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                                                                     EXHIBIT 1.1

                                                             DE BRAUW
                                                                    BLACKSTONE
                                                               WESTBROEK

                         UNOFFICIAL ENGLISH TRANSLATION
                         OF THE ARTICLES OF ASSOCIATION
                                       of:
                          James Hardie Industries N.V.
                        with corporate seat in Amsterdam,
                                 the Netherlands
                              dated 5 November 2003

DEFINITIONS.

ARTICLE 1.

Capitalised terms used in these articles of association shall have the following
meaning:

ARTICLES                these articles of association;

ASX                     The Australian Stock Exchange Limited;

BUSINESS DAY(S)         Monday to Friday inclusive, except New Year's Day, Good
                        Friday, Easter Monday, Christmas Day, Boxing Day, and
                        any other day that ASX declares is not a business day;

CEO                     the member of the Managing Board who has been appointed
                        as chief executive officer pursuant to article 15.1 of
                        these Articles;

CHESS                   Clearing House Electronic Sub-Register System as such
                        term is defined in the SCH Business Rules;

COMPANY                 James Hardie Industries N.V.;

CORPORATIONS ACT        Australian Corporations Act 2001 (Cth) and the rules
                        and regulations issued pursuant thereto, as re-enacted,
                        amended or modified from time to time;

CUFS(S)                 any CHESS Unit(s) of Foreign Securities as defined in
                        the SCH Business Rules and the Corporations Act and
                        which are issued or made available in respect of
                        Share(s);

CUFS HOLDER(S)          any record owner of CUFS(s) according to the terms and
                        conditions of the SCH Business Rules and the
                        Corporations Act;

GENERAL MEETING         as the context may require, the corporate body (orgaan)
                        comprising Shareholders who are entitled to vote and
                        others persons who are entitled to vote, or the meeting
                        (bijeenkomst) of the Shareholders and other persons who
                        are entitled to attend such meetings;

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INFORMATION MEETING     the information meeting to be held in advance of each
                        General Meeting pursuant to article 36 of these
                        Articles;

JOINT BOARD             the board as composed or re-instituted in accordance
                        with article 27 of these Articles;

JOINT BOARD RULES       the rules governing the internal organisation of the
                        Joint Board (gecombineerde raad reglement) as may be
                        adopted pursuant to article 27 of these Articles;

JOINT HOLDER(S)         in respect of an asset, any person who jointly together
                        with one or more other participants (deelgenoten) holds
                        legal title to such asset;

LAW                     unless provided otherwise in these Articles, the law of
                        the Netherlands;

LISTING RULES           the listing rules of the ASX as amended or modified from
                        time to time;

MANAGEMENT RULES        the rules governing the internal organisation of the
                        Managing Board (directiereglement) as may be adopted
                        pursuant to article 15 of these Articles;

MANAGING BOARD          the managing board as appointed and composed in
                        accordance with article 14 of these Articles;

PRESCRIBED RATE         the base rate charged by the Company's principal banker
                        to corporate customers from time to time in respect of
                        overdraft loans in excess of one hundred thousand United
                        States dollars ($100,000) calculated on a daily basis
                        and a year of three hundred and sixty-five (365) days;

SHARE(S)                any share(s) comprised in the authorised share capital
                        of the Company pursuant to article 4.1. of these
                        Articles;

SHAREHOLDER(S)          any person who by Law holds legal title (juridisch
                        gerechtigde) to the Shares;

SHAREHOLDER'S RIGHTS    the right to vote on Shares, the right to receive
                        dividends and other distributions on Shares and the
                        right to participate in any General Meeting;

SCH                     the Securities Clearing House as defined in, and so
                        designated pursuant to, section 779B of the Corporations
                        Act;

SCH BUSINESS RULES      the Australian law governed business rules of SCH
                        governing inter alia the CUFSs;

SUPERVISORY BOARD       the supervisory board as appointed and composed in
                        accordance with article 22 of these Articles;

SUPERVISORY RULES       the rules governing the internal organisation of the
                        Supervisory Board (commissarissen reglement) as may

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                        be adopted pursuant to article 23 of these Articles;

USUFRUCT                the right to use (gebruiken), and receive the proceeds
                        of (de vruchten genieten van), another person's assets.

NAME. SEAT.

ARTICLE 2.

The name of the Company is: JAMES HARDIE INDUSTRIES N.V.

Its corporate seat is in Amsterdam.

OBJECTS.

ARTICLE 3.

The objects of the Company are:

a.       to participate in, to take an interest in any other way in and to
         conduct the management of business enterprises of whatever nature;

b.       to raise funds by the issues of debt or equity or in any other way and
         to finance third parties;

c.       to provide guarantees, including guarantees for debts of third parties,

and to perform all activities which are incidental to or which may be conducive
to, or connected with, any of the foregoing.

SHARE CAPITAL. ISSUANCE OF SHARES. PRE-EMPTIVE RIGHTS.

ARTICLE 4.

4.1.     The authorised share capital of the Company amounts to one billion one
         hundred and eighty million euro (EUR 1,180,000,000). It is divided into
         two billion (2,000,000,000) shares of fifty-nine eurocents (EUR 0.59)
         each.

4.2.     The Supervisory Board shall have the power to resolve upon the issue of
         Shares and to determine the price and further terms and conditions of
         such share issue, if and in so far as the Supervisory Board has been
         designated by the General Meeting as the authorised corporate body
         (orgaan) for this purpose. A designation as referred to above shall
         only be valid for a specific period of not more than five years and may
         from time to time be extended with a period of not more than five
         years.

4.3.     If a designation as referred to in article 4.2 of these Articles is not
         in force, the General Meeting shall have power to resolve upon the
         issue of Shares, but only upon the proposal of and for a price and on
         such further terms and conditions to be determined by the Supervisory
         Board.

4.4.     In the event of an issue of Shares, the Shareholders shall have a
         pre-emptive right in proportion to the number of Shares held by them.
         Should a Shareholder not or not fully exercise his pre-emptive right,
         the remaining Shareholders shall be similarly entitled to pre-emptive
         rights in respect of the Shares that have not been claimed.

         If the latter collectively do not or do not fully exercise their
         pre-emptive rights, the Supervisory Board, and if a designation as
         referred to in article 4.2 of these Articles is not in force, the
         General Meeting, shall be due to decide to whom the Shares which have
         not been claimed shall be issued and such issue may be made at a higher
         price. There shall be no pre-emptive right to Shares issued against a
         contribution other than in cash or issued to employees of the Company
         or of a group company. The Company shall notify all Shareholders of an
         issue of Shares in respect of which pre-emption rights

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         exist and of the period of time within which such rights may be
         exercised with due observance of article 10.2 of these Articles.

         The Supervisory Board shall have the power to limit or exclude any
         pre-emptive rights to which Shareholders shall be entitled, but only if
         and in so far as it has been granted such authority by the General
         Meeting, and provided further that the Supervisory Board can only
         exercise such authority if at that time it also has authority to
         resolve upon the issue of Shares. The provisions in the second sentence
         of article 4.2 of these Articles shall equally apply.

4.5.     If a designation as referred to in article 4.2 of these Articles is not
         in force, the General Meeting shall have power to limit or exclude any
         pre-emptive rights to which Shareholders shall be entitled, but only
         upon the proposal of the Supervisory Board.

4.6.     This article 4 shall equally apply to the granting of rights to
         subscribe for Shares (such as stock options), but shall not apply to
         the issue of Shares to a person who exercises a previously acquired
         right to subscribe for Shares, in which case no pre-emptive right
         exists (and no further action pursuant to articles 4.2 and 4.3 of these
         Articles shall be required).

ISSUANCE PRICE. PAYMENT ON SHARES. CALLS ON SHARES.

ARTICLE 5.

5.1.     Without prejudice to what has been provided in section 2:80, subsection
         2 Dutch Civil Code, Shares shall at no time be issued below par. Upon
         subscription of a Share, the amount to be paid thereon shall be equal
         to the nominal value of such Share and - if such Share is subscribed
         for a higher amount - the difference between such amounts. It may be
         stipulated that a part of the nominal value, not exceeding
         three-fourths (3/4) thereof, shall be due for payment after the Company
         has so called for it to be paid.

5.2.     Calls on Shareholders in respect of any part of the nominal value
         unpaid on the Shares pursuant to article 5.1. shall be made with due
         observance of the following:

         a.       the Joint Board may cause the Company to call at any time on
                  Shareholders in respect of any part of the nominal value
                  unpaid on the Shares which is not by the terms of issue of
                  those Shares made payable at fixed times;

         b.       each Shareholder shall, on receiving at least fourteen (14)
                  days' notice specifying the time and place of payment, pay to
                  the Company at the time and place so specified the amount
                  called on the Shareholder's Shares;

         c.       the Joint Board may revoke or postpone a call;

         d.       a call may be required to be paid by instalments;

         e.       a call is made at such time or times specified in the
                  resolution of the Joint Board authorising the call.

5.3.     If and so long as the Shares are quoted on the ASX, calls shall be
         made, and notice of those calls given, in accordance with the Listing
         Rules.

5.4.     Joint Holders of a Share are jointly and severally liable to pay any
         call in respect of the Share.

5.5.     If a sum called or otherwise payable to the Company in respect of a
         Share is not paid before or on the date fixed for payment, the
         Shareholder from whom such sum is due shall pay:

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         a.       interest on the sum from the day fixed for payment of the sum
                  to the time of actual payment at a rate determined by the
                  Joint Board but not exceeding the sum of the Prescribed Rate
                  plus five per cent (5%); and

         b.       any costs and expenses incurred by the Company by reason of
                  non-payment or late payment of the sum.

5.6.     The Joint Board may waive payment of some or all of the interest or
         costs and expenses as referred to in article 5.5 under b, wholly or in
         part.

5.7.     Any sum that, under the terms of issue of a Share, becomes payable at a
         fixed date shall, for the purposes of these Articles, be taken to be
         duly called and payable on the date on which under the terms of issue
         the sum becomes payable.

5.8.     The Joint Board may accept from a Shareholder the whole or a part of
         the amount unpaid on a Share even if that amount has not been called.
         The Joint Board may authorise payment by the Company of interest on the
         whole or any part of an amount accepted under this article 5.8 until
         the amount becomes payable, at a rate, not exceeding the Prescribed
         Rate, which is agreed between the Joint Board and the Shareholder
         paying the sum. At the time the amount accepted under this article 5.8
         becomes payable pursuant to a call by the Company, the Company shall
         treat and accept the amount so paid in advance by the Shareholder as a
         payment on Shares and shall off set (verrekenen) the amount payable by
         the Company to the Shareholder pursuant to the first sentence of this
         Article 5.8. against the amount payable by the Shareholder to the
         Company pursuant to the call. The Joint Board may at any time repay the
         whole or any part of any amount paid in advance on serving the
         Shareholder with one (1) month's notice of its intention to do so.

5.9.     Payments on Shares must be made in cash to the extent that no other
         contribution has been agreed upon. If the Company so agrees, payment in
         cash can be made in a currency other than in Euro.

5.10.    A Shareholder shall not be entitled to vote at a General Meeting unless
         all calls and other sums presently payable by the Shareholder in
         respect of any of his Shares have been paid.

ACQUISITION BY THE COMPANY OF SHARES. CANCELLATION OF SHARES AND CAPITAL
REDUCTION.

ARTICLE 6.

6.1.     The Company may acquire Shares for valuable consideration if and in so
         far as:

         a.       its shareholders equity (eigen vermogen) less the purchase
                  price to be paid by the Company for such Shares is not less
                  than the aggregate amount of the paid up and called up share
                  capital and the reserves which must be maintained by Law;

         b.       the aggregate par value of the Shares which the Company
                  acquires, already holds or on which it holds a right of
                  pledge, or which are held by a subsidiary of the Company,
                  amounts to no more than one-tenth of the aggregate par value
                  of the issued share capital; and

         c.       the General Meeting has authorised the Managing Board to
                  acquire such shares, which authorisation shall be valid for no
                  more than eighteen months on each occasion,

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         subject to any further applicable statutory provisions and the
         provisions of these Articles and the Listing Rules.

6.2.     Shares thus acquired may again be disposed of by the Company.
         Notwithstanding what has been provided in article 6.1, the Managing
         Board shall not cause the Company to acquire Shares or dispose of such
         Shares other than at the proposal of the Joint Board. If depositary
         receipts for Shares have been issued, such depositary receipts shall
         for the application of the provisions of articles 6.1 and 6.2 be
         treated as Shares. In addition, CUFSs shall for the application of the
         provisions of articles 6.1 and 6.2 be treated as Shares.

6.3.     In the General Meeting no votes may be cast in respect of any Share
         held by the Company or by a subsidiary of the Company. No votes may be
         cast in respect of any Share if (i) the depositary receipt for such
         Share, or (ii) the CUFS issued in respect thereof is held by the
         Company or by a subsidiary of the Company. However, the holders of a
         right of Usufruct and the holders of a right of pledge (pandrecht) on
         Shares held by the Company or by a subsidiary of the Company, are
         nonetheless not excluded from the right to vote such Shares, if the
         right of Usufruct or the right of pledge was granted prior to the time
         such Shares were acquired by the Company or by a subsidiary of the
         Company. Neither the Company nor a subsidiary of the Company may cast
         votes in respect of a Share on which it holds a right of Usufruct or a
         right of pledge.

         Shares in respect of which voting rights may not be exercised by Law or
         pursuant to these Articles shall not be considered outstanding or
         otherwise taken into account when determining to what extent the
         Shareholders have cast their votes, to what extent Shareholders are
         present or represented at the General Meeting or to what extent the
         share capital is provided or represented.

6.4.     Upon the proposal of the Joint Board the General Meeting shall have
         power to decide to cancel Shares acquired by the Company or depositary
         receipts of which were acquired by the Company or to reduce the share
         capital in another manner, subject however to applicable statutory
         provisions.

6.5.     A partial repayment or release must be made pro rata to all Shares. The
         pro rata requirements may be waived by agreement of all Shareholders.

SHARES. SHARE CERTIFICATES.

ARTICLE 7.

7.1.     Shares shall be issued in registered form only.

7.2.     Shares shall be available in the form of an entry in the share register
         with or without the issue of a share certificate, which share
         certificate shall consist of a main part (mantel) only. Share
         certificates will, at the discretion of the Joint Board, be issued upon
         the request of a Shareholder.

7.3.     Share certificates shall be available in such denominations as the
         Joint Board shall determine.

7.4.     All share certificates shall be signed on behalf of the Company by one
         or more members of the Managing Board with due observance of article
         18.1 of these Articles; the signature may be effected by printed
         facsimile. In addition, all share certificates may be signed on behalf
         of the Company by one or more persons designated by the Managing

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         Board for that purpose.

7.5.     All share certificates shall be identified by numbers and/or letters.

7.6.     The Joint Board can determine that for the purpose to permit or
         facilitate trading of Shares at a foreign stock exchange, share
         certificates shall be issued in such form as the Joint Board may
         determine, in order to comply with the Listing Rules.

7.7.     The expression "share certificate" as used in these Articles shall
         include a share certificate in respect of more than one share.

MISSING OR DAMAGED SHARE CERTIFICATES.

ARTICLE 8.

8.1.     Upon written request by or on behalf of a Shareholder, and further
         subject to such conditions as the Joint Board may deem appropriate,
         missing or damaged share certificates may be replaced by new share
         certificates bearing the same numbers and/or letters, provided the
         Shareholder who has made such request, or the person making such
         request on his behalf, provides satisfactory evidence of his title and,
         in so far as applicable, the loss of the share certificates to the
         Joint Board.

8.2.     If, as and when the Joint Board deems such appropriate, the replacement
         of missing share certificates may be made subject to the publication of
         the request also stating the numbers and/or letters of the missing
         share certificates, in at least three daily published newspapers to be
         designated by the Joint Board.

8.3.     The issue of a new share certificate shall render the share
         certificates that it replaces invalid.

8.4.     The issue of new certificates may in appropriate cases, at the
         discretion of the Joint Board, be published in newspapers to be
         indicated by the Joint Board.

SHARE REGISTER. OTHER REGISTERS.

ARTICLE 9.

9.1.     With due observance of the applicable statutory provisions in respect
         of registered shares, a share register shall be kept by or on behalf of
         the Company, which register shall be regularly updated and, at the
         discretion of the Joint Board, may, in whole or in part, be kept in
         more than one copy and at more than one address.

         Part of the register may be kept abroad in order to comply with
         applicable foreign statutory provisions or the Listing Rules.

9.2.     Each Shareholder's name, his address and such further information as
         required by Law and such further information as the Joint Board deems
         appropriate, whether at the request of a Shareholder or not, shall be
         recorded in the share register.

9.3.     The form and the contents of the share register shall be determined by
         the Joint Board with due observance of the provisions of articles 9.1
         and 9.2 of these Articles.

9.4.     Upon his request a Shareholder shall be provided with written evidence
         of the contents of the share register with regard to the Shares
         registered in his name free of charge, and the statement so issued may
         be validly signed on behalf of the Company by a person to be designated
         for that purpose by the Managing Board.

9.5.     The provisions of articles 9.2 through 9.4 inclusive of these Articles
         shall equally apply to persons who hold a right of Usufruct or a right
         of pledge on one or more shares.

9.6.     The Joint Board shall have power and authority to permit inspection of
         the share register

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         and to provide information recorded therein as well as any other
         information regarding the direct or indirect shareholding of a
         Shareholder of which the Company has been notified by that Shareholder
         to the authorities entrusted with the supervision and/or implementation
         of the trading of CUFSs on the ASX.

9.7.     The Company shall establish and maintain any such registers as required
         to be established and maintained by it under the Corporations Act, the
         Listing Rules or the SCH Business Rules, including but not limited to a
         register of debenture holders and of option holders.

9.8.     The Joint Board shall have power and authority to permit auditing of
         the Company's registers at such intervals, and by such persons in such
         manner, as required by the Listing Rules and the SCH Business Rules.

NOTICES.

ARTICLE 10.

10.1.    Notices of meetings and notifications which by Law or pursuant to these
         Articles must be made to Shareholders shall be given by way of an
         announcement in a nationally distributed newspaper in the Netherlands
         and by at least one of the following means, determined at the
         discretion of the Joint Board:

         a.       serving it on the Shareholder personally; or

         b.       sending it by post to the Shareholder's address as shown in
                  the share register or other registers as mentioned in article
                  9 of these Articles or the address supplied by the Shareholder
                  to the Company for the giving of notices; or

         c.       transmitting it to the fax number supplied by the Shareholder
                  to the Company for the giving of notices; or

         d.       transmitting it electronically to the electronic mail address
                  given by the Shareholder to the Company for the giving of
                  notices; or

         e.       serving it in any manner contemplated in this article 10.1 on
                  a Shareholder's attorney as specified by the Shareholder in a
                  notice given pursuant to article 10.4.

10.2.    Without prejudice to the provisions of article 10.1, the Company shall
         notify all Shareholders of an issue of Shares in respect of which
         pre-emption rights exist and of the period of time within which such
         rights may be exercised by way of an advertisement in the National
         Gazette (Staatscourant) and in a nationally distributed newspaper in
         the Netherlands, unless the notification to all Shareholders takes
         place in writing to the address as supplied by the Shareholder to the
         Company for the giving of notices as referred to in article 10.1. under
         b.

10.3.    Any Shareholder who failed to leave his address or update the Company
         on any change of address is not entitled to receive any notice but the
         Company may elect to serve such notices to any fax number or an
         electronic mail address notified by the Shareholder to the Company.

10.4.    A Shareholder may, by written notice to the Company left at or sent to
         the registered office, request that all notices to be given by the
         Company be served on the Shareholder's attorney at an address specified
         in the notice and the Company may do so in its discretion.

10.5.    Notices to a Shareholder whose address for notices is outside the
         country from where

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         the notice is sent, shall be sent by airmail, air courier, fax or
         electronic mail.

10.6.    Where a notice is sent by post, airmail or air courier, service of the
         notice shall, to the fullest extent permitted by Law, be taken to be
         effected by properly addressing and posting or delivering to the air
         courier a letter containing the notice and to have been effected on the
         day after the date of its posting or delivery to the air courier.

10.7.    In proving service of any notice it will be sufficient to prove that
         the letter containing the notice was properly addressed and put into
         the post office or other public postal receptacle or delivered to the
         air courier.

10.8.    Where a notice is sent by fax or electronic transmission, service of
         the notice shall, to the fullest extent permitted by Law, be taken to
         be effected by properly addressing and sending or transmitting the
         notice and to have been effected on the day it is sent.

10.9.    A notice may be given by the Company to a person entitled to a Share in
         consequence of the death or bankruptcy of a Shareholder:

         a.       by serving it on the person personally;

         b.       by sending it by post addressed to the person by name or by
                  the title of representative of the deceased or assignee of the
                  bankrupt or by any like description at the address (if any)
                  supplied for the purpose by the person;

         c.       if such an address has not been supplied, at the address to
                  which the notice might have been sent if the death or
                  bankruptcy had not occurred;

         d.       by transmitting it to the fax number supplied by the person to
                  the Company; or

         e.       if such a fax number has not been supplied, by transmitting it
                  to the fax number to which the notice might have been sent if
                  the death or bankruptcy had not occurred; or

         f.       by transmitting it to the electronic mail address supplied by
                  the person to the Company.

10.10.   Unless provided otherwise in these Articles where a period of notice is
         required to be given, the day on which the notice is deemed to be
         served will, but the day of doing the act or other thing will not be
         included in the number of days or other period.

10.11.   Notifications which by Law or under these Articles are to be addressed
         to the General Meeting may take place by including the same in the
         notice of the General Meeting or in a document which has been made
         available for inspection at the offices of the Company, provided this
         is mentioned in the notice of the meeting.

10.12.   Notices of meetings and notifications which by Law or pursuant to these
         Articles must be made to Shareholders shall also be given to CUFS
         Holder(s) provided the Shares are quoted on the ASX, any other persons
         entitled by Law to attend a General Meeting and to any other person to
         whom the Company is required to give notice under the Listing Rules,
         and any reference to Shareholder(s) in this article 10 must be read as
         a reference to CUFS Holder(s), any such person(s) entitled by Law to
         attend a General Meeting and to any such other person to whom the
         Company is required to give notice under the Listing Rules, with such
         notices and notifications to be written in the English language and any
         other language determined by the Company.

10.13.   Any notice as referred to in article 10.1 through article 10.12
         inclusive, will be sent with due observance of the Listing Rules.

10.14.   Notifications of Shareholders and other notifications to be addressed
         to the Managing

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         Board, the Supervisory Board or the Joint Board shall be sent by letter
         to the office of the Company or to the addresses of all members of the
         Managing Board, the Joint Board or the Supervisory Board.

TRANSFER OF REGISTERED SHARES.

ARTICLE 11.

11.1.    The transfer of title to the Shares or the transfer of title to or a
         termination of a right of Usufruct on Shares or the creation or release
         of a right of Usufruct or of a right of pledge on Shares shall be
         effected by way of a written instrument and in accordance with the
         (further) provisions set forth in section 2:86, or, as the case may be,
         section 2:86c Dutch Civil Code. In addition, upon the transfer of a
         Share in respect of which a share certificate has been issued, such
         share certificate must be delivered to the Company. The Company can
         acknowledge the transfer of a Share in respect of which a share
         certificate has been issued by endorsement on the share certificate or
         by issuance of a new share certificate to the transferee, at the
         discretion of the Managing Board.

11.2.    If the transfer concerns Shares that have not been fully paid-up the
         acknowledgement by the Company can only be made if the written
         instrument bears a fixed date (authentieke of geregistreerde
         onderhandse akte). After the transfer or allocation (toedeling) of
         partially paid up Shares, each of the previous Shareholders shall
         remain jointly and severally liable vis-a-vis the Company for the
         amount to be paid on the Shares transferred or allocated. The Managing
         Board together with the Supervisory Board could discharge any previous
         Shareholder from further joint and several liability by means of the
         execution of an authentic or registered private deed bearing a fixed
         date (authentieke of geregistreerde onderhandse akte); in such case the
         joint and several liability of the previous Shareholder will remain to
         exist for payments called for within one year after the date on which
         said authentic or registered deed is executed.

11.3.    The provisions of article 11.1 shall equally apply to (i) the allotment
         of Shares in the event of a partition of any joint holding, (ii) the
         transfer of Shares as a consequence of foreclosure of a right of pledge
         and (iii) the creation or transfer of limited rights in rem on Shares.

11.4.    Any requests made pursuant to and in accordance with articles 8, 9 and
         11 may be sent to the Company at such address(es) as to be determined
         by the Managing Board, at all times including an address in the
         municipality or city where the ASX has its principal place of business.

FEES AND EXPENSES.

ARTICLE 12.

Without prejudice to article 9.4, the Company is authorised to charge such
amounts as may be determined by the Managing Board provided they do not exceed
cost price, to persons who have made a request pursuant to and in accordance
with articles 8, 9 and 11.

JOINT HOLDING.

ARTICLE 13.

If Shares, CUFSs or depositary receipts for Shares issued with the co-operation
of the Company are included in a joint holding, the Joint Holders may only be
represented vis-a-vis the Company by a person who has been designated by them in
writing for that purpose. The Joint Holders may

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also designate more than one person. If the joint holding comprises Shares, the
Joint Holders may determine at the time of the designation of the representative
or thereafter - but only unanimously - that, if a Joint Holder so wishes, a
number of votes corresponding to his interest in the joint holding will be cast
in accordance with his instructions.

MANAGING BOARD. NUMBER OF MEMBERS OF THE MANAGING BOARD.

APPOINTMENT.

ARTICLE 14.

14.1.    The Company shall be managed by the Managing Board comprising of at
         least two (2) more members under the supervision of the Supervisory
         Board. The number of members of the Managing Board shall be determined
         by the Supervisory Board.

14.2.    Other than the CEO, no member of the Managing Board shall hold office
         for a continuous period in excess of three (3) years or past the end of
         the third annual General Meeting following such member's appointment,
         whichever is the longer, without submitting for re-election. If no
         members of the Managing Board would otherwise be required to submit for
         re-election but the Listing Rules require that a member of the Managing
         Board is appointed, the member to retire at the end of the annual
         General Meeting will be the member, other than the CEO, who has been
         longest in office since their last appointment, but, as between
         persons, other than the CEO, who became a member of the Managing Board
         on the same day, the one to retire shall (unless they otherwise agree
         among themselves) be determined by lot.

         A member of the Managing Board retiring pursuant to this article 14.2
         shall be eligible for re-election and shall hold office as a member of
         the Managing Board until the end of the General Meeting at which such
         member retires.

14.3.    Members of the Managing Board shall be appointed by the General
         Meeting. If a member of the Managing Board is to be appointed, the
         Joint Board as well as any Shareholder shall have the right to make
         nominations.

14.4.    Nominations by Shareholders must be made no less than thirty-five (35)
         Business Days (or in the case the General Meeting is held at the
         request of one or more Shareholders thirty (30) Business Days) before
         the date of the General Meeting at which the appointment of members of
         the Managing Board is to be considered.

         The nominations shall be included in the notice of the General Meeting
         at which the appointment shall be considered. If nominations have not
         been made or have not been made in due time, this shall be stated in
         the notice and the General Meeting may appoint a member of the Managing
         Board at its discretion.

14.5.    Members of the Managing Board are not required to hold any Shares.

CHAIR OF THE MANAGING BOARD. CEO. ORGANISATION OF THE MANAGING BOARD. PREVENTED
FROM ACTING.

ARTICLE 15.

15.1.    The Supervisory Board shall appoint one of the members of the Managing
         Board as chair of the Managing Board.

         The Supervisory Board shall appoint one of the members of the Managing
         Board to hold the most senior executive position in the Company and
         such person shall have the title and role of chief executive officer or
         such other title as the Supervisory Board

<PAGE>

         determines, for the period and on the terms as the Supervisory Board
         thinks fit. Subject to the terms of any agreement entered into between
         the Company and the chief executive officer in a particular case, the
         Supervisory Board may at any time revoke such appointment.

15.2.    The appointment as chair or chief executive officer automatically
         terminates if the chair or the chief executive officer, respectively,
         ceases for any reason to be a member of the Managing Board.

15.3.    With due observance of these Articles, the Joint Board may adopt
         Management Rules and the Joint Board shall have authority to amend the
         Management Rules from time to time. Also, the Joint Board may divide
         the duties among the members of the Managing Board, whether or not by
         way of a provision to that effect in the Management Rules. The
         Management Rules may include directions to the Managing Board
         concerning the general financial, economic, personnel and social policy
         of the Company, to be taken into consideration by the Managing Board in
         the performance of its duties.

15.4.    In case one, more or all members of the Managing Board are prevented
         from acting or are failing, the Joint Board is authorised to designate
         a person temporarily in charge of management (belet en ontstentenis
         persoon). In case a member of the Managing Board is prevented from
         acting or is failing, the remaining member(s) of the Managing Board may
         also be temporarily responsible for the entire management. In case all
         members of the Managing Board are prevented from acting or are failing,
         the Joint Board shall temporarily be in charge of the management.
         Failing one or more members of the Managing Board the Joint Board shall
         take the necessary measures as soon as possible in order to have a
         definitive arrangement made.

RESOLUTIONS OF THE MANAGING BOARD. CONFLICT OF INTEREST.

ARTICLE 16.

16.1.    Resolutions of the Managing Board shall be validly adopted, if adopted
         by absolute majority of votes, in a meeting at which at least two (2)
         of the members of the Managing Board are present.

         In case of absence, a member of the Managing Board may issue a proxy
         only to another member of the Managing Board, provided however that a
         member of Managing Board can only act as proxy for not more than one
         other member of the Managing Board.

         Each member of the Managing Board has the right to cast one vote. In
         case of a tie vote, if more than two members of the Managing Board are
         present at the meeting, the chair of the Supervisory Board shall have a
         decisive vote. In case of a tie vote, if only two members of the
         Managing Board are present at the meeting, the proposal shall be
         rejected.

16.2.    The Managing Board may adopt its resolutions in writing without holding
         a meeting, provided that the proposals for such resolutions have been
         communicated in writing to all members of the Managing Board and no
         member of the Managing Board has objected to this method of adoption of
         a resolution.

16.3.    A certificate signed by a member of the Managing Board confirming that
         the Managing Board has adopted a particular resolution, shall
         constitute evidence of such resolution vis-a-vis third parties.

<PAGE>

16.4.    The Management Rules shall include provisions on the manner of
         convening board meetings and the internal procedure at such meetings.
         These meetings may be held by telephone conference communications, as
         well as by video communications, provided all participating members of
         the Managing Board can hear each other simultaneously.

16.5.    Without prejudice to article 16.6, a member of the Managing Board who
         has a material personal interest in a matter that relates to the
         affairs of the Company must give all of the other members of the
         Managing Board notice of his or her interest.

16.6.    A member of the Managing Board with a material personal interest in a
         matter that relates to the affairs of the Company is not required to
         give notice in the following circumstances:

         a.       if the interest:

                  (i)      arises because the member of the Managing Board is a
                           Shareholder of the Company and is held in common with
                           the other Shareholders of the Company; or

                  (ii)     arises in relation to the member's remuneration as a
                           member of the Managing Board; or

                  (iii)    relates to a contract the Company is proposing to
                           enter into that is subject to approval by the General
                           Meeting and will not impose any obligation on the
                           Company if it is not approved by the General Meeting;
                           or

                  (iv)     arises merely because the member of the Managing
                           Board is a guarantor or has given an indemnity or
                           security for all or part of a loan (or proposed loan)
                           to the Company; or

                  (v)      arises merely because the member of the Managing
                           Board has a right of subrogation in relation to a
                           guarantee or indemnity referred to above; or

                  (vi)     relates to a contract that insures, or would insure,
                           the member of the Managing Board against any
                           liability such member incurs or would incur as an
                           officer of the Company (but only if the contract does
                           not make the Company or a related company the
                           insurer); or

                  (vii)    relates to any payment by the Company or another
                           company in respect of an officer or any contract
                           relating to such an indemnity; or

                  (viii)   is in a contract, or proposed contract, with, or for
                           the benefit of, or on behalf of, another company and
                           arises merely because the member of the Managing
                           Board is a director of the other company; or

         b.       if all of the following conditions are met:

                  (i)      the member of the Managing Board has already given
                           notice of the nature and extent of the interest and
                           its relation to the affairs of the Company;

                  (ii)     if a person who was not a member of the Managing
                           Board at the time the notice above was given, is
                           appointed as a managing director and the notice was
                           given by that person; and

                  (iii)    the nature or extent of the interest has not
                           materially changed or increased from that disclosed
                           in the notice; or

         c.       if the member of the Managing Board has given a standing
                  notice of the nature and extent of the interest in accordance
                  with article 16.8 and that standing notice is still effective
                  in relation to the interest.

<PAGE>

16.7.    Notices of material personal interest given by a member of the Managing
         Board must:

         a.       give details of the nature and extent of the interest of the
                  member of the Managing Board and the relation of the interest
                  to the affairs of the Company;

         b.       be given at a meeting of the Managing Board as soon as
                  practicable after the member of the Managing Board becomes
                  aware of his or her interest in the matter; and

         c.       be recorded in the minutes of the meeting of the Managing
                  Board at which the notice is given.

16.8.    The standing notice referred to in article 16.6 under c:

         a.       may be given at any time and whether or not the matter relates
                  to the affairs of the company at the time the notice is given;

         b.       must give details of the nature and extent of the interest and
                  be given:

                  (i)      at a meeting of the Managing Board (either orally or
                           in writing); or

                  (ii)     to each of the other members of the Managing Board
                           individually in writing.

         c.       must be tabled at the next meeting of the Managing Board in
                  the event that it is given to other members of the Managing
                  Board individually in written form pursuant to article 16.7
                  under b.;

         d.       recorded in the minutes of the meeting at which it is given or
                  tabled.

16.9.    A standing notice that is given under article 16.8 takes effect as soon
         as it is given and ceases to have effect in the following
         circumstances:

         a.       if a person who was not a member of the Managing Board at the
                  time when the notice was given is appointed as a member of the
                  Managing Board; and

         b.       if the nature or extent of the interest materially changed or
                  increases from that that disclosed in the notice.

16.10.   A member of the Managing Board who has a material personal interest in
         a matter that is being considered at a meeting of the Managing Board
         may neither be present while the matter is being considered at such
         meeting nor vote on the matter, except in the following circumstances:

         a.       if the material personal interest is a matter that is not
                  required to be disclosed under article 16.6;

         b.       if the member of the Managing Board who do not have a material
                  personal interest in the matter have passed a resolution that:

                  (i)      identified the member of the Managing Board, the
                           nature and the extent of the interest of the member
                           of the Managing Board in the matter and in relation
                           to the affairs of the Company; and

                  (ii)     states that the other members of the Managing Board
                           are satisfied that the interest should not disqualify
                           the member of the Managing Board from voting or being
                           present.

16.11.   If, after application of article 16.10, no member of the Managing
         Board, other than the member(s) in respect of whom the conflict exists,
         would remain to be entitled to be present while the matter is being
         considered at the meeting of the Managing Board and to vote on the
         matter, the member(s) of the Managing Board in respect of whom the
         conflict exists may call a General Meeting and the General Meeting may
         pass a resolution to decide as to whether or not such member(s) are
         entitled to be present

<PAGE>

         while the matter is being considered at such meeting and to vote on the
         matter.

16.12.   Articles 16.6 up to and including 16.11 shall not derogate from article
         18.4.

MANDATORY PRIOR APPROVAL FOR MANAGEMENT ACTION.

ARTICLE 17.

17.1.    Without prejudice to any other applicable provisions of these Articles,
         the Managing Board shall require the prior approval of the Supervisory
         Board for any action specified from time to time by a resolution to
         that effect adopted by the Supervisory Board, of which the Managing
         Board has been informed in writing.

17.2.    Without prejudice to any other applicable provisions of these Articles,
         the Managing Board shall require the prior approval of the General
         Meeting if required by Law and the provisions of these Articles, as
         well as for such resolutions as are clearly defined by a resolution to
         that effect adopted by the General Meeting, of which the Managing Board
         has been informed in writing.

REPRESENTATION. CONFLICT OF INTEREST.

ARTICLE 18.

18.1.    The entire Managing Board is authorised to represent the Company and
         bind it vis-a-vis third parties. The Company may also be represented by
         the CEO, acting individually, and may also be represented by two
         members of the Managing Board acting jointly.

18.2.    The Joint Board may grant special and general powers of attorney to
         persons, whether or not such persons are employed by the Company,
         authorising them to represent the Company and bind it vis-a-vis third
         parties. The scope and limits of such powers of attorney shall be
         determined by the Managing Board. The Managing Board may in addition
         grant to such persons such titles as it deems appropriate.

18.3.    The Managing Board shall have the power to enter into and perform
         agreements and all legal acts (rechtshandelingen) contemplated thereby
         as specified in section 2:94, subsections 1 and 2 Dutch Civil Code
         insofar as such power is not expressly excluded or limited by any
         provision of these Articles.

18.4.    If a member of the Managing Board has a conflict of interest with the
         Company (whether acting in his personal capacity by entering into an
         agreement with the Company or conducting any litigation against the
         Company or whether acting in any other capacity), he as well as any
         other members of the Managing Board, shall have the power to represent
         the Company, with due observance of the provisions of the first
         paragraph, unless the General Meeting designates a person for that
         purpose or the law provides for the designation in a different manner.
         Such person may also be the member of the Managing Board in respect of
         whom such conflict of interest existed.

REMUNERATION OF THE MEMBERS OF THE MANAGING BOARD.

ARTICLE 19.

19.1.    The Joint Board shall determine the salary, the bonus, if any, and the
         other terms and conditions of employment (including pension benefits)
         of the members of the Managing Board.

19.2.    The members of the Managing Board shall be paid for their services as a
         member of the Managing Board by way of fee, wage, salary, bonus,
         commission or participation in profits, but not by a commission on, or
         percentage of, turnover.

<PAGE>

19.3.    The remuneration to which a member of the Managing Board is entitled
         may be provided to a member in cash or in such other form as is agreed
         between the Company and such member. A member of the Managing Board may
         elect to forgo some or all of the member's entitlement to cash
         remuneration in favour of another agreed form of remuneration and vice
         versa.

19.4.    The members of the Managing Board shall also be entitled to be paid or
         reimbursed for all travelling and other expenses properly incurred by
         them in attending and returning from any Managing Board meeting,
         meeting of any committee of the members of the Managing Board, General
         Meeting or otherwise in connection with the business or affairs of the
         Company.

19.5.    If any member of the Managing Board, with the approval of the Joint
         Board, performs extra services or makes any special exertions for the
         benefit of the Company, the Company may pay to that member of the
         Managing Board such special and additional remuneration as the Joint
         Board deems fit having regard to the value to the Company of the extra
         services or special exertions. Any special or additional remuneration
         shall not include a commission on or percentage of profits or operating
         revenue or turnover.

19.6.    Subject to applicable law and the Listing Rules, a member of the
         Managing Board may be engaged by the Company in any other capacity and
         may be appointed on such terms as to remuneration, tenure of office and
         otherwise as may be agreed with the Company.

19.7.    In addition to any other amounts payable under these Articles, the
         Company may make any payment or give any benefit to any member of the
         Managing Board or a member of the managing board of a Subsidiary
         Company or any other person in connection with the such member's
         retirement, resignation from or loss of office or death while in
         office, if it is made or given in accordance with the Law and the
         Listing Rules.

19.8.    Subject to this article 19.8, the Company may:

         a.       make contracts or arrangements with a member of the Managing
                  Board or a person about to become a member of the Managing
                  Board or a member of the managing board of a Subsidiary
                  Company under which the such member or any person nominated by
                  such member is paid or provided with a lump sum payment,
                  pension, retiring allowance or other benefit on or after such
                  member or person about to become a member of the Managing
                  Board or of the managing board of a Subsidiary Company ceases
                  to hold office for any reason;

         b.       make any payment under any contract or arrangement referred to
                  in paragraph a. above; and

         c.       establish any fund or scheme to provide lump sum payments,
                  pensions, retiring allowances or other benefits for:

                  (i)      members of the Managing Board, on them ceasing to
                           hold office; or

                  (ii)     any person including a person nominated by the member
                           of the Managing Board, in the event of such member's
                           death while in office,

                  (iii)    and from time to time pay to the fund or scheme any
                           sum as the company considers necessary to provide
                           those benefits.

19.9.    The Company may impose any conditions and restrictions under any
         contract, arrangement, fund or scheme referred to in article 19.8 as it
         thinks proper.

19.10.   The Company may authorise any Subsidiary Company to make a similar
         contract or

<PAGE>

         arrangement with the members of its Managing Board and make payments
         under it or establish and maintain any fund or scheme, whether or not
         all or any of the members of its managing board are also a member of
         the Managing Board.

SUSPENSION OR DISMISSAL OF MEMBERS OF THE MANAGING BOARD.

ARTICLE 20.

20.1.    The General Meeting shall at any time be entitled to suspend or dismiss
         a member of the Managing Board.

20.2.    The Supervisory Board shall also at any time be entitled to suspend
         (but not to dismiss) a member of the Managing Board. During his
         suspension, a member of the Managing Board will not receive any salary
         or other payments unless his employment agreement or the resolution
         regarding his suspension provides otherwise.

20.3.    Within three months after a suspension of a member of the Managing
         Board has taken effect, a General Meeting shall be held, in which
         meeting a resolution must be adopted to either terminate or extend the
         suspension for a maximum period of another three months. If neither
         such resolution is adopted nor the General Meeting has resolved to
         dismiss the member of the Managing Board, the suspension shall
         terminate after the period of suspension has expired.

         The member of the Managing Board shall be given the opportunity to
         account for his actions at that meeting.

20.4.    Further to article 20.1, a member of the Managing Board shall cease to
         be a member of the Managing Board if he:

         a.       becomes bankrupt, or obtains suspension of payments, or any
                  event having analogous effect under applicable law, or
                  proposes or makes any agreement for the deferral, rescheduling
                  or other adjustment of all or part of his debts;

         b.       loses his full legal capacity (handelingsbekwaamheid), or any
                  event having analogous effect under applicable law;

         c.       resigns by notice in writing to the Company;

         d.       is absent without the consent of the other members from
                  Managing Board meetings held during a continuous period of
                  three (3) months;

         e.       becomes prohibited from being a member of the Managing Board
                  by reason of any provision of law; or

         f.       dies.

SUPERVISORY BOARD.

ARTICLE 21.

21.1.    The Supervisory Board shall be responsible for supervising the policy
         pursued by the Managing Board and the general course of affairs of the
         Company and the business enterprise which it operates. The Supervisory
         Board shall assist the Managing Board with advice relating to the
         general policy aspects connected with the activities of the Company. In
         fulfilling their duties the members of the Supervisory Board shall
         serve the interests of the Company and the business enterprise which it
         operates.

21.2.    The Managing Board shall provide the Supervisory Board in good time
         with all relevant information as well as with all other information as
         the Supervisory Board may request, in connection with the exercise of
         its duties.

<PAGE>

NUMBER OF MEMBERS OF THE SUPERVISORY BOARD. APPOINTMENT.

ARTICLE 22.

22.1.    The Supervisory Board shall consist of at least two (2) members. The
         number of members of the Supervisory Board shall be determined by the
         Joint Board.

22.2.    No member of the Supervisory Board shall hold office for a continuous
         period in excess of three (3) years or past the end of the third annual
         General Meeting following such member's appointment, whichever is the
         longer, without submitting for re-election. If no member of the
         Supervisory Board would otherwise be required to submit for re-election
         but the Listing Rules require that a member of the Supervisory Board is
         appointed, the member of the Supervisory Board to retire at the end of
         the annual General Meeting will be the member who has been longest in
         office since their last election, but, as between persons who became
         member of the Supervisory Board on the same day, the one to retire
         shall (unless they otherwise agree among themselves) be determined by
         lot. A retiring member of the Supervisory Board pursuant to this
         article 22.2 shall be eligible for re-election and shall hold office as
         a member of the Supervisory Board until the end of the General Meeting
         at which such member retires.

22.3.    Members of the Supervisory Board shall be appointed by the General
         Meeting, provided however, that in case of a vacancy in the Supervisory
         Board at any time after the end of an annual General Meeting and prior
         to the subsequent annual General Meeting, the Joint Board may appoint
         the member(s) of the Supervisory Board so as to fill any vacancy
         provided that:

         a.       the member(s) of the Supervisory Board so appointed by the
                  Joint Board retire(s) no later than at the end of the first
                  annual General Meeting following his or their appointment; and

         b.       the number of the members of the Supervisory Board appointed
                  by the Joint Board at any given time shall not exceed
                  one-third (1/3) of the aggregate number of members of the
                  Supervisory Board as fixed by the Joint Board pursuant to
                  article 22.1, such that if the resulting number is not a whole
                  number, the number of members to be appointed by the Joint
                  Board shall be rounded downwards to the nearest whole number.

22.4.    If a member of the Supervisory Board is to be appointed by the General
         Meeting, the Joint Board as well as any Shareholder shall have the
         right to make a nomination.

22.5.    Nominations by Shareholders must be made no less than thirty-five (35)
         Business Days (or in the case the General Meeting is held at the
         request of the Shareholders thirty (30) Business Days) before the date
         of the General Meeting at which the appointment of members of the
         Supervisory Board is to be considered.

         The nominations shall be included in the notice of the General Meeting
         at which the appointment shall be considered. If nominations have not
         been made or have not been made in due time, this shall be stated in
         the notice and the General Meeting may appoint a member of the
         Supervisory Board at its discretion. Whenever a member of the
         Supervisory Board must be appointed the information referred to in
         section 2:142 subsection 3 Dutch Civil Code shall be made available to
         the Shareholders for their prior inspection.

<PAGE>

22.6.    Members of the Supervisory Board are not required to hold any Shares.

CHAIR OF THE SUPERVISORY BOARD. ORGANISATION OF THE SUPERVISORY BOARD.

ARTICLE 23.

23.1.    The Supervisory Board shall appoint one of its members as its chair.

23.2.    With due observance of these Articles, the Joint Board may adopt
         Supervisory Rules and the Joint Board shall have the authority to amend
         the Supervisory Board Rules from time to time.

23.3.    The Supervisory Board may decide that one or more of its members shall
         have access to all premises of the Company and that they shall be
         authorised to examine all books, correspondence and other records and
         to be fully informed of all actions which have taken place.

23.4.    At the expense of the Company, the Supervisory Board may obtain such
         advice from experts as the Supervisory Board deems desirable for the
         proper fulfilment of its duties.

23.5.    If there is only one member of the Supervisory Board in office, such
         member shall have all rights and obligations granted to and imposed on
         the Supervisory Board and the chair of the Supervisory Board by Law and
         by these Articles.

RESOLUTIONS BY THE SUPERVISORY BOARD. CONFLICT OF INTEREST.

ARTICLE 24.

24.1.    Resolutions of the Supervisory Board shall be validly adopted, if
         adopted by absolute majority of votes in a meeting at which at least
         two (2) of the members of the Supervisory Board are present.

         In case of absence, a member of the Supervisory Board may issue a proxy
         only to another member of the Supervisory Board, provided however that
         a member of Supervisory Board can only act as proxy for not more than
         one other member of the Supervisory Board.

         Each member of the Supervisory Board has the right to cast one vote. In
         case of a tie vote, if more than two members of the Supervisory Board
         are present at the meeting, the chair of the Supervisory Board shall
         have a decisive vote. In case of a tie vote, if only two members of the
         Supervisory Board are present at the meeting, the proposal shall be
         rejected.

24.2.    The Supervisory Board may adopt its resolutions in writing without
         holding a meeting, provided that the proposals for such resolutions
         have been communicated in writing to all members of the Supervisory
         Board and no member has objected to this method of adoption of a
         resolution.

24.3.    A certificate signed by a member of the Supervisory Board confirming
         that the Supervisory Board has adopted a particular resolution, shall
         constitute evidence of such resolution vis-a-vis third parties.

24.4.    The members of the Managing Board shall attend meetings of the
         Supervisory Board at the latter's request.

24.5.    Meetings of the Supervisory Board shall be convened by the chair of the
         Supervisory Board, either at the request of two or more members of the
         Supervisory Board or at the request of the Managing Board. If the chair
         fails to convene a meeting so that it can be held within four weeks of
         the receipt of the request, the members of the Supervisory

<PAGE>

         Board making the request are entitled to convene the meeting.

24.6.    The Supervisory Rules shall include provisions on the manner of
         convening supervisory board meetings and the internal procedure at such
         meetings. These meetings may be held by telephone conference
         communications, as well as by video communications, provided all
         participating members of the Supervisory Board can hear each other
         simultaneously.

24.7.    Articles 16.6 through 16.12 inclusive of these Articles shall, to the
         fullest extent possible, equally apply to members of the Supervisory
         Board. Any references to member(s) of the Managing Board or the
         Managing Board in those articles must be read as a reference to
         member(s) of the Supervisory Board or the Supervisory Board,
         respectively.

REMUNERATION OF THE MEMBERS OF THE SUPERVISORY BOARD.

ARTICLE 25.

25.1.    The Joint Board shall determine the compensation of the members of the
         Supervisory Board provided however that, if required by the ASX Listing
         Rules:

         a.       the amount thereof shall not exceed in aggregate a maximum sum
                  that is from time to time approved by resolution of the
                  General Meeting; and

         b.       any notice convening a General Meeting at which it is proposed
                  to seek approval to increase the maximum aggregate sum
                  available for remuneration to the members of the Supervisory
                  Board shall specify the proposed new maximum aggregate sum and
                  the amount of the proposed increase.

25.2.    The remuneration as determined in accordance with article 25.1:

         a.       shall be divided among the members of the Supervisory Board in
                  the proportions as they may agree or, if they cannot agree,
                  equally among them; and

         b.       shall be exclusive of any benefits that the Company provides
                  to members of the Supervisory Board in satisfaction of
                  legislative schemes (including benefits provided under
                  superannuation guarantee or similar schemes).

25.3.    Remuneration payable to members of the Supervisory Board shall be by a
         fixed sum and not by a commission on or as a percentage of the
         operating revenue of the Company.

25.4.    The members of the Supervisory Board shall also be entitled to be paid
         or reimbursed for all travelling and other expenses properly incurred
         by them in attending and returning from any meeting of the Supervisory
         Board, meeting of any committee of the Supervisory Board, General
         Meeting or otherwise in connection with the business or affairs of the
         Company.

25.5.    If any member of the Supervisory Board, with the approval of the Joint
         Board, performs extra services or makes any special exertions for the
         benefit of the Company, the Company may pay to that member of the
         Supervisory Board such special and additional remuneration as the Joint
         Board deems fit having regard to the value to the Company of the extra
         services or special exertions. Any special or additional remuneration
         shall not include a commission on or percentage of profits or operating
         revenue or turnover.

25.6.    Subject to applicable law and the Listing Rules, a member of the
         Supervisory Board may be engaged by the Company in any other capacity
         and may be appointed on such terms as to remuneration, tenure of office
         and otherwise as may be agreed with the Company.

<PAGE>

25.7.    Articles 19.7 through 19.10 of these Articles shall, to the fullest
         extent possible, equally apply to members of the Supervisory Board. Any
         references to member(s) of the Managing Board in those articles must be
         read as a reference to member(s) of the Supervisory Board.

SUSPENSION OR DISMISSAL OF MEMBERS OF THE SUPERVISORY BOARD.

ARTICLE 26.

26.1.    A member of the Supervisory Board may at any time be suspended or
         dismissed by the corporate body (orgaan) which appointed such member
         with due observance of article 22 of these Articles.

26.2.    Within three months after a suspension of a member of the Supervisory
         Board has taken effect, a General Meeting or meeting of the Joint
         Board, as the case may be, shall be held, in which meeting a resolution
         must be adopted to either terminate or extend the suspension for a
         maximum period of another three months. If neither such resolution is
         adopted nor the General Meeting, or the Joint Board, as the case may
         be, has resolved to dismiss the member of the Supervisory Board, the
         suspension shall terminate after the period of suspension has expired.
         The member of the Supervisory Board shall be given the opportunity to
         account for his actions at that meeting.

26.3.    Further to article 26.1, a member of the Supervisory Board shall cease
         to be a member of the Supervisory Board if he:

         a.       becomes bankrupt, or obtains suspension of payments, or any
                  other event having analogous effect under applicable law , or
                  proposes or makes any agreement for the deferral, rescheduling
                  or other adjustment of all or part of his debts;

         b.       loses its full legal capacity (handelingsbekwaamheid), or any
                  other event having analogous effect under applicable law;

         c.       resigns by notice in writing to the Company;

         d.       is absent without the consent of the other members of the
                  Supervisory Board from meeting of the Supervisory Board held
                  during a continuous period of three (3) months;

         e.       becomes prohibited from being a member of the Supervisory
                  Board by reason of any provision of Law; or

         f.       dies.

JOINT BOARD.

ARTICLE 27.

27.1.    The Company shall have a Joint Board comprising not less than three (3)
         and no more than twelve (12) members, or such greater number as
         determined by the General Meeting. Without prejudice to the preceding
         sentence, the number of members of the Joint Board shall be determined
         by the chair of the Supervisory Board.

         The Joint Board will be responsible for planning and overseeing the
         general course of affairs of the Company and has the other powers as
         described in these Articles.

         The Joint Board shall consist of all members of the Supervisory Board,
         the CEO and, if the chair of the Supervisory Board decides thereto, one
         or more other members of the Managing Board, to be designated by the
         chair of the Supervisory Board, provided however that the number of
         members of the Managing Board being on the Joint Board

<PAGE>

         can never be greater than the number of members of the Supervisory
         Board.

         The chair of the Supervisory Board shall adopt a resolution to
         designate one or more members of the Managing Board as member(s) of the
         Joint Board in writing and shall communicate such resolution to all
         members of the Joint Board, including the designated members of the
         Managing Board.

27.2.    The Joint Board may resolve by unanimous votes at a meeting at which
         all members of the Joint Board are present or represented to abolish
         the Joint Board. The Joint Board shall no longer be instituted from the
         date such resolution has been filed with the trade register of the
         competent Chamber of Commerce and Industry as referred to in section 2:
         77 Dutch Civil Code.

27.3.    Following any resolution of the Joint Board as referred to in article
         27, paragraph 2, the Supervisory Board may resolve to re-institute a
         Joint Board. Any such re-institution of the Joint Board shall be
         effective as from the date of filing of such resolution with the trade
         register of the competent Chamber of Commerce and Industry as referred
         to in section 2: 77 Dutch Civil Code.

         If and so long as a Joint Board has been instituted, the provisions of
         this article shall apply to the Joint Board and its members, without
         prejudice to what has otherwise been provided in these Articles
         concerning the Joint Board and its members.

27.4.    If and so long as the Joint Board is not instituted, the powers and
         authorities of the Joint Board shall vest in the Supervisory Board, and
         the powers and authorities of the chair of the Joint Board shall vest
         in the chair of the Supervisory Board.

27.5.    The members of the Joint Board shall resign or be suspended or
         dismissed from the Joint Board simultaneously with their resignation,
         suspension or dismissal as member of the Managing Board or Supervisory
         Board.

27.6.    The Joint Board shall appoint one of its members as chair of the Joint
         Board. The Joint Board shall appoint one of its members or someone else
         as secretary of the Joint Board. The Joint Board may adopt Joint Board
         Rules and it may further establish such committees as it shall deem
         appropriate.

27.7.    Unless otherwise provided in these Articles, resolutions of the Joint
         Board shall be validly adopted by an absolute majority of votes in a
         meeting at which at least three (3) of the members of the Joint Board
         are present, provided however that, unless there are no members of the
         Supervisory Board in office, at least one member of the Supervisory
         Board must be present or represented at the meeting and the votes cast
         in favour of the resolution must include the vote of at least one
         member of the Supervisory Board. In case of absence, a member of the
         Joint Board may issue a proxy, however, only to another member of the
         Joint Board. Each member of the Joint Board has the right to cast one
         vote. In case of a tie vote, the chair of the Joint Board shall have a
         decisive vote.

27.8.    The Joint Board may adopt its resolutions in writing without holding a
         meeting, provided that the proposals for such resolutions have been
         communicated to all members and no member has objected to this method
         of adoption of a resolution.

27.9.    A certificate signed by a member of the Joint Board confirming that the
         Joint Board has adopted a particular resolution, shall constitute
         evidence of such resolution vis-a-vis third parties.

<PAGE>

27.10.   The Joint Board shall meet whenever the chairman of the Joint Board or
         two or more of its members so request. Meetings of the Joint Board
         shall be convened by the chair of the Joint Board. If the chair fails
         to convene a meeting so that it can be held within four weeks of the
         receipt of the request, the members of the Joint Board who have
         requested a meeting of the Joint Board to be held are entitled to
         convene such meeting.

27.11.   The Joint Board Rules shall include provisions on the manner of
         convening board meetings and the internal procedure at such meetings.
         These meetings may be held by telephone conference communications, as
         well as by video communications, provided all participating members can
         hear each other simultaneously.

INDEMNIFICATION.

ARTICLE 28.

28.1.    The Company shall indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action, suit or proceeding, whether civil, criminal, administrative or
         investigative (other than an action, suit or proceeding by or in the
         right of the Company) by reason of the fact that he is or was a member
         of the Managing Board, Supervisory Board or Joint Board, officer,
         employee or agent of the Company, or was or is serving at the request
         of the Company as a director, officer or agent of another company, a
         partnership, joint venture, trust or other enterprise, against all
         expenses (including attorneys' fees) judgements, fines and amounts paid
         in settlement actually and reasonably incurred by him in connection
         with such action, suit or proceeding if he acted in good faith and in a
         manner he reasonably believed to be in or not opposed to the best
         interests of the Company, and, with respect to any criminal action or
         proceeding, had no reasonable cause to believe his conduct was
         unlawful. The termination of any action, suit or proceeding by a
         judgement, order, settlement, conviction, or upon a plea of nolo
         contendere or its equivalent, shall not, of itself, create a
         presumption that the person did not act in good faith and not in a
         manner which he reasonably could believe to be in or not opposed to the
         best interests of the Company, and, with respect to any criminal action
         or proceeding, had reasonable cause to believe that his conduct was
         unlawful.

28.2.    The Company shall indemnify any person who was or is a party or is
         threatened to be made a party to any threatened, pending or completed
         action, suit or proceeding by or in the right of the Company to procure
         a judgement in its favour, by reason of the fact that he is or was a
         member of the Managing Board, Supervisory Board, Joint Board, officer,
         employee or agent of the Company, or is or was serving at the request
         of the Company as a director, officer, employee or agent of another
         company, a partnership, joint venture, trust or other enterprise,
         against all expenses (including attorneys' fees) actually and
         reasonably incurred by him in connection with the defence or settlement
         of such action or proceeding if he acted in good faith and in a manner
         he reasonably believed to be in or not opposed to the best interests of
         the Company and except that no indemnification shall be made hereunder
         in respect of any claim, issue or matter as to which such person shall
         have been adjudged to be liable for gross negligence or wilful
         misconduct in the performance of his duty to the Company, unless and
         only to the extent that the court in which such action or proceeding
         was brought or any other court having

<PAGE>

         appropriate jurisdiction shall determine upon application that, despite
         the adjudication of liability but in view of all the circumstances of
         the case, such person is fairly and reasonably entitled to
         indemnification against such expenses which the court in which such
         action or proceeding was brought or such other court having appropriate
         jurisdiction shall deem proper.

28.3.    To the extent that a supervisory director, managing director, member of
         the Joint Board, officer, employee or agent of the Company has been
         successful on the merits or otherwise in defence of any action, suit of
         proceeding, referred to in paragraphs 1 and 2, or in defence of any
         claim, issue or matter therein, he shall be indemnified against
         expenses (including attorney's fees) actually and reasonably incurred
         by him in connection therewith.

28.4.    Expenses incurred in defending a civil or criminal action, suit or
         proceeding will be paid by the Company in advance of the final
         disposition of such action, suit or proceeding upon receipt of an
         undertaking by or on behalf of the member of the Managing Board,
         Supervisory Board, Joint Board, officer, employee or agent to repay
         such amount if it shall ultimately be determined that he is not
         entitled to be indemnified by the Company as authorised in this
         article.

28.5.    The indemnification provided for by this article shall not be deemed
         exclusive of any other right to which a person seeking indemnification
         may be entitled under any by-laws, agreement, resolution of the General
         Meeting or of the disinterested members of the Managing Board or
         otherwise, both as to actions in his official capacity and as to
         actions in another capacity while holding such position, and shall
         continue as to a person who has ceased to be a member of the Managing
         Board, Supervisory Board, Joint Board, officer, employee or agent and
         shall also inure to the benefit of the heirs, executors and
         administrators of such a person.

28.6.    The Company shall have the power to purchase and maintain insurance on
         behalf of any person who is or was a member of the Managing Board,
         Supervisory Board, Joint Board, officer, employee or agent of the
         Company, or is or was serving at the request of the Company as a
         directors, officer, employee or agent of another company, a
         partnership, joint venture, trust or other enterprise, against any
         liability asserted against him and incurred by him in any such capacity
         or arising out of his capacity as such, whether or not the Company
         would have the power to indemnify him against such liability under the
         provisions of this article.

28.7.    Whenever in this article reference is made to the Company, this shall
         include, in addition to the resulting or surviving company also any
         constituent company (including any constituent company of a constituent
         company) absorbed in a consolidation or merger which, if its separate
         existence had continued, would have had the power to indemnify its
         members of the Managing Board, Supervisory Board, Joint Board,
         officers, employees and agents, so that any person who is or was a
         member of the Managing Board, Supervisory Board, Joint Board, officer,
         employee or agent of such constituent company, or is or was serving at
         the request of such constituent company as a director, officer or agent
         of another company, a partnership, joint venture, trust or other
         enterprise, shall stand in the same position under the provisions of
         this article with respect to the resulting or surviving company as he
         would have with respect to such

<PAGE>

         constituent company if its separate existence had continued.

GENERAL MEETING. ANNUAL GENERAL MEETING.

ARTICLE 29.

29.1.    The annual General Meeting shall be held within six months after the
         close of the financial year.

29.2.    At this General Meeting the following subjects shall be considered:

         a.       the written annual report prepared by the Managing Board on
                  the course of business of the Company and the conduct of its
                  affairs during the past financial year;

         b.       the adoption of the annual accounts;

         c.       the discharge (decharge) of the members of the Managing Board
                  and Supervisory Board for their duties rendered during the
                  past financial year;

         d.       the appointment of member(s) of the Managing Board, in
                  accordance with the provisions of article 14;

         e.       the appointment of member(s) of the Supervisory Board, in
                  accordance with the provisions of article 22; and

         f.       any other proposal placed on the agenda in accordance with the
                  provisions of the Law or these Articles.

EXTRAORDINARY GENERAL MEETINGS.

ARTICLE 30.

30.1.    Without prejudice to articles 30.4 and 30.5, extraordinary General
         Meetings shall be called for and held as often as deemed necessary by
         the Joint Board, the Managing Board or the Supervisory Board and shall
         be held on the request of:

         a.       Shareholders, representing at least five percent (5%) of the
                  issued share capital of the Company; or

         b.       at least one hundred (100) Shareholders or one (1) Shareholder
                  representing at least one hundred (100) CUFS Holders or any
                  relevant combination so that the request of at least one
                  hundred (100) persons are taken into account,

         with the percentage of votes that the Shareholders represent to be
         determined as at midnight (Sydney time) before the date referred to in
         the last stanza of article 30.2.

30.2.    The request referred to in article 30.1:

         a.       must be in writing;

         b.       must state any resolution, and the wording of any resolution,
                  proposed to be put on the agenda for, and to be adopted at,
                  the General Meeting;

         c.       may state any statement, and the wording of any statement, to
                  be considered at the General Meeting as referred to in article
                  30.7;

         d.       must be signed by the Shareholder(s) making the request;

         e.       must be given to the Company; and

         f.       may be given in one or more counterparts,

         and if given in more than one counterpart will be taken to be received
         by the Company on the date that the last of such requests is received
         as is necessary to satisfy the representation requirement set out in
         article 30.1.

30.3.    A General Meeting as requested pursuant to article 30.1 must be called
         within twenty-

<PAGE>

         one (21) days after the request is given to the Company. The meeting is
         to be held not later than two (2) months after the request is given to
         the Company with the notice convening such General Meeting to be given
         in accordance with the other provisions of these Articles.

         The Company must distribute to all of its Shareholders a copy of the
         proposed resolution and, if applicable, the statement as referred to in
         article 30.2 under c immediately following the receipt thereof, or as
         soon as practicable afterwards, and in the same way, as it is required
         to give notice to it's Shareholders pursuant to article 10.1. under a.
         through e. inclusive. The Company shall meet the expenses incurred in
         making the request provided the copy of the said statement (if any) is
         received in time to send it out to the Shareholders together with the
         notice of the General Meeting. Unless the Joint Board agrees otherwise,
         the Shareholders requesting the General Meeting shall be jointly and
         individually liable for the expenses reasonably incurred by the Company
         in distributing a copy of the statement (if any) if the Company does
         not receive the same in time to send it out with the notice of the
         General Meeting.

30.4.    If none of the Managing Board, Supervisory Board or Joint Board convene
         a General Meeting within the twenty one (21) day period referred to in
         article 30.3, Shareholders who represent fifty percent (50%) of the
         votes of all of the persons who made, or were so represented in respect
         of, the request under article 30.1, may call, and arrange to hold, a
         General Meeting, to be held within three (3) months of the request
         given under article 30.1, at the cost of the Company, including the
         reasonable expenses of the Shareholders. The notice convening such
         General Meeting must be given in accordance with the other provisions
         of these Articles.

30.5.    In addition to article 30.1, shareholders representing at least five
         percent (5%) of the issued share capital of the Company may call, and
         arrange to hold, a General Meeting at the cost of such Shareholders.
         The notice convening such General Meeting must be given in accordance
         with the other provisions of these Articles. The percentage of votes
         that Shareholders represent is to be determined as at midnight (Sydney
         time) before the date on which the General meeting is called.

30.6.    Shareholders, who individually or together with other Shareholders may
         request an extraordinary General Meeting pursuant to article 30.1, may
         at all times give the Company notice of a resolution that they propose
         to put on the agenda for, and have adopted at, a General Meeting.

         Such notice:

         a.       must be in writing;

         b.       must state the proposed resolution, and the wording of the
                  proposed resolution;

         c.       must be signed by the Shareholder(s) making the request;

         d.       must be given to the Company; and

         e.       may be given in one or more counterparts, and if given in more
                  than one counterpart will be taken to be received by the
                  Company on the date that the last of such requests is received
                  as is necessary to satisfy the representation requirement set
                  out in article 30.1.

         The Joint Board, Managing Board or Supervisory Board shall ensure that
         such resolution is considered at the next General Meeting that occurs
         more than two (2)

<PAGE>

         months after such notice is given with such notice to be given in
         accordance with the other provisions of these Articles. The Company
         must give its Shareholders notice of the resolution at the same time,
         or as soon as practicable afterwards, and in the same way, as it is
         required to give notice to its Shareholders pursuant to article 10.1.
         under a. through e. inclusive. The Company shall meet the expenses
         incurred in giving the notice if it receives the notice in time to send
         it out to the Shareholders with the notice of the General Meeting.
         Unless the Joint Board agrees otherwise, the Shareholders requesting
         the General Meeting shall be jointly and individually liable for the
         expenses reasonably incurred by the Company in giving notice of the
         resolution if the Company does not receive the request in time to send
         it out with the notice of the General Meeting

         To the fullest extent permitted by Law, the Company need not comply
         with the request if the notice of the proposed resolution is more than
         one thousand (1,000) words long or defamatory.

30.7.    Shareholders, who individually or together with other Shareholders may
         request an extraordinary General Meeting pursuant to article 30.1, may
         at all times request the Company give to all its Shareholders a
         statement provided by the Shareholders making the request in connection
         with a resolution that is proposed to be adopted at a General Meeting
         or about any other matter that may properly be considered at a General
         Meeting.

         Such request:

         a.       must be in writing;

         b.       must state the statement, and the wording of the statement;

         c.       must be signed by the Shareholder(s) making the request;

         d.       must be given to the Company; and

         e.       may be given in one or more counterparts, and if given in more
                  than one counterpart will be taken to be received by the
                  Company on the date that the last of such requests is received
                  as is necessary to satisfy the representation requirement set
                  out in article 30.1.

         The Company must distribute to all of its Shareholders a copy of the
         proposed resolution immediately following the receipt thereof, or as
         soon as practicable afterwards, and in the same way, as it is required
         to give notice to its Shareholders pursuant to article 10.1. under a.
         through e. inclusive.

         The Company shall meet the expenses incurred in distributing the
         statement, provided it receives the statement in time to send it out to
         the Shareholders together with the notice of the General Meeting.
         Unless the Joint Board agrees otherwise, the Shareholders making the
         request shall be jointly and individually liable for the expenses
         reasonably incurred by the Company in distributing the statement if the
         Company does not receive the request in time to send it out with the
         notice of the General Meeting.

         To the fullest extent permitted by Law, the Company need not comply
         with the request if the statement is more than one thousand (1,000)
         words long or defamatory.

30.8.    Extraordinary General Meetings may be called by a single member of
         either the Managing Board, the Joint Board or the Supervisory Board at
         the Company's expense.

PLACE AND NOTICE OF GENERAL MEETINGS.

<PAGE>

ARTICLE 31.

31.1.    General Meetings shall be held at Amsterdam, Haarlemmermeer (Schiphol
         Airport), Rotterdam, or The Hague and at the time and location stated
         in the notice convening such General Meeting, without prejudice to
         article 37.2 under b sub (i) or article 37.3.

31.2.    The notice convening a General Meeting pursuant to articles 30.1.
         through 30.3 inclusive shall be given by either the Managing Board, the
         Supervisory Board or the Joint Board. The notice convening a General
         Meeting pursuant to articles 30.4. and 30.5 shall be given by the
         Shareholders in accordance with the said articles.

31.3.    Any notice of a General Meeting shall exclusively be given:

         a.       with due observance of the provisions of articles 10 and 32
                  and shall state the location and time of, and in case the
                  General Meeting may be attended and addressed by way of
                  telephone or video conferencing pursuant to article 34.3, the
                  details for such conferencing, and agenda (and possible other
                  information) for, the General Meeting and the Information
                  Meeting;

         b.       to every Shareholder and other persons entitled to receive
                  notices of meetings and notifications pursuant to article
                  10.12; and

         c.       to the auditor to the Company.

NOTICE PERIOD. AGENDA.

ARTICLE 32.

32.1.    The notice convening a General Meeting shall be sent no later than on
         the twenty-eighth day prior to the meeting. The notice shall always
         contain or be accompanied by the agenda for the meeting, the place and
         contact details for the purpose of receiving proxy appointments and
         such information as, at the discretion of the person(s) convening the
         General Meeting, is deemed necessary to enable Shareholders to make a
         well considered decision or refer where such information shall be
         publicly available.

32.2.    The agenda shall contain such subjects to be considered at the meeting
         as the person(s) convening the meeting shall decide. No valid
         resolutions can be adopted at a General Meeting in respect of subjects
         that are not mentioned in the agenda.

CHAIR OF GENERAL MEETINGS. MINUTES.

ARTICLE 33.

33.1.    General Meetings shall be presided by the chair of the Joint Board. In
         case of absence of the chair of the Joint Board the meeting shall be
         presided by any other person nominated by the Joint Board. The chair of
         the General Meeting shall appoint the secretary of that meeting.

33.2.    The secretary of the meeting shall keep the minutes of the business
         transacted at the General Meeting. Minutes shall be adopted and in
         evidence of such adoption be signed by the chair and the secretary of
         the General Meeting, or alternatively be adopted by a subsequent
         General Meeting; in the latter case the minutes shall be signed by the
         chair and the secretary of such subsequent General Meeting in evidence
         of their adoption.

33.3.    The chair of the Joint Board may request a civil law notary (notaris)
         to include the minutes of the meeting in a notarial report (notarieel
         proces-verbaal).

ATTENDANCE OF GENERAL MEETINGS.

ARTICLE 34.

<PAGE>

34.1.    All Shareholders and other persons entitled to vote at General Meetings
         are entitled to attend the General Meetings, to address the General
         Meeting and to vote, provided that, and if so required as set out in
         the notice convening the meeting, such person has notified the Managing
         Board in writing of such person's intention to be present at the
         General Meeting or to be represented not later than the time specified
         in the notice convening the meeting.

34.2.    The provisions laid down in article 34.1 are mutatis mutandis
         applicable on Shares from which the holders of a right of Usufruct or
         pledge who have the voting right attached to those Shares derive their
         rights. In addition, the provisions laid down in article 34.1 shall
         equally apply to CUFS Holders, except that the CUFS Holders shall not
         have the right to vote.

34.3     If so determined by the Managing Board, the Joint Board or the
         Supervisory Board, General Meetings may also be attended and addressed
         (but no voting may so be established) by means of telephone or video
         conference, provided each person entitled to attend and address the
         General Meeting pursuant to article 34.1 can hear and be heard at the
         same time.

34.4.    The Managing Board may determine that the persons who are entitled to
         attend the General Meeting, as referred to in article 34.1 and article
         34.2, are persons who (i) are a Shareholders or persons who are
         otherwise entitled to attend the General Meeting as at a certain date,
         determined by the Managing Board, such date hereinafter referred to as:
         the "record date", and (ii) who are as such registered in a register
         (or one or more parts thereof) designated thereto by the Managing
         Board, hereinafter referred to as: the "register", regardless of
         whether they are a Shareholder or person otherwise entitled to attend
         the General Meeting at the time of the General Meeting.

34.5.    The record date referred to in article 34.4 cannot be earlier than at a
         certain time on the seventh day and not later than at a certain time on
         the third day, prior to the date of the General Meeting. The notice
         ("oproeping") of the General Meeting will contain the procedure for
         registration, and lodgement of valid proxies.

PROXIES.

ARTICLE 35.

35.1.    Shareholders and other persons entitled to attend a General Meeting may
         be represented by proxies duly authorised in writing, and provided
         notice and proxy appointments are given in the form approved by the
         Managing Board in writing to the Managing Board in accordance with
         article 34.1 and with due observance of article 35.2, such proxies
         shall be admitted to the General Meeting.

35.2     The instrument appointing the proxy given in accordance with article
         35.1, and any power of attorney or other authority (if any) under which
         the instrument is signed, must be deposited not less than forty-eight
         hours before the start of the General Meeting or adjourned General
         Meeting (or such lesser time as set out in the notice convening the
         General Meeting), at the registered office of the Company or at such
         other place as is specified for that purpose in the notice convening
         the General Meeting.

35.3.    All matters regarding the admittance to the General Meeting, the
         exercise of voting rights and the outcome of the votes, as well as any
         other matters regarding the

<PAGE>

         proceedings at the General Meeting shall be decided upon by the chair
         of that meeting, with due observance of the provisions of section 2:13
         Dutch Civil Code.

INFORMATION MEETING.

ARTICLE 36.

36.1.    Information Meetings shall be held no more than seven (7) days prior to
         each General Meeting and shall be for the benefit of Shareholders and
         other persons entitled to attend a General Meeting who are unable to
         attend such General Meeting.

36.2.    Information Meetings shall be held in Australia. The notice convening
         an Information Meeting shall be included in the notice convening the
         General Meeting and shall be given with due observance of article 31.3.

36.3.    No voting will occur at any Information Meeting.

36.4.    Subject to articles 34.1 and 35.1 and without limiting any other
         lodgement with the Company as set out in the relevant notice of a
         General Meeting, the Managing Board shall ensure that Shareholders and
         other persons entitled to vote at General Meetings are able to lodge
         proxies at the Information Meeting for admission to the General
         Meeting.

ADOPTION OF RESOLUTIONS. QUORUM. ADJOURNMENTS.

ARTICLE 37.

37.1.    Unless provided otherwise by Law or these Articles, resolutions shall
         be validly adopted if adopted by an absolute majority of votes cast at
         a General Meeting at which at least five (5) % of the issued and
         outstanding share capital is present or represented. Blank and invalid
         votes shall not be counted.

37.2.    If a quorum is not present within thirty (30) minutes after the opening
         of the General Meeting:

         a.       where the meeting was convened upon the request of
                  Shareholders, the General Meeting will be dissolved;

         b.       in any other case, provided the Shares are quoted on the ASX:

                  (i)      the meeting stands adjourned to a time and place as
                           the Joint Board decides provided however that such
                           meeting shall be resumed as soon as practically
                           possible but not later than twenty four hours after
                           the time originally fixed for the General Meeting and
                           that the place may only be altered into a place
                           within the same municipality as originally fixed for
                           the General Meeting; and

                  (ii)     if at the adjourned meeting a quorum is not present
                           within thirty (30) minutes after the time appointed
                           for the meeting, the meeting will be dissolved.

37.3.    Provided the Shares are quoted on the ASX, the chair may in order to
         procure the orderly conduct of proceedings at the General Meeting (for
         instance, to allow for a break, to gain information and advice, to give
         the opportunity to deliberate) adjourn the General Meeting from time to
         time and from place to place, provided however that such meeting shall
         be resumed as soon as practically possible but not later than twenty
         four hours after the time originally fixed for the General Meeting and
         that the place may only be altered in a place within the same
         municipality as originally fixed for the General

<PAGE>

         Meeting. If the chair elects to adjourn the General Meeting pursuant to
         the preceding sentence, the chair may decide whether to seek the
         approval of the Shareholders present. No business shall be transacted
         at any adjourned General Meeting other than the business left
         unfinished at the General Meeting from which the adjournment took
         place.

37.4.    Any resolution to be considered at a General Meeting shall be decided
         on written votes and in the manner and at the time the chair of the
         General Meeting directs.

37.5.    The chair shall determine any dispute as to the admission or rejection
         of a vote and such determination made in good faith shall be final and
         conclusive, subject to any judicial examination by any competent court.
         An objection to the qualification of a person to vote raised before or
         at the General Meeting or adjourned General Meeting shall be decided
         upon by the chair of the meeting, whose decision shall be final,
         subject to any judicial examination by any competent court.

37.6.    If the voting concerns the appointment of a person and more than one
         person has been nominated for appointment, then votes shall be taken
         until one of the nominees has obtained an absolute majority of the
         votes cast. The further votes may, at the chair's discretion, be taken
         at a subsequent General Meeting.

37.7.    In the case of an equality of votes cast at the General Meeting the
         chair has a casting vote.

37.8.    Unless depositary receipts for Shares have been issued with the
         co-operation of the Company, the Shareholders may adopt a resolution
         that they can adopt at a meeting, without holding a meeting. Such a
         resolution shall only be valid if all Shareholders entitled to vote
         have cast their votes in writing in favour of the proposal concerned
         and all members of the Managing Board and the Supervisory Board were
         been offered the opportunity to advise on the resolution to be so
         adopted.

VOTING RIGHT PER SHARE.

ARTICLE 38.

At the General Meeting each Share shall confer the right to cast one vote,
unless provided otherwise by Law or these Articles.

SPECIAL RESOLUTIONS. PROPOSALS TO AMEND THESE ARTICLES OR TO LIQUIDATE OR TO
MERGE AND DEMERGE THE COMPANY.

ARTICLE 39.

39.1.    Without prejudice to the quorum requirement as referred to in article
         37.1., a resolution of the General Meeting to amend these Articles or
         to dissolve the Company shall only be valid if:

         a.       adopted by at least a three-fourths (3/4) majority of the
                  votes cast at such General Meeting; and

         b.       with respect to a proposed amendment of these Articles one
                  complete copy of the proposal has been freely available for
                  the Shareholders and the other persons entitled to attend the
                  General Meeting at the office of the Company as from the day
                  of notice convening such meeting until the close of that
                  meeting.

39.2.    A resolution by the General Meeting to merge or demerge the Company
         shall only be valid if adopted by at least a three-fourths (3/4)
         majority of the votes cast at such

<PAGE>

         General Meeting.

ANNUAL ACCOUNTS. REPORT OF THE MANAGING BOARD AND DISTRIBUTIONS.

ARTICLE 40.

40.1.    The financial year of the Company shall run from the first day of April
         up to and including the thirty-first day of March of the following
         year.

40.2.    Each year the Managing Board shall prepare the annual accounts,
         consisting of a balance sheet as at the thirty-first day of March and a
         profit and loss account in respect of the preceding financial year,
         together with the explanatory notes thereto. The Managing Board shall
         furthermore prepare a report on the course of business of the Company
         and the conduct of its affairs during the past financial year.

40.3.    The Managing Board shall draw up the annual accounts in accordance with
         applicable generally accepted accounting principles and all other
         applicable provisions of the Law.

         The annual accounts shall be signed by all members of the Managing
         Board and the Supervisory Board; if the signature of one or more of
         them is lacking, this shall be disclosed, stating the reasons thereof.

40.4.    The Managing Board shall, on behalf of the Company, cause the annual
         accounts to be examined by one or more registered accountant(s)
         designated for the purposes by the General Meeting or other experts
         designated for that purpose in accordance with section 2:393 Dutch
         Civil Code. The auditor or the other expert designated shall report on
         his examination to the Supervisory Board and the Managing Board and
         shall issue a certificate containing the results thereof. The Managing
         Board shall ensure that the report on the annual accounts shall be
         available at the offices of the Company for the Shareholders.

40.5.    Copies of the annual accounts, the annual report of the Managing Board
         and the information to be added to each of such documents pursuant to
         the Law shall be made freely available at the office of the Company for
         the Shareholders and the other persons entitled to attend General
         Meeting, as from the date of the notice convening the General Meeting
         at which meeting they shall be discussed, until the close thereof.

DISCHARGE OF MANAGING BOARD, THE SUPERVISORY BOARD AND THE JOINT BOARD.

ARTICLE 41.

To the fullest extent permitted by the Law, the adoption by the General Meeting
of the annual accounts, referred to in article 40, shall fully discharge the
Managing Board, the Supervisory Board and the Joint Board from liability in
respect of the exercise of their duties during the financial year concerned,
unless a proviso is made by the General Meeting, and without prejudice to the
provisions of sections 2:138 and 2:149 Dutch Civil Code.

PROFIT AND LOSS. RESERVATION. DIVIDEND.

ARTICLE 42.

42.1.    Out of the profit made in any financial year shall first be retained by
         way of reserve, with due observance of applicable provisions of Law
         relating to statutory reserves (wettelijke reserves) such portion of
         the profit - the positive balance of the profit and loss account - as
         determined by the Supervisory Board. The Supervisory Board may
         determine how to attribute losses.

42.2.    The portion of the profit remaining after application of article 42.1,
         shall be at the

<PAGE>

         disposal of the Joint Board.

42.3.    Subject to the Law and these Articles, the Joint Board may resolve to
         declare a divided and fix the date and amount of payment and determine
         as to whether or not profits are distributed to Shareholders either in
         cash or in Shares or other securities issued by the Company or by other
         companies, or a combination thereof, provided however that the General
         Meeting shall have the authority to make such distributions in the form
         of Shares in the Company, if a designation as referred to in article
         4.2 is not in force.

42.4.    Subject to the provisions of section 2:105 subsection 4 Dutch Civil
         Code, and these Articles the Joint Board may resolve to declare an
         interim dividend on Shares. Interim dividends may be distributed to the
         Shareholders, in proportion to the number of Shares held by each of
         them, either in cash or in Shares or other securities issued by the
         Company or by other companies, or a combination thereof, provided
         however that the General Meeting shall have the authority to make such
         distributions in the form of Shares in the Company, if a designation as
         referred to in article 4.2 is not in force.

42.6.    Dividends shall be divisible among the Shareholders in proportion to
         the nominal amount paid (or credited as paid) (excluding the amounts
         unpaid on those Shares pursuant to article 5) on the Shares of each
         Shareholder without prejudice to the other provisions of this article
         42. To the extent one or more payments on Shares are made during the
         period to which a dividend relates, the dividend on the amounts so paid
         on Shares shall be reduced pro rata to the date of these payments.

42.7.    The Company can only declare dividends in so far as its shareholders
         equity (eigen vermogen) exceeds the amount of the paid up and called
         portion of the share capital, plus the statutory reserves (wettelijke
         reserves).

OTHER DISTRIBUTIONS.

ARTICLE 43.

43.1.    Next to possible other reserves, the Company may maintain a share
         premium reserve for Shares.

43.2.    The Joint Board may declare distributions out of a share premium
         reserve or out of any other reserve shown in the annual accounts, not
         being a statutory reserve (wettelijke reserve).

43.3.    Subject to the Law and these Articles, the Joint Board may resolve to
         declare a distribution as referred to in article 43.2. and fix the date
         and amount of payment and determine as to whether or not profits are
         distributed to Shareholders either in cash or in Shares or other
         securities issued by the Company or by other companies, or a
         combination thereof, provided however that the General Meeting shall
         have the authority to make such distributions in the form of Shares in
         the Company, if a designation as referred to in article 4.2 is not in
         force.

43.4.    Distributions shall be divisible among the Shareholders in proportion
         to the nominal amount paid (or credited as paid) (excluding the amounts
         unpaid on those Shares pursuant to article 5) on the Shares of each
         Shareholder.

43.5.    The Company can only declare distributions in so far as its
         shareholders equity (eigen vermogen) exceeds the amount of the paid up
         and called portion of the share capital, plus the statutory reserves
         (wettelijke reserves).

<PAGE>

PAYMENT OF DIVIDEND AND OTHER DISTRIBUTIONS.

ARTICLE 44.

44.1.    Distributions pursuant to article 42 or article 43 of these Articles
         shall be payable as of the date fixed for payment by Joint Board. No
         dividend shall carry interest against the Company.

44.2.    Distributions pursuant to article 42 or article 43 of these Articles
         shall be made payable at an address or addresses in the Netherlands, to
         be determined by the Joint Board, as well as at least one address in
         each other country or state where the Shares or CUFSs are traded on a
         stock exchange.

44.3.    Cash distributions shall be declared in United States Dollars, unless
         the Joint Board determines otherwise and may be paid in such currency
         or currencies as the Joint Board determines using the rate of exchange
         prevailing on the date fixed for payment by the Joint Board.

44.4.    The person entitled to a distribution on Shares pursuant to article 42
         or article 43 of these Articles shall be the person in whose name the
         Share is registered at the date fixed for payment by the Joint Board.

44.5.    Distributions on Shares in cash pursuant to article 42 or article 43 of
         these Articles that have not been collected within five years and two
         days after have become due and payable shall revert to the Company.

44.6.    In the case of a distribution on Shares pursuant to articles 42.3, 43.3
         or article 43.4, any Shares or other securities in the Company or
         another company not claimed within a period to be determined by the
         Joint Board shall be sold for the account of the persons entitled to
         the distribution who failed to claim such Shares or other securities.
         The net proceeds of such sale shall thereafter be held at the disposal
         of the above persons in proportion to their entitlement; the right to
         the proceeds shall lapse, however, if the proceeds are not claimed
         within five years and two days after the date fixed for payment of the
         distribution.

44.7.    In the case of a distribution on Shares pursuant to articles 42.3, 43.3
         or article 43.4, any Shares or other securities in the Company or
         another company that can not under applicable law be claimed or
         accepted by a Shareholder within a period to be determined by the Joint
         Board may at the request of the relevant Shareholder be sold for the
         account of the persons entitled to such distribution. The net proceeds
         of such sale shall thereafter be paid to, or held at the disposal of,
         the above person; the right to the proceeds shall lapse, however, if
         the proceeds are not claimed within five years and two days after the
         date the Company has notified such person of the sale and the proceeds
         arising therefrom.

44.8.    The Joint Board may cause the Company to deduct from any dividend or
         other distribution payable to a Shareholder all sums of money due and
         payable by such Shareholder to the Company on account of calls or
         otherwise in relation to Shares.

DISSOLUTION. LIQUIDATION.

ARTICLE 45.

45.1.    If the Company is dissolved, the liquidation shall be carried out by
         the person(s) designated for that purpose by the General Meeting, under
         the supervision of the

<PAGE>

         Supervisory Board.

45.2.    The General Meeting shall upon the proposal of the Supervisory Board
         determine the remuneration payable to the liquidators and to the person
         responsible for supervising the liquidation.

45.3.    The liquidation shall take place with due observance of the provisions
         of the Law. During the liquidation period these Articles shall, to the
         extent possible, remain in full force and effect.

45.4.    After settling the liquidation, the liquidators shall render account in
         accordance with the provisions of the Law.

45.5.      After the Company has ceased to exist, the books and records of the
           Company shall remain in the custody of the person designated for that
           purpose by the liquidators during a seven (7) year period.

DISTRIBUTION TO SHAREHOLDERS UPON DISSOLUTION.

ARTICLE 46.

After all liabilities of the Company have been settled, including those
incidental to the liquidation, the balance shall then be distributed among the
Shareholders in proportion to the nominal amount paid (or credited as paid)
(excluding the amounts unpaid on those Shares pursuant to article 5) on the
Shares of each Shareholder.

EFFECT OF THESE ARTICLES.

ARTICLE 47.

These Articles are binding on the Company and each Shareholder and the Company,
on the one hand, and each Shareholder severally, on the other hand, is to
observe and perform these Articles so far as they apply to him/it.

HOLDING OF SHARES AND CUFS.

ARTICLE 48.

The Shareholder holds the Shares (and accordingly any holder of CUFS takes its
interests in the Shares) subject to:

a.       the provisions of these Articles;

b.       any obligations or liabilities which the Shareholder may incur in
         respect of the Shares pursuant to these Articles; and

c.       any rights or interests of the Company or any third party in the Shares
         which may arise under or pursuant to the exercise of any power
         contained in these Articles.

CHAPTER III

LIMITATIONS ON THE RIGHT TO HOLD SHARES.

ARTICLE 49.

Capitalised terms used and not defined in article 1 in this chapter III shall
have the following meaning:

AFFILIATED COMPANIES         of a Person:

                             (i) a Parent Company of the Person;

                             (ii) a Subsidiary Company of the Person; and/or

                             (iii) another company where the Person and that
                             company are both Subsidiary Companies of the same
                             Parent Company;

<PAGE>

ASIC                         Australian Securities and Investments Commission;
ASSOCIATE                    of a Person:

                             (i) an Affiliated Company of the Person; and/or

                             (ii) another Person with whom such Person has
                             entered into an agreement for the purpose of
                             holding or acquiring a Relevant Interest;

AUSTRALIAN LAW AND POLICY    (i)    decisions of an Australian court;

                             (ii)   published policy statements, practice notes
                                    and other guidelines and public releases
                                    issued by ASIC; and

                             (iii)  published decisions, rules, policies and
                                    other guidelines and public releases issued
                                    by the Panel,

                             each in relation to the provisions in the
                             Corporations Act (including predecessors of that
                             legislation) similar in nature to these Articles;

BID SECURITIES               the CUFS or Shares being bid for under a Take-over
CONTROL                      Bid; over a Person,

                             (i) the ability to exercise, directly or
                             Indirectly:

                             (A) more than twenty (20%) of the voting rights in
                             a general meeting of such Person; or

                             (B) the right to dismiss or appoint more than fifty
                             percent (50%) of the members of such Person's
                             managing or supervisory board; or

                             (ii) in respect of a Person that is not a legal
                             entity: being liable (whether actually or
                             contingently) -alone or together with one or more
                             Affiliated Companies - for such Person's debts
                             vis-a-vis third parties;

CORPORATIONS ACT BID         a bid for Shares or CUFS made in
                             compliance, so far as possible, with Parts 6.4,
                             6.5, 6.6 and 6.8 of the Corporations Act in respect
                             of off-market bids (as that term is defined in the
                             Corporations Act) as if the Company were
                             incorporated in Australia and were the "target" as
                             defined in those Parts, subject to:

                             (i) any requirement under those provisions for a
                             document to be lodged with ASIC being taken to be
                             satisfied if the document is given to ASX instead;
                             and

                             (ii) any other modifications or exemptions agreed
                             between the Person making the bid and the
                             Supervisory Board in accordance with article 49.13;

INDIRECTLY                   by, through or in concert with:

                             (i) one or more Affiliated Companies of such
                             Person;

                             (ii) a nominee or trustee for the Person; or

                             (iii) another Person with whom such Person has
                             entered

<PAGE>

                             into an agreement for the purpose of holding or
                             acquiring a Relevant Interest;

ON MARKET TRANSACTION        a transaction that is effected on ASX and is:

                             (i) an on-market transaction as defined in the
                             rules governing the operation of ASX; or

                             (ii) if those rules do not define on-market
                             transactions - effected in the ordinary course of
                             trading on ASX;

PANEL                        the Corporations and Securities Panel established
                             under the Australian Securities and Investments
                             Commission Act (2001) or any successor or
                             replacement entity;

PARENT COMPANIES             of a Person, one or more companies exercising
                             Control over such Person;

PERSON                       a natural person, a legal entity or any other legal
                             form that under applicable law has the power to
                             hold a Relevant Interest;

RELEVANT INTEREST            any interest in Shares that causes or permits a
                             Person to:

                             (i) exercise or to influence (or restrain) the
                             exercise of voting rights on Shares (whether
                             through the giving of voting instructions or as a
                             proxy or otherwise); or

                             (ii) dispose or to influence (or restrain) the
                             disposal of Shares,

                             including inter alia the legal ownership of a
                             Share, a CUFS, a right of pledge (pandrecht) or
                             right of Usufruct on a Share and an interest under
                             an option agreement to acquire a Share or a CUFS;

SENIOR COUNSEL               an Australian legal practitioner practising in the
                             New South Wales or Victorian bar who has been
                             appointed by the Attorney General of New South
                             Wales or Victoria (as the case may be) as a senior
                             counsel or queen's counsel;

SUBSIDIARY COMPANIES         of a Person, one or more companies over which
                             Control is exercised by such Person;

TAKE-OVER BID                a bid for Shares or CUFS that at all relevant times
                             fulfils the purposes set out in article 49.1 and
                             complies with the principles in article 49.13.

49.1.    The purposes of this chapter III is to ensure that:

         a.       the acquisition of control over CUFS or Shares takes place in
                  an efficient, competitive and informed market; and

         b.       each Shareholder and CUFS Holder and as well as the Managing
                  Board, Joint Board and Supervisory Board:

                  (i)      know the identity of any Person who proposes to
                           acquire a substantial interest in the Company; and

                  (ii)     are given reasonable time to consider a proposal to
                           acquire a substantial interest in the Company; and

<PAGE>

                  (iii)    are given enough information to assess the merits of
                           a proposal to acquire a substantial interest in the
                           Company; and

         c.       as far as practicable, the Shareholders and CUFS Holders all
                  have a reasonable and equal opportunity to participate in any
                  benefits accruing through a proposal to acquire a substantial
                  interest in the Company.

         In the interpretation of a provision of article 49, a construction that
         would promote the purpose or object underlying these Articles is to be
         preferred to a construction that would not promote that purpose or
         object.

49.2.    Without prejudice to the exceptions and exemptions as referred to in
         articles 49.5 and 49.6, no Person may hold a Share if, because of an
         acquisition of a Relevant Interest by any Person in that Share:

         a.       the number of Shares in respect of which any Person
                  (including, without limitation, the holder) directly or
                  Indirectly acquires or holds a Relevant Interest increases:

                  (i)      from twenty percent (20%) or below to more than
                           twenty percent (20%); or

                  (ii)     from a starting point that is above twenty (20%) and
                           below ninety percent (90%),

                  of the issued and outstanding share capital of the Company; or

         b.       the voting rights which any Person (including, without
                  limitation, the holder) directly or Indirectly, is entitled to
                  exercise at a General Meeting on any matter increase:

                  (i)      from twenty percent (20%) or below to more than
                           twenty percent (20%); or

                  (ii)     from a starting point that is above twenty percent
                           (20%) and below ninety percent (90%),

                  of the total number of such voting rights which may be
                  exercised by any Person at a General Meeting.

                  For the purposes of this article 49 (including article 49.2),
                  a Person holds a Share if the Person:

                  (A)      is the legal owner of the Share; or

                  (B)      holds a right of pledge (pandrecht) or right of
                           Usufruct on Shares, provided the right to vote the
                           Shares so pledged or subject to the right of Usufruct
                           is included in such right.

                  Any holding of a Share or acquisition of a Relevant Interest
                  in breach of this article 49.2 does not cause such acquisition
                  or holding to be invalid.

49.2A    (a)      A Shareholder must give the information referred to in article
                  49.2A(e) to the Company if:

                  (i)      a Person begins to have, or ceases to have, a
                           substantial holding in the Company; or

                  (ii)     a Person has a substantial holding in the Company and
                           there is a movement of at least one percent (1%) in
                           their holding; or

                  (iii)    a Person makes a Take-over Bid for securities of the
                           Company.

                  The Shareholder must also give the information to the ASX. For
                  the purposes of this article, a "Substantial Holder" means a
                  Person referred to in paragraphs (i), (ii) or (iii) above.

<PAGE>

         (b)      The obligation of the Shareholder to provide this information
                  referred to in article 49.2A(e) is taken to be satisfied if it
                  is provided to the Company and ASX by the Substantial Holder.

         (c)      For the purposes of this article, a Person has a substantial
                  holding in the Company if the total votes attached to Shares
                  in which the Person directly or Indirectly:

                  (A)      has Relevant Interests; or

                  (B)      would have a Relevant Interest but for the operation
                           of article 49.5(g) or article 49.5(j),

                  is five percent (5%) or more of the total number of votes
                  attached to all Shares.

         (d)      For the purposes of this article there is a movement of at
                  least one percent (1%) in a Person's holding if the percentage
                  worked out using the following formula increases or decreases
                  by one (1) or more percentage points from the percentage they
                  last disclosed under this article in relation to the Company:

                  Person's votes x one hundred (100)

                  Total votes in the Company where:

                  "Person's votes" is the total number of votes attached to all
                  the Shares (if any) in which the Person directly or Indirectly
                  has a Relevant Interest.

                  "Total votes in the Company" is the total number of votes
                  attached to all Shares.

         (e)      The information to be given must include:

                  (i)      the Substantial Holder's name and address;

                  (ii)     details of their Relevant Interest in Shares and of
                           the circumstances giving rise to that Relevant
                           Interest;

                  (iii)    the name of the Shareholders in relation to the
                           Shares in which the Substantial Holder has a Relevant
                           Interest;

                  (iv)     details of any agreement through which the
                           Substantial Holder would have a Relevant Interest in
                           Shares in the Company;

                  (v)      the name of each Associate who has a Relevant
                           Interest in Shares in the Company, together with
                           details of:

                           (A)      the nature of their association with the
                                    Associate;

                           (B)      the Relevant Interest of the Associate; and

                           (C)      any agreement through which the Associate
                                    has the Relevant Interest; and

                  (vi)     if the information is being given because of a
                           movement in their holding - the size and date of that
                           movement.

         (f)      The information must be given in the form prescribed by the
                  Company (if the Company has prescribed a form) and must be
                  accompanied by:

                  (i)      a copy of any document including any agreement that:

                           (A)      contributed to the situation giving rise to
                                    the Shareholder needing to provide the
                                    information; and

                           (B)      is in writing and readily available to the
                                    Substantial Holder or Shareholder; and

                  (ii)     a statement by the Substantial Holder or Shareholder
                           giving full and

<PAGE>

                           accurate details of any contract, scheme or
                           arrangement that:

                           (A)      contributed to the situation giving rise to
                                    the Shareholder needing to provide the
                                    information; and

                           (B)      is not both in writing and readily available
                                    to the Substantial Holder or Shareholder.

         (g)      The information does not need to be accompanied by the
                  documents referred to in article 49.2A(f) if the transaction
                  that gives rise to the Shareholder needing to provide the
                  information takes place on the ASX.

         (h)      The Shareholder must give the information:

                  (i)      within two (2) Business Days after they become aware
                           of the information as referred to in article
                           49.2(A)(e); or

                  (ii)     by nine-thirty (9.30 am) on the next trading day of
                           the ASX after they become aware of the information as
                           referred to in article 49.2(A)(e) if a Take-over Bid
                           is made.

49.3.    For the purpose of article 49.2 or article 49.2A, a Person:

         a.       holding or acquiring a Relevant Interest; or

         b.       exercising the voting rights at a General Meeting,

         shall together with his Affiliated Companies be considered as one
         Person in respect of such Relevant Interest or exercise of voting
         rights, and each of them, to the extent he holds one or more Shares
         shall be jointly and severally liable (hoofdelijk aansprakelijk) for
         each other's obligations under these Articles pursuant to article 49.7
         under a., and article 50.3 under b. In addition, there may be imposed
         on each of them the other remedies referred to in articles 49.7 and
         50.3.

49.4.    For the purpose of article 49.2 or article 49.2A, if one or more
         Persons pursuant to an agreement or a nominee or trustee arrangement
         act together for the purpose of:

         a.       holding or acquiring a Relevant Interest; or

         b.       exercising the voting rights at a General Meeting; or

         c.       circumventing the prohibition as referred to in article 49.2
                  or the obligation in article 49.2A,

         all of them shall be considered as one Person in respect of such
         Relevant Interest, exercise of voting rights or circumvention of the
         prohibition or obligation. Each of them, to the extent he holds one or
         more Shares shall be jointly and severally liable (hoofdelijk
         aansprakelijk) for each other's obligations under these Articles
         pursuant to article 49.7 under a. and article 50.3 under b. In
         addition, there may be imposed on each of them the other remedies
         referred to in articles 49.7 and 50.3.

49.5.    A Person is not considered to hold or acquire a Relevant Interest for
         the purpose of article 49.2 or article 49.2A, if the Relevant Interest
         arises merely because:

         a.       that Person acquires a Relevant Interest solely as a nominee
                  or trustee for a Person who may direct the nominee or trustee
                  as to the exercise of any power relating to the Relevant
                  Interest;

         b.       that Person holds Shares as a securities intermediary
                  (effectenbemiddelaar) within the meaning of section 7 of the
                  1995 Act on the supervision of the securities trade (Wet
                  toezicht effectenverkeer 1995), such as inter alia brokers and
                  dealers, provided such Person acts on behalf of someone else
                  (and not for

<PAGE>

                  his own account) in the ordinary course of such Person's
                  business and provided such person is qualified to practise
                  under applicable law;

         c.       that Person holds Shares as a custodian (bewaarder) or
                  depository in order to enable the Shares of the Company to be
                  traded on a stock market of a securities exchange, provided
                  such Person is qualified to practise under applicable law;

         d.       that Person holds or acquires a Relevant Interest as a result
                  of a share repurchase and cancellation of shares;

         e.       of a charge or other security taken for the purpose of a
                  transaction entered into by the Person if:

                  (i)      the mortgage, charge or security is taken or acquired
                           in the ordinary course of the Person's business of
                           providing financial services and on ordinary
                           commercial terms; and

                  (ii)     the Person whose property is subject to the charge or
                           security is not an Affiliated Company of the Person;

         f.       the Person has been appointed to vote as a proxy or
                  representative on Shares if:

                  (i)      the appointment is for one General Meeting only; and

                  (ii)     neither the Person nor any Affiliated Company gives
                           valuable consideration for such appointment;

         g.       of:

                  (i)      an exchange traded option over the Shares; or

                  (ii)     a right to acquire a Relevant Interest given by a
                           (futures) agreement.

                  This paragraph g. stops applying to any Relevant Interest when
                  the obligation to make or take delivery of the Shares arises;

         h.       a company's articles of association or applicable law gives
                  all shareholders pre-emptive rights on the transfer of shares
                  if all shareholders of the relevant company have pre-emptive
                  rights on the same terms;

         i.       the Person is a (managing) director of a legal entity having a
                  Relevant Interest; or

         j.       of an agreement if the agreement is conditional on a
                  resolution referred to in article 49.6 under e.

         When a Person's Relevant Interest in a Share is disregarded pursuant to
         this article 49.5, the Person shall for the purposes of article 49.2
         under b. or article 49.2A be taken not to be entitled to exercise,
         directly or Indirectly, the voting rights relating to that Share.

49.6.    The prohibition as referred to in article 49.2 or the obligation as
         referred to in article 49.2A shall not apply to the extent that:

         a.       the holding or acquisition of a Relevant Interest results from
                  the acceptance of offers under a Take-over Bid;

         b.       the holding or acquisition of a Relevant Interest is the
                  result of an On-Market Transaction if:

                  (i)      the acquisition is by or on behalf of the bidder
                           under a Take-over Bid; and

                  (ii)     the acquisition occurs during the bid period in
                           respect of the Take-over Bid; and

                  (iii)    the Take-over Bid is for all the Bid Securities; and

                  (iv)     the Take-over Bid is unconditional;

<PAGE>

         c.       the holding or acquisition of a Relevant Interest arises in
                  the following circumstances:

                  (i)      throughout the six (6) months before the acquisition
                           a Person directly, or Indirectly, holds a Relevant
                           Interest in the issued and outstanding share capital
                           of the Company of at least nineteen percent (19%);
                           and

                  (ii)     as a result of the acquisition, directly, or
                           Indirectly, the Person would have a Relevant Interest
                           in the issued and outstanding share capital of the
                           Company not more than three (3) percentage points
                           higher than he had six (6) months before the
                           acquisition;

         d.       the holding or acquisition of a Relevant Interest:

                  (i)      is consistent with the purposes in article 49.1; and

                  (ii)     conforms to the principles in article 49.13 as they
                           apply to the acquisition or holding, adjusting those
                           principles as appropriate to meet the particular
                           circumstances of the acquisition or holding but
                           without derogating from the purposes in article 49.1;
                           and

                  (iii)    has received the prior approval of the Supervisory
                           Board;

         e.       the holding or acquisition of a Relevant Interest has been
                  approved previously by a General Meeting if:

                  (i)      no votes are cast in favour of the resolution by:

                           (A)      the Person proposing to make the acquisition
                                    and its Associates; or

                           (B)      the Person (if any) from whom the
                                    acquisition is to be made and its
                                    Associates; and

                  (ii)     the Shareholders were given all information known to
                           the Person proposing to make the acquisition or its
                           Associates, or known to the Company, that was
                           material to the decision on how to vote on the
                           resolution, including:

                           (A)      the identity of the Person proposing to make
                                    the acquisition and its Associates; and

                           (B)      the maximum extent of the increase in that
                                    Person's Relevant Interest in the Company
                                    that would result from the acquisition; and

                           (C)      the Relevant Interest that Person would have
                                    as a result of the acquisition; and

                           (D)      the maximum extent of the increase in the
                                    Relevant Interest each of that Person's
                                    Associates that would result from the
                                    acquisition; and

                           (E)      the Relevant Interest that each of that
                                    Person's Associates would have as a result
                                    of the acquisition;

         f.       the holding or acquisition of a Relevant Interest results from
                  an acquisition through operation of law including a merger by
                  Law in accordance with the Dutch Civil Code;

         g.       the holding or acquisition of a Relevant Interest results from
                  the acceptance of take-over offers made by the Company for the
                  securities of another body corporate listed on the stock
                  market of a securities exchange, which offers are made in
                  accordance with applicable securities law regulating the
                  conduct of take-overs of bodies corporate of that kind, where
                  Shares or securities convertible into Shares are included in
                  the consideration for the acquisition of securities under

<PAGE>

                  those offers;

         h.       the holding or acquisition of a Relevant Interest results from
                  the exercise of rights of conversion attaching to securities
                  convertible into Shares issued in accordance with paragraph g;
                  or

         i.       the holding or acquisition of a Relevant Interest results from
                  an issue by the Company under a prospectus to a Person as
                  underwriter or sub-underwriter to the issue where the
                  prospectus disclosed the effect or range of possible effects
                  that the issue would have on the number of Shares in which
                  that Person would have a Relevant Interest and on the voting
                  rights of that Person.

49.7.    Subject to articles 49.8 and 49.9, the Supervisory Board may cause the
         Company to exercise any one or more of the following remedies if a
         breach by a Person of the provisions of article 49.2 or article 49.2A
         has occurred or is continuing:

         a.       require, by notice in writing, the Shareholder to dispose all
                  or part of the Shares so held in breach of article 49.2 or
                  article 49.2A within the time specified in the notice;

         b.       disregard the exercise by such Person of all or part of the
                  voting rights arising from the Shares or the right of pledge
                  (pandrecht) or the right of Usufruct on Shares, provided the
                  right to vote the Shares so pledged or subject to the right of
                  Usufruct is included in such right so held in breach of
                  article 49.2 or article 49.2A; or

         c.       suspend such Person from the right to receive all or part of
                  the dividends or other distributions arising from the Shares
                  so held in breach of article 49.2 or article 49.2A.

49.8.    The Company may exercise the remedies referred to in article 49.7 if it
         first obtains a judgement from the competent courts and acts in
         accordance with such judgement, that a breach of the prohibition of
         article 49.2 or the obligation in article 49.2A has occurred and is
         continuing.

49.9.    In addition to exercising its rights under articles 49.8 and 49.10, the
         Company may exercise the remedies referred to in article 49.7 if it
         first obtains advice from, and acts in accordance with the advice of:

         a.       a Senior Counsel in the commercial field of at least five (5)
                  years standing as a Senior Counsel; or

         b.       a senior partner experienced in Australian mergers and
                  acquisitions of a major Australian commercial law firm; and

         in either case, being independent of (and not associated with) the
         Company or any other interested party and without a material personal
         interest in the matter.

         The advisor shall be appointed by the Company, but must be nominated
         by:

         (i)      the president of the Panel; or

         (ii)     if such Person is unwilling or unable to make the nomination,
                  the director of the Panel; or

         (iii)    if such Person is unwilling or unable to make the nomination,
                  a mediator on the Supreme Court of New South Wales list of
                  approved mediators nominated by the Company.

         The advisor must inter alia be instructed to:

<PAGE>

         (A)      advise whether any breach of article 49.2, article 49.2A or
                  article 50.2 has occurred;

         (B)      have regard to the purposes under article 49.1 and to the
                  extent applicable, the principles in article 49.13, Australian
                  Law and Policy in interpreting these provisions and giving
                  this advice;

         (C)      in determining whether the exception under article 49.6 under
                  a. applies to an acquisition or holding of a Relevant Interest
                  pursuant to a Take-over Bid that is not a Corporations Act
                  Bid, have regard to the manner in which a bid for CUFS or
                  Shares would have been conducted under a Corporations Act Bid,
                  including the information which would have provided to
                  shareholders in connection with such bid;

         (D)      give the Company and any Person that would be aggrieved by the
                  exercise of the Company's powers under articles 49.7 or
                  article 50.3 the opportunity, with their legal advisors, to
                  make submissions to the advisor, prior to the advisor
                  providing the advice;

         (E)      have regard to issues under Dutch law to the extent relevant
                  to providing his or her advice and for that purpose to retain,
                  at the Company's cost, an appropriately qualified expert in
                  Dutch law; and

         (F)      provide his or her advice as soon as possible.

         The Company shall:

         1.       provide any assistance or information it may possess, which is
                  reasonably required by the advisor to give this advice;

         2.       be responsible for paying the advisors' fees and expenses;

         3.       include in the terms of the advisor's appointment an indemnity
                  by the Company in favour of the advisor for any loss or
                  liability he or she may incur in connection with providing
                  this advice, except as a result if his or her negligence or
                  wilful default; and

         4.       provide a copy of the advice to the Person who has breached or
                  is alleged to have breached article 49.2, article 49.2A or
                  article 50.2.

         The Company shall include any other terms and conditions in the
         appointment of the advisor which the Person nominating the advisor
         specifies.

49.10.   Where the Company is seeking but has not received advice under article
         49.9, the Company may also exercise any of the remedies described in
         article 49.7 (other than that as described under a.) by notice in
         writing to the Shareholder but so that they have effect for the period
         commencing on the date the notice is given and ending on the earlier
         of:

         a.       twenty one (21) days after the notice has been given; and

         b.       one (1) day after the advice under article 49.9 has been
                  provided to the Company.

49.11.   If there are reasonable grounds to believe that a breach of article
         49.2 or article 49.2A has occurred, the Supervisory Board must consider
         whether to exercise the remedies under article 49.7 or article 50.3 and
         take advice as to whether it should exercise those remedies. For that
         purpose, the Supervisory Board must give proper consideration to (and
         include within any brief for advice) any submission that a breach has
         occurred from any Shareholders or any other interested Person or
         officer of the Company aggrieved by

<PAGE>

         the alleged breach.

49.12.   If the requirements of any notice pursuant to article 49.7 under a. are
         not complied with by the Person within the time specified in the
         notice, the Company may, as an irrevocable proxy of the Shareholder,
         without any further instrument, cause the Shares referred to in the
         notice to be sold on any relevant securities exchange on which they are
         quoted, or, if they are not so quoted, in accordance with section 2:
         87b Dutch Civil Code.

         The Company may:

         a.       appoint a Person as transferor to effect a transfer in respect
                  of any Shares sold in accordance with this article and to
                  receive and give good discharge of the purchase money for
                  them;

         b.       acknowledge the transfer despite the fact that the share
                  certificates (if any) may not have been delivered to the
                  Company;

         c.       issue a new share certificate (if required) in which event the
                  previous certificate(s) (if any) are deemed to have been
                  cancelled;

         d.       if the Person delivers the relevant share certificates (if
                  any) to the Company for cancellation, the purchase money less
                  the expenses of any sale made in accordance with paragraph (b)
                  above must be paid to the Person whose Shares were sold; and

         e.       if the Person does not deliver the relevant share certificates
                  (if any) to the Company, the Company may sue the Person in
                  detinue for recovery of the share certificates (if any), and
                  the Person is not entitled to deny or dispute the Company's
                  ownership and right to possession of any share certificate in
                  any legal action.

                  The Company may, by notice in writing, at any time require any
                  Shareholder to provide the Company any information or evidence
                  (on oath or otherwise verified if the Company reasonably
                  requires) as the Company may consider likely to be of
                  assistance in determining whether or not that Person is
                  eligible to remain a Shareholder with respect to all his
                  Shares.

                  Despite anything in this article 49.12, the Company has no
                  liability, subject to article 49.18, arising from any Person
                  holding Shares in circumstances which would result in or have
                  the effect of causing an infringement or contravention of
                  article 49.2 or article 49.2A.

                  The Company and the members of its Managing Board, Supervisory
                  Board or Joint Board have no liability to any Person arising
                  from any action taken by the Company under this article,
                  provided that such action was taken in good faith.

49.13.   In addition to fulfilling the purposes in article 49.1, a Take-over Bid
         must comply with the following principles.

         a.       An offer for Bid Securities must be an offer to buy all the
                  Bid Securities or a specified proportion of the Bid
                  Securities. The proportion specified must be the same for all
                  holders of the Bid Securities.

         b.       A Person who holds one (1) or more parcels of those securities
                  as trustee or nominee for, or otherwise on account of, another
                  Person may accept the offer as if a separate offer had been
                  made in relation to:

<PAGE>

                  (i)      each of those parcels; and

                  (ii)     any parcel they hold in its own right;

         c.       All the offers made must be the same. In applying this
                  paragraph, the following shall be disregarded:

                  (i)      any differences in the offers attributable to the
                           fact that the number of Bid Securities that may be
                           acquired under each offer is limited by the number of
                           Bid Securities held by the holder;

                  (ii)     any differences in the offers attributable to the
                           fact that the offers relate to Bid Securities having
                           different accrued dividend or distribution
                           entitlements;

                  (iii)    any differences in the offers attributable to the
                           fact that the offers relate to Bid Securities on
                           which different amounts are paid up or remain unpaid;

                  (iv)     any differences in the offers attributable to the
                           fact that the Person making the offer may issue or
                           transfer only whole numbers of securities as
                           consideration for the acquisition; and

                  (v)      any additional cash amount offered to holders instead
                           of the fraction of a security that would otherwise be
                           offered.

         d.       The consideration offered for Bid Securities must equal or
                  exceed the maximum consideration that the Person making the
                  offer directly or Indirectly provided, or agreed to provide,
                  for Shares or CUFS under any purchase or agreement during the
                  four (4) months before the first day of the period of the
                  offer.

         e.       A Person making an offer for Bid Securities must not directly
                  or Indirectly, during the period of the offer, give, offer to
                  give or agree to give a benefit to a Person if:

                  (i)      the benefit is likely to induce the Person directly
                           or Indirectly to:

                           (A)      accept the offer; or

                           (B)      dispose of Shares or CUFS; and

                  (ii)     the benefit is not offered to all holders of Bid
                           Securities.

         f.       The period of the offer must:

                  (i)      start on the date the first offer is made; and

                  (ii)     last for at least one (1) month, and not more than
                           twelve (12) months.

                  If, within the last seven (7) days of the period of the offer:

                  (A)      the offers are varied to improve the consideration
                           offered (including by offering an alternative form of
                           consideration); or

                  (B)      the number of Shares in which the Person making the
                           offer directly or Indirectly holds a Relevant
                           Interest, or both, increases to more than fifty
                           percent (50%) of the issued and outstanding share
                           capital of the Company,

                  the period of the offer is extended so that it ends fourteen
                  (14) days after the event referred to in paragraph (A) or (B)
                  above.

         g.       Offers must not be subject to a maximum acceptance condition.
                  A maximum acceptance condition is one that provides that the
                  offers will terminate, or the maximum consideration offered
                  will be reduced, if effectively one or more of the following
                  occurs:

                  (i)      the number of Bid Securities for which the Person
                           making the offer receives acceptances reaches or
                           exceeds a particular number; or

<PAGE>

                  (ii)     the number of Shares in which the Person making the
                           offer directly or Indirectly holds a Relevant
                           Interest, or both, reaches or exceeds a particular
                           percentage of the issued and outstanding share
                           capital of the Company; or

                  (iii)    the percentage of Bid Securities the Person making
                           the offer has a Relevant Interest in reaches or
                           exceeds a particular percentage of Bid Securities in
                           that class.

                  Offers must not be subject to a discriminatory condition. A
                  discriminatory condition is a condition that allows the Person
                  making the offer to acquire, or may result in that Person
                  acquiring, Bid Securities from some but not all of the people
                  who accept the offers.

                  Offers must not be subject to a condition if the fulfilment of
                  the condition depends on:

                  (i)      the opinion, belief or other state of mind of the
                           Person making the offer or an Affiliated Company; or

                  (ii)     the happening of an event that is within the sole
                           control of, or is a direct result of action by, any
                           of the following:

                           (A)      the Person making the offer (acting alone or
                                    together with an Affiliated Company); or

                           (B)      an Affiliated Company (acting alone or
                                    together with the Person making the offer or
                                    another Affiliated Company of that Person).

         h.       The Person making the offer may only vary the offer made by:

                  (i)      improving the consideration offered (including by
                           offering an additional form of consideration); or

                  (ii)     extending the period of the offer.

                  The terms of unaccepted offers must be varied in the same way.
                  Any person who has already accepted an offer must be entitled
                  to the improved consideration and, in the case of an addition
                  of a new form of consideration, be entitled to make a fresh
                  election.

         i.       A Person making an offer that is unconditional may extend the
                  period of the offer at any time before the end of the offer. A
                  Person making an offer that is still subject to conditions may
                  only extend the period of the offer at least seven (7) days
                  before the end of the period of the offer unless during that
                  seven (7) day period another Person announces a bid for Bid
                  Securities or improves the consideration offered under another
                  bid for Bid Securities.

         j.       Each offer must be in writing and have the same date. This
                  date is the day the first offer is made.

         k.       The Person making the offer must, at the same time it gives
                  its offer to holders of Bid Securities, also give a document
                  to those holders setting out all information known to the
                  Person that is material to the making of the decision by a
                  holder of Bid Securities whether or not to accept the offer.
                  This document must be given to the Company and ASX at least
                  fourteen (14) days before it is given to these holders and
                  must be dated. The date is the date on which the document is
                  given to ASX. If the Person making the offer becomes aware of:

<PAGE>

                  (i)      a misleading or deceptive statement in the document;
                           or

                  (ii)     an omission from the document of information required
                           by article 49.1 or this article 49.13; or

                  (iii)    a new circumstance that:

                           (A)      has arisen since the document was given to
                                    the Company; and

                           (B)      would have been required by article 49.1 or
                                    this article 49.13 to be included in the
                                    document if it had arisen before the
                                    document was given to the Company,

                  that is material from the point of view of a holder of Bid
                  Securities, the Person making the offer must prepare a
                  supplementary document that remedies this defect. The Person
                  making the offer must give the supplementary document to the
                  Company and give a copy with ASX. The supplementary document
                  must be dated. The date is the date on which the supplementary
                  document is given to ASX.

49.14.   A bid for Shares or CUFS is taken to comply with the principles in
         article 49.13 if it is a Corporations Act Bid at all relevant times.
         The Supervisory Board must act reasonably and in a timely manner in
         agreeing with a Person making a Corporations Act Bid to any
         modifications or exemptions to the application of Parts 6.4, 6.5, 6.6
         and 6.8 of the Corporations Act to a Corporations Act Bid having regard
         to the purposes in article 49.1, the principles in article 49.13 and
         Australian Law and Policy.

49.15.   If a Take-over Bid is made, the Company must:

         a.       give to all holders of Bid Securities, ASX and the Person
                  making the Take-over Bid a document in a timely manner setting
                  out all information that the holders and their professional
                  advisers would reasonably require to make an informed
                  assessment whether to accept an offer under the Take-over Bid.
                  The document must contain this information:

                  (i)      only to the extent to which it is reasonable for
                           investors and their professional advisers to expect
                           to see the information in the document; and

                  (ii)     only if the information is known to any members of
                           the Joint Board; and

                  The document must also contain a statement by each member of
                  the Joint Board:

                  (A)      recommending that offers under the Take-over Bid be
                           accepted or not accepted, and giving reasons for the
                           recommendation; or

                  (B)      giving reasons why a recommendation is not made.

                  The document must be dated. The date is the date on which the
                  document is given to ASX;

         b.       if it becomes aware of:

                  (i)      a misleading or deceptive statement in the document;
                           or

                  (ii)     an omission from the document of information required
                           by paragraph a above; or

                  (iii)    a new circumstance that:

                           (A)      has arisen since the document was given to
                                    the Person making the offer; and

                           (B)      would have been required by paragraph a.
                                    above to be included if it had arisen before
                                    the document was given to the Person making
                                    the

<PAGE>

                                    offer,

                  that is material from the point of view of a holder of Bid
                  Securities, prepare a supplementary document that remedies
                  this defect and give it to the Person making the offer and
                  ASX. The supplementary document must be dated. The date is the
                  date on which the supplementary document is given to ASX; and

         c.       if it has been given a document in accordance with article
                  49.13 under k. and the Person making the offer makes a request
                  for information under this paragraph for the purposes of
                  fulfilling the purposes under article 49.1 and complying with
                  the principles under article 49.13, the Company must inform
                  the Person of the name and address of each Person who held Bid
                  Securities and that Person's holding, at the specified time by
                  the Person making the Offer. The Company must give the
                  information to the Person making the offer in a timely manner
                  and:

                  (i)      in the form that the Person requests; or

                  (ii)     if the Company is unable to comply with the request -
                           in writing.

                  If the Company must give the information to the Person in
                  electronic form, the information must be readable but the
                  information need not be formatted for the preferred operating
                  system of the Person making the offer.

49.16.   The Company may, by giving notice in writing, require the holder of a
         Share or a CUFS to give to the Company, within two (2) Business Days
         after receiving the notice, a statement in writing setting out:

         a.       full details of the holder's Relevant Interest and of the
                  circumstances giving rise to that Relevant Interest; and

         b.       the name and address of each other Person who has a Relevant
                  Interest together with full details of:

                  (i)      the nature and extent of the Relevant Interest; and

                  (ii)     the circumstances that give rise to the Person's
                           Relevant Interest; and

         c.       the name and address of each Person who has given the holder
                  of the Shares or the Person as referred to in paragraph b.
                  above instructions about:

                  (i)      the acquisition or disposal of a Relevant Interest;
                           or

                  (ii)     the exercise of any voting or other rights attached
                           to a Relevant Interest;

                  (iii)    any other matter relating to a Relevant Interest;

                  together with full details of those instructions (including
                  the date or dates on which those relevant instructions were
                  given).

                  A matter referred to in paragraph b. or c. need only be
                  disclosed to the extent to which it is known to the Person
                  making the disclosure

                  Where a statement is delivered to the Company containing any
                  details as referred to in paragraphs b. or c., the Company
                  may, by giving notice in writing, require a holder of a Share
                  or a CUFS to give to the Company or to use its best endeavours
                  to procure that any other Persons as referred to in paragraphs
                  b. or c. above to give to the Company, within two (2) days
                  after receiving the notice, a statement in writing setting out
                  the details as referred to in paragraphs a, b. and/or c.
                  above.

49.17.   So long as Shares are quoted on ASX, if the Company becomes subject to
         the law of any jurisdiction which applies so as to regulate the
         acquisition of control, and the

<PAGE>

         conduct of any take-over, of the Company:

         a.       the Company shall consult promptly with ASX to determine
                  whether, in the light of the application of such law:

                  (i)      ASX requires amendment to Chapter III of these
                           articles in order for these Articles to comply with
                           the Listing Rules as then in force; or

                  (ii)     any waiver of the Listing Rules permitting the
                           inclusion of all or part of Chapter III in these
                           Articles has ceased to have effect; and

         b.       where:

                  (i)      the Listing Rules require these Articles to contain a
                           provision and it does not contain such a provision;

                  (ii)     the Listing Rules require these Articles not to
                           contain a provision and it contains such a provision;
                           or

                  (iii)    any provision of these Articles is or becomes
                           inconsistent with the Listing Rules,

                  the Managing Board shall put to the General Meeting a proposal
                  to amend these Articles so as to make them, to the fullest
                  extent permitted by Law, consistent with the Listing Rules.

49.18.   The Company shall indemnify a Person who:

         a.       is or was a Shareholder for the purpose of making CUFS
                  available; and

         b.       was or is a party or is threatened to be made a party to any
                  threatened, pending, current or completed action, suit,
                  investigation or proceeding, whether civil, criminal,
                  administrative or investigative brought by any other person in
                  connection with any action taken or not taken by such person
                  or the Company as contemplated under article 49.7, article
                  49.12 or article 50.3,

         against all expenses (including attorneys' fees) judgements, fines and
         amounts paid in settlement which are actually and reasonably incurred
         by the person in connection with such action, suit, investigation or
         proceeding unless such Shareholder acted in bad faith.

CUFS HOLDERS.

ARTICLE 50

50.1.    This article 50 is applicable to CUFS Holders who are bound by these
         Articles under the Corporations Act (as modified) or any other
         applicable law.

50.2.    A CUFS Holder shall not do anything which would result in a breach of
         these Articles whether on the part of that Person or another Person
         bound by these Articles.

50.3.    Where a remedy is exercisable under article 49.7 in respect of Shares
         and CUFS are issued in respect of the Shares which are the subject of
         the remedy:

         a.       the Company must give a written notice setting out the name
                  and holding of the CUFS Holder, whose CUFS relate to the
                  Shares, and such other information as the Company considers
                  necessary, to the Shareholder and the Shareholder shall be
                  entitled to rely on the information contained in that notice
                  for the purposes of these Articles. A copy of this notice, as
                  well as any notice given to the Shareholder under article 49.7
                  or article 49.10, must also be given to that CUFS Holder;

<PAGE>

         b.       the Supervisory Board may cause the Company to require, by
                  notice in writing to the CUFS Holder, that the CUFS Holder
                  dispose of such number of CUFS that relate to the Shares, and
                  within such time, as is specified in the notice;

         c.       if the notice to the Shareholder under paragraph a. above
                  states that the right to receive dividends or other
                  distributions in respect of any of those Shares has been
                  suspended, the Shareholder shall not, before receiving notice
                  from the Company that the suspension has been lifted,
                  distribute, nor direct the Company to distribute, to the CUFS
                  Holder any dividend or distribution from the Company in
                  respect of the CUFS which relate to those Shares;

         d.       if the notice to the Shareholder under paragraph a. above
                  states that the Company has determined to disregard the
                  exercise of voting rights attached to particular Shares, the
                  Shareholder shall inform the Company, as required by the
                  Company, of such directions as to voting which the Shareholder
                  has received from the CUFS Holders, and the names of the CUFS
                  Holders concerned, in respect of all Shares held by the
                  Shareholder, in order to ensure that the exercise of voting
                  rights attaching to those Shares which are the subject of the
                  Company's determination, and not other Shares, are
                  disregarded. The Company shall be entitled to rely upon the
                  information provided by the Shareholder.

50.4.    If the requirements of a notice under article 50.3 under b. are not
         complied with by the Person within the time specified in the notice,
         the Company may, as an irrevocable proxy of the CUFS Holder, without
         any further instrument, cause the CUFS referred to in the notice to be
         sold to the extent permitted by and in accordance with the SCH Business
         Rules and must pay to the Person whose CUFS were sold the purchase
         money less the expenses of the sale.

         The Company may, by notice in writing, at any time require any CUFS
         Holder to provide the Company any information or evidence (on oath or
         otherwise verified if the Company reasonably requires) as the Company
         may reasonably consider likely to be of assistance in determining
         whether or not a breach of these Articles has occurred or is
         continuing.

         Despite anything in this article 50.4, the Company and the Shareholder
         have no liability arising from any Person holding CUFS in circumstances
         which would result in or have the effect of causing an infringement or
         contravention of article 49.2, article 49.2A or article 50.2.

50.5.    A CUFS Holder shall not have any claim against the Company, the members
         of its Managing Board, Supervisory Board or Joint Board or the
         Shareholder for any action taken by any of them in accordance with
         article 49 or this article 50 or the SCH Business Rules, provided that
         such action was taken in good faith.

CHAPTER IV

RENEWAL PROVISION.

ARTICLE 51.

Articles 49.9 through 49.10 of these Articles shall lapse after a period of five
(5) years from the later of the date referenced in the head of this deed and the
date that the General Meeting last extended the applicability of articles 49.9
through 49.10, subject to the confirmation of such

<PAGE>

extension by way of the deposit by the Joint Board of a declaration with the
trade register of the competent Chamber of Commerce and Industry as referred to
in section 2: 77 Dutch Civil Code. If those articles lapse, the remedies in
article 49.7 may thereafter be exercised only if the Company has obtained a
judgement from the competent courts in accordance with article 49.8.

[NB THIS ARTICLE HAS BEEN INCLUDED BY AMENDMENT OF THE ARTICLES OF ASSOCIATION,
EFFECTED ON THE SEVENTH DAY OF SEPTEMBER TWO THOUSAND AND ONE].

TRANSITIONAL PROVISIONS.

DELEGATION OF THE AUTHORITY TO ISSUE SHARES, TO LIMIT AND TO EXCLUDE PRE-EMPTIVE
RIGHTS.

ARTICLE 52.

Effective as per the amendment of these Articles on the ninth day of August two
thousand and two, and on the proposal of the Joint Board, the delegation of the
authority to issue shares in the capital of the Company and to grant rights to
subscribe for shares, and to exclude or limit pre-emptive rights relating to
such issues and grants to the Joint Board (the "Delegation"), made by written
resolution of the general meeting of Shareholders of the Company dated the
fourteenth day of August two thousand and one, is terminated.

Effective as per the amendment of these Articles and on the proposal of the
Joint Board, the Delegation is considered to be granted to the Supervisory
Board, and shall be (i) for a period ending on the fifteenth day of August two
thousand and six, and (ii) up to the maximum number of Shares that may be issued
under the authorised share capital, as set forth in these Articles from time to
time.

[NB THIS ARTICLE HAS BEEN INCLUDED BY AMENDMENT OF THE ARTICLES OF ASSOCIATION,
EFFECTED ON THE NINTH DAY OF AUGUST TWO THOUSAND AND TWO].

MANAGING BOARD APPOINTMENT.

ARTICLE 53.

For the purpose of article 14.2., Donald Ewen Cameron will be deemed to be
appointed as member of the Managing Board as per the date referenced in the head
of these Articles.

[NB THIS ARTICLE HAS BEEN INCLUDED BY AMENDMENT OF THE ARTICLES OF ASSOCIATION,
EFFECTED ON THE SEVENTH DAY OF SEPTEMBER TWO THOUSAND AND ONE].