These rules (the "Rules") were prepared on the basis of article 5 paragraph 2 of the Supervisory Board's rules.

Article 1.
Responsibilities.

1.1. Without prejudice to article 5 paragraph 1 of the Supervisory Board's rules, the Audit Committee advises the Supervisory Board in relation to its responsibilities

1.2. The responsibilities of the Audit Committee shall include:
a) supervising and monitoring, and advising the Board of Management on, the effect 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;
b) 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, etc.);
c) supervising the compliance of recommendations and observations of internal and external auditors;
d) 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 findings and considerations of the internal audit department;
e) supervising the policy of the Company on tax planning;
f) supervising the financing policies of the Company;
g) supervising the policy of the Company on the information and communication technology (ICT);
h) 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 by the Company other than the annual accounts, and (iii) taking note of irregularities in respect of the content of the financial reporting as may be reported by the external auditor;
i) recommending the appointment of an external auditor by the Company's general meeting of shareholders;

1.3. The Audit Committee shall prepare and publish on an annual basis a report of its deliberations and findings.

1.4. At least once a year the Audit Committee, shall, together with the Board of Management, report to the Supervisory Board on the developments concerning the relationship with the external auditor, 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 any non-auditing work for the Company by the external auditor. The selection and recommendation of the external auditor will also take into account the outcome of this report.

1.5. At least every four years, the Board of Management, shall, together with the Audit Committee, thoroughly assess the functioning of the external auditor in the various entities and capacities in which the external auditors operates. The main conclusions of the assessment shall be notified to the General Meeting for the purpose of considering the (recommendation for the appointment of) external auditor of the Company.

1.6. 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 respond to all information.

1.7. The Audit Committee's responsibility vis-a-vis the Supervisory Board is to advise the Supervisory Board and to assist the Supervisory Board in fulfilling its oversight responsibilities with respect to issues specifically specified in the Rules or required by law and applicable listing rules and on any other issues as the Supervisory Board may specifically decide from time to time.

The Audit Committee recognizes that the Board of Management is responsible for preparation of the Company's financial statements. Neither the Rules nor any activity of the Committee shall release the Board of Management and the external auditors from their duties and responsibilities. In carrying out its function, the Audit Committee is not providing any expert or special assurance as to the Company's financial statements or compliance with laws and regulations, or any professional certification as to the external auditor's work.