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Rules governing the Supervisory Board's Remuneration Committee Royal BAM Group nv

These rules have been prepared 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 of the remuneration committee

1.1Without prejudice to article 5.1 of the Supervisory Board’s rules, the Remuneration 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.
1.2The responsibilities of the Remuneration Committee shall include:
  1. preparing a proposal for the Supervisory Board concerning the remuneration policy for members of the Executive Board and any substantial changes therein, to be adopted by the general meeting of shareholders;
  2. preparing a proposal concerning the individual remuneration of members of the Executive Board within the framework of the remuneration policy as adopted by the general meeting of shareholders, which proposal will in any event include: (i) the remuneration structure and (ii) the amount of the fixed remuneration, the variable remuneration components (including granted shares and/or options, if any), pension rights, severance pay and other forms of compensation to be awarded, as well as the performance criteria and the application thereof;
  3. preparing a proposal concerning the individual remuneration of the members of the Supervisory Board for adoption by the general meeting of shareholders;
  4. preparing the Supervisory Board's remuneration report on the remuneration policies for the Executive Board to be adopted by the Supervisory Board.
1.3The remuneration report comprises (i) a report on the way in which the remuneration policy was implemented in the past financial year (ii) an outline of the remuneration policy that will be implemented in the next forthcoming financial year and the years following such year, (iii) an explanation how the chosen remuneration policy contributes to the achievement of the long-term objectives of the company and furthermore (iv) at least the following information:
  1. an overview of the costs incurred by the company in the financial year in relation to the remuneration of the members of the Executive Board. In this overview a breakdown will be provided showing fixed salary, annual cash bonus, shares, options and pensions rights that have been awarded and other emoluments. Shares, options and pensions rights must be recognised in accordance with the accounting standards;
  2. a statement that the scenario analyses referred to in best practice provision II.2.1 of the Dutch corporate governance code have been carried out;
  3. if applicable, for each member of the Executive Board the maximum and minimum numbers of shares conditionally granted in the financial year or other share-based remuneration components that a member of the Executive Board may acquire if the specific performance criteria are achieved;
  4. if applicable, a table with information regarding the value of shares, options and other share-based remuneration components, which table have been set out in best practice provision II.2.13 sub d of the Dutch corporate governance code;
  5. a statement of the relative importance of the variable and non-variable remuneration components and an explanation of this ratio and, if applicable, an explanation of any absolute change in the non-variable remuneration component;
  6. if applicable, the composition of the group of companies (peer group) whose remuneration policy determines in part the level and composition of the remuneration of the Executive Board members;
  7. a description of the performance criteria on which the performance-related component of the variable remuneration is dependent, in so far as a disclosure would not be undesirable because the information is competitive sensitive, and of the discretionary component of the variable remuneration that can be fixed by the Supervisory Board as it sees fit;
  8. a summary and account of the methods that will be applied in order to determine whether the performance criteria have been fulfilled;
  9. an account for the chosen performance criteria, of the relationship between the chosen performance criteria and the strategic objectives applied and of the relationship between remuneration and performance, both ex ante and ex post;
  10. current pension schemes and the related financing costs;
  11. agreed schemes for early retirement of Executive Board members;
  12. an explanation of any special remuneration during a given financial year paid to an Executive Board member or former Executive Board member;
  13. an account for and an explanation of remuneration paid or promised in the year under review to an Executive Board member by way of severance pay.
1.4The remuneration report shall be published on the company’s website. The main features of the remuneration report shall be embedded in the report of the Supervisory Board, which report forms part of the annual report of the company.
1.5The Remuneration Committee shall prepare of each meeting a report of its deliberations and findings and distribute said report to the members of the Supervisory Board. The same applies to each advice adopted outside a meeting.

Article 2 Composition, expertise and independence of the remuneration committee

2.1The Remuneration Committee is one of the Supervisory Board’s standing committee’s.
2.2The Remuneration Committee shall consist of at least two members. The members shall be appointed and dismissed by the Supervisory Board.
2.3Without prejudice to article 3.3 of the Supervisory Board’s rules, the following requirements must be observed in composing the Remuneration Committee,:
  1. 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;
  2. neither the chairman of the Supervisory Board, nor any of the company's former members of the Executive Board, nor one or more member(s) of the Executive Board of any listed company other than the company, may (simultaneously) be the chairman of the Remuneration Committee;
  3. none of its members, with the exception of no more than one person, are (simultaneously) member of the Executive Board of any listed Dutch company other than the company.
2.4If the Remuneration Committee makes use of the services of a remuneration consultant in carrying out its duties, it shall verify that the consultant concerned does not provide advice to the company’s Executive Board.

Article 3 Chairman

3.1Subject 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 Remuneration Committee. The chairman shall act as the spokesman of the Remuneration Committee and shall be the main contact for the Supervisory Board.

Article 4 Remuneration committee meetings (committee calendar, participants, minutes)

4.1The Remuneration Committee will hold a meeting at least once a year and whenever one or more of its members have requested a meeting. Remuneration Committee meetings are generally held at the offices of the company, but may also take place elsewhere.
4.2The Remuneration 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 adopted in this manner will be put in writing and will be signed by all the committee members.
4.3The Remuneration 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.
4.4Remuneration Committee meetings shall be convened by or on behalf of the chairman of the Remuneration Committee or by any other member 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 Remuneration Committee.
4.5Of 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

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

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