**Exhibit 3.2**

 

NautaDutilh N.V.

 

CONTINUOUS TEXT of the articles of association of New SkiesSatellites B.V., with corporate seat in Amsterdam, after partial amendmentto the articles of association, by deed executed before W.H. Bossenbroek, civillaw notary in Amsterdam, on 5 July 2005.

 

Ministerial declaration of no-objection dated 2 June 2005, numberB.V. 615.954.

 

This is a translation into English of the original Dutch text. Anattempt has been made to be as literal as possible without jeopardizing the overallcontinuity. Inevitably, differences may occur in translation, and if so theDutch text will by law govern.

 

**ARTICLES OF ASSOCIATION:**

 

**Name. Corporate seat.**

 

**Article 1.**

 

The name of the company is: New Skies SatellitesB.V.

 

Its corporate seat is at Amsterdam.

 

**Objects**

 

**Article 2.**

 

The objects of the company are:

 

a.                                      to engage in the planning, development,construction, ownership and operation of a global satellite communicationssystem; to contract for the development, construction and operation of spacecraft,launch vehicles and satellite control centers; to acquire physical facilities,equipment and devices necessary for its operations; to provide services toINTELSAT in accordance with the Ensured Capacity Rights Agreement between INTELSATand the company and any successive agreements or related agreements; toparticipate in various segments of the broadcasting, telecommunications, andinformation services markets; to provide satellite multimedia services; tomarket or arrange the marketing of all services it provides; to engage inresearch and development in connection therewith;

 

b.                                     to incorporate, to participate in any way in, to manage and tosupervise, to render advice and services to other companies, to in any otherway take interest in companies and enterprises of any nature;

 

c.                                      to provide regular payments;

 

d.                                     to finance companies and enterprises;

 

e.                                      to lend and to borrow moneys, and to revise funds, to issue notes,bonds, debentures and other securities, as well as entering into agreements pertainingthereto;

 

f.                                        to give guarantees, to bind the company and to encumber assets of thecompany and to in any way provide security in favour of companies and

 

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enterprises with which thecompany forms a group and in favour of third parties;

 

g.                                     to for own account or for account of third persons acquire, alienate, encumber,exploit, lease, let and to in any other way obtain and give use or benefit ofreal estate;

 

h.                                     to trade in currencies, securities and assets in general;

 

i.                                         to exploit and to trade in patents, trademarks rights, licences, knowhow and other industrial and intellectual property rights;

 

j.                                         to perform all kinds of industrial, financial and commercial activities,as well as to do all that is connected therewith or may be conducive thereto,all this in the widest sense.

 

**Share capital and shares.**

 

**Article 3.**

 

3.1.                             The authorised share capital of the company amounts to ninety-one thousandeuro (EUR 91,000). It is divided into ninety-one thousand(91,000) shares of one euro (EUR 1) each.

 

3.2.                             The shares shall be in registered form and shall be numbered consecutivelyfrom 1 onwards.

 

3.3.                              No share certificates shall be issued.

 

3.4.                             The company may make loans with a view to a subscription for or acquisitionof shares in its share capital up to the amount of its distributable reserves.A resolution by the managing board to make a loan as referred to in thepreceding sentence shall be subject to the approval of the general meeting ofshareholders, hereinafter to be referred to as: the general meeting.

 

The company shall maintaina non-distributable reserve equal to the outstanding amount of the loansreferred to in this paragraph.

 

**Issue of shares.**

 

**Article 4.**

 

4.1.                             Shares shall be issued pursuant to a resolution of the general meeting;the general meeting shall determine the price and further terms and conditionsof the issue.

 

4.2.                             Shares shall never be issued at a price below par.

 

4.3.                             Shares shall be issued by notarial deed in accordance with theprovisions set out in section 2:196 of the Civil Code.

 

4.4.                             Shareholders have no pre-emption rights upon issue of shares or upon agrant of rights to subscribe for shares.

 

4.5.                             The company is not authorised to cooperate in the issue of depositary receiptsfor shares.

 

**Payment for shares.****Article 5.**

 

5.1.                             Shares shall only be issued against payment in full.

 

5.2.                             Payment must be made in cash to the extent that no alternative

 

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contribution has been agreed.

 

5.3.                             Payment in cash may be made in a foreign currency, subject to the company’sconsent.

 

**Acquisition and disposal of shares.**

 

**Article 6.**

 

6.1.                             Subject to authorisation by the general meeting, the managing board maycause the company to acquire for a consideration such number of fully paid upshares in its own share capital that the aggregate par value of the shares inits share capital to be acquired and already held by the company and itssubsidiary companies does not exceed half of the issued share capital andwithout prejudice to the other relevant provisions of section 2:207 of theCivil Code.

 

6.2.                             Article 4 paragraph 1 shall equally apply to the disposal by thecompany of shares acquired in its share capital. A resolution to dispose ofsuch shares shall be deemed to include the approval as referred to in section 2:195subsection 4 of the Civil Code.

 

**Shareholders register.**

 

**Article 7.**

 

7.1.**                            **The managing board shall maintain a shareholders register in accordancewith the relevant statutory requirements.

 

7.2.                             The managing board shall make the register available at the office ofthe company for inspection by the shareholders.

 

**Notices of meetings and notifications.**

 

**Article 8.**

 

8.1.                             Notices of meetings to shareholders shall be sent by registered orregular letter to the addresses stated in the shareholders register.

 

8.2.                             Notifications to the managing board shall be sent by registered orregular letter to the office of the company or to the addresses of all managingdirectors.

 

**Transfer of shares.**

 

**Article 9.**

 

Any transfer of shares shall be effected by notarial deed, in accordancewith the provisions set out in section 2:196 of the Civil Code.

 

**Restrictions on the transfer of shares.**

 

**Article 10.**

 

10.1.                       A shareholder who wishes to transfer one or more shares shall be free totransfer his shares if the other shareholders state in writing that applicationof sub 3 up to and including 7 of this article is waived.  The transfer must take place within threemonths after the other shareholders have made such statement.

 

If a shareholder is totransfer his shares to a former shareholder by virtue of the law, sub 3 to 7inclusive of this article shall not apply.

 

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10.2.                       In all cases other than referred to in sub 1 of this article, a transferof shares - not including a transfer by the company of shares it has acquiredin its own share capital - may only be effected with due observance of sub 3 upto and including 7 of this article.

 

10.3.                       A shareholder who wishes to transfer one or more shares, hereinafteralso to be referred to as: the offeror, shall first offer such shares to theother shareholders. The company itself may only be a prospective purchaserpursuant to this article with the consent of the offeror.

 

10.4.                       The shareholder shall, if he so requests, receive from the prospectivepurchasers to whom an offer is to be made, a price equal to the value of hisshares determined by one or more independent experts to be designated by mutualagreement between the managing board and the offeror.

 

10.5.                       Should the managing board and the offeror fail to reach agreement on thedesignation of the independent expert / experts, such designation shall be madeby the President of the Chamber of Commerce and Industry, within the districtin which the company has its seat.

 

10.6.                       The offeror may withdraw his offer, provided he does so within one monthafter he has been informed to which prospective purchasers he may sell all ofthe shares to which the offer relates and at what price.

 

10.7.                       If it is ascertained that not all of the shares to which the offerrelates are to be purchased against payment in cash, the offeror shall be freeto transfer such shares within three months after such fact has beenascertained.

 

**Management.**

 

**Article 11.**

 

11.1.                       The company shall have a managingboard consisting of one or more persons. Both natural persons and legalentities may be managing directors. The general meeting shall determine thenumber of managing directors.

 

11.2.                       Managing directors shall be appointed by the general meeting. Thegeneral meeting may at any time suspend and dismiss managing directors.

 

11.3.                       The general meeting shall determine the terms and conditions ofemployment of the managing directors.

 

11.4.                       In the event that one or more managing directors is prevented fromacting or is failing to act, the remaining managing directors or the only remainingmanaging director shall temporarily be in charge of the management. In theevent that all managing directors are or the only managing director isprevented from acting or are / is failing, the person designated or to bedesignated for that purpose by the general meeting shall temporarily be incharge of the management. Failing

 

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any managing director theperson referred to in the preceding sentence shall as soon as possible take thenecessary measures to come to a definitive arrangement.

 

**Resolutions by the managing board.**

 

**Article 12.**

 

12.1.                    With due observance of these articles of association, the managing boardmay adopt rules governing its internal proceedings. Furthermore, themanaging directors may, by rules or otherwise, divide their duties amongthemselves.

 

12.2.                    The managing board shall meet whenever a managing director so requires.The managing board shall adopt its resolutions by an absolute majority of votescast. In a tie vote, the general meeting shall decide.

 

12.3.                    The managing board may also adopt resolutions without holding a meetingprovided such resolutions are adopted in writing, by cable, by telex or bytelefax and all managing directors have expressed themselves in favour of theproposal concerned.

 

12.4.                    The managing board shall adhere to the instructions of the general meetingin respect of the general financial, social, economic and personnel policies tobe pursued by the company.

 

12.5.                    The managing board shall require theprior approval of the general meeting for resolutions concerning:

 

a.                                         the acquisition, disposal orencumbrance of registered property (“registergoederen”) in excess of a value often million euros (EUR 10,000,000) per transaction;

 

b.                                        the encumbrance of movable propertyand receivables in excess of a value of ten million euros (EUR 10,000,000) pertransaction;

 

c.                                         the creation of liability on thepart of the company or in respect of its property for debts of third parties inexcess of ten million euros (EUR 10,000,000) per transaction, by suretyship orotherwise;

 

d.                                     the extension of the company’s activities by anew line of business, or the closing down, other than on a temporary basis, ortransfer of the ownership or use and enjoyment of all or a significant part ofthe company’s business;

 

e.                                      the participation in other enterprises, thetransfer or liquidation of the above participating interests, the extension ofthe activities of such enterprises by a new line of business or the closingdown, other than on a temporary basis, or transfer of the ownership or use andenjoyment of all or a significant part of the businesses of such enterprises,in as far as the value or interest of such transactions exceed an amount of tenmillion euros (EUR 10,000,000);

 

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f.                                        the exercise of the voting rightsattached to shares held by the company in other companies, having a net assetvalue of more than ten million euros (EUR 10,000,000), in respect of proposalsto dissolve, legally merge or legally demerge, to issue shares to third partiesoutside the group of the company or to amend articles of association andconstitutional documents;

 

g.                                     the entering into, termination or amendment ofjoint venture or pooling agreements, in as far as the interest or value of suchtransactions exceed an amount of ten million euros (EUR 10,000,000);

 

h.                                     the lending or borrowing of funds in excess often million euros (EUR 10,000,000) with the exception of the withdrawal offunds from a current account held at the company’s bank(s) as designated by thegeneral meeting, provided that the company shall not have a debit balance withany such bank in excess of an amount of twenty-five million euros (EUR25,000,000), which amount may at any time be changed by the general meeting;

 

i.                                         the granting or amending of generalpowers of procuration or the granting of a title to the holder of a generalpower of procuration;

 

j.                                         the acquisition of fixed businessassets for an amount which, per transaction, exceeds an amount of ten millioneuros (EUR 10,000,000), which amount may at any time be changed by the generalmeeting;

 

k.                                      the conclusion of any transaction, other thanthose referred to above, the interest or value of which exceeds fifty millioneuros (EUR 50,000,000) (connected transactions being regarded in this contextas one transaction); the general meeting may at any time change the formeramount.

 

The general meeting is authorized to also subject other resolutions ofthe managing board to its prior approval. These resolutions shall be clearly describedand notified to the managing board in writing.

 

12.6.                    Failure to obtain the approvalrequired under paragraph 5 of this article shall not affect the powers ofrepresentation of the managing board or managing directors.

 

**Representation.Authorised signatories.**

 

**Article 13.**

 

13.1.                       The management board, as well aseach managing director individually, is entitled to represent the company.

 

13.2.                       If a managing director, acting in his personal capacity, enters into anagreement with the company, or if he, acting in his personal capacity, conductsany litigation against the company, the company is represented

 

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in that matter by a personwho the general meeting designates for that purpose, unless the law providesotherwise for such designation. Such person may also be the managing directorwith whom the conflict of interest exists.

 

If a managing director hasa conflict of interest with the company other than as referred to in the firstsentence of this paragraph, he shall as each of the other managing directors,regarding sub 1 of this article, have the power to represent the company.

 

13.3.                       Notwithstanding any conflict of interest, all legal acts of the companyvis-à-vis a holder of all of the shares, or vis-à-vis a participant in amarital community of which all of the shares form a part, whereby the companyis represented by such shareholder or one of the participants, shall be putdown in writing. For the application of the foregoing sentence, shares held bythe company or its subsidiaries shall not be taken into account. The provisionsof this paragraph do not apply to legal acts that, under their agreed terms,form part of the normal course of business of the company.

 

13.4.                       The managing board may grant to one or more persons, whether or notemployed by the company, the power to represent the company (“procuratie”) orgrant in a different manner the power to represent the company on a continuingbasis. The managing board may also grant such titles as it may determine to thepersons referred to in the preceding sentence as well as to other persons, butonly if they are employed by the company.

 

**Indemnification directorsand officers of the company****.**

 

**Article 14****.**

 

14.1.                       UnlessDutch law provides otherwise, the following shall be reimbursed to current andformer officers and directors of the company:

 

a.                the reasonable costs and expenses of conductinga defence, using counsel of their choosing, against claims based on acts orfailures to act in the exercise of their duties or any other duties currentlyor previously performed by them at the company’s request;

 

b.               any damages, fines or other costs payable bythem as a result of an act or failure to act as referred to under 1.a.;

 

c.                the reasonable costs of appearing in otherlegal proceedings in which they are involved as current or former officers anddirectors of the company, with the exception of proceedings primarily aimed atpursuing a claim on their own behalf.

 

14.2.                       Thereshall be no entitlement to reimbursement as referred to above if and to theextent that

 

a.                                      it has beenestablished by a Dutch court in a final and conclusive decision that the act orfailure to act of the person concerned may

 

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be characterised as wilful (“opzettelijk”),intentionally reckless (“bewust roekeloos”) or seriously culpable (“ernstigverwijtbaar”) conduct, unless Dutch law provides otherwise or this would, inview of the circumstances of the case, be unacceptable according to standardsof reasonableness and fairness;

 

b.                                     the costs orfinancial loss of the person concerned are covered by an insurance and theinsurer has paid out the costs or financial loss.

 

14.3                          Costs andfinancial loss shall be reimbursed by the company immediately upon receipt ofthe invoices or any other document evidencing the costs or financial loss ofthe person concerned. If and to the extent that it has been established by aDutch court in a final and conclusive decision that the person concerned is notentitled to reimbursement as referred to above, he/she shall immediately repaythe amount reimbursed by the company.  The company may not request that the person concerned provide securityfor his repayment obligation.

 

14.4                          The personconcerned shall consult with the company in advance about the manner of his/herdefence.

 

14.5                          Theprovisions of this article shall not affect any rights that the personconcerned may have pursuant to any agreement with the company or otherwise.

 

14.6                          Thecompany shall take out liability insurance for the benefit of the persons concerned.

 

14.7                          Thecompany may give further implementation to the above with respect to officersand directors of the company.

 

14.8                          The rightsunder this article shall inure to the benefit of the heirs, executors andadministrators of such person concerned.

 

**Generalmeetings.**

 

**Article 15.**

 

15.1.                       The annualgeneral meeting shall be held within six months after the end of the financialyear.

 

15.2.                       The agendafor this meeting shall in any case include the adoption of the annual accounts,the allocation of profits and the discharge of managing directors fromliability for their management over the last financial year, unless the periodfor preparation of the annual accounts has been extended.

 

At this general meeting any other items whichhave been put on the agenda in accordance with paragraphs 5 and 6 of this article shallbe discussed.

 

15.3.                       A generalmeeting shall be convened whenever the managing board or a shareholderconsiders this appropriate.

 

15.4.                       Generalmeetings shall be held in the municipality where the company

 

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has its corporate seat or in Schiphol (municipalityof Haarlemmermeer).  Resolutions adoptedat a general meeting held elsewhere shall be valid only if the entire issuedshare capital is represented.

 

15.5.                       Shareholdersshall be given notice of the general meeting by the managing board, by amanaging director or by a shareholder. The notice shall specify the items to bediscussed.

 

15.6.                       Noticeshall be given not later than on the fifteenth day prior to the date of themeeting. If the notice period was shorter or if no notice was sent, no valid resolutions may be adopted unless the resolution isadopted by unanimous vote at a meeting at which the entire issued share capitalis represented.

 

The provision of thepreceding sentence shall equally apply to matters which have not been mentionedin the notice of the meeting or in a supplementary notice sent with dueobservance of the notice period.

 

15.7.                       The general meeting shall appoint its chairman. The chairman shalldesignate the secretary.

 

15.8.                       Minutes shall be kept of the business transacted at a meeting.

 

**Votingrights of shareholders.**

 

**Article 16.**

 

16.1.                       Each shareconfers the right to cast one vote.

 

The voting rights attached to shares may not beconferred on holders of a right of usufruct and holders of a right of pledge onsuch shares. Managing directors as such have an advisory vote at the generalmeetings.

 

16.2.                       Shareholdersmay be represented at a meeting by a proxy authorised in writing.

 

16.3.                       Resolutionsshall be adopted by an absolute majority of the votes cast.

 

16.4.                       Unless thecompany has holders of a right of pledge with the right to vote, shareholdersmay adopt any resolutions which they could adopt at a meeting, without holdinga meeting. The managing directors are given the opportunity to advise regarding such resolution. A resolution to be adopted without holding ameeting shall only be valid if all shareholders entitled to vote have casttheir votes in writing, by cable, by telex or by telefax in favor of theproposal concerned. Those shareholders shall forthwith notify the managingboard of the resolution so adopted.

 

**Financialnear. Annual accounts.**

 

**Article 17.**

 

17.1.                       The financial year of the companyshall coincide with the calendar year.  Thecurrent financial year, which has commenced at the first day of November twothousand and four, shall end on the thirty-first day of December twothousand and five.

 

17.2.                       Annually,within five months after the end of each financial year - save

 

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where this period isextended by a maximum of six months by the general meeting on the basis ofspecial circumstances - the managing board shall prepare annual accounts andshall make these available at the office of the company for inspection by theshareholders. The annual accounts shall be accompanied by the auditor’scertificate, referred to in article 18, if the instructions referred to inthat article have been given, by the annual report, unless section 2:391of the Civil Code does not apply to the company, and by the additional informationreferred to in section 2:392 subsection 1 of the Civil Code, insofaras the provisions of that subsection apply to the company.

 

The annual accounts shallbe signed by all managing directors. If the signature of one or more of them islacking, this shall be disclosed, stating the reasons thereof.

 

**Auditor.**

 

**Article 18.**

 

The company may instruct an auditor, as referred to in section 2:393of the Civil Code, to audit the annual accounts prepared by the managing boardin accordance with subsection 3 of section 2:393, provided howeverthat the company must give such instructions if the law so requires. If the lawdoes not require that the instructions mentioned in the preceding sentence begiven, the company may also instruct another expert to audit the annualaccounts prepared by the managing board; such expert shall hereinafter also bereferred to as auditor. The general meeting shall be authorised to give theinstructions referred to above. If the general meeting fails to give theinstructions, the managing board shall be authorised to do so. The instructionsgiven to the auditor may be revoked at any time by the general meeting or bythe managing board if it has given the instructions.

 

The auditor shall report on his audit to the managing board and shallissue a certificate containing the results of the audit.

 

**Profitand loss.**

 

**Article 19.**

 

19.1.                       Distribution of profits pursuant to this article shall take placeafter the adoption of the annual accounts which show that the distribution is allowed.

 

19.2.                       Theprofits shall be at the free disposal of the general meeting.

 

19.3.                       Thecompany may make distributions to shareholders and other persons entitled todistributable profits only to the extent that its shareholders’ equity exceedsthe sum of its issued share capital and the reserves to be maintained by law.

 

19.4.                       A loss maybe set off against the reserves to be maintained by law only to the extentpermitted by law.

 

19.5.                       Whendividing the amount to be distributed among shareholders,shares

 

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held by the company shallnot be taken into account.

 

**Distributionof profits.**

 

**Article 20.**

 

20.1.                       Dividends shall be due and payable four weeks after they have beendeclared, unless the general meeting determines another date on the proposalof the managing board.

 

20.2.                       Thegeneral meeting may resolve that dividends will be distributed in whole or inpart in a form other than cash.

 

20.3.                       Without prejudiceto article 19 paragraph 3 the general meeting may resolve to distributeall or any part of the reserves at all times.

 

20.4.                       Withoutprejudice to article 19 paragraph 3 interimdistributions shall be made if the general meeting so determines.

 

**Liquidation.**

 

**Article 21.**

 

21.1.                       If the company is dissolved pursuant to a resolution of the general meeting,the managing directors shall become the liquidators of its property, if and tothe extent that the general meeting shall not appoint one or more otherliquidators.

 

21.2.                       After the company has ceased to exist, its books, records and other datacarriers shall for a period of seven years remain in the custody of the persondesignated for that purpose by the liquidators.

 

 
|   | ISSUED FOR CONTINUOUS  TEXT |
|--------|-----------------------------|
|   | (Signed: W.H.  Bossenbroek) |

 

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**Office (unofficial) translation of the deed ofamendment**

**to the articles of association of New SkiesSatellites B.V.**

 

*In this translation an attempt has been made to beas literal as possible,*

*without jeopardising the overall continuing.Inevitably, differences may occur intranslation, and if so, the Dutch text will govern.*

 

DEED OF AMENDMENT TO THE ARTICLES OF ASSOCIATIONNEW SKIES SATELLITES B.V.

 

On this the fifth day of July twothousand five, appeared before me, Wijnand Hendrik Bossenbroek, civil law notaryin Amsterdam:

 

Martine Schmidt, employed atmy office at 1077 XV Amsterdam, Strawinskylaan 1999, born in Amsterdam on thetenth day of April nineteen hundred and seventy-four.

 

The person appearing declaredthat the sole shareholder of New Skies Satellites B.V., a private company withlimited liability (“*besloten vennootschap metbeperkte aansprakelijkheid*”), having its corporate seat at Amsterdam(address: 2517 KR ‘s-Gravenhage Rooseveltplantsoen 4, trade register number:30146277), hereinafter referred to as the “company”, pursuant to article 16of the articles of association of the company, by written resolution dated thenineteenth day of May two thousand five has resolved to partially amendthe articles of association of the company, which written resolution shall be attachedto this deed.

 

The articles of association ofthe company were last amended on the twenty-fourth day of June twothousand five before the undersigned civil law notary.

 

Further to the abovementionedwritten resolution the person appearing stated that the articles of associationof the company are partially amended as follows:

 

I. Article 12 paragraph 5 will be amended andread as follows:

 

“12.5.      The managing board shall require theprior approval of the general meeting for resolutions concerning:

 

a.                                      the acquisition, disposal orencumbrance of registered property (“registergoederen”) in excess of a value often million euros (EUR 10,000,000) per transaction;

 

b.                                     the encumbrance of movable propertyand receivables in excess of a value of ten million euros (EUR 10,000,000) pertransaction;

 

c.                                      the creation of liability on thepart of the company or in respect of its property for debts of third parties inexcess of ten million euros (EUR 10,000,000) per transaction, by suretyship orotherwise;

 

d.                                     the extension of the company’sactivities by a new line of business, or the closing down, other than on atemporary basis, or transfer of the ownership or use and enjoyment of all or asignificant part of the company’s business;

 

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e.                                      the participation in otherenterprises, the transfer or liquidation of the above participating interests,the extension of the activities of such enterprises by a new line of businessor the closing down, other than on a temporary basis, or transfer of theownership or use and enjoyment of all or a significant part of the businessesof such enterprises, in as far as the value or interest of such transactionsexceed an amount of ten million euros (EUR 10,000,000);

 

f.                                        the exercise of the voting rightsattached to shares held by the company in other companies, having a net assetvalue of more than ten million euros (EUR 10,000,000), in respect of proposalsto dissolve, legally merge or legally demerge, to issue shares to third partiesoutside the group of the company or to amend articles of association andconstitutional documents;

 

g.                                     the entering into, termination oramendment of joint venture or pooling agreements, in as far as the interest orvalue of such transactions exceed an amount of ten million euros (EUR10,000,000);

 

h.                                     the lending or borrowing of funds inexcess of ten million euros (EUR 10,000,000) with the exception of the withdrawalof funds from a current account held at the company’s bank(s) as designated bythe general meeting, provided that the company shall not have a debit balancewith any such bank in excess of an amount of twenty-five million euros (EUR25,000,000), which amount may at any time be changed by the general meeting;

 

i.                                         the granting or amending of generalpowers of procuration or the granting of a title to the holder of a generalpower of procuration;

 

j.                                         the acquisition of fixed businessassets for an amount which, per transaction, exceeds an amount of ten millioneuros (EUR 10,000,000), which amount may at any time be changed by the generalmeeting;

 

k.                                      the conclusion of any transaction,other than those referred to above, the interest or value of which exceedsfifty million euros (EUR 50,000,000) (connected transactions being regarded inthis context as one transaction); the general meeting may at any time changethe former amount.

 

The general meeting is authorized to also subject other resolutions ofthe managing board to its prior approval. These resolutions shall be clearly describedand notified to the managing board in writing.”

 

II. Article 13 paragraph1 will be amended and read as follows:

 

“13.1.                 The managing board, as well as each managingdirector individually, is entitled to represent the company.”

 

FINAL PROVISION

 

Finally, the person appearing declared:

 

•                                         that she has been appointed by theabovementioned shareholders resolution to

 

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apply for the declaration of no objection as mentioned in article 2:235of the Dutch Civil Code and after obtaining that declaration to lay down andconfirm the amendment of the articles of association by notarial deed;

 

•                                         that the abovementioned declaration wasissued as appears from a Ministerial Declaration, attached to this Deed, undernumber B.V. 615954, dated the second day of June two thousand five.

 

The person appearing is knownto me, civil law notary.

 

This Deed was executed inAmsterdam on the date mentioned in its heading.

 

After I, civil law notary, hadconveyed and explained the contents of the Deed in substance to the personappearing, she declared that she had taken note of the contents of the Deed,was in agreement with the contents and did not wish them to be read out infull. Following a partial reading, the Deed was signed by the person appearingand by me, civil law notary.

 

Signed: M. Schmidt, W.H.Bossenbroek.

 

 
|   | ISSUED FOR TRUE COPY       |
|--------|----------------------------|
|   | (Signed: W.H. Bossenbroek) |

 

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