0.2 The Remuneration and Appointment Committee is a standing committee of the Supervisory Board.

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2 0. INTRODUCTION 0.1 These Terms of Reference have been drawn up by the Supervisory Board pursuant to clause 5.4 of the By-Laws of the Supervisory Board and clause 20.9 of the Articles of Association of the Company. 0.2 The Remuneration and Appointment Committee is a standing committee of the Supervisory Board. 0.3 Certain capitalised or uncapitalised terms used but not defined in these Terms of Reference have the meanings given to them in the By-Laws of the Supervisory Board and the List of Definitions attached to those By-Laws as Annex COMPOSITION 1.1 The Remuneration and Appointment Committee shall consist of at least two members. All members of the Remuneration and Appointment Committee must also be members of the Supervisory Board. More than half of the members of the Remuneration and Appointment Committee should be independent within the meaning of clause 1.5 of the By-Laws of the Supervisory Board subject to deviating arrangements set out in the Relationship Agreement or adequate disclosure in the Annual Report. 1.2 The members of the Remuneration and Appointment Committee shall be appointed and may be replaced at any time by the Supervisory Board. The Supervisory Board shall appoint one of the members of the Remuneration and Appointment Committee as Chairman of the Remuneration and Appointment Committee. 1.3 The Remuneration and Appointment Committee shall not be chaired by the Chairman of the Supervisory Board or by a former member of the Management Board of the Company The term of office of a member of the Remuneration and Appointment Committee will generally not be set beforehand, subject to deviating arrangements set out in the Relationship Agreement. It will, inter alia, depend on the composition of the Supervisory Board as a whole and that of other committees from time to time. 1.5 The Company Secretary shall act as secretary to the Remuneration and Appointment Committee. The Company Secretary may delegate his duties, or parts thereof, under these Terms of Reference, to a deputy appointed by him in consultation with the Chairman of the Remuneration and Appointment Committee. 2. DUTIES AND POWERS 2.1 The Remuneration and Appointment Committee has the following duties: (a) to draft proposals to the Supervisory Board for the remuneration policy to be pursued for members of the Management Board and staff of the Company, which policy, as well as any material changes thereto, shall be submitted to the General Meeting of Shareholders for adoption. 2 The remuneration policy applicable to Management Board members should be clear and understandable, should focus on long-term value creation for the Company and its affiliated enterprise, and take into account the internal pay ratios within the enterprise. The Remuneration Policy should not encourage Management Board members to act in their own interest, nor to take risks that are not in keeping with 1 Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, best practice provision

3 the strategy formulated and the risk appetite that has been established. The Supervisory Board is responsible for formulating the Remuneration Policy and its implementation. 3 The following aspects should in any event be taken into consideration when formulating the proposal for the Remuneration Policy: (iii) (iv) (v) (vi) (vii) the objectives for the strategy for the implementation of long-term value creation; 4 the scenario analyses carried out in advance; the pay ratios within the company and its affiliated enterprise; the development of the market price of the shares; an appropriate ratio between the variable and fixed remuneration components. The variable remuneration component is linked to measurable performance criteria determined in advance, which are predominantly long-term in character; if shares are being awarded, the terms and conditions governing this. Shares should be held for at least five years after they are awarded; and if share options are being awarded, the terms and conditions governing this and the terms and conditions subject to which the share options can be exercised. Share options cannot be exercised during the first three years after they are awarded. 5 (b) to draft proposals for the remuneration of the individual members of the Management Board; such proposals shall be drawn up in accordance with the remuneration policy that has been established and, in any event, deal with: 6 the remuneration structure; the amount of the fixed remuneration, shares and/or options to be granted and/or other variable remuneration components, the performance criteria used, the scenario analyses that are carried out and the pay ratios within the company and its affiliated enterprise 7, and, if there are reasons therefore, to make proposals for changes or additions to the remuneration of individual members of the Management Board, which remuneration and possible changes and/or additions shall be submitted for adoption to the Supervisory Board (without prejudice to the power of the Supervisory Board to delegate the final adoption to the Remuneration and Appointment Committee, within the framework set by the Supervisory Board). The inadequate performance of duties should not be rewarded; 8 (c) to take note of the individual Management Board members views with regard to the amount and structure of their own remuneration. The Remuneration and Appointment Committee should ask the members of the Management Board to pay attention to the aspects referred to in article 2.1.b of these Terms of Reference; 9 3 Dutch Corporate Governance Code, Principle Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, Principle 3.2 and best practice provision Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, Principle Dutch Corporate Governance Code, best practice provisions and

4 (d) (e) to monitor and analyze developments of the Dutch Corporate Governance Code and applicable laws and regulations in relation to remuneration policies; to prepare the Remuneration Report referred to in clause 12.3 of the By-Laws of the Supervisory Board. 10 In the remuneration report, the supervisory board should render account of the implementation of the remuneration policy in a transparent manner. The report should be posted on the company s website. 11 This report should in any event describe in a transparent manner, in addition to the matters required by law: (iii) (iv) (v) (vi) how the remuneration policy has been implemented in the past financial year; how the implementation of the remuneration policy contributes to long-term value creation; that scenario analyses have been taken into consideration; the pay ratios within the company and its affiliated enterprise and, if applicable, any changes in these ratios in comparison with the previous financial year; in the event that a management board member receives variable remuneration, how this remuneration contributes to long-term value creation, the measurable performance criteria determined in advance upon which the variable remuneration depends, and the relationship between the remuneration and performance; and in the event that a current or former management board member receives a severance payment, the reason for this payment; (f) (g) (h) (j) to make proposals to the Supervisory Board for the remuneration of the individual members of the Supervisory Board, which remuneration will be submitted to the General Meeting of Shareholders for adoption; to draft selection criteria and appointment procedures for Supervisory Board members and the Management Board members; 12 to periodically assess the size and composition of the Supervisory Board and the Management Board, and to make proposals for the Supervisory Board Profile; 13 to periodically assess the functioning of individual Supervisory Board members and Management Board members and report their findings to the Supervisory Board; 14 to draw up a plan for the succession of Management Board members and Supervisory Board members; 15 (k) to make proposals for (re)appointments; 16 (l) to supervise the policy and remuneration of the Management Board on the selection criteria and appointment procedures for the Company s key employees. 17 The Management Board and the Supervisory Board should be composed such that the 10 Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, Principle Dutch Corporate Governance Code, best practice provisions and

5 requisite expertise, background, competencies and - as regards the Supervisory Board - independence are present for them to carry out their duties properly. 18 The size of these two bodies reflect these requirements. 19 Each Supervisory Board member and each Management Board member should have the specific expertise required for the fulfilment of his duties. Each Supervisory Board member should be capable of assessing the broad outline of the overall management. 20 (m) (n) (o) (p) (q) (r) to prepare the decision-making process of the Supervisory Board on the acceptance by a member of the Management Board of the membership of the Supervisory Board of a listed company; to prepare the decision-making process of the Supervisory Board concerning any conflicts of interest that may arise in the acceptance by members of the Supervisory Board of additional positions; to review the proposal of the Management Board regarding the annual remuneration and bonuses of all employees; to monitor the culture and working atmosphere within the Company, including elements that define same such as the standard of employee benefits and quality of facilities; to make a proposal to the Supervisory Board to draw up a diversity policy for the composition of the Management Board and the Supervisory Board. The policy should address the concrete targets relating to diversity and the diversity aspects relevant to the Company, such as nationality, age, gender, and education and work background 21 ; and to make a proposal to the Supervisory Board to draw up the corporate governance statement explaining the diversity policy and the way that it is implemented in practice, addressing: (iii) the policy objectives; how the policy has been implemented; and the results of the policy in the past financial year. If the composition of the Management Board and the Supervisory Board diverges from the targets stipulated in the Company s diversity policy and/or the statutory target for the male/female ratio, if and to the extent that this is provided under or pursuant to the law, the current state of affairs should be outlined in the corporate governance statement, along with an explanation as to which measures are being taken to attain the intended target, and by when this is likely to be achieved The Remuneration and Appointment Committee may only exercise such powers as are explicitly attributed or delegated to it by the Supervisory Board and it may never exercise powers beyond those exercisable by the Supervisory Board as a whole. 2.3 When performing its duties the Remuneration and Appointment Committee may seek assistance or information from one or more experts appointed by it at a reasonable price agreed upon with 18 Also refer to independence criteria: Dutch Corporate Governance Code, best practice provision and Dutch Corporate Governance Code, Principle Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, best practice provision

6 the Remuneration Committee and in consultation with either one of members of the Management Board of the Company, which will be paid by the Company. The Management Board may request to review the fees spent on experts by the Remuneration and Appointment Committee on reasonableness on a semi-annual basis. 3. MEETINGS 3.1 The Remuneration and Appointment Committee shall meet as often as required for a proper functioning of the Remuneration and Appointment Committee. The meetings are, as much as possible, scheduled annually in advance. The Remuneration and Appointment Committee shall meet earlier if this is deemed necessary by the Chairman of the Remuneration and Appointment Committee or by two other members of the Remuneration and Appointment Committee. 3.2 Meetings of the Remuneration and Appointment Committee are in principle called by the secretary of the Remuneration and Appointment Committee on behalf of the Chairman of the Remuneration and Appointment Committee, in consultation with the Chairman of the Remuneration and Appointment Committee. Save in urgent cases, to be determined by the Chairman of the Remuneration and Appointment Committee, the agenda for the meeting shall be sent at least seven working days before the meeting to all members of the Remuneration and Appointment Committee. To the extent possible, written explanations and/or other related documents will be enclosed for each item on the agenda. 3.3 The Remuneration and Appointment Committee shall decide if and when a member of the Management Board should attend its meetings. The members of the Management Board shall not attend meetings of the Remuneration and Appointment Committee where their own remuneration is discussed. In addition and subject to clause 2.3, the Global Head of the HR department of the Company and/or independent experts may be invited to attend meetings of the Remuneration and Appointment Committee. Each member of the Supervisory Board may attend meetings of the Remuneration and Appointment Committee. 3.4 The secretary of the Remuneration and Appointment Committee or any other person designated for such purpose by the chairman of the meeting shall draw up minutes of the meeting of the Remuneration and Appointment Committee. 4. REPORTING TO THE SUPERVISORY BOARD 4.1 The Remuneration and Appointment Committee must inform the Supervisory Board in a clear and timely manner about the way it has used delegated powers and of major developments in the area of its responsibilities. 4.2 The Supervisory Board shall receive from the Remuneration and Appointment Committee a report of its deliberations and findings. 23 The reports of the meetings of the Remuneration and Appointment Committee shall be circulated prior to the subsequent meeting of the Supervisory Board. 4.3 If requested, the Chairman of the Remuneration and Appointment Committee shall at meetings of the Supervisory Board provide the Supervisory Board with further information on the outcome of the discussions of the Remuneration and Appointment Committee. 4.4 Every Supervisory Board member shall have unrestricted access to all records of the Remuneration and Appointment Committee. A member of the Supervisory Board shall exercise this right in consultation with the Chairman of the Remuneration and Appointment Committee and the Company Secretary. 23 Dutch Corporate Governance Code, best practice provisions and

7 5. MISCELLANEOUS 5.1 The Chairman of the Remuneration and Appointment Committee (or one of the other Remuneration and Appointment Committee members) shall be available to answer questions regarding the Remuneration and Appointment Committee's activities at the annual General Meeting of Shareholders. 5.2 The Supervisory Board may occasionally decide at its sole discretion not to comply with these Terms of Reference, subject to applicable law and regulations and, where applicable, adequate disclosure in the Annual Report. 5.3 The Remuneration and Appointment Committee shall review and re-assess the adequacy of these Terms of Reference annually, report its assessment to the Supervisory Board and recommend, where appropriate, any proposed changes to the Supervisory Board. 5.4 The Supervisory Board can at all times amend these Terms of Reference and/or revoke any powers granted by it to the Remuneration and Appointment Committee. 5.5 Clauses 24.4 to 24.7 inclusive of the By-Laws of the Supervisory Board shall apply by analogy to the Remuneration and Appointment Committee, while the power of the Supervisory Board or the Chairman of the Supervisory Board referred to in these clauses shall for the application of these Terms of Reference be considered a power of the Supervisory Board or the Chairman of the Supervisory Board. 5.6 The annual report of the Supervisory Board as referred to in clause 9.2 of the By-Laws of the Supervisory Board shall state the composition of the Remuneration and Appointment Committee, the number of meetings held by the Remuneration and Appointment Committee and the main issues dealt with at these meetings These Terms of Reference and the composition of the Remuneration and Appointment Committee are posted on the Company s website. 25 * * * * * 24 Dutch Corporate Governance Code, best practice provision Dutch Corporate Governance Code, best practice provision

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