('Foundation for ordinary Vedior Shares', hereafter referred to as the 'Foundation')

To the holders of depositary receipts of ordinary Vedior shares

Introduction
The Board of the Foundation hereby reports on its activities in 2005. This report has also
been published on Vedior’s corporate website. Copies of the Foundation’s articles of association and trust conditions as well as all other publicly available information relating to the Foundation are available free of charge and have also been published on Vedior’s corporate website. The Board of the Foundation is made up of individuals who are independent and have no financial interest in the Company’s affairs.

Objective
The Foundation issues depositary receipts in exchange for ordinary Vedior shares which it then holds in its own name to facilitate admini­stration and to allow the Foundation to exercise the rights attached to them.

Vedior depositary receipts are securities under Dutch law and are traded on Euronext Amsterdam, with each depositary receipt repre­-senting one ordinary share. All ordinary shares of Vedior N.V. are registered and not listed on any securities exchange, and there is currently no trading market for them. Depositary receipts may be freely converted into ordinary shares at any time by submitting a written request to the Foundation.

Exercise of voting rights
Each holder of depositary receipts who is present at a General Meeting of shareholders in person automatically obtains the right to vote the underlying ordinary shares without having to file a specific request with the Foundation. Holders of depositary receipts who do not attend the General Meeting of shareholders also have the opportunity to issue a binding voting instruction to the Foundation. The Board of the Foundation will exercise the voting rights on any shares which are not represented by depositary receipt holders at the meeting including those for which it has not received a binding voting instruction. In exercising voting rights, the Board of the Foundation shall be guided primarily by the interests of the holders of depositary receipts, but will also take into account the interests of Vedior N.V., the enterprise associated with it and all other parties involved.

Additional information on how holders of depositary receipts can vote at a General Meeting of shareholders, in person or by proxy, can be found in the ‘Information for Shareholders’ section.

Activities in 2005
In the year under review, the Foundation held the ordinary shares for which depositary receipts had been issued. As at 31 December 2005, the Foundation held a nominal amount of €8,287,966.25 in ordinary shares with a nominal value of €0.05 each, for which 165,759,325 bearer depositary receipts with a nominal value of €0.05 each were issued. As compared to 31 December 2004, this amounts to an increase of 2,776,359. The increase consists of:

	712,828 from exercised option rights;
	63,182 for the benefit of the Employee Stock Purchase Plan for employees in the USA;
	1,963,446 as a result of payments from reserves to shareholders in depositary receipts;
	36,903 from certifying existing shares.

The Board of the Foundation held two meetings in the year under review. In the first meeting, held on 27 April 2005, the Board discussed the annual report and the performance of Vedior in 2004 in detail. The Foundation’s financial statements for 2004 were adopted. The Board discussed the agenda for the Annual General Meeting of shareholders to be held on 29 April 2005, and took preliminary decisions on how to exercise the voting rights attached to the ordinary shares held by the Foundation. The proposal to extend the authority of the Board of Management of Vedior to issue shares and the proposal to redeem the preference A and B shares were discussed extensively. The Board also discussed the agenda for the meeting of holders of depositary receipts which was held immediately following the Annual General Meeting of share­holders. In a separate meeting held on 27 April 2005 and immediately following the Board’s meeting, the Chairman of the Board of Management and Chief Financial Officer of Vedior discussed the financial performance of Vedior and operational issues in 2004 with the members of the Board of the Foundation.

The second meeting of the Board of the Foundation was held on 19 October 2005. At this meeting the Board discussed the Annual General Meeting of shareholders and the meeting of holders of depositary receipts, both held on 29 April 2005, and several opinions expressed by the holders of depositary receipts at these meetings. The Board appointed Mr F.H. Schreve as a member of the Board. A separate meeting was held that same day, immediately following the Board’s meeting, to discuss the operational developments in the first six months of 2005 with the Chairman of the Board of Management and Chief Financial Officer of Vedior. These results had already been published on 28 July 2005.

Annual General Meeting of shareholders of Vedior
Mr Van Duyne and Mr Corpeleijn represented the Board of the Foundation at the Annual General Meeting of shareholders of Vedior, held on 29 April 2005. Each ordinary share entitles the holder thereof to cast 5 votes. That day, the Foundation held 163,599,650 of the total of 166,695,467 ordinary shares with a nominal value of €0.05 each and therefore could, in principle, cast 817,998,250 votes (71.9% of the total number of votes to be cast at the meeting, which total number includes the votes on the preference A and B shares). 97 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 54,664,636 depositary receipts, for which they could cast 273,323,180 votes (32.8% of the total issued ordinary share capital and 24.0% of the total number of votes to be cast at the meeting). Consequently, the Board of the Foundation could cast 544,675,070 votes (47.9% of the total number of votes to be cast at the meeting).

As indicated in its 2004 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 2004 report and corporate governance related issues affecting the Foundation at the Annual General Meeting of shareholders. During the discussion, the Chairman of the Supervisory Board of Vedior repeated Vedior’s position that when the attendance of holders of depositary receipts of ordinary Vedior shares at General 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 - Vedior will approve the cancellation of the depositary receipt structure and the dissolution of the Foundation. During the meeting, the Chairman of the Board, Mr Van Duyne, also repeated the Foundation’s position sharing the view of the Supervisory Board and Board of Management of Vedior in this respect. He said he was delighted to see that this Annual General Meeting of shareholders had come close to achieving the target turnout of 35% and encouraged Vedior to do the utmost to boost representation at future General Meetings of shareholders, so that the Foundation eventually becomes redundant. The Annual General Meeting of shareholders also authorised the Board of Management to issue shares and to restrict or exclude the pre-emptive rights. It was proposed that the authority be limited up to a maximum of 10% of the issued ordinary share capital on the day of the meeting plus a further 15% of the issued ordinary share capital in case an issue takes place in relation to a merger or acquisition. Upon suggestion by the Board of the Foundation, which believes that an additional 10% (rather than 15%) is more customary and sufficient if the issue takes place in the context of a merger or acquisition, the Chairman of the Supervisory Board stated that Vedior will not in fact avail itself of the margin between 10% and 15% in such context. All resolutions were approved during the meeting.

Meeting of holders of depositary receipts of ordinary Vedior shares
The Board convened a meeting of holders of depositary receipts on 29 April 2005, imme­-diately following the Annual General Meeting of shareholders of Vedior in order to enable holders of depositary receipts to make a recommendation for the appointment of a member of the Board of the Foundation. A vacancy arose due to the resignation under the rotation plan of Mr De Vlugt. The profile for the nominee had been included in the agenda for the meeting. He or she should (i) have broad general understanding of international entre­preneurship; (ii) have financial and economic expertise; (iii) be independent from Vedior; (iv) unconditionally endorse the objects of the Foundation and (v) be willing to accept an appointment. The Chairman of the Board of the Foundation took the opportunity to inform the attendees that the Board had found an appropriate candidate, Mr F.H. Schreve, who completely fulfils the aforementioned profile. The Chairman then invited nominations from the floor. No nominations were brought forward. The Chairman also enabled the holders of depositary receipts to discuss other issues which they consider relevant for the meeting. The Chairman repeated the Foundation’s view on the requirements for supporting a proposal to cancel the depositary receipt structure, as had already been discussed during the Annual General Meeting of shareholders of Vedior held the same day. The turnout percentage of 35% is considered to be appropriate in order to determine whether there is substantial attendance on the part of holders of depositary receipts required for decision taking at a General Meeting of shareholders. The Chairman expressed his view that if this percentage is achieved at the Annual General Meetings of shareholders held in 2006 and 2007, the Foundation would support a proposal to cancel the depositary receipt structure and to dissolve the Foundation.

Corporate governance
The Foundation fully complies with the Dutch corporate governance code (‘the Code’). In this respect, the Board of the Foundation would like to make the following remarks:

	The Board has discussed the confidence of the holders of depositary receipts in the Board of the Foundation and its impartiality during the meeting of holders of depositary receipts held on 7 September 2004. Based on the views expressed during this meeting and the discussions between the Board of Management of Vedior 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’s corporate website.
	The Foundation issues proxies to holders of depositary receipts who attend the meeting in person, allowing them to exercise the voting rights attached to the ordinary shares underlying their depositary receipts without any limitations. A procedure has been set up to enable holders of depositary receipts, who are unable to attend the meeting in person, to give a binding voting instruction to the Foundation.
	In exercising its voting rights, the Board of the Foundation shall be guided primarily by the interests of the holders of depositary receipts, taking the interests of Vedior, the enterprise associated with it and all parties involved into account. The Board of the Foundation believes it should primarily represent the holders of depositary receipts who are unable to attend or be represented at a General Meeting of shareholders of Vedior.
	The Board complies with the requirements relating to the composition of the Board and the profile of its members. A provision has been added to the articles of association of the Foundation that the meeting of holders of depositary receipts may make recommendations for the appointment to the Board of the Foundation.

Provisions have been included in 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 depo­-sitary receipts will be held (i) if according to the articles of association or the trust conditions of the Foundation a resolution has to be adopted by the meeting of holders of depositary receipts, (ii) 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 holders of depositary receipts are entitled to call such a meeting themselves) and (iii) 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 holders of depositary receipts with a simple majority of votes cast regardless of the number of depo­-sitary 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 with a simple majority of votes cast, representing at least 25% of the issued depositary receipts. If at a meeting of holders of depositary receipts the resolution is adopted with a simple majority, but this majority does not represent 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 represented by such majority.

Composition and remuneration of the Board
The composition of the Board of the Foun­dation is specified in its articles of association. The Board of the Foundation consists of three members. The Board, which should consist of at least three and at most five members, itself appoints its members. Members may not be (former) members of the Supervisory Board or Board of Management of Vedior or one of its subsidiaries, nor spouses of or relatives up to the fourth degree of members of the Super­-visory Board or the Board of Management of Vedior or one of its subsidiaries, nor (former) employees of Vedior or one of its subsidiaries nor (for the previous three years) permanent advisors to Vedior, nor mana­gers and employees of any banking institution with which Vedior maintains a permanent and substantial relation­-ship. The Board also appoints a Chairman and a Vice-Chairman from its midst. A person may be appointed to the Board for a maximum of three four-year terms. All decisions of the Board 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 (64, 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 N.V. 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 (57, 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 Chairman of the Board of Sibelco N.V. (Belgium).

Mr F.H. Schreve (64, Dutch)
Mr Schreve has been a member of the Board since 2005, and holds his current appointment until 2009. He was Chief Executive Officer of Heidemij/Arcadis NV, Rabobank International and Koninklijke Ten Cate NV. Mr Schreve is currently Chairman of the Supervisory Board of Fugro N.V., member of the Supervisory Board of OPG Groep N.V., Chairman of Stichting Preferente Aandelen H.E.S. Beheer N.V. and member of Stichting Administratiekantoor van Aandelen N.V. Twentsche Kabel Holding.

The Chairman and the other Board members receive an annual remuneration for their activities for the Foundation of respectively €10,000 and €7,000.

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. All costs relating to the administration are borne by Vedior, 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 Neder­-lands Trustkantoor (ANT), Herengracht 420 in Amsterdam, is in charge of the administration of shares. In 2005, the expenses related to the Foundation’s activities amounted to €74,516.

Meetings with holders of depositary receipts in 2006
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 to be held on 28 April 2006 at 10.00am 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 of shareholders.

Amsterdam, 1 February 2006
The Board of ‘Stichting Administratie-kantoor van gewone aandelen Vedior’
J.F. van Duyne
W.F.Th. Corpeleijn
F.H. Schreve

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 Euronext Rulebook, Book II, Algemeen Reglement Euronext Amsterdam Stock Market.

Amsterdam, 1 February 2006
The Board of Management of Vedior N.V.
The Board of ‘Stichting Administratiekantoor van gewone aandelen Vedior’