Exhibit 3.1

STATEMENT ABOUT ARTICLES OF ASSOCIATION

Robert Jan Jozef Lijdsman, civil law notary in Amsterdam,

hereby declares:

the attached document is a fair English translation of the complete text of the
Articles of Association of:

United Pan-Europe Communications N.V.,
-------------------------------------
having its official seat in Amsterdam;

United Pan-Europe Communications N.V. is a public limited liability company
under Dutch law ('naamloze vennootschap') having its office address at Beech
Avenue 100, 1119 Schiphol-Rijk and registered in the Commercial Register in
Amsterdam under number 33274976 (hereinafter: the "Company").

The Articles of Association of the Company were last partially amended by a
deed, executed on 7 December 2000 before Robert Jan Jozef Lijdsman, civil law
notary aforementioned, on a draft of which deed a ministerial Statement of No
Objections was granted on 29 November 2000, under number N.V. 400149.

In preparing the attached document, an attempt has been made to translate as
literally as possible without jeopardizing the overall continuity of the text.
Inevitably, however, differences may occur in translation, and if they do, the
Dutch text will by law govern.

In the attached document, Dutch legal concepts are expressed in English terms
and not in their original Dutch terms; the concepts concerned may not be
identical to concepts described by the English terms as such terms may be
understood under the laws of other jurisdictions.

Amsterdam, 12 December 2000


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CHAPTER I

Definitions.
Article 1.

In these articles of association the following expressions shall have the
following meanings:

a. the general meeting: the body of the company formed by shareholders and
other persons entitled to vote;

b. the general meeting of shareholders: the meeting of shareholders and
other persons entitled to attend the general meetings;

c. the annual meeting: the general meeting of shareholders held for the
purpose of dealing with the annual accounts and the annual report;

d. depository receipts: depository receipts in respect of shares issued by
the company;

e. subsidiary:

- a legal entity in which the company or one or more of its
subsidiaries, whether or not by virtue of agreement with other
persons who can cast votes, can exercise alone or together more
than half of the voting rights in the general meeting of members
or shareholders of that legal entity;

- a legal entity in respect of which the company or one or more of
its subsidiaries is a member or shareholder and, whether or not by
virtue of agreement with other persons who can cast votes, alone
or together, can appoint or dismiss more than half the Board of
Management members or the supervisory board members, also in the
event all the persons who can cast votes, vote;

a partnership acting in its own name shall be regarded as a subsidiary,
where the company or one or more subsidiaries, as a partner, is fully
liable to creditors for debts; all this with due observance of all
provisions of the paragraphs 3 and 4 of article 24a, Book 2 of the Civil
Code;

f. group company: a legal entity or company together with which the
company, in accordance with the meaning of article 24b, Book 2 of the
Civil Code, forms a group;

g. the distributable part of the net assets: that part of the company's
capital and reserves which exceeds the aggregate of the part of the
capital which has been paid-up and called and the reserves which must
be maintained by virtue of the law or these articles of association;

h. accountant: a "registeraccountant" or other accountant referred to
in article 393, Book 2 of the Civil Code, also the organisation within
which such accountants practice;

i. Priority: the meeting of holders of priority shares.

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CHAPTER II

Name, seat, objects.
Article 2. Name and seat.

1. The name of the company is: United Pan-Europe Communications N.V.

2. It shall have its seat in Amsterdam.

Article 3. Objects
 .
The objects of the company are:

a. to own, operate, and develop subscription and multi-channel
television systems, to render related consulting, engineering and
programming services and to provide other communications services;

b. to incorporate, manage and finance and to participate in other companies
and enterprises;

c. to take up loans, lend and invest moneys and acquire, transfer and
dispose of claims and assets in general;

d. to provide guarantees, to bind the company and to encumber the
assets of the company for the benefit of both group companies, and third
parties;

e. to provide services to companies and undertakings with which it is associated
in a group, and to third parties;

f. to exploit patents, trade mark rights, licences and industrial property
rights;

g. to carry out other financial or industrial activities.

CHAPTER III

Capital and shares. Register.
Article 4. Authorised capital. Classes of shares.

1. The authorised capital amounts to one milliard three hundred and fifty-three
million euro (EUR 1,353,000,000.--).

2. It is divided into:

- seven hundred million (700,000,000) ordinary shares A with a nominal value of
one euro (EUR 1.--) each;

- three hundred million (300,000,000) ordinary shares B with a nominal value of
one eurocent (EUR 0.01) each;

- three hundred (300) priority shares with a nominal value of one euro (EUR 1.-)
each;

- forty-nine million nine hundred and ninety-nine thousand seven hundred
(49,999,700) preference shares A divided into series as provided for in
paragraph 3 which are numbered consecutively from one on, with a nominal value
of one euro (EUR 1.--) each; and

- six hundred million (600,000,000) preference shares B with a nominal value of
one euro (EUR 1.--)
each.

3. Preference shares A which are issued at the same time and to which are
attached identical rights as those referred to in article 8 paragraph 2,
will form together a separate series of preference shares A and
consequently a separate class of shares.

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With a resolution to issue preference shares A, out of the preference
shares A mentioned in paragraph 2 of this article, such number of
preference shares A as issued with identical rights will be indicated
with a series number starting from 1 on. This amendment of paragraph 2
becomes effective upon the deposit at the Commercial Register of the
resolution of share issue or an excerpt of such resolution from which
appears the number of preference shares A with identical rights that have
been issued.

4. At the time of issue of preference shares A of a certain class, it can be
determined that these shares, at the request of the company and/or the request
of the holder of such shares and subject to the applicable terms and conditions,
can be converted into ordinary shares, in which case article 8 paragraphs 3, 4
and 5 shall apply accordingly with respect to the issue of such preference
shares A. In the event a preference share A of a certain class, in accordance
with its terms of conversion, may be converted into more than one ordinary
share, the balance between the nominal value of the preference share A to be
converted and the sum of the aggregate nominal value of the ordinary shares into
which the preference share A can be converted, shall be paid on the account of
the preference premium reserve belonging to the respective converted preference
share A, as referred to in article 9 paragraph 5. A preference share A of a
certain class shall always be converted into at least one ordinary share.

5. The ordinary shares A and the ordinary shares B may, at the option of the
shareholder, be registered shares or bearer shares. The priority shares, the
preference shares A and the preference shares B shall be registered shares.

6. Wherever the articles of association refer to shares or shareholders,
such terms shall be understood to refer to all classes of shares
mentioned in paragraph 2 and the holders thereof, unless the contrary is
apparent from the context. Wherever the articles of association refer to
ordinary shares, such term shall be understood to refer to both ordinary
shares A and ordinary shares B, unless the contrary is apparent from the
context.

7. The company may lend its cooperation to the issuance of depositary receipts
of its shares.

Article 5. Certificate of bearer shares.
A. Certificate of bearer shares.

1. On the occasion of a subscription to ordinary shares a subscriber
becoming entitled to an ordinary share may require the company, in writing, the
delivery of a registered ordinary share. Without such request, the subscriber
shall obtain a bearer ordinary share in conformity with the provisions of this
article.

2. All bearer ordinary shares A shall be embodied by one single share
certificate. All bearer ordinary shares B shall be embodied by one single
share certificate.

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3. The share certificates shall on behalf of those entitled to the shares
embodied by it, hereinafter referred to as: the "participants", be kept for the
safe custody by the Central Depository within the meaning of the Securities
Depository Act, hereinafter referred to as: "Necigef".

4. The company shall confer on a person or entity a right to a bearer ordinary
share by (i) having Necigef enable the company to add to the shares embodied by
the share certificate concerned another share, and (ii) the designation by the
entitled person or entity of an Associated Institution (within the meaning of
the Securities Depository Act), hereinafter: Associated Institution, crediting
him as participant in this Institution's collective deposit of ordinary shares
of the class concerned in the company.

5. Without prejudice to the provisions of Article 40, paragraph 5 of these
Articles of Association, Necigef shall be irrevocably charged with the
management of the share certificates and be irrevocably authorised on
behalf of the participants to perform all acts in respect of the shares
concerned, including the acceptance and delivery of and the leading of
co-operation in the crediting to and debiting from the share
certificates.

6. A participant in a collective deposit of an Associated Institution may at
any time, up to the number of bearer ordinary shares he is entitled to,
require the conversion of one or more bearer ordinary shares into
registered ordinary shares of the class concerned.

Conversion of one or more bearer ordinary shares shall require (i) the
transfer of the shares concerned by Necigef to the participant, (ii)
Necigef enabling the company to have the ordinary shares debited from the
share certificate concerned, (iii) the Associated Institution concerned
debiting the participant accordingly as participant in its collective
deposit of ordinary shares in the company and (iv) the company effecting
the entry of the participant's name in the company's register of
shareholders as holder of the registered ordinary shares concerned.

7. A holder of registered ordinary shares may at any time, up to the number
of his registered ordinary shares of the class concerned, require the
conversion of registered ordinary shares into bearer ordinary shares of
the same class.  Conversion of one or more registered ordinary shares shall
require (i) the transfer of the shares concerned by the shareholder to Necigef,
(ii) Necigef enabling the company to have the ordinary shares credited to the
share certificate concerned, (iii) the Associated Institution crediting the
shareholder accordingly as participant in its collective deposit of ordinary
shares concerned in the company, and (iv) the company effecting the deletion of
the participant's name as holder of the shares concerned in the company's
register of shareholders.

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8. For the purpose of application of the provisions of these articles of
association, shareholders shall be take to include participants in a
collective depository of bearer ordinary shares as defined in the
Securities Depository Act.

B. Certificates of preference shares A.

1. Preference shares A shall be available:
(i) either in the form of an entry in the register of shareholders without issue
of a share certificate; or,

(ii) at the discretion of the Board of Management, in the form of an entry in
the register of shareholders with issue of a share certificate, which share
certificate shall consist of a "mantel" (main part) only; share certificates of
this type are referred to in these articles of association as "preference share
A certificates".

2. Preference share A certificates shall be available in such denominations as
the Board of Management shall determine.

3. On behalf of the company, all preference share A certificates shall be signed
by or on behalf of a member of the Board of Management; the signature may be
effected by printed facsimile. In addition all preference share A certificates
may be validly signed on behalf of the company by one or more persons designated
by the Board of Management for that purpose.

4. All preference share A certificates shall be identified by numbers and/or
letters and will state the series number of the class concerned.

5. The expression "preference share A certificate" as used in these articles
of association shall include a share certificate in respect of more than
one preference share A.

Article 6. Register of shareholders.

1. No certificates shall be issued for registered ordinary shares, priority
shares and for preference shares B.

2. The Board of Management shall keep a register containing the names and
addresses of all holders of registered ordinary shares, priority shares,
preference shares A and preference shares B, with reference to the class of
shares.

3. Every holder of one or more registered shares and any person having a
life interest or a right of pledge over one or more such shares shall be
obliged to provide the company in writing with their address.

4. All entries and notes in a register shall be signed by a member of the Board
of Management.

5. Article 85, Book 2 of the Civil Code also applies to the register.

6. Extracts from a register are not marketable.

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CHAPTER IV
Issuance of shares.
Article 7. Body competent to issue shares.

1. Shares shall be issued pursuant to a resolution of the Board of Management.
The resolution shall be subject to the approval of both the Supervisory Board
and the Priority. If the resolution concerns shares (or preference shares A
convertible into such shares) of which the rights in case of liquidation as
referred to in article 45 paragraph 4 (the "Liquidation Preference") shall rank
higher than the preference shares A in issue at such time, the resolution to
issue such shares shall also require the approval of the meeting of holders of
preference shares A of the class of which the rank will be subordinated to such
new shares. Such approval shall be adopted with a majority of two thirds of the
votes cast. The authority of the Board of Management shall relate to all
unissued shares of the authorised capital, as applicable now or at any time in
the future. The duration of this authority shall be established by a resolution
of the general meeting and shall be for a period of maximum five years, without
prejudice to the provisions of article 46.

2. Designation of the Board of Management as the corporate body competent to
issue shares may be extended by the articles of association or by a resolution
of the general meeting for a period not exceeding five years in each case. The
resolution of the general meeting shall be subject to the approval of both the
Supervisory Board and the Priority. The number of shares which may be issued
shall be determined at the time of this designation. Designation by resolution
of the general meeting cannot be revoked unless determined otherwise at the time
of designation.

3. Upon termination of the authority of the Board of Management, the issue
of shares shall thenceforth require a resolution of the general meeting,
save where another corporate body has been designated by the general
meeting. The resolution of the general meeting to issue shares or to
designate another corporate body shall be subject to the approval of both
the Supervisory Board and the Priority.

4. The issue of preference shares B pursuant to a resolution of a corporate
body other than the general meeting, as a result of which an amount of
issued preference shares B would be effected which would exceed hundred
per cent (100%) of the amount of issued shares of other classes may only
be effected after the general meeting has for the specific instance
granted its concurrence.

5. In the event of an issue of preference shares B pursuant to a resolution
of a corporate body other than the general meeting as a result of which
an amount of preference shares B would be issued which does not exceed
hundred per cent (100%) of the amount of issued shares of other classes,

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a general meeting of shareholders shall be convened and held within four
weeks of the issue in which the reasons for the issue shall be explained.

6. The provisions of paragraph 1 to 5 inclusive shall be equally applicable
to the granting of rights to subscribe for shares but shall not be
applicable to the issue of shares to persons exercising a previously
granted right to subscribe for shares.

7. In the event of an issue of preference shares B a general meeting of
shareholders shall be convened, to be held not later than two years after the
date on which preference shares B were issued for the first time. The agenda for
that meeting shall include a resolution relating to the repurchase or
cancellation of the preference shares B. If the resolution to be adopted in
respect of this item on the agenda is not directed to the repurchase or
cancellation of the preference shares B, a general meeting of shareholders shall
be convened and held, in each case within two years of the previous meeting, the
agenda of these meetings shall include a resolution relating to the repurchase
of cancellation of the preference shares B, until such time as no more
preference shares B shall be issued. The foregoing provisions of this paragraph
do not apply to preference shares B issued pursuant to a resolution or with
concurrence of the general meeting.

8. Article 96, Book 2 of the Civil Code also applies to the issuance of shares
and the granting of rights to take up shares.

Article 8. Conditions of issuance.Rights of pre-emption.

1. The price and further conditions of issuance shall be determined in the
resolution to issue shares. The issue price of ordinary shares A, priority
shares, preference shares A and preference shares B may be no lower than par
value, without prejudice to the provision of article 80 paragraph 2, Book 2 of
the Civil Code.

The issue price of ordinary shares B may be no lower than one euro (EUR
1.--).

2. In the resolution to issue preference shares A, the following shall
also be determined:

a. the issue price;

b. the amount on which dividends are calculated (the "Yield Basis");

c. the entitlement of the preference shares A concerned to profit rights as
referred to in article 31 paragraph 2;

d. the Liquidation Preference of the preference shares A concerned;

e. the amount that will be paid on the preference shares A in case of a
cancellation as referred to in article 11 paragraph 4;

f. whether with respect to these preference shares A a conditional resolution to
cancel such shares as referred to in article 11 paragraph 3 will be put on the
agenda for the firstcoming general meeting of shareholders; and

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g. whether the preference shares A are convertible as referred to in article 4
paragraph 4 and if so, the terms and conditions of such conversion right. The
resolution to issue with all conditions applicable to the shares concerned, will
be deposited with the Commercial Register.

3. Each holder of ordinary shares shall have a preferential right in
accordance with article 96a, Book 2 of the Civil Code with respect to the
issue of ordinary shares or preference shares A which are convertible
into ordinary shares. The same applies to the granting of rights for the
taking up of ordinary shares and preference shares A which can be
converted into ordinary shares.

4. The pre-emptive right may be restricted or excluded by a resolution of
the Board of Management. The resolution shall be subject to the approval
of both the Supervisory Board and the Priority. The authority granted to
the Board of Management shall terminate on the date of termination of the
authority of the Board of Management to issue shares. Paragraph 1 to 3
inclusive of article 7 shall be equally applicable.

5. Articles 96a and 97, Book 2 of the Civil Code also apply to the conditions
of issuance and to the preferential right.

Article 9. Payment for shares.

1. Upon the taking up of each ordinary share, preference share A and
priority share, the total par value shall be paid together with, if the
share is taken up at a higher price, the difference between these
amounts, without prejudice to the provisions in article 80 paragraph 2,
Book 2 of the Civil Code. Upon the taking up of each preference share B,
at least one fourth of the par value shall be paid. Further payments on
preference shares B shall be made, up to the par value as a maximum, at
the request, approved by the Supervisory Board, of the Board of
Management.

2. Payment for ordinary shares, preference shares A and priority shares must
be made in cash to the extent that no other manner of payment has been
agreed upon. Payment for preference shares B can only be made in cash.

3. The Board of Management shall be authorised to enter into transactions
concerning non-monetary contributions on ordinary shares, and the other
transactions referred to in article 94 paragraph 1, Book 2 of the Civil
Code, without the prior approval of the general meeting. The resolution
to enter into these transactions shall require the approval of the
Supervisory Board and the Priority.

4. Articles 80, 80a, 80b and 94b, Book 2 of the Civil Code also apply to
payments on shares and non-monetary contributions.

5. For each class of preference shares A, a separate preference premium reserve
will be maintained. The amounts which are paid as premium on the preference
shares of shares A of the respective class, as well as the consideration

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exceeding the nominal value received by the company when selling preference
shares A as referred to in article 10 paragraph 5, are carried to these
preference share premium reserves. These reserves qualify as a reserve as
referred to in article 105 paragraph 2, Book 2 of the Civil Code, of which can
only be disposed in as far as provided for in these articles of association. No
amount can be written off from the preference share premium reserves and no
distribution can be made from the preference premium reserves, except as
provided for in article 4 paragraph 4, 10 paragraph 2, 11 paragraph 4, 32
paragraph 6 and 45 paragraph 4. On a preference share A no part of the
respective preference share premium reserve can be paid which is larger than the
percentage the respective preference share A forms of all issued preference
shares A of the respective class.

If all shares of a certain class of preference shares A cease to exist,
the balance of the respective preference share premium reserve, if any,
will be added to the general reserves of the company.

In case only part of the shares of a certain class of preference shares A ceases
to exist, then the respective preference share premium reserve will be reduced
by an amount (which will be added to the general reserves of the company) equal
to the balance of (i) that part of the share premium reserve which can be
attributed to the preference shares A which will cease to exist pro rata the
percentage the disappearing shares form of all issued preference shares A of the
respective class and (ii) the distributions made in connection with the payments
which have been made on the account of the respective preference share premium
reserve, to such disappearing preference shares A.

In applying this paragraph, a preference share A shall also be deemed to have
ceased to exist when such share is repurchased by the company and shares held by
the company shall not be accounted for as shares in issue.

CHAPTER V

Own shares and depository receipts thereof.

Article 10.

1. The company shall be entitled to acquire fully paid-up shares in its own
capital or depository receipts in respect thereof, provided either no
valuable consideration is given or provided that:

a. the distributable part of the capital and reserves is at least equal to the
purchase price; and

b. the nominal value of the shares or the depository receipts in respect thereof
which the company acquires, holds or holds in pledge or which are held by a
subsidiary does not exceed one tenth of the issued capital.

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2. The purchase price of certain class of preference shares A may, with due
observance of the limitations set in paragraph 3 of article 9, be paid out of
the respective preference share premium reserve.

3. The Board of Management shall require the authorization of the general
meeting for an acquisition for valuable consideration. This authorization
may be given for a maximum of eighteen months. At the time of granting
such authorization, the general meeting must determine how many shares or
depositary receipts thereof may be acquired and between which limits the
price must be.

4. The company may acquire its own shares or depository receipts thereof in
order to transfer them, pursuant to a regulation to that effect, to staff
employed by the company or by a group company.

5. The acquisition or alienation by the company of its own shares shall take
place pursuant to a decision of the Board of Management. Such a decision
shall be subject to the approval of the Supervisory Board and the
Priority, without prejudice to the provisions of paragraph 3. Alienation
of preference shares A shall also require the approval of the meeting of
the class of holders of preference shares concerned, which resolution
shall require a two thirds majority of the votes cast.

6. Articles 89a, 95, 98, 98a, 98b, 98c, 98d and 118, Book 2 of the Civil Code
also apply to own shares or depository receipts thereof. CHAPTER VI

Capital reduction.
Article 11.

1. The general meeting may decide to reduce the issued capital, but only at the
proposal of the Board of Management with the approval of the Supervisory Board:

a. by cancelling shares; or

b. by reducing the amount of the shares by amendment of the articles of
association.

A resolution of the general meeting to reduce the capital must designate the
shares to which the resolution relates and must include provisions for the
implementation of the resolution.

2. A resolution to cancel shares may only involve:

a. shares or depository receipts in respect thereof held by the company itself;
or

b. all preference shares A of a certain class, all preference shares B, all
priority shares, all ordinary shares A or all ordinary shares B, in all cases
with the consent of the meeting of holders of shares of the class concerned and
with repayment.

3. A resolution to cancel all preference shares A of a certain class can be
adopted under the condition precedent that:

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(i) the Board of Management, after approval of the Supervisory Board, and/or

(ii) all holders of preference shares A of the class concerned, has or have
resolved to approve the cancellation; in such case the resolution to cancel the
shares is first effective after the approval has been granted, notwithstanding
what has been provided in the law with respect to the moment such resolution
will become effective. A resolution to cancel shares as referred to in this
paragraph can only be withdrawn with the approval of the body or bodies which
should have approved the resolution to cancel the shares.

4. In case of cancellation of preference shares A of a certain class, payment
will be made of:

 a. the nominal amount of such shares;

 b. the amount as determined at the time of issue of the class of preference
shares A concerned , which may comprise:

 - distribution out of the reserves of the company of any outstanding dividend
as referred to in article 31 paragraph 2, calculated over past financial years;

 - a distribution out of the reserves of the company of the dividend as meant in
article 31 paragraph 2, calculated over the running financial year, which
dividend shall then be calculated over the period ending on the date on which
the payment shall become payable, decreased with received interimdividend if
any;

- distribution of the preference share premium reserve or part thereof, if this
has been determined upon the issue of the preference shares A of the class
concerned; and

- an amount equal to the difference of:

(i) the net present value of the dividend to be received on the preference
shares A until the first dividend revision date, as meant in article 31
paragraph 2, which should have been paid if the shares would not have been
cancelled; and

(ii) the net present value of the yield on state bonds with a duration equal to
the remaining period as from the moment of cancellation until the firstcoming
dividend revision date; or

- an amount equal to the amount of the Liquidation Preference or a percentage
thereof, which percentage may amount to a maximum of one hundred and ten per
cent (110%).

Any distribution can be made in cash or, wholly or partially, in shares in
another company.

5. In case of cancellation of preference shares B, payment will
be made of:

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a. the nominal amount of such shares

b. out of the reserves any outstanding dividend referred to article 31 paragraph
1 over past financial years; and c. a dividend as referred to in article 31
paragraph 1 over the running financial year, which dividend shall be calculated
over the period ending on the date on which payment shall become payable,
decreased with received interimdividend if any.

6. In case of cancellation of ordinary shares B shall be paid, to the extent
possible, the nominal amount of these shares increased by an amount of
ninety-nine eurocents (EUR 0.99) at the charge of the company's share
premium reserve or, provided the shareholder concerned agrees, at the
charge of another reserve of the company.

7. Partial repayment of shares or exemption from the obligation to pay calls
on shares is only possible in order to implement a decision to reduce the
amount of the shares. Such repayment or exemption shall take place:

a. with regard to all shares; or

b. with regard to either the preference shares A of a certain class,
the preference shares B, the priority shares, the ordinary shares
A or the ordinary shares B, in all cases with the consent of the
meeting of holders of shares of the class concerned.

CHAPTER VII

Transfer of shares. Limited rights.
Article 12.

1. The transfer of a registered share or the transfer of a right-in-rem
therein shall be effected by means of a deed and, except where the
company itself is a party to the transaction, acknowledgement in writing
of the transfer by the company.

Acknowledgement is effected in the deed, or by a dated declaration of
acknowledgement either on the deed or on a copy or extract thereof which
is certified by a civil law notary or by the transferor. Official service
of that deed or that copy or extract on the company shall rank as
acknowledgement.

2. A right of pledge may also be created without acknowledgement or official
service of notice to the company. In such case, article 239, Book 3 of
the Civil Code applies accordingly, on the understanding that the
communication referred to in paragraph 3 of that article, shall then be
replaced by acknowledgement by or official service on the company.

3. The acknowledgement shall be signed by a member of the Board of Management.

4. The provisions of paragraphs 1 and 3 apply accordingly to the allocation of
registered shares on the division of jointly held property.

5. The shareholder shall have voting rights in respect of a share in which the
life interest or the right of pledge is created. However, the voting rights

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shall accrue to the beneficiary of the life interest or the pledgee in the event
that it was so stipulated at the creation of the life interest or the right of
pledge. The shareholder who holds no voting rights and the beneficiary of a life
interest or pledgee who does hold voting rights shall have the rights which the
law attributes to holders of depository receipts in respect of shares in a
company which are issued with that company's cooperation. A beneficiary of a
life interest or a pledgee who holds no voting rights shall not have the rights
referred to in the preceding sentence.

 6. The rights attached to a share in
which a life interest is created, relating to the acquisition of shares shall
accrue to the shareholder. However, the shareholder shall compensate the
beneficiary of the life interest for the value thereof to the extent that the
latter is entitled thereto by virtue of his life interest.

Article 13. Transfer of priority shares.

1. A priority share can be transferred to the company.

2. Any transfer other than that to the company can only be effected with the
approval of the Board of Management and the Supervisory Board.

3. The transfer must take place within three months after the approval has
been granted. The approval shall be deemed to have been granted if the
Board of Management and the Supervisory Board, having informed the
applicant of the refusal of the request, do not simultaneously inform the
applicant of one or more prospective buyers who are prepared to purchase
the priority share(s) concerned against payment in cash. The company
itself can be designated as a prospective buyer.

4. The transfer of a priority share to the company or to another prospective
buyer as referred to in paragraph 3 shall take place against a purchase
price that equals the nominal value of the priority share.

5. If a priority share is transferred without the approval of the Board of
Management and the Supervisory Board, the rights adhered to the priority share
can not be exercised.

CHAPTER VIII
Management.

Article 14. Board of Management.

1. The management of the company shall be constituted by a Board of Management
consisting of one or more members.

2. Subject to the above minimum, the number of members of the Board of
Management shall be determined by the Supervisory Board.

3. If the Board of Management is constituted by two or more members the
Supervisory Board may designate one of the members of the Board of
Management as President and one of the members as Chief Executive
Officer. One member of the Board of Management may have both
designations.

                                       14
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Article 15. Appointment.

1. Members of the Board of Management shall be appointed by the general meeting
from a list of candidates to be drawn up by the Priority.

2. The list of candidates shall be binding provided that the list contains
the names of at least two persons. However, the general meeting may at
any time, by resolution passed with a majority of at least two-thirds of
the votes cast representing more than half of the issued capital, resolve
that such list shall not be binding.

3. If the Priority should fail to draw up a list of nominees within three
months after the vacancy has occurred the general meeting may appoint a
member of the Board of Management at its own discretion.

4. In case the Priority has drawn up a non-binding list of candidates, the
general meeting can only appoint a member of the Board of Management in
contravention of the list by resolution taken with a majority of two
thirds of the votes cast representing more than fifty percent of the
issued share capital.

Article 16. Suspension and removal.

1. Each member of the Board of Management may be suspended or removed at any
time by the general meeting.

2. A resolution to suspend or remove other than at the proposal of the Priority
may only be passed by the general meeting with a majority of at least two-thirds
of the votes cast representing more than half of the issued capital.

3. Each member of the Board of Management can, at any time, be suspended by
the Supervisory Board. The Supervisory Board may only pass a resolution
to suspend a member of the Board of Management with a majority of at
least two-thirds of the votes cast in a meeting in which at least fifty
percent of the members of the Supervisory Board is present or
represented.

Such suspension may be discontinued by the general meeting at any time.

4. Any suspension may be extended one or more times, but may not last longer
than three months in the aggregate. If at the end of that period no
decision has been taken on termination of the suspension, or on
dismissal, the suspension shall cease.

Article 17. Remuneration.

The Supervisory Board shall determine the remuneration and further conditions
of employment for each member of the Board of Management.

Article 18. Duties of the Board of Management. Decision making process.
Allocation of duties.

1. Subject to the restrictions imposed by these articles of association, the
Board of Management shall be entrusted with the management of the company.

                                       15
<PAGE>


2. The Board of Management shall draw up a set of rules governing the passing
of resolutions by the Board of Management. The rules shall require the approval
of the Supervisory Board.

3. The Board of Management may determine the duties with which each member
of the Board of Management will be charged in particular. The allocation
of duties shall require the approval of the Supervisory Board.

4. The Board of Management may appoint Officers and allocate certain of its
duties to such Officers. Such allocation shall not effect the ultimate
responsibility of the Board of Management for the duties thus allocated.

Article 19. Representation.

1. The Board of Management shall be authorised to represent the company. Two
members of the Board of Management acting jointly shall also be
authorized to represent the company. The Board of Management may grant to
one or more of its members a power of attorney to represent the company
alone with due observance of the restrictions of the power of attorney.

2. In the event of a conflict of interest between the company and a member
of the Board of Management, the company shall be represented by such
member of the Board of Management or of the Supervisory Board as the
Supervisory Board shall designate for this purpose.

Article 20. Approval of decisions of the Board of Management.

1. Without prejudice to any other appropriate provision of these articles of
association, the Board of Management shall require approval of the Supervisory
Board for managerial decisions with relation to: a. direct or indirect
participation in the capital of another company as well changing the percentage
of the participation;

b. acquiring or alienating fixed assets the value of which exceeds an amount
determined by the Supervisory Board;

c. providing guarantees for an amount exceeding an amount determined by the
Supervisory Board;

d. performing legal acts implying an amount exceeding an amount determined by
the Supervisory Board, on the understanding that more than one act with respect
to a same transaction will be deemed to be one act;

e. other acts of the Board of Management as determined by the Supervisory Board
and communicated to the Board of Management in writing.

2. The Priority is entitled, after consultation of the Supervisory Board, to
require resolutions of the Board of Management to be subject to its
approval. Such resolutions shall be clearly specified and notified to the
Board of Management in writing.

                                       16
<PAGE>


3. Without prejudice to any other appropriate provision of these articles of
association, the Board of Management shall require approval of the
meeting of holders of ordinary shares B for decisions to cooperate with a
public offer for shares in the company in case the offer is either
limited to ordinary shares A or the offer is not made on equal financial
terms for the shares of both classes of ordinary shares.

4. The lack of approval of the Supervisory Board, the Priority or the
meeting of holders of ordinary shares B in respect of a decision referred
to in this article does not affect the authority of the Board of
Management or its members to represent the company.

Article 21. Absence or prevention.

If a member of the Board of Management is absent or is prevented from performing
his duties, the remaining members or member of the Board of Management shall be
temporarily entrusted with the entire management of the company. If all members
or the sole member of the Board of Management are absent or are prevented from
performing their duties, the management of the company shall be temporarily
entrusted to the Supervisory Board which shall then be authorised to entrust the
management temporarily to one or more persons, whether or not from among its
members.

CHAPTER IX

Supervisory Board.
Article 22. Number of members.

1. The company shall have a Supervisory Board. The Supervisory Board can consist
of individuals only. The Supervisory Board shall consist of at least three
Supervisory Directors.

2. Subject to the above minimum, the number of Supervisory Directors shall be
determined by the Supervisory Board.

3. If there are fewer than three Supervisory Directors in office, the
Supervisory Board shall be competent, but shall proceed without delay to
make up the number or numbers.

Article 23. Appointment.

1. The Supervisory Directors shall be appointed by the general meeting from a
list of candidates to be drawn up by the Priority.

2. The provisions of paragraphs 2, 3 and 4 of article 15 shall apply
accordingly to the appointment of Supervisory Directors. In contravention
of the provisions of paragraphs 1 and 2, one Supervisory Director may be
appointed by Philips Electronics N.V.

3. When a person is proposed for appointment as a Supervisory Director,
particulars shall be stated in respect of his age, his profession, the
nominal amount of shares in the capital of the company he holds and his
present and past functions, in so far as such functions are of interest
in connection with the performance of the duties of a Supervisory
Director. Legal entities of which he is already a supervisory Director

                                       17
<PAGE>


shall also be mentioned; if there are companies among them which belong
to the same group, it shall be sufficient to name that group. The reason
for the proposal shall be stated.

Article 24. Suspension and removal. Retirement.

1. Each Supervisory Director may be suspended or removed by the general meeting
at any time.

2. The provisions of paragraphs 2 and 4 of article 16 shall also be applicable
to the suspension and removal of Supervisory Directors.

In contravention of the provisions of paragraphs 1 and 2, a Supervisory
Director appointed by Philips Electronics N.V. may only be suspended and
removed by Philips Electronics N.V.

3. The Supervisory Directors, other than a Supervisory Director appointed by
Philips Electronics N.V., shall retire periodically in accordance with a
rotation plan to be drawn up by the Supervisory Board. Each resigning
Supervisory Director may be re-appointed as long as he has not reached the age
limit. Article 25. Remuneration.

The general meeting shall determine the remuneration for every member of the
supervisory Board. Article 26. Duties and powers.

1. It shall be the duty of the Supervisory Board to supervise the Board of
Management's management and the general course of affairs in the company and in
the business connected with it. It shall advise the Board of Management. In
performing their duties the Supervisory Directors shall act in accordance with
the interests of the company and of the business connected with it.

2. The Board of Management shall promptly supply the Supervisory Board with the
information required for the performance of its duties.

3. The Supervisory Board shall have access to the buildings and premises of
the company and shall be authorised to inspect the books and records of
the company. The Supervisory Board may designate one or more persons from
among its members or an expert to exercise these powers. The Supervisory
Board may be assisted by experts in other cases also.

4. The Supervisory Board may appoint from amongst its members a delegate
Supervisory Director who will especially be charged with the day-to-day
contact with and supervision on the Board of Management in all matters
related to the company.

The Supervisory Board may also delegate, under its own responsibility,
certain of its powers to the delegate Supervisory Director. The
Supervisory Board may as well appoint one or more vice delegate
Supervisory Directors for the purpose of substituting the delegate
Supervisory Director in case of his absence or incapability to act.

                                       18
<PAGE>

The Board of Management shall contact and consult to the extent possible the
delegate Supervisory Director in all important matters.

Article 27. Proceedings and decision making process.

1. The Supervisory Board shall elect a Chairman from amongst its members,
and a Vice Chairman who shall take the place of the Chairman in the
latter's absence. It shall appoint a secretary, who need not be a member
of the Supervisory Board, and make arrangements for substitution in case
of absence.

2. In the absence of the Chairman and the Vice Chairman at a meeting, the
meeting shall itself designate a Chairman.

3. The Supervisory Board shall meet whenever the Chairman, or two other
Supervisory Directors, or the Board of Management deems such necessary.

4. The secretary shall keep minutes of the proceedings at meetings of the
Supervisory Board. The minutes shall be adopted in the same meeting or in
a following meeting of the Supervisory Board and shall be signed by the
Chairman and the secretary as evidence thereof.

5. All decisions of the Supervisory Board shall be adopted by an absolute
majority of the votes cast unless otherwise provided for in these articles.

6. Decisions of the Supervisory Board shall only be valid if taken at a meeting
at which the majority of the Supervisory Directors are present or represented.

7. A Supervisory Director may be represented by a co-member of the
Supervisory Board authorised in writing. The expression "in writing"
shall include any message transmitted by current means of communication
and received in writing. A Supervisory Director may not act as
representative for more than one co-member.

8. The Supervisory Board may also take decisions outside a meeting, provided
the proposal concerned is submitted to all Supervisory Directors and none
of them objects to this manner of taking decisions. The secretary shall
draw up a report regarding a decision thus taken and shall attach the
replies received to the report, which shall be signed by the president
and the secretary.

9. The Supervisory Board shall meet together with the Board of Management as
often as the Supervisory Board or Board of Management deems such
necessary.

Article 28. Indemnification. Limited liability.

1. The company shall indemnify any person who is or was a Supervisory Director
or a member of the Board of Management and who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the company) by reason of the fact
that he is or was a Supervisory Director, member of the Board of Management,

                                       19
<PAGE>


Officer, employee or agent of the company, or is or was serving at the request
of the company as a supervisory director, member of the Board of Management,
officer, director, employee, trustee or agent of another company, a partnership,
joint venture, trust or other enterprise or entity, including with respect to
employee benefit plans maintained or sponsored by the company or for the benefit
of its or any of its group companies' employees or consultants against all
expenses (including attorneys' fees), judgements, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
company, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful or outside of his mandate.
The termination of any action, suit or proceeding by a judgement, order,
settlement, conviction, or upon a plea of nolo contendee or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and not in a manner which he reasonably could believe to be in or not
opposed to the best interest of the company, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was
unlawful.

2. The company shall indemnify any person who is or was a Supervisory Director
or a member of the Board of Management and who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
proceeding by or in the right of the company to procure a judgement in its
favour, by reason of the fact that he is or was a Supervisory Director, member
of the Board of Management, Officer, employee or agent of the company, or is or
was serving at the request of the company as a supervisory director, member of
the Board of Management, officer, director, employee, trustee or agent of
another company, a partnership, joint venture, trust or other enterprise or
entity, including with respect to employee benefit plans maintained or sponsored
by the company or for the benefit of its or any of its group companies'
employees or consultants against all expenses (including attorneys' fees)
judgements, fines and amounts paid in settlement, actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the company, except that no indemnification shall be made
in respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable for gross negligence or wilful misconduct in the
performance of his duty to the company, unless and only to the extent that the
court in which such action or proceeding was brought or any other court having
appropriate jurisdiction shall determine upon application that, despite the
adjudication of liability but in view of all of the circumstances of the case,
such person is fairly and reasonably entitled to indemnification against such

                                       20
<PAGE>


expenses which the court in which such action or proceeding was brought or such
other court having appropriate jurisdiction shall deem proper. 3. To the extent
that a Supervisory Director or member of the Board of Management, Officer,
employee or agent of the company has been successful on the merits or otherwise
in defense of any action, suits of proceeding, referred to in paragraphs 1 and
2, or in defense of any claim, issue or matter therein, he shall be indemnified
against all expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

4. Any indemnification by the company referred to in paragraphs 1 and 2
shall (unless ordered by a court) only be made by the Company upon a
determination that indemnification of the Supervisory Director or member
of the Board of Management is proper under the circumstances because he
had met the applicable standard of conduct set forth in paragraph 1 and 2
of this article 28. Article 27 notwithstanding such determination shall
be made:

a. by a decision of the Supervisory Board adopted by a majority of
the votes cast by Supervisory Directors who are not parties to
such action, suit or proceeding, even though such decision is
taken at a meeting at which such Supervisory Directors present or
represented are less than a majority of all the Supervisory
Directors, or;

b. if there are no Supervisory Directors who are not named as parties to such
action, suit or proceeding or if the Supervisory Directors who are not named as
parties to such action, suit or proceeding so direct, by independent legal
counsel in a written opinion; or c. by the general meeting of shareholders.

5. Expenses (including attorney's fees) incurred by a Supervisory Director
or a member of the Board of Management in defending a civil or criminal
action, suit or proceeding may be paid by the company in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of the Supervisory Director or member of the
Board of Management to repay such amount if it shall ultimately be
determined that he is not entitled to be indemnified by the company as
authorized in this article. Such expenses incurred by Officers, employees
or agents may be so paid upon such terms and conditions as the
Supervisory Board decides.

6. The indemnification provided for by this article shall not be deemed
exclusive of any other right to which a person seeking indemnification or
advancement of expenses may be entitled under the laws of the Netherlands as
from time to time amended or under any by-laws, agreement, resolution of the
general meeting of shareholders or of the disinterested members of the
Supervisory Board or otherwise, both as to actions in his official capacity and
as to actions in another capacity while holding such position, and shall

                                       21
<PAGE>


continue as to a person who has ceased to be a Supervisory Director, member of
the Board of Management, Officer, director, employee, trustee or agent and shall
also inure to the benefit of the heirs, executors, administrators and the estate
of such a person. The company may, to the extent authorized from time to time by
the Supervisory Board, grant rights to indemnification and to the advancement of
expenses to any officer, employee or agent of the company to the fullest extent
of the provisions of this article 28 with respect to the indemnification and
advancement of expenses of Supervisory Directors and members of the Board of
Management of the company.

7. The company may, to the extent authorized from time to time by the
Supervisory Board, purchase and maintain insurance on behalf of any person who
is or was a Supervisory Director, member of the Board of Management, Officer,
employee or agent of the company, or is or was serving at the request of the
company as a supervisory director, member of the Board of Management, officer,
director, employee, trustee or agent of another company, a partnership, joint
venture, trust or other enterprise, or entity, against any liability asserted
against him and incurred by him in any such capacity or arising out of his
capacity as such, whether or not the company would have the power to indemnify
him against such liability under the provisions of this article.

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

9. No person shall be personally liable to the company or its shareholders for
monetary damages for breach of fiduciary duty as a Supervisory Director or
member of the Board of Management; provided, however, that the foregoing shall
not eliminate or limit the liability of a Supervisory Director or member of the
Board of Management (1) for any breach of such individual's duty of loyalty to
the company or its shareholders, (2) for acts or omissions not in good faith or

                                       22
<PAGE>


which involve intentional misconduct or a knowing violation of law, (3) for any
transaction from which the director derived an improper personal benefit or (4)
for personal liability which is imposed by Dutch law, as from time to time
amended. No amendment, repeal or modification of this article 28 shall adversely
affect any right or protection of any person entitled to indemnification or
advancement of expenses under this article 28 prior to such amendment, repeal or
modification.

CHAPTER X
Annual accounts and annual report. Profits.

Article 29. Financial year. Annual accounts and annual report.

1. The financial year of the company shall be the calendar year.

2. Annually, the Board of Management shall draw up annual accounts and shall
deposit these at the company's office for inspection by shareholders, not
later than five months after the end of the financial year, unless under
special circumstances this term is extended by the general meeting by not
more than six months. Within this period, the Board of Management shall
also submit the annual report.

3. Within the period referred to in paragraph 2, the Board of Management
shall also submit the annual accounts and the annual report to the
Supervisory Board.

4. The Supervisory Board shall present its report on the annual accounts to the
general meeting.

5. Articles 101, 102 and 103 and Title 9, Book 2 of the Civil Code also apply to
the annual accounts and to the annual report.

Article 30. Adoption.

1. The annual accounts shall be adopted by the general meeting.

2. A discharge granted to the members of the Board of Management for their
management and to the Supervisory Directors for their supervision
thereof, relates only to the management insofar as such management is
apparent from the financial statements.

Article 31. Profits. Dividend.

1. Out of the profit - the positive balance of the profit- and loss account
- an amount of dividend shall be paid on the preference shares B of which
the percentage - to be calculated over the paid up part of the nominal
value - is equal to the average deposit rate of the European Central
Bank, decreased or increased by a discount or upcount, with a maximum of
three percent (3%), to be determined by the Board of Management under the
approval of the Supervisory Board, averaged over the number of days over
which the payment is made.

                                       23
<PAGE>



If for any financial year the distribution referred to above cannot or
cannot entirely be made because the profit does not so allow, payment of
deficit shall be made from the profit of the following financial years.

2. Subsequently on each preference share A of a certain class a dividend
will be paid the amount of which, or the way in which it will be
calculated, will be determined at the time of issue of preference shares
A of the class concerned by the corporate body authorised to issue these
shares. This resolution requires approval of the Supervisory Board. The
dividend will be calculated on the Yield Basis of the preference shares A
of the class concerned. It may also be determined at the time of issue of
preference shares A of a certain class:

- that the dividend will be changed and re-assessed at certain dates, or that
the method of calculation will be changed;

- that, in case the profit of a certain financial year is not
sufficient for distribution of the dividend on the preference
shares A of a certain class, the shortfall shall be distributed on
the account of profits in the next financial year or years to the
extent that the profit then is sufficient for such distribution;

- that, in case the profit in any financial year is not sufficient
for distribution of the preference shares A of a certain class the
shortfall, to the extent possible, shall be distributed from the
free distributable reserves of the company;

- that the dividend to be paid on a certain class of preference
shares A will be subordinated to the dividend to be paid on
preference shares A of one or more other classes;

- that the right to dividend or other distributions shall commence a number of
years after the issue of the shares.

3. Out of the remainder an amount of dividend equal to five per cent (5%) of
their nominal value shall be paid on the priority shares.

4. Subsequently, the Board of Management shall, subject to the approval of
the Supervisory Board, determine which part of the profit remaining after
application of paragraphs 1, 2 and 3 shall be allocated to the reserves.

5. Any part of the profits remaining thereafter shall be paid as a dividend on
the ordinary shares.

6. If a loss is sustained in any year, no dividend shall be distributed for that
year. No dividend may be paid in subsequent years until the loss has been
compensated by profits. The general meeting may, however, resolve on a proposal
of the Board of Management, which has received the approval of the Supervisory
Board, to compensate the loss out of the distributable part of the net assets.

7. The Board of Management, with the approval of the Supervisory Board, may
resolve to pay an interim dividend.

                                       24
<PAGE>


8. In addition, payments to shareholders are subject to articles 103, 104 and
105, Book 2 of the Civil Code. 9. All distributions on ordinary shares, either
as an (interim)dividend or otherwise, shall be made such that on each ordinary
share an equal amount or value shall be paid.

Article 32. Distribution in shares and to the debit of the reserves.

1. The general meeting may, at the proposal of the Board of Management which
has been approved by the Supervisory Board, resolve that a payment of
dividend on ordinary shares be wholly or partly paid by a distribution of
shares in the company.

2. The Board of Management, if authorised to issue the shares concerned as
provided for in article 7, may, subject to the approval of the
Supervisory Board, decide that a distribution on ordinary shares shall
not take place in cash but in ordinary shares in the company.

3. The general meeting may, at the proposal of the Board of Management which
has been approved by the Supervisory Board, resolve that distributions to
holders of ordinary shares be made out of the distributable part of the
net assets. Paragraph 1 shall accordingly apply. Distributions referred
to in this paragraph 3 shall be made only if all amounts due in
accordance with article 31 paragraphs 1, 2 and 3 are paid.

4. The Board of Management, subject to approval of the Supervisory Board,
may decide to effect payment of the amounts payable to holders of
preference shares A and preference shares B in accordance with article 31
paragraph 1 respectively paragraph 2 by such payment being charged to the
distributable part of the net assets.

5. In case of a merger of a subsidiary of the company, the Board of
Management is - provided the Board of Management, in accordance with
article 7, is authorised to issue the shares concerned - authorised to
issue shares on the account of one or more reserves of the company, which
do not have to be maintained by virtue of the law or of these articles of
association. Such resolution shall require the approval of the
Supervisory Board.

6. After approval of the Supervisory Board and approval of the meeting of
holders of the class of preference shares A concerned, the Board of
Management is authorised to repay in whole or in part, the preference
share premium reserve attached to the respective classes of shares. The
resolution of the meeting of holders of the class of preference shares
concerned shall require a two thirds majority of the votes cast.

Article 33. Date for payment.

Dividends and other distributions shall be made payable no later than fourteen
days after being decided. The making payable shall be announced in accordance
with article 43.

                                       25
<PAGE>


CHAPTER XI

General meetings of shareholders.

Article 34. Annual meeting.

1. The annual meeting shall be held annually, within six months of the end of
the financial year.

2. The agenda for such meeting shall contain, inter alia, the following matters:

a. the annual report;

b. adoption of the annual accounts;

c. discharge of the members of the Board of Management and the members of the
Supervisory Board;

d. appointments to any vacancies;

e. any other proposals put forward for discussion by the Supervisory Board or
the Board of Management, such as proposals concerning the designation of a body
competent to issue shares and to grant rights to subscribe for shares and the
authorization of the Board of Management to cause the acquisition of own shares
or depository receipts thereof by the company.

Article 35. Other meetings.

Other general meetings of shareholders shall be held as often as the Board of
Management or the Supervisory Board deems such necessary, without prejudice to
the provisions of the articles 110, 111 and 112, Book 2 of the Civil Code.

Article 36. Convocation. Agenda.

1. General meetings of shareholders shall be convened by the Supervisory Board,
the Board of Management or the Priority.

2. The convocation shall take place no later than on the fifteenth day prior to
the date of the meeting.

3. The notice of the meeting shall state the subjects to be dealt with or it
shall state that the shareholders may find details thereof at the company's
office, without prejudice to the provisions of article 44 paragraph 2 of the
articles of association and of article 99 paragraph 7, Book 2 of the Civil Code.

4. The notice of the meeting shall state the requirement for admission to the
meeting as described in article 40.

5. Convocation shall be made in the manner stated in article 43.

6. Matters not stated in the notice of the meeting may be further announced,
subject to the time limit pertaining to the convocation of meetings, in
the manner stated in article 43.

7. Unless the notice of the meeting includes the contents of all documents
which, according to the law or the articles of association, are to be
available to shareholders for inspection in connection with the meeting
to be held, these documents are to be made available free of charge to
shareholders in Amsterdam at the office of a broker admitted to the trade
on Euronext Amsterdam N.V. to be designated in the notice of the meeting
or another payment office as referred to in the Rules relating to
Securities.

                                       26
<PAGE>


8. The expression "shareholders" in this article shall include beneficiaries
of a life interest and pledgees to which the voting rights on shares
accrue.

Article 37. Place of meetings.

The general meetings of shareholders shall be held in Amsterdam, Rotterdam or
The Hague.

Article 38. Chairmanship.

1. The general meetings of shareholders shall be chaired by the Chairman of
the Supervisory Board or, in his absence, by the Vice Chairman of that
board; in the event that the latter is also absent, the Supervisory
Directors present shall elect a chairman from their midst.

The Supervisory Board may designate another person to act as chairman of a
general meeting of shareholders.

2. If the chairman has not been appointed in accordance with paragraph 1, the
meeting shall itself choose a chairman. Until that moment a member of the Board
of Management designated thereto by the Board of Management shall act as
chairman.

Article 39. Minutes.

1. Minutes shall be kept of the proceedings at every general meeting of
shareholders by a secretary to be designated by the chairman. The minutes
shall be adopted by the chairman and the secretary and shall be signed by
them as evidence thereof.

2. The Supervisory Board or the chairman may determine that notarial minutes
shall be drawn up of the proceedings of the meeting. The notarial minutes shall
be co-signed by the chairman.

Article 40. Rights at meetings. Admittance.

1. Each shareholder entitled to vote and each beneficiary of a life interest
or pledgee to whom the voting rights accrue shall be entitled to attend
the general meeting of shareholders, to address the meeting and to
exercise his voting rights. Where it concerns registered shares, the
Board of Management must be notified in writing of the intention to
attend the meeting. Such notice must be received by the Board of
Management not later than on the date mentioned in the notice of the
meeting.

2. The right to take part in the meeting in accordance with paragraph 1 may
be exercised by a proxy authorised in writing, provided that the power of
attorney has been received by the Board of Management not later than on
the date mentioned in the notice of the meeting.

3. The date mentioned in the notice of the meeting, referred to in
paragraphs 1 and 2, cannot be prior than the seventh day prior to the
date of the meeting.

4. If the voting rights on a share accrue to the beneficiary of a life
interest or to a pledgee, instead of to the shareholder, the shareholder
is also authorised to attend the general meeting of shareholders and to
address the meeting, provided that, where it concerns registered shares,
the Board of Management has been notified of the intention to attend the
meeting in accordance with paragraph 1. Paragraph 2 applies accordingly.

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5. With respect to the voting rights and/or the right to participate in meetings
the company shall on the basis of the provisions of articles 88 and 89 of Book 2
of the Civil Code also recognize as shareholder the person or entity mentioned
in a written statement of an Associated Institution as being entitled to a given
number of bearer ordinary shares belonging to its collective depository of
ordinary shares in the company provided that in the statement it is also
confirmed that the person or entity shall remain thus entitled until the close
of the meeting and the statement has been filed with the offices of the company.
In the convocation to the meeting shall be mentioned the date on which the
filing of the statement must have been effected at the latest.

This date can not be prior to the seventh day preceeding the date of the
meeting.

6. Each ordinary share B confers the right to cast one (1) vote.
Each ordinary share A, preference share A, preference share B and
priority share confers the right to cast onehundred (100) votes.

7. Each person entitled to vote or his proxy shall sign the attendance list.

8. The Supervisory Directors and the members of the Board of Management shall,
as such, have the right to advise the general meeting of shareholders.

9. The chairman shall decide whether persons other than those who shall be
admitted in accordance with the above provisions of this article shall be
admitted to the meeting.

Article 41. Votes.

1. Except where the law or the articles of association require a qualified
majority, all resolutions shall be adopted by absolute majority of the votes
cast.

2. If in an election of persons a majority is not obtained, a second free vote
shall be taken. If again a majority is not obtained, further votes shall be
taken until either one person obtains a majority or the election is between two
persons only, both of whom receive an equal number of votes. In the event of
such further elections (not including the second free vote), each election shall
be between the persons who participated in the preceding election, but with the
exclusion of the person who received the smallest number of votes in that
preceding election. If in a preceding election more than one person received the
smallest number of votes, it shall be decided by lot which of these persons
should not participate in the new election.

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If there is a tie of votes in an election between two persons, it shall
be decided by lot who is elected, without prejudice to the provision of
the following paragraph.

3. In the event of a tie of votes in an election from a binding list of
candidates, the candidate whose name appears first on the list shall be
elected.

4. If there is a tie of votes in a vote other than a vote for the election of
persons, the proposal is thus rejected.

5. All votes may be cast orally. The chairman is, however, entitled to
decide a vote by a secret ballot. If it concerns an election of persons,
also a person present at the meeting and entitled to vote can demand a
vote by a secret ballot. Voting by secret ballot shall take place by
means of secret, unsigned ballot papers.

6. Abstentions and invalid votes shall not be counted as votes.

7. Voting by acclamation shall be possible if none of the persons present and
entitled to vote objects against it.

8. The provisions of the articles 13 paragraphs 3 and 4, and 117, Book 2 of the
Civil Code also apply to the general meeting of shareholders.

Article 42. Meeting of holders of shares of one class. Right of inquiry.

1. Meetings of holders of shares of one class shall be convened by the Board
of Management, the Supervisory Board or the Priority. The meetings shall
be held as often as the Board of Management, the Supervisory Board or the
Priority deems necessary, and also whenever such is required in
accordance with the law or the articles of association.

2. With regard to these meetings, the provisions regarding the general meetings
of shareholders shall, to the extent possible, apply.

3. Resolutions of the meeting of holders of priority shares, preference shares A
of a particular class and preference shares B may also be adopted in writing
without recourse to a meeting of holders of the class of shares concerned,
provided they are adopted by unanimous votes of all shareholders entitled to
vote. The provisions of article 40 paragraph 8 shall apply accordingly. Each
holder of shares of the class concerned must procure that the Board of
Management is informed in writing of the resolutions made in accordance with
this paragraph as soon as possible. The Board of Management shall keep a record
of the resolutions thus made and shall deposit the records at the offices of the
company, together with the minutes as referred to in article 39 paragraph 1.

4. The right of inquiry as referred to in article 345, Book 2 of the Dutch
Civil Code shall also accrue to holders of such number of preference
shares A of a particular class as would have the right to convert these
shares into a nominal amount of ordinary shares of at least two hundred
and twenty-seven thousand euros (EUR 227,000.--) according to the
conversion provisions at the time a request for such a inquiry is made,
assuming that conversion would be allowed at that moment.

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CHAPTER XII
Convocations and notifications.
Article 43.

1. All announcements for the general meetings of shareholders, all
notifications concerning dividend and other payments and all other
communications to shareholders shall be effected by means of a notice in
a national daily paper and in the Official Price List, without prejudice
to the provisions of article 96a paragraph 4, Book 2 of the Civil Code.

2. The expression "shareholders" in paragraph 1 shall include the
beneficiaries of a life interest and pledgees to which the voting rights
on shares accrue.

CHAPTER XIII
Amendment of the articles of association and dissolution.

Article 44. Amendment of the articles of association. Dissolution. Merger.
Split-up.

1. A resolution of the general meeting to amend the articles of association,
to dissolve the company or to merge or split the company within the
meaning of Title 7 of Book 2 of the Civil Code, shall only be adopted on
a proposal of the Priority. A resolution to amend the articles of
association or to merge or to split the company shall also require the
approval of the meeting of holders of preference shares A of those
classes the rights of which will be adversely affected by such amendment,
merger or split. Such approval must be adopted with a majority of at
least two thirds of the votes cast.

2. When a proposal to amend the articles of association or to dissolve the
company is to be submitted to the general meeting, such must be mentioned in the
notice of the general meeting of shareholders and, if an amendment to the
articles of association is to be discussed, a copy of the proposal, setting
forth the text of the proposed amendment verbatim, shall at the same time be
deposited at the company's office and at the office of an institution associated
with Euronext Amsterdam N.V. to be designated in the notice of the meeting or
another payment office as referred to in the Rules relating to Securities for
inspection and shall be held available for shareholders as well as for
beneficiaries of a life interest and pledgees to which the voting rights on
share accrue, free of charge until the end of the meeting.

Article 45. Liquidation.

1. In the event of dissolution of the company by virtue of a resolution of
the general meeting, the Board of Management shall be charged with the
liquidation of the business of the company and the Supervisory Board with
the supervision thereof.

2. During liquidation, the provisions of these articles of association shall
remain in force as far as possible.

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3. From the balance remaining after payment of debts there shall first, as
far as possible, be transferred to the holders of preference shares B, in
proportion to the total amount of the preference shares B held by each of
them:

a. an amount equal to any dividend arrears as referred to in article 31
paragraph 1, which shall then be calculated over the period ending on the day on
which the liquidation payment shall become payable; and

b. the nominal amount paid on the preference shares B.

4. Out of the remainder shall be transferred to the holders of preference shares
A of a particular class, in proportion to the total amount of the preference
shares A of the particular class held by each of them as determined in the
resolution by which the shares were issued, which may comprise:

a. an amount equal to any dividend arrears as referred to in article 31
paragraph 2, which shall then be calculated over the period ending on the day on
which the liquidation payment shall become payable;

b. the nominal amount paid on the preference shares A as well as the premium
paid up on those shares, unless determined otherwise at the time of the issue;

c. a compensation over the paid-in capital calculated on the period as from date
of payment; and/or

d. such amount the holder of the preference shares A would be entitled to if
such shares had been converted into ordinary shares on the day of liquidation of
the company.

In the event the balance is not sufficient to make these payments, payment will
be made in proportion to the amounts paid on these shares, including premium
payments.

At the time of the issue, the order or payment on the different classes of
preference shares A can be determined, as well as the condition that preference
shares A of the class concerned shall not rank prior to the ordinary shares.

5. Out of the remainder shall be transferred to the holders of priority shares,
in proportion to the total amount of the priority shares held by each of them,
the nominal amount of these shares.

6. The balance then remaining shall be transferred to the holders of ordinary
shares in proportion to the total number of ordinary shares held by each of
them.

7. The liquidation shall otherwise be subject to the provisions of Title 1,
Book 2 of the Civil Code.

CHAPTER XIV
Final and transitional statements.

Article 46. Authority to issue shares.

The duration of the authority of the Board of Management to issue shares and to
grant rights to subscribe for shares as provided for in article 7, shall be
fixed on five years, effective as of the day this amendment of the company's

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articles of association takes effect. The authorization concerns all non-issued
shares of the authorised capital as it reads now or shall read at some point in
time. The same applies to the authorization of the Board of Management to limit
or exclude the right of pre-emption, as provided for in article 8.


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