Charter of the Remuneration and Nomination Committee

Charter of the Remuneration and Nomination Committee of Draka Holding N.V.

Article 1. Responsibilities

1.1 The Remuneration and Nomination Committee advises the Supervisory Board and prepares resolutions for the Supervisory Board. The Supervisory Board may delegate its authority to the Remuneration and Nomination Committee to take decisions in relation to the responsibilities listed below. However, the full Supervisory Board remains responsible for all actions of the Remuneration and Nomination Committee.

Article 2. Activities

2.1 The Remuneration Role:

1. To prepare a proposal for the Supervisory Board concerning the remuneration policies for the Board of Management to be adopted by the General Meeting of Shareholders;


2. To prepare a proposal concerning the individual remuneration of members of the Board of Management to be adopted by the Supervisory Board, which proposals will in any event include: (i) the remuneration structure and (ii) the amount of the fixed remuneration, (iii). the shares and/or options and/or other variable remuneration components, and (iv) pension rights, severance pay and other forms of compensation to be awarded, as well as (v) the performance criteria and the application thereof;


3. To supervise the development and implementation of compensation programs for the members of the Board of Management;


4. To review and propose to the full Supervisory Board corporate targets and objectives relevant to the compensation of the members of the Board of Management and evaluation of the performance of the members of the Board of Management in light of those targets and objectives;


5. To prepare the Supervisory Board's remuneration report on the Remuneration Policies for the Board of Management to be adopted by the Supervisory Board as they need to be included in each Annual Report of the Company.


6. To prepare Policy and actual remuneration proposals for the members of the Supervisory Board to be adopted by the General Meeting of Shareholders.

2.2 The Nomination Role:

1. To draw up selection criteria and appointment procedures for members of the Management Board and members of the Supervisory Board;


2. To conduct performance appraisal interviews and periodically assess the size and composition of the Supervisory Board and the Board of Management, and annually review the profile of the Supervisory Board;


3. To periodically assess the functioning of individual members of the Supervisory Board and the Board of Management, and report on this to the Supervisory Board;


4. Making proposals for appointments and reappointments to the Supervisory Board and/or the Board of Management;


5. To supervise the policy of the Board of Management on the selection criteria and appointment procedures for senior management.


6. To annually review the performance and succession planning of the members of Draka’s top Management team (Management Board Company/Country/ Key Staff managers.)


7. To periodically assess the functioning and/or performance of each of Draka’s Supervisory Board Committees and to recommend changes in the composition of such committees to the Supervisory Board.

2.3 In accordance with the Charter of the Supervisory Board, the Remuneration and
     Nomination Committee shall ensure that the Supervisory Board receives a report
     of its deliberations, conclusions and proposals

Article 3. Composition, expertise and independence of the Remuneration and Nomination Committee

3.1 The Remuneration and Nomination Committee shall consist of a minimum of
      three members. The members shall be appointed by the Supervisory Board
      from among its members.

3.2 The following requirements must be observed in composing the Remuneration
      and Nomination Committee: a) each of its members must be independent within
      the meaning of the Supervisory Board’s Rules and Profile, with the exception
      of no more than one member, b) neither any of the Company's (current or former)
      members of the Board of Management, may be the Chairman of the Remuneration
      and Nomination Committee; c) none of its members, with the exception of no more
      than one person, may (simultaneously) be a member of the Board of Management
      of any other Dutch listed company.***

3.3 The Remuneration and Nomination Committee has the right, after having informed the
      Chairman of the Supervisory Board and the CEO, to obtain advice and assistance
      from outside advisors at the expense of the Company as deemed appropriate to
      perform its duties and activities. Such experts will be held to absolute secrecy on
      the topics upon which they opine.

Article 4. Chairman

4.1  The Supervisory Board appoints one of the Committee members as Chairman.
      The Chairman shall be primarily responsible for the proper functioning of the
      Remuneration and Nomination Committee. He/she shall act as the spokesman of
      the Remuneration and Nomination Committee and shall be the main contact for the
      Supervisory Board and the Board of Management on remuneration and /or nomination
      issues.

Article 5. Remuneration and Nomination Committee meetings (agenda, attendance, minutes)

5.1 The Remuneration and Nomination Committee will hold at least two meetings per
      year in accordance with an annual schedule. Other meetings may be convened
      by the Chairman of the Remuneration and Nomination Committee, by any of its
      other members or by the Board of Management. Remuneration and Nomination
      Committee meetings are generally held at the offices of the Company, but may
      also take place elsewhere.

5.2 Upon the request of the Remuneration and Nomination Committee, the CEO
     of the Company shall be present at the meetings of the Remuneration and Nomination
     Committee, provided that the CEO shall not be present when his compensation is
     determined or recommended to the Supervisory Board. Other members of the Board
     of Management shall not be invited to participate in the meetings of the Remuneration
     and Nomination Committee, unless the Remuneration and Nomination Committee
     decides otherwise.

5.3 Remuneration and Nomination Committee meetings shall be convened by the
      Committee Secretary on behalf of the Chairman of the Remuneration and
      Nomination Committee, or on behalf of any other person as referred to in
      article 5.1 requesting the meeting. Where this is practically possible, notices
      convening a meeting and the agenda of items to be considered shall be
      sent at least seven days before such meeting and to each member of the
      Remuneration and Nomination Committee.

5.4 Minutes of the meetings shall be prepared by the Committee Secretary. These
      minutes shall generally be adopted in the next meeting of the Remuneration and
      Nomination Committee. The approved minutes shall be signed by the Chairman
      and the Committee Secretary and distributed in their final form to all members
      of the Supervisory Board as soon as practically possible.

Article 6. Amendments

6.1 The Remuneration and Nomination Committee shall evaluate this Charter annually to
     identify any specific aspects in respect of which amendments to this Charter and/or
     further regulations are required.

6.2 This Charter can only be amended by a resolution of the Supervisory Board to that
      effect. Any amendment shall be laid down in writing.

This charter was last amended and approved by the Supervisory Board on 13 November 2006