et”
‘AlczoNobel
APPOINTMENT TO THE BOARD OF MANAGEMENT
Information on Mr. LW. Gunning
1. Family name and first names
Gunning, Louis Wi (Tex)
2.Place and date of bith
Zwolle, 16 August, 1080
Nationality
Dutch
4.(Former) occupation
{A present Mr. Gunning is Managing Director ofthe Decorate Paints
business of AkzoNobal. Prior to joining AkzoNobel Mr. Gunning was CEO
‘and Chaifan of Vedor N.V. Up to 2007 Mr. Gunning was working for
Unilever for 25 years of which 18 years in Asia, the lat 7 years their
Regional President
5. Reasons for Appointment tothe Board of Management
Me, Gunning brings with him to Decorative Paints a wealth of experience in
consumer facing businesses,
Furthermore, he has developed a special interest fr the role of business in
society and “howto build and grow businesses in a global complex and
Interconnected weld. He deeply believes that great performance is
‘strongly dependent on a company’s ably to develop great leaders at al
levels ofthe organization and dependent on developing a strong sense of
‘community with al stakeholders.
6. Summary of employment agreement
Employment agreements are entered into fora period of four years.
In conformity wit: the Dutch Corporate Governance Code this
‘appointment wil erminate on May 1, 2013, after which period
reappointment can take place for consecutive period of four years
‘each, of 80 much shorter as wl flow from the application ofthe
‘ate of retiremera se
‘AkzoNobel
{Meappointment does not take place and the employment agreement
btwoen the board member concemed and Akzo Nobel N.V. nat
Continued o ifthe agreements terminated clherwise by the
‘company, ater than for cause, the board member wil be entitled toa
severance payment to be established by the Supervisory Board in
‘cardance wit he principles ofthe Dutch Corporate Governance
Code and mandtory Dutch law to the extent applicable
The formal retirement date isthe last day ofthe month in which the
‘Annual Shareholers’ Meeting is hed in the year in which the board
‘member wil reach the age of 62 (sitytwo). The Supervisory Board
fan agree wth a Board member to stay on beyond the formal
Febremant date
“The base salary amounts to EUR 70.000 per annum.
‘Adjustment of he base salary wl take place if and when the
Supervisory Boars of Akzo Nobel considers this appropiate
‘The target shortterm incentive (annual bonus) is 65% ofthe base
salary. The bonus opportunity is inked to EVA (Economic Value
‘Aided, EVA targets for tne Bonus wil be determined annually by the
‘Supervisory Board. The EVA performance accounts for 70% of the
‘annual bonus opportunity. The remaining 30% of the bonus
‘opportunity is based on individual quantifiable targets. Reference is
30 made to the plans to be proposed at the General Meeting of
rarehalders of £008,
In adalion, Me. Gunning wil receive an adational bonus of no more
than 100% of his base salary forthe successful integration ofthe
Decerative Paints businesses of AkzoNabel and the former IC! o be
‘measured over a three year period and subject to achieving speciic
targets.
With respect to the long-term incentive plans (Performance Share
Pan) reference is made tothe plans to be proposed at the General
Meeting of Shareholders of 200.
‘The pension stricture js based on the defined contribution system
comparable with he rules for AkzoNobel nthe Nethertands.
Extomal board memberships are alowed on the condition of approval
by the Supervsory Board. The number of external board
memberships dees not exceed two, except in the year before
Fetirement. In thet year more than two extemal Board memberships
‘may be approved the Supenisory Board