representations
    and warranties to the buyer customary for contracts of that type and size
    as well as hold the buyer harmless for certain known and threatened liabilities. On 23 December 2003, Buhrmann entered into a Senior Facilities Agreement to replace
the Senior Credit Agreement entered into in 1999 with a new Senior Credit Facility.
The new Senior Facilities Agreement arranged with a syndicate of banks led by
Deutsche Bank and ABN AMRO, consisted of




Term
    Loans A of €120 million, Term Loans B with tranches
    of €50 million and US$380 million and a working capital facility of€255 million. The new Senior Facilities
    Agreement imposes certain restrictions on Buhrmann and certain of its subsidiaries,
    including restrictions on the ability to incur additional indebtedness. Under
    the new Senior Facilities Agreement, Buhrmann must also comply with certain
    financial maintenance covenants. The security provided for the new Senior
    Facilities Agreement is a pledge on assets of Buhrmann NV, all its material
    existing and future operating companies in the United States and the Netherlands.
    Borrowings under the new Senior Facilities Agreement bear interest at floating
    rates related to LIBOR for the relevant currency for varying fixed interest
    periods. On 28 June 2004, the Term Loans B were replaced by Term Loans C with
    tranches of €50 million and US$503 million. The terms and conditions
    remained the same except for a reduction in the interest margin payable. On
    30 November 2005 the Senior Facilities Agreement was amended to reflect the
    following changes: (i) the Term Loans C were subsequently replaced by Term
    Loans D with tranches of €50,000,000 and US$503,000,000, (ii) the (uncommitted)
    incremental term facility was increased to US$500,000,000 and (iii) besides
    a reduction in the interest margin payable on the new Term Loans D, some additional
    changes were made to moderate and eliminate some of the restrictions imposed
    on Buhrmann. In December
    2003, Buhrmann issued a€115
    million seven-year Subordinated Convertible Bond with listing on the Amsterdam
    Stock Exchange. The Bond has a coupon of 2% which is payable annually on 18
    June and is convertible in Buhrmann ordinary shares. The initial conversion
    price was €8.40 per ordinary share and is adjusted annually. The Bond
    must be redeemed on or before 18 December 2010. Buhrmann has the option to
    redeem the Bond after 9 July 2008 if the official closing price of Buhrmanns
    ordinary shares has been in excess of 150% of the conversion price for 20
    trading days in a period of 30 trading days. In June 2004, Buhrmann US Inc. issued US$150 million in aggregate principal amount
of 81/4% Senior Subordinated Notes due 2014
(the 2014 Notes) in a private placement. These bonds are unsecured obligations
of Buhrmann US Inc., and are guaranteed by Buhrmann and certain of its  subsidiaries.
In September 2004, Buhrmann US Inc. filed a registration statement on Form F-4
with the SEC for US$150 million in aggregate principal amount of 2014 Notes,
the terms of which were


---





Back to Contents

| |  | Buhrmann                         |  | Chapter
    10                        | 163
| |  | -------------------------------- |  | ------------------------------------- | ---
| |  | 2005 Annual Report and Form 20-F |  | 4Information Required under Form 20-F

Material
  Contracts







substantially identical to the unregistered bonds issued in June. The registration
statement filed by Buhrmann US Inc. was an offer to exchange all of its outstanding
2014 Notes for the newly registered 2014 Notes. Pursuant to this exchange offer,
which closed in October 2004, the registered bonds were issued to existing holders
in exchange for their unregistered bonds. On 22 February
    2005, Buhrmann reached agreement with all the holders of the preference Shares
    C regarding the repurchase by Buhrmann of all 43,628 issued and outstanding
    Preference Shares C for an aggregate purchase price of US$520 million in cash.
    Part of the consideration in relation to the Preference C repurchase consisted
    of our granting to all sellers of Preference Shares C options to acquire in
    aggregate 36,500,000 of our ordinary shares at a price of €10 per share.
    This option lapsed as per 30 December 2005.




In March
       2005, Buhrmann US Inc. issued US$150 million in aggregate principal amount

    of 7 7/8% Senior Subordinated Notes due 2015
    (2015 Notes) in a private placement. These bonds are unsecured obligations
     of Buhrmann US Inc., and are guaranteed by Buhrmann and certain of its subsidiaries.

    In August 2005, Buhrmann US Inc. filed a registration statement on Form F-4
     with the SEC for US$150 million in aggregate principal amount of 2015 Notes,

    the terms of which were substantially identical to the unregistered bonds
     issued in March. The registration statement filed by Buhrmann US Inc. was

    an offer to exchange all of its outstanding 2015 Notes for the newly registered
     2015 Notes. Pursuant to this exchange offer, which closed in September 2005,

    the registered bonds were issued to existing holders in exchange for their
     unregistered bonds.




Exchange
  Controls







There are
    currently no limitations, either under the laws of the Netherlands or in
    our Articles of Association, on the rights of non-residents to hold or vote
    ordinary shares. Cash distributions, if any, payable in euros on ordinary
    shares may be officially transferred from the Netherlands and converted into
    any other currency without Dutch legal




restrictions.
    However, no payments, including dividend payments, may be made to jurisdictions
    subject to certain sanctions, adopted by the government of the Netherlands,
    implementing resolutions of the Security Council of the United Nations or
  regulations of the European Union.


---



Back to Contents

|164 |  | Buhrmann                               |  | Chapter
      10                           
|--- |  | -------------------------------------- |  | -------------------------------------------
|    |  | 2005
      Annual Report and Form 20-F |  | 4Information
      Required under Form 20-F

Exchange Rate Information







Buhrmann
    presents its financial statements in euro. The following
    table sets forth, for the periods indicated, certain information regarding
    the Noon Buying Rate for the euro for the period 20012005.




The term
    Noon Buying Rate means the noon buying rate in New York City for
    cable transfers into foreign currencies as certified for customs purposes
    by the Federal Reserve Bank of New York:








US
      dollar per euroYear
      end
    
    Average
    
    High
    
    Low2001
    
    0.8901
    
    0.8909
    
    0.9535
    
    0.83702002
    
    1.0485
    
    0.9495
    
    1.0485
    
    0.85942003
    
    1.2597
    
    1.1315
    
    1.2597
    
    1.03612004
    
    1.3538
    
    1.2439
    
    1.3625
    
    1.18012005
    
    1.1842
    
    1.2447
    
    1.3476
    
    1.1667








The average
    Noon Buying Rate for each year is calculated by using the average of the Noon
    Buying Rates on the last day of each month during the year. In determining
    earnings originally stated in foreign currencies, Buhrmann used an average
    of daily exchange rates of the respective currency versus the euro. For the
    Balance Sheet, Buhrmann used the exchange rates of the last business day of
    the reported period. The following table shows the applicable rates used for
    such purposes for the periods indicated: IncomeBalance
      
      Statement
        forSheet
        as of
      
      year
        ended31
        December
      
      31
        December2003
      
      2003Australian
        dollar per euro
      1.6802
      
      1.7384Canadian
        dollar per euro
      1.6234
      
      1.5821British
        pound per euro
      0.7048
      
      0.6918US dollar
        per euro
      1.2630
      
      1.1307 IncomeBalance
    
      Statement
        forSheet
        as of
    
      year
        ended31
        December
    
      31
        December2004
    
      2004Australian
      dollar per euro
      1.7459
    
      1.6891Canadian
      dollar per euro
    1.6416
    
    1.6169British
      pound per euro
    0.7051
    
    0.6785US dollar
      per euro
    1.3621
    
    1.2434




IncomeBalance
    
      Statement
        forSheet
        as of
    
      year
        ended31
        December
    
      31
        December2005
    
      2005Australian
      dollar per euro
      1.6109
    
      1.6327Canadian
      dollar per euro
    1.3725
    
    1.5096British
      pound per euro
    0.6853
    
    0.6839US dollar
      per euro
    1.1797
    
    1.2446 The following
    table sets forth the high and low Noon Buying Rate for the euro of each of
    the monthly periods indicated in US dollar per euro: Month
      High
      
      LowSeptember
        2005
      1.2538
      
      1.2011October
        2005
      1.2148
      
      1.1914November
        2005
      1.2067
      
      1.1667December
        2005
      1.2041
      
      1.1699January
        2006
      1.2287
      
      1.1980February
        2006 (until 23 February 2006)
      1.2100
      
      1.1882 On 23 February
    2006, the exchange rate of the euro to the US dollar based on the Noon Buying
    Rate of the Federal Reserve Bank of New York was€1.00
    = US$1.1923.


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    10                            | 165
| |  | ------------------------------------ |  | ----------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Information
    Required under Form 20-F



Taxation







The information
    set out below is only a summary of certain material U.S. tax consequences
    of an investment in Buhrmann NVs American Depositary Shares and ordinary
    shares and of the principal Dutch tax consequences of an investment in ordinary
    shares. U.S. and
    Dutch taxation may change from time to time. Investors should consult their
    professional advisers as to the tax consequences of an investment in American
    Depositary Shares and ordinary shares, including the effect of tax laws of
    any other jurisdiction. U.S. federal
    income taxationThe
    following discussion describes the material U.S. federal income tax considerations
    of an investment in American Depositary Shares or ordinary shares. For the
    purposes of this discussion, a U.S. Holder means a beneficial
    owner of an American Depositary Share or ordinary share that is, for U.S.
    federal income tax purposes, (i) an individual who is a citizen or resident
    of the United States, (ii) a corporation, or other entity treated as a corporation
    for U.S. federal income tax purposes, created or organised in or under the
    laws of the United States, any State or the District of Columbia, (iii) an
    estate, the income of which is includable in gross income for U.S. federal
    income tax purposes regardless of its source, or (iv) a trust, the administration
    of which is subject to the primary supervision of a court in the United States
    and for which one or more U.S. persons have the authority to control all substantial
    decisions. If a partnership holds American Depositary Shares or ordinary shares,
    the U.S. federal income tax treatment of a partner generally will depend upon
    the status of the partner and the activities of the partnership. Partners
    of partnerships holding American Depositary Shares or ordinary shares should
    consult their own tax advisers. Except as otherwise provided, the discussion
    below deals only with U.S. Holders who hold American Depositary Shares or
    ordinary shares as capital assets within the meaning of Section 1221 of the
    Internal Revenue Code of 1986, as amended, or the Code. This discussion
    also does not deal with persons who may be subject to special treatment under
    the U.S. federal income tax laws (including, without limitation, Holders other
    than U.S. Holders, insurance companies, tax-exempt organisations, individual
    retirement accounts and other tax-deferred accounts, financial institutions,
    broker-dealers, corporations that own (or are deemed to




own) 10%
    or more (by vote and value) of the stock of Buhrmann NV, persons that will
    hold an American Depositary Share or ordinary share through a partnership
    or other pass-through entity, an entity (and the beneficial owners thereof)
    that is a conduit entity holding an American Depositary Share
    or ordinary share as part of a conduit financing arrangement within
    the meaning of the Treasury Regulations promulgated under the authority of
    Section 7701(l) of the Code, persons whose functional currency
    is not the US dollar, individuals who are subject to Section 877 of the Code
    and persons that will hold an American Depositary Share or ordinary share
    as a position in a straddle, hedge, constructive
    sale transaction or conversion transaction). This summary
    also does not discuss tax consequences under state, local or foreign tax laws. This summary
    is based on the Code, Treasury Regulations promulgated thereunder, and judicial
    and administrative interpretations thereof, all as in effect on the date hereof
    and all of which are subject to change, which change may be retroactive and
    may affect the tax consequences described herein. This discussion is not binding
    on the IRS or the courts. No ruling has been sought or will be sought from
    the IRS with respect to the positions and issues discussed herein, and there
    can be no assurance that the IRS will not take a different position concerning
    the tax consequences of the purchase, ownership or disposition of American
    Depositary Shares or ordinary shares or that any such position would not be
    sustained. Investors in American Depositary Shares or ordinary shares should
    consult their own tax advisers with regard to the application of the U.S.
    federal income tax laws to their particular situations as well as any tax
    consequences arising under the laws of any state, local or foreign taxing
    jurisdiction. American
    Depositary Shares and ordinary sharesThis section is based in part on representations of the
    depositary and the assumption that each obligation in the deposit agreement
    and any related agreement will be performed in accordance with its terms.
    The United States Treasury has expressed concerns that parties to whom American
    Depositary Shares are pre-released may be taking actions that are inconsistent
    with the claiming, by United States persons of American Depositary Shares,
    of foreign tax credits for United States federal income tax purposes. Accordingly,
    the analysis of the creditability of Dutch taxes described


---



Back to Contents

|166 |  | Buhrmann                               |  | Chapter
    10                             
|--- |  | -------------------------------------- |  | -------------------------------------------
|    |  | 2005
      Annual Report and Form 20-F |  | 4Information
      Required under Form 20-F

Taxation







below, and
    the availability of the reduced tax rate for dividends received by certain
    non-corporate United States persons, could be affected by future actions that
    may be taken by the United States Treasury. Ownership
  of American Depositary Shares in generalA beneficial owner of American Depositary Shares will be
  treated as the beneficial owner of the ordinary shares represented by such American
  Depositary Shares for U.S. federal income tax purposes. Deposits and withdrawals
  of common stock by you in exchange for American Depositary Shares will not result
  in the realisation of gain or loss for U.S. federal income tax purposes. Dividends
    on American Depositary Shares or ordinary shares
    The gross amount of any distribution by Buhrmann NV of cash or property (other
    than certain distributions, if any, of ordinary shares distributed pro rata
    to all shareholders of Buhrmann NV) with respect to American Depositary Shares
    or ordinary shares will be includable in income by a U.S. Holder as dividend
    income at the time of receipt (which, for a holder of American Depositary
    Shares, generally will be the date of receipt by the depositary) to the extent
    such distributions are made from the current or accumulated earnings and profits
    of Buhrmann NV as determined under U.S. federal income tax principles. Such
    a dividend will not be eligible for the dividends received deduction generally
    allowed to corporate shareholders. To the extent, if any, that the amount
    of any distribution by Buhrmann NV exceeds Buhrmann NVs current and
    accumulated earnings and profits as determined under U.S. federal income tax
    principles, it will be treated first as a tax-free return of the U.S. Holders
    adjusted tax basis in the American Depositary Shares or ordinary shares and
    thereafter as capital gain. Notwithstanding the foregoing, Buhrmann NV does
    not intend to maintain calculations of earnings and profits as determined
    under U.S. federal income tax principles. For taxable
    years beginning before 1 January 2009, dividends received by an individual
    are eligible for preferential rates of taxation, provided (1) certain holding
    period requirements are satisfied, (2) either (a) our American Depositary
    Shares continue to be listed on the New York Stock Exchange (or other national
    securities exchange that is registered under section 6 of the Securities Exchange
    Act of 1934, as amended, or the Nasdaq Stock Market) or (b) we are eligible
    for the benefits of the United




States-Netherlands
    income tax treaty, and (3) we are not a passive foreign investment company.
    The determination of whether a dividend qualifies for the preferential rates
    must be made at the time the dividend is paid. Includable
    distributions paid in euros, including any Dutch withholding taxes, will be
    included in the gross income of a U.S. Holder in a US dollar amount calculated
    by reference to the exchange rate in effect on the date of receipt, regardless
    of whether the euros are converted into US dollars at that time. If euros
    are converted into US dollars on the date of receipt, a U.S. holder generally
    should not be required to recognise any foreign exchange gain or loss. Sale
  or exchange of American Depositary Shares or ordinary sharesA U.S. Holder generally will recognise gain or loss on the
  sale or exchange of American Depositary Shares or ordinary shares equal to the
  difference between the amount realised on such sale or exchange and the U.S.
  Holders adjusted tax basis in the American Depositary Shares or ordinary
  shares. Gain or loss recognised by a U.S. Holder on the sale or exchange of
  an American Depositary Share or ordinary share generally will be capital gain
  or loss and generally will be long-term if held more than one year and otherwise
  short-term. Generally, for U.S. Holders who are individuals, long-term gain
  is subject to tax at preferential rates, while short-term gain is taxed at the
  rates applicable to ordinary income, which, for gains recognised before 1 January
  2009, may be higher than the rates applicable to dividends. The distinction
  between capital gain or loss and ordinary income or loss is also important in
  other contexts; for example, for purposes of the limitations on a U.S. Holders
  ability to offset capital losses against ordinary income. Foreign
  tax credit considerationsFor purposes of the U.S. foreign tax credit limitations,
  dividends on the American Depositary Shares or ordinary shares will be foreign
  source income and will generally be passive income (or financial
  services income in the hands of certain persons engaged in financial businesses).
  Under recently enacted legislation, for taxable years beginning after 31 December
  2006, dividends on the American Depository Shares will generally be passive
  category income (or general category


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    10                            | 167
| |  | ------------------------------------ |  | ----------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Information
    Required under Form 20-F



Taxation







income
    in the case of certain persons engaged in financial business). In general,
    for foreign tax credit limitation purposes, gain or loss realised upon sale
    or exchange of the American Depositary Shares or ordinary shares by a U.S.
    Holder will be U.S. source income or loss, as the case may be. Subject to
    certain complex limitations, including holding period requirements, a U.S.
    Holder will generally be entitled to a credit against its U.S. federal income
    tax liability or a deduction in computing its U.S. federal taxable income
    in respect of any Dutch taxes withheld by Buhrmann NV. U.S. Holders
    should consult their tax advisers as to the consequences of Dutch withholding
    taxes and the availability of a foreign tax credit or deduction. Passive foreign
    investment company considerationsThe
    Code provides special anti-deferral rules regarding certain distributions
    received by U.S. persons with respect to, and sales and other dispositions,
    including pledges, of stock of a passive foreign investment company,
    or PFIC. A foreign corporation, such as Buhrmann NV, will be treated as a
    PFIC for any taxable year if 75% or more of its gross income for the taxable
    year is passive income or the average percentage of its assets, by value,
    that produce or are held for the production of passive income is at least
    50%. Buhrmann NV believes that it was not a PFIC for the taxable year ended
    31 December 2004, and expects to conduct its affairs in such a manner so that
    it will not be a PFIC in the foreseeable future. Information
    reporting requirements and backup withholding taxA
    U.S. Holder (other than an exempt recipient, including a corporation
    and certain other persons who, when required, demonstrate their exempt status)
    may be subject to backup withholding at a rate of 28% on, and to information
    reporting requirements with respect to dividends on, and to proceeds from
    the sale or exchange of, American Depositary Shares or ordinary shares. In
    general, if a non-corporate U.S. Holder subject to information reporting fails
    to furnish a correct taxpayer identification number or otherwise fails to
    comply with applicable backup withholding requirements, backup withholding
    may apply. The backup withholding tax is not an additional tax and may be
    credited against a U.S. Holders regular U.S. federal income tax liability
    or refunded by the IRS where applicable.




Netherlands
    taxation of non-resident holders of ordinary sharesThis
    taxation summary solely addresses the principal Dutch tax consequences of
    the acquisition, the ownership and disposition of ordinary shares. It is a
    general summary which does not discuss every aspect of taxation that may be
    relevant to a particular holder of ordinary shares under special circumstance,
    or who is subject to special treatment under applicable law. This summary
    also assumes that Buhrmann NV is organised, and that its business will be
    conducted, in the manner outlined in this Annual Report. Changes in the organisational
    structure or the manner in which Buhrmann NV conducts its business may invalidate
    this summary. This summary
    is based on the tax laws of the Netherlands as they are in force and in effect
    on the date of this Annual Report. These laws could change and a change could
    be effective retroactively. This summary will not be updated to reflect changes
    in laws and if such change occurs the information in this summary could become
    invalid. This is a
    general summary and the tax consequences described may not apply to each holder
    of shares of Buhrmann NV. Any potential
    investor should consult his own tax adviser for more information about the
    tax consequences of acquiring, owning and disposing of shares of Buhrmann
    NV in particular circumstances. We have not
    addressed every potential tax consequence of an investment in ordinary shares
    under the laws of the Netherlands. GeneralThe
    summary of certain Dutch taxes set out in this section Netherlands taxation
    of non-resident holders of ordinary shares only applies to a holder
    of ordinary shares who is a Non-Resident Holder of ordinary shares. Where
    in this summary English terms and expressions are used to refer to Dutch concepts,
    the meaning to be attributed to such terms and expressions shall therefore
    be the meaning to be attributed to the equivalent Dutch concepts under Dutch
    tax law.


---



Back to Contents

|168 |  |                                      | Buhrmann |                                           | Chapter
        10
|--- |  | ------------------------------------ | -------- | ----------------------------------------- | ------------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Information
    Required under Form 20-F



Taxation







A
        holder of ordinary shares is Non-Resident Holder, of ordinary shares if:
      He
        is neither resident, nor deemed to be resident, in the Netherlands for
        purposes of Dutch taxation and, in the case of an individual, has not
        elected to be treated as a resident of the Netherlands for Dutch income
        tax purposes; and
      His
        ordinary shares and income or capitalgains derived there from has no connection
        with his past, present or future employment, if any;
      His
        ordinary shares do not form part, and are not deemed to form part, of
        a substantial interest (aanmerkelijk belang), or a deemed substantial
        interest, in Buhrmann NV with in the meaning of Chapter 4 of the Dutch
        Income Tax Act 2001 (Wet IB2001), unless such interest forms part of the
        assets of an enterprise; and
      if
        it is not an individual, no part of the benefits derived from its ordinary
        shares is exempt from Dutch corporate income tax under the participation
        exemption as laid down in the Dutch Corporation Tax Act 1969 (Wet op de
        vennootschapsbelasting 1969). Generally,
        if a person holds an interest in Buhrmann NV, such interest forms part
        or is deemed to form part of a substantial interest in Buhrmann NV if
        any one or more of the following circumstances is present:
      He
          alone or, in the case of an individual, together with his partner (partner,
          if any) has, directly or indirectly, the ownership of shares of Buhrmann
          NV representing 5% or more of the total issued and outstanding capital
          (or the issued and outstanding capital of any class of shares) of Buhrmann
          NV, or rights to acquire, directly or indirectly, shares, whether or
          not
        already issued, that represent 5% or more of the total issued and outstanding
          capital (or the issued and outstanding capital of any class of shares)
          of Buhrmann NV, or the ownership of profit participating certificates
          (winstbewijzen) that relate to 5% or more of the annual profit of Buhrmann
        NV or to 5% or more of the liquidation proceeds of Buhrmann NV.
      His
        shares, profit participating certificates or rights to acquire shares
        or profit participating certificates in Buhrmann NV have been acquired
        by him or are deemed to have been acquired by him under a non-recognition
        Provision.
      His
        partner or any of his relatives by blood or by marriage in the direct
        line (including foster-children) or of his partner has a substantial interest
        (as described here above) in Buhrmann NV.




For purposes
    of the above, a person who is only entitled to the benefits from shares or
    profit participating certificates (for instance a holder of a right of usufruct)
    is deemed to be a holder of shares or profit participating certificates, as
    the case may be, and his entitlement to benefits is considered a share or
    a profit participating certificate, as the case may be. Taxes
      on income and capital gainsA
      Non-Resident Holder of ordinary shares will not be subject to any Dutch
      Taxes on income or capital gains (other than the dividend withholding tax
      described below) in respect of benefits from Ordinary Shares, including
      any capital gains realised on the disposal thereof,
   if he or it derives profits from an enterprise, whether as an entrepreneur (ondernemer) or pursuant to a co-entitlement to the net value of such enterprise, other than (i) as a shareholder, if he is an individual, or (ii) as a holder of securities, if it is not an individual, which enterprise is either managed in the Netherlands or carried on, in whole or in part, through a permanent establishment or a permanent representative in the Netherlands provided that his or its ordinary shares are not attributable to such enterprise; and
   if he is an individual, provided that he does not derive benefits from ordinary shares that are taxable as benefits from miscellaneous activities in the Netherlands. The
      concept dividends distributed by Buhrmann NV as used in this
      section includes, but is not limited to, the following:
   distributions in cash or in kind, deemed and constructive distributions (including, as a rule, consideration for the repurchase of ordinary shares by Buhrmann NV (other than a repurchase as a temporary investment) in excess of the average capital recognised as paid-in for Dutch dividend withholding tax purposes), and repayments of capital not recognised as paid-in for Dutch dividend withholding tax purposes;
   liquidation proceeds and proceeds of redemption of ordinary shares in excess of the average capital recognised as paid-in for Dutch dividend withholding tax purposes;
   the
       par value of ordinary shares issued by Buhrmann NV to a holder of ordinary
       shares or an increase of the par value of ordinary
       shares, as the case may be, to the extent that it does not appear that
       a contribution, recognised for Dutch dividend withholding tax purposes,
       has been made or will be made; and


---



Back to Contents

| |  | Buhrmann                                 |  | Chapter
        10                            | 169
| |  | ---------------------------------------- |  | --------------------------------------------- | ---
| |  | 2005
        Annual Report and Form 20-F |  | 4Information
        Required under Form 20-F



Taxation








      partial
        repayment of capital, recognised as paid in for Dutch dividend withholding
        tax purposes, if and to the extent that there are net profits (zuivere
        winst), unless (a) the General Meeting of Shareholders of Buhrmann NV
        has resolved in advance to make such repayment and (b) the par value of
        the shares concerned has been reduced by an equal amount by way of an
        amendment to the Articles of Association of Buhrmann NV. A
        Non-Resident Holder of ordinary shares who is an individual may, inter
        alia, derive benefits from ordinary shares that are taxable as benefits
        from miscellaneous activities in the Netherlands in the following circumstances:
      if
        his investment activities go beyond the activities of an active portfolio
        investor, for instance in the case of the use of insider knowledge (voorkennis)
        or comparable forms of special knowledge; or
      if
        he makes ordinary shares available or is deemed to make ordinary shares
        available, legally or in fact, directly or indirectly, to a connected
        person (verbonden persoon) as described in Articles 3.91 and 3.92 of the
        Dutch Income Tax Act 2001;if such activities are performed or deemed to be performed in the Netherlands. Dividend
    withholding taxDividends
    distributed by Buhrmann NV to a Non-Resident Holder of ordinary shares are
    generally subject to a withholding tax imposed by the Netherlands at a rate
    of 25%. See the subsection Taxes on income and capital gains for
    a description of the concept dividends distributed by Buhrmann NV. If a double
    tax treaty is in effect between the Netherlands and the country of residence
    of a Non-Resident Holder of ordinary shares, such holder may be eligible for
    full or partial relief from the Dutch dividend withholding tax, provided that
    such relief is timely and duly claimed. Pursuant to domestic rules to avoid
    dividend stripping, dividend withholding tax relief will only be available
    to the beneficial owner (uiteindelijk gerechtigde) of dividends distributed
    by Buhrmann NV. The Dutch tax authorities have taken the position that this
    beneficial ownership test can also be applied to deny relief from Dutch dividend
    withholding tax under double tax treaties and the tax arrangement for the
    Kingdom of the Netherlands (Belastingregeling voor het Koninkrijk).




A holder
    of shares who receives proceeds there from shall not be recognised as the
    beneficial owner of such proceeds if, in connection with the receipt of the
    proceeds, he or it has given a consideration, in the framework of a composite
    transaction including, without limitation, the mere acquisition of one or
    more dividend coupons or the creation of short-term rights of enjoyment of
    shares (kortlopende genotsrechten op aandelen), whereas it may be presumed
    that (i) such proceeds in whole or in part, directly or indirectly, inure
    to a person who would not have been entitled to an exemption from, or who
    would have been entitled to a smaller reduction or refund of, or credit for,
    dividend withholding tax than the actual recipient of the proceeds; and (ii)
    such person acquires or retains, directly or indirectly, an interest in shares
    or similar instruments, comparable to its interest in shares or prior to the
    time the composite transaction was first initiated. Under the
    convention of 18 December 1992, between the Kingdom of the Netherlands and
    the United States of America for the Avoidance of Double Taxation and the
    prevention of Fiscal Evasion with respect to Taxes on Income (U.S./NL Income
    Tax Treaty), the Dutch dividend withholding tax rate on dividends paid by
    Buhrmann NV on ordinary shares held by a Non-Resident Holder of ordinary shares
    who is resident in the United States and who is entitled to the benefits of
    the U.S./NL Income Tax Treaty will generally be reduced to 15%. The U.S./NL
    Income Tax Treaty provides for a complete exemption for dividends received
    by exempt pension trusts and exempt organisations, as defined therein. Except
    in the case of exempt organisations, the reduced dividend withholding tax
    rate under the U.S./NL Income Tax Treaty may be available at source, upon
    payment of a dividend in respect of such ordinary shares, provided that the
    holder thereof or, if applicable, the paying agent, has supplied Buhrmann
    NV with the appropriate Dutch tax forms in accordance with the Dutch implementation
    regulations under the U.S./NL Income Tax Treaty. If such forms are not duly
    and timely provided, Buhrmann NV generally will be required to withhold the
    dividend withholding tax at the Dutch statutory rate of 25%. In such case,
    a Non-Resident Holder of ordinary shares who is resident in the United States
    and who is entitled to the benefits of the U.S./NL Income Tax Treaty may obtain
    a refund of the difference between the amount withheld and the amount that
    the Netherlands was entitled to levy in accordance with the U.S./NL Income
    Tax Treaty by filing the appropriate forms with the Dutch tax authorities
    within the term set therefore.


---



Back
    to Contents

|    |  | Buhrmann                                 |  | Chapter
        10                           
|--- |  | ---------------------------------------- |  | ---------------------------------------------
|170 |  | 2005
        Annual Report and Form 20-F |  | 4Information
        Required under Form 20-F



Taxation





ReductionIf Buhrmann
NV has received a profit distribution from a foreign entity, or a repatriation
of foreign branch profit, that is exempt from Dutch corporate income tax and
that has been subject to a foreign withholding tax of at least 5%, Buhrmann NV
may be entitled to a reduction of the amount of Dutch dividend withholding tax
withheld that must be paid over to the Dutch tax authorities in respect of dividends
distributed by Buhrmann
NV. Non-Resident Holders of ordinary shares are urged to consult their tax advisors
regarding the general creditability or deductibility of Dutch dividend withholding
tax and, in particular, the impact to such investors of Buhrmann
NVs potential ability to receive a reduction as meant in the previous paragraph. Gift tax and inheritance taxA person who
acquires ordinary shares as a gift (in form or in substance) or who acquires
or is deemed to acquire ordinary shares on the death of an individual, will not
be subject to Dutch gift tax or to Dutch inheritance tax, as the case may be,
unless: 
   the
         donor is or the deceased was resident or deemed to be resident in the
         Netherlands for purposes of gift or inheritance tax, as the case may
      be; or
   the
         ordinary shares are or were attributable to an enterprise or part of
         an enterprise that the donor or the deceased carried on through a permanent
         establishment or a permanent representative in the Netherlands at the
      time of the gift or of the death of the deceased; or
   the
         donor makes a gift of ordinary shares, then becomes a resident or deemed
         resident of the Netherlands, and dies as aresident or deemed resident
      of the Netherlands within 180 days after the date of the gift.




Other taxes and dutiesNo Dutch registration
tax, transfer tax, stamp duty or any other similar documentary tax or duty, other
than court fees, will be payable in the Netherlands by a Non-Resident Holder
of ordinary shares in respect of or in connection with the subscription, issue,
placement, allotment or delivery of ordinary shares.




---



Back to Contents

| |  | Buhrmann                             |  | Chapter
        10                            | 171
| |  | ------------------------------------ |  | --------------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Information
        Required under Form 20-F



Selected Financial Data US GAAP





The selected financial data set forth below is presented in accordance with US
generally accepted accounting priciples (US GAAP). For a discussion of the material
differences between IFRS and US GAAP, as applicable to Buhrmann, please see Note
37 to our Consolidated Financial Statements. Additionally, please see the sections About Buhrmann and Group
Financial Review for a description of major events and significant acquisitions
or divestments that may affect the comparability of the results of operations
presented below. Amounts in accordance with US GAAPin millions of euro, unless stated otherwise
   2001
   
   2002
   
   2003
   
   2004
   
   2005
   
   20051Statement of income dataNet sales2
   7,310
   
   6,967
   
   5,840
   
   5,550
   
   5,896
   
   US$6,982Operating result2
   116
   
   (718
   )
   182
   
   213
   
   235
   
   US$278Result from continuing operations2
   13
   
   (849
   )
   (59
   )
   104
   
   131
   
   US$155Discontinued operations2
   22
   
   (92
   )
   (249
   )
   4
   
   5
   
   US$6Net result before cumulative effect of changein accounting principles2
   35
   
   (941
   )
   (308
   )
   108
   
   136
   
   US$161Cumulative effect of change in accountingprinciples, after tax2
   
   
   
   
   (29
   )
   
   
   
   
   Net result2
   35
   
   (941
   )
   (337
   )
   108
   
   136
   
   US$161  at
    period end, in millions of euro, unless stated otherwise
   2001
   
   2002
   
   2003
   
   2004
   
   2005
   
   2005
   1Balance
    sheet dateTotal assets2
   7,701
   
   5,607
   
   3,791
   
   3,683
   
   4,080
   
   US$4,832Long-term borrowings
   2,059
   
   1,678
   
   949
   
   822
   
   1,059
   
   US$1,254Shareholders equity5
   3,120
   
   1,869
   
   1,456
   
   1,474
   
   1,578
   
   US$1,869  in
    euro, unless stated otherwise
   2001
   
   2002
   
   2003
   
   2004
   
   2005Other
    dataBasic result from continuing operationsper ordinary share3
   (0.15
   )
   (6.32
   )
   (0.64
   )
   0.46
   
   0.44Basic net
    result before cumulative effect of change in accounting principle per ordinary
    share3
   0.01
   
   (6.98
   )
   (2.39
   )
   0.49
   
   0.47Basic net result per ordinary share3
   0.01
   
   (6.98
   )
   (2.60
   )
   0.49
   
   0.47Fully diluted result from continuing operationsper ordinary share3
   (0.15
   )
   (6.32
   )
   (0.64
   )
   0.43
   
   0.41Fully diluted
    net result before cumulative effect of change in accounting principle per
    ordinary share3
   0.01
   
   (6.98
   )
   (2.39
   )
   0.46
   
   0.44Fully diluted net result per ordinary share3
   0.01
   
   (6.98
   )
   (2.60
   )
   0.46
   
   0.44Dividend declared per ordinary share in USD4
   0.19
   
   0.08
   
   0.08
   
   0.08
   
   0.17






1
   Certain
       euro amounts for 2005 have been translated into United States dollars
       at the Noon Buying Rate at 31 December 2005 of 1,1842 US dollars to the
       euro, respectively. Such translations should not be construed as representation
       that the euro amounts represent, or have been or could be converted into,
       United States dollars at that or any other rate.2
   Several
       US GAAP adjustments have been made to net result under IFRS to comply
        with US GAAP. These adjustments have been made, among other things, to:
   amortise
       intangible assets;
   record
       different treatment of hedge accounting on derivative instruments;
   amortise
       actuarial gains and losses regarding defined benefit pension plans;
   defer revenue for timing differences in recognition;
   write-off
       and amortise financing fees;
   record
       unconditional catalogue contributions as a reduction of inventory cost;
   record
       different treatment of allowances on deferred tax assets;
   record
       Preference Shares A and C as equity components rather than as liabilities;
   record
       the Convertible Subordinated Bonds fully as a liability. 
       Several US
       GAAP adjustments have been made to total assets under IFRS to comply with
       US GAAP. These adjustments have been made, among other things, to:
   recognise
       goodwill on acquisitions that was written off to equity;
  adjust
      goodwill for and integration provisions not allowed under US GAAP;





   recognise
       intangible assets;
   recognise
       actuarial gains and losses regarding defined benefit pension plans;
   adjust
       capitalised financing fees;
   reduce
       inventory values for unconditional catalogue contributions;
   record
       different treatment of all owances on deferred tax assets;
   record
       Preference Shares A and C as equity components rather than as liabilities;
   record
       the Convertible Subordinated Bonds fully as a liability.For
      more detailed information about the US GAAP adjustments, see Note 37 in
      the section Financial Statements.3
   The
       weighted average number of ordinary shares outstanding in 2001, 2002,
       2003 and 2004 to calculate earnings per share have been adjusted by a
       factor 0.9456 to
compensate for the dilution effect caused by the rights issue in the first quarter
       of 2005.4
   The
       dividend was translated from euro to U.S. dollar at the 23 February 2006
       Noon Buying Rate (for a definition see Exchange Rate Information on
       page164) for cable transfers of €1=US$1,1923 dollar.5
   During
       the years ended 31 December 2001, 2002, 2003 and 2004 we presented minority
        interests as part of share holders equity under US GAAP. As minority
        interests are not
presented within shareholders equity under US GAAP, we have revised
this
presentation in 2005. The effect of the change in presentation on our previously
reported
shareholders equity under US GAAP is a decrease of
€37 million, €41 million, €48 million and €56 million
in 2001, 2002, 2003 and 2004 respectively.


---



Back
  to Contents

| |  |                                                            |                             | 
| |  | ---------------------------------------------------------- | --------------------------- | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  | 4Chapter
          11                                      |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  | Additional
        Information about Buhrmann
      Shares |                             | 
| |  |                                                            |                             | 
| |  | 173                                                        | Buhrmann
            Shares | 
| |  | 177                                                        | Important
            Dates | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                            
| |  |                                                            |                             | 
| |  |                                                            |                             | 
| |  |                                                            |                             | 

---




Back to Contents

| |  | Buhrmann                             |  | Chapter
    11                                | 173
| |  | ------------------------------------ |  | --------------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Additional Information about Buhrmann
Shares



Buhrmann Shares





Development
      in the number of Buhrmann ordinary shares issued and outstandingEquityOn
    1 January
   Stock
   placements
    and
   On
    31 December
   Treasury
   On
    31 Decemberissued
   dividend
   1
   restructuring
   2
   issued
   stock
   3
   outstanding2001
   
   102,544,130
   
   1,690,863
   
   27,600,000
   
   131,834,993
   
   509,355
   
   131,325,6382002
   
   131,834,993
   
   793,068
   
   
   
   132,628,061
   
   515,418
   
   132,112,6432003
   
   132,628,061
   
   4,063,857
   
   
   
   136,691,918
   
   526,155
   
   136,165,7632004
   
   136,691,918
   
   1,434,610
   
   
   
   138,126,528
   
   531,364
   
   137,595,1642005
   
   138,126,528
   
   1,841,644
   
   39,356,532
   
   179,324,704
   
   574,992
   
   178,749,712 1
   In
       2001 and 2005 shareholders could choose to receive the dividend in stock
       rather than cash. From 2002 to 2004, a stock dividend was paid.For shareholders
       who wished to receive
       a cash amount  in this period, the Company sold the shares in which the
       stock dividends have been converted.2
   In
       2001 acapital increase was effected at €25.00 per share. In 2005 a rights
       issue took place to partly finance the buy-back of
    all Preference Shares C at a subscription price of €6.37.3
   Treasury
       stock are shares purchased to avoid dilution primarily caused by the exercise
       of option rights under the Buhrmann Incentive Plan.






Composition of enterprise value (at year end) * Included in long-term loans as of 2004. Dividend per share Dividend proposalWith
regard to the ordinary shares, a proposal will be submitted to the Annual General
Meeting of Shareholders to be held on 13 April 2006 to pay a dividend of €0.17
per ordinary share. In line with Buhrmanns policy on additions to reserves
and dividends, this represents 24% of the net profit* per ordinary share of €0.70.
The dividend on ordinary shares will be paid either wholly in cash or in new
ordinary shares, at the option of the shareholder taking into account restrictions
related to the Senior Credit Facility. An amount of  €11.2 million will be paid to holders of
Preference Shares A, representing a statutory dividend of  €0.21 per share. * Net results before changes in fair values and exceptional results.




Enterprise value (high, low, year end) Ordinary shares and Preference Shares A (period 2001-03) are valued at market
price, whereas of 2004 Preference Shares A are valued at nominal value, as under
IFRS those Preference Shares A are considered to be a liability. The Preference
Shares C have been repurchased at the end of March 2005. Earnings per ordinary shareNet result attributable to holders of ordinary shares Buhrmann NV in
      euro
   
   First
   
   Second
   
   Third
   
   Fourthquarter
   quarter
   quarter
   quarter
   Full
      year2004
   
   0.04
   
   0.10
   
   0.15
   
   0.33
   
   0.622005
   
   (0.53
   )
   0.10
   
   0.16
   
   0.18
   
   0.01 Credit agency ratings at
      year end 2005
   Rating*
   
   OutlookMoodys
   Ba3
   
   StableS&P
   BB-
   
   Stable *Rating relates to Senior Implied Debt Rating.


---



Back to Contents

|174 |  |                                      | Buhrmann |                                               | Chapter
    11
|--- |  | ------------------------------------ | -------- | --------------------------------------------- | --------------
|    |  | 2005
    Annual Report and Form 20-F |          | 4Additional Information about Buhrmann
Shares



Buhrmann
    Shares





Share price development Buhrmann ordinary shares versus AEX
    index (200331 December 2005)






Indicative spread of ordinary shares as at 31 December 2005 Indicative spread of ordinary shares as at 31 December 2005 in
      percentage
   Private
   
   Institutional
   
   Total
      2005
   
   Total
      2004The Netherlands
   7
   
   21
   
   28
   
   33United Kingdom
   0
   
   24
   
   24
   
   31France
   0
   
   8
   
   8
   
   7Rest of Europe
   0
   
   9
   
   9
   
   5North America
   0
   
   18
   
   18
   
   17Rest of the world
   0
   
   1
   
   1
   
   1Unidentified
   0
   
   12
   
   12
   
   6Total
   7
   
   93
   
   100
   
   100




Major shareholdersBuhrmanns
issued share capital consists of 178.7 million ordinary shares and 53.3 million
Preference Shares A. As most of the ordinary shares are bearer shares, we have
no exact information on holdings of shareholders. Based on current information
we received, a stake of over 5% in our issued share capital, which may be a combination
of ordinary shares and (depositary receipts of) Preference Shares A, is held
by the
following companies: 
    ING
    Group NV (1025%)
     HNFP
    Holding NV (510%)
    Fortis
    Utrecht NV (510%) Stichting
    Administratiekantoor van Preferente Aandelen Buhrmann is holding all 53.3
    million outstanding Preference Shares A. The voting power on the Preference
    Shares A is related to the  economic value at the end of the month before
    a General Meeting of Shareholders will be called. Based on the current total
    share capital outstanding, the Preference Shares A represent up to a maximum
    of about 23% voting interest in Buhrmann NV (see
Description of Share Capital, page 152 to 156). Market capitalisation ordinary shares in
      millions of euro
   
   High
   
   Low
   
   Year
      end2001
   
   3,908
   
   703
   
   1,6262002
   
   2,079
   
   317
   
   5522003
   
   1,097
   
   260
   
   9442004
   
   1,246
   
   791
   
   9872005
   
   2,258
   
   987
   
   2,222


---



Back to Contents

| |  | Buhrmann                             |  | Chapter
    11                                | 175
| |  | ------------------------------------ |  | --------------------------------------------- | ---
| |  | 2005
    Annual Report and Form 20-F |  | 4Additional Information about Buhrmann Shares



Buhrmann
Shares





Price of ordinary shares (daily closing) in
      euro
   High
   
   Low
   
   Year
      end2001*
   31.23
   
   5.04
   
   11.672002*
   14.98
   
   2.27
   
   3.942003*
   7.61
   
   1.86
   
   6.552004*
   8.66
   
   5.42
   
   6.772005*
   12.63
   
   7.06
   
   12.43 in
      euro
   High
   
   Low
   
   Period
      endQ1 2004*
   8.66
   
   6.40
   
   6.96Q2 2004*
   7.85
   
   6.43
   
   7.73Q3 2004*
   7.85
   
   5.70
   
   5.74Q4 2004*
   6.83
   
   5.42
   
   6.77Q1 2005*
   8.38
   
   7.06
   
   7.80Q2 2005
   8.40
   
   6.78
   
   8.17Q3 2005
   10.05
   
   8.24
   
   10.05Q4 2005
   12.63
   
   8.90
   
   12.43 *
   All
       prices of ordinary shares up to 14 March 2005 have been recalculated for
       the €250 million rights
   issue in March 2005. Price
      of ordinary shares (daily closing) in
      euro
   High
   
   Low
   
   Period
      endSeptember 2005
   10.05
   
   9.45
   
   10.05October 2005
   10.10
   
   8.90
   
   9.22November 2005
   11.28
   
   9.40
   
   11.24December 2005
   12.63
   
   11.34
   
   12.43January 2006
   12.95
   
   11.98
   
   12.86February 2006 (until 21st)
   13.97
   
   13.08
   
   13.82 Price
  of Preference Shares A (daily closing) in
          euro
    
    High
    
    Low
    
    Year
          end2004
    
    3.46
    
    2.90
    
    2.952005
    
    3.50
    
    2.93
    
    3.11




Price
   of American Depositary Receipts (daily closing) in
      US dollar
   High
   
   Low
   
   Year
      end2001*
   28.16
   
   5.29
   
   10.642002*
   13.31
   
   2.38
   
   4.262003*
   9.05
   
   2.11
   
   8.752004*
   11.73
   
   7.30
   
   9.872005*
   14.90
   
   8.73
   
   14.71 in
      US dollar
   High
   
   Low
   
   Period
      endQ1 2004*
   11.73
   
   8.62
   
   9.24Q2 2004*
   10.10
   
   8.25
   
   10.05Q3 2004*
   10.16
   
   7.42
   
   7.60Q4 2004*
   9.87
   
   7.30
   
   9.87Q1 2005*
   11.55
   
   9.92
   
   10.06Q2 2005
   10.35
   
   8.73
   
   9.83Q3 2005
   12.35
   
   9.83
   
   12.01Q4 2005
   14.90
   
   10.77
   
   14.71 *
   All
       prices of American Depositary Receipts upto 14 March 2005 have been recalculated
       for the €50 million rights issue in March 2005. Price of American Depositary Receipt (daily closing) in
      US dollar
   High
   
   Low
   
   Period
      endSeptember 2005
   12.33
   
   11.34
   
   12.01October 2005
   11.97
   
   10.77
   
   11.07November 2005
   13.21
   
   11.16
   
   13.21December 2005
   14.90
   
   13.30
   
   14.71January 2006
   15.74
   
   14.70
   
   15.69February 2006 (until 21st)
   16.65
   
   15.78
   
   16.43 Annual volume of Buhrmann ordinary shares traded on Euronext Amsterdam Number
      of
   
   Effective
      salesshares
      (millions)
   (x
      EUR millions)2001
   
   199.5
   
   7,7232002
   
   191.7
   
   3,3002003
   
   269.0
   
   2,7862004
   
   253.3
   
   3,6802005
   
   387.0
   
   6,908






Movement
      in price of Buhrmann ordinary shares on Euronext Amsterdam 2005  9
    February 2006*






1
     Publication full year 2004 results
     
     7
     Publication
      third quarter 2005 results2
     Announcement
       buy-back Preference Shares C
     
     8
     Acquisition
      U.S. facility products company3
     EGM,
       approval buy-back Preference Shares C
     
     9
     Creation
       global merchandising function
     
     *
     All
         prices of ordinary shares up to 14 March 2005 have been recalculated for
         the €250
       million rights issue in March 2005.4
     AGM
     
     10
     Acquisition
      Spanish Ofiexpress5
     Publication
      first quarter 2005 results
     
     11
     Publication
           fourth quarter 2005
  results6
     Publication
      second quarter 2005 results


---



Back
  to Contents

|176 |  |                                          | Buhrmann |                                               | Chapter
        11
|--- |  | ---------------------------------------- | -------- | --------------------------------------------- | ------------------
|    |  | 2005
        Annual Report and Form 20-F |          | 4Additional Information about Buhrmann Shares

Buhrmann Shares





Stock exchange listingsSince
      December 1938 Buhrmann ordinary shares are listed on Euronext in Amsterdam
      (symbol: BUHR) and since September 2001 on NYSE in New York (symbol: BUH).
      The shares trade in the United States in the form of American Depositary Receipts. Other securities traded
     Depositary
         receipts of cumulative Preference Shares A, with a face value of €1.20,
         listed on Euronext Amsterdam (symbol:BUHP)
     Buhrmann
       US, Inc.8 1/4% Subordinated Bonds 20042014
     Buhrmann
       US, Inc.7 7/8% Subordinated Bonds 20052015
     Buhrmann
         NV 2% Subordinated Convertible Bonds 20032010 Euronext
          Amsterdam derivatives market
      Buhrmann
      call / put options 1, 2, 3, 6, 9, 24 months American Depositary SharesWe incorporate by reference the disclosure regarding our American Depositary Share programme included in the Registration Statement on Form 8-A, as filed with the Securities and Exchange
  Commission on 28 August 2001. Major indicesThe
  Buhrmann ordinary share is included in the main index of Euronext (AEX) in Amsterdam.
  Other indices in which Buhrmann is included at year end 2005
  are inter alia, Euronext Top 150, S&P
  Europe 350 Index, S&P Global 1200, Dow Jones Euro STOXX, Dow Jones STOXX
  600 Index, Ethibel Sustainability Index and Kempen/SNS Smaller Europe SRI Index. According to the Industry Classification Benchmark (ICB) of FTSE Group and Dow Jones Indexes, Buhrmann is classified as Industrial Supplier (sub sector 2797) within the sector Support
  Services. Disclosure/web siteAll
      results announcements and press releases in general are sent out before market
      opening of Euronext. All results announcements,as well as any other major
      announcements, are accompanied by a conference call and/or meeting for the
      professional investment community. All others interested in these meetings
      and/or conference calls can listen to a simultaneous web cast to be accessed
      via our web site under Conference calls and Presentations at the
    Investor Relations section on www.buhrmann.com. Furthermore all other presentations made to groups of investors are published at the same moment on our web site.




Shareholders Communication ChannelBuhrmann
  is one of the initiators of the Shareholders Communication Channel Foundation (Stichting Communicatiekanaal Aandeelhouders), which offers participating shareholders the
  possibility to vote at annual general meetings, without being present at the meeting either in person, or by proxy. The Communication Channel can also assist management and (groups of) shareholders with proxy solicitation. The Communication
  Channels web site address is www.communicatiekanaal.com. Private investorsIn
  2006, as we did in 2005, we will continue to focus on our private investors.
  In 2005 we were again one of the main sponsors of Dag van het Aandeel organised by the VEB Dutch
  Investors Association. For more informationBuhrmanns
  corporate head office is located at, and its registered office address is, Hoogoorddreef
  62, 1101 BE Amsterdam ZO, the Netherlands. Our
  telephone number is +31 (0)20 651 11
  11. www.buhrmann.com
  www.corporateexpress.com
  www.corporateexpress.info
  www.ce.com.au
  www.asap.com
  www.buhrmanngraphics.info Information included on our web sites does not form part of this Annual Report. Investor relationsTelephone
      +31 (0)20 651 10 42
      Fax +31 (0)20 651 10 05
      Email ir@buhrmann.com Corporate communicationsTelephone
  +31 (0)20 651 10 34
  Fax +31 (0)20 651 10 05
  Email corpcomm@buhrmann.com


---



Back
  to Contents

| |  | Buhrmann                             |  | Chapter
      11                                    | 177
| |  | ------------------------------------ |  | --------------------------------------------------- | ---
| |  | Annual
    Report and Form 20-F 2005 |  | 4Additional
      Information about Buhrmann Shares



Important
  Dates






     Registration
         dateThursday 6 April 2006
     General
         Meeting of ShareholdersThursday 13 April 2006
     Listing
         ex-dividendWednesday 19 April 2006
     Selection
         period dividend ordinary shares(in cash or in shares)
       1827 April 2006
     Dividend
         payment ordinary sharesTuesday 2 May 2006
     Publication
         of first quarter 2006 resultsWednesday 3 May 2006
     Publication
         of second quarter 2006 resultsWednesday 2 August 2006
     Publication
         of third quarter 2006 resultsWednesday 1 November 2006
     Publication
         of full year 2006 resultsThursday 8 February 2007
     General
         Meeting of ShareholdersThursday 12 April 2007


---



Back to Contents

| |  |                                            |  | 
| |  | ------------------------------------------ |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  | Cross
        Reference
      to Form 20F |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            | 
| |  |                                            |  | 
| |  |                                            |  | 
| |  |                                            |  | 

---



Back to Contents

| |  | Buhrmann                             |  | 4Cross
    Reference to Form 20-F | 179
| |  | ------------------------------------ |  | --------------------------------- | ---
| |  | Annual
    Report and Form 20-F 2005 |  |                                  



Cross Reference to Form 20F



Part
    1
    
    PageItem 1.
    Identity
    of Directors, Senior Management and Advisers
    N/AItem 2.
    Offer
    Statistics and Expected Timetable
    N/AItem 3.
    Key
    InformationA.
    Selected
    financial data
    7,74,164,171B.
    Capitalisation
    and indebtedness
    N/AC.
    Reasons
    for the offer and use of proceeds
    N/AD.
    Risk factors
    63-67Item 4.
    Information
    on the CompanyA.
    History
    and development of the company
    11,12,176 B.
    Business
        overview
    11-
      15,22,24,26,28,30,31,91,92C.
    Organisational
        structure
    
    11,12,157D.
    Property,
        plants and equipment
    
    36,73Item 5.
    Operating
          and Financial Review and ProspectsA.
    Operating
        result
    16-20,23,25,27,29,31,72B.
    Liquidity
        and capital resources
    20,21,70-72,107-110C.
    Research
        and development, patents and licenses, etc.
    
    72D.
    Trend
        information
    
    14,73,74E.
    Off-balance
        sheet arrangements
    
    73F.
    Tabular
        disclosure of contractual obligations
    
    72,73G.
    Safe harbor
    
    2Item 6.
    Directors,
          Senior Management and EmployeesA.
    Directors
        and senior management
    
    8,9,51B.
    Compensation
    
    58,59,61C.
    Board
        practices
    
    38-42,56D.
    Employees
    
    33,35,91,92E.
    Share
        ownership
    
    54,55,59-61Item 7.
    Major
          Shareholders and Related Party TransactionsA.
    Major
        shareholders
    
    174B.
    Related
        party transactions
    
    118,163C.
    Interests
        of experts and counsel
    
    N/AItem 8.
    Financial
          InformationA.
    Consolidated
        Statements and Other Financial Information
    
    75-150,158-160B.
    Significant
        Changes
    
    N/AItem 9.
    The
          Offer and ListingA.
    Offer
        and listing details
    
    175B.
    Plan
        of distribution
    
    N/AC.
    Markets
    
    176D.
    Selling
        shareholders
    
    N/AE.
    Dilution
    
    N/AF.
    Expenses
        of the issue
    
    N/A


Item 10.
    Additional
    InformationA.
    Share
    capital
    152B.
    Memorandum
    and articles of association
    152-156C.
    Material
    contracts
    162,163D.
    Exchange
    controls
    163E.
    Taxation
    165-170F.
    Dividends
    and paying agents
    N/AG.
    Statement
    by experts
    N/AH.
    Documents
    on display
    3I.
    Subsidiary
    Information
    157Item 11.
    Quantitative
    and Qualitative Disclosures 
    About Market Risk
    111-113Item 12.
    Description
    of Securities Other than Equity Securities
    N/APart 2Item 13.
    Defaults,
    Dividend Arrearages and Delinquencies
    N/AItem 14.
    Material
    Modifications to the
    Rights of Security Holders and Use of Proceeds
    N/AItem 15.
    Controls
    and Procedures
    69Item 16.
    [Reserved]A.
    Audit
    committee financial expert
    49B.
    Code of
    Ethics
    36C.
    Principal
    Accountant Fees and Services
    44,45D.
    Exemptions
    from the Listing Standards for Audit Committees
    45E
    Purchases
    of Equity Securities by the Issuer and Affiliated Purchasers
    N/APart 3Item 17.
    Financial
    Statements
    N/AItem 18.
    Financial
    Statements
    75-150,160Item 19.
    Exhibits
    Filed
    with the SEC




---



Back to Contents

| |                                                                                                                                                                                                                                                                                               
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |                                                                                                                                                                                                                                                                                               
| | Design
    and productionwilliams and phoa, London                                                                                                                                                                                                                                            
| |                                                                                                                                                                                                                                                                                               
| | PhotographyMike
      Goldwater
      John Ross                                                                                                                                                                                                                                               
| |                                                                                                                                                                                                                                                                                               
| | Print                                                                                                                                                                                                                                                                                         
| | Grafisch
            bedrijf Tuijtel, Hardinxveld-Giessendam, the Netherlands. Produced
            on Heidelberg pre-press equipment and Heidelberg speedmasters, models
            SM 102-8p, CD 102-5 and CD 102-4. Finished with the aid of Polar
    and Heidelberg finishing equipment.



---



Back to Contents

|
|



---



Back
  to Contents

| |                                      
| | -------------------------------------
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| | All
      products for the office    
| | As
      a business services and     
| | distribution
      company, our focus
| | is
      to support businesses and   
| | institutions
      by delivering an  
| | extensive
      range of products    
|
| | for
      their daily needs.         
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      
| |                                      

|
|
|
|
|
|
|
|
|
|
|
|
|
|
|

---





Back to Contents

ITEM
      19:   EXHIBITS

|Exhibit |  |                                                                                                                                                                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|number  |  | Description                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                      
|***1.1  |  | Articles
        of Association of Buhrmann NV, as last amended, dated 1 April 2005.                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                      
|***2.1  |  | Indenture,
        dated as of 2 March 2005 for the 77/8%
        Senior Subordinated Notes due2015
        among Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantorslisted
        therein and The Bank of New York, as trustee.                      
|        | 
|        |  |                                                                                                                                                                                                                                                                      
|***2.2  |  | Form of
        77/8%
        Senior Subordinated Notes due 2015 (included in exhibit 4.1)                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                      
|‡2.3    |  | Indenture,
        dated as of 1 July 2004 for the 81/4%
        Senior Subordinated Notes due 2014among
        Buhrmann US Inc., as issuer, Buhrmann NV and the other guarantors listedtherein
        and The Bank of New York, as trustee.                       
|        | 
|        |  |                                                                                                                                                                                                                                                                      
|‡2.4    |  | Form of
        81/4%
        Senior Subordinated Notes due 2014 (included in exhibit 4.3)                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                      
|††2.5   |  | Term and
        conditions of the 2.00% Guaranteed Convertible Subordinated Bonds due2010.                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                      
|†††4.1  |  | Share
        Sale and Purchase Agreement, dated 22 February 2005, between the ApolloHolders
        and the Bain Holders and others as the sellers and Buhrmann N.V. as thepurchaser,
        all the issued and outstanding Preference Shares C in Buhrmann N.V.   
|        | 
|        |  |                                                                                                                                                                                                                                                                      
|**4.2   |  | Distributor
        Agreement, dated 10 December 2002 between HeidelbergDruckmaschinen
        Aktiengesellschaft (Heidelberg) and Buhrmann NV, effective as of1
        July 2003.                                                                                  
|        |  |                                                                                                                                                                                                                                                                      
|4.3    |  | Deposit
        Agreement, dated as of 21 December 1993, Amended and Restated as ofSeptember
        20, 2001 by and among Buhrmann NV and The Bank of New York asDepositary
        and Owners and Holders of American Depositary Receipts.                         
|        | 
|        |  |                                                                                                                                                                                                                                                                      
|**4.4   |  | Form of
        employment contract for Members of the Executive Board.                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                      
|**4.5   |  | Dutch
        Master Receivables Purchase Agreement, amended and restated on 18 July
        2002 between Buhrmann-Ubbens BV, Proost and Brandt BV, Buhrmann Silver
        S.A,Silver
        Securitisation B.V., Deutsche Trustee Company Limited and Buhrmann NV.
|        | 
|        |  |                                                                                                                                                                                                                                                                      

---



Back to Contents

|**4.6   |                                                                                                                                                                                                                                                                                                                                                            | English
        Originator Notice of Intention to Make Offers to Sell, given on July
        18, 2002,by
        Robert Horne Group PLC, The Howard Smith Paper Group Limited and The
        M6Paper
        Group Limited to Buhrmann Silver S.A.                  
|------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|††4.7   |                                                                                                                                                                                                                                                                                                                                                            | European
        Receivables Warehouse Company Sale and Purchase Agreement, dated 31October
        2003, between Buhrmann Silver S.A., Horne Group PLC, The Howard SmithPaper
        Group Limited, The M6 Paper Group Limited and Deutsche Trustee CompanyLimited.
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|**4.8   |                                                                                                                                                                                                                                                                                                                                                            | English
        Standard Terms and Conditions, amended and restated 18 July 2002 betweenvarious
        parties in the securitization program.                                                                                                                       
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.9     | Deed
        of Amendment relating to Master Definitions and Framework Deed and Servicing
        Agreement each dated 27 September 2000 (as amended from time to time) dated
        30 November 2005 between various parties in the securitization program.                                                                                             
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.10    | Master
        Deed of Release and Termination in respect of the Buhrmann Securitization Program
        dated 30 November 2005 between various parties in the securitization program.                                                                                                                                                                    
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.11    | Master
        Deed of Release and Termination in respect of Rheingold no. 11 Ltd and
        the Buhrmann
        Securitization Program dated 30 November 2005 between various parties in
        the securitization program.                                                                                                                           
|       
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.12    | Silver
        Note Purchase Agreement dated 30 November 2005 between Buhrmann US Inc.,
        Buhrmann Silver Financing LLC, Erasmus Capital Corporation and Cooperatieve
        Raifeissen-Boerenleenbank B.A.                                                                                                                                        
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.13    | Amended
        and Restated US Contribution Agreement dated 30 November 2005 between
        Corporate Express Office Products Inc., Corporate Express of Texas Inc., Corporate
        Express Document and Print Management Inc., ASAP Software Express Inc.,
        Buhrmann Silver US LLC, Buhrmann N.V. and Deutsche Trustee Company Limited.      
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|4.14    | Amended
        and Restated US Master Purchaser Funding Agreement dated 30 November 2005
        between Buhrmann Silver US LLC, Buhrmann Silver Financing LLC, Silver Funding
        Limited, Deutsche Trustee Company Limited, Buhrmann Stafdiensten B.V. and
        Buhrmann N.V.                                                                   
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|‡4.15   | Senior
        Facilities Agreement, as amended 28 June 2004, between Buhrmann NV, asParent,
        Buhrmann US Inc., as Borrower, various Guarantors, Deutsche Bank AGLondon
        and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank AG London, asAgent,
        Deutsche Bank AG London, as Security Trustee, and various Lenders.                 
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      
|†††4.16 | Amendment
        to Senior Facilities Agreement, dated 1 December 2004 betweenBuhrmann
        NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors,Deutsche
        Bank AG London and ABN AMRO Bank N.V., as Arrangers, DeutscheBank
        AG London, as Agent, Deutsche Bank AG London, as Security Trustee, andvarious
        Lenders.
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                           
|        |                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                                                                                                                      

---



Back to Contents

|†††4.17                                                                                                                                                                                           |  | Amendment
        to Senior Facilities Agreement, dated 10 March 2005, betweenBuhrmann
        NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors,Deutsche
        Bank AG London and ABN AMRO Bank N.V., as Arrangers, DeutscheBank
        AG London, as Agent, Deutsche Bank AG London, as Security Trustee, andvarious
        Lenders.       
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                                                                  | 
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|4.18                                                                                                                                                                                              |  | Amendment
        to Senior Facilities Agreement, dated 30 November 2005, between Buhrmann
        NV, as Parent, Buhrmann US Inc., as Borrower, various Guarantors, Deutsche
        Bank AG London and ABN AMRO Bank N.V., as Arrangers, Deutsche Bank
        AG London, as Agent, Deutsche Bank AG London, as Security Trustee, and various
        Lenders.
|                                                                                                                                                                                                  | 
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|8.1                                                                                                                                                                                               |  | List of
        significant subsidiaries                                                                                                                                                                                                                                                                                                                        
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|12.1                                                                                                                                                                                              |  | Certifications
        of Buhrmanns Chief Executive Officer and Chief Financial Officer pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                     
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|13.1                                                                                                                                                                                              |  | Certifications
        of Buhrmanns Chief Executive Officer and Chief Financial Officer pursuant
        to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                     
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|†††15.1                                                                                                                                                                                           |  | Audit Committee
        Charter, as last amended, dated 10 December 2004.                                                                                                                                                                                                                                                                                       
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|†††15.2                                                                                                                                                                                           |  | Compensation,
        Nominating and Corporate Governance Committee Charter, as lastamended,
        dated 10 December 2004.                                                                                                                                                                                                                                    
|                                                                                                                                                                                                  |  |                                                                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                 
|*
        Incorporated by reference to Registration Statement of Buhrmann NV on
        Form F-4, dated 31 March 2000, File No. 333-11768.                                                       
|                                                                                                                                                                                                 
|**
        Incorporated by reference to Annual Report of Buhrmann NV on Form 20-F,
        dated 27 June 2003, File No. 001-16663.                                                               
|                                                                                                                                                                                                 
|***
        Incorporated by reference to Amended Registration Statement of Buhrmann
        NV on Form F-4, dated 1 July 2005, File No. 333-123952.                                              
|                                                                                                                                                                                                 
|****Incorporated
        by reference to Amended Registration Statement of Buhrmann NV on Form
        F-4, dated 19 July 2005, File No. 333-123952.                                             
|                                                                                                                                                                                                 
|† Incorporated
        by reference to Post Effective Amendment No. 1 to the Form F-6 Registration
        Statement filed with the Securities and Exchange Commission on 24 August
        2001.
|                                                                                                                                                                                                 
|† Incorporated
        by reference to Annual Report of Buhrmann NV on Form 20-F, dated 21 June
        2004, File No. 001-16663.                                                                
|                                                                                                                                                                                                 
|††† Incorporated
        by reference to Annual Report of Buhrmann NV on Form 20-F, dated 14 March
        2005, File No. 001-16663.                                                             
|                                                                                                                                                                                                 
|‡ Incorporated
        by reference to Amendment No. 1 to Registration Statement of Buhrmann
        NV on Form F-4 dated 7 September 2004, File No. 333-117584.                                 
|                                                                                                                                                                                                 

---



Back to Contents

SIGNATURES

The registrant
      hereby certifies that it meets all of the requirements for filing on Form
      20-F and that it has duly caused and authorized the undersigned to sign
      this annual report on its behalf.


|                                |  |     |     | BUHRMANN
        NV                   
|------------------------------- |  | --- | --- | --------------------------------------
|                                |  |     |     |                                       
|                                |  | By: | /s/ | FRANS
        H.J. KOFFRIE            
|                                |  |     |     |                                       
|                                |  |     |     | Name: Frans
        H.J. Koffrie      
|                                |  |     |     | Title:
        Chief Executive Officer
|                                |  |     |     |                                       
|                                |  | By: | /s/ | FLORIS
        F. WALLER              
|                                |  |     |     |                                       
|                                |  |     |     | Name: Floris
        F. Waller        
|                                |  |     |     | Title:
        Chief Financial Officer
|                                |  |     |     |                                       
|Dated:
        23 February 2006 |  |     |    

---