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                                                                       Exhibit 1

Informal Translation of the Articles of Association
of Madge Networks N.V., established at Amsterdam,
in force as of September 11, 2000.



Chapter I.

Definitions.
Article 1.

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

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

b.  the general meeting of shareholders: the meeting of
    shareholders, and other persons entitled to attend the
    general meetings;

c.  the Board: the combined board consisting of both the members
    of the management board and of the supervisory board;

d.  the distributable part of the net assets: that part of the
    company's net assets which exceeds the aggregate of the part
    of the capital which has been paid and called up and the
    reserves which must be maintained by virtue of the law;

e.  the annual accounts: the balance sheet and profit and loss
    account with the explanatory notes;

f.  the accountant: a register accountant or other accountant
    referred to in Section 393 of Volume 2 of the Civil Code;

g.  the annual meeting: the general meeting of shareholders held
    for the purpose of discussion and adoption of the annual
    accounts;

Chapter II.

Name, seat, objects.
Article 2.    Name and seat.

1.  The name of the company is: MADGE NETWORKS N.V.
2.  The official seat of the company is in Amsterdam.

Article 3.    Objects.

1.  The objects of the company are:

    -   to incorporate, to manage, to finance, to acquire companies, businesses
        and enterprises, to enter into joint ventures and partnerships in
        general, and in particular in the field of the manufacturing and sales
        of computer hardware, computer networks and computer software;

    -   to be engaged in the research and development of computers, computer
        networks, and computer software and related products or systems;


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    -   to render computer services;

    -   to lend and to borrow and raise funds, including the issuance of bonds
        and notes, term papers, to enter into hedging contracts and
        currency-trading;

    -   to collect debts for affiliated companies, and to be engaged in
        commission-trade, and to act as factoring company;

    -   to issue guarantees and to charge and pledge its assets for obligations
        and commitments of itself or affiliated companies and third parties;

    -   to trade and to manage and exploit patents, trade marks, know how and
        industrial property rights;

    -   to perform any and all activities of industrial, financial or commercial
        nature .

2.  The company may establish branches within and outside the
    Netherlands.

Chapter III.

Capital and shares. Register.
Article 4.    Authorized capital.

1.  The authorized capital amounts to one hundred and four million guilders (NLG
    104,000,000.--).

2.  The authorized capital is divided into one hundred and four million
    (104,000,000) shares of one guilder (NLG 1.--) each, of which one hundred
    million (100,000,000) common shares ("Common Shares") and two million
    (2,000,000) preferred A-shares ("Preferred A-Shares"), and two million
    (2,000,000) preferred B-Shares ("Preferred B-Shares").

3.  Anything provided for in these articles with regard to the shares of
    shareholders shall be applicable to Common Shares, Preferred A-Shares,
    Preferred B-Shares, or the holders thereof unless it is explicitly otherwise
    provided.

4.  Each outstanding Preferred A-Share and/or Preferred B-Share may be converted
    by the holder thereof into a Common Share on such terms and conditions as
    shall be agreed between the Company and the Shareholder concerned. At
    conversion the Preferred A-Share respectively Preferred B-Share concerned
    shall acquire all characteristics of a Common Share. Conversion shall not
    take place if and insofar the number of outstanding Common Shares would
    exceed the number of Common Shares referred to in article 4 paragraph 2.

5.  All shares are to be registered shares. At the option of the shareholder
    sharecertificates shall be issued.

6.  If sharecertificates are issued, shareholders have the choice between simple
    sharecertificates and multiple sharecertificates or a combination thereof.
    Multiple sharecertificates shall represent such number of shares as the
    management board shall determine, and these sharecertificates are
    exchangeable at the request of a shareholder for simple sharecertificates
    and vice versa, provided always for the same aggregate nominal value; any
    such exchange shall be free


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    of charge.

7.  Sharecertificates shall be signed by a member of the management board either
    by an original signature or by a facsimile signature.

8.  At a request in writing by the party concerned duplicates may be issued for
    sharecertificates or parts thereof which have been mislaid or damaged, on
    such conditions as the management board shall determine. The cost of the
    issuance of duplicates may be charged to the applicant. By the issuance of
    duplicates the originals will become void vis-a-vis the company. Duplicates
    will bear the numbers and letters of the documents they replace.

Article 5.    Register of shareholders.

1.  The management board shall keep a register in which the names and addresses
    of all shareholders are to be entered with a note of the date of acquisition
    by the shareholder, the date of the acknowledgement of the transfer by, or
    the service of the transfer upon the company, and of the amount paid on each
    share, and the class of the shares.

2.  Also the names and addresses of those who have a usufruct or a pledge in
    shares shall also be entered in the register, with a note of the date at
    which they acquired that right, and of the date of acknowledgement by or of
    the service upon the company, and of the rights which accrue to them
    according to paragraphs 2 and 4 of articles 88 and 89 of Volume 2 of the
    Civil Code.

3.  Each shareholder, each beneficiary of a usufruct and each pledgee is
    required to give written notice of his address to the company.

4.  Finally there shall also be recorded in the register every release from
    liability which has been granted in respect of payments on shares not yet
    made together with, if partly paid shares have been transferred, the date of
    the transfer.

5.  The register shall be kept accurate and up to date. All entries and notes in
    the register shall be signed by a member of the management board.

6.  On application by a shareholder, a beneficiary of a usufruct or a pledgee,
    the management board shall furnish an extract from the register, free of
    charge, insofar as it relates to his rights in a share. If a usufruct or a
    pledge has been created in the share, the extract shall state to whom the
    rights referred to in article 11, paragraphs 1 and 2 accrue. The extract is
    not negotiable.

7.  The management board shall make the register available at the company's
    office for inspection by the shareholders, the beneficiaries of a usufruct
    and the pledgees to whom the rights referred to article 11, paragraphs 1 and
    2 accrue. The details of the register with respect to shares not fully paid
    up shall be available for inspection by any person; copies of or extracts
    from these details shall be provided at a charge not exceeding the cost.

Chapter IV.


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Issuance of shares. Own shares.

Article 6. Issuance of shares. Body competent to issue shares. Conditions of
issuance. Rights of pre-emption.

1.  The issuance of shares may only be effected pursuant to a resolution of the
    general meeting, insofar as the general meeting has not designated another
    body of the company in this respect for a fixed period of time not exceeding
    five years and furthermore with due observance of the formalities as
    provided for by article 86 Volume 2 Civil Code.

2.  A resolution for the issuance of shares shall stipulate the price and
    further conditions of issuance.

3.  On the issuance of Common Shares each holder of Common Shares shall have a
    right of pre-emption in proportion to the aggregate nominal value of his
    Common Shares, subject to due observance of the relevant limitations set by
    law. No preemptive rights shall exist with regard to Preferred Shares, and
    the holders of Preferred Shares shall have no preemptive rights on Common
    Shares to be issued.

4.  Holders of Common Shares shall have a similar right of preemption if options
    are granted to subscribe to Common Shares.

5.  The right of pre-emption may, subject to due observance of the relevant
    provisions of the law, be limited or excluded by the general meeting or by
    another body of the company designated in this respect by resolution of the
    general meeting for a fixed period of time not exceeding five years.

Article 7.    Approval for issuance of shares.

In case the general meeting has not designated the Board as the body of the
company authorized to issue shares, any resolution to issue shares and to limit
or to exchange the right of pre-emption shall require prior approval by the
Board.

Article 8.    Payment for shares./Redemption.

1.  The full nominal amount of each share must be paid in on
    issue, as well as, if a share is subscribed for at a higher price, the
    balance of these amounts. It may be stipulated that a part of the nominal
    value, not exceeding three quarters thereof, need only be paid after the
    company has made a call therefor.

2.  Payment for a share must be made in cash insofar as no other manner of
    payment has been agreed on. Payment in foreign currency can be made only
    after approval by the company.

3.  As long as the statutory requirements concerning minimum capital are being
    observed, the general meeting may resolve to decrease the issued capital by
    purchasing shares and subsequent cancellation thereof or by reducing the
    nominal value of the shares by amending the articles of association.

Article 9.    Own shares.


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1.  When issuing shares the company shall not be entitled to subscribe for its
    own shares. Furthermore the acquisition by the company of shares in its
    capital which are not fully paid up shall be null and void.

2.  The company shall be entitled to acquire its own fully paid up shares or
    depositary receipts in respect thereof, provided either no valuable
    consideration is given or provided that:

    a.  the distributable part of the net assets is at least equal to the
        purchase price; and

    b.  the nominal value of the shares or the depositary receipts in respect
        thereof to be acquired by the company itself, already held by the
        company or pledged for the benefit of the company, or which are held by
        a subsidiary, does not exceed one tenth of the issued share capital.

3.  The validity of the acquisition shall be determined by the amount of the net
    assets according to the latest balance sheet adopted decreased by the
    consideration for shares in the company's capital or depositary receipts in
    respect thereof and distributions of profits or to the charge of any reserve
    to third parties which have fallen due by the company and its subsidiaries
    after the balance sheet date. If more than six months of a financial year
    have lapsed in which the annual accounts have not been adopted, any
    acquisition in conformity with paragraph 2 shall not be permitted.

4.  Acquisition for valuable consideration shall be permitted only if the
    general meeting has authorized the management board in this respect. Such
    authorization shall be valid for a period not exceeding eighteen months. The
    general meeting shall stipulate in the authorization how many shares or
    depositary receipts in respect thereof may be acquired, how they may be
    acquired, and between what limits the price must be.

    However no authorization shall be required, insofar as the articles permit
    the company to acquire its own shares for the purpose of transferring the
    same to employees of the company or of a group company under a scheme
    applicable to such employees. Such shares must be officially listed on an
    exchange.

5.  An acquisition of shares in contravention with paragraphs 2-4 shall be void.
    Depositary receipts in respect of shares acquired by the company in
    contravention to paragraphs 2-4 shall be transferred to the joint members of
    the management board by operation of law.

6.  The transfer of own shares or depositary receipts in respect thereof held by
    the company shall be effected by virtue of a resolution of the general
    meeting or of another body of the company designated for this purpose by the
    general meeting. The resolution to such transfer shall also stipulate the
    conditions thereof.


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7.  The company may not exercise the voting rights in respect of shares in its
    own capital held by the company or in respect of which the company has a
    usufruct or a pledge. The beneficiary of a usufruct or a pledgee in respect
    of a share held by the company itself shall not be entitled to exercise the
    voting rights in respect of that share either if the usufruct or the pledge
    has been created by the company. No votes may be cast in respect of shares
    of which the depositary receipts are held by the company. The provisions of
    this paragraph shall apply correspondingly to shares or depositary receipts
    in respect thereof held by subsidiaries of the company or in respect of
    which they hold a usufruct or a pledge.

8.  The company may not grant loans, provide collateral, guarantee the price,
    otherwise guarantee or otherwise bind itself jointly and severally with or
    for third parties, for the purpose of the subscription or acquisition by
    third parties of shares in its own capital or of depositary receipts issued
    therefor.

    This prohibition shall not apply if shares or depositary receipts are
    acquired by or for the account of employees of the company or of a group
    company. Such shares or depositary receipts must be officially listed on an
    exchange.

9.  In establishing whether a certain part of the capital is represented or
    whether a majority represents a certain part of the capital, the shares in
    respect of which no votes may be cast, shall be left out of consideration.

10. The company may take its own shares or depositary receipts in
    respect thereof as pledge only if:

    a.  the shares to be pledged are fully paid up;

    b.  the aggregate nominal value of the shares and depositary receipts in
        respect thereof to be pledged and already held or held in pledge does
        not exceed one tenth of the issued capital, and

    c.  the general meeting has approved the pledge agreement.

Chapter V.

Transfer of shares. rights "in rem".
Article 10.   Transfer of shares.

1.  The transfer of shares and the creation and the transfer of a limited right
    thereon shall take place in accordance with the thereto applicable
    provisions of the law.

2.  Also the allotment of shares on the partitioning of any joint property shall
    take place with due observance of the applicable formalities for transfer of
    shares.

Article 11.   Usufruct ("vruchtgebruik"). Pledging ("pandrecht").

1.  The shareholder shall have the voting rights in respect of
    the shares in which a usufruct has been created. However, the voting rights
    shall accrue to the beneficiary of a usufruct if it was so provided for at
    the creation of the usufruct and this provision, as well as in case of the
    transfer of the usufruct, the transfer


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    itself has been approved by the general meeting. The shareholder who holds
    no voting rights and the beneficiary of a usufruct who does hold voting
    rights, shall have the rights which the law attributes to holders of
    depositary receipts issued with the company's co-operation. The rights
    referred to in the preceding sentence shall not accrue to the beneficiary of
    the usufruct who holds no voting rights.

2.  The shareholder shall have the voting rights in respect of the shares which
    are pledged. However, the voting rights shall accrue to the pledgee if it
    was so provided for at the creation of the pledge, and that provision has
    been approved by the general meeting. If the pledgee with voting rights
    shall be replaced by another pledgee, the latter shall acquire only the
    voting rights after approval thereof by the general meeting. The pledgee
    without voting rights shall not have the rights which the law attributes to
    holders of depositary receipts issued with the company's co-operation.

3.  The shareholder shall have the rights resulting from the share relating to
    the acquisition of shares, it being understood that he shall have to
    compensate the beneficiary of the usufruct for the value of these rights
    insofar as the latter is entitled thereto by virtue of his usufruct.

Article 12.   Capital reduction.

1.  The general meeting can, but only on the proposal of the Board, resolve,
    having regard to what is provided for in the law, to reduce the issued share
    capital.

2.  The capital reduction can only take place with respect either to the
    Preferred A-Shares the Preferred B-shares, or to the Common Shares, or any
    combination thereof. The capital reduction can only take place in proportion
    to the relevant shares, for and insofar as it was not achieved by the
    consent of all the relevant shareholders.

Chapter VI.  Chapter VI

Management.

Article 13.   Management board.

The management of the company shall be constituted by a
management board, consisting of one or more members.

Article 14.   Appointment. Remuneration.

1.  The general meeting shall appoint the members of the management board for a
    limited or unlimited period of time.

2.  The Board shall determine the remuneration and further conditions of
    employment for every member of the management board, and may grant managing
    directors the titles of Chief Executive Officer, President, and such other
    titles as it may deem appropriate.

Article 15.   Suspension and dismissal.


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1.  A member of the management board may at any time be suspended or dismissed
    by the general meeting.

2.  A member of the management board may at any time be suspended by the
    supervisory board. Such suspension may be discontinued by the general
    meeting at any time.

3.  Any suspension may be extended one or more times, but may not last longer
    than three months in the aggregate. If at the end of that period no decision
    has been taken on removal of the suspension or dismissal, the suspension
    shall cease.

Article 16. Duties of the management board. Decision making process. Allocation
of duties.

1.  Subject to the restrictions imposed by these articles of association, the
    management board shall be entrusted with the management of the company.

2.  The management board may lay down rules regarding its own decision making
    process. These rules shall be subject to the approval of the Board.

3.  The management board may determine which duties in particular each member of
    the management board will be charged with. The allocation of duties shall be
    subject to the approval of the Board.

Article 17.   Representation.

1.  The management board shall be authorized to represent the company. The power
    to represent the company is also vested in the President (if any) acting
    alone, or in any two members of the management board, acting jointly.

2.  The management board may appoint officers of the company with general or
    limited power to represent the company. Each of those officers shall be
    authorized to represent the company with due observance of any restrictions
    imposed on him. The management board may grant officers the title of
    Vice-President or such other titles as it may deem appropriate.

3.  In the event of a conflict of interest between the company and a member of
    the management board, the company shall be represented by such member of the
    Board as the Board shall designate for this purpose. The general meeting
    shall at all times be competent to designate one or more other persons for
    this purpose.

Article 18.   Approval of management resolutions.

1.  The management board shall act on the instructions of the
    Board concerning the general policy of the company for financial, social and
    economic matters to follow.

2.  The Board is entitled to require such resolutions of the management board to
    be subject to its approval as it shall decide. Such resolutions shall be
    clearly


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    specified and notified to the management board in writing.

3.  All resolutions of the management board shall be approved by an absolute
    majority of the votes cast.

4.  The management board may also take resolutions without recourse to a
    meeting, provided the text of the proposed resolution is sent to all members
    of the management board and they all agree in writing, by facsimile
    transmission or e-mail, upon this way of taking resolutions. The management
    board shall draw up a record of a resolution of this sort with the received
    answers attached.

Article 19.   Absence or prevention.

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

Chapter VII.

Supervisory board.

Article 20.   Number of members.

The company shall have a supervisory board, consisting of one or
more members to be determined by the supervisory board.

Article 21.   Appointment.

1.  Members of the supervisory board shall be appointed by the general meeting,
    with due regard to the following sentence. The supervisory board shall
    furthermore be authorised to appoint one or several members provided that
    the number of members appointed by the supervisory board may never exceed
    one third of the total number of members of the supervisory board.

    A member of the supervisory board appointed by the supervisory board shall
    serve for a period ending on the day of the next general meeting of
    shareholders held after the appointment.

2.  No person who has reached the age of seventy-two (or such higher or lower
    maximum age as may from time to time be established by law) may be appointed
    as a supervisory board member.

3.  When the appointment of a supervisory board member to be appointed by the
    general meeting is proposed the candidate's age and profession shall be
    stated as well as the number of shares held by him in the company and the
    offices he holds or has held insofar as they are of importance in connection
    with the performance of the duties of a member of the supervisory board.
    Furthermore it


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    shall be stated which companies he is already associated with as supervisory
    board member; if they include companies belonging to one and the same group,
    an indication of the group shall suffice. The proposal for the appointment
    shall state the reasons.

Article 22.   Suspension and dismissal. Retirement.

1.  Every member of the supervisory board appointed by the
    general meeting may be suspended or dismissed by the general meeting at any
    time. A member of the supervisory board appointed by the supervisory board
    may be suspended or dismissed by the supervisory board at any time.

2.  Every member of the supervisory board shall retire no later than on the day
    on which the annual meeting is held in the financial year in which he
    reaches the age of seventy-two (or such higher or lower maximum age as may
    from time to time be established by law).

3.  The supervisory board members shall retire periodically in accordance with a
    retirement plan to be drawn up by the supervisory board. Every member thus
    retiring may be re-elected as long as he has not reached the maximum age
    limit established by law.

Article 23.   Remuneration.

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

Article 24.   Duties and powers.

1.  It shall be the duty of the supervisory board to supervise the management of
    the management board and the general course of affairs in the company and in
    the business connected with it. It shall assist the management board with
    advice. In performing their duties the supervisory board members shall act
    in accordance with the interests of the company and of the business
    connected with it.

2.  The management board shall supply the supervisory board in due time with the
    information required for the performance of its duties.

3.  The supervisory board shall have access to the buildings and premises of the
    company and shall be authorized to inspect the books and records of the
    company. The supervisory board may designate one or more persons from among
    its members or an expert to exercise these powers. The supervisory board may
    also in other instances be assisted by experts.

4.  Whenever the supervisory board shall meet, the members of the
    management board shall be invited to attend.
5.  All resolutions of the supervisory board shall be approved by
    an absolute majority of the votes cast.

Article 25.   The Board. Constitution. Proceedings.

1.  The Board shall consist of the members of the management board and of the


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    supervisory board qualitate qua.

2.  The Board shall elect a chairman from among its members, and a deputy
    chairman who shall take the place of the chairman in the latter's absence.
    It shall appoint a secretary, who need not be a member of the Board, and
    make arrangements for his substitution in case of absence.

    In the absence of the chairman and the deputy chairman at a meeting, the
    meeting shall itself designate a chairman.

3.  The Board shall meet whenever the chairman, or two other Board members,
    deem(s) such necessary.

4.  All resolutions of the Board shall be adopted by a majority of the votes
    cast. Subject to paragraph 8 of article 24, resolutions of the Board shall
    only be valid if passed at a meeting at which the majority of the Board
    members are present or represented.

5.  The secretary shall keep minutes of the proceedings at meetings of the
    Board. The minutes shall be adopted in the same meeting or in a following
    meeting of the Board and shall be signed by the chairman and the secretary
    as evidence thereof.

6.  The Board may delegate any of its powers to committees consisting of such
    member or members of its body as it thinks fit. Any committee so formed
    shall in the exercise of the power so delegated conform to any regulations
    that may be imposed on it by the Board.

7.  The Board may draw up its own charter, which will regulate the formalities
    for meetings of the Board to be observed, in addition to the foregoing
    provisions.

8.  The Board may also adopt resolutions without a meeting, provided the
    proposal concerned is submitted to all Board members and none of them
    objects to this manner of adopting resolutions. The secretary shall draw up
    a report regarding a resolution thus adopted and shall attach the replies
    received to the report, which shall be signed by the chairman and the
    secretary.

Chapter VIII.

Annual Accounts. Profits.

Article 26.   Financial year. Drawing up the annual accounts. Deposition for
              inspection.

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

2.  Annually, and not later than five months after the end of the
    financial year, the management board shall draw up the annual accounts,
    unless by reason of special circumstances this term is extended by the
    general meeting.

3.  Within the period referred to in paragraph 2 the annual accounts shall be
    deposited for inspection by the shareholders at the office of the company.
    Within this period of time the management board shall also submit the annual
    report.


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    The statement of the accountant as mentioned in article 27 and the
    additional information required by virtue of the law shall be added to the
    annual accounts.

4.  The annual accounts shall be signed by all the members of the management
    board; if the signature of one or more of the members is lacking, this shall
    be stated and reasons given.

Article 27.   Accountant.

1.  The general meeting shall appoint an accountant to audit the annual
    accounts.

2.  Such appointment shall be made by the general meeting. If the latter fails
    to do so, the supervisory board shall be competent or, in the absence of the
    supervisory board members or in the event the supervisory board fails to do
    so, the management board. The appointment of an accountant shall not be
    limited by virtue of any nomination; the appointment may at all times be
    revoked by the general meeting and by those who made the appointment;
    furthermore an appointment made by the management board may be revoked by
    the supervisory board.

3.  The accountant shall produce a report on his audit examination to the
    supervisory board and the management board.

4.  The accountant shall give the results of his investigations in a declaration
    as to the faithfulness of the annual accounts.

5.  The provisions of the preceding paragraphs need not be applied if the
    company is exempt from the obligation referred to in paragraph 1 by virtue
    of the law.

Article 28.   Submission to the supervisory board.

1.  The management board shall submit the annual accounts to the supervisory
    board.

2.  The annual accounts shall be signed by the members of the supervisory board;
    if the signature of one or more of them is lacking, this shall be stated and
    reasons given.

3.  The supervisory board shall present a report on the annual accounts to the
    general meeting.

Article 29.   Adoption.

1.  The company shall ensure that the annual accounts, the annual report, the
    report of the supervisory board and the information to be added by virtue of
    the law are held at its office as from the day on which the annual meeting
    is convened. Shareholders, and beneficiaries of a usufruct or a pledge in
    shares to whom the right to vote the shares accrue, may inspect the
    documents at that place and obtain a copy thereof, free of charge.

2.  The general meeting shall adopt the annual accounts. The annual accounts may
    not be adopted in the event that the general meeting has been unable to
    inspect the auditor's statement referred to in article 27, paragraph 4,
    unless a legal


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    ground is given in the information required to be added by law for the lack
    of the auditor's statement referred to in article 27, paragraph 4.

3.  Unconditional adoption of the annual accounts by the general meeting shall
    serve to constitute a discharge of the management board for their management
    and for the supervisory board members for their supervision insofar as such
    management is apparent from the annual accounts.

4.  The provisions of these articles of association regarding the annual report
    and the information to be added by virtue of the law need not be applied if
    the company is a member of a group and all other relevant requirements of
    the law have been met.

Article 30.   Publication.

1.  The company shall publish the annual accounts within eight days following
    the adoption thereof. The publication shall be effected by the deposit of a
    complete copy in the Dutch language or, if such copy was not drawn up, a
    copy in the French, German or English language, at the offices of the Trade
    Register in whose district the company has its official seat according to
    these articles of association. The date of the adoption must be stated on
    the copy.

2.  If the annual accounts are not adopted within seven months of the
    termination of the financial year in accordance with the legal requirements
    then the management board shall without further delay publish the prepared
    annual accounts in the manner prescribed in paragraph 1; it shall be noted
    on the annual accounts that they have not yet been adopted.

3.  In the event that the general meeting shall have extended the period for the
    preparation of the annual accounts in accordance with article 26 paragraph
    2, then the last preceding paragraph shall apply with effect from the date
    falling two months from the termination of such period.

4.  A copy of the annual report produced in the same language or in Dutch shall,
    together with the additional information required by virtue of the law, be
    published at the same time and in the same manner as the annual accounts.
    Insofar as the law permits the foregoing shall not apply if copies of those
    documents are held at the office of the company for inspection by any person
    and upon request full or partial copies thereof are supplied at a price not
    exceeding the cost; the company shall make an official return thereof for
    filing in the Trade Register.

5.  The publication shall be effected with due observance of the applicable
    legal exemptions.

Article 31.   Profit. Dividend.

1.  From the profits appearing from the annual accounts as adopted, such an
    amount shall be retained by the company as shall be determined by the Board.


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    The profits remaining thereafter shall be treated in accordance with the
    provisions of the following paragraphs of this article.

2.  Dividends may be paid only up to an amount which does not exceed the amount
    of the distributable part of the net assets.

3.  Dividends can only be paid after adoption of the annual accounts from which
    it appears that payment of dividends is permissible.

4.  From the profits remaining, after the reservation following paragraph 1, and
    available for distribution, first a non-cumulative cash dividend at the rate
    of eight percent (8%) of the of the aggregate of the nominal value of the
    Preferred A-Shares respectively B-Shares and the share-premium paid thereon
    shall be made on the Preferred A-Shares respectively B-Shares, less the
    interim distributions made (if any) by the Board in anticipation of the
    final dividend. The aforesaid rate of dividend can be adjusted by an
    unanimous resolution of all shareholders entitled to vote. The aforesaid
    distribution on the Preferred A-Shares respectively B-Shares shall not take
    place in the event that all holders of those Shares unanimously so decide.

5.  The profits remaining after the distribution referred to in paragraph 4 are
    at the disposal of the general meeting for distribution on the Common Shares
    equally and proportionally and/or for reservation.

6.  In anticipation of final dividends, the Board may resolve to pay an interim
    dividend provided the requirement of the second paragraph has been complied
    with as shown by interim accounts drawn up in accordance with the provision
    of the law.

7.  Upon proposal by the Board, the general meeting may, subject to due
    observance of the provision of paragraph 2, resolve to make distributions to
    the charge of any reserve which need not be maintained by virtue of the law,
    and/or to make distributions not in cash but in kind.

Article 32.   Date on which distributions become payable.

1.  The date on which dividends and other payments become payable shall be
    announced in accordance with article 43.

2.  The claim of the shareholder for payment shall be barred after five years
    have elapsed.

Chapter IX.

General meetings of shareholders.

Article 33.   Annual meeting.

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

2.  The agenda for that meeting shall state inter alia the following points for
    discussion:


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    a.  the annual report;

    b.  adoption of the annual accounts;

    c.  appropriation of profits;

    d.  filling of any vacancies;

    e.  other proposals put forward by the Board, or shareholders, beneficiaries
        of a usufruct and pledgees to whom the voting right has been granted,
        representing in the aggregate at least one tenth (1/10) of the issued
        capital, put forward for discussion and announced with due observance of
        article 43.

Article 34.   Other meetings.

1.  Other general meetings of shareholders shall be held as often as the Board
    deems such necessary.

2.  Shareholders and beneficiaries of a usufruct or a pledge to whom the voting
    right has been granted, representing in the aggregate at least one tenth
    (1/10) of the issued capital, may request the Board to convene a general
    meeting of shareholders, stating the subjects to be discussed. If the Board
    has not convened a meeting within four weeks in such a manner that the
    meeting can be held within six weeks after the request has been made, the
    persons who have made the request shall be authorized to convene a meeting
    themselves.

Article 35.   Convocation. Agenda.

1.  General meetings of shareholders shall be convened by the Board.

2.  The convocation shall be given no later than on the fifteenth
    day prior to the date of the meeting.

3.  The convocation shall specify the subjects to be discussed or shall state
    that the shareholders and beneficiaries of a usufruct or a pledge to whom
    the voting right have been granted, may acquaint themselves with such
    subjects in the company's office in the place to be stated in the
    notification. Subjects which were not specified in the notification may be
    announced at a later date provided with due observance of the requirements
    set out in this article.

4.  The convocation shall be made in the manner stated in article 43.

5.  The management board shall be authorised to fix a record date for attendance
    of and exercise of voting rights at general meetings of shareholders in
    accordance with Article 119 Book 2 of the Civil Code.

Article 36.   Quorum.

1.  Resolutions may only be adopted if a quorum of at least thirty-three and one
    third percent (33 1/3%) of the outstanding shares entitled to vote are
    represented in person or by proxy. Article 120, paragraph 3, Book 2 of the
    Civil Code does not apply.

2.  As long as the entire issued capital is represented at a general meeting of
    shareholders, valid resolutions can be adopted on all subjects brought up
    for


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    discussion, even if the formalities prescribed by law or by the articles of
    association for the convocation and holding of meetings have not been
    complied with, provided they are adopted unanimously.

Article 37.   Place of the meetings.

The general meetings of shareholders shall be held in Amsterdam,
Schiphol-Airport (municipality Haarlemmermeer), Rotterdam or The Hague.
Elsewhere general meetings of shareholders can be held provided the total issued
sharecapital is represented at that meeting.

Article 38.   Chairmanship.

1.  The general meetings of shareholders shall be presided over by the chairman
    of the Board or, in his absence, by the deputy chairman of that Board; in
    the event that the latter is also absent, the Board members present shall
    elect a chairman from their midst. The Board may designate another person to
    act as chairman of a general meeting of shareholders.

2.  If the chairman has not been appointed in accordance with paragraph 1, the
    meeting shall itself choose a chairman.

Article 39.   Minutes.

1.  Minutes shall be kept of the proceedings at any general meeting of
    shareholders by a secretary to be designated by the chairman. The minutes
    shall be confirmed by the chairman and the secretary and shall be signed by
    them as proof thereof.

2.  The Board, the chairman or the person who has convened the meeting may
    determine that notarial minutes shall be drawn up of the proceedings of the
    meeting. The notarial minutes shall be co-signed by the chairman.

Article 40.   Meeting rights. Admittance.

1.  Each shareholder entitled to vote and each beneficiary of a usufruct and
    each pledgee to whom the voting right has been granted, shall be authorized
    to attend the general meeting of shareholders, to address the meeting and to
    exercise the voting right.

2.  If the voting right of a share has been granted to the beneficiary of a
    usufruct or to the pledgee instead of to the shareholder, the shareholder
    shall be entitled to attend the general meeting of shareholders and to
    address the meeting.

3.  Each share confers the right to cast one vote.

4.  Each person entitled to vote or his proxy must sign the attendance list.

5.  The right to take part in the meeting according to the paragraphs 1 and 2
    may be exercised by a proxy authorized in writing. The provision of article
    25 paragraph 6 second sentence shall apply.

6.  The members of the Board shall have an advisory voice in the
    general meeting of shareholders.


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7.  The general meeting shall decide on the admittance of persons other than
    those mentioned above in this article.

Article 41.   Votes.

1.  To the extent that the law does not require a qualified majority, all
    resolutions shall be adopted by a absolute majority of all the votes cast
    (the "Absolute Majority").

2.  If in an election of persons an Absolute Majority is not obtained, a second
    vote shall be taken. If again an Absolute Majority is not obtained, further
    votes shall be taken until either one person obtains the Absolute Majority
    or the election is between two persons who have received an equal number of
    votes. In the event of a further election (not including the second free
    vote), the election shall be between the persons who participated in the
    preceding election, with the exception of the person who received the
    smallest number of votes in that preceding election. If in that preceding
    election more than one person received the smallest number of votes, it
    shall be decided by lot who of these persons can no longer participate in
    the new election. If the votes are equal in the election between the two, it
    shall be decided by lot who is to be chosen.

3.  If there is a tie of votes in a vote other than a vote for the election of
    persons, the proposal shall be rejected.

4.  Votes need not be held in writing. The chairman is however entitled to
    decide a vote by a secret ballot. If it concerns an election of persons,
    also a person present at the meeting and entitled to vote can demand a vote
    by a secret ballot. Voting by secret ballot shall take place by means of
    secret, unsigned ballot papers.

5.  Abstentions and invalid votes shall not be counted as votes.

6.  Voting by acclamation shall be possible if none of the persons present and
    entitled to vote objects against it.

7.  The chairman's decision at the meeting that a resolution has been adopted by
    the general meeting shall be final and conclusive. The same shall apply to
    the contents of an adopted resolution regarding the voting of an unwritten
    proposal. If, however, the correctness of that decision is challenged
    immediately after its pronouncement, a new vote shall be taken if either the
    majority of the persons present and entitled to vote, or, if the original
    voting was taken by roll call or in writing, any person present and entitled
    to vote, so desires. The original vote shall have no legal consequences as a
    result of the new vote as the original voting shall be cancelled by this new
    voting.

Article 42.   Resolutions without a meeting.

1.  Resolutions of shareholders may, subject to the provision of
    the next paragraph, also be adopted in writing without recourse to a general
    meeting of


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    shareholders, provided they are adopted by a unanimous vote representing the
    entire issued capital. The provision of article 25 paragraph 8 second
    sentence shall apply correspondingly.

2.  The foregoing manner of adopting resolutions shall not be permitted if there
    are beneficiaries of a usufruct or pledgees to whom the voting right has
    been granted.

Chapter X.

Convocation and notification.

Article 43.

All convocations of general meetings of shareholders and all notifications to
shareholders and beneficiaries of a usufruct and pledgees to whom the voting
right has been granted, shall be made by letter mailed to their addresses as
shown in the register of shareholders.

Chapter XI.

Amendment of the articles of association and dissolution. Liquidation.

Article 44. Amendment of the articles of association and dissolution.

1.  When a proposal to amend the articles of association or to dissolve the
    company is to be made to the general meeting, this must be stated in the
    convocation to the general meeting of shareholders. As regards an amendment
    of the articles of association, a copy of the proposal in which the proposed
    alteration is quoted in full must at the same time be filed at the company's
    office until the end of that meeting for the inspection of shareholders and
    beneficiaries of a usufruct or a pledge to whom the voting right has been
    granted.

2.  Any proposal to amend the articles of association or to dissolve the company
    shall require prior approval of the Board.

Article 45.   Liquidation.

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

2.  During liquidation, the provisions of the articles of association shall
    remain in force to the extent possible.

3.  From the balance remaining after payment of creditors shall be transferred:
    first to the holders of the Preferred A-Shares and B-Shares to the extent
    possible the nominal amount thereof increased with the sharepremium related
    to those shares; in the event the liquidation balance is not sufficient for
    any of such payments, the amount available shall be paid proportionally to
    the nominal value of the shares concerned.


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4.  The balance remaining after the payments provided for in paragraph 3 shall
    be paid to the holders of the Common Shares equally and proportionally.

5.  The liquidation shall take place in accordance with the provisions of
    Section 1 of Volume 2 of the Civil Code.


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