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1	Introduction

2

Purpose

3	Duties and responsibilities

(a)

to review major issues regarding accounting principles, policies, practices and judgments and financial statement presentations, including (i) any significant changes to the Company's selection or application of accounting principles, (ii) the adequacy and effectiveness of the Company's internal controls and (iii) any special audit steps adopted in light of material control deficiencies;

(b)

to review analyses prepared by the Management Board, the independent auditors and/or others setting forth significant financial reporting issues and judgments made in connection with the preparation of the financial statements, including analyses of the effects of alternative GAAP methods on the financial statements;

(c)	to inform the Supervisory Board of the outcome of the statutory audit and explaining how the statutory audit contributed to the integrity of the financial reporting and what the role of the Committee was in this respect.

(d)	to review the effect of regulatory and accounting initiatives and off-balance sheet structures on the Company's financial statements;

(e)

to review the type and presentation of information to be included in the Company's earnings press releases, paying particular attention to any use of "pro forma" or "adjusted" non-GAAP information, as well as review and discuss earnings press releases and any financial information and earnings guidance provided to analysts and rating agencies;

(f)	to review, or supervise the review of, internal audit functions that ensure the appropriate control process is in place for reviewing and approving the Company's internal transactions and accounting;

(g)	to periodically discuss with the Management Board and the Supervisory Board the adequacy and effectiveness of the Company's internal controls and fulfilment of the internal audit function’s responsibility;

(h)

to discuss with the Management Board and the independent auditors the integrity of the Company's financial reporting processes and controls, including policies and guidelines with respect to risk assessment, (internal) risk management and the Company's major financial risk exposures and the steps the Management Board has taken to monitor and control such exposures;

(i)

to discuss with the Management Board and the independent auditors the Company's annual audited financial statements and interim financial statements, including the Company's disclosures under "Management's Discussion and Analysis of Financial Conditions and Results of Operations," together with the results of the independent auditors' review prior to filing or distribution of annual financial statements;

(j)

to review the report required to be included in the Company's annual proxy statements, which is prepared in connection with the Company’s annual general meeting, pursuant to the proxy rules promulgated by the United States Securities and Exchange Commission (the "SEC") or, if the Company does not file a proxy statement, in the Company's annual report;

(k)

to discuss with the Management Board and the independent auditors the independent auditors' judgments about the quality and appropriateness of the Company's accounting principles and to monitor the Management Board regarding compliance with recommendations by and following up of comments by the independent auditors and to supervise the submission of financial information by the Company including underlying estimates in its financial statements and forecasts;

(l)

to review and discuss with the Management Board and the independent auditors any correspondence with regulators or governmental agencies, and any published reports and employee complaints concerning financial matters which raise material issues regarding the Company's financial statements or accounting policies;

(m)	to discuss with the independent auditors and the Management Board, as appropriate, any items required to be communicated by the independent auditors in accordance with Statement on Auditing Standards No. 61 not otherwise addressed in this Charter;

(n)

to discuss with the independent auditors the SEC Release 34-47265, prior to the filing of the final audit report with the SEC, reports from the Management Board and the independent commission's auditors regarding (i) all critical accounting policies and practices used regarding auditor by the Company, (ii) all material accounting treatments within GAAP that have been discussed with the Management Board, including the ramifications of the use of such alternative treatments and the treatment preferred by the accounting firm and (iii) other material written communications between the accounting firm and the Management Board;

(o)

to discuss periodically with the SEC Release 34-46427 Final Company's Management Board members, the Company’s CFO and the appointed auditors (i) all of significant deficiencies in the disclosure in the Companies' operation of internal controls which could adversely affect the Reports; summarize and report financial data, Management Board's report on (ii) any significant changes in internal control over internal controls, including internal financial reporting and control over financial reporting, or certification of other factors that could significantly affect such internal controls, including any corrective actions with regard to significant deficiencies and material weaknesses and (iii) any fraud involving the Management Board or other employees who have a significant role in the Company's internal controls;

(p)	to review the internal control reports of the Management Board prepared pursuant to rules and regulations of the SEC on Internal Control promulgated under the Sarbanes-Oxley Financial Reporting and Act of 2002 prior to filing with the Certification of SEC;

(q)

to evaluate and oversee the 3(b)(2), (5) independent auditors engaged for the purpose of preparing or issuing an audit report or related work or performing other audit, review or attest services for the Company, to implement the procedure for the selection of an independent auditor and to resolve any disagreements between the Management Board and the independent auditors;

(r)

to approve in advance, or, in the alternative, to establish and periodically review pre-approval policies and procedures for all audit engagement fees and terms, including the retention of the independent auditors for any significant permissible non-audit engagement or relationship. To have direct responsibility for the oversight of the independent auditors. The Committee shall inform each registered public accounting firm performing work for the Company that such firm shall report directly to the Committee. The Committee should also take into account the opinions of the Management Board in its dealings with the independent auditors;

(s)

to annually evaluate the experience, qualifications, performance independence of the independent auditors, including their lead partners. To assure the regular rotation of the audit partners, independence regarding including the lead and concurring audit partners, as required by applicable laws, rules and regulations. To consider whether there should be regular rotation of the independent auditors. The Committee should take into account the opinions of the Management Board and the internal auditors in its evaluation of the independent auditors. The Committee should present its conclusions with respect to the independent auditors to the full Supervisory Board and submit a recommendation to for the appointment of the independent auditors by the Company’s general meeting of shareholders;

(t)	to obtain and review, on an annual basis, a formal written report from the independent auditors describing all relationships between the independent auditors and the Company;

(u)

to discuss with the independent auditors any disclosed relationships between the auditors and the Company or any other relationships that may adversely affect the objectivity or independence of the independent auditor. To discuss with the independent auditors any services provided to the Company or any other services that may adversely affect the objectivity and independence of the independent auditor. To take, or to recommend that the full board take, appropriate action to oversee the objectivity and independence of the independent auditor;

(v)	to review with the independent auditors any audit problems or difficulties, together with Management Board's responses, including any restrictions on the scope of the independent auditors' activities or on access to requested information, and any significant disagreements with management;

(w)

to review the independent auditors' audit plan, including its scope, staffing, locations, reliance upon the Management Board and the general audit approach and to determine whether, and if so, how the independent auditor shall be involved in the content and publication of financial reports other than the Company’s annual accounts;

(x)	to review and approve or disapprove all related party transactions for potential conflict of interest situations on an ongoing basis;

(y)	to establish clear guidelines for the hiring of current or former employees of the Company's independent auditors;

(z)

to review and discuss with the independent auditors the quality of the Company's financial and auditing personnel and the responsibilities, budget and staffing of the Company's internal audit functions, including a recommendation to the Supervisory Board on the appointment and dismissal of the senior internal auditor;

(aa)	to supervise the financing of the Company;

(bb)	to supervise the policy of the Company on tax planning;

(cc)	to supervise the applications of information and communication technology, including risks relating to cybersecurity;

(dd)

to supervise the enforcement of relevant applicable laws, rules and regulations and to review (where relevant with the Company's legal counsel) on a quarterly basis, or more frequently as circumstances dictate, any legal matters that could have a significant impact on the Company's financial statements or the Company's compliance with applicable laws, rules and regulations, any breaches of fiduciary duties and inquiries received from regulators or governmental agencies;

(ee)

to establish and maintain procedures for the receipt, retention and treatment of complaints regarding accounting, internal accounting controls or auditing matters, including procedures for the confidential and anonymous submission by the Company's employees of concerns regarding questionable accounting or auditing matters;

(ff)	to conduct any investigation appropriate to fulfill its responsibilities with the authority to direct access to the independent committees, as well as anyone in the Company;

(gg)	to ensure that no improper influence on the independent directors is exerted by any officers or directors of the Company or any person acting on committees, under their direction;

(hh)	to keep abreast of new accounting and reporting standards promulgated by the FASB, the SEC and other relevant standard setting bodies;

(ii)	to approve ordinary expenses of the Committee that are necessary or appropriate in carrying out its duties;

(jj)	to perform any other activities consistent with this Charter, the Company's by-laws and governing law, as the Committee or the Board deems necessary or appropriate;

(kk)

to provide a recommendation to the Supervisory Board whether and on what terms to grant to any Section 406 Officer within the meaning of the Sarbanes-Oxley Act (or the Company’s independent auditor when fulfilling such role) a waiver of the Company’s Code of Ethics or the Business Conduct Guidelines in accordance with applicable law and listing standards.

(a)	the methods used to assess the effectiveness of the design and operation of the internal risk management and control systems;

(b)	the methods used to assess the effectiveness of the internal and external audit processes;

(c)	material considerations regarding financial reporting;

(d)	the way material risks and uncertainties have been analyzed and discussed, along with a description of the most important findings of the Committee.

4	Outside Advisors

5	Annual Performance Evaluation

6	Composition and size Committee

6.1

The Committee shall consist of no fewer than three (3) members, as determined by the Supervisory Board. Each Committee member shall meet the independence rule requirements of The NASDAQ Stock Market and of the SEC, as determined by the Supervisory Board, and any other requirements set forth in applicable laws, and regulations.

6.2

All Committee members must be members of the Supervisory Board. Further all Committee members shall have a basic understanding of finance and accounting and be able to read and understand fundamental financial statements, including the Company's balance sheet, income statement and cash flow statement. At least one Committee member shall have past employment experience in finance or accounting, requisite professional certification in accounting or any other comparable experience. At least one Committee member shall meet the requirements of an "audit committee financial expert" as such term is defined by the SEC.

6.3

Each Committee member shall serve until his resignation, death, until his successor is appointed or until his removal, with or without cause at any time, by the Supervisory Board by a majority vote. A Committee member shall be automatically removed without further action of the Supervisory Board if the member ceases to be a member of the Supervisory Board or is found by the Supervisory Board no longer to be an "independent", "non-employee" or "outside" director, as those terms are amended from time to time.

6.4	Each prospective Committee member shall carefully evaluate existing time demands before accepting Committee membership.

6.5	The Committee shall use its best efforts to include all information about the Committee's activities in the Company's annual proxy statements, which is prepared in connection with the Company’s annual general meeting.

7	Compensation

8

Chairman

9

Meetings

9.1

The Committee shall meet as often as deemed required and all Committee members shall strive to attend all Committee meetings. Committee members may participate in all Committee meetings by telephone or by any other similar technology that permits instantaneous and simultaneous communication. The Committee meetings shall follow a set agenda established by the Committee.

9.2	The Committee chairman may call a Committee meeting upon notice to each other Committee member at least forty-eight (48) hours prior to the meeting. A majority of the Committee members, acting in person or by proxy, shall constitute a quorum.

9.3

Each Committee member shall cast one vote. Resolutions shall be passed by majority vote. The Committee shall be responsible for maintaining minutes and other applicable records of each Committee meeting, which shall be signed by the Committee chairman and/or the secretary of the meeting. The Committee shall report its actions and recommendations to the Supervisory Board at the next Supervisory Board meeting after each Committee meeting.

9.4

The Committee shall meet separately in executive sessions with the Management Board, the independent auditors and those responsible for the internal audit functions, on a periodic basis (but at least once per year), to discuss any matter that the Committee or any of these groups believes may warrant Committee attention.

10	Conflict of interest

11	Related Party Transactions

(a)

For Securities and Exchange Commission purposes on disclosure of related party transactions a related party transaction is defined as "any transaction, or series of similar transactions, since the beginning of the Company's last fiscal year, or any currently proposed transaction, or series of similar transactions, to which the Company or any of its subsidiaries was or is to be a party, in which the amount involved exceeds USD 60,000 and in which any of the following persons had, or will have, a direct or indirect material interest, naming such person and indicating the person's relationship to the Company, the nature of such person's interest in the transaction(s), the amount of such transaction(s) and, where practicable, the amount of such person's interest in the transaction(s):

(i)

any member of the Management Board or Supervisory Board, director or other executive officer of the Company;

(ii)

any nominee for election as a member of the Management Board or Supervisory Board;

(iii)

any shareholder who is known to the Company to own of record or beneficially more than five percent of any class of shares in the capital of the Company to which voting rights are attached; and

(iv)

any member of the immediate family of any of the foregoing persons.

(b)

The Management Board members which are not interested in the transaction or if no Management Board member meets this criteria, then by the (independent) Supervisory Board members (assuming they have no interest in the transaction) together with the members of the Committee (hereinafter: RPT Committee) shall negotiate the proposed terms and conditions of the transaction. These negotiations shall not include the related parties interested in the transaction. The transaction should be negotiated on behalf of the Company by the RPT Committee. In the negotiation process the fairness and reasonableness of the transaction to the Company and its shareholders is to be the paramount consideration.

(c)

The RPT Committee shall conduct a full due diligence investigation of the proposed transaction and it shall report to the Supervisory Board on its deliberations and findings. All members of the Supervisory Board are to receive continuous updates of the progress of the negotiations. The RPT Committee shall utilize and engage legal counsel, auditors and advisors as it deems necessary.

(d)

Whether or not a fairness opinion should be obtained, should be determined by the RPT Committee as part of its due diligence investigation (with any related party-members not taken part in the deliberations and decision-making process) and should be decided based upon the nature of the transaction and its size and its proposed effect on the Company. A fairness opinion, if obtained, should be from an independent third party, chosen by the RPT Committee, which describes the transaction, the terms and concludes that the transaction is fair and reasonable to the Company and its shareholders. There is no "de minimis rule" as to when a fairness opinion need not be obtained.

(e)

The RPT Committee should present its conclusions with respect to the due diligence investigation of the related party transaction to the full Supervisory Board. All related party transactions must be approved by the RPT Committee and the majority of the (independent) Supervisory Board members. Interested members of the Supervisory Board shall not vote.

(f)

Whether or not a transaction should be submitted for approval by the Company’s general meeting of shareholders depends on either local law (legal) requirements for the particular transaction such as a merger, or at the discretion of the Supervisory Board in the event it is determined that the transaction is material to the business of the Company.

12	Non-compliance and amendment

12.1	The Committee and the Supervisory Board shall review and reassess this Charter from time to time. The Supervisory Board may amend this Charter and/or revoke any powers granted by it to the Committee.

12.2	Where this Charter is inconsistent with Dutch law or the Company’s articles of association, the latter shall prevail. Where this Charter conforms to the Company’s articles of association but is inconsistent with Dutch law, the latter shall prevail.

12.3

If one or more provisions of this Charter are or become invalid, this shall not affect the validity of the remaining provisions. The Supervisory Board may replace the invalid provisions by provisions, which are valid, and the effect of which, given the contents and purpose of this Charter is, to the greatest extent possible, similar to that of the invalid provisions.

•

The Section 406 Officers shall supervise the implementation of measures that are designed to ensure that information disclosed in reports and documents filed with or submitted to the Securities and Exchange Commission, or contained in other public communications made by ICTS, is full, fair, accurate, complete, timely and understandable.

•

The Section 406 Officers shall promptly bring to the attention of the Audit Committee of the ICTS's Supervisory Board any material information of which he or she may become aware that could affect the disclosures made by ICTS in its public filings.

•

The Section 406 Officers shall promptly bring to the attention of the Audit Committee any information he or she may have concerning (i) significant deficiencies in the design or operation of internal controls which could adversely affect ICTS ability to record, process, summarize and report financial data or (ii) any fraud, whether or not material, that involves management or other employees who have a significant role in ICTS’s financial reporting, disclosures or internal controls.

•

The Section 406 Officers shall promptly bring to the attention of ICTS’s Corporate Compliance Officer and to the Audit Committee any information he or she may have concerning any violation of this Code of Ethics or ICTS’s Business Conduct Guidelines by any director, officer or other employee of the Company.

•

The Section 406 Officers shall promptly bring to the attention of the Corporate Compliance Officer and to the Audit Committee any material transaction or relationship that arises and of which he or she becomes aware that reasonably could be expected to give rise to an actual or apparent conflict of interest between a director or senior officer of ICTS, on the one hand, and ICTS, on the other. Any failure of a Section 406 Officer to observe the terms of this Code of Ethics or the Business Conduct Guidelines may result in appropriate disciplinary action that shall be designed to deter wrongdoing and to promote accountability to this Code of Ethics and the Business Conduct Guidelines.

•

The Audit Committee shall be responsible for recommending to the ICTS’s Supervisory Board whether and on what terms to grant to any Section 406 Officer a waiver of this Code of Ethics or the Business Conduct Guidelines. The decision to grant to any Section 406 Officer a waiver of this Code of Ethics or the Business Conduct Guidelines shall be made by the Supervisory Board and shall be promptly disclosed to the public and ICTS’s shareholders in accordance with applicable law and listing standards.

"4.

The management board members and the supervisory board members shall be appointed by the general meeting. A member of the management board and supervisory board respectively shall be appointed for a term of office which shall lapse immediately after the close of the annual meeting held in the year after his appointment. The members of the management board and supervisory board respectively may be reappointed in that annual meeting with due observance of the term of office stated in this paragraph 4.

"9.	In the event of a vacant seat or upon inability to act of one or more management board members, the supervisory board may appoint one or more persons who shall temporarily be in charge of the management of the company.".

"2.

Minutes of the proceedings at the general meeting of shareholders shall be kept by a person to be designated for this purpose by the chairman - as such he may also designate himself - which minutes shall be adopted by the chairman and the secretary of that meeting and in evidence thereof shall be signed by them.".

1.	The public limited liability company bears the name: ICTS International N.V. and has its official seat in Amstelveen, the Netherlands.

2.	The company is established for an indefinite period.

1.	The objects of the company are:

a.

to advise on and provide further services relating to the security of persons and goods and to provide such security (or have it provided) on the instructions of companies, government agencies and individuals; in particular, but not exclusively: to have them installed, manage and monitor security systems for the purpose of preventing and combating crime and terrorism on and at premises, buildings, installations, vessels and aircrafts (or have them installed);

b.

acquiring and disposing of - either alone or jointly with others - participations or other interests in companies and businesses, cooperating with companies and businesses and managing them;

c.

the acquiring, managing, exploiting, encumbering and disposing of goods - including intellectual and industrial property rights - as well as capital investing;

d.

lending money, or causing money to be lent, in particular - but not exclusively - to legal entities and companies that are subsidiaries and/or group companies of the company or in which the company has a participating interest - all with due observance of the provisions of the law - as well as borrowing money, or causing money to be borrowed;

e.

concluding agreements whereby the company binds itself as guarantor or as joint and several debtor, warrants performance by or on behalf of others, in particular - but not exclusively - on behalf of legal entities and companies as referred to above under d, all with due observance of the provisions of paragraph 2 of this article;

f.

performing all activities which are connected with or may be conducive to the above;

g.

engaging in all other factual and legal acts which under Dutch law may be performed by the company.

2.

Unless the provisions of Section 98c of Book 2 of the Dutch Civil Code are applicable, the company may not, in view of others subscribing for or acquiring shares in its capital or depositary receipts thereof, provide security, give a price guarantee, warrant performance in any other manner or bind itself severally or otherwise beside or on behalf of others.

1.	In the articles of association the following words shall have the following meanings;

a.

management board/management board member(s): the management board/management board member(s) within the meaning of Book 2 of the Dutch Civil Code;

b.

supervisory board/supervisory board member(s): the supervisory board/supervisory board member(s) within the meaning of Book 2 of the Dutch Civil Code;

c.

shares: shares in the capital of the company;

d.

general meeting: the company body formed by shareholders and other persons entitled to vote on shares;

e.

general meeting of shareholders: the meeting of shareholders and other persons with meeting right;

f.

annual meeting: the general meeting of shareholders for the purpose of discussion and adoption of the annual accounts;

g.

annual accounts: the balance sheet and the profit and loss account with the explanatory notes, both prepared as well as adopted, unless the context indicates otherwise;

h.

meeting right: the rights designated by law to holders of depositary receipts for shares issued with the cooperation of the company;

i.

the law: the law of the Netherlands.

2.	In these articles of association, the term "in writing" shall mean by letter, by e-mail, or by any other legible and reproducible message transmitted by electronic means, provided that the identity of the sender can be established with sufficient certainty.

1.	Shares may not be divided into sub-shares.

2.	Shares shall be registered.

3.	Registered shares are available:

-

in the form of an entry in the share register without the issuance of a share certificate (shares without share certificates);

-

as well as, at the shareholder's option, in the form of an entry in the share register with the issuance of a share certificate (shares with share certificate).

4.	At the request of a shareholder, collective share certificates may be issued to him for any number of shares. Share certificates shall include collective share certificates.

5.	Share certificates shall be signed by or on behalf of the management board by means of an original signature or by means of a facsimile signature.

6.	Subject to the approval of the supervisory board, the management board may determine that share certificates shall be issued for trading on foreign stock exchanges which meet the requirements to be set by the foreign stock exchange or exchanges concerned and which do not carry a dividend sheet.

7.	One or more share certificates shall be issued to a shareholder for his shares at his request.

8.	The management board may issue duplicates of damaged share certificates which, in the opinion of the management board, are still identifiable; the management board shall then arrange for the destruction of the damaged documents.

2.	Shares may be pledged. A pledge may also be established without acknowledgement by or service to the company.

3.

A shareholder without voting rights as a result of a restricted right established on his shares and a usufructuary and a pledgee with voting rights, shall have the rights conferred by law upon the holders of depositary receipts issued for shares with the cooperation of the company. Usufructuaries and pledgees of shares who do not have voting rights shall not be entitled to such depositary receipt holders rights.

1.

With due observance of the provisions of the law, a register shall be kept by or on behalf of the company with respect to registered shares, which register shall be kept up to date and may (entirely or partly) consist of several copies and be kept in several places, all as the management board shall decide.

2.	The name and address of each shareholder, as well as such other particulars as the management board, whether at the request of a shareholder or not, may deem desirable, shall be entered in the register.

3.	The management board shall determine the form and content of the share register with due observance of the provisions of the first two paragraphs of this article.

4.	A shareholder who so requests shall be provided free of charge with a statement of the information contained in the register regarding the shares registered in his name, which statement may be signed by a special representative designated for this purpose by the management board.

5.	The provisions of the foregoing paragraphs shall apply mutatis mutandis to those who have a right of usufruct or a right of pledge on one or more shares, subject to the provision that the other information required by law shall also be recorded in the register.

1.	The provisions of the law shall apply to the transfer of shares as well as to the creation and transfer of a restricted right thereon.

2.	To any attribution of shares in the division of any community, the transfer requirements prescribed by law shall apply mutatis mutandis.

1.

The general meeting – or as the case may be the supervisory board, if and insofar as it has been designated for that purpose by the general meeting - shall decide to issue shares; if the supervisory board has been designated for that purpose, the general meeting may not decide to issue shares as long as the designation remains in force.

2.	The general meeting or, as the case may be, the supervisory board shall determine the issue price and the other conditions of issuance, including payment in foreign currency on shares.

3.

If the supervisory board is designated as being authorized to resolve to issue shares, the number of shares that may be issued shall be determined at the time of such designation. When such designation is made, the duration of the designation, which may not exceed five years, will also be fixed. The designation may each time be extended for a period not exceeding five years. Unless stipulated otherwise in the designation, it cannot be withdrawn.

4.	The provisions of paragraphs 1 through 3 of this article shall apply mutatis mutandis to the granting of rights to subscribe for shares, but shall not apply to the issuance of shares to a person exercising a previously acquired right to subscribe for shares.

6.	Shares shall never be issued below par, without prejudice to the provisions of section 80, paragraph 2 of Book 2 of the Dutch Civil Code.

7.	Payment on shares shall be made in cash, insofar as no other contribution has been agreed to, such subject to the relevant provisions of the law. Payment in cash may be made in foreign currency if the company so agrees, again subject to the provisions of the law.

1.

In the event of an issuance of ordinary shares, the shareholders will have a pre-emptive right in proportion to the total amount of each person's shares, with due observance of the restrictions laid down by the law. Holders of ordinary shares will have the same pre-emptive right when rights to acquire ordinary shares are granted.

2.

With due observance of the relevant provisions of the law, the pre-emptive right may be restricted or excluded by the general meeting or, if so designated by a resolution of the general meeting for a period not exceeding five years, by the supervisory board. Such a designation can only be made if the supervisory board is designated, or simultaneously designated, as the company body authorized to resolve to issue shares.

1.	Acquisition by the company of non-paid-up shares in its capital shall be null and void.

2.	Fully paid-up shares in its own capital may only be acquired by the company for no consideration or if:

a.

the net equity, less the acquisition price, is not less than the paid and called-up part of the capital increased by the reserves that must be maintained by law or by the articles of association;

b.

the nominal amount of the shares to be acquired and the shares already held by the company and its subsidiaries jointly does not exceed two-tenths of the issued capital;

3.

The validity of the acquisition is determined by the amount of the net equity according to the most recently adopted balance sheet, less the acquisition price for shares in the capital of the company and distributions from profits or reserves to others, which the company and its subsidiaries owed after the balance sheet date. If more than six months of a financial year have elapsed without the annual accounts having been adopted, acquisition, other than for no consideration, is not permitted in accordance with paragraph 2.

4.	The company may only acquire shares in its capital other than for no consideration after the general meeting has authorized the management board to do so.

6.	The term shares in the previous paragraphs of this article shall include depositary receipts thereof.

7.	Acquisition of shares contrary to the provisions of this article shall be null and void. The managing directors shall be jointly and severally liable to the disposer in good faith who suffers loss as a result of the nullity.

8.

The general meeting may, provided it does so on the proposal of the supervisory board, decide to reduce the issued capital by cancellation of shares or by reducing the amount of shares by amending the articles of association. This resolution must designate the shares to which the resolution relates and provide for the implementation of the resolution. The paid-up and called-in part of the capital must not fall below the minimum capital prescribed at the time of the resolution.

9.	A resolution to cancel may only relate to shares held by the company itself or for which it holds the depositary receipts.

10.	Partial repayment on shares or exemption from the obligation to pay up shall only be possible in implementation of a resolution to reduce the amount of the shares. The repayment or exemption must take place proportionally on all shares.

11.

The notice convening a meeting at which a resolution as referred to in paragraphs 8 or 10 of this article is to be passed shall state the purpose of the capital reduction and the manner in which it is to be carried out. The provisions of article 21 of these articles of association shall apply mutatis mutandis.

12.	The company shall file the resolutions referred to in paragraphs 8 or 10 of this article at the office of the commercial register and shall announce the filing in a national newspaper.

1.	The company shall be managed by a management board consisting of one or more management board members. The management board shall be supervised by a supervisory board consisting of one or more members. Only individuals may be supervisory board members.

2.	The number of management board members and supervisory board members shall be determined by the general meeting.

3.

The supervisory board shall determine the remuneration and other terms of employment of each of the management board members. The supervisory board may fix the joint remuneration of its members up to a maximum amount of two million American dollars (USD 2,000,000.--) in total or the equivalent in other currencies per year. A combined remuneration of the members of the supervisory board in excess of the aforementioned amount may only be granted by the general meeting.

4.

The management board members and the supervisory board members shall be appointed by the general meeting. A member of the management board and supervisory board respectively shall be appointed for a term of office which shall lapse immediately after the close of the annual meeting held in the year after his appointment. The members of the management board and supervisory board respectively may be reappointed in that annual meeting with due observance of the term of office stated in this paragraph 4.

5.	Management board members and supervisory board members may be suspended and dismissed at any time by the general meeting.

6.	If, in the case of a suspension of a management board member or supervisory board member, the general meeting has not resolved within three months thereafter to dismiss him, the suspension shall end.

1.	With due observance of the articles of association and the law, the management board shall be charged with the management of the company. In performing their duties the management board members shall act in accordance with the interests of the company and the business connected with it.

2.	If there is more than one management board member, the management board members may divide their duties by mutual agreement.

3.	The management board decides by direct majority vote.

4.	The management board may also pass resolutions outside of a meeting, provided this is done in writing, all management board members have cast their votes and none of them has objected to this manner of decision-making.

5.	The company shall be represented by the management board. Any two members of the management board acting jointly shall also be authorized to represent the company.

6.	The management board shall be authorized to appoint officers with power of representation with such titles and powers as it may determine.

7.

A management board member shall not participate in deliberations and the decision-making process in the event of a direct or indirect personal conflict of interest between that management board member and the company and the enterprise connected with it. If there is such personal conflict of interest in respect of all management board members, the decision shall be taken by the supervisory board.

9.	In the event of a vacant seat or upon inability to act of one or more management board members, the supervisory board may appoint one or more persons who shall temporarily be in charge of the management of the company.

1.	It shall be the duty of the supervisory board to supervise the policy of the management board and the general course of affairs in the company and in the business connected with it. It shall assist the management board with advice.

2.	The management board shall provide the supervisory board in good time with the information required for the performance of its duties and shall furthermore provide each supervisory board member with all information concerning the company's business that the latter may require.

3.	The supervisory board may have experts assist it in the performance of its duties for the account of the company.

5.	Each member of the supervisory board as well as the management board shall be authorized to convene a meeting of the supervisory board. A member of the supervisory board may be represented at a meeting of the supervisory board by another member of the supervisory board holding a written proxy.

7.	The supervisory board may also adopt resolutions outside a meeting, provided this is done in writing, all supervisory board members have cast their votes and none of them objects to this manner of decision-making.

8.	If there is only one supervisory board member, he shall have all the powers and obligations assigned and imposed by these articles of association to the supervisory board and its chairman.

9.

A supervisory board member shall not participate in the deliberations and decision-making process in the event of a conflict of interest between that supervisory board member and the company and the enterprise connected with it. If there is such a personal conflict of interest in respect of all supervisory board members, the preceding sentence does not apply and the supervisory board shall maintain its authority.

10.

In the event of a vacant seat or upon inability to act of one or more supervisory board members, the remaining supervisory board members or the only remaining supervisory board member shall temporarily be in charge with the exercise of the duties and powers of the supervisory board member in question.

11.

In the event all seats are vacant or upon inability to act of all supervisory board members, or the sole supervisory board member, as the case may be, the general meeting shall have the authority to temporarily entrust the exercise of the duties and powers of the supervisory board members to one or more persons.

1.	General meetings of shareholders shall be held in the place where the company has its official seat or in Amsterdam, Rotterdam or The Hague.

2.	At least one general meeting of shareholders shall be held each year, within six months after the end of the financial year.

3.

The management board and the supervisory board shall be equally authorized to convene a general meeting. The management board and the supervisory board shall be obliged to convene a general meeting if one or more holders of shares who jointly represent at least one-tenth of the issued capital so request in writing, specifying the subjects to be dealt with.

4.	All convocations for the general meetings of shareholders and all notifications to shareholders shall take place by means of letters sent to the addresses listed in the register of shareholders.

5.

Notices which by law or in accordance with the articles of association must be given to the general meeting may be given by including them in the notice convening the meeting or in the document deposited at the company's offices in Amsterdam for information purposes, provided that this is stated in the notice convening the meeting.

6.

If all of the issued capital is represented at the meeting and also all others who must be notified to attend the meeting in accordance with the law or these articles of association, the general meeting of shareholders may pass valid resolutions on all subjects to be discussed, provided it does so unanimously, even if the provisions of the law or these articles of association regarding convocation of the general meeting of shareholders have not been complied with.

7.

Each shareholder and each person to whom the law grants this right shall be entitled, either in person or by written proxy, to attend the general meeting of shareholders, to address the meeting and, if the voting rights accrue to him, to exercise his voting rights. Before being admitted to a meeting, a shareholder and the person referred to in the preceding sentence or their proxy shall sign an attendance list, stating his name and, if applicable, the number of votes he may cast. A proxy shall also state the name of the person for whom he is acting.

8.

The management board may resolve that the powers referred to in the first sentence of article 16.7 may be exercised by means of electronic communication. If a shareholder and any person with meeting right participates by means of electronic communication, it is required that the electronic communication allows for identification of the shareholder and any person with meeting right, for such person to directly take notice of the proceedings in the meeting and for the casting of votes (if applicable). Furthermore, it shall be required that the electronic communication allows for the shareholder and any person with meeting right to participate in discussions in the meeting. The management board may subject the use of the electronic communication to further conditions, provided that these conditions are reasonable and necessary for identification and the reliability and security of the communication, and are included in the notice of the meeting.

9.	Admission to the general meeting of shareholders shall be granted to the supervisory board members, the management board members and all other persons entitled to admission by law. The general meeting of shareholders may grant access to the meeting to persons other than those referred to above.

10.

In deviation from the provisions of article 16.7, the management board may determine that such persons shall be deemed to have the right to vote and the right to attend the general meeting of shareholders as at a time to be determined by the management board are registered as shareholders in one or more registers designated by the management board, regardless of who is entitled to the relevant shares at the time of the general meeting of shareholders. The notice convening the meeting must state the registration date and also indicate the manner in which registration may take place and the manner in which shareholders may exercise their rights. The management board determines the manner in which shareholders may have themselves registered and the manner in which they may exercise their rights. The registration date shall be determined with due observance of applicable statutory provisions.

1.	The general meeting of shareholders shall be chaired by the chairman of the supervisory board or, in his absence, by the person designated for that purpose by the supervisory board, from its midst or otherwise.

2.

Minutes of the proceedings at the general meeting of shareholders shall be kept by a person to be designated for this purpose by the chairman - as such he may also designate himself - which minutes shall be adopted by the chairman and the secretary of that meeting and in evidence thereof shall be signed by them.

2.

Resolutions of the general meeting of shareholders are passed by an absolute majority of the votes cast in a meeting where at least half the issued capital is represented. The provisions of Section 120, paragraph 3 of Book 2 of the Dutch Civil Code shall not apply. Resolutions of the general meeting of shareholders to amend the articles of association, to reduce the capital, to dissolve the company or to merge shall be passed by a majority of at least two-thirds of the votes cast representing at least half of the issued capital.

3.	If there is a tie in voting in an election of members of the supervisory board, the chairman of the supervisory board shall decide; if there is a tie in voting in another election, the proposal shall be deemed to have been rejected.

4.	Blank votes and invalid votes shall be considered votes not cast. They shall count towards the determination of a quorum.

2.

Annually, within five months after the end of the company's financial year, unless this term is extended by no more than five months by the general meeting on the basis of special circumstances, the management board shall draw up annual accounts and shall make these available for inspection by the shareholders at the company's offices. Within this period - unless Section 403 of Book 2 of the Dutch Civil Code applies to the company - the management board shall also prepare the management report and shall make it available for inspection as aforesaid. These documents shall be accompanied by the information as referred to in Section 392, paragraph 1 of Book 2 of the Dutch Civil Code and, if there is such information, the preliminary advice of the supervisory board. The annual accounts shall be signed by all management board members and supervisory board members; if the signature of one or more of them is missing, this and the reason for it shall be stated.

3.

Without prejudice to the provisions of the preceding paragraph, the company shall ensure that the documents referred to in that paragraph are available at its offices for inspection as from the date of the notice convening the general meeting of shareholders for its consideration. Copies of these documents may be obtained by those entitled to inspect them free of charge.

4.	The annual accounts shall be adopted by the general meeting. Without prejudice to the provisions of sections 139 and 150 of Book 2 of the Dutch Civil Code, adoption of the annual accounts without reservation shall discharge the management board members and supervisory board members.

1.	The profit shall be determined according to standards which are considered generally acceptable.

2.	From the profit as shown in the annual accounts adopted by the general meeting, such amount may be reserved as the supervisory board shall determine.

3.	The profit remaining after application of the provisions of paragraph 2 of this article shall be at the disposal of the general meeting.

4.	The company may only make distributions to the shareholders from the profit to the extent that the net equity exceeds the paid and called-up part of the capital plus the reserves that must be maintained by the law or by the articles of association.

5.	Distribution of profits shall only take place after the adoption of the annual accounts showing that such distribution is permitted.

6.	Shares or depositary receipts for shares held by the company in its entirety in its capital or on which it has a right of usufruct shall not be taken into account in calculating the profit distribution.

7.	The company may make interim distributions, provided that the provisions of paragraph 4 are observed. The payment of an interim distribution is decided by the management board after obtaining the approval of the supervisory board.

8.	The supervisory board shall determine the day on which distributions on shares are made payable, which shall not be later than three months after the resolution to make the distribution was adopted. Payment will be announced in accordance with the provisions of article 16 paragraph 4.

9.	Distributions which have not been disposed of within five years after the day on which they were made payable shall revert to the company.

1.	In the event of the dissolution of the company, the liquidation shall be carried out by the management board under the supervision of the supervisory board.

4.	The balance remaining after all debts of the company have been paid shall be distributed to the shareholders in proportion to the amount paid up on each of their shares.

1.

The company shall, within the limits of the law, indemnify and defray expenses for each present and former member of the supervisory board, member of the management board, officer, employee and authorized representative, if and as soon as he or she, by reason of his or her relation to the company, becomes involved or is threatened with becoming involved in an impending, pending or completed action or proceeding.

2.	The company is authorized, within the limits of the law, to take out liability insurance for the persons referred to in paragraph 1. of this article.

(Continued and to be signed on the reverse side)