##### 



Exhibit 1.1
  1
 CNH Global N.V.
  This is a translation into English of the original Dutch text. An attempt has been made to be as
literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur
in translation, and if so the Dutch text will by law govern.
 ARTICLES OF ASSOCIATION
NAME AND CORPORATE SEAT
Article 1
 1.
    
    The name of the company is: CNH Global N.V.2.
    
    It has its corporate seat in Amsterdam.
 OBJECTS
Article 2
  a.
    
    to engage in, and/or to participate in and operate one or more companies engaged in the
design, engineering, manufacture, sale or distribution of agricultural and construction
equipment;b.
    
    to engage in and/or to participate in and operate one or more companies engaged in any
business, financial or otherwise, which the company may deem suitable to be carried on in
conjunction with the foregoing;c.
    
    to render management and advisory services;d.
    
    to issue guarantees, provide security, warrant performance or in any other way assume
liability for or in respect of obligations of group companies;e.
    
    to do anything which a company may lawfully do under the laws of the Netherlands which may be
deemed conducive to the attainment of the objects set out in paragraphs a, b, c and d
foregoing.
 SHARE CAPITAL AND SHARES
Article 3
 1.
    
    The authorized share capital of the company amounts to one billion three hundred fifty
million Euro (EUR 1,350,000,000.), divided into four hundred million (400,000,000) common
shares and two hundred million (200,000,000) Series A preference shares of two Euro and
twenty-five Euro cent ( 2.25) each. Any refer-




---



##### 



2 ence in these articles of association to shares
or shareholders without further
specification shall be understood to mean both common shares and Series A preference shares or
the holders thereof, respectively.
 2.
    
    When shares are subscribed for, there shall be paid-up thereon the par value thereof and in
addition, if the shares are subscribed at a higher amount, the difference between such
amounts, without prejudice to the provision of article 2:80 paragraph 2 of the Civil Code.
Where shares of a particular class are subscribed at a higher amount than the nominal value,
the difference between such amounts shall be carried to the share premium reserve of that
class.3.
    
    The Company shall not lend its co-operation to the issue of certificates of beneficial
ownership (certificaten van aandelen) for shares in its share capital.4.
    
    The power to confer voting rights and rights as referred to in article 2:89 paragraph 4 of
the Civil Code on those who have a right of pledge over shares is excluded.5.
    
    The Series A preference shares are convertible into common shares subject to the rate of
conversion and the further terms and conditions the board of directors shall determine. The
board of directors shall deposit the relevant resolution with the office of the Trade Register
where the company has its corporate seat within eight days from its adoption.6.
    
    Simultaneous with each conversion of the Series A preference shares: (i) such number of
unissued common shares as, upon conversion, will replace the Series A preference shares to be
converted, will, subject to issuance to the extent necessary, be converted into issued common
shares and the number of issued Series A preference shares to be converted, will, upon
conversion, be converted into unissued Series A preference shares; and (ii) such portion of
the share premium reserve as is attributable to the Series A preference shares to be
converted, shall be carried to the share premium reserve attributable to the common shares.7.
    
    The conversion date of the Series A preference shares shall be: (i) the date defined in the
resolution of the board of directors by which the terms and conditions of conversion are set;
or (ii) the date of the execution of the deed of amendment of the articles of association of
the company where an amendment of paragraph 1 of this article would be required for the
purpose of a conversion, whichever is the later day (the Conversion Date).8.
    
    The board of directors shall notify the office of the Trade Register where the company has
its corporate seat of any conversion pursuant to this article within eight days from the
Conversion Date.9.
    
    Immediately upon a conversion pursuant to this article the board of directors shall enter the
changes in the register of shareholders referred to in article 9 hereof.
 ISSUE OF SHARES
Article 4
 1.
    
    The general meeting of shareholders or alternatively the board of directors, if it has been
designated to do so by the general meeting of shareholders, shall have




---



##### 



3 authority to resolve on
any further issue of shares; the general meeting of share
holders shall, for as long as the designation of the board of directors for this purpose is in
force, no longer have authority to decide on a further issue of shares.
 2.
    
    The general meeting of shareholders or the board of directors if so designated as provided in
paragraph 1 above, shall decide on the price and the further terms and conditions of issue,
with due observance of what has been provided in relation thereto in the law and in the
articles of association.3.
    
    If the board of directors is designated to have authority to decide on a further issue of
shares, such designation shall provide how many shares shall be allowed to be issued. When
making such designation the duration thereof, which shall not be for more than five years,
shall at the same time be resolved upon. The designation may be extended from time to time for
periods not exceeding five years. The designation may not be withdrawn unless otherwise
provided in the resolution in which the designation is made.4.
    
    Within eight days after the passing of a resolution of the general meeting of shareholders to
issue shares or to designate the board of directors as provided in paragraph 1 hereof the
board of directors shall deposit the complete text of such resolution at the office of the
Trade Register where the company has its corporate seat. Within eight days after each issue of
shares the board of directors shall report the same to the office of such Trade Register
stating the number of shares issued.5.
    
    What has been provided in the paragraphs 1 to 3 inclusive shall mutatis mutandis be
applicable to the granting of rights to subscribe for shares but shall not be applicable to
the issuing of shares to anyone who exercises a previously acquired right to subscribe for
shares.6.
    
    The shares shall be paid-up in cash unless another form of contribution  subject to the
provision of Article 2:80b of the Civil Code  has been agreed upon. When the shares are paid
up in cash, payment shall be made in Dutch currency or, subject to the provision of Article
2:80a paragraphs 2 and 3 of the Civil Code, in foreign currency.7.
    
    The board of directors is expressly authorized to enter into the legal acts referred to in
article 2:94 of the Civil Code, without the prior consent of the general meeting of
shareholders.8.
    
    The company shall ensure that voting rights on Series A preference shares are based on the
fair value of the capital contribution made on such shares in relation to the price of common
shares on the New York Stock Exchange at the time of issuance of such shares.
 RIGHT OF PREFERENCE
Article 5
 1.
    
    In the event of an issue of shares of any class every holder of shares of that class shall
have a right of preference with regard to the shares to be issued of that class in proportion
to the aggregate amount of his shares of that class, provided however that no such right of
preference shall exist in respect of shares to be issued to




---



##### 



4 employees of the company or of a
group company pursuant to any option plan of
the company.
 2.
    
    A shareholder shall have no right of preference for shares that are issued against a non-cash
contribution.3.
    
    The general meeting of shareholders or the board of directors, as the case may be, shall
decide when passing the resolution to issue shares in which manner and within which time limit
the right of preference may be exercised.4.
    
    The company shall give notice of an issue of shares that is subject to a right of preference
and of the period during which such right may be exercised, by announcement in the State
Gazette and as provided in article 16 paragraph 4 hereof.5.
    
    The right of preference may be exercised during at least two weeks after the announcement.6.
    
    The right of preference may be limited or excluded by resolution of the general meeting of
shareholders or resolution of the board of directors if it has been designated to do so by the
general meeting of shareholders provided the board of directors has also been authorized to
resolve on the issue of shares of the company. In the proposal to the general meeting of
shareholders in respect thereof the reasons for the proposal and the choice of the intended
price of issue shall be explained in writing.With respect to the designation the provisions of the last three sentences of paragraph 3 of
article 4 shall apply mutatis mutandis.7.
    
    For a resolution of the general meeting of shareholders to limit or exclude the right of
preference or to designate the board of directors as authorized to do so, a majority is
required of at least two thirds of the votes cast, if in the general meeting less than one
half of the issued share capital is represented.Within eight days from the resolution the board of directors shall deposit a complete text
thereof at the office of the Trade Register.8.
    
    When rights are granted to subscribe for shares the shareholders shall have a right of
preference; what has been provided hereinbefore in this article shall be applicable mutatis
mutandis. Shareholders shall have no right of preference in respect of shares that are issued
to anyone who exercises a previously acquired right.
 ACQUISITION AND TRANSFER BY THE COMPANY OF SHARES IN ITS OWN SHARE CAPITAL
Article 6
 1.
    
    The company shall have authority to acquire fully paid-up shares in its own share capital,
for no consideration or for value, if:
 a.
    
    the general meeting of shareholders has authorized the board of directors to make
such acquisition and with the authorization  which shall be valid for no more than
eighteen months  has specified the number of shares which may be acquired, the manner in
which they may be acquired and the limits within which the price must be set; andb.
    
    the companys equity, after deduction of the price of acquisition, is not less




---



##### 



5 than the sum of the paid-up portion of the share capital and the reserves that
have to be maintained by provision of law; and
 c.
    
    the aggregate par value of the shares to be acquired and the shares in its share
capital the company already holds, holds as pledgee or are held by a subsidiary company,
does not amount to more than one tenth of the aggregate par value of the issued share
capital.
 The companys equity as shown in the last confirmed and adopted balance sheet, after deduction
of the price of acquisition for shares in the share capital of the company and distributions
from profits or reserves to any other persons that became due by the company and its
subsidiary companies after the date of the balance sheet, shall be decisive for what has been
provided under item b above. If no annual accounts have been confirmed and adopted when more
than six months have expired after the end of any financial year, then an acquisition by
virtue of this paragraph shall not be allowed.2.
    
    Any acquisition by the company of shares that have not been fully paid up shall be void.3.
    
    Shares as referred to in this article shall include certificates of beneficial ownership.
 REDUCTION OF THE ISSUED SHARE CAPITAL
Article 7
 1.
    
    The general meeting of shareholders shall have power to pass a resolution to reduce the
issued share capital by the cancellation of shares or by reducing the amount of the shares by
means of an amendment to the companys Articles of Association. The shares to which such
resolution relates shall be stated in the resolution and it shall also be stated therein how
the resolution shall be implemented.2.
    
    A resolution to cancel shares may only relate to shares in its own share capital, that are
being held by the company itself or of which it holds the certificates of beneficial
ownership.3.
    
    Any reduction of the nominal amount of shares without redemption must be made pro rata on all
shares of the same class.4.
    
    A partial repayment on shares shall only be allowed in implementation of a resolution to
reduce the nominal amount of the shares. Such a repayment must be made in respect of all
shares of the same class on a pro rata basis, or in respect of the preference shares only.
The pro rata requirement may be waived with the consent of all the shareholders concerned.5.
    
    For a resolution to reduce the capital a majority of at least two-thirds of the votes cast
shall be required, if less than one half of the issued capital is represented at the meeting.6.
    
    The notice convening a meeting at which a resolution, as mentioned in this article, is to be
passed shall state the purpose of the reduction of the share capital and the manner in which
effect is to be given thereto.The second, third and fourth paragraphs of Article 2:123 of the Civil Code shall




---



##### 



6 mutatis mutandis be applicable.
 7.
    
    The company shall deposit the resolutions referred to in paragraph 1 of this article at the
office of the Trade Register and shall publish a notice of such deposit in a nationally
distributed daily newspaper; what has been provided in Article 2:100, paragraphs 2 and 6
inclusive of the Civil Code shall be applicable to the company.
 SHARES AND SHARE CERTIFICATES
Article 8
 1.
    
    The shares shall be registered shares and they shall for each class be numbered and may also
be provided with letters as the board of directors shall determine.2.
    
    The board of directors may resolve that, at the request of the shareholder, share
certificates shall be issued in respect of shares in such denominations as the board shall
determine, which certificates are exchangeable at the request of the shareholder.3.
    
    Share certificates shall not be provided with a set of dividend coupons and a talon.4.
    
    Each share certificate carries the number(s) and letter(s), if any, of the share(s) in
respect of which they were issued.5.
    
    The exchange referred to in paragraph 2 shall be free of charge.6.
    
    Share certificates shall be signed by a member of the board of directors. The board of
directors may resolve that the signature shall be replaced by a facsimile signature.7.
    
    The board of directors may determine that for the purpose of trading and transfer of shares
at a foreign stock exchange, share certificates shall be issued in such form as shall comply
with the requirements of such foreign stock exchange.8.
    
    On a request in writing by the party concerned and upon provision of satisfactory evidence as
to title, replacement share certificates may be issued of share certificates which have been
mislaid, stolen or damaged, on such conditions, including, without limitation, the provision
of indemnity to the company as the board of directors shall determine.The costs of the issue of replacement share certificates may be charged to the applicant. By
the issue of replacement share certificates the original share certificates will become void
and the company will have no further obligation with respect to such original share
certificates. Replacement share certificates will bear the numbers and letters of the
documents they replace.
 REGISTER OF SHAREHOLDERS  Article 9
 1.
    
    The board of directors shall keep a register of shareholders in which the name and address of
each shareholder shall be entered, recording the amount paid-up on each share, as well as, in
so far as applicable, the further particulars referred to in Article 2:85 of the Civil Code.2.
    
    The board of directors shall be authorized to keep a part of the register outside the
Netherlands if required to comply with applicable foreign legislation or the rules of the
stock exchange where the shares of the company are listed.




---



##### 



7 3.
    
    The board of directors shall determine the form and contents of the register with
due observance of the provisions of paragraphs 1 and 2 hereof.4.
    
    Every entry in the register shall be signed by a member of the board of directors; the
register shall be kept regularly up to date.5.
    
    Upon request the board of directors shall provide shareholders and those who have a right of
usufruct or pledge in respect of such shares free of charge with an extract from the register
in respect of their rights to a share.6.
    
    The board of directors shall be authorized to provide the authorities with information and
data contained in the register of shareholders or have the same inspected to the extent that
this is requested to comply with applicable foreign legislation or rules of the stock exchange
where the companys shares are listed.
 TRANSFER OF SHARES
Article 10.
 1.
    
    The transfer of shares or of a restricted right thereto shall require an instrument intended
for such purpose and, save when the company itself is a party to such legal act, the written
acknowledgement by the company of the transfer. The acknowledgement shall be made in the
instrument or by a dated statement on the instrument or on a copy or extract thereof
mentioning the acknowledgement signed as a true copy by the notary or the transferor, or in
the manner referred to in paragraph 2. Service of such instrument or such copy or extract on
the company shall be considered to have the same effect as an acknowledgement.2.
    
    If a share certificate has been issued for a share the surrender to the company of the share
certificate shall also be required for such transfer.The company may acknowledge the transfer by making an annotation on such share certificate as
proof of the acknowledgement or by replacing the surrendered certificate by a new share
certificate registered in the name of the transferee.
 MANAGEMENT
Article 11
 1.
    
    The company shall have a board of directors, consisting of one or more members, comprising
both members having responsibility for the day-to-day management of the company (the
executive directors) and members not having such responsibility (the non-executive
directors). The majority of the members of the board of directors shall consist of
non-executive directors.2.
    
    The chairman of the board of directors shall fix the number of the directors. If the office
of the chairman is vacated the number shall be fixed by the board itself.3.
    
    The general meeting of shareholders shall appoint the directors and shall at all times have
power to suspend or to dismiss every one of the directors. The term of office of all directors
will be for a period of approximately one year after appointment, such year expiring on the
day the first general meeting of shareholders is held in the following calendar year. Each
director may be reappointed at any subsequent general meeting of shareholders.4.
    
    The company shall have a policy in respect of the remuneration of the members of




---



##### 



8 the board of
directors (the remuneration policy). The remuneration policy shall
be adopted by the general meeting of shareholders. The remuneration policy shall at least
raise the subjects referred to in article 2:383 (c)-(e) of the Civil Code, to the extent they
concern the board of directors.
 5.
    
    With due observation of the remuneration policy the board of directors may fix a
remuneration for the directors in respect of the performance of their duties, provided that
nothing herein contained shall preclude any directors from serving the company or any
subsidiary or related company thereof in any other capacity and receiving compensation
therefore.6.
    
    The board of directors shall submit to the general meeting of shareholders for its approval
plans to award shares or the right to subscribe for shares. The plans shall at least set out
the number of shares and rights to subscribe for shares that may be awarded to the board of
directors and the criteria that shall apply to the award or any change thereto.Failure to obtain the approval of the general meeting of shareholders shall not affect the
powers of representation of the board of directors.7.
    
    The company shall not grant its directors any personal loans, guarantees or the like unless
in the normal course of business, as regards executive directors on terms applicable to the
personnel as a whole, and after approval of the board of directors.
 Article 12
 1.
    
    The board of directors shall, subject to the limitations contained in these Articles of
Association, be in charge of the management of the company.2.
    
    The board of directors shall, from among their number, appoint a chairman, and shall have
power to appoint a co-chairman, a chief executive officer and one or more presidents and
vice-presidents.The board of directors shall furthermore appoint a company secretary. The company secretary
shall assist the board of directors.
The office of chairman and chief executive officer shall be capable of being held by one and
the same person.3.
    
    The board of directors shall draw up board regulations to deal with matters that concern the
board internally.The regulations may include an allocation of tasks amongst the directors and the chairman and
the co-chairman and may provide for delegation of powers.
The regulations shall contain provisions concerning the manner meetings of the board of
directors are called and held. These meetings may be held by telephone conference or video
conference, provided all participating directors can hear each other simultaneously.4.
    
    The board of directors can only adopt valid resolutions when the majority of the directors in
office shall be present at the board meeting or be represented thereat.5.
    
    A member of the board of directors may only be represented by a co-member of the board
authorized in writing.




---



##### 



9 The expression in writing shall include any message transmitted by current means
of communication and received in writing.
A member of the board of directors may not act as proxy for more than one co-member.6.
    
    All resolutions shall be adopted by the favourable vote of the majority of the directors
present or represented at the meeting. Each director shall have one vote.7.
    
    A director shall not take part in any vote on a subject or transaction in relation to which
he has a conflict of interest with the company.If there is a tie in a vote, the chairman of the board of directors shall have a casting vote.8.
    
    The board of directors shall be authorized to adopt resolutions without convening a meeting
if all directors shall have expressed their opinions in writing, unless one or more directors
shall object against a resolution being adopted in this way. A resolution shall in this case
be adopted if the majority of all directors shall have expressed themselves in favour of the
resolution concerned. The provision of the second sentence of paragraph 5 shall apply mutatis
mutandis.9.
    
    The board of directors shall require the approval of the general meeting of shareholders for
resolutions concerning an important change in the companys identity or character, including
in any case:
 a.
    
    the transfer to a third party of the business of the company or practically the
entire business of the company;b.
    
    the entry into or breaking off of any long-term co-operation of the company or a
subsidiary with another legal entity or company or as a fully liable partner of a general
partnership or limited partnership, where such entry into or breaking off is of
far-reaching importance to the company;c.
    
    the acquisition or disposal by the company or a subsidiary of an interest in the
capital of a company with a value of at least one/third of the companys assets according
to the consolidated balance sheet with explanatory notes included in the last adopted
annual accounts of the company.
 10.
    
    Failure to obtain the approval required under paragraph 9 of this article shall not affect
the powers of representation of the board of directors.11.
    
    If a serious private bid is made for a business unit or participating interest of the company
and the value of the bid exceeds the threshold referred to in the preceding paragraph 9 under
c, and such bid is made public, the board of directors shall, at its earliest convenience,
make public its position on the bid and the reasons for this position.12.
    
    If the office(s) of one or more directors be vacated or if one or more directors be otherwise
unavailable, the remaining directors or the remaining director shall temporarily be vested
with the entire management, provided however that in such event the board of directors shall
have power to designate one or more persons to be temporarily entrusted with the co-management
of the company. If the offices of all directors be vacated or if all directors be otherwise
unable to act, the manage-




---



##### 



10 ment shall temporarily be vested in the person or persons whom the
general meeting of shareholders shall every year appoint for that purpose.
 COMMITTEES
Article 13
 1.
    
    The board of directors shall appoint from among its non-executive directors an audit
committee and a nominating and compensation committee.2.
    
    The board of directors shall have power to appoint any further committees, composed of
directors and officers of the company and of group companies.3.
    
    The board of directors shall determine the duties and powers of the committees referred to in
the preceding paragraphs.
 REPRESENTATION
Article 14
 1.
    
    The general authority to represent the company shall be vested in the board of directors, the
chairman, the co-chairman and the chief executive officer severally.The board of directors may also confer authority to represent the company, jointly or
severally, to any one or more directors and/or officers of the company who would thereby be
granted powers of representation with respect to such acts or categories of acts as the board
may determine and shall notify to the Trade Register.2.
    
    Where a director has an interest which conflicts with the interest of the company, directly
or indirectly, the board of directors, the chairman, the co-chairman and the chief executive
officer severally may nevertheless represent the company.
 INDEMNITY
Article 15
  GENERAL MEETING OF SHAREHOLDERS
Article 16
 1.
    
    At least one general meeting of shareholders shall be held every year, which meeting shall be
held within six months after the close of the financial year.2.
    
    Furthermore, general meetings of shareholders shall be held in the case referred to in
article 2:108a of the Civil Code and as often as the board of directors, the chairman or
co-chairman of the board or the chief executive officer deems it nec-




---



##### 



11 essary to hold them,
without prejudice to what has been provided in the next paragraph hereof.
 3.
    
    The board of directors shall have the obligation to call a general meeting of shareholders,
if one or more of those having the right to vote who hold, as between them, at least ten
percent of the issued share capital make a request in writing to the board to that effect,
stating the matters to be dealt with.If the board of directors fails in that event to call a meeting, in such a way that it is held
within six weeks after the aforesaid request has been received, then every one of those who
have made such a request shall be entitled himself to call such a meeting, subject to due
observance of what has been provided thereon in these Articles of Association.4.
    
    General meetings of shareholders shall be held in Amsterdam, Schiphol Airport, Rotterdam, or
The Hague, and shall be called by the board of directors, the chairman or the co-chairman of
the board or the chief executive officer, by means of publication of a notice to that effect
in a nationally distributed daily newspaper and in such other manner as may be required to
comply with applicable stock exchange regulations, not later than on the fifteenth day prior
to the meeting.Additionally the board of directors shall give notice of the meeting to the shareholders by
letter, cable, telex or telefax to be sent to the addresses recorded in the register of
shareholders at least fifteen days prior to the meeting.5.
    
    The notice shall state the place, date and hour of the meeting and the agenda of the meeting
or shall state that the shareholders and all other persons who shall have the statutory right
to attend the meeting may inspect the same at the office of the company and at such other
place(s) as the board of directors shall determine.6.
    
    The agenda shall contain such subjects as the person(s) convening the meeting shall decide,
and furthermore, unless this conflicts with a substantial interest of the company, such other
subjects as one or more of those having the right to vote who hold, as between them, at least
one percent of the issued capital have so requested the board of directors in writing at least
sixty days before the date of the meeting.7.
    
    The agenda of the annual general meeting shall contain, inter alia, the following items:
 a.
    
    adoption of the annual accounts;b.
    
    granting of discharge to the members of the board of directors in respect of the
performance of their duties in the relevant financial year;c.
    
    the policy of the company on additions to reserves and on dividends, if any;d.
    
    if, applicable, the proposal to pay a dividend;e.
    
    if applicable, discussion of any substantial change in the corporate governance structure
of the company.
 8.
    
    The board of directors shall provide the general meeting of shareholders with all requested
information, unless this would be contrary to an overriding interest of the company. If the
board of directors invokes an overriding interest, it must give




---



##### 



12 reasons.
 9.
    
    If a right of approval is granted to the general meeting of shareholders by law or these
articles of association (e.g. as referred to in article 11.6 and article 12.9) or the board
of directors requests a delegation of powers or authorization (e.g. as referred to in article
4), the board of directors shall inform the general meeting of shareholders by means of a
circular or explanatory notes to the agenda of all facts and circumstances relevant to the
approval, delegation or authorization to be granted.10.
    
    When convening a general meeting of shareholders, the board of directors may determine that,
for the purpose of this article 16 and article 17 hereof, as persons with the right to vote or
attend meetings shall be considered those persons who have these rights at a date to be
specified in the notice of the meeting (the record date) and are registered as such in the
register of shareholders if they are shareholders and in a register to be designated by the
board of directors for such purpose if they are not shareholders, irrespective whether they
will have these rights at the date of the meeting. The record date may not be set earlier than
on the seventh day prior to the meeting.The notice of the meeting shall further state the manner and the place where others than the
shareholders who are permitted by law to attend the meeting must deposit documentary evidence
of their right to attend and the day on which this must take place at the latest which day may
not be set earlier than on the seventh day prior to the meeting. If the board of directors has
specified a record date the persons who have made the deposit shall be registered in the
register referred to hereinbefore.11.
    
    If a proposal to amend the companys Articles of Association is to be dealt with, a copy of
that proposal, in which the proposed amendments are stated verbatim, shall be made available
for inspection to the shareholders and others who are permitted by law to attend the meeting,
at the office of the company, as from the day the meeting of shareholders is called until
after the close of that meeting, and each of them shall be entitled, upon his request, to
obtain a copy thereof, without charge.
 Article 17
 1.
    
    The general meeting of shareholders shall be presided over by the chairman of the board of
directors or, in his absence, by the co-chairman or in the absence of the latter by the person
chosen by the board of directors to act as chairman for such meeting.2.
    
    One of the persons present designated for that purpose by the chairman of the meeting shall
act as secretary and take minutes of the business transacted. The minutes shall be confirmed
by the chairman of the meeting and the secretary and signed by them in witness thereof.3.
    
    The minutes of the general meeting of shareholders shall be made available, on request, to
the shareholders no later than three months after the end of the meet-




---



##### 



13 ing, after which the
shareholders shall have the opportunity to react to the minutes
in the following three months. The minutes shall then be adopted in the manner as described in
the preceding paragraph.
 4.
    
    If an official notarial record is made of the business transacted at the meeting then minutes
need not be drawn up and it shall suffice that the official notarial record be signed by the
notary. Each director shall at all times have power to give instructions for having an
official notarial record made at the companys expense.5.
    
    Shareholders and those permitted by law to attend the meetings may cause themselves to be
represented at any meeting by a proxy duly authorized in writing, provided they shall notify
the company in writing of their wish to be represented at such time and place as shall be
stated in the notice of the meetings.The board of directors may determine further rules concerning the deposit of the powers of
attorney; these shall be mentioned in the notice of the meeting.6.
    
    The chairman of the meeting shall decide on the admittance to the meeting of persons other
than those who are entitled to attend.7.
    
    The chairman may determine the time for which shareholders and others who are permitted to
attend the general meeting of shareholders may speak if he considers this desirable with a
view to the order by conduct of the meeting.8.
    
    Every share shall confer the right to cast one vote.9.
    
    All resolutions shall be passed with an absolute majority of the votes validly cast unless
otherwise specified herein.As long as there are Series A preference shares issued and outstanding, resolutions to amend
the provisions of this article 17(9) as well as the articles 3(5), 20(2), 20(8), 20(9), 20(10)
and 21(4) of these articles of association, in as much as they relate to Series A preference
shares, may only be passed by a majority representing at least ninety-five per cent (95%) of
the companys issued and outstanding share capital.
Blank votes shall not be counted as votes cast.10.
    
    No voting rights shall be exercised in the general meeting of shareholders for shares owned
by the company or by a subsidiary of the company; likewise no voting rights shall be exercised
for shares of which the certificates of beneficial ownership are held by the company or the
subsidiary. Usufructuaries of shares owned by the company and its subsidiaries shall however
not be excluded from exercising their voting rights, if the usufruct was created before the
shares were owned by the company or a subsidiary.
 AUDIT
Article 18
 1.
    
    The general meeting of shareholders shall appoint an accountant as referred to in Article
2:393 of the Civil Code, to examine the annual accounts drawn up by the board of directors, to
report thereon to the board of directors, and to express an opinion with regard thereto.2.
    
    If the general meeting fails to appoint the accountant as referred to in paragraph 1




---



##### 



14 of this
article, this appointment shall be made by the board of directors.
 3.
    
    The appointment provided for in paragraph 1 may at all times be cancelled by the general
meeting and if the appointment has been made by the board of directors, also by the board of
directors.4.
    
    The accountant may be questioned by the general meeting of shareholders in relation to his
statement on the fairness of the annual accounts. The accountant shall therefore be invited to
attend the general meeting of shareholders convened for the adoption of the annual accounts.5.
    
    The accountant shall, in any event, attend the meeting of the board of directors at which the
report of the accountant is discussed, and at which the annual accounts are to be approved.
 FINANCIAL YEAR, ANNUAL ACCOUNTS AND DISTRIBUTION OF
PROFITS
Article 19
 1.
    
    The financial year of the company shall coincide with the calendar year.2.
    
    The board of directors shall annually close the books of the company as at the last day of
every financial year and shall within five months thereafter  subject to any extension of
this time limit up to a maximum extension of six months, by the general meeting by reason of
special circumstances  draw up annual accounts consisting of a balance sheet, a profit and
loss account and explanatory notes, and shall within that period make these documents
available to the shareholders for inspection at the offices of the company. The board of
directors shall within that period similarly make the annual report available to shareholders
for inspection.3.
    
    If the activity of the company or the international structure of its group justifies the
same, its annual accounts or only its consolidated accounts may be prepared in a foreign
currency.4.
    
    The broad outline of the corporate governance structure of the company shall be explained in
a separate chapter of the annual report. In the explanatory notes to the annual accounts the
company shall state, in addition to the information to be included pursuant to article 2:383d
of the Civil Code, the value of the options granted to the executive directors and personnel
and shall indicate how this value is determined.5.
    
    The annual accounts shall be signed by all the directors; should any signature be missing,
then this shall be mentioned in the annual accounts, stating the reason.6.
    
    The company shall ensure that the annual accounts, the annual report and the particulars to
be added in accordance with article 2:392 paragraph 1 of the Civil Code are available at its
office as from the date on which the general meeting of shareholders at which they are
intended to be dealt with is called. The shareholders and those who are permitted by law to
attend the meetings of shareholders shall be enabled there to inspect these documents and to
obtain copies thereof free of charge.7.
    
    The general meeting of shareholders shall adopt the annual accounts.
 Article 20




---



##### 



15 1.
    
    From the profits, shown in the annual accounts, as adopted, such amounts shall be
reserved as the general meeting of shareholders may determine, subject to a proposal of the
board of directors in this respect.2.
    
    The profits remaining thereafter shall, if possible, first be applied to distribute in
respect of the Series A preference shares that percent of the sum of their nominal amount and
the share premium reserve relating to the Series A preference shares, as specified in the
board resolution referred to in article 3 paragraph 5 hereof, provided however that no
dividends shall be distributed in respect of the Series A preference shares for the financial
years two thousand three and two thousand four. Dividends in respect of Series A preference
shares will not be cumulative.3.
    
    Any profits remaining thereafter shall be at the disposal of the general meeting of
shareholders for distribution of dividend on the common shares only, subject to the provision
of paragraph 8 .4.
    
    The general meeting of shareholders may declare and pay dividends in United States Dollars or
in shares of the company or in the form of a combination thereof.5.
    
    The company shall only have power to make distributions to shareholders and other persons
entitled to distributable profits to the extent the companys equity exceeds the sum of the
paid-up portion of the share capital and the reserves that must be maintained in accordance
with provision of law. No distribution of profits may be made to the company itself for shares
that the company holds in its own share capital.6.
    
    The distribution of profits shall be made after the adoption of the annual accounts, from
which it appears that the same is permitted.7.
    
    The board of directors shall have power to declare one or more interim dividends, provided
that the requirements of the fifth paragraph hereof are duly observed as evidenced by an
interim statement of assets and liabilities as referred to in article 2:105 paragraph 4 of the
Civil Code and provided further that the policy of the company on additions to reserves and
dividends is duly observed.The provisions of paragraphs 2 and 3 hereof shall apply mutatis mutandis.8.
    
    The board of directors may determine that dividends or interim dividends, as the case may be,
shall be paid, in whole or in part, from the companys share premium reserve or from any other
reserve, provided that payments from reserves may only be made to the shareholders that are
entitled to the relevant reserve upon the dissolution of the company.9.
    
    The resolution of the general meeting of shareholders to reduce the capital of the Series A
preference shares or apply the share premium reserve attributable to the Series A preference
shares to recoup losses the company has suffered, requires the prior approval of all holders
of the Series A preference shares.10.
    
    Dividends and other distributions of profit shall be made payable in the manner and at such
date(s)  within four weeks after declaration thereof  and notice thereof shall be given, as
the general meeting of shareholders, or in the case of interim dividends or dividends in
respect of Series A preference shares, the board of




---



##### 



16 directors shall determine, provided
however that the board of directors shall have
the right to determine that each payment of annual dividends in respect of Series A preference
shares be deferred for a period not exceeding five consecutive annual periods in which case
payment of dividends in respect of common shares for the relevant financial year will be
deferred for the same period.
 11.
    
    Dividends and other distributions of profit, which have not been collected within six years
after the same have become payable, shall become the property of the company.
 DISSOLUTION AND WINDING-UP
Article 21
 1.
    
    In the event a resolution is passed to dissolve the company, the company shall be wound-up by
the board of directors, unless the general meeting of shareholders should resolve otherwise.2.
    
    The general meeting of shareholders shall appoint and decide on the remuneration of the
liquidators.3.
    
    Until the winding-up of the company has been completed, these Articles of association shall
to the extent possible, remain in full force and effect.4.
    
    Whatever remains of the companys equity after all its debts have been discharged shall first
be applied to distribute to the holders of Series A preference shares the nominal amount of
their preference shares and thereafter the amount of the share premium reserve relating to the
Series A preference shares. Any remaining assets shall be distributed to the holders of common
shares in proportion to the aggregate nominal amount of their common shares and, if only
Series A preference shares are issued and outstanding, to the holders of Series A preference
shares in proportion to aggregate nominal amount of Series A preference shares. No liquidation
distribution may be made to the company itself for shares that the company holds in its own
share capital.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 for the period
provided by law.
 The undersigned