Report of ‘Stichting Administratiekantoor van gewone aandelen Vedior’

(‘Foundation for ordinary Vedior Shares’)

Introduction

Pursuant to article 15 of the trust conditions of ‘Stichting Administratiekantoor van gewone aandelen Vedior N.V.’ (the Foundation for ordinary Vedior shares, hereafter referred to as the ‘Foundation’), dated 27 May 1997 and last amended on 16 April 2004, the Board of the Foundation hereby reports on its activities in 2004. This report has also been published on Vedior N.V.’s corporate website. Copies of these articles of association and the Foundation’s trust conditions are available free of charge and have also been published on Vedior N.V.’s corporate website, www.vedior.com

The Foundation’s objective is specified in article 2 of its articles of association. By virtue of paragraph 1 of said article, the Foundation’s objective is to issue exchangeable bearer depositary receipts in exchange for acquiring and holding ordinary Vedior shares in its own name by way of administration, managing these ordinary shares, exercising the rights related to these shares and conducting all actions which may ensue from the aforementioned activities.

Activities in 2004

In the year under review, the Foundation held the ordinary bearer shares for which bearer depositary receipts had been issued. As at 31 December 2004, the Foundation held a nominal amount of €8,149,148.80 in ordinary shares at €0.05, for which 162,982,976 bearer depositary receipts at a nominal amount of €0.05 were issued in CF-form. As compared to 31 December 2003, this amounts to an increase of 1,792,684. The increase consists of:

	138,422 from exercised option rights;
	55,602 for the benefit of the Employee Stock Purchase Plan for employees in the USA;
	1,264,588 as a result of payments to shareholders in depositary receipts;
	334,072 from certifying existing shares.

The Board of the Foundation held three meetings in the year under review and several telephone conference calls. At the first meeting, held on 21 January 2004, the Board addressed the various best practice provisions and recommendations included in the Dutch corporate governance code (the ‘Code’). At the meeting, two board members, Mr W.C.J. Angenent and Mr A.V. Martin stepped down with immediate effect as members of the Board since they were also respectively a member of the Supervisory Board and a member of the Board of Management of Vedior N.V., which is considered undesirable under the Code. The Board also decided that the articles of association of the Foundation should be changed to provide that each Board member of the Foundation shall be appointed by the Board itself and that members of the Board shall not be a (former) director, (former) supervisory director, employee or permanent advisor to Vedior N.V. and shall have a maximum term of office of three terms of four years. To comply with best practice provision IV.2.1 of the Code, the Board decided to call a meeting of holders of depositary receipts for ordinary Vedior shares on 7 September 2004.

In the second meeting, held on 6 May 2004, the Board discussed the annual report and the performance of Vedior N.V. in 2003 in detail. The Foundation’s financial statements for 2003 were adopted. The Board discussed the agenda for the Annual General Meeting of shareholders to be held on 7 May 2004, and took preliminary decisions on how to exercise the voting rights on shares held by the Foundation. In a separate meeting held that same day and immediately following the Board’s meeting, the Board of Management of Vedior N.V. discussed the financial performance of the Company and operational issues in 2003 with the members of the Board of the Foundation.

The third meeting of the Board of the Foundation, was held on 7 September 2004. At this meeting the Board discussed the Annual General Meeting of shareholders on 7 May 2007 and several opinions expressed by the holders of depositary receipts at this meeting. The Board also discussed the agenda for the meeting of holders of depositary receipts of ordinary Vedior shares to be held on 7 September 2004. A separate meeting was held that same day, immediately following the Board’s meeting, for the Board of Manage­ment of Vedior N.V. to discuss the perational developments in the first six months of 2004 with the members of the Board of the Foundation. These results had already been published on 29 July 2004.