Rules Selection and Appointment Committee

These rules have been adopted on 15 September 2004 on the basis of article 5.2 of the rules of the Supervisory Board of Royal BAM Group N.V. and have come into force on 1 October 2004. These rules have been amended on 18 November 2009.

Article 1 Responsibilities

1.1

Without prejudice to article 5.1 of the Supervisory Board’s rules, the Selection and Appointment Committee assists and advises the Supervisory Board in relation to the issues mentioned in article 1.2 of these rules and prepares resolutions of the Supervisory Board 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 Supervisory Board and the Executive Board;
  2. at least once a year evaluating the scope and composition of the Supervisory Board and the Executive Board and proposing the profile of the Supervisory Board in relation thereto;
  3. at least once a year evaluating the functioning of individual members of the Supervisory Board and Executive Board and reporting the results thereof to the Supervisory Board;
  4. proposing the (re-)appointments of members of the company's Supervisory Board and Executive Board;
  5. supervising the policy of the Executive Board in relation to the selection and appointment criteria for senior management.
  6. preparing the decision making of the Supervisory Board with regard to accepting by a member of the Executive Board of a supervisory directorship of another listed company;
  7. preparing the decision making of the Supervisory Board with regard to conflict of interests which may occur in acceptance by members of the Supervisory Board of positions elsewhere.

1.3

The Selection and Appointment Committee shall prepare of each meeting a report of its deliberations and findings and shall distribute said report to the members of the Supervisory Board. The same applies to each advice adopted outside a meeting.

1.4

The Selection and Appointment Committee shall annually report about its deliberations and findings. The main features of the activities of the Selection and Appointment Committee shall be embedded in the report of the Supervisory Board, which report forms part of the annual report of the company.

Article 2 Composition, expertise and independence of the selection and appointment committee

2.1

The Selection and Appointment Committee is one of the Supervisory Board’s standing committee’s.

2.2

The Selection and Appointment Committee shall consist of at least two members. The members shall be appointed and dismissed by the Supervisory Board.

2.3

Without prejudice to article 3.3 of the Supervisory Board’s rules all of its members must be independent within the meaning of article 3.3 under d) of the Supervisory Board’s rules, with the exception of no more than one member.

Article 3 Chairman

3.1

Subject to article 2 of these rules, the Supervisory Board shall appoint one of the committee members as chairman. The chairman shall be primarily responsible for the proper functioning of the Selection and Appointment Committee. The chairman shall act as the spokesman of the Selection and Appointment Committee and shall be the main contact for the Supervisory Board.

Article 4 Selection and appointment committee meetings (committee calendar, participants, minutes)

4.1

The Selection and Appointment Committee will hold a meeting at least once a 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

The Selection and Appointment Committee may also adopt an advice outside a meeting, provided that none of its members has objected to this form of advising and each of them is in favour for the advice in question. The chairman shall ensure that the advice given in this manner will be put in writing and will be signed by all the committee members.

4.3

The Selection and Appointment Committee shall decide if and when one or more members of the Executive Board, officers of BAM Group or external advisors have to be present at its meetings.

4.4

The Selection and Appointment Committee meetings shall be convened by or on behalf of the chairman of the Selection and Appointment Committee or by any other member of the committee requesting the meeting. Notices convening a meeting and the agenda of items to be considered and discussed therein shall be dispatched as early as possible before the meeting and sent to each member of the selection and appointment.

4.5

Of each meeting minutes shall be prepared. They shall generally be adopted in the next 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.

Article 5 Rules of the Supervisory Board applicable

5.1

Articles 1.1, 1.5, 8.1, 8.2, 17 and 18 of the rules of the Supervisory Board shall apply mutatis mutandis to these rules.

Bunnik, 18 November 2009
W.K. Wiechers
Chairman of the Supervisory Board