This report describes our remuneration policy and the remuneration paid to members of the Board of Management in 2012.

The remuneration and the individual contracts of the members of the Board of Management are determined by the Supervisory Board within the framework of the remuneration policy. The remuneration policy was first adopted by the Annual General Meeting of Shareholders (AGM) in 2005 and has been amended several times thereafter, most recently in 2011. The performance share plan was approved by the AGM in 2004, when AkzoNobel was still listed at Nasdaq, under the then prevailing rules of Nasdaq. It has been amended two times thereafter, in accordance with article 2:135 of the Dutch Civil Code, most recently in 2010. The share matching plan was approved by the AGM in 2011. Our remuneration policy, including all structures and policies related to the remuneration and employment contracts of the Board of Management, is in line with the Dutch Corporate Governance Code (the Code).

In order to enhance the visibility of the elements that constitute the remuneration policy and the way in which the policy has been applied during the reporting year, the Supervisory Board has decided to make a clearer distinction between the two. The first part of this report describes the remuneration policy as it has been adopted over time, while the second part describes the implementation of the policy in 2012 and proposals for 2013.

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