Report of ‘Stichting Administratiekantoor van gewone aandelen Vedior’

(‘Foundation for ordinary Vedior Shares’)

Annual General Meeting of shareholders of Vedior N.V.

Mr Van Duyne represented the Board of the Foundation at the Annual General Meeting of shareholders of Vedior N.V., held on 7 May 2004. That day, the Foundation held 161,636,949 of the total of 164,746,937 ordinary shares with a nominal value of EUR 0.05 and therefore could in principle cast 808,184,745 votes (71.6% of the total number of votes, which total number includes the votes on the preference A and B shares). 110 holders of depositary receipts of ordinary shares were automatically granted a proxy to vote on the ordinary shares underlying their depositary receipts. Together they held 31,190,611 depositary receipts, for which they could cast 155,953,055 votes (13.9% of the total number of votes to be cast at the meeting). Consequently, the Board of the Foundation could cast 652,231,690 votes (57.7% of the total number of votes).

As indicated in its 2003 report to holders of depositary receipts, the Board of the Foundation offered holders of depositary receipts of ordinary Vedior shares the opportunity to raise questions concerning the Board’s 2003 report and corporate governance related issues affecting the Foundation at the Annual General Meeting of shareholders. During the discussion, the Chairman of the Board, Mr Van Duyne, explained that since 2001 the Foundation can grant each holder of depositary receipts, who should so request, a proxy to vote at his or her discretion on the shares which correspond with his or her depositary receipts. This proxy is without restrictions. Mr Van Duyne also stated during the meeting that the Board only wishes to act on behalf of those holders of depositary receipts that are not present or represented at the meeting. The Foundation’s Board hopes that the trend that increasing numbers of holders of depositary receipts are present or represented with a proxy at a General Meeting of shareholders shall continue. In order to simplify the proxy application procedure, starting with this Annual General Meeting of shareholders, every holder of depositary receipts who registers to attend a General Meeting shall automatically be deemed to have requested a proxy from the Foundation, without having to file a specific request. The actual granting of the proxies takes place prior to the opening of each meeting of shareholders, when signing the list of attendees. During the meeting, the Chairman of the Supervisory Board of Vedior N.V. confirmed that when the attendance of holders of depositary receipts of ordinary Vedior shares at meetings of shareholders regularly exceeds 35% of the ordinary share capital, excluding the Foundation – or if proxy solicitation becomes a practicable possibility in the Netherlands, the Company will cancel the depositary receipt structure and dissolve the Foundation. The Board of the Foundation agreed with this statement.
 
The Annual General Meeting approved all resolutions on the agenda.

Meeting of holders of depositary receipts of ordinary Vedior shares

The Board of the Foundation convened a meeting of holders of depositary receipts on 7 September 2004 in order to discuss the confidence of the holders of depositary receipts in the Board of the Foundation and its impartiality and to discuss any comments of holders of depositary receipts concerning Vedior N.V.’s corporate governance in greater detail. Prior to the meeting, the Board had drafted a memorandum to the holders of depositary receipts of ordinary Vedior shares explaining their position regarding the relevant best practice provisions in the Code. The memorandum had been placed on Vedior N.V.’s corporate website, www.vedior.com A constructive discussion took place with the holders of depositary receipts of ordinary Vedior shares who attended the meeting. Based on the views expressed during the meeting and the discussions between the Board of Management of Vedior N.V. and several large holders of depositary receipts, it was concluded that the Board of the Foundation has the confidence of the holders of depositary receipts. The minutes of the meeting can be obtained from the Foundation free of charge and have also been published on Vedior N.V.’s corporate website. Following the meeting, the Board decided, with the approval of the Company, to amend articles of association and the trust conditions of the Foundation to reflect the following:

	In exercising the voting rights attached to the ordinary shares, the Board of the Foundation shall be guided primarily by the interests of the holders of depositary receipts of ordinary shares, taking into account the interests of the Company and its subsidiaries. In the opinion of the Board of the Foundation, mainly the interests of the holders of depositary receipts who are not present or represented at a General Meeting should be taken into account, as holders of depositary receipts who are present or represented at the meeting, can vote at their full discretion.
	A procedure will be set up to enable holders of depositary receipts to give a binding voting instruction to the Foundation.
	Furthermore provisions will be included in the articles of association and the trust conditions of the Foundation to specify in what cases and subject to what conditions holders of depositary receipts may request the Foundation to call a meeting of holders of depositary receipts. These meetings of holders of depositary receipts will be held: - if according to the articles of association of the Foundation or the trust conditions a resolution has to be adopted by the meeting of holders of depositary receipts; - at the written and motivated request of a number of holders of depositary receipts representing 10% of the nominal amount of the issued depositary receipts. If such a request is not complied with within six weeks, these depositary receipt holders are entitled to call such a meeting themselves; - as often as the Board of the Foundation considers desirable.
	Resolutions which are to be adopted upon a proposal by the Board of the Foundation can be adopted in a meeting of depositary receipt holders with a simple majority of votes cast regardless of the number of depositary receipts present or represented at the meeting.
	Resolutions which are to be adopted other than upon a proposal by the Board of the Foundation can only be adopted in a meeting in which at least 25% of the issued depositary receipts are present or represented and with a simple majority of votes cast, representing at least 25% of the issued depositary receipts. If the aforementioned quorum is not present or represented at a meeting of depositary receipt holders or if the resolution is not adopted with a majority representing at least 25% of the issued depositary receipts, a second meeting will be held in which resolutions can be adopted with simple majority regardless of the percentage of issued depositary receipts present or represented at such meeting.
	A provision will be added to the articles of association of the Foundation that the meeting of depositary receipt holders may make recommendations for the appointment to the Board of the Foundation.