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Articles of association of Administration Office Ballast Nedam (Stichting Administratiekantoor van aandelen Ballast Nedam)

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In effect as of 13 April 2005

Articles of association of Stichting Administratiekantoor van aandelen Ballast Nedam having its seat in Nieuwegein, as they read after the deed of amendment to the articles, executed on 13 April 2005 before H.B.H. Kraak, civil-law notary in Amsterdam.

Name and seat

Article 1.
  1. The name of the foundation is:
    Stichting Administratiekantoor van aandelen Ballast Nedam.
  2. Its registered seat is in Nieuwegein.
Objects

Article 2.
  1. The objects of the foundation are:
    1. to issue convertible bearer depositary receipts for registered shares in the capital of the public limited liability company Ballast Nedam N.V. (the ‘company’), which are transferred to the foundation for the purpose of administer such shares;
    2. to control and administer the shares and to collect all payments attached to the shares;
    3. to exercise all rights accruing to the shares, including voting rights, with due observance of paragraph 3 of this article;
    4. to carry out all such actions as are connected with the above, ensuing therefrom or conducive thereto.
  2. Any business transaction that could entail commercial risk for the foundation is excluded.
  3. In exercising its voting rights, the foundation shall be guided primarily by the interests of the depositary receipt holders, taking the interests of the company and its affiliated enterprise into account.
  4. The management board of the foundation shall, if desired, make a statement about how it proposes to vote at the general meeting of shareholders of the company.
Management

Article 3.
  1. The management board is entrusted with the management of the foundation.
  2. The management board is not authorised to enter into agreements with respect to the acquisition, alienation or encumbrance of registered goods, nor to enter into agreements by which the foundation undertakes to provide surety or to commit itself as joint and several debtor, to warrant performance by a third party or to provide security for the debts of a third party.
  3. The management board may, in consultation with the company, pay the members of the management board a remuneration commensurate with the significance and scope of their duties.
Article 4.
  1. The management board consists of three members.
  2. In case of one or more vacancies, the management board will continue to be competent subject to article 9 paragraph 1.
  3. Managing directors cannot be:
    1. managing directors or supervisory directors of the company and/or its subsidiaries;
    2. husbands, wives and relatives up to and including the fourth degree of the managing directors or supervisory directors of the company and/or its subsidiaries;
    3. employees of the company and/or its subsidiaries;
    4. permanent advisors of the company, including the advisor as meant in article 2:393 Dutch Civil Code, the civil-law notary and the lawyer of the company;
    5. former managing directors, supervisory directors and employees of the company and/or its subsidiaries;
    6. former permanent advisors of the company as referred to before, though only during the first three years after the termination of their advisorship;
    7. managing directors and employees of any banking institute with which the company maintains a permanent and significant relationship.
Article 5.
  1. The members of the management board are appointed by the management board.
    The meeting of holders of depositary receipts may recommend persons for appointment.
    The management board will inform them in a timely manner, that and when a vacancy needs to be fulfilled.
  2. Before a member of the management board resigns, a decision must be made as to his succession, if possible.
    Before the vacancy occurs, this decision can be amended any time.
  3. Members of the management board are appointed for a period of four years and may be re-appointed twice after that period.
  4. Members of the management board shall retire by rotation, to be determined by the board, which rotation has been made in such a way that each member retires no later than the fourth year following his/her (final re)appointment.
    With regard to retirement by rotation, board members, appointed in interim positions, shall take the place of those being replaced.
  5. The management board shall elect a chairman from among its midst.
Article 6.

Membership of the management board ends:
  1. by death or resignation, and in the case of a member of the management board/legal person, also in the event of its dissolution;
  2. in case of a member of the management board, in the opinion of the management board, being permanently absent or prevented from acting;
  3. by the lapse of the above-mentioned term of four years;
  4. in the event of a member of the management board being declared bankrupt, requesting a suspension of payments or being placed under curatorship;
  5. obtaining a quality which is incompatible with the membership of the management board, as described in article 4 paragraph 3.
Representation

Article 7.
  1. The management board will represent the foundation.
    The authority to represent the foundation also is vested in two members of the management board acting jointly.
  2. The management board of the foundation may grant a board member and/or one or more third parties a written power of attorney to represent the management board in the implementation of a resolution of the management board adopted by the foundation.
Meetings

Article 8.
  1. The management board meets each time before a general meeting of shareholders in the company, from which the foundation has acquired shares against the issue of depositary receipts, and as often as any one member of the management board deems such necessary.
  2. The meetings shall be convened by the chairman.
    In the absence of this convocation, the meeting shall be convened by the member of the management board who deems the meeting necessary.
    All convocations are done in writing with due observance of a convocation notice of seven days, not taking into account the day of the meeting and the day of the convocation.
    The convocation should include in terms of the agenda to be dealt with in the meeting.
    Nevertheless, the management board may adopt valid resolutions even if the meeting has not been convened in the manner described above, provided all the members of the management board are present or represented and they all approve.
  3. The meetings of the management board shall be presided by the chairman and, in his absence, by the party designated for that purpose by the meeting.
    Minutes of the business transacted in the meeting shall be taken, which minutes shall be adopted in the same meeting or in the subsequent meeting, and in evidence thereof signed by the chairman.
  4. The chairman of the management board of the company and/or the financial member of the management board of the company, at the invitation of the management board of the foundation, shall attend the meetings of the management board and shall have an advisory vote.
    The management board of the foundation shall invite them for that purpose to attend board meetings of the foundation at least twice a year.
Article 9.
  1. Valid resolutions shall be adopted in meetings convened in the manner prescribed by the articles and at which at least two members of the management board are present or represented.
  2. A unanimous written declaration from the joint members of the management board has the same legal force as a resolution adopted unanimously in a meeting of the management board at which all active members of the management board are present or represented.
  3. Absent members of the management board may be represented by a co-member of the management board by virtue of a written power of attorney.
  4. All resolutions of the management board shall be adopted with a full majority of the valid votes cast, unless the articles or the terms of administration prescribe a larger majority.
  5. Each member of the management board has the right to cast one vote.
  6. In case of a tie in voting, the vote of the chairman will be decisive.
Financial year

Article 10.

The financial year of the foundation corresponds with the calendar year.

Accounts and accountability

Article 11.
  1. The management board is obliged to maintain records of the capital position of the foundation and to keep the relevant records in such a manner that the rights and obligations of the foundation can be retrieved at any time.
  2. Annually, within six months after the end of the financial year, the management board is obliged to draw up a balance sheet and a profit and loss account of the foundation.
  3. The management board can, before proceeding with the adoption of the accounts meant in paragraph 2, have these audited by an expert to be designated by them as referred to in article 2:393 Dutch Civil Code or an organisation in which such experts cooperate.
    This expert shall file a report of his audit with the management board and present the findings of his audit in a declaration.
  4. The management board is obliged to keep the documents referred to in paragraphs 2 and 3 for a period of seven years.
Meeting of holders of depositary receipts

Article 12.

The foundation shall convene the holders of depositary receipts in meetings every time the foundation considers this desirable and in case these articles or the terms of administration require it.
Furthermore, the provisions of the terms of administration are applicable to meetings of holders of depositary receipts. Rules

Article 13.

The management board may adopt internal rules with respect to those subjects which, in the opinion of the management board, require further regulation.
The board rules may not contain any provision contrary to these articles or the provisions of the law.

Delegation

Article 14.

The management board may under its own authority delegate the duties in connection with the administration entirely or in part to another institution.

Amendment to the articles

Article 15.
  1. The management board is authorised to amend the articles.
  2. A resolution by the management board to amend the articles may only be adopted in a plenary meeting.
    The convocation to the meeting in which an amendment of the articles is proposed shall be accompanied by a copy of the proposal containing the verbatim text of the proposed amendment.
  3. A resolution to amend the provisions of these articles shall require the approval of the company and Euronext Amsterdam N.V.
  4. An amendment to the articles shall only come into force after the drawing up of a notarial deed thereof.
    Each member of the management board is authorised to have this deed executed.
Dissolution and liquidation

Article 16.
  1. The management board is authorised to dissolve the foundation.
  2. The resolution of the management board to dissolve the foundation requires the approval of the company.
  3. After such dissolution, liquidation shall be effected by the management board.
  4. The shares held by the foundation shall, after its dissolution, be transferred to the holders of depositary receipts against cancellation of the depositary receipts issued in return for these shares, unless the task of the foundation is transferred to another institution by virtue of a resolution of the management board, in which case the shares held by the foundation shall be transferred to this institution.
  5. After the completion of the liquidation, the books and the documents of the dissolved foundation shall remain in the custody of the person designated by the liquidators for the period stipulated by law.
Terms of administration

Article 17.
  1. The management board shall lay down terms for the administration of shares in the company by notarial deed ‘terms of administration’, and is authorised to resolve to amend the same.
  2. The provisions of article 15 shall apply mutatis mutandis to a resolution to amend the terms of administration, without prejudice to the relevant provisions in the terms of administration.