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1 - 1 - Unofficial translation of the articles of association of Rood Testhouse International N.V., with corporate seat in Zwolle, The Netherlands, as per the15th day of August Name Seat, Definition and Object. Article The Company bears the name of: Rood Testhouse International N.V. 2. The Company has its registered seat at Zwolle. Article 2. "In writing" means for the application of the articles: put down in writing of able to be printed. Article 3. The objects of the Company are: a. to design, manufacture, import, export, distribute, deal in, test and treat electronic components, systems and subsystems, printed circuit boards ("boards") and equipment in the widest sense of the word, with the use of specific so-called testers and processing equipment (e.g. burn-in), to maintain service, refurbish, test and repair printed circuits and electronic products and to purchase, sell and manufacture specific testers, processing equipment and peripherals and electronic parts (tested untested), whether or not together with what is collectively referred to as "software" (software, testing procedures and the like); b. and further to purchase, sell, construct, reconstruct, cause the construction of, lease and put to commercial use immovable property and to borrow or lend sums of money whether or not with personal security, but only to the extent that the said activities are directly connected with the activities stated above under a.; c. to participate in or to conduct the administration or management of, to finance and to provide securities for enterprises having similar or related objects; d. to perform all acts which are connected with or may be conducive to the above, all the above in the widest sense. Capital and Shares. Article The authorised share capital amounts to three million nine hundred and forty-nine thousand Euro (EUR 3,949,000). divided into thirty-five million nine hundred thousand (35,900,000) shares with a nominal value of eleven eurocents (EUR 0,11) each In these articles of association shareholder will mean a shareholder as referred to in the Netherlands Civil Code as well as the joint owners in a collective deposit as referred to in the Act on security transactions by giro/bank in which shares in the share capital of the Company are deposited. Issue of shares Article The issue of shares not yet issued shali be effected by the Management Board pursuant to a resolution of the General Meeting of Shareholders,

2 - 2 - hereinafter referred to as: the General Meeting, unless the latter has delegated this power to the Management Board. The General Meeting may not delegate this power to any other organ than the Management Board. If the said power has been delegated to the Management Board, this board may decide to issue shares only after obtaining the prior approval of the Supervisory Board. Such delegation may not be withdrawn unless it is otherwise provided in the resolution to delegate. Such delegation and its renewal shall be made for a period not exceeding five years. A resolution delegating the power to issue shares shall also determine the number of shares that may be issued The General Meeting may pass a resolution to issue shares or to make a delegation as referred to in paragraph 1 exclusively on a proposal of the Management Board which has been approved by the Supervisory Board In the case of a resolution to issue shares or to make a delegation as referred to in paragraph 1, the full text of such resolution shall be deposited at the office of the Commercial Register within eight days The Company may not subscribe for shares to be issued. The provisions of section 95 Book 2 Netherlands Civil Code shall apply in this respect Any and each issue of shares shall be reported to the office of the Commercial Register mentioning the number and the class of the shares The provisions of the present article shall apply mutatis mutandis to the granting of rights to subscribe for shares, but shall not apply to the issue of shares to persons exercising previously acquired rights to subscribe for shares. Article A resolution to issue shares shall at the same time determine the issue price and the further terms of the issue Shares may not be issued below par, expect for the provisions of section 80 subsection 2 Book 2 Netherlands Civil Code with respect to persons who are professionally engaged in the placing of shares for their own account If with respect to an issue of shares the nominal amount of shares to be issued has been announced and it is possible to place a lower amount only, such Iower amount shall be issued only if the issue terms expressly so provide. Article On any issue of shares each shareholder shall have a pre-emptive right to take shares proportionate to the aggregate amount of his shareholding The pre-emptive right shall not apply with respect to shares issued against a non-cash contribution or as a result of a merger The pre-emptive right referred to in paragraph 1 shall not apply either to shares issued to employees of the Company or of a group company Any issue with pre-emptive rights as well as the period within which the pre-emptive rights can be exercised shall be announced in the Netherlands Government Gazette, in a national daily newspaper and in the Official List of Euronext Amsterdam N.V. of Amsterdam The period within which pre-emptive rights can be exercised shall be at least two weeks from the day of the announcement referred to in paragraph The pre-emptive right may be limited or excluded by a decision of the

3 - 3 - General Meeting. The pre- emptive right may also be limited or excluded by the Management Board if the delegation referred to in article 5 paragraph 1 has been made and the power to limit or exclude the preemptive right has been delegated to the Management Board for a fixed period not exceeding five years by a resolution of the General Meeting In a proposal to the General Meeting to limit or exclude the pre-emptive right the reasons for the proposal and for the choice of the proposed issue price must be explained in writing If less than one half of the issued capital is represented at a General Meeting which is to pass a resolution to limit or exclude the pre-emptive right or to delegate the power to limit or exclude the pre-emptive right to the Management Board, such resolution may be passed only with a majority of at least two-thirds of the votes cast The full text of any resolution to limit or exclude the pre-emptive right shall be deposited at the office of the Commercial Register within eight days of its adoption On granting rights to subscribe for shares the shareholders shall have a pre-emptive right in accordance with the provisions of this article. The provisions of paragraph 6 of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares. Shareholders shall not have a pre-emptive right to shares issued to persons exercising a previously acquired right to subscribe for shares. Article On subscription for a share the nominal value must be paid up on such share expect for the provisions of section 80 subsection 2 Book 2 Netherlands Civil Code. If the subscription price for the share is higher than the nominal value, the difference between these two amounts shall be paid up as well Shares shall be paid up in cash unless a different contribution has been agreed Subject to the approval of the Supervisory Board the Management Board shall be authorized to perform the legal acts referred to in section 94 subsection 1 Book 2 Netherlands Civil Code without the prior approval of the General Meeting If a non-cash contribution has been agreed, valuation of the contribution by economic standards must be possible. It is not permitted to contribute rights to perform work or to render services. Non-cash contributions must be made immediately after subscribing for a share. The Management Board shall prepare a description of the contribution, stating the value attributed to the contribution and the valuation methods applied. Otherwise, the provisions of sections 80b, 94b and 94c Book 2 Netherlands Civil Code shall apply. Article Subject to the approval of the Supervisory Board the Company may acquire shares in its own capital or depositary receipts issued therefore for no value or if: a. its shareholders' equity less the acquisition price is not less than the paid and called up part of its capital plus the reserves which must be maintained by law; and b. the nominal amount of the shares in its capital or the depositary receipts issued therefore which the Company acquires, holds, holds as pledgee or which are held by a subsidiary company, is not higher

4 - 4 - than one-tenth of the issued capital. For the purposes of paragraph 1.a. the amount of the shareholders' equity according to the last adopted balance sheet less the acquisition price of shares in the Company's capital becoming due by the Company and its subsidiary companies after the balance sheet date, shall be decisive. If more than six months have elapsed since the commencement of the financial year without the approval of the annual accounts, then an acquisition in accordance with this paragraph shall not be permitted An acquisition other than for no value shall be permitted only if the General Meeting has authorized the Management Board to make such acquisition. Such authorization shall be valid for no more than eighteen months. The General Meeting must specify in its authorization the number of shares which may be acquired, the manner in which they may be acquired and the limits within which the price must be set Paragraphs 1 and 2 shall not apply to shares which the Company acquires by universal succession of title The Management Board is authorized to dispose of shares which it has acquired in the Company's own capital or depositary receipts issued therefore subject to the approval of the Supervisory Board With respect to shares in the Company's own capital or depositary receipts issued therefore which the Company holds or holds as pledgee, the particulars referred to in section 378 subsections 2, 3 and 4 Book 2 Netherlands Civil code shall be stated in the Company's annual accounts. Article No votes may be cast at the General Meeting with respect to shares belonging to the Company or to a subsidiary; nor with respect to shares for which the Company or a subsidiary is holding the depositary receipts. Usufructuaries of shares belonging to the Company or a subsidiary, however, shall not be excluded from their voting rights if the usufruct had already been created before the share came to be belong to the Company or a subsidiary. The Company or a subsidiary may not vote for shares with respect to which it has a usufruct For the purpose of calculating whether a specific part of the capital is represented or whether a majority represents a specific part of the capital, the nominal amount of the shares with respect to which no votes may be cast shall be deducted from the capital The Company shall not receive any dividend nor exercise any other rights with respect to the shares and depositary receipts issued for shares referred to in this article. Article The provisions of section 89a book 2 Netherlands Civil Code shall apply to the acceptance by the Company of a pledge of its own shares or depositary receipts issued therefore Otherwise sections 98a, 98b, 98c en 98d Book 2 Netherlands Civil Code shall apply to acquisitions of own shares or depositary receipts issued therefore A transfer of registered shares shall require an instrument of transfer and also, expect where the Company itself is a party to the said legal act, service of such instrument on the Company or the written acknowledgement of the transfer by the Company in accordance with

5 - 5 - section 86c, Book 2 Netherlands Civil code The first paragraph shall apply mutatis mutandis to the assignment of registered shares on the division of any community, and also to the creation and transfer of a usufruct and to the creation of a pledge in respect of registered shares. Reduction of the capital. Article Subject to the approval of the Supervisory Board and with due observance of the provisions of section 99, book 2, Netherlands Civil Code, the General Meeting may resolve to reduce the issued capital by cancelling shares or by reducing the nominal amount of the shares by an amendment of its articles. Such resolution must designate the shares to which the resolution refers and make provision for the implementation of the resolution. Any partial repayment or release must be made pro rata to all the shares If less than one half of the issued capital is represented, the General Meeting may only adopt a resolution to reduce the issued capital with a majority of two-thirds of the votes cast. Shares. Article The shares are either bearer shares or registered shares. Shares can only be registered shares when they are deposited in a collective deposit as referred to in the Act on security transactions by giro/bank and are registered in the name of an associated institutions as referred to in the Act on security transactions by giro/bank (hereinafter: "associated institution"), respectively the "Nederlands Centraal instituut voor Giraal Effectenverkeer "(Netherlands Central Institute for security transactions by giro/bank), being the central institute in the sense of the Act on security transactions by giro/bank (hereinafter: "Necigef"). The registered shares are numbered consecutively from 1 onwards No share certificates shall be issued for registered shares. The holder(s) of registered shares shall be recorded in the appropriate register of shareholders with the note that the shares belong to a collective deposit of shares of the relevant sort at the associated institution, respectively the collective deposit of shares at Necigef All bearer shares will be embodied in one share certificate Necigef is entitled to make the bearer shares that are deposited to the collective deposit held by Necigef registered shares. Share-certificates. Article The Company will cause the share certificate referred to in article 13, paragraph 3 to be kept by Necigef for the party entitled The Company will grant a party entitled a right in respect of a share through (a) Necigef enabling the Company to register a share (have it registered) on the share certificate respectively in the Register of shareholders and (b) the party entitled designating an associated institution, which will credit him accordingly as joint owner (hereinafter: a joint owner) in the collective deposit, as referred to in the Act on security transactions by giro/bank Without prejudice to the provisions in article 32, paragraph 1 of the present articles of association, the administration of the share certificate will have been irrevocably entrusted to Necigef and Necigef will be

6 - 6 - irrevocably authorized to perform everything necessary on behalf of the party/parties entitled in respect of the shares concerned, including the acceptance and delivery and cooperation on behalf of the Company to the writing-up and the writing-off on the share certificate respectively the Register of shareholders A joint owner can not request delivery of shares. Register of shareholders. Article 15. When registered shares are registered in the name of an associated institution, respectively Necigef the Management Board shall keep a register in conformity with the applicable statutory provisions. Article 16. If registered shares belong to a community, the persons jointly entitled thereto may cause themselves to be represented vis-à-vis the Company only by a person they have jointly appointed in writing. The persons jointly entitled may also appoint more than one person. Either on making the appointment or subsequently they may provide - provided they do so unanimously - that if any person entitled to the community should so desire, such number of votes shall be cast according to his directions as corresponds with his share in the community. Convocations, notifications and communications. Article Without prejudice to article 7, paragraph 4, all convocations of or notifications to the shareholders. holders of depositary receipts or pledgees of shares or usufructuaries of shares who pursuant to article 18 are entitled to the voting right with respect to the shares encumbered with the usufruct - hereinafter to be referred to as: the other voting parties shall be made by announcements in a national daily newspaper and in the Official List of Euronext Amsterdam N.V Communications and notifications which pursuant to the law or the articles must be addressed to the General Meeting may be made by their inclusion in either the convocation to a General Meeting or a document which has been deposited for inspection at the Company's office and at a location in Amsterdam, provided that this is stated in the convening notice. Article The voting right attaching to pledged registered shares may not be granted to the pledgees of these shares. A pledgee of a registered share shall not have the rights conferred by law on the holders of depositary receipts issued for shares with the cooperation of a company The voting right with respect to shares subject to a usufruct shall be vested in the shareholder. Contrary to this provision the voting right shall be vested in the usufructuary of it has been so provided upon the creation of the usufruct A shareholder without the right to vote and a usufructuary with the right to vote shall have the rights conferred by law upon the holders of depositary receipts issued for shares with the cooperation of the Company. A usufructuary without the right to vote shall have these rights if it is not otherwise provided on the creation or transfer of the usufruct For the purposes of these articles holders of depositary receipts shall be understood to mean exclusively the holders of depositary receipts issued for shares with the cooperation of the Company and the persons having the rights of holders of depositary receipts as a result of a usufruct on a

7 - 7 - share. Management Board and Supervisory Board. Article The management of the Company is entrusted to one or more managing directors under the supervision of a Supervisory Board consisting of one or more Supervisory directors. The number of managing directors and the number of Supervisory directors shall be determined by the General Meeting Managing directors and supervisory directors shall be appointed by the General Meeting and may be suspended or removed by this meeting at any time, with due observance of the following provisions A resolution to suspend or remove one or more managing directors shall be valid only if it is adopted at a General Meeting with a majority of at least two-thirds of the votes cast, which two-thirds must represents more than one half of the issued capital. If such majority represents one half or less of the issued capital, a second meeting may be called which must be held within four weeks of the first one. At this second meeting a resolution of suspension or removal may be adopted with a majority of at least two-thirds of the votes cast regardless of the number of shares represented. The convocation to the second meeting must state that and why a resolution may be adopted regardless of the part of the capital represented at the meeting. Managing directors may also be suspended by the Supervisory Board. In such case the supervisory Board shall call a General meeting for the purpose of either confirming or cancelling the suspension. The General Meeting referred to in the preceding sentence shall be held within four weeks of the commencement of the suspension. The managing director shall be given the opportunity to answer to the meetings at which a decision is to be taken concerning his suspension or removal. He may call in the assistance of a legal adviser at such meetings. During the time that a managing director is suspended in such capacity he shall be forbidden to be in the buildings or on the grounds that are in use by the Company If a managing director has been suspended and the General Meeting has not resolved to remove him within three months of the commencement of such suspension, the suspension shall be at an end The managing directors shall receive a salary which shall be determined by the Supervisory Board together with the other terms of employment. Article 20. If the Management Board consists of more than one person, the managing directors shall divide their duties amongst themselves. All decisions of the Management Board shall be taken with an absolute majority of votes. If votes are equal, the Supervisory Board shall decide. Article The Management Board shall require the approval of the Supervisory Board for Board decisions relating to the following matters: a. the issue and acquisition of shares in the Company's own capital and debentures to the Company's debit; b. the cooperation in the issue of depositary receipts for shares or in a general cancellation of depositary receipts; c. an application for quotation of the debentures referred to under a. and the depositary receipts referred to under b. on the Official List of any stock exchange or for removal of such quotation;

8 - 8 - d. the direct or indirect collaboration with another company or corporation on a permanent basis, and also the discontinuance of such collaboration, if such collaboration or discontinuance is of major significance; e. the direct or indirect participation in the capital of another company where the value of such participation is equal to two million five hundred thousand Euro (EUR 2,500,000) or, if this amount is lower, one-fourth part of the issued capital plus the reserves of the participating company according to its balance sheet with notes thereto and also any drastic change in the amount of a participation of this kind; f. investments requiring an amount of two million five hundred thousand Euro (EUR 2,500,000); g. a proposal to amend the articles of association; h. a proposal to wind up the Company; i. filing a petition in bankruptcy and a petition for a moratorium; j. the termination of the employment of a considerable number of employees either simultaneously or in a short period of time; k. drastic changes in the working conditions of a considerable number of employees; l. a proposal to reduce the issued capital; m. casting votes in companies in which the Company is directly or indirectly holding at least one-third of the issued share capital; n. declaring payable interim dividends For the application of paragraphs 1.j. and 1.k., the term employees shall include the employees employed by legal persons in which the Company has a participating interest equal to at least one half of the issued capital The absence of the approval of the Supervisory Board prescribed in paragraph 1 shall not affect the power of representation of the Management Board. Representation. Article The Company is represented by either the Management Board or two managing directors acting jointly If the Company has a conflict of interest with a managing director, it shall be represented in the matter by the chairman of the Supervisory Board. The General Meeting is authorized to designate one or more other persons to represent the Company in such case. Prevention or vacancies. Article If one or more managing directors are prevented from attending to their duties or failing one or more managing directors, the management of the Company shall be entrusted to the remaining managing directors or the sole remaining managing director If all managing directors or the sole managing director are/is prevented from attending to their/his duties or failing all managing directors or failing the sole managing director, the management of the Company shall be temporarily entrusted to the Supervisory Board. Supervisory Board. Article Supervisory directors shall be appointed, suspended and removed in the same manner as managing directors. The provisions of article 19,

9 - 9 - paragraphs 3, 4 and 5 shall apply mutatis mutandis When a recommendation or nomination for the appointment of a supervisory director is made, the age and occupation of the candidate shall be stated and also the nominal amount of the shares in the Company's capital that he is holding and the positions he is holding or has held to the extent that these are relevant to the discharge of the duties of a supervisory director. The companies to which he is attached as a supervisory director shall also be stated. If the latter include companies belonging to one and the same group, stating the name of this group will suffice. Recommendations and nominations must state the reasons on which they are based Persons employed by the Company or persons who have reached the age of seventy-two cannot be appointed as supervisory directors. A supervisory director shall resign no later than on the day on which the annual General Meeting is held in the financial year in which he reaches the age of seventy-two The General Meeting may allow supervisory directors or one or more of the supervisory directors a fixed remuneration and/or a remuneration related to the profit of the Company The Supervisory board is charged with the supervision of the management conducted by the Company's Management Board and of the general conduct of affairs in the Company and the enterprise associated with it. The Supervisory Board shall give advisory support to the Management Board. In performing their duties the supervisory directors shall be guided by the interest of the Company and the enterprise associated with it. Besides, the Supervisory Board is charged with the further duties assigned to it by the present articles and by law A member of the Supervisory Board who is authorized by the said Board for such purpose shall at all times have right of access to all buildings and localities that are in use by the Company and also the right to inspect all books and documents of the Company as well as the right to check the assets and liabilities, rights and obligations of the Company. For this purpose the supervisory director in question may call in the assistance of an expert, at the Company's expense The Supervisory Board shall appoint one of their members to be chairman. Moreover, the General Meeting is authorized to appoint one member of this Board as delegate supervisory director; a member so appointed shall be charged more specifically with holding regular consultations with the Management Board about the conduct of affairs in the Company The Supervisory Board shall meet whenever the chairman or on or more members so desire, whenever the Management Board request a meeting and whenever a meeting is required pursuant to the provisions of these articles The Supervisory Board shall take its decisions by an absolute majority of the votes validly cast. Each member shall cast one vote Each member of the Supervisory Board may cause himself to be represented by al fellow member The Supervisory Board may also take decisions outside a meeting, provided that all members of the Board have been consulted, that none of them has objected to this manner of taking decisions and that at least the absolute majority of the total number of members of the Board in

10 office has stated to be in favour of the decision to be taken. Accountant. Article the Company shall instruct a registered accountant or another expert who is qualified pursuant to the law to examine whether the annual accounts prepared by the Management Board satisfy the requirements set by and pursuant to the law, whether as far as he can judge the annual report has been prepared in accordance with the requirements set by and pursuant to the law and is consistent with the annual accounts and whether the additional information required by law have been added thereto The General Meeting is empowered to give such instructions to the expert. If no expert is instructed by the General Meeting, the Supervisory Board shall be empowered to do so or, if the Supervisory Board fails to do so, the Management Board The appointment of the expert shall not be restricted to any limited list of candidates. The instructions may be withdrawn at any time by the General Meeting and by the organ which gave the instructions. Instructions given by the Management Board may also be withdrawn by the Supervisory Board The General Meeting shall hear the expert if he so requests in respect of the withdrawal of his instructions or of an intention to do so which has been made known to him The expert shall report to the Supervisory Board and to the Management Board. Financial year, annual report and annual accounts. Article The financial year of the Company is concurrent with the calendar year. Every year the books of the Company shall be closed per the end of the financial year Annually within five months after the end of the financial year, save were this period is extended by the General Meeting on account of special circumstances, the annual accounts shall be prepared by the Management Board and presented to the General Meeting. The annual accounts shall be signed by all managing directors and supervisory directors. If any signature is missing, the reason therefore shall be stated Together with the presentation of the annual accounts to the General Meeting the Management Board shall present a written report on the affairs of the Company and on the Management conducted by the Board. This annual shall be kept separate from the notes to the balance sheet and the profit and loss account The annual accounts as prepared by the Management Board, the annual report and the further information to be added thereto pursuant to statutory provisions shall be available for inspection by shareholders and holders of depositary receipts for shares at the Company's office and at a location in Amsterdam to be chosen by the Management Board from the day of the notice convening the General Meeting at which they are to be dealt with. On request the Company shall provide the said persons with copies free of charge. Besides, insofar as the documents must be published after adoption they shall be available for inspection by any third party, who may obtain a copy thereof at no more than cost until the

11 documents have been deposited at the office of the Commercial Register Without prejudice to the further statutory provisions relating thereto, the annual accounts, the annual report and the further information to be published pursuant to statutory provisions shall be deposited at the office of the Commercial Register within eight days after the adoption on the annual accounts. Profit appropriation. Article The Company may pay dividends and make other distributions only to the extent that its shareholders' equity exceeds the amount of the paid and called up part of the capital plus the reserves which must be maintained under the law and the articles Subject to the prior approval of the Supervisory Board the Management Board is authorized to add any profit in whole or in part to the reserves Any profit remaining after the reservation referred to in the preceding paragraph shall be at the disposal of the General Meeting To the extent that the General Meeting does not resolve to distribute the profit for any financial year, such profit shall be added to the reserves With due observance of the provision of paragraph 1 distributions to the debit of the reserves otherwise than distributions in the form of shares or depositary receipts for shares in accordance with paragraph 7 of this article, may be made pursuant to a resolution of the General Meeting adopted on a proposal made by the Management Board with the prior approval of the Supervisory Board Subject to the approval of the Supervisory Board the Management Board may decide to pay an interim dividend as an advance payment of the dividend expected for the financial year in question, if the requirement of paragraph 1 of this article is met and if this is evidenced by an interim statement of assets and liabilities as referred to in section 105 subsection 4 Book 2 Netherlands Civil Code. This interim statement of assets and liabilities shall be deposited at the office of the Commercial Register within eight days after the day on which the resolution to distribute is published. The provision of paragraph 8 of this article shall apply mutatis mutandis to the payment of interim dividends Without prejudice to article 5 of these articles and pursuant to a proposal of the Management Board that has been approved by the Supervisory Board, the General Meeting may resolve to distribute profit - or reserves distributable as stock dividend - in the form of shares in the Company or depositary receipts issued for such shares Distributions of profit shall be payable within one month after their declaration by the General Meeting and for this purpose an announcement shall be published in at least one national daily newspaper, and also in the Official List of Euronext Amsterdam N.V Distributions of profit which have not been collected after the lapse of five years from the day on which they were made payable shall accrue to the Company. General Meetings. Article All General Meetings shall be held at Amsterdam, The Hague, Rotterdam, Utrecht, Haarlemmermeer (Airport Schiphol), Zwolle or Harderwijk.

12 The annual meeting shall be held within six months after the end of the financial year save where this period is extended by a maximum of six months by the General Meeting on account of special circumstances. Besides, General Meetings shall be held whenever this is necessary for the performance of the tasks imposed by law or the articles and whenever the Management Board or the Supervisory Board thinks it desirable, without prejudice to the statutory provisions concerning the convening of the General Meeting under the authority of the court. Convocations, agenda. Article General Meetings shall be convened by the Supervisory Board or the Management Board A convening notice shall be given no later than on the fifteenth day prior to the day of the meeting A notice convening a meeting shall state the subjects to be considered or it shall state the shareholders may take note of the same at the office of the Company by inspecting the agenda, without prejudice to article 34 of these articles and section 99 subsection 7 Book 2 Netherlands Civil Code. The agenda for the annual General Meeting shall in any case include for the following items: a. the consideration of the written annual report by the Management Board concerning the Company's affairs and the management as conducted; b. the adoption of the annual accounts and the allocation of profits; c. discharge to the managing directors for their management and to the supervisory directors for their supervision. The agenda shall be available to the shareholders free of charge at the office of the Company and at Amsterdam at a location to be stated in the convening notice The convening notice shall state the requirements for admission to the meeting as specified in article 32. Chairmanship. Article The General meetings shall be presided over by the chairman of the Supervisory Board or if he is absent or fails to perform his duties, by another member of the Supervisory Board who is designated for this purpose by the members of the said Board who are present at the meeting. The supervisory Board may, however, also designate another person who shall preside over the meeting If all the members of the supervisory Board are absent or fail to perform their duties and if the Supervisory Board has not designated another person as chairman either, the meeting shall itself provide for the chairmanship. As long as such provision has not been made a member of the Management Board who has been designated for such purpose by the members of the Management Board who are present at the meeting shall temporarily take the chair All questions relating to the admission to the General meeting, to the exercise of the voting right and the result of the votes, and also all other questions connected with the procedure at the meeting shall be decided by the chairman of the meeting in question, without prejudice to section 13 subsection 3 Book 2 Netherlands Civil Code. The chairman of a meeting shall have authority to admit persons other than shareholders,

13 holders of depositary receipts and other voting parties and their representatives to the General Meeting in question. Minutes. Article Minutes shall be kept of the proceedings at the General Meeting by a secretary designated by the chairman - unless a notarial report is drawn up of the meeting - which minutes shall be confirmed by the chairman and the secretary and signed by them in evidence thereof If a notarial report is drawn up of the meeting, it will suffice if it is cosigned by the chairman. Attendance of General Meetings. Article As regards the voting right and/or meeting right the Company shall, accordingly applying the provisions of sections 88 en 89, Book 2, Netherlands Civil Code, deem as shareholder the one named in a written declaration from an associated institution signifying that the number of shares cited in that declaration belong to its collective deposit and that the person cited in the declaration is joint owner of the mentioned number of shares in its collective deposit. The holder of a right derived from a share shall in such case have included in the declaration of the respective associated institution that the person cited in the declaration shall remain joint owner of said shares in the collective deposit of the associated institution until after the General Meeting. The provisions of the last sentence do equally apply to the person having a right of usufruct or a right of pledge regarding one or several bearer shares. The declaration of the associated institution has to be deposited not later than the fifth day before the day of the meeting. The convocation for the meeting has to state the last day on which the deposit of the associated institution can take place A person with voting and/or meeting rights who wants to be represented at the General Meeting by a written proxy is obligated to submit the proxy for the meeting to the office of the Company within the period stated in paragraph Each person having the right to vote or his proxy must sign the attendance list Each share confers the right to cast one vote The members of the Supervisory Board and the members of the Management Board shall have an advisory vote at General Meetings in that capacity The chairman shall decide on the admission of persons other than those mentioned above in this article. Adoption of resolutions. Article All resolutions shall be adopted with an absolute majority of the votes unless a greater majority is required by law or these articles If there is a tie in voting the proposal shall be considered rejected Votes on persons shall be taken by unsigned ballots. All other votes shall be taken orally. Voting by acclamation is permitted if none of the attending persons entitled to vote objects thereto. Blank votes and votes cast on signed ballots shall be invalid The ruling pronounced by the chairman at a meeting that a resolution has been passed by such meeting shall be decisive. The same shall

14 apply to the contents of a resolution adopted, insofar as the vote concerned a proposal not made in writing. If, however, immediately after such ruling has been pronounced its correctness is contested, another vote shall be taken if the majority of the persons present who have voting rights so desires or, of the original vote was note taken per capita or by ballot, if anyone present who has the right to vote so desires. Such new vote shall cause the legal consequences of the original vote to lapse. Amendment of the articles and winding up. Article A resolution to amend the articles, to merge or to wind up the Company may be adopted exclusively by the General Meeting If a proposal to amend the articles of association, to merge or to wind up the company is to be submitted to a General Meeting, this must always be stated in the notice convening the meeting and, in the case of an amendment of the articles or a merger, copies of the proposal containing the proposed amendment verbatim must at the same time be deposited at the company's office for inspection by the shareholders and the holders of depositary receipts issued for shares with the cooperation of the Company and copies must be available to the same without cost, until the end of the meeting. Liquidation. Article If the Company is wound up the Management Board shall be charged with the liquidation of the affaire of the company and the Supervisory Board with supervising the liquidation, without prejudice to section 23 subsection 2 Book 2 Netherlands Civil Code During liquidation the provisions of the articles shall remain in force as far as possible Any balance remaining of the capital of the liquidated Company after payment of the creditors shall be appropriated to pay the amount paid up on each share Any further balance left after liquidation shall be distributed to the shareholders pro rata to their shareholdings. Transitional provision. Article The holder of a certificate of one or more bearer shares which was issued before the amendment of the articles of association of the Company, which amendment was resolved upon by the General Meeting held on the nineteenth day of April two thousand and one, can not exercise the rights attached to said shares before the share certificate is submitted to an associated institution in order to acquire a right as mentioned in article 14 with respect to the same number of shares for which the submitted share certificate was issued for, through (a) the associated institution (i) crediting the party entitled accordingly as joint owner in its collective deposit and (i i) submitting the accepted share to Necigef and (b) Necigef enabling the Company (i) to register said shares (have them registered) on the share certificate referred to in article 13 paragraph 3 and (i i) to destroy the share certificate which was accepted by Necigef The holder of registered shares which are issued before the amendment of the articles of association of the Company, which amendment was

15 resolved upon by the General Meeting held on the nineteenth day of April two thousand and one, can not exercise the rights attached to said shares before (a) the person entitled has transferred such shares by deed to an associated institution. (b) the Company has acknowledged the transfer and (c) the relevant associated institution credits the person entitled accordingly as jointed owner in its collective deposit The costs with respect to the conversion referred to above will be for the account of the Company.