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                                                                     EXHIBIT 1.1

                                                                      DE BRAUW
                                                                      BLACKSTONE
                                                                      WESTBROEK

                             UNOFFICIAL TRANSLATION
                           OF THE DEED OF AMENDMENT OF
                           THE ARTICLES OF ASSOCIATION
                          JAMES HARDIE INDUSTRIES N.V.
                             dated 1 September 2005

On the first day of September two thousand and five appears before me, Professor
Martin van Olffen, notaris (civil-law notary) practising in Amsterdam:

Reinier Hans Kleipool, kandidaat-notaris (candidate civil-law notary), employed
by De Brauw Blackstone Westbroek N.V., a limited liability company, with
corporate seat in The Hague, with address at: 2596 AL The Hague, the
Netherlands, Zuid-Hollandlaan 7, at the office in Amsterdam, born in
Geldermalsen on the twenty-fourth day of September nineteen hundred and
seventy-nine. The person appearing declares that on the twenty-second day of
August two thousand and five the general meeting of shareholders of JAMES HARDIE
INDUSTRIES N.V., a limited liability company, with corporate seat in Amsterdam
and address at: 1077ZX Amsterdam, Strawinskylaan 3077a, resolved to amend the
articles of association of this company and to authorise the person appearing to
execute this deed.

Pursuant to those resolutions the person appearing declares that he amends the
company's articles of association such that these shall read in full as follows

                            ARTICLES OF ASSOCIATION:

CHAPTER I

DEFINITIONS.

ARTICLE 1.

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

<TABLE>
<S>                              <C>
ARTICLES                         these articles of association;

ASTC                             the ASX Settlement and Transfer Corporation Pty
                                 Ltd, the holder of an Australian clearing and
                                 settlement facility licence granted under the
                                 Corporations Act;

ASTC OPERATING RULES             the Australian law governed operating rules of
                                 the ASTC, regulating the settlement, clearing
                                 and registration of, among other things, the
                                 CUFS, as amended, varied or waived (with
                                 respect to the Company or generally) from time
                                 to time;

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 or NYSE
                                 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 ASTC Operating
                                 Rules;

COMPANY                          James Hardie Industries N.V.;
</TABLE>

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<TABLE>
<S>                              <C>
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 ASTC Operating 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 ASTC Operating
                                 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;

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 and the NYSE 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;

NYSE                             The New York Stock Exchange;

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;
</TABLE>

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<TABLE>
<S>                              <C>
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 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.
</TABLE>

CHAPTER II

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. Subject to the approval of the Joint Board 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
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     proposal of and for a price and on such further terms and conditions to be
     determined by the Supervisory Board, subject to the approval of the Joint
     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 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 Managing 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;

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     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 Managing 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 Managing 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:

     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 Managing 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 Managing 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 Managing 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
     Managing 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 Managing 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
     Managing 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.

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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,

     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 subject to the approval 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 Managing 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. A proposal of the Managing Board, as referred to in the
     preceding sentence, is subject to the approval of the Joint Board.

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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 Managing Board, be issued upon the request of a
     Shareholder.

7.3. Share certificates shall be available in such denominations as the Managing
     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 Board for that purpose.

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

7.6. The Managing 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 Managing 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 Managing 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 Managing Board.

8.2. If, as and when the Managing 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 Managing 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 Managing Board, be published in newspapers to be indicated by the
     Managing 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 Managing Board, may, in whole or in part, be kept in more than one
     copy and at more than one address.

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     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 Managing 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
     Managing 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 Managing Board shall have power and authority to permit inspection of
     the share register 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 ASTC Operating Rules, including but not limited to a register
     of debenture holders and of option holders.

9.8. The Managing 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 ASTC Operating 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
     Managing 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.

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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 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.

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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 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.

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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 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) or more members under the guidance 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, other than the CEO, 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 Supervisory Board
     as well as any Shareholder shall have the right to make nominations.

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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 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, subject to the approval of the
     Supervisory Board, the Managing Board may adopt Management Rules and the
     Managing Board shall have authority, subject to the approval of the
     Supervisory Board, to amend the Management Rules from time to time. Also,
     subject to the approval of the Supervisory Board, the Managing 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 absent, the Supervisory Board is authorised to designate one
     or more persons temporarily in charge of management (belet en ontstentenis
     persoon). In case one or more members of the Managing Board are prevented
     from acting or is absent, 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 absent and
     the Supervisory Board has not designated one or more persons temporarily in
     charge of the management, the Supervisory Board shall temporarily be in
     charge of the management. Failing one or more members of the Managing
     Board, the Supervisory Board shall take the necessary measures as soon as
     possible in order to have a definitive arrangement made.

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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 Managing 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.

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

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          (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.

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

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     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 or Joint
     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 members 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 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.

17.3. Without prejudice to any other applicable provisions of these Articles,
     the Managing Board shall furthermore require the approval of the
     Supervisory Board, the Joint Board and the General Meeting for resolutions
     of the Managing Board regarding a significant change in the identity or
     nature of the Company or the enterprise, including in any event:

     a.   the transfer of the enterprise or practically the entire enterprise to
          a third party;

     b.   to conclude or cancel any long-lasting co-operation by the Company or
          a subsidiary ('dochtermaatschappij') with any other legal person or
          company or as a fully liable general partner of a limited partnership
          or a general partnership, provided that such co-operation or the
          cancellation thereof is of essential importance to the Company;

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     c.   to acquire or dispose of a participating interest in the capital of a
          company with a value of at least one/third of the sum of the assets
          according to the consolidated balance sheet with explanatory notes
          thereto according to the last adopted annual accounts of the Company,
          by the Company or a subsidiary ('dochtermaatschappij').

17.4. A lack of the approval of the Supervisory Board, Joint Board or the
     General Meeting as mentioned in paragraphs 1 to 3 of this article may not
     be invoked by or against third parties.

17.5. If a serious private bid is made for a business unit or a participating
     interest and the value of the bid exceeds the threshold referred to in
     paragraph 3 under c., and such bid is made public, the Managing Board
     shall, at its earliest convenience, make public its position on the bid and
     the reasons for this position.

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 Managing 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 General Meeting shall adopt on the proposal of the Supervisory Board
     the policy in the area of remuneration of the Managing Board. To the extent
     that the Company has established an employees' council pursuant to
     statutory provisions, the remuneration policy shall in written form and
     together with the submission to the General Meeting be submitted to the
     employees' council for examination.

19.2. The salary, the bonus, if any, and the other terms and conditions of
     employment (including pension benefits) of the members of the Managing
     Board will, with due observance of the policy as referred to in the
     preceding paragraph, be determined by the Supervisory Board. The
     Supervisory Board will submit for approval by the General Meeting

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     a proposal regarding the arrangements for the remuneration in the form of
     Shares or CUFSs or rights to acquire Shares or CUFSs. This proposal
     includes at least how many Shares or CUFSs or rights to acquire Shares or
     CUFSs may be awarded to the Managing Board and which criteria apply to an
     award or a modification.

19.3. 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.

19.4. 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.

19.5. 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.

19.6. 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 of the 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, 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 of the Company under which 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 of the 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.

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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 of the Company to make a similar
     contract or 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.
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21.2. The Managing Board shall provide the Supervisory Board and the Joint Board
     in good time with all relevant information as well as with all other
     information as the Supervisory Board and the Joint Board may request, in
     connection with the exercise of its duties. At least once per year, the
     Managing Board shall inform the Supervisory Board and the Joint Board in
     writing in respect of the principles of the strategic plan, the general and
     financial risks and the management and control systems of the Company. The
     Managing Board shall at that time ask the approval of the Supervisory Board
     and the Joint Board for:

     a.   The operational and financial objectives of the Company;

     b.   The strategy designed to achieve the objectives; and

     c.   The parameters to be applied in relation to the strategy, for example
          in respect of the financial ratio's.

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
     Supervisory 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. The
     Supervisory Board shall draw up a retirement schedule for the members of
     the Supervisory Board.

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 Supervisory 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 Supervisory
          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
          Supervisory 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 Supervisory 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 Supervisory Board shall be rounded downwards to the
          nearest whole number.

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22.4. If a member of the Supervisory Board is to be appointed by the General
     Meeting, the Supervisory 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. In case of a reappointment the
     manner in which the candidate has fulfilled his duties as a member of the
     Supervisory Board shall be taken into account.

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

CHAIR OF THE SUPERVISORY BOARD. ORGANISATION OF THE SUPERVISORY BOARD. COMPANY
SECRETARY.

ARTICLE 23.

23.1. The Supervisory Board shall appoint one of its members as its chair. The
     Supervisory Board shall be assisted by the Company Secretary, to be
     appointed and dismissed, as the case may be, by the Managing Board and the
     Supervisory Board jointly, subject to the approval of the Joint Board.

23.2. The Supervisory Board shall adopt a profile of its size and composition,
     taking account of the nature of the business, its activities and the
     desired expertise and background of the members of the Supervisory Board.

23.3. The Supervisory Board may appoint committees from among its members.

23.4. With due observance of these Articles, the Supervisory Board may adopt
     Supervisory Rules and the Supervisory Board shall have the authority to
     amend the Supervisory Board Rules from time to time. Furthermore, the
     Supervisory Board shall adopt rules for each of its committees and the
     Supervisory Board shall have the authority to amend these committee rules
     from time to time.

23.5. 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.

23.6. 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.

23.7. 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.

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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 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 16.5 through 16.11 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 General Meeting shall, on proposal of the Supervisory Board, determine
     the maximum aggregate amount of the remuneration of the members of the
     Supervisory Board, which may include an amount designated for members of
     the Supervisory Board to be appointed in the future.

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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.   may 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. 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.

25.6. 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 General Meeting 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 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
     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;

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     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 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 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 may adopt Joint Board Rules.

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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.

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. Unless otherwise provided for by Dutch Law, 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 based on acts or failures to act
     in the exercise of his duties as a member of the Managing Board,
     Supervisory Board or Joint Board, officer, employee or agent of the
     Company, or in the exercise of his duties as a director, officer or agent
     of another company, a partnership, joint venture, trust or other enterprise
     at the Company's request, 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.

28.2. A party involved is not entitled to reimbursement as referred to in
     paragraph 1 in case and to the extent that (i) a Dutch court has
     established in a final and non-appealable decision that the acts or
     omissions to act of the party involved may be characterized as being wilful
     misconduct (opzet), intentional recklessness (bewuste roekeloosheid) or
     seriously imputable (ernstig verwijtbaar) unless otherwise provided for by
     Dutch law or unless such in view of the circumstances of the case would be
     unacceptable according to standards of

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     reasonableness and fairness or that (ii) the costs or the financial loss of
     the party involved are covered by an insurance and the insurer has
     reimbursed the costs or financial loss.

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 paragraph 1, 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 director, 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
     constituent company if its separate existence had continued.

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28.8. The Supervisory Board may further execute the foregoing with respect to
     members of the Managing Board. The Managing Board may further execute the
     foregoing with respect to members of the Supervisory Board, Joint Board,
     officers, employees and agents of the Company.

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

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

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

     If the agenda shall include a proposal regarding discharge of liability
     (decharge) this will be separate for managing directors and supervisory
     directors.

29.3. The Managing Board and the Supervisory Board shall give the General
     Meeting the opportunity to ask questions and ask for information. All
     reasonable questions will be answered and all reasonable requests for
     information will be fulfilled subject to the decision of the chairman of
     the General Meeting.

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
     Managing Board and 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. The Managing Board will only call a General
     Meeting, as referred to in the preceding sentence after having this
     proposed to and approved by the Joint Board.

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;

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     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-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 Managing 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 or Supervisory 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.

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

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     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
     Managing 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.

PLACE AND NOTICE OF GENERAL MEETINGS.

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 or the
     Supervisory 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.

32.3. Without prejudice of the provisions of article 30, one or more
     Shareholders representing solely or jointly at least one-hundredth part of
     the issued share capital or, as long as the shares of the Company are
     admitted to official quotation on a stock exchange as referred to in
     article 1, subsection e of the Securities Transactions Supervision Act 1995
     (Wet toezicht effectenverkeer 1995), that is under the supervision of the
     government or of an authority or organization recognized by the government,
     representing a value of at least fifty million euro (EUR 50,000,000)
     according to the official price list of the stock exchange

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     concerned, can request the Managing Board to place a matter on the agenda,
     provided that the Company has received such request at least sixty days
     prior to the date of the General Meeting concerned and provided that it is
     not detrimental to an overriding interest of the Company.

32.4. The Managing Board and the Supervisory Board shall, after consultation
     with the Joint Board, inform the General Meeting by means of explanatory
     notes to the agenda of all facts and circumstances relevant to the
     proposals on the agenda. These explanatory notes to the agenda shall be put
     on the company's website.

CHAIR OF GENERAL MEETINGS. MINUTES.

ARTICLE 33.

33.1. General Meetings shall be presided by the chair of the Supervisory Board.
     In case of absence of the chair of the Supervisory Board the meeting shall
     be presided by any other person nominated by the Supervisory 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, unless a
     notarial official record (notarieel proces-verbaal) will be drawn up by a
     civil law notary (notaris), in which case said official record need only be
     signed by the civil law notary and by the witnesses, if any.

     The draft minutes of the General Meeting shall be made available, on
     request, to shareholders no later than three months after the end of the
     meeting, after which the shareholders shall have the opportunity to react
     to the draft minutes in the following three months. The minutes shall then
     be adopted in the manner as described in the second sentence of this
     paragraph.

     If a notarial official record (notarieel proces-verbaal) has been drawn up,
     the notarial official record shall be made available, on request, no later
     than three months after the end of the general meeting.

33.3. A certificate signed by the chairman and the secretary of the meeting
     confirming that the General Meeting has adopted a particular resolution,
     shall constitute evidence of such resolution vis-a-vis third parties.

33.4. The chair of the General Meeting may request a civil law notary (notaris)
     to include the minutes of the meeting in a notarial official record
     (notarieel proces-verbaal).

ATTENDANCE OF GENERAL MEETINGS.

ARTICLE 34.

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.

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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 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 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.

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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 Managing
               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 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.

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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 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.
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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 explain, in a separate chapter of the annual
     report the principles of the corporate governance structure of the Company.
     This chapter shall reflect how the Company has applied the provisions of
     the code of conduct designated pursuant to the order in council (algemene
     maatregel van bestuur) as referred to in article 2:391, paragraph 4, Civil
     Code to the extent that these provisions are directed to the Managing Board
     or Supervisory Board. To the extent that the Company does not comply with
     the provisions referred to in the preceding sentence, the Managing Board
     shall reflect in the chapter referred to above why and to what extent the
     Company deviates from these provisions.

40.5. 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.

40.6. 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.

40.7. The registered accountant or the other expert designated for that purpose
     pursuant to article 2:393, Civil Code, may be questioned by the General
     Meeting in relation to its statement on the fairness of the annual account.
     The registered accountant or the other expert designated for that purpose
     pursuant to article 2:393, Civil Code shall therefore be invited to attend
     this meeting and be entitled to address this meeting.

ARTICLE 41.

[THIS ARTICLE HAS LAPSED.]

PROFIT AND LOSS. RESERVATION. DIVIDEND.

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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 disposal of the Managing Board, or, if the Managing Board
     resolves so, the General Meeting.

42.3. Subject to the Law and these Articles, the Managing Board may, subject to
     the approval of the Joint Board, resolve to declare a dividend 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 a resolution to distribute Shares requires a
     resolution of the corporate body authorised to resolve upon the issue of
     Shares.

42.4. Subject to the provisions of section 2:105 subsection 4 Dutch Civil Code,
     and these Articles the Managing Board may, subject to the approval of the
     Joint Board, resolve to declare an interim dividend on Shares. Subject to
     the approval of the Joint Board, Iinterim 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 a
     resolution to distribute Shares requires a resolution of the corporate body
     authorised to resolve upon the issue of Shares.

42.5. 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.

42.6. 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 Managing Board may, subject to the approval of the Joint Board,
     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 and subject to the approval of the
     Joint Board, the Managing 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

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     Company or by other companies, or a combination thereof, provided however
     that a resolution to distribute Shares requires a resolution of the
     corporate body authorised to resolve upon the issue of Shares.

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).

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 the Managing Board, subject
     to the approval of the 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 Managing 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
     Managing Board determines otherwise and may be paid in such currency or
     currencies as the Managing Board determines using the rate of exchange
     prevailing on a date fixed by the Managing 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 a date fixed by the Managing 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 Managing 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 Managing 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

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     years and two days after the date the Company has notified such person of
     the sale and the proceeds arising therefrom.

44.8. The Managing 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 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.

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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:

<TABLE>
<S>                     <C>
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;

ASIC ASSOCIATE          Australian Securities and Investments Commission; 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      (i)  decisions of an Australian court;
POLICY
                        (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 Bid;
CONTROL                 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:
</TABLE>

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<TABLE>
<S>                     <C>
                        (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
                             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.
</TABLE>
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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

          (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.

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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.

     (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
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          (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 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

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     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 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.

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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;

     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

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               (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 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:

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     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:

     (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.

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     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 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

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          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:

          (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.

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     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

          (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.

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          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:

          (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.

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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 Managing
               Board or Joint Board; and

          The document must also contain a statement by each member of the
          Managing Board and 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 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.

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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 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.

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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;

     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.

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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 ASTC Operating 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 ASTC Operating 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 extension by way of the
deposit by the Managing Board on recommendation of 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.

The required ministerial declaration of no-objection was granted on the
thirtieth day of August two thousand and five, number N.V. 1.000.893.

The ministerial declaration of no-objection and a document in evidence of the
resolutions, referred to in the head of this deed, are attached to this deed.

In witness whereof the original of this deed which will be retained by me,
notaris, is executed in Amsterdam, on the date first mentioned in the head of
this deed.

Having conveyed the substance of the deed and given an explanation thereto and
following the statement of the person appearing that he has taken note of the
contents of the deed and agrees with the partial reading thereof, this deed is
signed, immediately after reading those parts of the deed which the law requires
to be read, by the person appearing, who is known to me, notaris, and by myself,
notaris.


(signed): R.H. Kleipool, M. van Olffen.