EX-4.1






Exhibit 4.1




ARTICLES OF ASSOCIATION:




Article 1. Name.



The name of the company is ING Groep N.V.




Article 2. Registered office.



The company has its registered office in Amsterdam.




Article 3. Object.



The object of the company is to participate in, manage, finance, furnish personal or real
security for the obligations of and provide services to other enterprises and institutions of any
kind, but in particular enterprises and institutions which are active in the field of insurance,
lending, investment and/or other financial services, and to engage in any activity which may be
related or conducive to the foregoing.




Article 4. Definitions.





	1.	 	In these Articles of Association, the following terms shall have the meanings assigned below,
except where expressly stated otherwise:






	 	a.	 	shares: ordinary shares and cumulative preference shares in the company’s
capital;
	 
	 	b.	 	shareholder: a holder of one or more shares;
	 
	 	c.	 	depositary receipts: depositary receipts for shares issued or deemed to
have been issued with the company’s cooperation;
	 
	 	d.	 	depositary receipt holder: a holder of one or more depositary receipts.






	2.	 	By ‘written’ is understood a communication by means of letter, fax or e-mail or any other
electronic means, provided the message is readable and reproducible, subject to the proviso
that requests and notifications within the meaning of Article 8, Article 28 paragraph 2 and
Article 29 paragraph 4 must be made by letter.





Article 5. Capital.



The authorised capital of the company amounts to two billion one hundred sixty million euros
(EUR 2,160,000,000.00), divided as follows:





	a.	 	four billion five hundred million (4,500,000,000) ordinary shares, each having a nominal
value of twenty-four cents (EUR 0.24); and
	 
	b.	 	four billion five hundred million (4,500,000,000) cumulative preference shares, each having a
nominal value of twenty-four cents (EUR 0.24).





Article 6. Shares.




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	1.	 	The shares shall be registered.
	 
	2.	 	No share certificates shall be issued.





Article 7. Share register.





	1.	 	The Executive Board shall keep a register in which shall be recorded the names and addresses
of all the shareholders, stating the amount paid on each share.
	 
	 	 	The register shall be regularly updated and such further information shall be
recorded therein as the law prescribes or the Executive Board considers necessary.
	 
	2.	 	The Executive Board shall permit the share register to be inspected by persons who are
entitled to do so by law.
	 
	3.	 	The Executive Board shall provide extracts from the share register to persons who are
entitled thereto by law.
	 
	4.	 	Each shareholder and each holder of a limited right in respect of shares shall be obliged to
notify the company of his name and address.





Article 8. Approval of transfer of cumulative preference shares.





	1.	 	Each transfer of cumulative preference shares shall require the approval of the Executive
Board. Requests for approval shall be made in writing, stating the name and address of the
intended transferee and the price or other consideration which the intended transferee is
willing to pay or give.
	 
	2.	 	If approval is refused, the Executive Board shall simultaneously nominate one or more
interested parties who are willing to purchase all the cumulative preference shares to which
the request relates for cash at a price to be determined in consultation between the vendor
and the Executive Board within two months of said nomination. The company may be nominated as
an interested party only with the vendor’s consent.
	 
	3.	 	If the vendor does not receive a written communication from the company concerning the
request for approval of the proposed transfer within three months of receipt by the company of
that request or receives a written notice of refusal of approval within that period which
omits to nominate one or more interested parties to whom the cumulative preference shares in
question might be transferred pursuant to the provisions of this article, approval of the
transfer shall be deemed to have been given on expiry of the said period or on receipt of such
notice of refusal.
	 
	4.	 	If the vendor and the Executive Board are unable to reach agreement on the price referred to
in paragraph 2 of this article within two months of the refusal of approval, the price shall
be determined by an expert appointed by the vendor and the Executive Board by mutual agreement
or, in the absence of agreement within three months of the refusal of approval, by the




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	 	 	President of the Chamber of Commerce and Industry of Amsterdam, at the request of the more
diligent party.
	 
	5.	 	The vendor shall have the right to decline to transfer the shares, provided he notifies the
Executive Board of his decision in writing within one month of being notified of both the
name(s) of interested parties and the price as determined.
	 
	6.	 	If a transfer within the meaning of paragraph 1 or paragraph 3 of this article is approved,
the vendor shall be entitled to transfer, within three months of such approval, all the shares
to which his request relates to the transferee
specified in his request at the price or for the consideration stated by the vendor as
referred to in the second sentence of paragraph 1 of this article.
	 
	7.	 	The costs incurred by the company in connection with the transfer may be charged to the new
holder.
	 
	8.	 	The provisions of this article shall apply mutatis mutandis to transfers of shares upon the
partition of a community of property.





Article 9. Transfer of shares.



Unless provided otherwise by law, the transfer of shares shall require a deed of transfer
intended for that purpose and, except where the company is itself a party to such legal act,
written acknowledgement by the company of the transfer. The acknowledgement shall be given in the
deed or by a dated statement of acknowledgement on the deed or on a copy thereof or extract
therefrom signed as a true copy by the notary or the vendor. The service of such a deed, copy or
extract on the company shall be deemed equivalent to acknowledgement. In the case of the transfer
of part-paid shares, such acknowledgement may be given only if the deed bears a fixed date.




Article 10. Pledge on shares.





	1.	 	A pledge may be established on shares.
	 
	2.	 	If a pledge has been established on shares, the voting rights attaching to those shares shall
vest exclusively in the pledgeor and may not be assigned to the pledgee.
	 
	3.	 	The rights conferred by law on depositary receipts holders shall not vest in the pledgee.
	 
	4.	 	The provisions of Article 9 shall apply mutatis mutandis to the establishment and removal of
a pledge on shares.
	 
	 	 	A pledge may also be established without acknowledgement by or
service of notice on the company, in which case Section 239 of
Book 3 of the Netherlands Civil Code shall be applicable
mutatis mutandis, whereby service of notice on the company
shall take the place of the notification referred to in
subsection 3 of that section.





Article 11. Usufruct on shares.




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	1.	 	A usufruct may be established on shares.
	 
	2.	 	With reference to the establishment or transfer of the usufruct on shares the provisions in
Section 2:88 of the Netherlands Civil Code shall apply. The rights conferred by law on holders
of depositary receipts shall not vest in a usufructuary of shares to whom no voting rights are
assigned.
	 
	3.	 	If a usufruct has been vested on shares and the voting rights on those shares are assigned to
the usufructuary, the rights conferred by law on depositary receipt holders shall vest in both
the shareholder and the usufructuary, even where this has not been explicitly stated in the
remaining provisions of these
Articles of Association, and the provisions in Articles 29, 31, 32 and 33 concerning
shareholders shall apply mutatis mutandis to the usufructuary of shares to whom the voting
right is assigned.
	 
	4.	 	The provisions of Article 9 shall apply mutatis mutandis to the establishment, assignment and
removal of a usufruct on shares.





Article 12. Issue of new shares.





	1.	 	Shares shall be issued pursuant to a resolution of the General Meeting of Shareholders or of
another body designated for that purpose by a resolution of the General Meeting of
Shareholders or by these Articles of Association for a determinate period not exceeding five
years.
	 
	2.	 	At the time of designation of a body as referred to in paragraph 1 of this article, the
number of shares which may be issued shall be defined. The designation may be extended for not
more than five years at a time. Unless otherwise provided at the time of designation, it may
not be revoked.
	 
	3.	 	A resolution of the General Meeting of Shareholders to issue shares or designate a body to do
so shall only be valid if prior or simultaneous approval is given by each group of holders of shares
of the same class whose rights are adversely affected by the issue.
	 
	4.	 	A resolution of the General Meeting of Shareholders or a body other than the Executive Board
to issue shares and a resolution to designate a body as referred to in paragraph 1 of this
article may be passed only if it has been proposed by the Executive Board with the approval of
the Supervisory Board.
	 
	5.	 	If a body other than the General Meeting of Shareholders adopts a resolution to issue
cumulative preference shares, such resolution shall require the specific approval of the
General Meeting of Shareholders if the issue of cumulative preference shares concerned causes
or will cause the amount of cumulative preference shares in issue to exceed half the amount of
the capital issued in the form of ordinary shares.
	 
	6.	 	If a body other than the General Meeting of Shareholders adopts a resolution to issue
cumulative preference shares which does not require the




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	 	 	approval of the General Meeting of Shareholders as referred to in the preceding paragraph,
the Executive Board shall convene and
hold a General Meeting of Shareholders within four weeks of such resolution, at which the
reasons for the issue shall be explained.
	 
	7.	 	If cumulative preference shares are issued pursuant to a resolution to issue cumulative
preference shares or a resolution to grant a right to subscribe for cumulative preference shares
which has been adopted by a body other than the General Meeting of Shareholders without
the prior approval of the General Meeting of Shareholders, the Executive Board shall convene a
General Meeting of Shareholders within two years of such issue, at which it shall bring
forward a resolution to repurchase or cancel the said cumulative preference shares which
have been issued. If the resolution to repurchase or cancel the cumulative preference shares is
not adopted by the General Meeting of Shareholders, the Executive Board shall be
obliged to convene, within two years of the said resolution being brought forward, a
further General Meeting of Shareholders at which the same resolution shall again be
brought forward, said obligation being extinguished once the said cumulative preference shares
cease to be in issue or cease to be held by an entity other than the company.
	 
	8.	 	The Executive Board shall be authorised to perform the legal acts referred to in Section 94
of Book 2 of the Netherlands Civil Code without the approval of the General Meeting of Shareholders.
	 
	9.	 	Ordinary shares may only be issued on payment of at least the nominal amount. In the case of
cumulative preference shares, at least one-quarter of the nominal amount shall be paid up.





Article 13. Pre-emptive rights to issues of ordinary shares.





	1.	 	Except in the cases provided by law, each holder of ordinary shares shall have a pre-emptive
right to issues of ordinary shares.
	 
	2.	 	Pre-emptive rights may be restricted or excluded by resolution of the General Meeting of
Shareholders. Pre-emptive rights may be restricted or excluded by a body designated in
accordance with Article 12 provided such body has been authorised to restrict or exclude
pre-emptive rights by a resolution of the General Meeting of Shareholders for a determinate
period not exceeding five years.
	 
	3.	 	A resolution of the General Meeting of Shareholders to restrict or exclude pre-emptive rights
or designate another body to do so in accordance with paragraph 2 of this article shall
require a majority of at least two-thirds of the votes cast if less than half of the issued
capital is represented at the General Meeting of Shareholders.





Article 14. Rights to subscribe for shares.




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	1.	 	Paragraphs 1 up and including 7 of Article 12 shall apply mutatis mutandis to resolutions to
grant rights to subscribe for shares.
	 
	2.	 	When rights to subscribe for ordinary shares are granted, the holders of ordinary shares
shall have a right of pre-emption; Article 13 shall apply mutatis mutandis. Shareholders shall
have no pre-emptive rights in respect of ordinary shares issued to a person exercising a
previously acquired right to subscribe for shares.
	 
	3.	 	Ordinary shares which are issued to a person exercising a previously acquired right to
subscribe for those shares shall be paid up in full at the time of subscription.





Article 15. Acquisition by the company of its own shares.





	1.	 	The acquisition by the company of shares in its own capital which are not fully paid shall be
null and void.
	 
	2.	 	Fully paid shares in its own capital may only be acquired by the company for no consideration
or if the acquisition is within the limits prescribed by law.
	 
	3.	 	With due observance of the statutory provisions, the Executive Board shall require the
authorisation of the General Meeting of Shareholders for the acquisition of own shares other
than for no consideration.
	 
	4.	 	Such authorisation shall not be required for the acquisition by the company of shares in its
own capital in order to transfer them to employees of the company or of a group company under
a scheme applicable to such employees.
	 
	5.	 	The preceding paragraphs shall not apply to shares which the company acquires by universal
succession.
	 
	6.	 	The term ‘shares’ in this article shall include depositary receipts for shares, whether or
not issued with the cooperation of the company.





Article 16. Reduction of capital.





	1.	 	With due observance of the statutory provisions, the General Meeting of Shareholders may
resolve to reduce the issued capital by cancelling shares or reducing the nominal value of shares
by means of an amendment of the Articles of Association.
	 
	2.	 	A resolution to redeem shares may relate only cumulative preference shares.
	 
	3.	 	Partial repayments on shares may be made exclusively in respect of the ordinary shares or the
cumulative preference shares. Release from the obligation to pay on shares may only be granted
in respect of the cumulative preference shares.





Article 17. Depositary receipts for ordinary shares.




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	1.	 	Pursuant to a resolution of the Executive Board with the approval of the Supervisory Board,
the company may cooperate in the issue of depositary receipts for ordinary shares.
	 
	2.	 	Depositary receipts for ordinary shares issued by the trust office shall be deemed to have
been issued with the cooperation of the company, provided that the relevant trust conditions
have been approved by the Executive Board and stipulate that they may only be amended with the
approval of the Executive Board.





Article 18. Management.





	1.	 	The company shall be managed by an Executive Board.
	 
	2.	 	Members of the Executive Board shall fulfil the requirements with regard to expertise and
probity which are applicable due to the Wet op het financieel toezicht (Financial Supervision
Act) to directors of credit institutions and insurers seated in the Netherlands. A person who
does not fulfil these requirements shall not be nominated or proposed for appointment.





Article 19. Composition and appointment of the Executive Board.





	1.	 	The Supervisory Board shall determine the number of members of the Executive Board. The
Executive Board shall consist of at least three members.
	 
	 	 	Without prejudice to the provisions of Article 18, paragraph 2, the Supervisory Board
shall draw up a profile defining the composition of the Executive Board. The profile shall
be considered by the General Meeting of Shareholders at the time of its adoption and each
subsequent amendment.
	 
	2.	 	Members of the Executive Board shall be appointed by the General Meeting of Shareholders from
a binding list of at least two candidates for each vacancy, which shall be drawn up by the
Supervisory Board, with due observance of Article 18, paragraph 2, and of Section 133 of Book
2 of the Netherlands Civil Code.
	 
	 	 	The binding list of candidates shall be drawn up not later than the day before the
date of the notice convening of the General Meeting of Shareholders at which the
appointment is to be considered.
	 
	 	 	If the Supervisory Board fails to exercise its right to draw up a binding list of
candidates or fails to do so in time, the General Meeting of Shareholders shall be free in
its choice of appointee, without prejudice to the provisions of Article 18, paragraph 2.
	 
	 	 	A binding list of candidates may be declared non-binding by the General Meeting of
Shareholders by an absolute majority of the votes cast which represents more than
one-third of the issued capital.
	 
	3.	 	Members of the Executive Board may be suspended or dismissed at any time by the General
Meeting of Shareholders.




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	 	 	A resolution to suspend or dismiss members of the Executive Board which has not been
brought forward by the Supervisory Board may only be adopted by the General Meeting of
Shareholders by an absolute majority of the votes cast which represents more than
one-third of the issued capital.
	 
	 	 	The provisions of Section 120, subsection 3, of Book 2 of the Netherlands Civil Code
shall not be applicable.
	 
	4.	 	Members of the Executive Board may be suspended at any time by the Supervisory Board.
	 
	5.	 	A suspension, which may be extended on one or more occasions, shall not last more than three
months unless a resolution to dismiss the member is adopted, in which case the period of
suspension may extend until termination of the member’s service.





Article 20. Organisation of the Executive Board.





	1.	 	The Supervisory Board shall appoint a chairman of the Executive Board from among the members
of the Executive Board and may appoint one or more vice-chairmen of the Executive Board from
among the other members.
	 
	2.	 	The Executive Board shall draw up by-laws governing the conduct of meetings of and
decision-making by the Executive Board. The by-laws and any alterations to them shall require
the approval of the Supervisory Board.
	 
	3.	 	In the event of the absence or inability to act of one or more, but not all, of the members
of the Executive Board, the remaining member or members of the Executive Board shall be
responsible for the management of the company. In the event of the absence or inability to act
of all the members of the Executive Board, the Supervisory Board shall be temporarily
responsible for the management of the company. In the latter case, the Supervisory Board may
temporarily entrust the management of the company to one or more persons designated by the
Supervisory Board, from among its members or from outside.





Article 21. Terms of employment of Executive Board members.



The terms of employment of the members of the Executive Board shall be determined by the
Supervisory Board. The remuneration of members of the Executive Board shall be determined by the
Supervisory Board with due observance of the remuneration policy adopted by the General Meeting of
Shareholders.




Article 22. Executive Board resolutions which require the approval of the Supervisory Board or
General Meeting of Shareholders.





	1.	 	Without prejudice to the other provisions of these Articles of Association, the Executive
Board shall require the approval of the Supervisory Board for resolutions which relate to:




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	 	a.	 	the issue or acquisition of shares and debentures issued by the company or
debentures issued by a limited partnership or general partnership in which the
company is the general partner;
	 
	 	b.	 	cooperation in the issue of depositary receipts for shares;
	 
	 	c.	 	application for listing in or removal from the price list of any stock
exchange of the securities referred to in a. or b.;
	 
	 	d.	 	entry into or termination of lasting cooperation between the company or a
dependent company and another legal entity or partnership or as general partner in a
limited partnership or general
partnership where such cooperation or termination thereof has material
significance for the company;
	 
	 	e.	 	acquisition by the company or a dependent company of a participating
interest in the capital of another company amounting to one-quarter or more of the
company’s issued capital and reserves as disclosed in its balance sheet and notes
thereto or a material increase or decrease in the magnitude of such a participating
interest;
	 
	 	f.	 	investments involving an amount equal to one-quarter or more of the
company’s issued capital and reserves as disclosed in its balance sheet and notes
thereto;
	 
	 	g.	 	a proposal to amend the Articles of Association;
	 
	 	h.	 	a proposal to wind up the company;
	 
	 	i.	 	filing of a petition for bankruptcy or moratorium;
	 
	 	j.	 	termination of the employment of a substantial number of employees of the
company or of a dependent company simultaneously or within a short period of time;
	 
	 	k.	 	a material change in the working conditions of a substantial number of
employees of the company or of a dependent company;
	 
	 	l.	 	a proposal to reduce the issued capital; and
	 
	 	m.	 	other resolutions which the Supervisory Board has determined, in
consultation with the Executive Board, to be subject to its approval.






	2.	 	Without prejudice to the other provisions of these Articles of Association, the Executive
Board shall require the approval of the General Meeting of Shareholders for resolutions which
relate to:






	 	a.	 	transfer to a third party of all or virtually all of the enterprise
conducted by the company or transfer or other assignment of enterprises of
subsidiaries as a consequence of which the company or the group over which the
company exercises central control ceases to engage in either insurance or banking
activities;






	 	b.	 	formation or termination of a permanent relationship between the company or
a subsidiary and another legal entity or partnership or as




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	 	 	 	a fully liable partner in
a limited or general partnership whereby the relationship or its termination is of
material significance to the company;
	 
	 	c.	 	acquisition or disposal by the company or a subsidiary of a participating
interest in the capital of a company amounting to one-third or more of the assets as
disclosed in the balance sheet and notes thereto contained in the most recently
adopted financial statement of the company;
	 
	 	d.	 	cooperation in the acquisition of control over the activities constituting
the company’s enterprise within the meaning of the Merger Code 2000 of the Social and
Economic Council, irrespective of whether that code is applicable.






	3.	 	The absence of approval by the Supervisory Board or the General Meeting of Shareholders of a
resolution as referred to in paragraph 1 or paragraph 2, respectively, of this article, shall
not affect the representative authority of the Executive Board or of the members of the
Executive Board.





Article 23. Representation of the company.





	1.	 	In so far as the law does not provide otherwise, the Executive Board shall be authorised to
represent the company.
	 
	2.	 	Representative authority shall also vest in each member of the Executive Board.
	 
	3.	 	If a member of the Executive Board has a conflict of interest with the company, he shall be
authorised to represent the company like any other member of the Executive Board, unless the
conflict of interest is in a private capacity, in which case the chairman of the Supervisory
Board, or another member of the Supervisory Board appointed by the Supervisory Board, shall be
authorised to represent the company.
	 
	4.	 	The Executive Board may vest powers of attorney or other continuing representative authority
in one or more persons, whether or not employees of the company, and to confer on one or more
such persons as referred to above, and on other persons provided they are employees of the
company, the title of general manager or such other title as the Executive Board deems fit.





Article 24. Supervisory Board.





	1.	 	The company shall have a Supervisory Board.
	 
	2.	 	The function of the Supervisory Board shall be to supervise the policy of the Executive Board
and the general course of affairs of the company and the enterprise associated therewith. It
shall assist the Executive Board in an advisory capacity. In the performance of their duties,
the members of the




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	 	 	Supervisory Board shall be guided by the interests of the company and the
enterprise associated therewith.
	 
	3.	 	Members of the Supervisory Board shall fulfil the requirements with regard to expertise and
probity which are applicable due to the Wet op het financieel toezicht (Financial Supervision
Act) to supervisory board members of credit institutions and insurers seated in the
Netherlands.
	 
	 	 	A person who does not fulfil these requirements shall not be
nominated or proposed for appointment.





Article 25. Composition and appointment of the Supervisory Board.





	1.	 	The Supervisory Board shall consist of at least three members. With due observance of the
previous sentence, the Board shall itself determine the number of its members.
	 
	 	 	Without prejudice to the provisions of Article 24, paragraph 3, the Supervisory Board
shall draw up a profile for the Supervisory Board which defines its size and composition,
taking into account the nature of the enterprise, its activities and the required
expertise and background of the Supervisory Board members. The profile of the Supervisory
Board shall be considered by the General Meeting of Shareholders at the time of adoption
and each subsequent amendment.
	 
	2.	 	Members of the Supervisory Board shall be appointed by the General Meeting of Shareholders
from a binding list of candidates for each vacancy, which shall be drawn up by the Supervisory
Board, with due observance of the provisions of Article 24, paragraph 3 and of Section 142,
subsection 2, in conjunction with Section 133 of Book 2 of the Netherlands Civil Code.
	 
	 	 	The binding list of candidates shall be drawn up not later than the day before the
date of the notice convening the General Meeting of Shareholders at which the appointment
is to be considered.
	 
	 	 	If the Supervisory Board fails to exercise its right to draw up a binding list of
candidates or fails to do so in time, the General Meeting of Shareholders shall be free in
its choice of appointee, without prejudice to the provisions of Article 24, paragraph 3.
	 
	 	 	A binding list of candidates may be declared non-binding by the General Meeting of
Shareholders by a resolution passed by an absolute majority of the votes cast which
represents more than one-third of the issued capital.
	 
	3.	 	Members of the Supervisory Board may be suspended or dismissed at any time by the General
Meeting of Shareholders.
	 
	 	 	A resolution to suspend or dismiss members of the Supervisory Board which has not
been brought forward by the Supervisory Board may only be adopted by the General Meeting
of Shareholders by an absolute majority of the votes cast which represents at least
one-third of the issued capital.




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	 	 	The provisions of Section 120, subsection 3, of Book 2 of the Netherlands Civil Code
shall not be applicable.
	 
	4.	 	A member of the Supervisory Board shall retire not later than the end of the first General
Meeting of Shareholders held after the fourth anniversary of his last appointment or
reappointment.
	 
	 	 	Upon retirement, a member of the Supervisory Board shall be eligible for immediate
reappointment, but may not be reappointed more than twice unless the Supervisory Board
grants dispensation from that provision in exceptional circumstances, at the Board’s
discretion.
	 
	5.	 	A member of the Supervisory Board may not be:






	 	a.	 	an employee of the company;
	 
	 	b.	 	an employee of a dependent company; or
	 
	 	c.	 	a manager or employee of an employees’ organisation which is customarily
involved in determining the terms of employment of the persons referred to in a. and
b. above.





Article 26. Organisation of the Supervisory Board.





	1.	 	The Supervisory Board shall appoint a chairman and may appoint one or more vice-chairmen from
among its members.
	 
	2.	 	The Supervisory Board shall draw up by-laws governing the conduct of meetings of and
decision-making by the Supervisory Board.
	 
	3.	 	The members of the Executive Board shall attend the meetings of the Supervisory Board unless
the Supervisory Board decides otherwise.
	 
	4.	 	The Executive Board shall provide the Supervisory Board in good time with the information
required for the discharge of its duties.
	 
	5.	 	The Supervisory Board shall be entitled to enlist the assistance of one or more experts at
the company’s expense.
	 
	6.	 	The Supervisory Board shall be entitled to designate one or more of its members as authorised
 — to the extent determined by the Board — to have access to all the company’s premises, to
inspect all books, correspondence and other documents and to take cognisance of all other acts
which have taken place.
	 
	7.	 	The Supervisory Board may delegate one or more of its members to maintain more frequent
contact with the Executive Board and to report their findings to the Supervisory Board.
	 
	8.	 	The Supervisory Board shall be authorised to install committees consisting of members of the
Supervisory Board and members of other organs of the company, including though not restricted
to an Audit Committee, a Corporate Governance Committee and a Remuneration and Nomination
Committee. by The Supervisory Board shall determine the tasks, powers and names of the
committees.




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Article 27. Remuneration of Supervisory Board members.



The members of the Supervisory Board shall receive remuneration for their services, which
shall be determined by the General Meeting of Shareholders.




Article 28. General Meetings of Shareholders.





	1.	 	At least one General Meeting of Shareholders shall be held each year within six months of the
end of the financial year.
	 
	2.	 	Further General Meetings of Shareholders shall be held whenever the Executive Board or
Supervisory Board considers it desirable or whenever one or more holders of shares or
depositary receipts for shares which
together represent at least one-tenth of the
issued capital request the Executive Board
in writing to convene a General Meeting of
Shareholders, precisely stating the business
to be transacted.





Article 29. Notice of meetings.





	1.	 	The shareholders and holders of depositary receipts shall be given notice of General Meetings
of Shareholders.
	 
	2.	 	Notices of General Meetings of Shareholders shall be made in accordance with the provisions
of the law and the regulations applying to the company pursuant to the quotation of depositary
receipts or other securities on the stock exchange of Euronext Amsterdam N.V. Insofar as no
other requirements have been laid down under or pursuant to the law or aforementioned
regulations, the company shall be authorised to serve notice on shareholders and depositary
receipt holders via the company website and/or by other electronic means representing a public
announcement which remains directly and permanently accessible up to the General Meeting, and
to give notice to shareholders in writing at the address notified by the entitled party to the
company for this purpose. Unless the opposite is unambiguously clear, the notification by a
shareholder or depositary receipt holder to the company of an electronic mail address shall be
taken as evidence of the latter’s concurrence with the submission of notifications by
electronic means. The company shall not make any charge to shareholders and depositary receipt
holders for notifications sent by electronic means.
	 
	3.	 	The notice of meeting shall state the business to be transacted or shall state that the
agenda is available for inspection by shareholders and holders of depositary receipts at the
office of the company and at a place in Amsterdam to be determined by the Executive Board. In
the event of a proposal to appoint a member of the Executive Board or a member of the
Supervisory Board, the notice of meeting shall state, giving reasons, that the candidate
possesses the required expertise, experience and other qualities and that following the
proposed appointment the composition of the Executive Board or Supervisory Board,
respectively, will be in accordance




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	 	 	with the profile referred to in Article 19, paragraph 1,
or Article 25, paragraph 1. If a binding list of two or more candidates for each vacancy is
brought forward as referred to in Article 19, paragraph 2, or Article 25, paragraph 2, it
shall not be necessary to fulfil the requirements of the preceding sentence with respect to
more than one candidate for each vacancy.
	 
	4.	 	Except in cases where the Supervisory Board and Executive Board consider there to be
compelling reasons in the company’s interest to exclude them from the agenda, the meeting
shall consider items which are precisely
defined in a written request which is submitted to the Executive Board or the Chairman of
the Supervisory Board not later than fifty days before the date of the meeting or is
signed by one or more holders of shares or depositary receipts for shares who together
represent at least one-thousandth of the issued capital or whose combined holdings have a
market value of at least fifty million euros, calculated on the basis of the closing
prices on the date of signature of the request of the relevant class of depositary
receipts or the depositary receipts for the relevant class of shares, as published in the
organ of Euronext Amsterdam N.V. A request to place a proposal on the agenda to appoint a
member of the Executive Board or Supervisory Board must explain why the candidate
possesses the required expertise, experience and other qualities, why such expertise,
experience and other qualities are not present to a sufficient degree in the Executive
Board or Supervisory Board, respectively, and how, following the proposed appointment, the
composition of the Executive Board or the Supervisory Board, respectively, will be in
accordance with the profile as referred to in Article 19, paragraph 1, or Article 25,
paragraph 1, respectively.
	 
	5.	 	If the agenda includes a motion to reduce the capital or amend the Articles of Association,
the notice of meeting shall also comply with the provisions of Sections 99 and 123 of Book 2
of the Netherlands Civil Code in so far as they are applicable.
	 
	6.	 	The provisions in paragraph 2 of this article shall apply mutatis mutandis to other
notifications, announcements, communications and notices to shareholders and depositary
receipt holders as referred to in paragraph 2.





Article 30. Venue of the General Meeting of Shareholders.



General Meetings of Shareholders shall be held in Amsterdam, The Hague, Rotterdam or Utrecht,
at the discretion of the Executive Board.




Article 31. Admission to General Meetings of Shareholders.





	1.	 	Provided the requirements set out below in this article are fulfilled, each shareholder and
each holder of depositary receipts shall be entitled to attend and address the meeting, either
in person or represented by a proxy




14









 






	 	 	appointed in writing; shareholders shall also be entitled
to vote at the meeting.
	 
	2.	 	Holders of registered shares wishing to attend the meeting shall send written notice of their
intention, or the instrument appointing their proxies, to an address to be determined by the
Executive Board and approved by the Supervisory Board, as stated in the notice of the meeting,
by the date determined by the Executive Board as also stated in the notice of meeting, which
date shall not be earlier than the seventh day before the date of the meeting. The requirement
referred to in the first sentence of this paragraph
shall not apply to holders of cumulative preference shares or to the trust office referred
to in Article 17.
	 
	3.	 	The Executive Board shall be authorised for an indefinite period to set a registration date
as referred to in Section 119 of Book 2 of the Netherlands Civil Code. If this authority is
exercised, the provisions of subsection 3 of said section shall also apply even if the
provisions of these Articles of Association are departed from — with due observance of the
provisions of said section — in their application.
	 
	4.	 	A person named in a written statement by an affiliated institution within the meaning of the
Wet giraal effectenverkeer (Securities Giro Transfer Act), to the effect that:






	 	a.	 	the stated number of depositary receipts are part of its aggregate
collective stock deposit; and
	 
	 	b.	 	if the Executive Board has not set a registration date, the person named in
the statement is the holder of the stated number of depositary receipts and will
remain so until after the meeting; or
	 
	 	c.	 	if the Executive Board has set a registration date, the person named in the
statement was the holder of the stated number of depositary receipts on the
registration date, shall be deemed to be the holder of depositary receipts which form
part of an aggregate or central collective stock deposit, provided that the relevant
statement is sent to an address to be determined by the Executive Board and approved
by the Supervisory Board, as stated in the notice of the meeting, by the date set by
the Executive Board and as also stated in the notice of meeting. Instruments
appointing proxies for depositary receipt holders shall also be sent to the
aforementioned address no later than the date determined by the Executive Board and
stated in the notice of meeting.






	5.	 	Subject to the approval of the Supervisory Board, the Executive Board may determine that
entitlements to attend meetings as referred to in paragraph 1 of this article may be exercised
by electronic means. This shall in any event




15









 






	 	 	be subject to the requirement that the person
concerned can be identified by electronic means, is able to participate directly in the
proceedings of the meeting and is able to exercise the right to vote. The Executive Board may
also determine that the electronic means of communication used should also make it possible to
take part in the deliberations.
	 
	6.	 	The Executive Board may lay down further conditions concerning the use of electronic means of
communication as referred to in paragraph 5 of this article. These conditions shall be
announced in the notice of the meeting. The above shall be without prejudice to the ability of
the chairman to take
such measures as he sees fit in the interests of the proper conduct of the meeting. Any
total or partial failure of the electronic means of communication used shall be the
responsibility of the shareholder or depositary receipt holder making use of such
communication.
	 
	7.	 	The admission of persons other than shareholders, depositary receipt holders and their
proxies and members of the Supervisory Board and Executive Board shall be at the discretion of
the chairman of the meeting.
	 
	8.	 	If a share forms part of a community of property, the rights attaching to the share may only
be exercised by the joint owners via a person appointed jointly by them in writing.
	 
	9.	 	Before being admitted to a meeting, a shareholder or depositary receipt holder or his proxy
shall sign an attendance register, stating his name and, if applicable, the number of votes he
is entitled to cast.
	 
	 	 	Where a shareholder or depositary receipt holder is
represented by a proxy, the name(s) of the person(s)
represented by the proxy shall also be stated. Subject to the
responsibility of the secretary of the company, the
aforementioned details of persons participating in the meeting
pursuant to Article 31 paragraph 5 or who have cast their vote
in the manner referred to in Article 33 paragraph 13 shall be
added to the attendance register. The company is authorised to
institute such verification procedures as it shall reasonably
deem to be required in order to determine the identity of
those present and, where applicable, that proxies have been
duly authorised.





Article 32. Chairmanship of the meeting and minutes.





	1.	 	The meetings shall be presided over by the chairman of the Supervisory Board or, in his
absence, by one of the other members of the Supervisory Board appointed by the Supervisory
Board.
	 
	2.	 	The minutes shall be kept by a person appointed by the chairman of the meeting.
	 
	3.	 	The minutes shall be adopted by the chairman of the meeting and by a shareholder or
depositary receipt holder appointed by the meeting and signed by the latter, the chairman and
the person appointed pursuant to




16









 






	 	 	paragraph 2 of this article. Barring evidence to the
contrary, the minutes shall thereafter serve as evidence vis-à-vis shareholders and depositary
receipt holders of what is stated therein.
	 
	4.	 	The provisions of paragraphs 2 and 3 of this article shall not be applicable if and to the
extent that a notarial record is made of the business transacted at the meeting.
	 
	5.	 	Without prejudice to the provisions of Section 13, subsections 3 and 4, of Book 2 of the
Netherlands Civil Code, all matters regarding admission to the General Meeting of
Shareholders, the exercise of voting rights, the result
of votes and all other matters relating to the
conduct of the meeting shall be at the discretion
of the chairman of the meeting in question.





Article 33. Voting rights and voting.





	1.	 	Only shareholders shall have voting rights.
	 
	2.	 	Each share confers the right to cast one vote.
	 
	3.	 	In determining how the shareholders vote, what proportion of the shareholders are present or
represented and what proportion of the share capital is present or represented, no account
shall be taken of shares in respect of which voting is prohibited by law.
	 
	4.	 	Except where a larger majority is prescribed by law or these Articles of Association,
resolutions of the General Meeting of Shareholders shall require an absolute majority of the
votes cast.
	 
	5.	 	The method of voting shall be determined by the chairman of the meeting, including orally, by
ballot, electronically or by acclamation.
	 
	6.	 	In the event of a tied vote on matters other than persons, the resolution shall be deemed to
have been defeated.
	 
	7.	 	Blank and invalid votes shall be deemed not to have been cast.
	 
	8.	 	In elections, a separate vote shall be held for each vacancy to be filled. If no candidate
obtains an absolute majority in the first vote, a second vote shall be held, but, if there is
a tie between persons appearing on a binding list of candidates, the person appearing earlier
on the list shall be elected. If no-one obtains an absolute majority in a second vote, a third
vote shall be held between the two candidates who together obtain the most votes.
	 
	9.	 	If, because of a tie between two or more candidates, the second vote fails to decide who is
to take part in the third ballot, intermediate votes shall be held between those candidates,
if necessary at one or more subsequent meetings at the discretion of the chairman, to
determine who is to take part in the third vote.
	 
	10.	 	In the event of a tie in an intermediate vote, further intermediate votes shall be held, if
necessary at a subsequent meeting at the discretion of the chairman, until an absolute
majority is obtained.




17









 






	11.	 	Unless provided otherwise by law or these Articles of Association, the validity of
resolutions shall not depend on the proportion of the share capital represented at the
meeting.
	 
	12.	 	Contrary to the provisions of Section 120, subsection 3 of Book 2 of the Netherlands Civil
Code, if a proposal to declare non-binding a nomination for appointment of a member of the
Executive Board or of the Supervisory Board receives at least an absolute majority of the
votes cast, but that majority does not represent at least one-third of the issued capital, a
second meeting shall be convened within a reasonable period to be determined by
the Supervisory Board at which meeting a resolution may be passed regardless of the issued
capital present or represented. The notice convening the second meeting shall state,
giving reasons, that a resolution may be passed regardless of the part of the issued
capital which is present or represented at that meeting.
	 
	13.	 	In the event that it makes use of the authorisation referred to in Article 31 paragraph 3,
the Executive Board may determine that votes may be cast electronically in advance of the
General Meeting of Shareholders. These votes will in such circumstances be treated on the same
basis as the votes cast at the meeting itself. Such votes may however not be cast any earlier
than the date of registration as referred to in Article 31 paragraph 3 as set when the meeting
was called or any later than determined in the notice to the meeting. Without prejudice to the
other provisions in Article 31 the notice shall state how and on what conditions shareholders
may exercise their rights prior to the meeting. The final sentence of Article 31 paragraph 6
shall apply mutatis mutandis.





Article 34. Meetings of holders of shares of a particular class.





	1.	 	The provisions of paragraph 2 of Article 28 and Articles 29 up to and including 33 shall
apply mutatis mutandis to meetings of holders of ordinary shares and holders of cumulative
preference shares, save that the holders of the other class of shares need not be notified of
such meetings and shall not be admitted to them.
	 
	2.	 	Provided the resolution is passed unanimously, a valid resolution may be adopted at a meeting
of holders of cumulative preference shares at which the entire issued capital in the form of
cumulative preference shares is represented, even if the procedures prescribed by law and
these Articles of Association for the convening and holding of such meetings have not been
complied with.
	 
	3.	 	Subject to the consent of the Executive Board, resolutions of the meeting of holders of
cumulative preference shares may also be adopted without holding a meeting, if the resolution
is supported unanimously by the written




18









 






	 	 	votes of all the holders of cumulative preference shares who are entitled to vote.





Article 35. Financial year, annual accounts and annual report.





	1.	 	The company’s financial year shall be concurrent with the calendar year.
	 
	2.	 	Within five months of the end of each financial year, save where that period has been
extended for a maximum of six months by the General Meeting of Shareholders on account of
special circumstances, the Executive Board shall prepare the annual accounts and deposit them
at the company’s office
and at a place in Amsterdam to be determined by the Supervisory Board, for inspection by
shareholders and depositary receipt holders.
	 
	 	 	The Executive Board shall also present the annual report within the same period.
	 
	3.	 	The annual accounts shall be signed by all the members of the Executive Board and all the
members of the Supervisory Board; if the signature of one or more of them is missing, this
shall be stated and the reason shall be given.
	 
	4.	 	The annual accounts shall be adopted by the General Meeting of Shareholders.
	 
	 	 	When the resolution to adopt the annual accounts has been considered, a resolution
shall be brought before the General Meeting of Shareholders to ratify the actions of the
members of the Executive in respect of their management and those of the members of the
Supervisory Board in respect of their supervision of the management in the financial year,
to the extent that this is reflected in the financial statements or has been reported upon
at the General Meeting of Shareholders.
	 
	5.	 	The Executive Board shall ensure that the annual accounts, the annual report and the other
documents required by law are published, deposited at the company’s office and laid open for
inspection and that copies are available, all in accordance with the statutory provisions.





Article 36. Expert examination.





	1.	 	The company shall engage a registeraccountant or other suitably qualified auditor to examine
the annual accounts. It may alternatively engage an organisation in which suitably qualified
auditors work together.
	 
	2.	 	The General Meeting of Shareholders shall be authorised to appoint the auditor. If it fails
to do so, the Supervisory Board shall be authorised to appoint the auditor, failing which that
responsibility shall fall to the Executive Board.
	 
	3.	 	The auditor shall report on his examination to the Supervisory Board and the Executive Board.




19









 






	4.	 	The auditor shall present the result of his examination in a report indicating whether the
annual accounts present a true and fair view.
	 
	5.	 	The annual accounts shall not be adopted if the General Meeting of Shareholders has been
unable to take cognisance of the auditor’s report which is to be appended to the annual
accounts, unless a legitimate reason for the absence of the auditor’s report is given in the
other information.





Article 37. Profit appropriation, reserves and distributions.





	1.	 	The company may make distributions to the shareholders to the extent permitted by law.
	 
	2.	 	No distribution of profit may be made before adoption of the annual accounts showing that
distribution is permissible.
	 
	3.	 	Out of the profit shall if possible first be distributed a dividend on the cumulative
preference shares amounting to the percentage referred to below of the amount compulsorily
paid up or yet to be paid up on the cumulative preference shares at the start of the financial
year to which the distribution relates or, if the cumulative preference shares have been
subscribed for in the course of the financial year, on the date on which the shares were
subscribed for. The percentage referred to above shall be two and a half points above the
time-weighted average of the Euro OverNight Index Average (EONIA) as calculated by the
European Central Bank for the financial year to which the distribution relates. If the amount
compulsorily paid up on the cumulative preference shares is reduced or, pursuant to a
resolution to make a further call on shares, increased, the distribution shall be reduced or
if possible increased, respectively, by an amount equal to the aforementioned percentage of
the reduction or increase, calculated from the date of the reduction or the date on which the
capital call is payable. If and to the extent that the profit is not sufficient to make the
distribution referred to in the first sentence in full, the shortfall shall be paid out of the
reserves provided this is not in breach of the provisions of paragraph 1 of this article. If
and to the extent that the distribution referred to in the first sentence cannot be made from
the reserves, profits in subsequent years shall first be applied for distributions to the
holders of cumulative preference shares to make up the shortfall, before the provisions of the
following paragraphs of this article are applied. No distributions shall be made on the
cumulative preference shares other than those provided for in this article and in Articles 38
and 41. If annual accounts showing that distribution of profit is permissible are adopted for
a financial year in which one or more cumulative preference shares have been redeemed, the
holders of these cumulative preference shares at the time of said redemption according to the
register referred to in Article 7 shall have an inalienable right to distribution




20









 






		 	of profit as referred to below. The profit to be distributed if possible to such holder(s) shall be equal
to the distribution to which they would have been entitled by virtue of the provisions of the
first sentence of this paragraph if they had still been holders of the cumulative preference shares
at the time of the declaration of the profit, reduced pro rata relative to the period
of the said financial year for which they held these cumulative preference shares, less the
amount of the distribution made in accordance with the provisions of Article 38, paragraph 4.
If an issue of cumulative preference shares takes place in the course of a financial year, the
dividend payable on those
cumulative preference shares for that financial year shall be reduced pro rata relative to
the date of issue.
	 
	4.	 	The Executive Board shall determine, subject to the approval of the Supervisory Board, what
part of the profit remaining after application of the provisions of paragraph 3 of this
article is to be appropriated to reserves.
	 
	5.	 	Without prejudice to the provisions of paragraph 9 of this article, the profit remaining
after application of the provisions of the preceding paragraphs shall be at the disposal of
the General Meeting of Shareholders.
	 
	6.	 	Without prejudice to the provisions of Article 38, the General Meeting of Shareholders shall
be authorised to resolve, on a motion of the Executive Board which has been approved by the
Supervisory Board, to make a distribution from reserves to the holders of ordinary shares.
	 
	7.	 	Entitlement to dividend or other form of distribution on an ordinary share or a cumulative
preference share shall vest in the person in whose name the relevant share is registered on a
date determined by the Executive Board with the approval of the Supervisory Board, which may
be different for each of the aforementioned classes of share. The date for ordinary shares for
which registered depositary receipts have been issued and in which trading is permitted, with
the cooperation of the company, via a stock exchange or similar institution in a country other
than the Netherlands may be different from the date for the other ordinary shares. Each date
determined in this way shall be announced in accordance with the regulations applicable to the
company.
	 
	8.	 	The Executive Board may, with the approval of the Supervisory Board, determine that a
distribution in cash on ordinary shares for which registered depositary receipts have been
issued and in which trading is permitted, with the cooperation the company, via a stock
exchange or similar institution in a country other than the Netherlands shall be paid in the
currency of the country concerned, unless the company is prevented from doing so by government
measures or other circumstances beyond its control. If a distribution is made in a foreign
currency pursuant to the provisions of the




21









 






	 	 	preceding sentence, it shall be converted for that
purpose at the exchange rate on a date to be determined by the Executive Board with the
approval of the Supervisory Board. That date shall not be before the date of adoption of the
resolution to make the distribution nor after the date determined pursuant to the provisions
of Article 39, paragraph 1, for the relevant shares. Each date determined in this way shall be
announced in accordance with the regulations applicable to the company.
	 
	9.	 	If the Executive Board has been designated as a body authorised to resolve to issue shares in
accordance with the provisions of Article 12, it shall be
authorised, with the approval of the Supervisory Board, to determine that, instead of in
cash, a distribution on ordinary shares shall be made in the form of ordinary shares or to
determine that the holders of ordinary shares shall be given the choice of receiving the
distribution in cash or in the form of ordinary shares. The terms on which that choice is
given shall be determined by the Executive Board, with the approval of the Supervisory
Board. If, in any financial year, the method by which distributions are made departs from
the distribution policy applied by the company in the preceding financial years, the
Executive Board shall explain the reasons in the annual report, unless the shareholders
are given the choice of receiving the distribution in cash or in shares in that financial
year.
	 
	10.	 	Shares which the company holds in its own capital shall not be taken into account in
calculating the distribution of profit, unless such shares are subject to a pledge or
usufruct.





Article 38. Interim dividends.





	1.	 	The Executive Board shall be authorised, with the approval of the Supervisory Board, to make
interim distributions on one or both classes of shares.
	 
	2.	 	An interim distribution may only be made if the requirement of paragraph 1 of Article 37 has
been fulfilled, as evidenced by an interim statement of assets and liabilities drawn up in
accordance with the statutory requirements.
	 
	3.	 	The provisions of paragraph 9 of Article 37 shall apply mutatis mutandis to interim
distributions.
	 
	4.	 	If cumulative preference shares are redeemed, a distribution shall be made on the cancelled
cumulative preference shares on the date of redemption, calculated in accordance with the
provisions of paragraph 3 of Article 37, in respect of the period for which no distribution
has been made, up to the date of redemption, provided the requirements of paragraph 1 of
Article 37 have been fulfilled, as evidenced by an interim statement of assets and liabilities




22









 






	 	 	drawn up in such a case by the Executive Board in accordance with the statutory requirements.





Article 39. Payment and forfeiture.





	1.	 	Distributions shall be due and payable with effect from a date set by the Executive Board,
with the approval of the Supervisory Board, which may be different for distributions on
ordinary shares and distributions on cumulative preference shares. The date on which the
distribution on ordinary shares first becomes due and payable may, in the case of ordinary
shares for which registered depositary receipts have been issued and in which trading is
permitted, with the cooperation the company, via a stock exchange or
similar institution in a country other than the Netherlands, be different from the date
for the other ordinary shares. Each date determined in this way shall be announced in
accordance with the regulations applicable to the company.
	 
	2.	 	The shareholder’s claim to the distribution shall lapse five years from the beginning of the
second day after the day on which the distribution becomes due.





Article 40. Amendment of the Articles of Association.





	1.	 	The General Meeting of Shareholders shall be authorised to resolve to amend these Articles of
Association, provided the resolution is adopted on a motion of the Executive Board which has
been approved by the Supervisory Board. Such a resolution of the General Meeting of
Shareholders shall require a majority of at least two-thirds of the votes cast at a General
Meeting of Shareholders at which at least two-thirds of the issued capital is represented.
	 
	2.	 	A notarial deed embodying the amendment to the Articles of Association shall be drawn up,
failing which the amendment shall be null and void.





Article 41. Winding up and liquidation.





	1.	 	The General Meeting of Shareholders shall be authorised to resolve to wind up the company,
provided the resolution is adopted on a motion of the Executive Board which has been approved
by the Supervisory Board. Such a resolution of the General Meeting of Shareholders shall
require a majority of at least two-thirds of the votes cast at a General Meeting of
Shareholders at which at least two-thirds of the issued capital is represented.
	 
	2.	 	If a resolution to wind up the company is adopted, the liquidation shall be conducted by the
Executive Board under the supervision of the Supervisory Board, unless other liquidators are
appointed by the Supervisory Board.
	 
	3.	 	The provisions of these Articles of Association shall remain in force as far as possible
during the liquidation.




23









 






	4.	 	The company’s assets remaining after payment of all debts and liquidation costs shall be
divided as follows:






	 	a.	 	first, the holders of cumulative preference shares shall as far as possible
be paid an amount equal to the nominal amount paid on their cumulative preference shares
plus the percentage referred to in paragraph 3 of Article 37 of the amount
compulsorily paid on the cumulative preference shares, for each year or part of a
year in the period commencing on the day after the period in respect of which the
last dividend was paid and ending on the date of the distribution on cumulative
preference shares referred to in this article;
	 
	 	b.	 	the company’s assets remaining after the application of the provisions of
sub-paragraph a. of this paragraph shall be distributed to the holders of ordinary shares
in proportion to the number of ordinary shares held by each of them.






24