Auditors’ report
Introduction
We have audited the financial statements of Vedior N.V., Amsterdam, for the year ended 31 December 2005 as set out on pages 54 to 90. These financial statements consist of the consolidated financial statements and the Company financial statements. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

Scope
We conducted our audit in accordance with auditing standards generally accepted in the Netherlands. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Opinion with respect to the consolidated financial statements
In our opinion, the consolidated financial statements give a true and fair view of the financial position of the Company as at 31 December 2005 and of the result and the cash flows for the year then ended in accordance with International Financial Reporting Standards as adopted by the EU and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code as far as applicable.

Furthermore, we have established to the extent possible that the annual report is consistent with the consolidated financial statements.

Opinion with respect to the Company financial statements
In our opinion, the Company financial statements give a true and fair view of the financial position of the Company as at 31 December 2005 and of the result for the year then ended in accordance with accounting principles generally accepted in the Netherlands and also comply with the financial reporting requirements included in Part 9 of Book 2 of the Netherlands Civil Code.

Furthermore we have established to the extent possible that the annual report is consistent with the Company financial statements.

Amsterdam, 1 February 2006
Deloitte Accountants B.V.

H.H.H. Wieleman

Provisions of the Articles of Association concerning appropriation of net profit
Article 31 of the Articles of Association as currently worded, states the following with regard to the most important provisions applying to the appropriation of net profit.

Each year the Board of Management shall determine, with the approval of the Supervisory Board, what portion of the net profit is to be reserved. After allocation to reserves, €6.00 shall be paid on each of the issued preference B shares.

If the net profit available for payment is not sufficient for these dividend payments, payments on the preference B shares shall be made in proportion to the said amounts. The part of the net profit remaining after allocation to reserves and after dividend payment on the preference shares shall be paid as dividend on ordinary shares. The General Meeting of Shareholders may resolve on motion of the Board of Management which has been approved by the Supervisory Board to make payments to the shareholders out of the distributable part of the shareholders’ equity. The Board of Management may decide that a payment on ordinary shares is not paid wholly or partly in cash but in shares of the Company or certificates thereof, or in shares or certificates thereof in a subsidiary of the Company.

Appropriation of net profit
The net profit of €154 million (2004: €116 million) will be added to reserves after payment of the proposed dividend of €42 million.

Dividends/payments out of the distributable part of the Equity
For 2004, a payment of €0.20 was made on each ordinary share. Holders of (depositary receipts of) ordinary shares on 3 May 2005 could elect to receive this payment in cash or in (depositary receipts of) ordinary shares. For those that elected to receive (depositary receipts of) ordinary shares, they were entitled to a payment of one (depositary receipts of) ordinary share for every 54 (depositary receipts of) ordinary shares that they held, which corresponded to the average price per BDR of €11.35 on Euronext Amsterdam on 23 May 2005.

In October 2005, an interim dividend of €2.40 was paid on each preference B share.

It will be proposed to the General Meeting of shareholders to resolve a dividend up to the following amounts:

The proposed dividend per (depositary receipt of an) ordinary share amounts to €0.25. The proposed dividend per (depositary receipt of a) preference B share amounts to €6.00 (including interim dividend).