To the general meeting of shareholders of Vedior N.V.

Auditors’ report

Report on the financial statements

We have audited the accompanying financial statements 2006 of Vedior N.V., Amsterdam as set out on pages 52 to 87. The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December 2006, profit and loss account, statement of changes in equity and cash flow statement for the year then ended, and a summary of significant accounting policies and other explanatory notes. The company financial statements comprise the company balance sheet as at 31 December 2006, the company profit and loss account for the year then ended and the notes.

Management’s responsibility
Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Netherlands Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility
Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit 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 Vedior N.V. as at 31 December 2006, and of its result and its cash flow for the year then ended in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands Civil Code.

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 Vedior N.V. as at 31 December 2006, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands Civil Code.

Report on other legal and regulatory requirements

Pursuant to the legal requirement under 2:393 sub 5 part e of the Netherlands Civil Code, we report, to the extent of our competence, that the management board report is consistent with the financial statements as required by 2:391 sub 4 of the Netherlands Civil Code.

Amsterdam, 7 February 2007
Deloitte Accountants B.V.


H.H.H. Wielerman

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 €186 million attributable to equity holders of Vedior N.V. (2005: €158 million) will be added to the legal reserves for €8 million (2005: €4 million) and €178 million (2005: €154 million) will be added to retained earnings.

Dividends
For 2005, a payment of €0.25 was made on each ordinary share. In October 2006, an interim dividend of €2.40 was paid on each preference B share, which was fully paid in cash.

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

	2006	2005
€0.30 per ordinary share (2005: €0.25)	52	42
€6.00 per preference B share (2005: €6.00)
	52	42

The proposed dividend per (depositary receipt of an) ordinary share amounts to €0.30. The proposed dividend per (depositary receipt of a) preference B share amounts to €6.00 (including interim dividend).