These Rules were adopted on March 5th, 2004 on the basis of article 5.2 of the Rules of the SB and amended pursuant to a resolution of the SB of the Company passed on December 14th, 2006.

Article 1 - Responsibilities

1.1. Without prejudice to article 5.1 of the SB’s Rules, the audit committee advises the SB in relation to its responsibilities and shall prepare resolutions of the SB in relation thereto.

1.2. The responsibilities of the audit committee shall include:

1. supervising and monitoring, and advising the EB on, the operation of internal risk management and control systems, including supervision of the enforcement of the relevant legislation and regulations, and supervising the effect of codes of conduct;
2. supervising the submission of financial information by the Company (choice of accounting policies, application and assessment of the effects of new legislation in this area, information on the treatment of estimated entries (schattingsposten) in the annual accounts, forecasts, the activities of internal and external auditors thereon, etc.);
3. supervising the compliance of recommendations and observations of internal and external auditors;
4. supervising the functioning of the internal audit department; in particular co determining the plan of action (werkplan) for the internal audit department and taking note of the deliberations and findings of the internal audit department;
5. supervising the policy of the Company on taxes;
6. supervising the financing of the Company;
7. maintaining frequent contact and supervising the relationship with the external auditor, including in particular (i) assessing the external auditor’s independence, remuneration and any non auditing work for the Company, (ii) determining the involvement of the external auditor in respect of the contents and publication of financial reporting in respect of the content of the financial reporting as may be reported by the external auditor;
8. preparing the nomination for the appointment of an external auditor by the Company’s general meeting of shareholders;
9. preparing the review by the SB of the annual accounts and the review by the SB of the annual budget and major capital expenditures of the Company;
10. each year evaluating its own functioning and the adequacy of these Rules.

1.3. The audit committee is to be addressed first by the external auditor if and when the latter identifies irregularities in the contents of the financial reporting. In addition the audit committee is to be addressed by both the external auditor and the EB if and when there appears to be a difference of opinion or issues of discussion between them regarding the audit.

1.4. The audit committee shall at least once a year prepare a report of its deliberations and findings and submit this report to the Supervisory Board.

1.5. At least once a year the audit committee, shall, together with the EB, report to the SB on the developments concerning the relationship with the external auditor, including in particular his independence. The report shall address, inter alia, the desirability of rotation of partners within a firm of external auditors that is responsible for the Company’s audit, and the desirability of an non auditing work for the Company by the external auditor. The selection and nomination of the external auditor will also take into account the outcome of this report.

1.6. At least every four years, the audit committee shall together with the EB, thoroughly assess the functioning of the external auditor in the various entities and capacities in which the external auditor operates.

1.7. The external accountant shall receive the financial information underlying the adoption of the quarterly or half yearly accounts and other interim financial reports and shall be given the opportunity to comment on all such information.

Article 2 - Composition, expertise and competences of the audit committee

2.1. The audit committee shall consist of three members.

2.2. Without prejudice to article 3.3 of the SB’s Rules, the following requirements must be observed in composing the audit committee:

1. at least one of its members will be a so called financial expert, which implies that such person has relevant expertise in financial administration and accounting for listed companies or other sizable companies;
2. each of its members must be independent within the meaning of article 3.3 under d) of the SB’s Rules, with the exception of no more than one member;
3. neither the chairman of the SB nor any of the Company’s (former) members of the EB, may be the chairman of the audit committee.

2.3. The audit committee is competent:

1. to have discussions either jointly or separately with the chairman of the EB, the chief financial officer, the corporate controller, the treasurer, the internal auditor and the external auditor;
2. to carry out reviews and to retain for that purpose the services of internal and external experts it may designate.

Article 3 - Chairman

The SB shall appoint one of the committee members as chairman. The chairman shall be primarily responsible for the adequate functioning of the audit committee. He shall act as the spokesman of the audit committee and shall be the main contact for the SB.

Article 4 - Audit committee meetings (agenda, attendance, minutes)

4.1. The audit committee will hold at least 4 meetings per year and whenever one or more of its members have requested a meeting. Audit committee meetings are generally held at the offices of the Company, but may also take place elsewhere.

4.2. The external auditor of the Company may ask the chairman of the audit committee to be allowed to be present at audit committee meetings.

The audit committee will at least once a year hold a meeting with the external auditor of the Company without any of the Company’s EB members or the corporate controller being present. Without prejudice to the preceding sentence, the audit committee shall decide if and when the chairman of the EB, the EB member responsible for financial affairs (or: chief financial officer), the corporate controller, the treasurer, the external auditor of the company or the internal auditor of the Company will be present at its meetings.

4.3. Audit committee meetings shall be convened by the member(s) requesting the meeting. Where this is practically possible, notices convening a meeting and the agenda and memoranda of items to be considered and discussed therein shall be dispatched ultimately prior to the start of the weekend preceding the meeting to each  member of the audit committee.

4.4. Minutes of the meeting shall be prepared. They shall be adopted in the subsequent meeting. If all members of the committee agree on the contents of the minutes they may be adopted earlier. The minutes shall be signed for adoption by the chairman and shall be dispatched to the other members of the audit committee as soon as practically possible.

4.5. The secretary of the SB shall act as the secretary of the audit committee.

Article 5 - Rules of the Rules of the SB applicable

Articles 1.1, 1.2, 17 and 18 of the Rules of the SB shall apply mutatis mutandis to these Rules.