Change

Agreements for members of the Board of Management are concluded for a period not exceeding four years in accordance with the Code. After the initial term, re-appointments may take place for consecutive periods of up to four years each. The notice period by the Board member is subject to a term of three months; notice by the company shall be subject to a six-month term.

Members of the Board of Management normally retire in the year that they reach the age of 62. The employment agreements allow the Supervisory Board to request a Board member to resign between the age of 60 and the regular retirement age for effective succession planning within the Board. In such an exceptional situation, the Board member concerned will be entitled to the “fixed” remuneration component until the date of retirement.

Reference is made to Note 21 in the Financial statements section for an overview of the payments made to former Board members in 2012.

During 2013, Mr. Darner will retire from the company. Details concerning his retirement were concluded in 2012 and accruals have been made accordingly; reference is made to Note 21 in the Financial statements section, as well as the table “Compensation overview members of the Board of Management 2012” in this chapter.

A conditional special award was made to Mr. Gunning in 2008 as part of the remuneration package in connection with his appointment as member of the Board of Management in 2009, to a maximum of one annual base salary (averaged over the performance period). This special award was subject to performance conditions in connection with the integration of the ICI acquisition. The Supervisory Board has reviewed these conditions and also considered the performance of Mr. Gunning under extraordinary circumstances in connection with the turn around and subsequent sale to PPG of the North American Decorative Paints business. Based on this review, the Supervisory Board has decided to approve payout of the award.

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