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                                                                       EXHIBIT 1

                          informal translation of the


                            ARTICLES OF ASSOCIATION


                                       of


                      VERSATEL TELECOM INTERNATIONAL N.V.


                            with seat in Amsterdam,

                             as they read following

                             the deed of amendment

                         executed on 22 December 1999,

                                     before


                              Mr. J.H.M. Carlier,


                         civil law notary in Amsterdam,

                         in respect of which amendment

                      the Minister of Justice has advised

                              on 20 December 1999,

                           under number N.V. 538.638

                      that no objections have been raised.

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                                  TRANSLATION

ARTICLE 1 -- DEFINITIONS

      In the present articles of association the following shall be understood
to mean:

1.1.   company:

       the company to which the present articles of association will apply;

1.2.   general meeting:

       the body formed by shareholders holding voting rights and other persons
       holding voting rights;

1.3.   meeting of shareholders:

       the meeting of the general meeting and other parties entitled to attend
       meetings;

1.4.   parties entitled to attend meetings:

       -- shareholders with voting rights;

       -- shareholders without voting rights;

       -- usufructuaries and pledgees with voting rights;

       -- other (holders of rights granted by law to) holders of depository
         receipts of its shares issued with the co-operation of the company;

1.5.   Official Price List:

       the Official Price List of Amsterdam Exchanges N.V. or an official
       publication taking its place;

1.6.   accountant:

       an accountant as referred to in article 393, Volume 2 of the Civil Code
       or an organisation in which such accountants are associated;

1.7.   annual meeting:

       the meeting of shareholders destined for the consideration of the annual
       account and annual report;

1.8.   annual account:

      the balance sheet and the profit and loss account with explanatory
      memorandum;

1.9.   annual report:

      report of the position of the company as at the last day of the financial
      year and the course of affairs during the financial year.

1.10.  subsidiary:

       -- a legal entity in which the company or one or several of its
          subsidiaries, whether or not by virtue of an agreement with other
          parties entitled to vote, alone or jointly may exercise more than
          fifty per cent of the voting rights in the general meeting;

       -- a legal entity of which the company or one or several of its
          subsidiaries is/are a member/members or shareholder(s) and, whether or
          not by virtue of an agreement with other parties entitled to vote,
          alone or jointly may appoint or dismiss more than fifty per cent of
          the managing directors or of the supervisory directors, also in case
          all parties entitled to vote will be voting.

     A subsidiary will be equated with a company acting under its own name in
     which the company or one or several subsidiaries as a partner will be fully
     liable for the debts towards creditors.

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     The provisions laid down hereinbefore will apply without prejudice to the
     provisions in article 24a paragraphs 3-4, Volume 2 of the Civil Code;

1.11.  group company:

       a legal entity or company with which the company is associated in a
       group;

1.12.  the priority:

       the holder of the sole priority share;

1.13.  Wge:

       the Act on securities transfer by giro;

1.14.  Necigef:

       the central institute in the sense of the Wge;

1.15.  associated institution:

       an associated institution in the sense of the Wge.

ARTICLE 2 -- NAME, REGISTERED OFFICE

2.1.   The company bears the name: Versatel Telecom International N.V.

2.2.   It has its registered office in Amsterdam.

ARTICLE 3 -- OBJECT

      The object of the company is:

      a.    to provide telecommunication services;

      b.    to incorporate, to participate in, to manage and to be financially
            involved in any other way in other companies and enterprises;

      c.    to provide administrative, technical, financial, economic and
            management services to other companies, persons and enterprises;

      d.    to acquire, to dispose of, to manage and to exploit movable and
            immovable properties and other properties, including but not limited
            to patents, trade marks, licenses, permits and other industrial
            ownership rights;

      e.    to borrow or to lend money, to grant security-rights, to warrant
            performances by third parties or to undertake joint and several
            liability for third parties,

all such acts as mentioned above, whether or not performed in co-operation with
third parties and including the performance and promotion of all such acts
connected therewith, whether directly or indirectly, and all in the widest sense
of the word.

ARTICLE 4 -- CAPITAL

4.1.   The authorized capital of the company amounts to eighteen million five
       hundred thousand Dutch Guilders five Cents (NLG 18,500,000.05) and is
       divided into:

       -- one hundred seventy-five million (175,000,000) ordinary shares;

       -- twenty million (20,000,000) preference-A shares;

       -- one hundred seventy-five million (175,000,000) preference-B shares,
          and

       -- one (1) priority share,
each share having a nominal value of five Dutch Cents (NLG 0.05).
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4.2.   Whenever in the present articles of association reference is made to
       "shares" or "shareholders", these terms will be understood to mean shares
       of whatever category respectively holders of shares of whatever category,
       unless the contrary will have been explicitly stated or will clearly be
       evident from the context.

ARTICLE 5 -- ISSUE OF SHARES

5.1.   Shares may only be issued by virtue of a resolution of the general
      meeting, which resolution will also include the price and the further
      conditions of the issue.

      The general meeting may transfer its competence as referred to in the
      preceding sentence to an other company body for a specified period not
      exceeding five years.

      The number of shares that may be issued will be fixed in said designation.
      The designation may each time be extended for a maximum period of five
      years.

      Unless laid down otherwise in said designation, it cannot be withdrawn.
      The validity of the resolution of the general meeting for the issue of
      shares or for designation will require a prior or simultaneous resolution
      of approval of each group of holders of shares of a similar category whose
      rights will be prejudiced by the issue.

      Within eight days after a resolution of the general meeting for the issue
      of shares or for designation, the company will deposit a full text of said
      resolution at the office of the Trade Register with additional statement
      of the number and category.

      Within eight days after each issue of shares, the company will deposit a
      relative statement at the office of the Trade Register with additional
      statement of the number and category.

      The present paragraph will be correspondingly applicable to the granting
      of rights to take shares but will not be applicable to the issue of shares
      to a party exercising an already previously acquired right to take shares.

5.2.    If and insofar as the board of management has been designated as being
        competent to resolve to issue shares, in case of preference shares B
        being issued, which will be understood to include the granting of a
        right to subscribe for preference shares B:

      a.    the board of management shall, within four weeks after such issue,
            convene a general meeting in which the motives for the issue will be
            elucidated, unless such an elucidation has previously been given in
            a general meeting;

      b.    the previous approval of the general meeting is required for the
            specific case if (i) in consequence of such issue (ii) and/or in
            consequence of the earlier issue of preference shares B by the board
            of management, without the approval referred to, so many preference
            shares B can be taken and/or have been issued that the total nominal
            amount of the preference shares, issued by the board of management
            without the said approval of the general meeting, exceeds one
            hundred per cent (100%) of the total nominal amount of the issued
            ordinary shares and the preference shares A prior to said issue.

5.3.    In case preference shares A have been issued by virtue of a resolution
        to issue shares or a resolution to grant a right to subscribe for
        shares, passed by the board of management without the previous approval
        or other collaboration of the general meeting, the board of management
        shall convene a meeting of shareholders within two years after such
        issue and make a proposal in said meeting as regards purchase by the
        company or (as the case may be) withdrawal of such preference shares
        issued.

      In case in said meeting no resolution will be passed to the effect that
      the preference shares B will be purchased by the company or (as the case
      may be) will be withdrawn, the board of management shall, every time
      within two years after the proposal referred to above has been brought up
      for considera- tion, convene a general meeting again in which such a
      proposal will again be made, which obligation will no longer exist if the
      shares referred to will no longer be held by a party other than the
      company.

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5.4.    In case of ordinary shares being issued, each holder of ordinary shares
        will hold a pre-emptive right in proportion of the aggregate amount of
        his shares, without prejudice to the provisions in the law.

     In case of shares being issued, there will be a pre-emptive right neither
     to the shares issued against contribution other than in money nor to the
     shares issued to employees of the company or of a group company.

     Holders of preference shares will not hold a pre-emptive right in case of
     ordinary shares being issued.

     Holders of ordinary shares will not hold a pre-emptive right in case of
     preference shares and the priority shares being issued.

     The company will announce the issue with a pre-emptive right and the period
     within which said right may be exercised in the Dutch Gazette, in a
     national newspaper and in the Official Price List.

     The pre-emptive right may be restricted or excluded in a resolution of the
     general meeting.

     In the relative proposal the reasons for the proposal and the choice of the
     intended price of issue shall be elucidated in writing.

     The pre-emptive right may also be restricted or excluded by the company
     body designated by virtue of paragraph 1, in case said body will have been
     designated in a resolution of the general meeting as being competent to
     restrict or exclude the pre-emptive right for a specific period not
     exceeding five years.

     The designation may each time be extended for a period not exceeding five
     years; it will in any case cease to apply in case the designation of the
     corporate body competent to issue shares as referred to in article 5,
     paragraph 1 will no longer be effective.

     Unless laid down otherwise in the designation -- without prejudice to the
     provisions in the preceding sentence -- it cannot be withdrawn.

     A resolution of the general meeting for restriction or exclusion of the
     pre-emptive right or for designation will require a majority of at least
     two/thirds of the votes cast, in case less than fifty per cent of the
     issued capital will be represented at the meeting.

     Within eight days after said resolution, the company will deposit a full
     text thereof at the office of the Trade Register.

     In case of rights to take ordinary shares being granted, the holders of
     ordinary shares will hold a pre-emptive right; the provisions laid down
     hereinbefore in the present paragraph will be correspondingly applicable.

     Shareholders will not hold a pre-emptive right to shares issued to a party
     exercising an already previously acquired right to take shares.

5.5.   The price at which the shares will be issued may not be below par,
       without prejudice to the provisions laid down in article 80, paragraph 2,
       Volume 2 of the Civil Code.

5.6.   Payment shall be made in money insofar as contribution other than in
       money will not have been agreed upon.

     Payment in foreign currency may only be made with the consent of the
     company.

     The payment liability will in said case be fulfilled for the amount at
     which the amount paid may freely be exchanged in Dutch currency or in
     Euros.

     Decisive will be the rate of exchange on the date of payment.

     In deviation from the provisions laid down in the preceding sentence, the
     company may demand payment at the rate of exchange on a particular date
     within two months prior to the last day on which payment shall be made,
     provided the shares or the depository receipts for these shares will
     forthwith after having been issued be included in the Price List of a Stock
     Exchange outside the Netherlands.

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ARTICLE 6 -- COMPANY SHARES

6.1.   In case of shares being issued, the company may not take company shares.

6.2.   Acquisition by the company of company shares not paid up will be null and
       void.

6.3.   After the relative approval of the board of supervisory directors having
       been obtained, the company may acquire paid-up company shares for a
       consideration in case:

      a.    the common equity, reduced by the price of acquisition, will not be
            smaller than the paid and claimed part of the capital, increased by
            the reserves which shall be kept by virtue of the law;

      b.    the nominal amount of the shares in its capital acquired, held or
            held in pledge by the company or those held by a subsidiary will not
            exceed one/tenth part of the issued capital, and

      c.    authorization for the acquisition will have been granted by the
            general meeting.

      Acquisition of shares contrary to the provisions in the present paragraph
      will be null and void.

6.4.   Decisive for the requirement under a. of the preceding paragraph will be
       the amount of the common equity in accordance with the balance sheet
       lately confirmed, reduced by the price of acquisition for the shares in
       the capital of the company and distributions to the charge of profit or
       reserves to other parties which the company and its subsidiary owed after
       the date of the balance sheet.

      In case a financial year will have lapsed for more than six months,
      without the annual account having been confirmed, acquisition in
      accordance with paragraph 3 will not be permitted.

6.5.   In the authorization the general meeting shall fix the number of shares
       that may be acquired, the manner in which they may be acquired and
       between what limits the price shall be.

     The authorization will be valid for a maximum period of eighteen months.

6.6.   The preceding paragraphs will not apply to shares acquired by the company
       under a universal title.

6.7.   The board of management will be competent to alienate company shares held
       by the company.

6.8.   The provisions laid down hereinbefore in the present article will be
       correspondingly applicable to depository receipts of shares in the
       capital of the company.

ARTICLE 7 -- CAPITAL REDUCTION

7.1.   The general meeting of shareholders may pass a resolution for the
       reduction of the issued capital by withdrawing shares or by reducing the
       amount of the shares in an amendment of the articles of association.

     The shares to which the resolution relates shall be designated in the
     resolution and the implementation of the resolution shall have been
     arranged.

     The paid and claimed part of the capital may not become smaller than the
     minimum capital prescribed by law at the time of the resolution.

7.2.   A resolution for withdrawal of shares may only relate to:

      -- shares held by the company itself or of which it holds the depository
         receipts.

      -- all preference shares of a particular category or of both categories
         with repayment.

7.3.   Reduction of the amount of shares without repayment and without exemption
       from the payment liability shall be carried out proportionately on all
       shares of a similar category.

     The requirement of proportion may be deviated from with the consent of all
     shareholders concerned.

7.4.   Partial repayment on shares or exemption from the payment liability will
       only be possible by way of implementation of a resolution for reduction
       of the amount of the shares.

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      Such repayment or exemption shall be made

      -- either proportionately on all shares;

      -- or proportionately with respect to the preference shares of a
         particular category or of both categories.

      The requirement of proportion may be deviated from with the consent of all
      shareholders concerned.

7.5.   A resolution for the reduction of the capital relating to preference
       shares of a particular category or of both categories will require a
       prior or simultaneous resolution of approval of the meeting of the
       holders of said shares of that category or these categories.

7.6.   The convening notice for a meeting in which a resolution referred to in
       the present article will be passed will state the object of the capital
       reduction and the manner of implementation.

      A resolution for the reduction of the capital will require a majority of
      at least two/thirds of the votes cast, in case less than fifty per cent of
      the capital will be represented.

7.7.   The company shall publish the resolutions referred to in the present
       article in accordance with the provisions laid down in the law.

      A resolution for the reduction of the issued capital will not take effect
      for as long as creditors of the company may raise objections in accordance
      with the provisions laid down in the law.

ARTICLE 8 -- SHARES

      The ordinary shares shall be registered shares or bearer shares at the
discretion of the shareholder; the preference shares and the priority share may
only be registered shares.

ARTICLE 9 -- BEARER SHARES

9.1.   All bearer shares will be embodied in one share certificate. In special
       cases the board of management may resolve, subject to the approval of the
       board of supervisory directors and Necigef, that bearer shares will be
       embodied in an other manner than in the collective certificate referred
       to in the preceding sentence.

9.2.   This share certificate will be signed in the manner as determined in
       these articles of association as regards representation of the company.

9.3.   The company will cause Necigef to keep the share certificate referred to
       in paragraph 1 for the party (parties) entitled.

9.4.   The company will grant the party entitled a right in respect of an
       ordinary bearer share by (a) Necigef enabling the company to write up a
       share on the share certificate and (b) the party entitled designating an
       associated institution which will credit him accordingly as joint owner
       (hereinafter to be called a joint owner) in its collective deposit.

9.5.   Without prejudice to the provisions in article 27, paragraph 3 of the
       present articles of association, the administration of the share
       certificate will irrevocably be entrusted to Necigef and Necigef will be
       irrevocably authorized on behalf of the party/parties entitled to effect
       everything necessary in respect of the relative ordinary shares,
       including acceptance, delivery and cooperation to writing-up and
       writing-off of the share certificate.

9.6.   For the application of the present articles of association, the party
       entitled as joint owner in a collective deposit of ordinary bearer shares
       as referred to in the Act on securities transfer by giro/bank will
       likewise be deemed to be holder of shares.

     The company will be competent to lay down further rules with respect to the
     share certificate.

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ARTICLE 10

10.1   In the event that a participant in a deposit in the name of the
       associated institution wishes the delivery of one or several bearer
       shares, the following actions shall occur constituting one and the same
       event: (a) Necigef will deliver the share/shares to the party entitled by
       means of a deed, (b) the company will acknowledge the delivery, (c)
       Necigef will enable the company to delete the share/shares from the share
       certificate, (d) the relevant associated institution will debit the party
       entitled accordingly as participant in its collective deposit and (e) the
       company will register the holder as holder of a registered share/shares
       in the register of shareholders.

10.2.  A holder of an ordinary registered share may at all times have said share
       made out to bearer by and through the following actions (a) the party
       entitled shall deliver said share to Necigef in a deed, (b) the company
       shall acknowledge the delivery, (c) Necigef shall enable the company to
       register a share on the share certificate, (d) an associated institution
       designated by the party entitled accordingly shall credit the party
       entitled as joint owner in its collective deposit and (e) the company
       shall delete the name of the party entitled as holder of the relative
       share from the register.

ARTICLE 11 -- REGISTERED SHARES

11.1.  Share certificates will not be issued for registered shares.

11.2.  The board of management will keep a register of shareholders which, with
       respect to the holders of registered shares and usufructuaries and
       pledgees of such shares, will include the names and addresses as well as
       the other data prescribed by law.

11.3.  Every holder of registered shares and every usufructuary or pledgee of
       such shares shall notify the company of his address in writing.

11.4.  The register will be kept up-to-date regularly.

     All annotations in the register will be signed in the manner as laid down
     in the present articles of association with respect to representation of
     the company.

11.5.  The register shall be deposited at the office of the company for
       inspection by parties entitled to attend meetings.

      The preceding sentence shall not apply to that part of the register which
      is kept outside the Netherlands in compliance with legislation or Stock
      Exchange rules and regulations applying outside the Netherlands.

11.6.  The board of management will gratuitously provide a holder of registered
       shares and a usufructuary and pledgee of such shares with an extract from
       the register with respect to their rights to a share and the rights to
       attend meetings attached thereto.

     Said extract will be signed in the manner as laid down in the present
     articles of association with respect to representation of the company.

ARTICLE 12 -- RIGHT OF USUFRUCT AND RIGHT OF LIEN

12.1.  A right of usufruct may be created on shares.

12.2.  The shareholder will hold the voting right on the shares on which a right
       of usufruct will have been created.

     In deviation from the provisions laid down in the preceding sentence, the
     voting right attached to ordinary shares will accrue to the usufructuary in
     case this will have been determined upon the creation of the right.

     The voting rights attached to the preference shares can only be granted to
     the usufructuary if so provided on the establishment of the usufruct and if
     both such provisions and -- in case of a transfer of the usufruct, the
     transmissions of the right to vote, are approved by the board of
     supervisory directors.

     The voting right attached to the priority share cannot be granted to the
     usufructuary.
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12.3.  The shareholder not holding voting rights and the usufructuary holding
       voting rights, will hold the rights granted by law to holders of
       depository receipts of shares issued with the co-operation of the
       company.

     The usufructuary not holding voting rights, will not hold the rights
     referred to in the preceding sentence either.

ARTICLE 13

13.1.  Shares, with the exception of the priority share, may be pledged.

13.2.  The provisions in paragraphs 2 and 3 of article 12 will be
       correspondingly applicable to the voting right on pledged shares and to
       rights of the pledgees to attend meetings.

ARTICLE 14 -- BOARD OF MANAGEMENT

14.1.  The company will have a board of management.

14.2.  Without prejudice to the restrictions in accordance with the present
       articles of association, the board of management will be charged with the
       management of the company.

14.3.  The board of management will be competent to enter into legal acts as
       referred to in article 94, paragraph 1, Volume 2 of the Civil Code
       subject to the prior approval of the supervisory board.

ARTICLE 15

15.1.  The board of management will consist of two or more members.

     The number of members of the board of management will be fixed by the board
     of supervisory directors.

15.2.  Members of the board of management will be appointed by the general
       meeting. If the priority share is issued, the appointment shall take
       place from a binding nomination, drawn up by the priority, of at least
       two nominees for each vacancy to be filled.

      The priority shall be invited to draw up the binding nomination by the
      board of management.

      The binding nomination shall be drawn up within two months, after the
      sending of the above mentioned invitation.

      If the priority fails to make use of its right to draw up a binding
      nomination or fails to do so in a timely manner, the shareholders meeting
      shall be free to make the appointment.

      The shareholders meeting may at all times override the binding nature of
      the nomination by adopting a resolution to this effect with at least
      two-thirds of the votes cast at a meeting at which more than half of the
      issued share capital is represented.

      The provisions of article 120, paragraph 3 of Book 2 of the Dutch Civil
      Code shall not apply.

15.3.  Members of the board of management may at any time be suspended or
       dismissed by the shareholders meeting.

      The shareholders meeting may adopt a resolution to suspend or dismiss a
      member of the board of management only by at least two-thirds of the votes
      cast at the meeting at which more than half of the issued capital is
      represented, unless the proposal concerned has been made by the
      Supervisory Board.

      A suspension as referred to in the preceding sentence may be removed by
      the general meeting.

15.4.  A suspension may be extended once or several times but it cannot continue
       for longer than an aggregate period of three months.

15.5.  The remuneration and the further conditions of employment will be fixed
       separately for each member of the board of management by the board of
       supervisory directors.

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ARTICLE 16 -- INTERNAL ORGANISATION OF THE BOARD OF MANAGEMENT

16.1.  The board of management may lay down further rules and regulations with
       respect to its procedure and internal organisation among which those with
       respect to the holding of, the convening of and the passing of
       resolutions in its meetings and outside a meeting as well as regards the
       division of duties.

      The laying-down of such rules and regulation will require the prior
      approval of the board of supervisory directors.

16.2.  Without prejudice to its own responsibility -- the board of management
       will be competent to appoint officers with such powers and such title to
       be determined by the board of managing directors.

16.3.  Without prejudice to the provisions laid down elsewhere in the present
       articles of association, all resolutions of the board of management with
       respect to the following subjects will require the approval of the board
       of supervisory directors such legal acts as will be clearly defined by
       the board of supervisory directors and of which the board of management
       will have been notified in writing.

      For the application of the present paragraph, a resolution of the board of
      management for the passing or approval of a resolution of any body of the
      company in which the company participates will be equated with a
      resolution as referred in the preceding sentence, provided the resolution
      for entering into such a legal act will be subject to the approval of the
      board of supervisory directors as referred to hereinbefore in the present
      paragraph.

      The lacking of the approval as referred to in the present paragraph will
      not affect the power of representation of the board of management or the
      members of the board of management.

ARTICLE 17 -- ABSENCE OR INABILITY TO ATTEND

17.1.  In case of absence or inability to attend of one or several members of
       the board of management, the management of the company will temporarily
       be entrusted to the other members of the board of management, provided
       there will be at least two of them.

17.2.  In case of all members of the board of management being absent or unable
       to attend, the management of the company will temporarily be entrusted to
       one person to be designated for this purpose -- whether or not from its
       number -- by the board of supervisory directors.

ARTICLE 18 -- REPRESENTATION

18.1.  The board of management will represent the company insofar as not ensuing
       otherwise from the law.

      The power of representation will also accrue to two persons acting jointly
      viz.

      -- either two members of the board of management;

      -- or a member of the board of management together with a holder of proxy;

      -- or two holders of proxy acting jointly,

      for as far as said holders of proxy are concerned, provided they will be
      acting within the limits of the power granted.

18.2.  In case of a confliction interest between the company and one or several
       members of the board of management, the company will be represented in
       the manner as provided for in paragraph 1.

      In all cases in which the company will hold an interest confliction with
      that of a member of the board of management in private, the resolution for
      entering into the relative legal act will require the prior approval of
      the board of supervisory directors.

      The lacking of the approval as referred to in the preceding sentence will
      not affect the power of representation of the board of management or the
      members of the board of management.

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ARTICLE 19 -- BOARD OF SUPERVISORY DIRECTORS

19.1.  The company will have a board of supervisory directors.

19.2.  The board of supervisory directors will be charged with the supervision
       of the policy of the board of management and of the general course of
       affairs of the company and the enterprise associated with it.

      The board of supervisory directors will assist the board of management by
      the rendering of advice.

      The Board will furthermore be charged with everything otherwise entrusted
      to it by the law and the present articles of association.

      In the performance of their duties the supervisory directors will be
      guided by the interests of the company and the enterprise associated with
      it.

19.3.  The board of management will timely provide the board of supervisory
       directors with the data necessary for the proper performance of its
       duties.

19.4.  The board of supervisory directors may seek advice at the expense of the
       company for the proper performance of its duties.

ARTICLE 20

20.1.  The board of supervisory directors will consist of three or more natural
       persons.

      The number of supervisory directors will be fixed by the general meeting
      with due observance of the provisions laid down in the preceding sentence.

20.2.  If at any time there will be less than three members of the board of
       supervisory directors in the office, the remaining members of said Board
       and/or the remaining member will constitute a competent Board, without
       prejudice to the obligations of the Board to have the vacancies filled as
       soon as possible.

20.3.  The supervisory directors will receive a remuneration.

      Said remuneration will be fixed by the general meeting.

ARTICLE 21

21.1.  The supervisory directors will be appointed by the general meeting.

21.2.  If preference shares B are issued the nomination shall take place from a
       binding nomination, drawn up by the priority, of at least two nominees
       for each vacancy to be filled.

      The priority shall be invited to draw up the binding nomination by the
      board of management.

      The binding nomination shall be drawn up within two months, after the
      sending of the above mentioned invitation.

      If the priority fails to make use of its right to draw up a binding
      nomination or fails to do so in a timely manner, the shareholders meeting
      shall be free to make the appointment.

      The shareholders meeting may at all times override the binding nature of
      the nomination by adopting a resolution to this effect with at least
      two-thirds of the votes cast at a meeting at which more than half of the
      issued capital is represented.

      The provisions of article 120, paragraph 3 of Book 2 of the Dutch Civil
      Code shall not apply.

21.3.  Supervisory directors may at any time be suspended or dismissed by the
       shareholders meeting.

      The shareholders meeting may adopt a resolution to suspend or dismiss a
      Supervisory Director only by at least two-thirds of the votes cast at a
      meeting at which more than half of the issued capital is represented
      unless the proposal concerned has been made by the Supervisory Board.

      The person who has reached the age of seventy-two cannot be appointed
      supervisory director.
                                      E-11
<PAGE>   12

ARTICLE 22

22.1.   A supervisory director will resign from office at the latest after the
        end of the general meeting of shareholders in which the annual account
        will be considered in the financial year in which he will reach the age
        of seventy-two.

22.2.   Each supervisory director will furthermore resign from office by
        rotation as established by the board of supervisory directors.

      Resigning supervisory directors may be re-appointed forthwith, without
      prejudice to the provisions with respect to the age-limit laid down in the
      law.

ARTICLE 23 -- INTERNAL ORGANISATION OF THE BOARD OF SUPERVISORY DIRECTORS

23.1.   The board of supervisory directors will appoint a chairman and a deputy
        chairman from its number.

23.2.   The board of supervisory directors may lay down further rules and
        regulations with as regards its internal organisation among which those
        with respect to the holding of, the convening of and the passing of
        resolution at its meetings and outside a meeting as well as with respect
        to the division of the duties.

23.3.   The board of supervisory directors will at any time be allowed
        admittance to all business premises of the company and it will be
        competent to peruse all correspondence, accounting records, vouchers and
        other data carriers and to check the cash resources and other capital
        assets of the company.

23.4.   In case a resolution of the board of supervisory directors shall be made
        evident, a relative written notification of the (acting) chairman of
        said Board will suffice.

ARTICLE 24 -- GENERAL MEETING AND MEETINGS OF SHAREHOLDERS

      Within the limits set by the present articles of association and the law,
      all powers not granted to others will accrue to the general meeting.

ARTICLE 25

25.1.   The annual meeting will be held within six months after the end of each
        financial year.

25.2.   Unless the period as referred to in article 31, paragraph 2 of the
        present articles of association will have been extended in accordance
        with the provisions laid down there -- the following subjects will i.a.
        be considered at said meeting

      -- the annual report;

      -- the annual account and the appropriation of profit, and

      -- discharge from liability to the board of management and the board of
         supervisory directors.

     In case the period referred to in article 31, paragraph 2 will have been
     extended, the subjects mentioned in the preceding sentence will be
     considered in a meeting of shareholders to be held at the latest one month
     after said period having lapsed.

25.3.  Without prejudice to the provisions in article 108a, Volume 2 of the
       Civil Code, extraordinary meetings of shareholders will be held whenever
       deemed desirable by the board of management or the board of supervisory
       directors.

     Furthermore extraordinary meetings of shareholders will be held whenever
     the persons entitled to attend meetings, representing at least one/tenth
     part of the issued capital, will lodge the relative written request with
     precise statement of the subjects to be considered with the board of
     management and/or the board of supervisory directors.

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<PAGE>   13

ARTICLE 26

26.1.  The board of management or the board of supervisory directors will send
       the convening notices for the meetings of shareholders and not later than
       on the fifteenth day prior to the date of the meeting.

26.2.  A notice convening a meeting shall be given by publication in a
       nationally distributed daily newspaper as well as such foreign newspapers
       as designated by the board of management.

26.3.  The convening notice will state the subjects to be considered or it will
       announce that the persons entitled to attend meetings may take cognizance
       thereof and obtain gratuitous copies thereof at the office of the company
       as well as at such locations including a bank in Amsterdam, registered by
       virtue of the Act on the Supervision of the Credit System, and possibly
       at another location as laid down in the convening notice.

26.4.  The convening notice will also state the location(s) where and the date
       on which those persons deriving their rights to attend meetings from
       bearer shares shall at the latest deposit documentary evidence of their
       rights against a receipt which may serve as admission ticket to the
       meeting.

     The date referred to in the preceding sentence may not be set earlier than
     on the seventh day prior to the date of the meeting.

     A statement of an associated institution, or of a foreign bank subject to
     commercial supervision by the government, to be designated by the board of
     management may also serve as admission ticket as referred to in the
     penultimate sentence, to the effect that the number of shares stated in
     said statement are kept in (its collective) deposit in the name of the
     person mentioned in said statement and will be kept in deposit up and to
     including the date of the meeting.

     The convening notice will also state that with respect to registered
     shares, rights may only be exercised at the meeting in case the relative
     persons entitled to attend the meeting will have notified the board of
     management in writing of their intentions to attend (have themselves
     represented at) the meeting at the latest on the day prior to the day of
     the meeting.

ARTICLE 27

27.1.  The meetings of shareholders will be held in Amsterdam.

27.2.  The chairman of the board of supervisory directors will act as chairman
       of the meetings of shareholders and in case of his absence, the deputy
       chairman of the board of supervisory directors and in case he will also
       be absent, a supervisory director to be designated by the supervisory
       directors present at the meeting. In case the chairmanship of the meeting
       will not be provided for as stated hereinbefore, the meeting itself will
       designate its chairman.

27.3.  All persons entitled to attend the meeting provided with an admission
       ticket or those who will have announced their intention to be present
       will be allowed admission to the meetings of shareholders, everything as
       laid down hereinbefore in article 26, paragraph 3, as well as the members
       of the board of management and the supervisory directors.

     The chairman will decide with respect to the admission of others.

27.4.  Persons entitled to attend the meeting may have themselves represented at
       the meeting by an attorney authorised in writing.

27.5.  Minutes will be kept of the proceedings at meetings of shareholders by a
       secretary to be designated by the chairman of the meeting, which minutes
       will be signed by way of confirmation by the chairman and the secretary.

     In deviation from the provisions laid down in the first sentence of the
     present paragraph, the chairman of the meeting and/or the board of
     management may decide to have a notarial record drawn up.

                                      E-13
<PAGE>   14

     The documents mentioned hereinbefore in the present paragraph will be
     available at the office of the company for perusal by persons entitled to
     attend the meeting.

     At request, each of them will be provided with copies of or extracts from
     said documents at a price not exceeding cost.

ARTICLE 28

28.1.  Every share will carry the right to cast one vote.

     No vote may be cast in the general meeting of shareholders for a share
     owned by the company or a subsidiary thereof; nor may a vote be cast for a
     share which one of them holds the depository receipts.

     However, usufructuaries and pledges of shares owned by the company and its
     subsidiaries will not be excluded from their voting rights, in case the
     right of usufruct or the right of lien will have been created prior to the
     share being owned by the company or a subsidiary thereof.

     The company or a subsidiary thereof cannot cast a vote for a share on which
     it holds a right of usufruct or a right of lien.

     In the determination of the extent to which the shareholders vote, are
     present or represented, or the extent to which the share capital is
     provided or represented, shares of which it has been laid down in the law
     that no votes may be cast for them will be disregarded.

     Members of the board of management and supervisory directors as such will
     hold an advisory vote.

28.2.  All votes will be cast by word of mouth, unless the chairman of the
       meeting will decide that votes will be cast in writing.

28.3.  The chairman of the meeting may decide that votes will be cast by
       acclamation, unless one of the persons entitled to vote will oppose this.

28.4.  Abstentions and invalid votes will be regarded as votes not cast.

28.5.  All resolutions will be passed by an absolute majority of the votes cast
       insofar as the law or the present articles of association will not
       prescribe a larger majority.

28.6.  The opinion of the chairman expressed at the meeting as regards the
       outcome of a ballot will be decisive.

     The same will apply to the text of a resolution passed, insofar as votes
     will have been cast on a proposal not laid down in writing.

28.7.  However, if immediately after the opinion referred to in the preceding
       paragraph having been expressed, its correctness will be challenged, a
       new ballot will be held, in case the majority of the general meeting, or
       if the original ballot was not held by roll call or in writing, one of
       the parties entitled to vote will desire this.

      As a result of said new ballot the legal consequences of the original
      ballot will be cancelled.

ARTICLE 29 -- MEETING OF HOLDERS OF SHARES OF A PARTICULAR CATEGORY

29.1.  The provisions laid down hereinbefore with respect to meetings of
       shareholders will as much as possible be applicable to meetings of
       holders of a particular category.

29.2.  In deviation from the provisions laid down in the preceding paragraph,
       the period for convening the meeting of the holders of preference shares
       of a particular category will be at least seven working days and holders
       of said shares need not announce their intention to attend the meeting.

     Furthermore resolutions of holders of preference shares may also be passed
     in another manner than at a meeting of shareholders, provided the
     shareholders entitled to vote will unanimously have declared in writing
     (including all forms of written communication) to favour the proposal.

                                      E-14
<PAGE>   15

     The provisions in the preceding paragraph will not be applicable in case,
     in addition to holders of shares of the relative category, there will be
     other persons deriving rights to attend meetings from said shares.

ARTICLE 30 -- CONVENING NOTICES AND NOTIFICATIONS

30.1.  All convening notices and notifications by the company, destined for
       persons entitled to attend meetings, as far as registered shares are
       concerned, will be sent by letter to the addresses as included in the
       register of shareholders and apart from this by means of an advertisement
       in at least one national newspaper as well as in the Official Price List.

30.2.  Documents for the perusal of persons entitled to attend the meeting will
       be deposited at the office of the company as well as at such locations,
       including a bank in Amsterdam, as will be stated in a convening notice or
       notification.

30.3.  Communications which shall be addressed to the general meeting by virtue
       of the law or the present articles of association, may be sent either by
       including them in the convening notice or in the document deposited for
       perusal at the office of the company, provided this will be stated in the
       convening notice.

ARTICLE 31 -- FINANCIAL YEAR; ANNUAL ACCOUNT, ANNUAL REPORT

31.1.  The financial year will coincide with the calendar year.

31.2.  Within five months after the end of the financial year, apart from
       extension of said period not exceeding six months by the general meeting
       on the ground of special circumstances, the board of management will
       compile an annual account and an annual report.

      The compiled annual account will be submitted to the board of supervisory
      directors who will present a relative report to the general meeting.

      The annual account will be signed by all members of the board of
      management and all supervisory directors.

      If the signature(s) of one or several of them will be lacking, the reason
      thereof will be stated.

31.3.  The board of supervisory directors issues a recommendation regarding the
       annual account to the shareholders meeting.

31.4.  The company will grant an accountant to be designated by the general
       meeting the assignment to audit the annual account and the annual report
       compiled by the board of management and to report his findings to the
       board of management and the board of supervisory directors and to issue a
       certificate, everything as referred to in article 393, paragraph 1 of
       volume 2 of the Civil Code.

      In case the general meeting will not proceed to the aforesaid appointment,
      the board of supervisory directors will be competent or, in case said
      Board will fail to do so, the board of management will be competent.

ARTICLE 32

32.1.  The company will ensure that the annual account, the annual report and
       the data to be added thereto by virtue of the law and the report of the
       board of supervisory directors will be available for perusal by the
       persons entitled to attend the meetings at the office of the company as
       well as at a bank in Amsterdam to be stated in the convening notice as of
       the date of the convening notice for the annual meeting until after the
       end of said meeting.

      The company will gratuitously make a copy of the documents referred to in
      the preceding sentence available to the persons entitled to attend
      meetings.

      In case said documents will be amended, the provisions in the preceding
      sentence will also apply with respect to the amended documents.

                                      E-15
<PAGE>   16

32.2.  The annual account will be confirmed by the general meeting.

32.3.  In case discharge from liability will be granted to the board of
       management for the management conducted by it in any financial year and
       to the board of supervisory directors for the supervision exercised by
       it, said discharge from liability will be limited to everything evident
       from the annual account or announced to the general meeting, without
       prejudice to the provisions laid down in the law.

ARTICLE 33 -- PUBLICATION

33.1.  The annual account, the annual report and the data to be added thereto by
       virtue of the law will be published within eight days after the
       confirmation of the annual account.

      Publication shall be made by depositing a copy prepared entirely in the
      Dutch language or, if no Dutch language version was made, a copy in the
      French, German or English language at the office of the commercial
      register in Amsterdam. The date of adoption must be annotated on the copy.

      If the annual accounts have not been adopted in conformity with the
      statutory provisions within seven months from the end of the financial
      year, the management shall publish the annual accounts as prepared in the
      manner provided in paragraph 1 without delay; it shall be stated in the
      annual accounts that they have not yet been adopted.

      If the shareholders meeting has extended the period to compile the annual
      account in accordance with article 31, paragraph 2, the provision of the
      previous sentence shall enter into effect as from two months after the end
      of such period. Simultaneously with and in the same manner as the annual
      accounts, a copy of the annual report and of the other information
      referred to in section 2:392 of the Dutch Civil Code shall be published in
      the same language. The preceding sentence shall not apply, except for the
      information referred to in subparagraphs a, c, f and g of section 2:392,
      subsection 1 of the Dutch Civil Code, if the documents are kept for public
      inspection at the office of the company and a complete or partial copy
      thereof is obtainable on request at no more than cost. The company shall
      file a notice of this fact for registration in the commercial register.

     If, due to the volume of the company's enterprise the exemption of section
     2:396 paragraphs 3 up to and including 8 of the Dutch Civil Code or of
     section 2:397, paragraphs 3 up to and including 6 of the Dutch Civil Code
     is applicable, the publication will take place with due observance of the
     applicable exemptions.

33.2.  A resolution for distribution on shares and resolutions for interim
       distribution as well as (the manner of) making distributions payable and
       the composition of the distributions will be published forthwith.

ARTICLE 34 -- RESERVES, ALLOCATION TO RESERVES AND DISTRIBUTIONS

34.1.  Separate share premium reserves will be formed in the accounting records
       of the company in behalf of both the ordinary shares and the preference
       shares A.

34.2.  Distributions may only be made to the charge of the reserves referred to
       in the preceding paragraph on respectively deductions or depreciation
       made to the charge of shares of the relative category.

     A resolution for the withdrawal from the share premium reserve belonging to
     the preference shares may be passed by the board of management under prior
     approval of the meeting of shareholders of said shares.

ARTICLE 35

35.1.  The company can only make distributions to shareholders insofar as the
       common equity of the company will exceed the amount of the paid capital
       of the company, increased by the reserves which shall be kept by virtue
       of the law.

35.2.  To the extent the profits allow this, a dividend to be deducted from the
       positive amount of the profits as evidenced by the profit and loss
       account shall in the first place be distributed on the preference shares
       B according to a percentage which shall be the equivalent of the average
       rate of the European Central Bank,

                                      E-16
<PAGE>   17

      increased with a surcharge or discount calculated against the number of
      days to which the payment has to be made.

      The surcharge and discount shall amount to a maximum of 3% and shall be
      determined by the board of management upon the prior approval of the
      supervisory board at the time of the initial issue of a preference share
      B.

      The dividend shall be calculated against the paid in amount on a share's
      nominal amount.

      If the distribution was not made or was not made in full on account of
      insufficient profits, the deficit shall be paid to the holders of the
      preference B shares from the profit of one or more of the succeeding
      financial years.

      The profits which remain shall be distributed to the holders of preference
      shares A, the amount of such distributable dividend or the manner of
      calculation to be determined by the corporate body authorised to initially
      issue the preference shares A.

      From the profits which remain, shall, as far as this may be possible, be
      distributed to the priority share a dividend equal to 20% of the nominal
      amount of such share.

      Successively, the board of management shall, with the approval thereto of
      the supervisory board, determine which part of the remaining profits after
      application of the previous provisions shall be reserved.

35.3.  The profit left after application of the provisions laid down
       hereinbefore in the present paragraph will be available to the general
       meeting, subject to the proviso that the profit then left will only be
       for the benefit of holders of ordinary shares.

35.4.  Amounts may be withdrawn from the distributable reserves by virtue of a
       resolution of the general meeting.

      The provisions laid down in the preceding paragraph will not be applicable
      to the share premium reserve belonging to the preference shares.

35.5.  The company may only make interim distributions in case the requirement
       of paragraph 1 of the present article will have been fulfilled as will be
       evident from an interim specification of equity as referred to in article
       105, paragraph 4, Volume 2 of the Civil Code and provided this will be
       done after prior approval of the board of supervisory directors.

     Distributions on ordinary shares as referred to in the present paragraph
     may be made payable in shares or negotiable rights thereon.

35.6.  Without prejudice to the provisions laid down hereinbefore, the general
       meeting may pass a resolution for making distributions on ordinary shares
       (whether or not at the discretion of shareholders) full or partially
       payable instead of in money (whether or not at the discretion of the
       shareholders)

      a.    in ordinary shares (if so requested and if possible to the charge of
            the share premium reserve) or negotiable rights thereon or

      b.    in capital assets of or negotiable claim rights on the company.

     A resolution as referred to in the preceding sentence may only be passed on
     proposal of the board of management which resolution will have been
     approved by the board of supervisory directors.

35.7.  No distribution in behalf of the company will be made on the shares in
       its capital acquired by the company and on shares of which the company
       holds the depositary receipts.

35.8.  In the calculation of the appropriation of profit, the shares on which no
       distribution will be made in behalf of the company by virtue of the
       provisions in paragraph 7, will be disregarded.

35.9.  Distributions for which resolutions have been passed will be made payable
       at the latest after a fortnight.

                                      E-17
<PAGE>   18

     The claim for distribution will lapse as a result of expiry of a period of
     five years to be counted as of the date of it becoming payable.

ARTICLE 36 -- AMENDMENT OF THE ARTICLES OF ASSOCIATION, DISSOLUTION, JURIDICAL
MERGER AND SPLITTING-UP

36.1.  The general meeting may pass a resolution for amendment of the articles
       of association, dissolution, juridical merger and splitting-up.

     If the priority share is outstanding, a resolution as set forth in the
     previous sentence may only be adopted upon proposal of the priority.

     A resolution for amendment of a provision in the articles of association
     whereby holders of the preference shares have been granted any right or for
     an amendment whereby such right will be prejudiced, will only be valid
     after prior approval of the holders of said shares.

36.2.  In case a proposal as referred to in the preceding sentence will be made
       to the general meeting, this shall invariably be stated in the convening
       notice for the relative meeting.

36.3.  Simultaneously with the convening notice for the meeting in which an
       amendment of the articles of association will be considered, a copy of
       the proposal, containing the verbatim text of the proposed amendment,
       will be deposited for perusal by the persons entitled to attend the
       meeting until the end of said meeting.

     Persons entitled to attend the meeting may gratuitously obtain a copy of
     aforesaid proposal.

ARTICLE 37

37.1.  In case a resolution for dissolution will have been passed, the company
       will be liquidated by the board of management, unless the general meeting
       will appoint other liquidators, under the supervision of the board of
       supervisory directors.

     The general meeting will fix the remuneration for the liquidators.

37.2.  During the liquidation the present articles of association will continue
       being effective as much as possible.

37.3.  From the balance remaining of the equity of the company after payment of
       all debts, including those relating to the liquidation, -- in the order
       to be stated hereinafter -- first the holders of the preference B-shares
       and A-shares and the holder of the priority share will be paid the
       amounts paid on said shares (including any share premium paid), increased
       by the dividend as laid down in article 35, paragraph 2, on the basis of
       time on the current financial year and, as far as the preference B-shares
       are concerned, possibly on preceding financial years.

     The balance then remaining will be distributed to the holders of ordinary
     shares and other parties entitled to said shares in proportion to each of
     their rights.

37.4.  After the company will have ceased to exist, the accounting records,
       vouchers and other data carriers will be kept by the person to be
       designated for this purpose by the liquidators for the period prescribed
       by law.

FINAL PROVISION

      Until the day that since the present amendment to the articles of
association two years have passed, the board of management under prior approval
of the supervisory board is entitled to issue both the ordinary shares as well
as the preference shares A and B and to grant rights to subscribe for both
ordinary and preference shares A and B, to a maximum as defined in article 4
paragraph 1 of the articles, as well as to restrict or exclude with respect to
an issue of ordinary shares or the granting of rights to subscribe for ordinary
shares the pre-emptive right of holders of ordinary shares.

                                      E-18