SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

[Rule 13d-101]

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT

TO RULE § 240.13d-2(a)

Under the Securities Exchange Act of 1934
(Amendment No.     )*

Corporate Express N.V.

(Name of Issuer)

Ordinary Shares

(Title of Class of Securities)

Not Applicable

(CUSIP Number)

Kristin A. Campbell

Senior Vice President, General Counsel and Secretary

Staples, Inc.

500 Staples Drive

Framingham, MA 01702

(508) 253-1690

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 4, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.
	1.	Names of Reporting Persons Staples Acquisition B.V.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization The Netherlands
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 24,541,518*
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 24,541,518*
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,541,518*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o N/A
	13.	Percent of Class Represented by Amount in Row (11) 13.4%
	14.	Type of Reporting Person (See Instructions) CO

*  This amount does not include 42,701,904 Ordinary Shares subject to Irrevocable Undertakings for which Staples Acquisition B.V. does not have voting or dispositive power.  The form of Irrevocable Undertaking is attached hereto as Exhibit 99.2.

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CUSIP No.
	1.	Names of Reporting Persons Staples, Inc.
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			x
		(b)			o
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) WC
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power 24,541,518*
			8.	Shared Voting Power 0
			9.	Sole Dispositive Power 24,541,518*
			10.	Shared Dispositive Power 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 24,541,518*
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o N/A
	13.	Percent of Class Represented by Amount in Row (11) 13.4%
	14.	Type of Reporting Person (See Instructions) CO

*  This amount does not include 42,701,904 Ordinary Shares subject to Irrevocable Undertakings for which Staples, Inc. does not have voting or dispositive power.  The form of Irrevocable Undertaking is attached hereto as Exhibit 99.2.

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Item 1. Security and Issuer

The class of equity securities to which this statement relates are the Ordinary Shares, nominal value of EUR 1.20 per share (the “Shares”), of Corporate Express N.V., a public limited liability company incorporated under the laws of The Netherlands (the “Issuer”), having its statutory seat in Maastricht and its registered office at Hoogoorddreef 62, 1101 BE Amsterdam Zuidoost, The Netherlands. 

Item 2. Identity and Background

This statement is being jointly filed by Staples Acquisition B.V. (“Staples Acquisition”), a private limited liability company, incorporated under the laws of The Netherlands with its statutory seat in Amsterdam, The Netherlands, and its principal business address and principal office located at Jool Hulstraat 24, 1327 HA Almere, The Netherlands, and Staples, Inc. (“Staples”), a public company duly incorporated and validly existing under the laws of the State of Delaware, having its registered office at 500 Staples Drive, Framingham, MA 01702, United States of America.  Staples Acquisition is a wholly-owned subsidiary of Staples.  The principal business of Staples Acquisition is to acquire all of the issued and outstanding securities of the Issuer.

Staples pioneered the office superstore concept in 1986 and today is the world’s largest office products company.  With 76,000 talented associates, Staples is committed to making it easy to buy a wide range of office products, including supplies, technology, furniture, and business services.  With sales of approximately $19.4 billion for the fiscal year ended February 2, 2008, Staples serves consumers and businesses ranging from home-based businesses to Fortune 500 companies in 22 countries throughout North and South America, Europe and Asia.  Headquartered outside of Boston, Staples operates more than 2,000 office superstores and also serves its customers through mail order catalogue, e-commerce and contract businesses.

The names of the members of the statutory board of directors of Staples Acquisition, their addresses, citizenship and principal occupations are as follows:

Name and Office Held	Business Address	Citizenship	Principal Employment or Occupation and Name of Organization in which such employment is conducted
Christine T. Komola	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Senior Vice President and Corporate Controller, Staples, Inc.
Ralph Paulmann	Jool Hulstraat 24, 1327 HA Almere, The Netherlands	The Netherlands	Finance Director, Office Centre Netherlands

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T.W.C.M. Van Brandenburg Jool Julstraat 24,
1327 HA Almere,
The Netherlands The Netherlands Managing Director, Office
Centre Netherlands

The names of the executive officers and members of the Board of Directors of Staples, their address, citizenship and principal occupations are as follows:

Name and Office Held	Business Address	Citizenship	Principal Employment or Occupation and Name of Organization in which such employment is conducted
Kristin Campbell	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Senior Vice President, General Counsel and Secretary
Joseph G. Doody	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	President, North American Delivery
Christine T. Komola	c/o Staples, Inc. 500 Staples Drive Framingham, MA 01702	US	Senior Vice President, Corporate Controller
John J. Mahoney	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Vice Chairman and Chief Financial Officer
Michael A. Miles, Jr.	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	President and Chief Operating Officer
Demos Parneros	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	President, US Retail
Ronald L. Sargent	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Chairman and Chief Executive Officer, and Director
Basil L. Anderson	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director

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Arthur M. Blank	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Mary Elizabeth Burton	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Justin King	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	UK	Director
Carol Meyrowitz	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Rowland T. Moriarty	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Robert C. Nakasone	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Robert E. Sulentic	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Martin Trust	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Vijay Vishwanath	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director
Paul F. Walsh	c/o Staples, Inc. 500 Staples Drive, Framingham, MA 01702	US	Director

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During the past five years, none of Staples, Staples Acquisition, or, to the knowledge of Staples and Staples Acquisition without specific inquiry, the individuals listed herein have (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.	Source and Amount of Funds or Other Consideration
Staples Acquisition used an aggregate of EUR 224,554,889.70 to purchase the shares.  The source of the funds for the purchases was the working capital of Staples.

Item 4.

Purpose of Transaction

Staples Acquisition purchased the Shares as part of Staples’ proposed acquisition of the Issuer. On May 19, 2008, Staples Acquisition offered to purchase all of the Issuer’s (i) Shares, (ii) American depositary shares, each representing one Share (“ADS”), (iii) depositary receipts of preference shares A with a nominal value of EUR 1.20 each and (iv) 2% subordinated convertible bonds due 2010, as set out in the Offer Memorandum dated May 19, 2008, as amended by the Press Release, dated June 3, 2008, “Staples Increases its Offer for Corporate Express to EUR 9.15 per Share and Secures Commitments from Shareholders to Tender their Shares” (the “Offer Memorandum”) (this offer is defined as the “Initial Offer”). On June 10, 2008, Staples and Staples Acquisition entered into a Merger Protocol dated as of June 9, 2008 with the Issuer (the “Merger Protocol”).  Pursuant to the Merger Protocol, among other things, the executive and supervisory boards of the Issuer unanimously recommended the all cash offer by Staples to purchase the Shares at a price of EUR 9.25 per Share (the Initial Offer as revised by the Merger Protocol is defined as the “Offer”). If Staples declares the Offer unconditional, Staples intends to terminate the listing of ordinary shares and preference shares on Euronext Amsterdam and the listing of ADSs on the New York Stock Exchange as soon as possible thereafter.  In addition, Staples may initiate any of the procedures described in the following paragraph, each of which could result in termination of the listing of the securities (including securities not tendered in the Offer).  Staples also intends to cause the Issuer to terminate the registration of the ADSs under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which may result in the termination of the Issuer’s reporting obligations under the Exchange Act. Staples expects to acquire all of the issued and outstanding securities of the Issuer and to align the Issuer with the holding and financing structure of Staples and its affiliates by any legally permitted means.  Such means may include, but will not necessarily be limited to, a squeeze-out, a legal merger, a contribution of assets to the Issuer in exchange for new shares

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issued, or a sale of assets by the Issuer.

Other than as set forth in Item 3 and in this Item 4 above, or as noted below, Staples and Staples Acquisition do not have any plans or proposals that would result in any of the following:

(a)the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries;

(c)a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries;

(d)any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board;

(e)any material change in the present capitalization or dividend policy of the Issuer;

(f)any other material change in the Issuer’s business or corporate structure;

(g)changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person;

(h)causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act, or

(j)any action similar to any of those enumerated above.

Staples and Staples Acquisition reserve the right to determine in the future to change the purpose or purposes described above.

Item 5.	Interest in Securities of the Issuer
(a)-(b)The number of Shares that may be deemed beneficially owned by Staples Acquisition for purposes of Section 13(d) of the Exchange Act is 24,541,518*, which represents 13.4% of the outstanding Shares.  This percentage is based upon 182,901,621 Shares outstanding as of March 31, 2008 as listed in the register of The Netherlands Authority

*This amount does not include 42,701,904 Ordinary Shares subject to Irrevocable Undertakings for which neither Staples nor Staples Acquisition B.V. has voting or dispositive power.  The form of Irrevocable Undertaking is attached hereto as Exhibit 99.2.

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for Financial Markets (AFM).  Staples and Staples Acquisition have sole power to control the vote of 24,541,518* Shares and sole power to dispose of 24,541,518* Shares.

(c)See Item 6

(d)Not applicable

(e)Not applicable

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Purchase Agreements On June 4 and 10, 2008, Staples Acquisition entered into Sale and Purchase and Voting Agreements (the “Purchase Agreements”) with certain shareholders of the Issuer (the “Selling Shareholders”).  Pursuant to the Purchase Agreements, Staples Acquisition agreed to purchase from the Selling Shareholders an aggregate of 24,541,518 Shares of the Issuer at a price of EUR 9.15 per share, or total consideration of EUR 224,554,889.70.  In addition, the Selling Shareholders, who owned the Shares on the record date of May 29, 2008 for the Issuer’s extraordinary shareholders meeting scheduled for June 18, 2008 (the “EGM”), granted Staples Acquisition the power of attorney to cast their votes against the Issuer’s proposed merger with Lyreco SAS (“Lyreco”) during the EGM.  As announced by the Issuer, the EGM will take place but there will not be a vote on a proposed merger with Lyreco. The Purchase Agreements are identical in all material respects and the form of Purchase Agreement is attached hereto as Exhibit 99.1.  The following table lists each Selling Shareholder, and the number of Shares purchased from, and the total consideration paid to, each Selling Shareholder:

Selling Shareholder Name	Shares Purchased	Consideration Paid (in EUR)
Funds associated with Alpine Associates	1,020,000	9,333,000.00
Arbitrage Associates L.P.	355,923	3,256,695.45
Funds associated with Brencourt Merger Arbitrage Funds	522,760	4,783,254.00
Carlson Capital, L.P.	622,478	5,695,673.70
Castlerigg Master Investments Ltd.	3,763,742	34,438,239.30
Funds associated with Chesapeake Partners	1,301,803	11,911,497.45
Cheyne Special Situations Fund LP and Cheyne Vista Fund LP	1,700,000	15,555,000.00
Credit Industriel et Commercial	250,000	2,287,500.00
Davidson Kempner Institutional Partners, L.P.	2,167,876	19,836,065.40
Good Steward Trading Company SPC	15,000	137,250.00
Funds associated with Gruss Asset Management, LLP	4,560,833	41,731,621.95
Funds associated with Havens Advisors, L.L.C.	362,629	3,318,055.35
HFR MA Opportunity Master Trust	5,900	53,985.00
Institutional Benchmark Series Limited	38,400	351,360.00
Funds associated with Kellner DiLeo & Co.	114,586	1,048,461.90

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Funds associated with Lucerne Capital Management, LLC	1,263,312	11,559,304.80
Lyxor/Havens International Fund Limited	47,761	437,013.15
Lyxor/Tiedemann Arbitrage Associates Fund Limited	104,108	952,588.20
Madoff Securities International Limited	20,163	184,491.45
Magnetar Capital Master Fund, Ltd	2,085,403	19,081,437.45
Man Mac Pilatus 1A Ltd	351,000	3,211,650.00
MAN MAC Schreckhorn 14B Limited	153,343	1,403,088.45
The Merger Fund	505,000	4,620,750.00
MKM Longboat Multi-Strategy Master Fund Ltd.	139,000	1,271,850.00
Morgan Stanley & Co. International PLC	250,000	2,287,500.00
Octavian Special Master Fund, LP	760,588	6,959,380.20
Palisades Partners, L.P.	29,300	268,095.00
Partners Group Alternative Strategies PCC Limited	20,910	191,326.50
SR GGI Master MA, Ltd.	85,700	784,155.00
Tisbury Master Fund Limited	299,000	2,735,850.00
Trafalgar Catalyst Fund	1,625,000	14,868,750.00

Irrevocable Undertakings On June 3, 2008, Staples Acquisition entered into Irrevocable Undertakings with certain shareholders of the Issuer.  Pursuant to the Irrevocable Undertakings, the shareholders agreed (i) to tender their shares into the Offer, and (ii) to vote against the Issuer’s proposed merger with Lyreco at the EGM.  As announced by the Issuer, the EGM will take place but there will not be a vote on a proposed merger with Lyreco. The Irrevocable Undertakings are identical in all material respects and the form of Irrevocable Undertaking is attached hereto as Exhibit 99.2.  The following table lists each shareholder who entered into an Irrevocable Undertaking, and the number of Shares of each shareholder that are subject to the Irrevocable Undertaking:
Shareholder	Shares
PSAM llp	4,031,995
York Capital Management	10,938,965
Jabre Capital Partners SA	4,036,216
Halcyon Asset Management LLC and Halcyon Offshore Asset Management LLC	11,500,000
Centaurus Capital Ltd.	12,194,728
Merger Protocol On June 10, 2008, Staples and Staples Acquisition entered into a Merger Protocol with the Issuer.  The Merger Protocol relates to the Offer.  The Offer is currently set to expire on June 27, 2008, unless extended. The Merger Protocol outlines certain changes to the terms of the Offer, including an increase in the price paid for ordinary shares and ADSs of the Issuer to EUR 9.25 per share, and includes the unanimous recommendations of the executive and supervisory boards of the Issuer

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in favor of the revised Offer.

The Merger Protocol is attached as Exhibit 2.1 to Staples’ Current Report on Form 8-K dated June 16, 2008 (the “June 16, 2008 Form 8-K”) and is incorporated by reference herein.

Item 7.	Material to be Filed as Exhibits
Exhibit 99.1Form of Purchase Agreement Exhibit 99.2†Form of Irrevocable Undertaking Exhibit 99.3*Merger Protocol

† Confidential treatment requested as to certain portions, which portions have been omitted and filed separately with the Securities and Exchange Commission.

*An exhibit previously filed with Securities and Exchange Commission as Exhibit 2.1 to the June 16, 2008 Form 8-K, and incorporated herein by reference.

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Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:    June 16, 2008
STAPLES ACQUISITION B.V.
By:		/s/ Christine Komola
Name:					Christine Komola
Title:					Director
STAPLES, INC.
By:	/s/ Kristin Campbell
	Name:			Kristin Campbell
	Title:		Senior Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

SALE AND PURCHASE AND VOTING AGREEMENT

This Agreement is made this fourth day of June 2008.

BETWEEN:

(1)STAPLES ACQUISITION B.V., a company incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands (“Staples”); and

(2)[·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the “Selling Shareholder”).

WHEREAS:

(A)On 19 May 2008, the Staples made a public offer to acquire inter alia all the issued and outstanding ordinary shares in the share capital of Corporate Express N.V. (the “Company”) with a nominal value of EUR 1.20 each (the “Shares”) against a consideration in cash of EUR 8.00 per Share (the “Offer”), as set out in the offer memorandum as published on 19 May 2008, as amended from time to time;

(B)On 21 May 2008 the Company and Lyreco SAS announced their intention to combine both companies (the “Lyreco Transaction”).

(C)As at the date hereof, the Selling Shareholder owns and holds, and as at the Record Date (as defined below) it legally and beneficially held, [·] Shares (the “Subject Shares”) and, therefore, the Selling Shareholder has the power to exercise the voting rights attached to the Subject Shares.

(D)On 3 June 2008, Staples announced an increase in its offer price for the Shares to EUR 9.15 per Share (the “Purchase Price”) and the Selling Shareholder hereby wishes to sell the Subject Shares to Staples for the Purchase Price.

(E)The transfer of the Subject Shares from the Selling Shareholder to Staples pursuant to this Agreement is taking place after the record date announced for the Company’s extraordinary shareholders meeting on 18 June 2008, as set out in Company’s press release of 29 May 2008 (the “Record Date”) and Staples shall therefore not have the power to exercise the votes attached to the Subject Shares during the Company’s extraordinary shareholders meeting scheduled for 18 June 2008 (the “EGM”, which term is deemed to include any general meeting of shareholders for which the Company has set or will set a record date prior to the date on which the Subject Shares will have been transferred to Staples pursuant to Clause 1.2). Therefore, the parties hereto wish to enter into the arrangements described below relating to the exercise of votes attached to the Subject Shares.

(F)The Selling Shareholder is of the view that the sale of the Subject Shares provides value that is preferable to the uncertainties and risks in realising value through the Lyreco Transaction.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.SALE AND PURCHASE AND TRANSFER

1.1The Selling Shareholder hereby sells the Subject Shares to Staples, who hereby purchases the Subject Shares for the Purchase Price.

1.2The Selling Shareholder shall deliver the Subject Shares via its securities account to Staples, or another legal entity designated by Staples, by means of transferring such shares to the securities account to be designated by Staples, against payment of the Purchase Price in respect of each such delivered Subject Share within 3 trading days of the date of execution of this Agreement.

2.VOTING COMMITMENT

2.1The Selling Shareholder hereby represents and confirms that at the date of this Agreement it legally and beneficially holds, and that at the Record Date it legally and beneficially held, and that it has the power to exercise the voting rights attached to, the Subject Shares at the EGM.

2.2The Selling Shareholder hereby undertakes (i) to validly register the Subject Shares and voting powers of attorney relating to the exercise of the voting rights attached to the Subject Shares prior to 16 June 2008 (the “Registration Date”) or any later date to be set by the Company in the convening notice for any other EGM and to take any and all other measures, necessary or appropriate, to ensure that a representative of Staples or Staples Inc. will be able to represent the Selling Shareholder and can exercise the voting rights attached to the Subject Shares during any such EGM and (ii), without prejudice to sub paragraph (i) above and if deemed appropriate by Staples, with respect to any votes made at any EGM, to follow  the written voting instructions of Staples with respect to the exercise of the votes attached to the Subject Shares and to vote, or cause to be voted, all of the Subject Shares against the approval of the Lyreco Transaction or any and all elements thereof or relating thereto, including without limitation any resolution relating to the issue of securities by the Company in connection with the Lyreco Transaction.

2.3The Selling Shareholder shall provide Staples with copies of all documentation evidencing the registrations of the Subject Shares with the Company and copies of the voting powers of attorney.

2.4The Selling Shareholder shall grant an irrevocable voting power of attorney in the form set out in Schedule 1 attached hereto, which shall be registered in accordance with Clause 2.2. During an EGM all the votes attached to the Subject Shares shall be exercised on behalf of the Selling Shareholder exclusively on the basis of this

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irrevocable power of attorney. Unless so requested by Staples, the Selling Shareholder shall not attend an EGM or otherwise seek to cast its votes.

2.5The Selling Shareholder hereby confirms and represents to Staples that:

2.5.1it has all relevant power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and there are no restrictions or limitations pertaining thereto;

2.5.2it is not relying on any representation or warranty from Staples or any of its affiliates, directors, employees or advisors;

2.5.3it has full legal and (where such concept is applicable) beneficial title to all Subject Shares, free and clear of any encumbrances and with full right and capacity to sell and transfer the same;

2.5.4it has no obligation (certain or contingent) other than pursuant to this Agreement to transfer any Subject Shares to anyone at any time, and that no person or entity has claimed any such right;

2.5.5the sale and transfer of the Subject Shares hereunder is in full compliance with securities and other applicable laws or regulations to which the Selling Shareholder is subject; and

2.5.6no actions or events have taken place or will take place before the date of the transfer of the Subject Shares that adversely affect the Selling Shareholder’s ownership rights to the Subject Shares to the effect that, if a new EGM is set with a record date that occurs in this period, the Selling Shareholder would not be able to register and cast the voting rights attached to the Subject Shares at that EGM.

2.6Unless and until the Offer lapses or is withdrawn or the Selling Shareholder’s obligations under this Agreement lapse in accordance with the terms of this Agreement, the Selling Shareholder will, unless specifically permitted by this Agreement, not to do anything that can reasonably be expected to cause the Selling Shareholder to not to be able to exercise the voting rights attached to the Subject Shares at the EGM.

3.TERMINATION OF THIS AGREEMENT

3.1This Agreement and the obligations set out in clauses 2.3 and 2.4 of this Agreement shall lapse 30 days after the date of completion of the sale of the Subject Shares from the Selling Shareholder to Staples.

4.CONFIDENTIALITY AND ANNOUNCEMENTS

4.1Subject to applicable Dutch and US law and regulations, the rules and regulations of any relevant stock exchange or any other jurisdiction in which the Offer is made, the parties agree to keep confidential the signing, execution and contents of this

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Agreement and any information the Selling Shareholder has received from Staples in connection with this Agreement.

4.2For the avoidance of doubt, nothing in this Clause 4 shall prejudice the timing and scope of Staples’ and the Selling Shareholder’s disclosure obligations under applicable law, the rules and regulations of a relevant stock exchange or public offer rules in The Netherlands or any other jurisdiction in which the Offer is made.

5.MISCELLANEOUS

5.1Amendments or additions to this Agreement must be in writing and signed by or on behalf of each party.

5.2Each party shall pay its own costs and expenses incurred in the preparation, execution and enforcement of this Agreement.

5.3To the extent permitted by law, the parties hereby waive their rights under articles 6:265 through 6:272 and 6:228, respectively, of the Civil Code to rescind (ontbinden) or nullify (vernietigen) on the ground of error (dwaling), or demand in legal proceedings the rescission (ontbinding) or nullification (vernietiging) of, this Agreement.

5.4The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. Any such invalid or unenforceable provision shall be replaced or be deemed to be replaced by a provision that is considered to be valid and enforceable. The interpretation of the replacing provisions shall be as close as possible to the intent of the invalid or unenforceable provision.

6.NOTICES

A notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered express mail (and air mail if overseas) or by fax to the party due to receive the notice or communication, at its address or fax number set out hereunder or another address specified by that party by written notice to the others.

Staples Acquisition B.V.

Jool-Hulstraat 24
1327 HA Almere
The Netherlands

Attention:	Theo van Brandenburg
Fax number:	+31 (0)36 547 8002

With a copy to:

Staples, Inc

500 Staples Drive Framingham,

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MA 01702

United States of America

Attention:	Kristin Campbell
Fax number:	+1 (508) 253 8955

[·]

Attention:	[·]
Fax number:	[·]

7.GOVERNING LAW AND JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, the laws of The Netherlands. Any dispute arising out of or in connection with this Agreement (including questions in respect of the authority of the arbitrators) will be finally settled by arbitration in accordance with the rules of The Netherlands Arbitration Institute (Nederlands Arbitrage Instituut). The arbitral tribunal will be composed of three arbitrators appointed in accordance with those rules. The place of the arbitration will be Amsterdam, The Netherlands. The arbitral proceedings shall be conducted in the English language. The arbitrators will decide according to the rules of law. This paragraph shall also apply to disputes arising in connection with agreements that are connected with this Agreement, unless the relevant agreement expressly provides otherwise.

AS AGREED AND SIGNED in two counterparts on the date first above written.

STAPLES ACQUISITION B.V.

By:

Title:

[·]

By:

Title:

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SCHEDULE 1

VOTING POWER OF ATTORNEY

[·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the “Selling Shareholder”);

WHEREAS

1.the Selling Shareholder holds at the date hereof and held at the record date announced for the Company’s extraordinary Shareholders meeting on 18 June 2008, as set out in Company’s press release of 29 May 2008 legal and beneficial title to [·] ordinary shares (the “Subject Shares”) in the share capital of Corporate Express N.V. (the “Company”);

2.the Selling Shareholder has duly registered the Subject Shares with the Company for the purposes of the Company’s extraordinary general meeting of shareholders scheduled to be held on 18 June 2008 (the “EGM”) prior to the registration date set by the Company in its convening notice for the EGM.

HEREBY IRREVOCABLY APPOINTS each of the representatives of Staples Acquisition B.V. and Staples Inc, including but not limited to: John Mahoney, Kristin Campbell, Christene Komola, Theo van Brandenburg and Ralph Paulmann (each an “Attorney” and together the “Attorneys”), acting individually and with full powers of substitution (recht van substitutie), to be its attorney for the following purposes:

1.to attend on behalf of the Selling Shareholder the EGM, to represent the Selling Shareholder at such meeting, to participate in the discussion at the meeting and to cast on behalf of the Selling Shareholder all the votes attached to the Subject Shares, in particular to vote against the approval of the acquisition of Lyreco SAS by the Company (the “Lyreco Transaction”) or elements of or relating to the Lyreco Transaction; and

2.to approve, execute and deliver on behalf of the Selling Shareholder such other documents and to do all such other acts and things as the Attorney shall deem necessary or appropriate for the purpose of giving effect to the voting against the Lyreco Transaction.

3.To take any and all actions deemed necessary of appropriate to register the Selling Shareholder’s shares and this power of attorney for any and all shareholders meetings organised by Corporate Express to the extent the Selling Shareholder has any registration rights in respect of that meeting.

This Power of Attorney is irrevocable and is governed by the laws of The Netherlands.

For and on behalf of

[·]

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By:

Title:

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EX-99.2

Exhibit 99.2

Confidential Materials omitted and filed separately with the

Securities and Exchange Commission.  Asterisks denote omissions.

IRREVOCABLE UNDERTAKING

This Agreement is made this third day of June 2008.

BETWEEN:

(1)STAPLES ACQUISITION B.V., a company incorporated under the laws of The Netherlands, having its statutory seat in Amsterdam, The Netherlands (“Staples”); and

(2)[·], a company incorporated under the laws of [·], having its office address at [·] ([·]) (the “Shareholder”).

WHEREAS:

(A)On 19 May 2008 Staples published an offer document (biedingsbericht) (the “Offer Document”) pursuant to and subject to the terms and conditions of which Staples made a public offer (the “Offer”) for inter alia all issued and outstanding ordinary shares of Corporate Express N.V. (the “CXP Shares”), a public limited liability company (naamloze vennootschap), incorporated under the laws of The Netherlands, having its corporate seat in Maastricht, The Netherlands (“CXP”) for a cash-only consideration of EUR 8.00 for each CXP Share.

(B)On 21 May 2008 CXP and Lyreco SAS announced their intention to combine both companies (the “Lyreco Transaction”) and on 29 May 2008 the Company announced to convene an extraordinary general meeting of shareholders on 18 June 2008 (“EGM”) the record date (the “Record Date”) for which was set at 17.00 hours CET on 29 May 2008.

(C)Staples intends to continue to pursue good faith discussions with CXP in relation to the Offer.

(D)The Shareholder, either for its own account or on behalf and or for the account of funds managed by it, holds [·] CXP Shares.

(E)Staples wishes to secure the tender by the Shareholder in the Offer of the Relevant Shares (as defined below) and intends to increase its offer price for each CXP Share to EUR 9.15 (the “Increased Offer Price”) and to commit to waiving the 75% minimum acceptance condition set out in section 6.5.1 of the Offer Document if and when at or prior to the Acceptance Closing Time there have been tendered for acceptance under the Offer such number of Ordinary Shares, including Ordinary Shares represented by ADSs, Preference Shares and Bonds that the votes attached to those securities, together with the votes attached to the same types of securities owned by CXP and/or Staples and/or any of its affiliates at the Unconditional Date, represent at least 51% of votes attached to the Ordinary Shares, including Ordinary Shares represented by ADSs, Preference Shares and Bonds issued and outstanding at the Unconditional Date (such increase in the offer price and commitment to waive the relevant condition to the Offer together the “Condition”).  For purposes of the calculation of the percentage of votes

referred to in the preceding sentence, (i) the Bonds shall be deemed to give right to such number of votes as would have been the case if they had been converted on the Business Day immediately preceding the Unconditional Date at a conversion price of EUR 6.87 per Bond, (ii) the Ordinary Shares, Preference Shares or Bonds shall include any options granted by Corporate Express to subscribe for Ordinary Shares, Preference Shares or Bonds, as the case may be, that are not exercised and have not otherwise resulted in the issue by Corporate Express of such Ordinary Shares, Preference Shares or Bonds, as the case may be, to the option holders on or prior to the Unconditional Date and (iii) defined terms used in this clause that are not otherwise defined in this Agreement shall be deemed to have the meaning ascribed thereto in the Offer Document.

NOW IT IS HEREBY AGREED AS FOLLOWS:

1.IRREVOCABLE UNDERTAKING

1.1Conditional upon the fulfilment of the Condition and subject to the terms of this Agreement the Shareholder hereby undertakes and agrees to accept the Offer and to tender under the Offer (the “Irrevocable Undertaking”):

1.1.1the CXP Shares held by the Shareholder; and

1.1.2any CXP Shares and any other securities to which the Offer relates that the Shareholder acquires after signing this Agreement but before the expiry of the regular acceptance period of the Offer.

(the CXP Shares referred to under (a) and (b) together the “Relevant Shares”).

1.2The Shareholder hereby confirms and represents to Staples that:

1.2.1the Shareholder, either for its own account or on behalf of and/or for the account of funds managed by it, owns and holds and has the power to accept the offer and to tender under the Offer [·] CXP Shares;

1.2.2it has the power to exercise the voting rights attached to [·] CXP Shares at the EGM;

1.2.3it has all relevant power and authority to enter into this Agreement and to consummate the transactions contemplated hereby (including the acceptance of the Offer in respect of the CXP Shares referred to in clause 1.1 above) and there are no restrictions or limitations pertaining thereto;

1.2.4it does not hold any other CXP Shares or any rights to subscribe, purchase or otherwise acquire any other CXP Shares or other securities of CXP; and

1.2.5other than specifically provided for in this Agreement, it is not relying on any representation or warranty from Staples or any of its affiliates, directors, employees or advisors.

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1.3The Shareholder’s irrevocable acceptance of the Offer in respect of the Relevant Shares shall be made ultimately on the last day of the tender period (aanmeldingstermijn) of the Offer.

1.4The Relevant Shares shall be tendered with full title guarantee free from any charge, pledge, lien, restriction, right of first refusal, right of pre-emption, or other encumbrance or security interest, or another type of preferential arrangement having similar effect (collectively, “Liens”) and shall be delivered with all rights attaching to the Relevant Shares at the date of settlement of the Offer as described in the Offer Document (the “Settlement Date”).

1.5Unless and until the Offer lapses or is withdrawn or the Shareholder’s obligations under the Irrevocable Undertaking lapse in accordance with the terms of this Agreement, the Shareholder will, unless specifically permitted by this Agreement, not:

1.5.1sell, transfer, grant any option over or otherwise dispose of, or bring about a transaction in, any of the Relevant Shares or any interest in any of the Relevant Shares, except under the Offer;  or

1.5.2do anything that can reasonably be expected to cause the Shareholder not to be able to exercise the voting rights attached to the Relevant Shares at any general meeting of shareholders of CXP that may take place between the date hereof and the date on which this Agreement is terminated; or

1.5.3grant any Lien over or in respect of any of the Relevant Shares or any interest in any of the Relevant Shares; or

1.5.4withdraw the tender or tenders referred to in clause 1.1, except when expressly permitted to do so in accordance with clause 2.3.

1.6The Shareholder hereby undertakes to validly register the CXP Shares referred to in clause 1.2.2 above prior to the registration date set by CXP in the convening notice for the EGM or any adjourned or rescheduled subsequent meeting and to follow in any and all general meetings of shareholders of CXP (including, without limitation, the EGM) the written voting instructions of Staples with respect to the approval of the Lyreco Transaction or any and all elements thereof or relating thereto.

2.TERMINATION OF IRREVOCABLE UNDERTAKING

2.1The Irrevocable Undertaking and the obligations set out in clauses 1.5 and 1.6 of this Agreement shall lapse immediately if:

2.1.1Staples has not publicly announced that it (a) increased its offer price for each CXP Share to the Increased Offer Price and (b) committed to waive as contemplated in Recital (E), in both cases within one business day following the signing of this Agreement.

2.1.2the Offer is not declared unconditional in accordance with its terms and conditions prior to the last of any of the following dates:

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(a)2 July 2008; or

(b)in case the acceptance period of the Offer is extended in accordance with applicable Dutch takeover regulations, three business days after the final date of such extended acceptance period; or

(c)in case simultaneously with the withdrawal or expiry of the Offer Staples announces that it intends to make a new offer at an offer price per CXP Share equal or higher than the Increased Offer Price and such new offer is launched within three weeks of that announcement, three business days after the final date of the acceptance period or extended acceptance period of such new offer, provided that the Shareholder may nevertheless terminate this Agreement if in that period of three weeks Staples has not confirmed in writing to the Shareholder that it is still pursuing the new offer within five days after a written request from a Shareholder to this effect;

2.1.3without prejudice to sub-clause 2.1.2(c) above, the Offer is withdrawn or a new offer is launched at an offer price lower than the Increased Offer Price; or

2.1.4any public bid in respect of the CXP Shares is made by a third party at an offer price per CXP Share that is at least [**] higher than the Increased Offer Price or a transaction is being agreed by CXP with a third party with a similar (intended) effect as such public bid (i.e., either a legal merger in which the Company is the disappearing party or any transaction involving a transfer of all or virtually all of the assets of CXP and a liquidation or informal liquidation of CXP) and which is made at a price per CXP Share, or generates net proceeds to the Shareholders, which in the reasonable opinion of the Shareholder is that is at least [**] higher than the Increased Offer Price (a “Higher Competing Offer”), provided however that such alternative transaction may not have  financing, regulatory or other conditions that are on the whole materially less certain to be satisfied than the equivalent conditions of the Offer or that would be reasonably likely to result in material delays in the consummation of that alternative transaction.

2.2If a Higher Competing Offer is made, the Shareholder will give the opportunity to Staples to make a new offer at a price which is higher than the Higher Competing Offer (a “New Offer”), provided that if Staples announces its intention to make a New Offer within 5 business days of the date on which the Higher Competing Offer is made, the irrevocable undertaking will stay in place but the irrevocable undertaking is amended to the effect that the irrevocable undertaking will then lapse if a subsequent higher competing offer is made that meets the thresholds and other conditions for a higher offer set out in clause 2.1.4 above as compared to the New Offer.

2.3If this Irrevocable Undertaking lapses, the Shareholder shall be entitled to withdraw their acceptance of the Offer referred to in clause 1.1 and shall have no claim against

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Staples and Staples shall have no claim against the Shareholder, provided that such lapse of the Shareholder’s obligations hereunder shall not affect any rights or liabilities under this Agreement in respect of prior breaches of it.

2.4Furthermore, in the event that CXP would issue Preference Shares B, the Irrevocable Undertaking and related rights and obligations as set out in this Agreement would automatically be adjusted as follows:

(a)the undertakings set out in clause 1.5 would lapse; and

(b)the Irrevocable Undertaking in clause 1.1 and the voting commitments set out in clause 1.6 in conjunction with clause 1.2.2 would only apply to such number of CXP Shares as would actually be owned and held by the Shareholder as at the Acceptance Closing Date or, as the case may be, the record date for the relevant EGM

3.MISCELLANEOUS

3.1Except where the context requires otherwise, in this Agreement the expression the “Offer” extends to any (i) improved or (ii) revised offer at the same or higher offer price, by Staples whether voluntary or mandatory.

3.2Staples warrants that in entering into this Irrevocable it is acting in conformity with all relevant Dutch and US corporate laws and Dutch and EU Takeover codes and that it will make all necessary disclosures to the relevant regulators, CXP and to the market as required by the such laws and regulations.

3.3Staples shall, on the day of the announcement of the Increased Offer Price, procure that the existence of this Agreement [and the identity of the Shareholder](1), shall be made public in a press release published on its website.

3.4Amendments or additions to this Agreement must be in writing and signed by or on behalf of each party.

3.5Each party shall pay its own costs and expenses incurred in the preparation, execution and enforcement of this Agreement.

3.6This Agreement is without prejudice to any relevant legal and regulatory provisions in The Netherlands, the United Kingdom, the United States of America or other relevant jurisdictions regarding inter alia, notification of securities transactions and prevention of insider trading that may apply to Staples and/or the Shareholder.

3.7This Agreement and the documents referred to herein contain the whole agreement between the parties relating to the Offer and supersede all previous agreements, whether oral or in writing, between the parties relating to such transactions and other matters.

(1) The bracketed language only applies to holders of 5% or more of the CXP Shares.

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3.8Except as expressly stated in this Agreement, the terms of this Agreement may be enforced only by a party to this Agreement or a party’s permitted assigns or successors. In the event any third party stipulation (derdenbeding) contained in this undertaking is accepted by any third party, such third party will not become a party to this Agreement.

4.ASSIGNMENT

A party may not assign, encumber, dispose of or otherwise transfer any of its rights under this Agreement in whole or in part without having obtained the other party’s prior written consent, provided that (i) if and when an affiliate of Staples makes a new offer for CXP Shares as contemplated in this Agreement, Staples may assign its rights under this Agreement to that affiliate and (ii) the Shareholder may transfer some or all of the Relevant Shares to one or more funds advised by the Shareholder or any investment manager related to the Shareholder within the Shareholder’s investment management group, provided that such transferee agrees to be bound by the obligations of the Shareholder under this Agreement. In the case of such transfer the Shareholder and the transferee are jointly and severally liable with respect to the Shareholder’s obligations under this Agreement.

5.NOTICES

A notice or other communication under or in connection with this Agreement shall be in writing and shall be delivered personally or sent by registered express mail (and air mail if overseas) or by fax to the party due to receive the notice or communication, at its address or fax number set out hereunder or another address specified by that party by written notice to the others.

Staples Acquisition B.V
Jool-Hulstraat 24
1327 HA Almere
The Netherlands

Attention:	The management board
Fax number:	+31 (0) 36 547 8002

With a copy to:

Staples, Inc

500 Staples Drive Framingham,

MA 01702

United States of America

Attention:	Kristin Campbell
Fax number:	+1 508 253 1116

[·]

Attention:	[·]
Fax number:	[·]

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6.GOVERNING LAW AND JURISDICTION

This Agreement is governed by, and shall be construed in accordance with, the laws of England and Wales. Any dispute arising out of or in connection with this Agreement shall be referred to and finally settled by arbitration under the LCIA Rules, which rules are deemed to be incorporated by reference into this clause. The arbitral tribunal will be composed of three arbitrators appointed in accordance with those Rules. The place of arbitration will be London, United Kingdom. The language of the arbitration will be English.  Notwithstanding the foregoing, any party may file an application in any court of competent jurisdiction seeking injunctive or other forms of interim relief.

AS AGREED AND SIGNED in two counterparts on the date first above written.

STAPLES ACQUISITION B.V.

By:

Title:

[·]

By:

Title:

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