Role of the Supervisory Board

The responsibilities, tasks and working methods of the Supervisory Board are laid down in the Articles of Association and the Charters of the Supervisory Board of Draka Holding and its subcommittees. The Supervisory Board is responsible for supervising all the policies and activities of the Board of Management and gives advice wherever this is appropriate. In doing so the Supervisory Board takes into account the interests of all the relevant parties, internally as well as externally. In performing their task, the members of the Supervisory Board focus on the interests of the Company and the business associated with it. For that purpose, the Board of Management timely provides the Supervisory Board with the data required for performing this task.

Members of the Supervisory Board are appointed by the General Meeting following proposals by the Supervisory Board. The General Meeting and the Central Works Council can make recommendations for appointment to the Supervisory Board. The Central Works Council may recommend one third of the Supervisory Board members to be nominated by the Supervisory Board unless the Supervisory Board objects to such recommendation on the grounds
that the recommended person would, in its view, not be capable of properly performing his or her duties as a member of the Supervisory Board or in case the Supervisory Board would no longer
have the required composition as the result of such appointment. The remuneration of the Supervisory Board is determined by the General Meeting.

The composition of the Supervisory Board takes into account the nature of the Company, its activities and the desired expertise and background of its members. The Supervisory Board retirement schedule is drawn up along the principles as expressed in the Code and is designed to prevent an unnecessary number of appointments or reappointments at the same time. The Supervisory Board of Draka Holding currently consists of seven members.

The Supervisory Board established three subcommittees. In view of the scale, diversity and complexity of the matters to be discussed, the committees contribute towards more effective decision making by the Supervisory Board. The composition of these subcommittees is as follows:

1. Audit and Governance Committee: Rob van Oordt (Chairman) and Annemiek Fentener van Vlissingen, Fritz Fröhlich and Graham Sharman (members)


2. Remuneration and Nomination Committee: Fritz Fröhlich (Chairman) and Annemiek Fentener van Vlissingen and Rob van Oordt (members) and


3. Strategy Committee: Graham Sharman (Chairman) and Annemieke Roobeek, Ludo van Halderen and Harold Fentener van Vlissingen (members)

The role, responsibilities and tasks of the Supervisory Board and its subcommittees are laid down in specific charters for the Supervisory Board and each subcommittee. The charters also record
the working methods and composition. The Supervisory Board profile, as well as all the charters, including compositions of the Supervisory Board and each of its subcommittees, are available
at the Draka Holding website (www.draka.com).

Although Draka Holding agrees with the Code, its principles and best-practice provisions, there are some aspects where Draka deviates from the Code:

• The Supervisory Board includes two members who do not qualify as independent, Annemiek Fentener van Vlissingen and Harold Fentener van Vlissingen, which is a deviation from Bp III 2.1.


• The Supervisory Board has not introduced a maximum term of membership of the Supervisory Board because of the need of the Company to have long-term access to the required expertise, which is a deviation from Bp III 3.5.


• Draka Holding’s Supervisory Board has a combined remuneration and nomination committee. As Draka Holding attaches great value to the coordinating role of the Chairman of the Supervisory Board, especially in respect of the selection and nomination process of Supervisory Board and Board of Management members, the Chairman of the Supervisory Board is also Chairman of the Remuneration & Nomination Committee, which is a deviation from Bp III 5.11.