Name and Registered Office and Rules Applicable to Two-tier Entities. Article 1. ABN AMRO Group N.V. Object. Article 2.

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1 Unofficial translation of the articles of association of: ABN AMRO Group N.V., as they read after the execution of the deed of partial amendment of these articles of association before a deputy of Dirk-Jan J. Smit, civil law notary in Amsterdam, the Netherlands, on 31 December Name and Registered Office and Rules Applicable to Two-tier Entities. Article The Company shall bear the name: ABN AMRO Group N.V. It has its registered office in Amsterdam, the Netherlands. 1.2 The Sections 2:158 up to and including 2:161a and 2:164 Dutch Civil Code shall be applicable to the Company. Object. Article 2. The object of the Company is engaging in banking activities, participating in, managing, financing and furnishing personal or collateral security for the obligations of and rendering services to other companies and institutions of whatever nature, but in particular companies and institutions active in the field of the credit system, the insurance sector, investments and/or other financial services and the performance of all other acts and activities which are related or may be conducive thereto. Capital and Shares. Article The Company s authorised share capital amounts to three billion sevenhundred fifty-one million euros (EUR 3,751,000,000). It is divided into: (a) three billion and seven hundred and fifty million (3,750,000,000) ordinary shares; and (b) one hundred million (100,000,000) Class B ordinary shares. The ordinary shares have a nominal value of one euro (EUR 1) each. The Class B ordinary shares have a nominal value of one euro cent (EUR 0.01) each. 3.2 Where the Articles of Association refer to shares and shareholders, unless the contrary is apparent, these shall include both the classes of shares referred to in Article 3.1, as well as the holders thereof. Shares. Article The shares shall be registered shares. 4.2 Where more than one party is entitled to a share or if the share forms part of jointly owned property, the persons entitled may only be represented in relation to the Company by one person, appointed by them in writing for that purpose. Registers.

2 Article The Management Board shall maintain a register of the holders of shares, in which such entries and annotations shall be made, from which such extracts shall be issued and which shall be available for inspection in such a manner and by such parties as prescribed by law. 5.2 Each shareholder, or usufructuary or pledgee in relation to such shares shall be obliged to notify the Management Board in writing of his address and any change of address. 5.3 All entries and annotations made in the registers shall be signed by two members of the Management Board or by one member of the Management Board and one officer expressly authorised thereto by this Board, or by two officers authorised thereto. 5.4 The registers referred to in this Article may consist of more than one part; they may be maintained, either in whole or in part, in more than one copy and in more than one place. At least one copy of these registers shall at all times be kept at the offices of the Company in the place where it has its registered office, and shall be available for inspection as required by law. Article 6. Neither the Company nor any of its Subsidiaries may grant loans, provide security, guarantee the price, provide any other guarantee, or assume liability, jointly and severally or otherwise, with or for others, with a view to the subscription or acquisition by others of shares in the Company. The Company and its Subsidiaries may grant loans with a view to the subscription or acquisition by others of shares in the Company, but only to the extent permitted under Section 2:98c Dutch Civil Code. Transfer of Shares. Establishment Right of Usufruct and Right of Pledge. Article The transfer of a share shall require a notarial deed, to be executed for that purpose before a civil-law notary registered in the Netherlands, to which deed those involved in the transfer shall be parties. Unless the Company itself is party to the legally-binding transaction, the rights attributable to the share can only be exercised after the Company has acknowledged said legally-binding transaction or said deed has been served upon it in accordance with the relevant statutory provisions. 7.2 The provisions of the preceding paragraph shall apply by analogy to the establishment and transfer of the right of usufruct or pledge and to the allotment of registered shares in case of a division of any community. Issue of Shares Article The issue of shares shall be effected by a resolution to that effect passed by the General Meeting of Shareholders. The Management Board, with the approval of the Supervisory Board, can submit a proposal to this end. With due observance of the relevant statutory provisions, the General Meeting of Shareholders shall be

3 authorised to appoint the Management Board as the body which is authorised, subject to the approval of the Supervisory Board, to issue shares, in which case the Managing Board shall also be authorised to determine the share price and further terms of issue. 8.2 The above provisions with respect to the issue of shares shall also apply to the granting of rights to subscribe for shares; they shall not, however, apply to the issue of shares to a party exercising a previously obtained right to subscribe for shares. Pre-emptive Right. Article When ordinary shares and Class B ordinary shares are issued, each holder of ordinary shares and Class B ordinary shares shall have a pre-emptive right in proportion to the aggregate amount of his ordinary shares and Class B ordinary shares, except in the case of an issue of shares for a consideration other than in cash or an issue of shares to employees of the Company or of a group company. 9.2 The body authorised to issue shares may, with due observance of the statutory provisions, restrict or exclude the pre-emptive right for any issue. If the Management Board has been appointed as the body authorised to issue shares, the prior approval of the Supervisory Board shall be required for a decision to that effect. 9.3 Shareholders shall have no pre-emptive rights with respect to shares issued to a party exercising a previously obtained right to subscribe for shares. Payment on Shares. Article Shares shall only be issued against payment in full Payment shall be made in cash unless a non-cash contribution has been agreed. Payment may only be made other than in a euro-based currency with the Company s consent. Legally-binding Transactions Resulting in a Commitment for the Company. Article 11. The Management Board shall be authorised, without the prior approval of the General Meeting of Shareholders but subject to the approval of the Supervisory Board, to perform legally-binding transactions: (a) in relation to the acquisition of shares whereby special commitments are imposed upon the Company; (b) in connection with the acquisition of shares on conditions other than those on which a shareholding in the Company is made available to the public; (c) concerning payment for shares other than in cash. Acquisition by the Company of Shares in its Own Capital. Article The Company may acquire fully paid-up shares or depositary receipts for shares in its own capital for a consideration if and insofar as the General Meeting of Shareholders has authorised the Management Board thereto, with due observance

4 of the provisions of Section 2:98 Dutch Civil Code and any other statutory provisions This authorisation shall not be required for the acquisition by the Company of shares in its own capital for the purpose of transferring these shares to employees in the service of the Company or of a group company under a scheme which applies to these employees. Capital Reduction. Article The General Meeting of Shareholders may decide with due observance of the provisions of Section 2:99 Dutch Civil Code, to reduce the issued capital by cancellation of shares or by reduction of the amount of the shares by amendment of the Articles of Association. The Management Board, with the approval of the Supervisory Board, can submit a proposal to this end A resolution to cancel shares can only refer to shares held by the Company itself and Class B ordinary shares Reduction of the amount of shares without repayment of capital and without exemption of the obligation to pay up must take place in proportion to all shares of the same class. Article The Company shall not cooperate in the issue of depositary receipts for shares Where reference is made in these Articles of Association to "depositary receipt holders", these shall be understood to mean all those who have the same rights as holders of depositary receipts for shares issued with the cooperation of the Company. Usufruct and Pledge. Article A right of usufruct may be established on shares in the Company's capital. The voting rights shall be vested in the usufructuary provided this was determined when the usufruct was established and the General Meeting of Shareholders has approved that the voting rights shall be vested in the usufructuary A right of pledge may also be established on ordinary shares in the Company's capital. The voting rights shall be vested in the pledgee provided this was determined when the pledge was established and the General Meeting of Shareholders has approved that the voting rights shall be vested in the pledgee Shareholders not having voting rights and usufructuaries and pledgees having voting rights shall have the rights as assigned by law to holders of depositary receipts issued with the cooperation of the Company. Usufructuaries or pledgees not having voting rights shall not have the aforementioned rights. Share Transfer Restrictions. Article 16.

5 16.1 The holder of the majority of the issued capital of the Company is free to transfer one or more of his shares. The transfer of Class B ordinary shares may also freely take place Any (other) transfer of ordinary shares can only take place after prior approval of the meeting of holders of ordinary shares (the Ordinary Meeting). The shareholder in question (the Requester) shall make the request for approval by means of a notification to the Management Board, stating the number of shares he wishes to transfer and the person or persons to whom he wishes to transfer those shares and the price against which he wishes to transfer the shares. The Management Board is obliged to convene an Ordinary Meeting to discuss the request for approval within six weeks after having received such request. The convocation notice shall state the contents of the request If: (a) (b) no resolution on the request for approval has been adopted by the Ordinary Meeting within six weeks after the Management Board has received the request; or the requested approval has been refused without the Ordinary Meeting having stated simultaneously with the refusal to the Requester that one or more persons are willing to purchase all shares to which the request for approval pertains against cash payment (the Prospective Purchasers), the requested approval shall be deemed to have been given; in the case referred to under (a) on the last day of period of six weeks referred to under (a). The Company shall only be able to act as a Prospective Purchaser with the approval of the Requester The price against which the shares to which the request for approval pertains can be purchased by the Prospective Purchasers, shall be set by the Requester and the Prospective Purchasers in mutual consultation or by one or more experts to be appointed by them. If they fail to reach agreement on the price or the expert(s), the price shall be set by one or more independent experts to be appointed, at the request of one or more of the parties involved, by the chairman of the Chamber of Commerce in Amsterdam. If an expert has been appointed, he shall be entitled to inspect all books and records of the Company and to obtain all information useful in setting a price In deviation of the above provisions on setting a price, the Requester can determine that the price against which the shares to which the request for approval refers can be purchased by the Prospective Purchasers is equal to the price against which the person stated in the notification referred to above in Article 16.2 is willing to purchase the shares, provided this person is not a group company (as referred to in Section 2:24b Dutch Civil Code) of the Requester (this person hereinafter: the Independent Third Party) and the price is an arms-length price. In this case the Requester shall have the notification pursuant to Article 16.2 be accompanied by a statement in which the Independent Third Party states to be willing to purchase the shares to which the request for approval pertains, against the price stated. The notification of the price shall contain all elements of the

6 consideration, the value of which shall be expressed in euros, which the Independent Third Party is willing to pay for the shares to which the request for approval pertains Within one month after they have taken cognisance of the price set, the Prospective Purchasers shall inform the Management Board of the number of shares to which the request for approval pertains that they wish to purchase; a Prospective Purchaser from whom this statement has not been received within the above period, shall no longer be considered as a Prospective Purchaser. After the statement as referred to in the previous sentence a Prospective Purchaser can only withdraw with the approval of the other Prospective Purchasers The Requester is entitled to withdraw until one month after the day on which he has taken cognisance of to which Prospective Purchaser or Prospective Purchasers he can sell all shares to which the request for approval pertains and against what price If a General Meeting grants the requested approval or if it is established that not all shares to which the request for approval pertains shall be purchased against cash payment by one or more Prospective Purchasers, the Requester shall be entitled until three months afterwards to freely transfer the shares in question, and not only part of them, to the person or persons stated in this context in the request for approval, however not against a lower price than stated by the Requester or the price set by experts, respectively All notifications and statements pursuant to this Article 16 shall be in writing. Every time the Management Board receives such a notification or statement, it shall send without delay a copy to the Requester, all Prospective Purchasers (with the exception of the sender) and, insofar as the Ordinary Meeting is still to adopt a resolution, all shareholders The costs involved in the appointment of experts and their activities shall be borne by : (a) (b) the Requester, if he withdraws; the Requester for half and the purchasers of the shares in question for the other half, if the shares have been purchased by one or more Prospective Purchasers, with the proviso that each purchaser shall contribute in the costs in proportion to the number of shares purchased by him; (c) the Company in cases not covered by (a) or (b) In the event of (i) a transfer of shares as a result of a legal merger or demerger; or (ii) the acquisition by a person of control (as defined in Article 16.13) of a legal entity shareholder, except if immediately before the acquisition of the control this person was already a group company (as referred to in Section 2:24b Dutch Civil Code) of the legal entity shareholder in question, this shareholder, or his legal successors, shall require the approval of the Ordinary Meeting in order to be allowed to retain the shares in question. The provisions of Article 16 above are applicable by analogy, insofar as Article does not provide otherwise The request for approval has to be made within three months after the event in question taking place and cannot be withdrawn. If the Ordinary Meeting has not

7 timely designated one or more Prospective Purchasers or if it is established that not all shares to which the request for approval pertains shall be purchased against cash payment by one or more Prospective Purchasers, then the Requester, or his legal successors, may retain the shares in question. If the request has not been made within the above period, the Company shall be irrevocably authorised to make this request and, if all shares to which this request for approval pertains, are purchased, to transfer these shares to the Prospective Purchaser or Prospective Purchasers designated by the Ordinary meeting. In that case the purchase price is paid out by the Company to the entitled party, after deduction of the costs that are for his account For the purposes of Article control over a legal entity shareholder means: (i) that a person, including persons with whom such a person trades under a mutual cooperation arrangement, directly or indirectly, holds the majority (ii) of the shares in the capital of the legal entity shareholder in question; or that a person, including persons with whom such a person trades under a mutual cooperation arrangement, directly or indirectly, by means of shareholdership, having voting rights, an agreement or otherwise, has the power to appoint or dismiss the majority of the managing directors, supervisory directors or members of another administrative body of the legal entity shareholder in question, or in any other way exercise can control over the management and the policy of that legal entity shareholder. Management. Article The Company shall be managed by a Management Board The Management Board shall consist of at least two members. With due observance of the above provisions, the Supervisory Board shall determine the number of members of the Management Board The Management Board shall determine the allocation of its duties in mutual consultation A resolution of the Management Board shall always be evidenced by a document setting forth such resolution and be signed by the chairman or the secretary of the Management Board, or a deputy of the chairman or the secretary of the Management Board. Appointment. Article The Members of the Management Board shall be appointed by the General Meeting of Shareholders, at all times from the candidates nominated by the Supervisory Board. Only persons regarding whom De Nederlandsche Bank N.V., before the convocation of the General Meeting of Shareholders in which the appointment of members of the Management Board is discussed, has declared that they meet the requirements in the banking licence as described in the Financial Supervision Act, shall be eligible for appointment.

8 The Supervisory Board shall nominate one or more candidates for each vacant seat and, if not at least two Management Board members are in office, it will do so as soon as reasonably possible If a candidate nominated by the Supervisory Board is not appointed, the Supervisory Board shall in a subsequent meeting nominate a new person. The General Meeting of Shareholders can only reject a nomination if there are serious reasons relating to the person of the Management Board member which are not related to the commercial policy of the Company At a General Meeting of Shareholders, votes in respect of the appointment of a Management Board member can only be cast for candidates named in the agenda of the meeting or the explanatory notes thereto, unless the resolution is adopted unanimously during a meeting at which the entire issued share capital is represented A nomination or recommendation to appoint a Management Board member shall state the candidate's age and the positions he holds or has held, insofar as these are relevant for the performance of the duties of a Management Board member. The nomination or recommendation must state the reasons on which it is based The Supervisory Board shall appoint a chairman from among the members of the Management Board. In the event there is a tie in voting, the vote of the chairman of the Supervisory Board shall be decisive The Company shall have a policy in place for the remuneration of the Management Board. This policy shall be determined by the General Meeting; the Supervisory Board shall make a proposal with respect thereto. The remuneration policy shall contain at any rate the subjects described in Sections 2:383c up to and including 2:283e Dutch Civil Code, to the extent that these subjects concern the Management Board. The Supervisory Board shall establish the remuneration and further conditions of employment for each Management Board member with due observance of the aforementioned policy. With respect to arrangements in the form of shares and/or rights to subscribe for shares the Supervisory Board shall submit a proposal for approval to the General Meeting of Shareholders. This proposal shall at least state the number of shares or rights to subscribe for shares that can be assigned to the Management Board as well as the criteria for assignment and amendment. Suspension by the Supervisory Board. Article The Supervisory Board may suspend members of the Management Board at any time. If the General Meeting of Shareholders fails to adopt a resolution on his dismissal within three (3) months after suspension of a member of the Management Board the suspension shall be lifted. The suspended member shall be given the opportunity at this meeting to account for his actions. The member concerned may arrange for an adviser to be present to assist him A resolution to suspend a member of the Management Board can only be adopted at a meeting of the Supervisory Board at which at least two-thirds of the incumbents are present. If fewer than two-thirds of the Supervisory Board

9 members make their appearance at this meeting, a second meeting of the Supervisory Board shall be convened within a term of two weeks, at which meeting a resolution shall be adopted regardless of the number of incumbent members present. Suspension and Dismissal by the General Meeting of Shareholders. Article The General Meeting of Shareholders may suspend or dismiss members of the Management Board Where the General Meeting of Shareholders has suspended a member of the Management Board, the suspension shall be lifted if the General Meeting of Shareholders has not adopted a resolution on that member's dismissal within three (3) months The General Meeting of Shareholders shall not dismiss a Management Board member without first having heard the Management Board and the Supervisory Board about the proposed dismissal. A General Meeting of Shareholders shall be convened for this purpose, in which the proposed dismissal and grounds on which this is based shall be explained to the Supervisory Board. The General Meeting of Shareholders shall give the Management Board member it intends to dismiss the opportunity to render account to the General Meeting of Shareholders. In a second General Meeting of Shareholders, to be held within two weeks after the first, the Supervisory Board shall be given the opportunity to advise on the intended dismissal before the General Meeting shall decide on the intended dismissal The provisions laid down in Article 20.3 shall not be applicable if a dismissal for urgent cause is involved. Representation. Article The authority to represent the Company shall either reside with two members of the Management Board acting jointly, or with one member of the Management Board and one duly authorised signatory acting jointly The Company may also be represented by authorised signatories, with due observance of any restrictions imposed upon their representative authority. The Management Board shall decide on their powers, their job title and the terms of appointment. Absence and Inability to Act. Article 22. In the event of absence or inability to act on the part of one or more members of the Management Board, the remaining members of said Board or the two remaining members of said Board, as the case may be, shall be charged with the management of the Company. In the event of absence or inability to act on the part of all but one member of the Management Board or all members of said Board, the sole remaining member of said Board and the Supervisory Board jointly or the Supervisory Board, as the case may be, shall temporarily be charged with the management of the Company, without prejudice to

10 the authority of the Supervisory Board to appoint under such circumstances one or more or two or more officers, as the case may be, whether or not from their midst, to attend to the management of the Company on a temporary basis, together with the sole remaining member of the Managing Board or jointly, as the case may be. In the event of absence or inability to act on the part of all members of the Management Board or of all but one member of said Board, the Supervisory Board shall be obliged to fill the vacant post(s) with immediate effect and shall for that purpose convene a General Meeting of Shareholders. Approval of Resolutions. Article The Management Board shall require the approval of the General Meeting of Shareholders for the following resolutions: (a) resolutions entailing a significant change in the identity or character of the Company or its business; (b) the transfer of the entire business or nearly the entire business of the Company to a third party; (c) entering into or severing a long-term collaboration between the Company or any of its Subsidiaries and another legal entity or company or as a fully liable partner in a limited partnership or general partnership, if such collaboration or severing is of material significance to the Company; (d) acquiring or disposing of a shareholding in the capital of a company by the Company or one of its Subsidiaries, disposing of or separating an independent part of a company or a major part of it by the Company or one of its Subsidiaries, as well as investing or divesting if this involves a value of two hundred million euros (EUR 200,000,000) or more; (e) exercising voting rights and the way in which voting rights are exercised attached to shares in the capital of ABN AMRO Bank N.V. insofar as it concerns matters which pursuant to these articles of association are subject to the approval of or are within the competency of the General Meeting of Shareholders, however restricted to the following subjects: (i) the issue of shares in the capital of ABN AMRO Bank N.V.; (ii) the granting of rights to subscribe for shares in the capital of ABN AMRO Bank N.V.; (iii) the reduction of the issued capital of ABN AMRO Bank N.V. by cancellation of shares or by reduction of the nominal value of the shares; (iv) (v) (vi) (vii) a transfer of shares in the capital of ABN AMRO Bank N.V.; resolutions entailing a significant change in the identity or character of ABN AMRO Bank N.V. or its business; or the transfer of the entire business or substantially the entire business of ABN AMRO Bank N.V. to a third party; amending the articles of association of ABN AMRO Bank N.V.; or the dissolution of ABN AMRO Bank N.V.,

11 as well as, however only if and to the extent that there is no personal union with regard to both the management boards and supervisory boards of the Company and ABN AMRO Bank N.V.: (viii) the appointment, suspension and dismissal of the members of the management board and the supervisory board of ABN AMRO Bank N.V.; (ix) the determination of the remuneration policy for the members of the management board of ABN AMRO Bank NV.; (x) the determination of the number of members of the supervisory board of ABN AMRO Bank N.V.; (xi) the determination of the remuneration of the members of the (xii) supervisory board of ABN AMRO Bank N.V.; and the discharge of the members of the management board and the supervisory board of ABN AMRO Bank N.V Without prejudice to the provisions as stipulated elsewhere in these Articles of Association, the Management Board shall require the approval of the Supervisory Board for the following management resolutions: (a) (b) (c) (d) (e) (f) (g) (h) (i) (j) the issue and acquisition of shares in and debentures chargeable to the Company or debentures chargeable to a limited partnership or general partnership in which the Company is a fully liable partner; application for listing or cancellation of listing of the securities as referred to under (a) in the Official Price List of any stock exchange; entering into or severing a long-term collaboration, either between the Company or a dependent entity and another legal entity or company, or in its capacity as fully liable partner in a limited or general partnership if such collaboration or severing is of material significance for the Company; acquiring a shareholding the value of which exceeds fifty million euros (EUR 50,000,000), or as much lower as prescribed by law, by the Company or a Subsidiary or dependent entity in the capital of another company, or any material increase or reduction in such shareholding, disposing of or separating an independent part of a company or a major part of it by the Company or one of its Subsidiaries, as well as investing or divesting if this involves a value in excess of fifty million euros (EUR 50,000,000) or as much lower as prescribed by law; a proposal to amend the Articles of Association; a proposal to dissolve the Company; filing for bankruptcy and applying for a moratorium of payment; termination of employment for a significant number of employees of the Company or of a dependent entity, either at the same time or within a short period of time; material changes in the employment conditions of a significant number of employees of the Company or of a dependent entity; a proposal relating to a reduction of the issued capital;

12 (k) (l) exercising voting rights attached to shares in the capital of companies with which the Company is affiliated in a group as referred to in Section 2:24b Dutch Civil Code, on whether or not to grant approval to a resolution by the management of such a company with respect to resolutions as referred to above under (d); annually adopting a three-year business plan and the parts of the annual operational plan referring to the risk appetite and risk tolerance and the financing plan The absence of approval by the General Meeting or the Supervisory Board, respectively, of a resolution as referred to in Article 23.1 or Article 23.2 shall not affect the authority of the Management Board or its members to represent the Company. Supervisory Board. Article The Company shall have a Supervisory Board consisting of at least three members. With due observance of the above provisions, the General Meeting of Shareholders shall determine the minimum number of its members Without prejudice to the provisions as stipulated elsewhere in these Articles of Association, it shall be the duty of the Supervisory Board to supervise the conduct of business of the Management Board as well as the general course of affairs in the Company and its affiliated enterprise(s). The Supervisory Board shall assist the Management Board with advice. In the performance of their duties the members of the Supervisory Board shall be guided by the interests of the Company and those of its affiliated enterprise(s) The Management Board shall provide the Supervisory Board in good time with the information required for the performance of its duties If the Supervisory Board has fewer than three members in office, it shall convene a General Meeting of Shareholders immediately in order to fill the vacancy or vacancies. The Supervisory Board shall retain its powers throughout periods when there are vacancies or there are fewer than three members A resolution of the Supervisory Board shall be evidenced by a document setting forth such resolution and be signed by the chairman or the secretary of the Supervisory Board, or by a deputy of the chairman or the secretary of the Supervisory Board Members of the Supervisory Board may adopt resolutions in writing (or electronically) without holding a meeting, provided they are adopted by the unanimous vote of all members of the Supervisory Board then in office The Supervisory Board may, without prejudice to its responsibilities, designate one or more committees from their midst, which shall have the responsibilities specified by the Supervisory Board. The composition of any such committee shall be determined by the Supervisory Board. The General Meeting of Shareholders may grant additional compensation to the members of the committee(s) for their service on the committee(s).

13 24.8 Each member of the Supervisory Board shall receive a fixed remuneration, the level of which is determined, and may be changed, by the General Meeting of Shareholders. The Supervisory Board shall make a proposal to that effect to the General Meeting of Shareholders. Appointment. Article The Supervisory Board shall draw up a profile for its size and composition taking into account the nature of its business, its activities and the desired expertise and background of the Supervisory Directors. The Supervisory Board shall discuss the profile for the first time at its adoption and subsequently with each change in the General Meeting of Shareholders and with the Works Council Subject to the provisions of the Articles 25.7 and 25.8 the members of the Supervisory Board shall be appointed by the General Meeting of Shareholders on a nomination of the Supervisory Board. Only persons regarding whom De Nederlandsche Bank N.V., before the convocation of the General Meeting of Shareholders in which the appointment of members of the Supervisory Board is discussed, has declared that they meet the requirements in the banking licence as described in the Financial Supervision Act, shall be eligible for appointment. Members of the Supervisory Board cannot be: (a) board members of Stichting administratiekantoor beheer financiële instellingen; (b) board members of a legal entity which is designated as an institution within the meaning of article 2 of the Stichting administratiekantoor beheer financiële instellingen Act (Wet stichting administratiekantoor (c) beheer financiële instellingen) (an Institution); or board members of a legal entity or business that forms part of the group of an Institution The General Meeting of Shareholders and the Works Council may recommend persons to the Supervisory Board to be nominated as a Supervisory Director. To that end the Supervisory Board shall timely inform them when, as a result of what event and in accordance with which profile a seat on their board is to be filled. If this seat is subject to the right of recommendation referred to in Article 25.5, the Supervisory Board shall mention this, also. The Supervisory Board shall inform the General Meeting of Shareholders and the Works Council simultaneously of the nomination. The nomination and the recommendation for the appointment or re-appointment of a Supervisory Director shall state the reasons on which these are based A nomination or a recommendation as referred to in Article 25.3 shall state the candidate's age, his profession, the number of the shares he holds in the Company s capital and the positions he holds or has held, insofar as these are relevant for the performance of the duties of a Supervisory Director. Furthermore, the names of the legal entities of which he is already a supervisory director shall be indicated; if those include legal entities which belong to a group, reference of

14 that group will be sufficient. In case of re-appointment, the performance in the past period of the candidate as a supervisory director shall be taken into account With regard to one third of the number of Supervisory Directors, the Supervisory Board shall place a person recommended by the Works Council on the nomination, unless the Supervisory Board objects to the recommendation on the basis of the expectation that the recommended person shall be unqualified for the exercise of the duties of a Supervisory Director or that the Supervisory Board shall not be composed properly in case of appointment in accordance with the recommendation. If the number of Supervisory Directors cannot be divided by three, the closest lower number that can be divided by three shall be taken in order to establish the number of Supervisory Directors for which this special right of recommendation applies If the Supervisory Board objects to a recommendation as referred to in Article 25.5, it shall inform the Works Council of its objection stating its reasons. The Supervisory Board shall forthwith engage in consultation with the Works Council in order to reach agreement on the recommendation. If the Supervisory Board establishes that no agreement can be reached, a representative of the Supervisory Board designated for that purpose shall request the Enterprise Section of the Amsterdam Court of Appeal to declare the objection well-founded. The request shall not be filed before four weeks have lapsed after the consultation with the Works Council has started. The Supervisory Board shall put the recommended person on the nomination if the Enterprise Section of the Amsterdam Court of Appeal declares the objection unfounded. If the Enterprise Section of the Amsterdam Court of Appeal declares the objection well-founded, the Works Council can make a new recommendation in accordance with the provisions of Article The General Meeting of Shareholders can reject a nomination as referred to in this Article 25 by more than half of the votes cast, representing at least one third of the issued capital. If a minimum of one third of the issued capital was not represented at the General Meeting of Shareholders or if the majority referred to in the first sentence did not represent at least one third of the issued capital, a new meeting can be convened where the nomination can be rejected by more than half of the votes cast irrespective of the issued capital represented by this majority or at the meeting. The Supervisory Board shall then prepare a new nomination. The Articles 25.3, 25.5 and 25.6 shall then be applicable by analogy. If the General Meeting of Shareholders does not appoint the person nominated by the Supervisory Board and does not resolve to reject the nomination, the Supervisory Board shall appoint the person nominated If all the seats on the Supervisory Board are vacant other than pursuant to the Articles 26.4 up to and including 26.6, the appointment shall be made by the General Meeting of Shareholders. In this event also the Works Council may recommend persons for the appointment to Supervisory Director. To this end the person convening the General Meeting of Shareholders shall timely inform the Works Council that the appointment of Supervisory Directors will form part of

15 the business at the General Meeting of Shareholders, stating whether the appointment of a Supervisory Director shall take place in accordance with the right of recommendation of the Works Council pursuant to Article Articles 25.5 and 25.6 shall in that case be applicable by analogy For the application of these Articles of Association the Works Council shall be understood to mean the works council of the Company s business or of the business of a dependent entity. If there is more than one works council, the powers in accordance with these Articles of Association shall be exercised independently; however if a nomination as referred to in Article 25.5 is involved, in accordance with this paragraph the powers shall be exercised by these works councils jointly. If a central works council has been instituted for the business or businesses involved, the powers of the works council under these Articles of Association shall accrue to such a central works council. Periodical Retirement. Suspension. Dismissal. Article Members of the Supervisory Board shall retire from office not later than on the day of the first General Meeting of Shareholders following the day on which they have been a member of the Supervisory Board for a period of four years from their most recent appointment or reappointment. Retiring Supervisory Board members shall be eligible for immediate reappointment 26.2 Members of the Supervisory Board can be suspended by the Supervisory Board at all times. The suspension shall lapse by law if the Company, represented by the Supervisory Board, has not requested the Enterprise Section of the Amsterdam Court of Appeal within one month after commencement of the suspension to dismiss the suspended Supervisory Director on the grounds mentioned by law Article 19.2 shall be applicable by analogy to the decision-making of the Supervisory Board in respect of Article The General Meeting can, by an absolute majority of the votes cast, representing at least one third of the issued capital, pass a resolution of no confidence in the entire Supervisory Board. Reasons for the resolution must be stated. The resolution cannot regard Supervisory Directors appointed by the Enterprise Section of the Amsterdam Court of Appeal in accordance with Article A resolution as referred to in Article 26.4 shall not be passed until after the Management Board has notified the Works Council of the proposed resolution and the reasons for it. The notification shall be made at least thirty days before the General Meeting of Shareholders at which the proposal is discussed, is held. If the Works Council defines a position on the proposal, the Management Board shall inform the Supervisory Board and the General Meeting of Shareholders thereof. The Works Council can have its position explained in the General Meeting of Shareholders The resolution referred to in Article 26.4 shall result in the immediate resignation of the members of the Supervisory Board. In that case the Management Board shall forthwith request the Enterprise Section of the Amsterdam Court of Appeal to temporarily appoint one or more Supervisory Directors. The Enterprise Section

16 of the Amsterdam Court of Appeal shall determine the consequences of the appointment. The Supervisory Board shall ensure that, within a period to be set by the Enterprise Section, a new Supervisory Board be composed with due observance of Article 25. General Meeting of Shareholders. Article General Meetings of Shareholders shall be held in Amsterdam, The Hague, Rotterdam, Utrecht or Haarlemmermeer (Schiphol) The annual General Meetings of Shareholders shall be held within six months after expiry of the financial year The agenda for this annual General Meeting of Shareholders shall at least contain the following matters of business to be discussed: (a) annual report; (b) adoption of the annual accounts; (c) announcements in connection with vacancies in the Management Board and the Supervisory Board; (d) discharge of the Management Board and the Supervisory Board Other General Meetings of Shareholders shall be held as often as the Management Board or the Supervisory Board deems such necessary, and whenever these are required pursuant to the law or these Articles of Association Shareholders and/or persons having the rights of depositary receipt holders and severally or jointly representing at least ten percent of the issued capital are entitled to submit a request to the Management Board or Supervisory Board to convene a General Meeting of Shareholders, stating which subjects in particular are to be discussed. If the Management Board or Supervisory Board does not accede to the request to convene a General Meeting of Shareholders within four weeks after receiving such request in order for this meeting to be held within six weeks after receiving this request, the persons making the request are entitled to convene a meeting themselves. Powers of the General Meeting of Shareholders. Article Within the limits set by law and these Articles of Association the General Meeting of Shareholders shall have all the powers that have not been conferred to the Management Board or others The Management Board and the Supervisory Board shall provide the General Meeting of Shareholders with all the information required, unless any major interest of the Company dictates otherwise. Convocation. Article The General Meetings of Shareholders shall be convened by the Management Board or the Supervisory Board, without prejudice to Article If the period for convening the meeting is shorter than the statutory period or if no notices convening the meeting have been sent, no legally valid resolutions can be

17 adopted unless the resolution is adopted unanimously in a meeting in which the entire issued capital is represented The notice convening the meeting shall state the items to be discussed; alternatively, notice shall be given that the shareholders and depositary receipt holders may inspect such items at the Company's offices. Shareholders will be sent free of charge the appendices to the agenda and the other documents which according to the law or these Articles of Association are to be submitted to or put at the disposal of the shareholders Proposals to amend the Articles of Association or proposals relating to a reduction of the Company s capital shall however at all times be included in the actual notice convening the meeting. Notices convening a meeting in which a proposal is made relating to a reduction of the Company s capital shall also include the object of such a capital reduction and the method used to realise it The notices convening a meeting shall be sent to the addresses of the shareholders and usufructuaries and pledgees as stated in the shareholders register. The notice convening the meeting and other notices to shareholders can also be sent via a legible, reproducible message sent electronically to the address of those shareholders having consented to this manner of convening the meetings. For this purpose they must provide an address to the Company Meetings of holders of a certain class of Shares shall be convened by the Management Board or by a holder of one or more Shares of the particular class. For the remainder the Articles 29 up to and including 33 shall be applicable by analogy. Admittance. Article Each Shareholder, each usufructuary entitled to vote or pledgee entitled to vote and each depositary receipt holder shall be entitled either in person or by a proxy authorised in writing, to attend and address the General Meeting of Shareholders and if applicable to exercise voting rights In convening the meeting the Management Board is authorised to state that for the application of Section 2:117 paragraphs 1 and 2 Dutch Civil Code those persons shall be considered as having voting rights or rights to attend meetings who at a certain moment of time, which moment cannot be earlier than as permitted in accordance with the relevant statutory provisions, have these rights and are registered as such in the register designated for this purpose by the Management Board, irrespective of who at the moment of the General Meeting of Shareholders are entitled to the shares or depositary receipts for shares Shareholders, usufructuaries entitled to vote and pledgees of shares entitled to vote as well as depositary receipt holder, or their proxies, as the case may be, shall only be admitted to the meeting on presentation of an attendance card obtained in the manner set forth in the notice convening the meeting The shareholder, usufructuary entitled to vote or pledgee of shares entitled to vote, as well as depositary receipt holders who wish to be represented at the general meeting by a proxy authorised in writing, are obliged to submit the proxy

18 for the meeting at the place and within the period stipulated in the notice of the meeting The Company may request the shareholder and depositary receipt holder or their proxies to sign the attendance list before the start of the meeting The Chairman of the General Meeting of Shareholders shall decide on any disputes as to whether a shareholder, depositary receipt holder or their proxies have submitted adequate proof of their identity for the purpose of attending the meeting and exercising their voting rights and on all other issues relating to the proper conduct of the meeting Supervisory Directors and members of the Management Board are entitled to attend the General Meeting of Shareholders in person and to address the meeting; as such the have an advisory role in the meeting. The external auditor of the Company is also entitled to attend and address the General Meeting of Shareholders The chairman of the meeting shall decide upon the admittance to the meeting of persons other than those mentioned in paragraphs 1 and 7. Chairmanship. Minutes. Article The Chairman of the Supervisory Board shall chair the General Meeting of Shareholders and if he is unable to attend, a deputy chairman. The Chairman of the meeting shall have all the powers necessary to ensure an orderly course of the meeting. If both the Chairman and a deputy Chairman are unable to attend, the members of the Supervisory Board attending the meeting shall appoint a Chairman from their midst. For a specific meeting and in consultation with the Management Board the chairman of the Supervisory Board may also appoint somebody outside the Supervisory Board to assume the chairmanship Minutes shall be kept of the meeting, except where notarial records are made of the items discussed. The Chairman and the Secretary of the meeting appointed by him shall approve the minutes and sign them in evidence thereof. Voting Rights. Voting. Article Each ordinary share share shall entitle to one hundred votes. Each Class B ordinary share shall entitle to one vote No votes may be cast at the General Meeting of Shareholders with respect either to shares owned by the Company or one of its Subsidiaries, or to shares the depositary receipts for which are held by the Company or one of its Subsidiaries, without prejudice to any further provisions of the law All resolutions by the General Meeting of Shareholders shall be adopted by an absolute majority of the validly cast votes, unless the law or the Articles of Association prescribe a greater majority.