Report of ‘Stichting Administratiekantoor van gewone aandelen Vedior’

(‘Foundation for ordinary Vedior Shares’)

Composition and remuneration of the Board

The composition of the Board of the Foundation is specified in its articles of association. As from the above-mentioned meeting held on 21 January 2004, the Board of the Foundation consisted of three members. The Board, which should consist of at least three and at most five members, appoints its members. Members may not be (spouses of or relatives up to the fourth degree of) (former) members of the Supervisory Board or Board of Management of Vedior N.V. or one of its subsidiaries nor (for the previous three years) permanent advisors to Vedior N.V. The Board also appoints a Chairman from its midst. A person may be appointed for a maximum of three four-year terms. All decisions are taken by an absolute majority of votes. Should there be a tie, the Chairman’s vote shall be decisive.

The members of the Board are:

Mr J.F. van Duyne (63, Dutch)
Mr Van Duyne has been a member of the Board and its Chairman since 2001, and holds his current appointment until 2008. Until 2000, Mr Van Duyne was Chairman of the Board of Management and Chief Executive Officer of Hoogovens NV and Corus PLC. He is Chairman of the Supervisory Board of De Nederlandsche Bank, OPG Groep N.V. and Gamma Holding N.V., a member of the Supervisory Board of Samas Groep N.V. and a Crown Representative of the SER (Dutch social and economic council).

Mr W.F.Th. Corpeleijn (56, Dutch)
Mr Corpeleijn has been a member of the Board since 2003, and holds his current appointment until 2007. From 1991 until 2000 Mr Corpeleijn was managing partner of Stibbe. Since 2003, he holds an advisory position as Of-Counsel at Stibbe. He is a Chairman of the Supervisory Board of Ankerpoort N.V., Theodoor Gilissen Bankiers N.V., Stiho Groep B.V. and 3W Vastgoed B.V., a member of the Supervisory Board of Vesteda B.V. and Vice-Chairman of the Board of Sibelco N.V. (Belgium).

Mr W. de Vlugt (62, Dutch)
Mr De Vlugt has been a member of the Board since 1997. His current appointment expires in 2005. Mr De Vlugt is not available for reappointment. From 1992 until 1999, Mr De Vlugt was Chairman of the Board of Management and Chief Executive Officer of Koninklijke Emb. Ind. Van Leer N.V. He is Chairman of the Supervisory Board of ICT Automatisering B.V., Kaag Holding B.V., Holland Venture B.V., Linx Telecom B.V. and Blagdon Industries B.V.

The Chairman and the board members receive an annual remuneration for their activities for the Foundation of respectively €6,125 and €4,535. Financing of the Foundation and external advice

Financing of the Foundation and external advice

The issuance of depositary receipts of Vedior’s ordinary shares by the Foundation is carried out in co-operation with Vedior N.V. All costs relating to the administration are borne by Vedior N.V., except for charges, taxes and costs mentioned in article 9 of the trust conditions and the exchange costs mentioned in article 13 of the trust conditions. The Foundation’s administrator, which is N.V. Algemeen Nederlands Trustkantoor (ANT), Herengracht 420 in Amsterdam, is in charge of the administration of shares. In 2004, the expenses related to the Foundation’s activities amounted to €65,927.

Meetings with holders of depositary receipts in 2005

The Board of the Foundation is pleased to offer holders of depositary receipts the opportunity to raise questions concerning this report at the next Annual General Meeting of shareholders of Vedior N.V. to be held on 29 April 2005 at 10.00 AM at the Okura Hotel in Amsterdam. The Board of the Foundation hereby announces that it intends to convene a meeting of holders of depositary receipts that same day immediately following the Annual General Meeting.

Amsterdam, 2 February 2005
The Board of ‘Stichting Administratiekantoor van gewone aandelen Vedior’
J.F. van Duyne
W.F.Th. Corpeleijn
W. de Vlugt

Contact information:
Burgerweeshuispad 201, 1076 GR Amsterdam, the Netherlands.

Independence and impartiality

The Board of Management of Vedior N.V. and the Board of the Foundation for ordinary Vedior shares, hereby, certify that in their joint opinion, they have complied with the requirements of impartiality and independence for members of the Board of the Foundation for ordinary Vedior shares, as referred to in annex X of the Listing and Issuing rules of Euronext Amsterdam N.V.

Amsterdam, 2 February 2005
The Board of Management of Vedior N.V.
The Board of ‘Stichting Administratiekantoor van gewone aandelen Vedior’