Stichting "RIPE NCC Personnel Fund"

TRANSLATION

In this translation an attempt has been made to be as literal as possible without jeopardizing the overall continuity. Inevitably, differences may occur in translation, and if so the Dutch text will by law govern.

INCORPORATION OF A FOUNDATION

On the twenty third day of December nineteenhundred ninety seven there appeared before me, Dirk Willem Doude van Troostwijk, deputy civil law notary, living in Amsterdam, deputizing for Johannes Hendrikus Weijenborg, civil law notary at Amstelveen:
Willem Karel Vietsch, secretary general, living at 2312 EN Leiden, Touwslagersgang 1, born in Vlaardingen on the twenty fourth day of November nineteenhundred fifty two, unmarried, holder of passport number L441629,
in this respect acting as written proxy of the association Trans-European Research and Education Networking Association, an association under Dutch law, having its official seat in Amsterdam, with address at Singel 466-468, 1017 AW Amsterdam.
The appearer has declared that he hereby incorporates a foundation with the following Articles of Association.

Definitions

Article 1

In these Articles of Association the following expressions shall have the following meanings:
Foundation: the foundation, Stichting "RIPE NCC Personnel Fund", having its official seat in Amsterdam;

RIPE NCC: the association, RŽseaux IP EuropŽens Network Coordination Centre (RIPE NCC), having its official seat in Amsterdam;

Terena: the association, Trans-European Research and Education Networking Association, having its official seat in Amsterdam;

the RIPE NCC Project: the RIPE NCC Project as specified in the audited and adopted annual account and in the annual report nineteenhundred ninety six of Terena;

Employee(s): up to and including the thirty first day of December nineteenhundred ninety seven: each employee of Terena, who works at the RIPE NCC Project; and
as of the first day of January nineteenhundred ninety eight: each employee of RIPE NCC.

Employer: up to and including the thirty first day of December nineteenhundred ninety seven: Terena; and
as of the first day of January nineteenhundred ninety eight: RIPE NCC.

Agreement: all agreements between the Employer and the Foundation;

Works Council: the "ondernemingsraad" of RIPE NCC.

In these Articles of Association the expression "in writing" shall include any message transmitted by current means of communication and received in writing as well as electronic communication.

Name and registered office. Objectives

Article 2

1. The Foundation bears the name:
Stichting "RIPE NCC Personnel Fund".
2. The official seat of the Foundation is Amsterdam.
3. The objectives of the Foundation are to protect the (financial) interests of Employees in accordance with terms and conditions laid down in these Articles of Association and in the Agreement.

Capital

Article 3

The capital of the Foundation is formed by payments by the Employer under the Agreement and any return on capital.
If the Capital of the Foundation exceeds the amount of its financial obligations the difference will be spent in accordance with the Agreement.

Management Board

Article 4

1. The Management Board of the Foundation consists of three or five natural persons, being:
a. One member A, to be appointed by the Employer;
b. one or more members B, who shall have to be member of the Works Council;
c. one or two members C. However the Works Council has the right to appoint extra members B instead of appointing members C in so far as the total number of Management Board members is three or five.
The members B and C are appointed by the Works Council.
The Works Council may determine the number of members of the Management Board to be three or five persons.
For each member of the Management Board the term of appointment is three years. After the expiration of the term of his appointment a member of the Management Board may be reappointed.
2. If and so long as there is no Works Council the members B and C shall be appointed by the Management Board.
3. The Management Board may appoint a chairperson, a secretary and treasurer from within its midst. The functions of secretary end treasurer may be performed by one person.
4. Should one or more members be missing from the Management Board for any reason whatsoever, the remaining Board members or sole remaining Board member will nevertheless form a valid Management Board.

Termination of membership of the Management Board

Article 5

Membership of the Management Board will terminate:
a. upon expiry of the term of the appointment;
b. upon the death of the Board member;
c. upon written resignation (stepping down);
d. upon loss of the free management or free disposal of his/her capital;
e. upon dismissal by the court pursuant to Section 2:298 of the Dutch Civil Code;
f. upon dismissal by the one who has appointed the member of the Management Board;
g. if the member of the Management Board is an Employee: at the time he ceases to be an Employee.

Meetings and resolutions of the Management Board

Article 6

1. Meetings of the Management Board will be held in the municipality where the Foundation has its registered office; the Management Board may resolve to hold the meeting elsewhere, which resolution must be passed by unanimous vote.
2. At least one meeting will be held during each calendar year
3. Meetings will further be held whenever a member of the Management Board considers this desirable.
4. The meeting will be called in writing at least seven days in advance, not counting the day of notice and the day of the meeting.
5. In addition to the time and place of the meeting, the letters of notice will set out the topics to be discussed.
6. As long as all members of the Management Board who are in office are present at a Board meeting, valid resolutions can be passed on all topics that come up, provided the resolutions are passed by unanimous vote, even if the rules for calling and holding meeting set out in the Articles of Association have not been observed.
7. The meetings are led by the chairperson of the Management Board; in his/her absence, the meeting will appoint its own chairperson.
8. Minutes will be made of the topics discussed in the meetings by the secretary or one of the other people present, who has been so requested by the chairperson. The minutes will be confirmed and signed by those people who have acted as chairperson and secretary during the meeting.
9. The Management Board may only pass valid resolutions at meetings if at least three members in office, including one member B, are present or represented at the meeting.
If the Management Board consists of less than three persons the Management Board may only pass valid resolutions at meetings if all members in office are present or represented at the meeting.
A Board member may be represented at a meeting by a fellow Board member upon submission of a written proxy which has been judged sufficient by the chairperson of the meeting. A Board member may only act as proxy for one fellow Board member.
10. The Management Board can also pass resolutions outside of meetings, provided such resolutions are passed by unanimous vote of the Board members. The votes must be cast in writing. A record will be made by the secretary of any resolution passed in this manner, which record, along with the responses received, will be attached to the minutes after cosigning by the chairperson.
11. Every Board member has the right to cast one vote. Insofar as these Articles of Association do not prescribe a greater majority, all resolutions of the Management Board shall be passed by an absolute majority of the validly cast votes.
12. Blank votes shall be considered votes not cast.
13. The chairperson shall decide on all disputes regarding votes for which there is no provision in the Articles of Association.

Powers of the Management Board

Article 7

1. The Management Board is in charge with the management of the Foundation.
2. The Management Board is not authorised to enter into agreements to aqcuire, alienate or encumber registrable property, to enter into agreements whereby the Foundation binds itself as guarantor or several co-debtor, provides any guarantee for a third party or provides security for the debt of a third party.

Representation

Article 8

1. The Foundation may be represented either by the Management Board or by two members of the Management Board, including one member B.
2. The Management Board may resolve to grant authority to third parties to represent the Foundation within the limits of such authority.

Financial year and annual documents

Article 9

1. The financial year of the Foundation shall be the calender year.
2. The Management Board is obligated to administer the capital situation of the Foundation in such a way and to store the relevant books, documents and other information carriers in such a way, that the rights and obligations of the Foundation can be inspected at any time.
3. Without prejudice to any other provisions in the law, the Management Board is obligated to draw up the balance sheet and the profit and loss account of the legal person annually within six months after the end of the financial year and to record said items in writing.
4. The Management Board is obligated to keep the books, documents and other information carriers intended in Paragraphs 1 and 2 for ten years.

Policy plan in respect of the (re)investment of Capital

Article 10

The Management Board will adopt a policy plan in respect of the investment and reinvestment of the Capital of the Foundation. The adoption and later amendment of the policy plan requires the prior approval of RIPE NCC.

Amendment of the Articles of Association

Article 11

1. The Management Board is authorised to amend these Articles of Association with the prior approval of RIPE NCC. The resolution to amend must be passed by unanimous vote in a meeting in which all members of the Management Board are present or represented, without there being any vacancy on the Management Board.
2. The amendment must be made by notarial deed, in default of which it shall be void.

Dissolution and liquidation

Article 12

1. With the prior approval of RIPE NCC the Management Board is authorised to dissolve the Foundation. The provisions of Article 11, Paragraph 1, apply to the resolution to be passed in this respect.
2. After its dissolution, the Foundation will continue to exist insofar as this is necessary for the liquidation of its assets.
3. The liquidation shall be carried out by the Management Board under the supervision of the Executive Board of RIPE NCC.
4. During the liquidation, the provisions of these Articles of Association will remain in force as much as possible.
5. Any positive balance resulting from the dissolved Foundation will be spent in accordance with the Agreement.
6. After completion of the liquidation the books, documents and other information carriers of the dissolved Foundation will be kept by the youngest liquidator for ten years; the Management Board is authorised to appoint another custodian and/or successor custodian.

Final provisions: appointment of first members of the Management Board

In contravention to Article 4 the appearer declared that the following persons will be appointed as first members of the Management Board of the Foundation:
1. Cornelis Adrianus Maria Neggers, living at 6581 SN Malden, Huikeling 23, born in Breda on the twentieth day of July nineteen hundred forty seven, (as member A);
2. Olaf Matthijs Kolkman, living at 1083 EM Amsterdam, Van Nijenrodeweg 191, born in Zwolle on the eighteenth day of June nineteen hundred sixty six, (as member B);
3. Naomi Mathea Christina de Bruijn, living at 1051 AA Amsterdam, Wittenkade 2c, born in Amsterdam on the eleventh day of June nineteen hundred seventy five, (as member B).

PROXY

The above mentioned proxy appears from a power of attorney which will be annexed to this deed. The existence of the said power of attorney appeared sufficiently to me, notary.
The appearer is known to me, notary.

THIS DEED

drawn up to be kept in the notary's custody was executed in Amstelveen on the date first above written.
Before reading out, a concise summary of the contents of this instrument was given to the appearer.
He then declared that he had noted the contents and did not want a full reading thereof. Thereupon, after limited reading, this instrument was signed by the appearer and by me, notary.