**Exhibit1.1**

ARTICLES OF ASSOCIATION of:

**Koninklijke KPN N.V.**

**(“Royal KPN N.V.”)**,

having its official seatin ‘s-Gravenhage.

19 April 2006.

Office translation of thecomplete text of the Articles of Association of Koninklijke KPN N.V. (“RoyalKPN N.V.”), having its official seat in ‘s-Gravenhage, as they read after thedeed of amendment executed on 19 April 2006 before G.W.Ch. Visser, civil lawnotary in Amsterdam, in respect of which a ministerial statement of noobjections was granted on 19 April 2006, under number NV 348845.

In preparing the attacheddocument, an attempt has been made to translate as literally as possiblewithout jeopardizing the overall continuity of the text. Inevitably, however,differences may occur in translation, and if they do, the Dutch text willgovern by law.

In the attached document,Dutch legal concepts are expressed in English terms and not in their originalDutch terms; the concepts concerned may not be identical to concepts describedby the English terms as such terms may be understood under the laws of otherjurisdictions.

Koninklijke KPN N.V. is registered with the Commercial Register of the Chamberof Commerce for Haaglanden under number 02045200.

 

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CHAPTER I

Definitions.

Article 1.

In these articles of association the following terms shall have themeanings as assigned below:

a.                                       generalmeeting: the body formed by shareholders with voting rights and others holdingvoting rights;

b.                                      generalmeeting of shareholders: the meeting of shareholders and other persons entitledto attend meetings;

c.                                       depositaryreceipts: depositary receipts for shares in the company;

d.                                      distributablepart of the shareholders’ equity: that part of the shareholders’ equity whichexceeds the paid and called capital plus the reserves which are required to beheld by law;

e.                                       auditor:a “*registeraccountant*” or otherauditor referred to in section 393 of Book 2 of the Netherlands Civil Code oran organisation in which such auditors work together;

f.                                         theannual meeting: the general meeting of shareholders convened to consider thefinancial statements and annual report;

g.                                      subsidiary:

·                                          alegal entity in which the company or one or more of its subsidiaries, pursuantto an agreement with other persons entitled to vote or otherwise, can exercise,solely or jointly, more than one-half of the voting rights at the generalmeeting of members or shareholders of that legal entity;

·                                          alegal entity of which the company or one or more of its subsidiaries is amember or shareholder and, pursuant to an agreement with other persons entitledto vote or otherwise, can appoint or dismiss, solely or jointly, more thanone-half of the members of the Board of Management or the Supervisory Board, ifall persons entitled to vote were to cast their vote;

all this subject to theprovisions of paragraphs 3 and 4 of section 24a of Book 2 of the NetherlandsCivil Code.

 

A company operating under its own name, for the debtsof which the company or one or more subsidiaries is fully liable as a partnertowards its creditors, shall be treated as a subsidiary;

h.                                      groupcompany: a legal entity or company within the meaning of section 24b of Book 2of the Netherlands Civil Code which is united with the company in one group;

i.                                          dependentcompany:

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·                                          alegal person to which the company or one or more dependent companies, solely orjointly and for its or their own account, contribute(s) at least one-half ofthe issued capital;

·                                          apartnership, a (business) undertaking of which has been registered in thecommercial register and for which the company or a dependent company is fullyliable as a partner towards third parties for all liabilities;

 

j.                                          OfficialPrice List: the Official Price List of Euronext Amsterdam N.V. or an officialpublication replacing it;

 

k.                                       GeneralRules: the General Rules (*Algemeen Reglement*)Euronext Amsterdam Stock Market;

 

l.                                          Necigef:*Nederlands Centraal Instituut voor GiraalEffectenverkeer B.V.*: the Netherlands central securities depository(*centraal instituut*) as referred toin the Securities Bank Giro Transfer Act (*Wetgiraal effectenverkeer*);

 

m.                                    Necigef-beneficiary:in respect of ordinary shares, a participant (*deelgenoot*)in the collective deposit (*verzameldepot*)of ordinary shares of a Necigef-participant, all within the meaning of theSecurities Bank Giro Transfer Act;

 

n.                                      Necigef-participant:an institution which is an associated institution (*aangesloten instelling*) within the meaning of the SecuritiesBank Giro Transfer Act;

 

o.                                      NecigefGlobal Certificate: the one single share certificate representing all bearerordinary shares in issue from time to time referred to in article 6, paragraph2, of these articles of association;

 

p.                                      workscouncil: the works council of the company’s business or of the business of adependent company. If there is more than one works council, the powers of theworks council under these articles of association shall be exercised by each ofthese works councils separately; with regard to a nomination as referred to inarticle 28, section A, paragraph 3, the powers shall be exercised by these workscouncils jointly. If a central works council has been instituted for thebusiness or businesses involved, the powers of the works council under thesearticles of association shall accrue to the central works council.

 

CHAPTER II

Name, registered office, structure and object.

Article 2. Name and seat.

1.                                       Thename of the company is: Koninklijke KPN N.V.

2.                                       Indealings with other countries the company may also use the name: Royal KPN N.V.or another translation of that name.

3.                                       Itsregistered office is situated in ‘s-Gravenhage.

Article 3. Structure.

The company is a ‘largecompany’. The sections 158 to 164 inclusive of Book 2 of the Netherlands CivilCode shall be applicable.

 

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Article 4. Object.

The objects of the company are:

a.                                       toparticipate in and to manage other enterprises and companies, among such,companies that operate in the field of the transmitting, storing and convertingof information, as well as to manage and dispose of information;

b.                                      tomanage and finance subsidiaries, group companies, dependent companies andparticipations, among which to guarantee the debts of those companies andparticipations,

and further to engage in any activity which may be related orconductive to the objects set out hereinabove.

CHAPTER III

Capital and shares. Registers.

Article 5. Authorisedcapital. Classes of shares.

 

1.                                       Theauthorised capital amounts to one billion nine hundred twenty million Euro (EUR1,920,000,000.--).

2.                                       Theauthorised capital is divided into:

a.                                       fourbillion (4,000,000,000) common shares of twenty-four Euro cent (EUR 0.24);

b.                                      fourbillion (4,000,000,000) preference shares B of twenty-four Euro cent (EUR0.24).

3.                                       Withdue observance of the provisions of article 6, paragraphs 7 and 8, the ordinaryshares may, at the choice of the shareholder, be registered shares or bearershares. The preference shares B shall be registered shares.

4.                                       Wherethe terms “shares” and “shareholders” are used in these articles of associationthey shall, unless the context indicates otherwise, be taken to mean both classesof shares referred to in paragraph 2 and their holders.

 

Article 6. Bearer ordinary shares: Necigef GlobalCertificate.

1.                                       Onthe occasion of the issuance of ordinary shares any person entitled to receivesuch share may submit a written request to the Board of Management for aregistered ordinary share. The Board of Management shall provide its approvalto such a request only if, in the opinion of the Board of Management, theapplicant can show a significant reason that necessitates this. In the absenceof such a request, the person entitled to such share shall obtain a bearerordinary share in conformity with the provisions of this article 6.

 

2.                                       Allbearer ordinary shares in issue from time to time shall be represented by onesingle share certificate (the “Necigef Global Certificate”).

 

3.                                       Thecompany shall have the Necigef Global Certificate kept in safe custody byNecigef for the benefit of the Necigef-beneficiaries.

 

4.                                       Thecompany shall confer a right to a bearer ordinary share on a person by (i)having Necigef enable the company to add an ordinary share to the NecigefGlobal Certificate, and (ii) by the entitled person designating a

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Necigef-participant that will accordingly credit himas Necigef-beneficiary in such Necigef-participant’s collective deposit ofordinary shares in the company.

5.                                       Withoutprejudice to the provisions in article 44, paragraph 4, of these Articles ofAssociation, Necigef shall be irrevocably charged with the management of theNecigef Global Certificate and be irrevocably authorised on behalf of theNecigef-beneficiaries to perform all acts in respect of the shares concerned,including acceptance and delivery and lending cooperation in the crediting anddebiting of the Necigef Global Certificate.

6.                                       Noindividual bearer ordinary share shall be delivered.

7.                                       ANecigef-beneficiary may only after prior approval of the Board of Managementrequire the conversion of one or more bearer ordinary shares, up to the maximumnumber he is entitled to, into registered ordinary shares. The Board ofManagement shall provide its approval to such a conversion only if, in theopinion of the Board of Management, the Necigef-beneficiary can show asignificant reason that necessitates this. Such conversion of one or moreordinary shares is only allowed to the maximum number for which he isNecigef-beneficiary and shall require (i) the transfer by deed of the sharesconcerned by Necigef to the Necigef-beneficiary, (ii) the company acknowledgingthe transfer of the shares concerned, (iii) Necigef enabling the company tohave the ordinary shares debited from the Necigef Global Certificate, (iv) theNecigef-participant concerned debiting the Necigef-beneficiary accordingly as aparticipant in its collective deposit of ordinary shares in the company, and(v) the company effecting the entry of the Necigef-beneficiary’s name in the company’sregister of shareholders as holder of the registered ordinary shares concerned.

The costs in connection to a conversion as referred toin this paragraph 7 are for the account of the Necigef-beneficiary.

8.                                       Aholder of registered ordinary shares may at any time require the conversion ofsuch ordinary shares into bearer ordinary shares. Conversion of one or moreregistered ordinary shares shall require (i) the transfer of the sharesconcerned by the shareholder to Necigef, (ii) the company acknowledging thetransfer of the shares concerned, (iii) Necigef enabling the company to havethe ordinary shares credited to the Necigef Global Certificate, (iv) theNecigef-participant crediting the shareholder accordingly asNecigef-beneficiary in its collective deposit of ordinary shares in theCompany, and (v) the company effecting the deletion of the shareholder’s nameas holder of the shares concerned in the company’s register of shareholders.

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9.                                       Forthe purpose of application of the provisions of these Articles of Association,shareholders shall be understood to include Necigef-beneficiaries.

Article 7.

*Has been deleted.*

Article 8.

*Has been deleted.*

Article 9.

*Has been deleted.*

Article 10. Depositary receipts for shares.

1.                                       Thecompany may cooperate towards the issue of depositary receipts for its shares.

2.                                       Ifsuch an issue has been effected, the holders of the depositary receipts shallhave the rights conferred by law upon the holders of depositary receipts,including:

a.                                       theright to attend and to address the general meeting of shareholders, inaccordance with article 44;

b.                                      theright to take note of documents that are available for inspection by shareholdersas referred to in the sections 102, 103 and 394 of Book 2 of the NetherlandsCivil Code.

Article 11. Registers for shareholders.

1.                                       Noshare certificates shall be issued for the ordinary registered shares and forthe preference shares B.

2.                                       TheBoard of Management shall keep a register in which are entered the names andaddresses of all holders of the ordinary registered shares.

3.                                       TheBoard of Management shall also keep a separate register in which are enteredthe names and addresses of all holders of preference shares B.

4.                                       Eachholder of one or more registered shares and each person holding a right ofusufruct or pledge on one or more of such shares is obliged to notify thecompany in writing of his address.

5.                                       Allentries and notes in a register shall be signed by a member of the Board ofManagement and by a member of the Supervisory Board, or by a person authorisedthereto by the Board of Management with the approval of the Supervisory Board.

6.                                       Section85 of Book 2 of the Netherlands Civil Code shall also be applicable to theregisters.

7.             Extracts from aregister shall be non-negotiable.

CHAPTER IV

Issue of shares.

Article 12. Competent body.

1.                                       Sharesshall be issued pursuant to a resolution of the Board of Management. Theresolution shall be subject to the approval of the Supervisory Board.

 

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The scope of authority ofthe Board of Management shall be determined by a resolution of the generalmeeting of shareholders and relate at most to all unissued shares of theauthorised capital, as applicable now or at any time in the future. Theduration of this authority shall be determined by a resolution of the generalmeeting of shareholders and shall not exceed a period of five years.

 

2.                                       Designationof the Board of Management as the body competent to issue shares may be extendedby the articles of association or by a resolution of the general meeting for aperiod not exceeding five years in each case. The number of shares which may beissued shall be determined at the time of designation. Designation pursuant tothe articles of association may be withdrawn by an amendment to the articles ofassociation. Designation by resolution of the general meeting cannot bewithdrawn unless determined otherwise at the time of designation.

 

3.                                       Upontermination of the authority of the Board of Management, the issue of sharesshall thenceforth require a resolution of the general meeting, save whereanother corporate body has been designated by the general meeting.

 

4.                                       Aresolution by the general meeting to issue shares or to designate another bodyas the body competent to issue such shares, may only be taken upon a proposalof the Board of Management subject to the approval of the Supervisory Board.

 

A resolution of thegeneral meeting to designate another corporate body can only be effected if itis determined thereto that every resolution to issue shares of that body shallbe subject to the approval of the Supervisory Board.

 

5.                                       Theissue of preference shares B pursuant to a resolution of a body other than thegeneral meeting as a result of which the amount of preference shares B issuedwould exceed one hundred per cent (100%) of the amount of other shares issuedmay only take place with the prior approval of the general meeting, grantedfrom case to case.

 

6.                                       Inthe event of an issue of preference shares B pursuant to a resolution of a bodyother than the general meeting as a result of which the amount of preferenceshares B issued does not exceed one hundred per cent (100%) of the amount ofother shares issued, a general meeting of shareholders shall be convened withinfour weeks of the issue at which the reasons for the issue shall be explained.

 

7.                                       Theprovisions of paragraphs 1 to 6 inclusive shall be applicable *mutatis mutandis*to the granting of rightsto subscribe to shares, but shall not be applicable to the issue of shares topersons exercising a previously granted right to subscribe to shares.

 

8.                                       Inthe event of an issue of preference shares B, a general meeting of shareholdersshall be convened, to be held not later than two years after the

 

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date on which preferenceshares B were issued for the first time. The agenda for that meeting shallinclude a resolution relating to the repurchase or cancellation of thepreference shares B. If the resolution to be adopted in respect of this item onthe agenda does not extend to the repurchase or cancellation of the preferenceshares B, a general meeting of shareholders shall be convened and held, in eachcase within two years of the previous meeting, the agenda of which meetingsshall include a resolution relating to the repurchase or cancellation of thepreference shares B, until such time as no more preference shares B remainissued. The foregoing provisions of this paragraph shall not be applicable topreference shares B issued pursuant to a resolution of the general meeting. 

 

9.                                       Section96 of Book 2 of the Netherlands Civil Code shall also be applicable to theissue of shares and the granting of rights to subscribe to shares.

Article 13. Share issue terms. Pre-emptive right.

1.                                       Theprice and other terms of issue shall be determined at the time of the resolutionto issue shares. Save as provided in section 80, paragraph 2 of Book 2 of theNetherlands Civil Code, the issue price shall not be less than par.

 

2.                                       Eachholder of ordinary shares shall have a pre-emptive right to any issue of ordinaryshares pursuant to the provisions of section 96a of Book 2 of the NetherlandsCivil Code. The same shall apply to the granting of rights to subscribe toordinary shares.

 

3.                                       Thepre-emptive right may be restricted or excluded by a resolution of the Board ofManagement. The resolution shall be subject to the approval of the SupervisoryBoard. The authority vested in the Board of Management shall terminate on thedate of termination of the authority of the Board of Management to issueshares.

Paragraphs 1 to 4inclusive of article 12 shall be applicable *mutatismutandis*.

4.                                       Sections96a and 97 of Book 2 of the Netherlands Civil Code shall also be applicable tothe issue terms and the pre-emptive right, respectively. 

Article 14. Paying up on shares.

1.                                       Onsubscription to each ordinary share, payment must be made of its nominal valueand, if an ordinary share is subscribed to at a higher amount, the differencebetween such amounts, without prejudice to the provisions of section 80,paragraph 2 of Book 2 of the Netherlands Civil Code.

 

2.                                       Onsubscription to each preference share B, paying up must be made of at leastone-quarter of its nominal value.

 

3.                                       Furtherpaying up on preference B shares shall not be made until a call for such payingup is made by the company. Calls for further paying up shall be made pursuantto a resolution of the Board of Management. The resolution is subject to theapproval of the Supervisory Board.

 

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4.                                       Payingup on preference shares B may be made only in cash. Paying up on ordinaryshares must be made in cash, insofar as another form of contribution has notbeen agreed to.

 

5.                                       TheBoard of Management shall be authorised, without the prior approval of thegeneral meeting, to perform legal acts relating to non-cash contributions forordinary shares and the other legal acts referred to in section 94 of Book 2 ofthe Netherlands Civil Code.

 

6.                                       Sections80, 80a, 80b and 94b of Book 2 of the Netherlands Civil Code shall also beapplicable to paying up on shares and non-cash contributions, respectively.

 

CHAPTER V

Shares in the company’s own capital and depositaryreceipts therefor.

Article 15. Acquisition.

 

1.                                       Thecompany may acquire fully paid up shares in its own capital or depositaryreceipts therefor, but may only do so for no consideration or if:

 

a.                                       thedistributable part of the shareholders’ equity is at least equal to the purchaseprice, and

b.                                      thenominal value of the shares in its capital or depositary receipts thereforwhich the company acquires, holds or holds as pledgee or which are held by asubsidiary company does not exceed one-tenth of the issued capital.

 

2.                                       Thecompany may acquire shares in its own capital or depositary receipts thereforfor the purpose of transferring the same to employees of the company or of agroup company under a scheme applicable to such employees.

 

3.                                       Sharesin the company’s own capital shall be acquired or disposed of pursuant to aresolution of the Board of Management, without prejudice to the provisions ofarticle 25 paragraph 2 under A.a of these articles of association and section98, paragraph 4 of Book 2 of the Netherlands Civil Code.

 

4.                                       Onshares in the capital of the company held by the company, or for which thecompany holds the depositary receipts thereof, no distributions shall be madefor the benefit of the company. Shares or depositary receipts thereof on which,pursuant to this paragraph 4, no distribution shall be made for the benefit ofthe company shall not be counted when calculating allocation and entitlementsto profits.

 

5.                                       Sections24d, 89a, 95, 98, 98a, 98b, 98c, 98d and 118, paragraph 7 of Book 2 of theNetherlands Civil Code shall also be applicable to shares in the company’s owncapital or depositary receipts therefor.

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CHAPTER VI

Reduction of capital.

Article 16.

 

1.                                       Thegeneral meeting may, but only on a proposal of the Board of Management with theapproval of the Supervisory Board, resolve to reduce the issued capital:

 

a.                                       bya cancellation of shares; or

 

b.                                      bya reduction of the nominal amount of the shares by amendment of the articles ofassociation.

 

2.                                       Aresolution to cancel may only relate to:

 

a.                                       sharesheld by the company itself or for which it holds the depositary receipts; or

 

b.                                      allpreference shares B or all ordinary shares, in all cases with repayment.

 

3.                                       Anypartial repayment on shares or release from the obligation to pay up shall onlybe permitted in order to implement a resolution to reduce the nominal amount ofthe shares. Such a repayment or release must be made:

 

a.                                       inrespect of all shares; or

 

b.                                      inrespect of all preference shares B or all ordinary shares.

 

4.                                       Theprovisions of sections 99 and 100 of Book 2 of the Netherlands Civil Code shallalso be applicable to the reduction of capital.

 

CHAPTER VII

Transfer of the registered shares. Restricted rights.

Article 17.

 

*Has been deleted.*

Article 18. Transfer of registered shares. Restrictedrights.

1.                                       Atransfer of a registered share or of an restricted right thereto shall require adeed of transfer drawn up for that purpose and, save when the company itself isa party to the legal act, acknowledgement in writing by the company of thetransfer.

 

Acknowledgement must begiven in the instrument or by a dated statement embodying such acknowledgementon the instrument or on a copy or extract thereof duly authenticated by acivil-law notary or by the transferor. Service of such instrument, copy orextract on the company shall be deemed as acknowledgement. If the transferrelates to preference shares B which have not been paid up in full, theacknowledgement may be given only if the instrument of transfer bears anofficially recorded or otherwise fixed date.

 

2.                                       Apledge may be also established on a share without acknowledgement by thecompany or service of an instrument on the company. In such cases, section 239of Book 3 of the Netherlands Civil Code shall be applicable *mutatis mutandis*whereby acknowledgementby the company or service of an instrument on the company shall replace thenotification referred to in paragraph 3 of that section.

 

3.                                       Theacknowledgement shall be signed with due observance of the provisions onrepresentation of article 24.

 

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Article 19. Usufruct. Pledge.

1.                                       Theshareholder shall have the right to vote on shares subject to a usufruct orpledge. The usufructuary or the pledgee shall, however, have the right to voteif so provided upon the establishment of the usufruct or pledge. A shareholderwithout the right to vote and a usufructuary or a pledgee with the right tovote shall have the rights conferred by law upon the holders of depositaryreceipts issued for shares with the cooperation of a company. A usufructuary orpledgee without the right to vote shall not have the rights referred to in thepreceding sentence.

 

2.                                       Theshareholder shall have the rights attaching to the share on which an usufructhas been established with respect to the acquisition of shares, provided thathe shall compensate the usufructuary for the value of these rights to theextent that the latter is entitled thereto under his right of usufruct.

 

CHAPTER VIII

Management.

Article 20. Board of Management.

1.                                       Themanagement of the company shall be formed by a Board of Management consistingof a number of members to be determined by the Supervisory Board at three ormore members. If there are fewer than three members of the Board of Management,the Supervisory Board shall proceed without delay to fill up the number ofmembers of the Board of Management.

2.                                       TheSupervisory Board shall appoint a chairman from among the members of the Boardof Management.

Article 21. Appointment,resignation, suspension and dismissal.

1.                                       TheSupervisory Board shall appoint the members of the Board of Management. Itshall notify the general meeting of shareholders of an intended appointment.

2.                                       Amember of the Board of Management shall resign no later than at the time ofclosure of the general meeting of shareholders following the day four yearsafter his last appointment and shall be qualified for re-appointment.

3.                                       Thenotification to appoint or re-appoint shall contain an explanation of the reasonsfor the proposed appointment or re-appointment. In case of an intendedre-appointment the performance of the candidate as a member of the Board ofManagement shall be taken into account.

4.                                       TheSupervisory Board shall not dismiss a member of the Board of Management untilthe general meeting has been consulted on the intended dismissal. TheSupervisory Board shall permit the member of the Board of Management who itintends to dismiss, to be heard before the general meeting of shareholdersregarding the intended dismissal.

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5.                                       TheSupervisory Board can suspend a member of the Board of Management.

6.                                       Asuspension may be extended on one or more occasions, but is not to last for atotal of more than three months. If no decision has been made to set aside thesuspension or dismiss such member by the end of that period the suspensionshall be set aside.

7.                                       Section158, paragraph 10 of Book 2 of the Netherlands Civil Code shall also apply tothe appointment and dismissal of the members of the Board of Management.

Article 22. Remuneration.

1.                                       Thecompany has a policy on the remuneration of the Board of Management. The policyshall be proposed by the Supervisory Board and adopted by the general meeting.The policy on remuneration shall in any case include the subjects referred toin sections 383c, 383d and 383e of Book 2 of the Netherlands Civil Code insofaras they regard issues related to the Board of Management. The policy onremuneration shall be offered for inspection to the works council in writing atthe same time on which it is offered to the general meeting of shareholders.

2.                                       Theremuneration and further terms of employment of the Board of Management shallbe determined by the Supervisory Board, with due observance of the policyreferred to in paragraph 1.

3.                                       Ifthe remuneration of the Board of Management also consists of schemes underwhich shares or rights to subscribe for shares are granted, the SupervisoryBoard shall submit a proposal in respect of these schemes to the generalmeeting for approval. The proposal must as a minimum state the number of sharesor rights to subscribe for shares that can be granted to the Board ofManagement and the conditions for the granting and amending thereof. The lackof approval by the general meeting shall not affect the authority of theSupervisory Board to represent the company.

Article 23. Managementduties. Decision-making. Allocation of tasks.

1.                                       Subjectto the restrictions imposed by the articles of association, the Board ofManagement shall be charged with the management of the company.

2.                                       TheBoard of Management shall resolve with an absolute voting majority. In theevent the votes are equally divided, the chairman of the Board of Managementshall have a casting vote.

3.                                       TheBoard of Management shall draw up by-laws containing further regulations on theprocedure of holding meetings and decision-making by the Board of Management,and its operating procedures. Such by-laws shall require the approval of theSupervisory Board.

4.                                       Inallocating its duties, the Board of Management may determine the tasks forwhich each member of the Board of Management bears special

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responsibility. The allocation of tasks shall requirethe approval of the Supervisory Board.

Article 24. Representation.

1.                                       TheBoard of Management represents The company. Representative authority shall alsovest in:

a.                                       thechairman of the Board of Management, or

b.                                      twoother members of the Board of Management, acting jointly.

2.                                       TheBoard of Management may appoint attorneys with general or restricted power torepresent the company. Any such appointment may be withdrawn at any time. Allsuch officers shall represent the company with due observance of therestrictions imposed on their powers. Their titles shall be determined by theBoard of Management.

3.                                       Inthe event of a conflict of interest between the company and a member of theBoard of Management, the company shall be represented by a member of the Boardof Management or a member of the Supervisory Board appointed by the SupervisoryBoard for this purpose.

Article 25. Approval ofresolutions of the Board of Management.

1.                                       Resolutionsof the Board of Management entailing a significant change in the identity orcharacter of the company or its business are subject to the approval of thegeneral meeting, including in any case: 

a.                                       thetransfer of (nearly) the entire business of the company to a third party;

b.                                      enteringinto or breaking off long-term co-operation of the company or a subsidiary withan other legal entity or company or as fully liable partner in a limitedpartnership or general partnership, if this co-operation or termination is ofmajor significance for the company;

c.                                       acquiringor disposing of participating interests in the capital of a company at a value ofat least one third of the sum of the assets of the company as shown on itsbalance sheet plus explanatory notes or, if the company prepares a consolidatedbalance sheet, as shown on its consolidated balance sheet plus explanatorynotes, according to the last adopted financial statements of the company, bythe company or a subsidiary.

2.                                       Withoutprejudice to the other provisions of these articles of association as to thatsubject, the approval of the Supervisory Board shall be required for:

A.                                   Resolutionsof the Board of Management relating to:

a.                                       theissue and acquisition of shares of the company and debt instruments issued bythe company or of debt instruments issued by a limited partnership (*commanditaire vennootschap*) or a generalpartnership (*vennootschap onder firma*)in respect of which the company is a general partner with full liability;

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b.             cooperationin the issue of depositary receipts for shares in the company;

c.                                       applicationfor listing or withdrawal of listing on any stock exchange of the securitiesreferred to under a and b;

d.                                      theentering into or termination of long-term cooperation of the company or adependent company with any other company or legal entity or as fully liablepartner in a limited partnership or general partnership if such cooperation ortermination is of fundamental importance to the company;

e.                                       theacquisition of a participation worth at least a quarter of the value of theissued capital plus reserves according to the company’s balance sheet plusexplanatory notes, by the company or a dependent company in the capital ofanother company, and any substantial increase or decrease of such a participation;

f.                                         investmentsrequiring an amount equal to at least a quarter of the company’s issued capitalplus reserves according to its balance sheet plus explanatory notes;

g.                                      aproposal to amend the articles of association;

h.                                      aproposal to dissolve the company;

i.                                          apetition for bankruptcy or a request for suspension of payments (*surséance van betaling*);

j.                                          thetermination of the employment of a considerable number of the company’semployees or of a dependent company’s employees simultaneously or within ashort period of time;

k.                                       asignificant change in the employment conditions of a considerable number of thecompany’s employees or of a dependent company’s employees;

l.              aproposal to reduce the issued capital of the company;

B.                                     -Insofar not already subject to A mentioned hereinabove - the resolutions of theBoard of Management, against which the chairman has cast his vote in the votingof the Board of Management.

3.                                       TheSupervisory Board is authorised to subject further resolutions of the ManagementBoard to its approval in addition to those indicated in paragraph 2. All suchother resolutions must be clearly specified in writing and the Management Boardmust be informed of these in writing.

4.                                       Thelack of approval of the general meeting for a resolution as referred to in paragraph1 or of the Supervisory Board for a resolution as referred to in the paragraphs2 and 3, shall not affect the authority of the Board of Management and its membersto represent the company.

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Article 26. Absence orinability to act.

 

In the event of theabsence or inability to act of a member of the Board of Management, theremaining members shall be charged temporarily with the management of thecompany. In the event of the absence or inability to act of all the members ofthe Board of Management, the Supervisory Board shall be charged temporarilywith the management of the company and shall have the authority to delegate themanagement of the company temporarily to one or more persons, whether or notmembers of the Supervisory Board.

CHAPTER IX

Supervisory Board.

Article 27. Number of members. Profile. Eligibility.

1.                                       Thecompany shall have a Supervisory Board consisting of natural persons only. TheSupervisory Board shall have at least five and at most nine members. If thereare fewer than five members of the Supervisory Board, the Board shall proceedwithout delay to fill up its number of members.

2.                                       TheSupervisory Board shall draw up a profile with respect to its size and composition,taking into account the company’s type of business, its activities and therequired expertise and background of the members of the Supervisory Board.

The Supervisory Boardshall discuss the profile in the general meeting of shareholders and with theworks council, for the first time at the occasion of adoption and subsequentlyat each amendment thereof.

3.                                       Thenumber of members of the Supervisory Board shall be determined by theSupervisory Board, with due observance of the provisions of paragraphs 1 and 2.

4.                                       Theposition of a member of the Supervisory Board may not be held by:

a.                                       personsemployed by the company;

b.                                      personsemployed by a dependent company;

c.                                       officersand persons employed by an employees’ organisation customarily involved in theestablishment of the terms of employment of the persons referred to under a.and b.

Article 28. Appointment. Resolutions passed in theGeneral Meeting of Shareholders.

Section A. Appointment.

1.                                       Notwithstandingthe provision of paragraph 6, members of the Supervisory Board are appointed bythe general meeting on a nomination of the Supervisory Board. The SupervisoryBoard shall simultaneously inform the general meeting and the works council ofthe nomination. The nomination will state the reasons on which it is based.

2.                                       Thegeneral meeting and the works council may recommend persons to the SupervisoryBoard to be nominated as a member of the Supervisory Board. The SupervisoryBoard shall inform them in time, when, why and in accordance with what profilea vacancy has to be filled in its midst. In case

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the stronger right of recommendation (*versterkt recht van aanbeveling*), as referredto in paragraph 3, applies, the Supervisory Board shall announce that as well.

3.                                       Withregard to one third of the total number of members of the Supervisory Board,the Supervisory Board shall put a person recommended by the works council onthe nomination, unless the Supervisory Board objects to the recommendationbecause it suspects that the recommended person shall be unsuitable for theexercise of the duties of a member of the Supervisory Board or that theSupervisory Board shall not be composed properly in case of appointment inaccordance with the recommendation. If the number of members of the SupervisoryBoard cannot be divided by three, the closest lower number that can be dividedby three shall be taken into account in order to establish the number ofmembers of the Supervisory Board for which the stronger right of recommendationapplies.

4.                                       Arecommendation or nomination as referred to above in this article 28 shall includethe name of the person who is recommended or nominated and the information asreferred to in section 142, paragraph 3 of Book 2 of the Netherlands CivilCode. The Supervisory Board is entitled to set a reasonable time within whichall the recommendations will have to be made.

The recommendation andnomination to appoint or re-appoint shall contain an explanation of the reasonsfor the proposed appointment or re-appointment. In case of re-appointment, theperformance in the past period of the candidate as a member of the SupervisoryBoard shall be taken into account.

5.                                       Ifthe Supervisory Board objects to a recommendation as referred to in paragraph3, it shall inform the works council of its objection and state the reasonstherefor. The Supervisory Board shall forthwith enter into consultation withthe works council in order to reach agreement on the recommendation. If theSupervisory Board establishes that no agreement can be reached, arepresentative of the Supervisory Board designated for that purpose shallrequest the Enterprise Chamber (*Ondernemingskamer*)of the Amsterdam Court of Appeal to declare the objection well-founded. The requestshall not be filed before the lapse of four weeks after the consultation withthe works council has started. The Supervisory Board shall put the recommendedperson on the nomination if the Enterprise Chamber declares the objectionunfounded. If the Enterprise Chamber declares the objection well-founded, theworks council can make a new recommendation in accordance with the provision ofparagraph 3.

6.                                       Thegeneral meeting can, by an absolute majority of the votes cast, representing atleast one third of the issued capital, reject the nomination. If at a generalmeeting less than one third of the issued capital was

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represented, a new meeting can be convened where thenomination can be rejected by an absolute majority of the votes cast. TheSupervisory Board shall then prepare a new nomination. Paragraphs 2, 3, 4 and 5shall apply. If the general meeting does not appoint the nominated person anddoes not resolve to reject the nomination, the Supervisory Board shall appointthe nominated person.

Section B.Decision-making in the general meeting of shareholders.

7.                                       Themaking of a recommendation as referred to in article 28 under A. as well as theresolution to appoint, can be discussed in one and the same general meeting ofshareholders, provided that the following provisions of this article 28 underB. are observed.

8.                                       Theagenda for the meeting shall include at least the following items for discussion:

a.                                       noticeof the time at which a vacancy will arise and the reason for its occurrence andin accordance with what profile the vacancy must be filled;

b.                                      opportunityfor the general meeting to make a recommendation;

c.                                       onthe condition precedent that no recommendation for another person shall be madeby the general meeting: the announcement by the Supervisory Board of the nameof the person it wishes to nominate;

d.                                      onthe condition precedent that no recommendation for another person shall be madeby the general meeting: proposal to appoint the proposed person.

9.                                       Thename of the person whom the Supervisory Board wishes to nominate and theinformation as referred to in paragraph 4 shall be stated in the convocation ofthe general meeting of shareholders or in an agenda which is made available atthe company’s office for inspection, in which case the convocation shall referto this agenda.

10.                                 Theconvocation of this meeting may not take place until it is certain:

a.                                       thatthe central works council has either made a recommendation as referred to inparagraph 2 or, when applicable, - paragraph 3, or has given notice that itshall not make such recommendation, or that a reasonable period of time in whichto make a recommendation as determined by the Supervisory Board, has lapsed;and

b.                                      ifthe central works council made a recommendation as referred to in paragraph 2or, - where applicable - in paragraph 3, the Supervisory Board has nominatedthe recommended person.

Article 29. Retirement.Suspension. Dismissal.

1.                                       Amember of the Supervisory Board shall resign no later than at the time of closureof the general meeting following the day four years after his last appointmentand be qualified for re-appointment, in accordance with the provisions ofarticle 28.

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A member of the Supervisory Board shall be dismissedand suspended in the manner defined in section 161, paragraphs 2 and 3 of Book2 of the Netherlands Civil Code.

2.                                       Themembers of the Supervisory Board shall resign periodically in accordance with arotation plan to be drawn up by the Supervisory Board. An alteration to therotation plan cannot imply that an incumbent member of the Supervisory Boardshall resign against his will before the period for which he was appointed hasexpired.

3.                                       Thegeneral meeting can, by an absolute majority of the votes cast, representing atleast one third of the issued capital, take a vote of no confidence in (*‘het vertrouwen opzeggen in’*) theSupervisory Board. The reasons for the resolution must be stated. Theresolution cannot regard members of the Supervisory Board appointed by theCommercial Division of the Amsterdam Court of Appeal in accordance withparagraph 5.

4.                                       Aresolution referred to in paragraph 3 shall not be passed until after the Boardof Management has notified the central works council of the proposed resolutionand the reasons therefore. The notification shall be made at least thirty daysbefore the general meeting of shareholders is held at which the proposal isdiscussed. If the central works council defines a position on the proposal, theBoard of Management shall inform the Supervisory Board and the general meetingthereof. The central works council can have its position explained in thegeneral meeting of shareholders.

5.                                       Theresolution referred to in paragraph 3 shall result in the immediate resignationof the members of the Supervisory Board. In that case the Board of Managementshall forthwith request the Commercial Division of the Amsterdam Court ofAppeal to temporarily appoint one or more members of the Supervisory Board. TheCommercial Division shall determine the consequences of the appointment.

6.                                       TheSupervisory Board shall take action to the effect that, within the term statedby the Commercial Division, a new Supervisory Board is constituted inaccordance with the provisions of article 28.

Article 30. Remuneration.

The remuneration for each member of the Supervisory Board shall bedetermined by the general meeting.

Article 31. Duties and powers.

1.                                       Theduties of the Supervisory Board shall be the supervision of the policy of theBoard of Management and the general course of affairs of the company and theenterprise connected therewith. It shall assist the Board of Management withadvice. In the performance of their duties the members of the Supervisory Boardshall be guided by the interest of the company and the enterprise connectedtherewith.

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2.                                       TheBoard of Management shall provide the Supervisory Board in good time with theinformation necessary for the performance of its duties.

3.                                       Atleast once a year, the Board of Management shall inform the Supervisory Boardof the main aspects of the strategic policy, the general and financial risksand the company’s management and auditing systems in writing.

4.                                       TheSupervisory Board shall have access to the company’s buildings and premises andshall be entitled to inspect the company’s books and documents. The SupervisoryBoard may appoint one or more persons from among its number or an expert to exercisethese powers. The Supervisory Board may also otherwise call upon the assistanceof experts. The costs of such experts shall be borne by the company.

Article 32. Workingprocedures and decision-making. Committees.

1.                                       TheSupervisory Board shall appoint from among its midst a chairman and one or morevice-chairmen who shall substitute for the former in his absence. The boardshall appoint a secretary from among its midst or from outside and shall make aprovision for the substitution for the secretary.

2.                                       Inthe absence of the chairman and the vice-chairman (vice-chairmen) at a meeting,the meeting itself shall designate a chairman.

3.                                       TheSupervisory Board shall meet whenever the chairman, or two other members of theSupervisory Board, or the Board of Management so requests.

4.                                       Minutesshall be kept by the secretary of the proceedings of meetings of the SupervisoryBoard. The minutes shall be adopted by the Supervisory Board at the samemeeting or at a subsequent meeting.

5.                                       Allresolutions of the Supervisory Board shall be passed by absolute majority ofthe votes cast.

6.                                       TheSupervisory Board may only pass valid resolutions at a meeting if the majorityof the members of the Supervisory Board are present or represented at themeeting.

7.                                       Amember of the Supervisory Board may have himself represented by a fellow memberholding a written proxy. By ‘written proxy’ shall be understood a proxytransmitted by any accepted means of communication and received in writing. Amember of the Supervisory Board may not act as proxy on behalf of more than onefellow member of the Supervisory Board.

8.                                       TheSupervisory Board may also adopt resolutions without holding a meeting,provided the proposal in question has been submitted to all members of theSupervisory Board and none has objected to this form of decision-making.

A report shall be drawnup by the secretary of a resolution adopted in this way, enclosing the repliesreceived, and shall be signed by the chairman and the secretary. In the minutesof the subsequent meeting of the Supervisory Board, this form ofdecision-making shall be stated.

 

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9.                                       TheSupervisory Board shall meet together with the Board of Management whenever theSupervisory Board or the Board of Management so requests.

10.                                 TheSupervisory Board shall draw up by-laws containing further regulations on theprocedure for holding meetings and decision-making by the Supervisory Board,and its operating procedures.

11.                                 TheSupervisory Board may, without prejudice to its responsibilities, designate oneor more committees from among its members, who shall have the responsibilitiesspecified by the Supervisory Board.

12.                                 Thecomposition of any such committee shall be determined by the Supervisory Board.

13.                                 Thegeneral meeting may additionally remunerate the members of the committee(s) fortheir services.

Article 33. Indemnity.

1.                                       Thecompany shall indemnify and hold harmless each member of the Board ofManagement and each member of the Supervisory Board (each of them, for thepurpose of this article 33 only, the “Director”) against any and all liabilities,claims, judgements, fines and penalties (the “Claims”), incurred by theDirector as a result of any threatened, pending or completed action, investigationor other proceeding, whether civil, criminal or administrative (the “Action”),brought by any party other than the company itself or its group companies, inrelation to acts or omissions in or related to his capacity as a Director.Claims will include derivative actions brought on behalf of the company or its groupcompanies against the Director and claims by the company (or one of its groupcompanies) itself for reimbursement for claims by third parties on the groundthat the Director was jointly liable toward that third party in addition to thecompany.

2.                                       TheDirector will not be indemnified with respect to Claims in so far as they relateto the gaining in fact of personal profits, advantages or remuneration to whichhe was not legally entitled, or if the Director shall have been adjudged to beliable for wilful misconduct (*opzet*)or intentional recklessness (*bewusteroekeloosheid*).

3.                                       Anyexpenses (including reasonable attorneys’ fees and litigation costs) (togetherthe “Expenses”) incurred by the Director in connection with any Action, shallbe reimbursed by the company, but only upon receipt of a written undertaking bythat Director that he shall repay such Expenses if a competent Court shoulddetermine that he is not entitled to be indemnified. Expenses shall be deemedto include any tax liability which the Director may be subject to as a resultof his indemnification.

4.                                       Alsoin case of an Action against the Director by the company itself or its groupcompanies, the company will advance to the Director his reasonable attorneys’fees and litigation costs but only upon receipt of a written undertaking bythat Director that he shall repay such fees and costs if a

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competent Court should resolve the Action in favour ofthe company rather than the Director.

5.                                       TheDirector shall not admit any personal financial liability vis-à-vis third parties,nor enter into any settlement agreement, without the company’s prior writtenauthorisation. The company and the Director shall use all reasonable endeavoursto cooperate with a view to agreeing on the defence of any Claims but in theevent that the company and the Director would fail to reach such agreement, theDirector shall comply with all directions given by the company in its solediscretion.

6.                                       Theindemnity contemplated by this article 33 shall not apply to the extent Claimsand Expenses are reimbursed by insurers.

7.                                       Incase of amendment of this article 33, the indemnity provided thereby shallnevertheless continue to apply to Claims and/or Expenses incurred in relationto the acts or omissions by the Director during the periods in which thisclause was in effect.

8.                                       Theprovisions of this Article 33 shall apply to the members of the Board of Managementand the members of the Supervisory Board in office as such on twenty-first dayof April two thousand and five, as well as the members of the Board ofManagement and the members of the Supervisory Board who are appointed as suchafter this date.

CHAPTER X

Financial statements and annual report. Profit.

Article 34. Financial year. Financial statements andannual report. Adoption.

1.                                       Thefinancial year shall coincide with the calendar year.

2.                                       Eachyear, within five months after the end of the financial year, save where thisperiod is extended by a maximum of six months by the general meeting on accountof special circumstances, the Board of Management shall prepare the financialstatements and shall lay them open for inspection by the shareholders at theoffice of the company. Within that period the Board of Management shall alsopresent the annual report.

3.                                       Withinthe period referred to in paragraph 2, the Board of Management shall send thefinancial statements to the central works council as well.

4.                                       Thefinancial statements shall be signed by the members of the Board of Managementand of the Supervisory Board. If the signature of one or more of them ismissing, this shall be stated and reasons shall be given.

5.                                       Annually,the Supervisory Board shall prepare a report, that shall be added to thefinancial statements and the annual report. The provisions of paragraphs 2 and 3shall apply by analogy.

6.                                       Thegeneral meeting shall adopt the financial statements.

7.                                       Inthe general meeting of shareholders where the resolution to adopt the financialstatements is passed, a proposal to release the members of the Board ofManagement from liability for the exercise of the management and

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a proposal to release the members of the SupervisoryBoard from liability for the exercise of the supervision of the management,insofar as the exercise of such duties is reflected in the financial statementsor otherwise disclosed to the general meeting prior to the adoption of thefinancial statements, shall be brought up for discussion as two separate items.The scope of a release from liability shall be subject to limitations by virtueof the law.

8.                                       Sections101, 102 and 103 and Title 9 of Book 2 of the Netherlands Civil Code shall alsobe applicable to the financial statements and the annual report.

Article 35. Dividends.Reservations.

1.                                       Outof the profit - the surplus on the statement of income - earned in the past financialyear shall first be paid, if possible, a dividend on the preference shares B ofwhich the percentage is equal to the average of the twelve months EURIBOR (EuroInterbank Offered Rate) – weighted to the number of days over which the paymentoccurs – increased by one (1). The dividend shall be calculated according on aproportionate basis if the preference shares B involved are issued in thecourse of the financial year. If the twelve months EURIBOR is no longer fixedat any time, the dividend percentage shall be equal to the arithmetic mean ofthe average effective yields of the five longest-dated state loans, ascalculated by the Central Bureau of Statistics and published in the OfficialPrice List, over the last twenty stock-exchange business days before the dateof issue, plus a premium, to be determined by the Board of Management andsubject to the approval of the Supervisory Board, of at least one-quarter of apercentage point and at most one percentage point, depending on the prevailingmarket conditions.

If the distribution on the preference shares B for anyfinancial year as referred to in the preceding paragraph cannot be made orcannot be made in full because the profit does not permit it, the deficit shallbe distributed at the expense of the distributable part of the shareholders’equity. The dividend on preference shares B shall be calculated on the paid-uppart of the nominal value.

2.                                       TheBoard of Management shall then subject to the approval of the Supervisory Boarddetermine what part of the profit remaining after the application of paragraph1 is to be appropriated to reserves.

3.                                       Thepart of the profit remaining after the appropriation to reserves shall be atthe disposal of the general meeting, provided that no further distributions canbe made on the preference shares B.

4.                                       Ifa loss is sustained in any year, no dividend shall be distributed for that year.No dividend may be paid in subsequent years until the loss has been compensatedby profits. The general meeting may, however, resolve on a

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proposal of the Board ofManagement which has received the approval of the Supervisory Board tocompensate the loss out of the distributable part of the shareholders’ equityor also to distribute a dividend out of the distributable part of theshareholders’ equity.

5.                                       TheBoard of Management may resolve to distribute an interim dividend. Such aresolution shall be subject to the approval of the Supervisory Board.

6.                                       Sections103, 104 and 105 of Book 2 of the Netherlands Civil Code shall also beapplicable to distributions to shareholders.

 

Article 36. Distributionsin shares and distributions charged to the reserves.

1.                                       TheBoard of Management may resolve that all or part of the dividend on ordinaryshares shall be paid in shares in the company instead of cash. The resolutionof the Board of Management thereto shall be subject to the approval of theSupervisory Board.

2.                                       Thegeneral meeting may resolve, on a proposal of the Board of Management which hasreceived the approval of the Supervisory Board, to charge distributions toholders of ordinary shares to the distributable part of the shareholders’equity. All or part of these distributions may also be paid in shares in thecompany instead of cash.

Article 37. Payments.

An announcement ofdividends and other distributions becoming payable shall be made in accordancewith article 46.

CHAPTER XI

General meetings ofshareholders.

Article 38. Annual meeting.

1.                                       Theannual meeting shall be held each year within six months after the end of thefinancial year.

2.                                       Theagenda for that meeting shall include the following items:

a.                                       theannual report;

b.                                      adoptionof the financial statements;

c.                                       releasefrom liability of members of the Board of Management;

d.                                      releasefrom liability of members of the Supervisory Board;

e.                                       determinationof dividend;

f.                                         ifapplicable, appointment of members of the Supervisory Board and notification ofintended appointments of members of the Board of Management, and of expectedvacancies in the Supervisory Board;

g.                                      anyother proposals put forward by the Supervisory Board or the Board of Managementand announced pursuant to article 40, such as a proposal to designate a bodycompetent to issue shares or to authorise the Board of Management to cause thecompany to acquire its own shares or depositary receipts therefor.

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Article 39. Othermeetings.

 

Other general meetings of shareholders shall be held as often as theBoard of Management or the Supervisory Board considers it necessary, without prejudiceto the provisions of sections 110, 111 and 112 of Book 2 of the NetherlandsCivil Code.

Article 40. Noticeconvening a meeting. Agenda.

1.                                       Generalmeetings of the shareholders shall be convened by the Supervisory Board or theBoard of Management.

2.                                       Noticeconvening a meeting shall be given no later than on the fifteenth day prior tothat of the meeting.

3.                                       Thenotice convening a meeting shall state the subjects to be considered or it shallstate that the shareholders may inspect the same at the office of the company,without prejudice to the provisions of section 99 paragraph 7 of Book 2 of theNetherlands Civil Code, and article 47, paragraph 3.

4.                                       Thenotice convening a meeting shall state the requirements for admittance to themeetings as described in article 44.

5.                                       Thenotice convening a meeting shall be given in the manner stated in article 46.

6.                                       Mattersnot stated in the notice convening the meeting may be further announced,subject to the time limit pertaining to the convocation of meetings, in themanner stated in article 46.

7.                                       Unlessthe notice convening the meeting includes the contents of all the documentswhich according to the law or the articles of association shall be available toshareholders for inspection in connection with the meeting to be held, thesedocuments shall be made available to shareholders free of charges at a PayOffice (*Betaalkantoor*),domiciling in the Netherlands, as meant in the General Rules, to be designatedin the notice convening.

8.                                       Holdersof shares representing alone or in the aggregate at least one percent (1%) ofthe issued capital, or alone or in the aggregate, at least a value of fiftymillion euros (EUR 50,000,000) according to the Official Price List, have theright to request to the Board of Management or the Supervisory Board to placeitems on the agenda of the general meeting of shareholders. These requests haveto be honoured by the Board of Management or the Supervisory Board on thecondition:

a.                                       thatgrave interests of the company do not dictate otherwise; and

b.                                      thatthe request has been filed in writing with the Board of Management or thechairman of the Supervisory Board, at least sixty days prior to the date of thegeneral meeting of shareholders.

9.                                       Theterm “shareholders” in this article shall include usufructuaries and pledgeesin whom the voting rights on shares are vested.

Article 41. Venue ofmeetings.

The general meetings ofshareholders shall be held in Amsterdam, Rotterdam, The Hague or Utrecht.

 

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Article 42. Chairmanship.

1.                                       Thegeneral meetings of shareholders shall be presided over by the chairman of theSupervisory Board or, in his absence, by a vice-chairman of that board; in theevent that the latter is (are) also absent, the members of the SupervisoryBoard present shall appoint a chairman from their midst. The Supervisory Boardmay appoint another chairman for a general meeting of shareholders.

2.                                       Ifthe chairman of a meeting has not been appointed in accordance with paragraph1, the meeting itself shall appoint a chairman. Until that moment, a member ofthe Board of Management designated thereto by the Board of Management shallsubstitute as chairman.

Article 43. Minutes.

1.                                       Minutesshall be kept of the proceedings of each general meeting of shareholders by asecretary appointed by the chairman. The minutes shall be adopted by thechairman and the secretary and shall be signed by them in witness thereof.

2.                                       TheSupervisory Board or the chairman may determine that a notarial record shall bemade of the proceedings of the meeting. Such a record shall be co-signed by thechairman.

Article 44. Rights toattend meetings. Admission.

1.                                       Eachshareholder who is entitled to vote and each usufructuary or pledgee of sharesin whom voting rights are vested shall be entitled to attend the generalmeeting of shareholders, to address the meeting and to exercise his votingrights. In the case of ordinary registered shares, the intention to attend themeeting must be notified to the Board of Management in writing. Suchnotification must be received by the Board of Management not later than on thedate stated in the notice convening the meeting.

2.                                       Therights to take part in the meeting pursuant to paragraph 1 may be exercised bya person holding a written or electronic proxy, provided that in the case ofordinary shares such proxy has been received by the Board of Management nolater than on the date stated in the notice convening the meeting or by a thirdparty stated in the notice convening the meeting.

3.                                       Ifthe voting rights in respect of a share are vested in the usufructuary or pledgeeinstead of in the shareholder, the shareholder shall also be entitled to attendthe general meeting of shareholders and to address the meeting, provided thatin the case of ordinary registered shares the Board of Management has beennotified of the shareholder’s intention to attend the meeting in accordancewith paragraph 1. Paragraph 2 shall be applicable *mutatis mutandis.*

4.                                       Withrespect to the voting rights and the right to participate in meetings attachedto ordinary bearer shares, the company shall apply by analogy the provisions ofSections 88 and 89 Book 2 of of the Dutch Civil Code and

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recognise as a shareholder the person named in awritten statement from a Necigef-participant as a Necigef-beneficiary, entitledto a given number of ordinary bearer shares belonging to suchNecigef-participant’s collective deposit of ordinary bearer shares in thecompany and remainaining thus entitled until the close of the meeting.

A holder of ordinary bearer shares or his proxy shallonly have admittance to the meeting if the foregoing statement has beendeposited not later than on the date stated in the notice convening the meetingat the place mentioned therin. The receipt issued once such statement has beendeposited shall give admittance to the meeting. The foregoing provisions ofthis paragraph 4 shall apply *mutatismutandis*to each pledgee or usufructuary of ordinary bearer sharesin whom voting rights are vested or their proxy.

5.                                       TheBoard of Management is authorised to determine in the notice convening themeeting that for all or certain types of shares, for the application of section117, subsections 1 and 2, of Book 2 of the Netherlands Civil Code, the personsthat are entitled to attend and address meetings and to vote are the personswho have those rights on a determined day (“date of registration”) and areentered as such in a register (or one or more parts thereof) that has beendesignated for that purpose by the Board of Management, irrespective of who islegally entitled to those shares or depositary receipts for those shares at thetime of the meeting. In this matter the provisions of paragraph 1 to 4 alsoapply similarly on the understanding that the statement of theNecigef-participant as referred to in paragraph 4 must show that on therelevant date of registration the person named is the participant in the numberof shares stated in the statement and that an acknowledgement of receipt doesnot need to be issued for the filing of the statement. The manner in which aNecigef-beneficiary will obtain access to the meeting will be set out in thenotice to the meeting.

6.                                       Thedate stated in the notice convening the meeting as referred to in paragraphs 1,2, 4 and 5 shall not be earlier than the seventh day before that of the meetingor at some time, so much earlier as will be allowed by law.

7.                                       Eachshare shall bear the entitlement to cast one vote.

8.                                       Eachperson entitled to vote or his proxy shall sign the attendance list.

9.                                       Themembers of the Supervisory Board and the members of the Board of Managementshall have an advisory vote at the general meeting of shareholders.

10.                                 Thechairman shall decide whether persons other than those who shall be admitted inaccordance with the above provisions of this article shall be admitted to themeeting.

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Article 45. Voting.

1.                                       Allresolutions for which no greater majority is required by law or the articles ofassociation shall be passed by an absolute majority of the votes cast.

2.                                       Ifin an election of persons an absolute majority is not obtained, there shall bea second free ballot. If again an absolute majority is not obtained, further ballotsshall be held until either one person obtains an absolute majority or there isa tie in a ballot between two persons.

Such further voting (notincluding the second free ballot) shall be between the persons voted upon inthe preceding ballot with the exclusion of the person obtaining the lowestnumber of votes in that preceding ballot. If more than one person obtained thelowest number of votes in the preceding ballot, lots shall be drawn to decidewhich of those persons is to withdraw from the next ballot. In the event of atie in a ballot between two persons, lots shall be drawn to decide which of thetwo is elected.

3.                                       Inthe event of a tie in a vote on matters other than the election of persons, theproposal shall be rejected.

4.                                       Allvoting shall be oral. The chairman may, however, determine that voting shall bein writing. In the case of the election of persons, any person present who is entitledto vote may demand that voting shall be in writing. Voting in writing shalltake place by means of unsigned sealed ballot papers.

5.                                       Abstentionsand invalid votes shall be counted as not cast.

6.                                       Votingby acclamation shall be possible if none of the persons present and entitled tovote objects thereto.

7.                                       Theprovisions of sections 13 and 117 of Book 2 of the Netherlands Civil Code shallalso apply to the general meeting of shareholders.

CHAPTER XII

Convocations andnotifications.

Article 46.

1.                                       Allnotices convening general meetings of shareholders, all announcements relatingto dividends and other distributions and all other notifications to shareholdersshall be given by publication in a nationally distributed daily newspaper andin the Official Price List, or in such manner as at any time permitted by law,without prejudice to the provisions of section 96a, paragraph 4 of Book 2 ofthe Netherlands Civil Code.

2.                                       Theexpression “shareholders” in paragraph 1 shall include usufructuaries andpledgees in whom the voting rights on shares are vested as well as the holdersof the depositary receipts for shares as referred to in article 10.

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CHAPTER XIII

Amendment of the articlesof association, statutory merger and dissolution.

Article 47. Amendment of thearticles of association. Merger. Demerger.Dissolution.

1.                                       Aresolution of the general meeting to amend the articles of association, to mergeor demerge within the meaning of Part 7 of Book 2 of the Netherlands Civil Codeor to dissolve the company may only be adopted on a proposal of the Board ofManagement which is approved by the Supervisory Board.

2.                                       Thecompany shall conduct a discussion in respect of the content of a proposal toamend the articles of association with Euronext Amsterdam N.V. before thisproposal is put before the general meeting.

3.                                       Ifa proposal to amend the articles of association or to dissolve the company isto be put to the general meeting, this must in all cases be stated in the noticeconvening the general meeting of shareholders or announced subsequently asreferred to in article 40, paragraph 6, and, in the case of an amendment to thearticles of association, simultaneously a copy of the proposal including theverbatim text of the proposed amendment must be deposited for inspection at theoffice of the company and must be made available free of charge to shareholdersand to the persons referred to in article 46, paragraph 2, until the end of themeeting.

Article 48. Liquidation.

1.                                       Inthe event of dissolution of the company pursuant to a resolution of the generalmeeting, the members of the Board of Management shall be charged with theliquidation of the business of the company and the Supervisory Board with thesupervision thereof.

2.                                       Duringliquidation the provisions of the articles of association shall remain in forceas far as possible.

3.                                       Outof the surplus remaining after settlement of the debts shall first be distributedto the holders of the preference shares B the nominal amount paid up on theseshares and any amount still owed by way of dividend to which these sharesentitle, insofar as this has not been distributed in previous years. If thebalance is not sufficient thereto, the distribution shall be made in proportionto the amounts paid up on those shares. The remainder shall be distributed tothe holders of ordinary shares in proportion to the aggregate nominal value oftheir ordinary shares.

4.                                       Theliquidation shall otherwise be subject to the provisions of Part 1 of Book 2 ofthe Netherlands Civil Code.

- 0 - 0 - 0 - 0 -

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