Charter of the Strategy Committee

Charter of the Strategy Committee of Draka Holding N.V.

Article 1. Responsibilities

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

Article 2. Activities

2.1 The activities of the Strategy Committee shall include: a) familiarization with and
      risk assessment and study of potential strategies, required technical resources,
      roadmaps and product roadmaps for the Company, b) to provide advice to the
      Supervisory Board with respect thereto.

Article 3. Composition, expertise and independence of the Strategy Committee

3.1 The Strategy Committee shall consist of at least 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 Strategy Committee:
      a) the majority of its members must be independent within the context of the
      Supervisory Board’s Charter, with the exception of no more than one member;
      b) neither the Chairman of the Supervisory Board, nor any of the Company's
      (current or former) members of the Board of Management, may be the Chairman
      of the Strategy 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 Strategy 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 Strategy Committee members as
      Chairman. The Chairman shall be primarily responsible for the proper functioning
      of the Strategy Committee. He/she shall act as the spokesman of the Strategy
      Committee, shall make recommendations for persons to be invited as advisors
      to the Strategy Committee and shall be the main contact for the Supervisory
      Board and the Board of Management on strategic issues.

Article 5. Strategy Committee meetings (agenda, attendance, minutes)

5.1 The Strategy Committee will hold at least two meetings per year. Other meetings
      may be convened by the Chairman of the Strategy Committee, by any of its other
      members or by the Board of Management. Strategy Committee meetings are
      generally held at the offices of the Company, but may also take place elsewhere.

5.2 Upon the request of the Strategy Committee, one or more members of the Board
      of Management and/or one or more senior Officers of the Company can be invited
      to be present at meetings of the Strategy Committee.

5.3 Strategy Committee meetings shall be convened by the Committee Secretary
     on behalf of the Chairman of the Strategy Committee or on behalf of any other
     person authorized to convene a meeting. Where this is practically possible, notices
     for convening a meeting and the agenda of items to be considered therein shall be
     sent seven days before such meeting to each member of the Strategy Committee
     and to invited advisors.

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 Strategy Committee.
      The approved minutes shall be signed by the Chairman and the Committee Secretary
      and distributed in their final form as soon as practically possible to all members of the
      Supervisory Board and to the other participants, the latter as deemed necessary by
      the Chairman.

Article 6. Amendments

6.1 The Strategy 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