These Rules were adopted on March 5th, 2004 on the basis of article 5.2 of the Rules of the SB and will be effective as of May 13th, 2004.

Article 1 - Responsibilities

1.1 Notwithstanding article 5.1 of the Rules of the SB, the remuneration 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 remuneration committee shall include:

1. preparing a proposal for the SB concerning the remuneration policies for the EB to be adopted by the General Meeting;
2. preparing a proposal concerning the individual remuneration of members of the EB to be adopted by the SB, which proposal will in any event include: (i) the remuneration structure and (ii) the amount of the fixed remuneration, the shares and/or options and/or other variable remuneration components, pension rights, severance pay and other forms of compensation to be awarded, as well as the performance criteria and the application thereof;
3. preparing the SB’s remuneration report on the remuneration policy as carried out such report to be adopted by the SB. The remuneration report comprises a report on the way in which the remuneration policy was implemented in the most recent financial year and comprises an outline of the remuneration policy that will be implemented in the  forthcoming financial year and the years following such year; the outline at least contains the information as referred to in II.2.10 of the Code. The remuneration report will be placed on the Company’s website as referred to in article 1.7 of the Rules for the SB.

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

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

2.1. The remuneration committee shall consist of at least 2 members.

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

1. 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;
2. neither the chairman of the SB, nor any of the Company’s (former) members of the EB, nor any member of the EB of any other listed company, may (simultaneously) be the chairman of the remuneration committee;
3. none of its members, with the exception of no more than one person, may (simultaneously) the member of the EB of any other Dutch listed company.

2.3. The remuneration committee is competent:

1. to have discussion either jointly or separately with the chairman of the EB and the Director Corporate Human Resources;
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 proper functioning of the remuneration committee. He shall act as the spokesman of the remuneration committee and shall be the main contact for the SB.

Article 4 - Remuneration committee meetings (agenda, attendance, minutes)
 
4.1. The remuneration committee will hold at least one meeting per year and whenever one or more of its members request a meeting. Remuneration committee meetings are generally held at the offices of the Company, but may also take place elsewhere.

4.2. Members of the EB shall not be invited to participate in the meetings of the remuneration committee, unless the remuneration committee determines otherwise.

4.3. Remuneration committee meetings shall be convened by the member(s) requesting the meeting. Where this is practically possible, notices convening a meeting and the agenda 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 remuneration committee.

4.4. Minutes of the meeting shall be prepared. These minutes shall generally be adopted by in the next meeting of the remuneration committee. 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 member(s) of the remuneration committee as soon as practically possible.

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.