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 SB’s Rules, the selection and appointment committee shall advise the SB in relation to its responsibilities and shall prepare resolutions of the SB in relation thereto.

1.2. The responsibilities of the selection and appointment committee shall include:

1. preparing the selection criteria and appointment procedures for members of the Company’s SB and the EB;
2. periodically evaluating the scope and composition of the EB and SB, and proposing the profile of the SB in relation thereto;
3. periodically evaluating the functioning of individual members of the EB and SB and reporting the results thereof to the SB;
4. proposing the (re )appointments of members of the Company’s EB and SB:
5. supervising the policy of the EB in relation to the selection criteria and appointment procedures for senior management.

1.3. The selection and appointment 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 independence of the selection and appointment committee

2.1. The selection and appointment 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 selection and appointment 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. none of its members, with the exception of no more than one member, may (simultaneously) be member of the EB of any other listed Dutch company.

Article 3 - Chairman

Unless the SB demands otherwise the chairman of the SB shall also be the chairman of the selection and appointment committee. The chairman shall be primarily responsible for the proper functioning of the selection and appointment committee. He shall act as the spokesman of the selection and appointment committee and shall be the main contact for the SB.

Article 4 - Selection and appointment committee meetings (agenda, attendance, minutes)

4.1. The selection and appointment committee will hold at last one meeting per year and whenever one or more of its members have requested a meeting. Selection and appointment 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 selection and appointment committee, unless the selection and appointment committee determines otherwise.

4.3. Selection and appointment 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 and sent to each member of the selection and appointment committee.

4.4. Minutes of the meeting shall be prepared. They shall generally be adopted in the next meeting of the selection and appointment 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 selection and appointment 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.