2. Delegation 3. Audit Services audit services engagement 4. Audit-Related Services audit-related services

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1 The AkzoNobel Audit Committee Audit, Audit-related and Non-Audit services Pre-Approval Policy Adopted by the Audit Committee on June 19, 2003 Under the US Sarbanes-Oxley Act of 2002, the Audit Committee is required to pre-approve the audit, audit-related and non-audit services performed by the external auditor in order to assure that they do not impair the auditor's independence from AkzoNobel. The Supervisory Board of AkzoNobel has adopted the AkzoNobel Auditor s Independence Policy and a Charter for the Audit Committee. In line with this policy and the Charter, the Audit Committee has set these pre-approval policies and procedures. 1. Principle In principle, for audit related and non-audit services that have not been prohibited, the Audit Committee has to pre-approve all such work carried out by the company s external auditors. Proposed services either may be pre-approved without consideration of specific case-by-case services by the Audit Committee (general pre-approval) or be specifically pre-approved by the Audit Committee (specific pre-approval). The Audit Committee believes that the combination of these two approaches in this Policy will result in an effective and efficient procedure to pre-approve the services performed by the external auditor. As set forth in this Policy, unless a type of service has received general pre-approval, it will require specific pre-approval by the Audit Committee if it is to be provided by the external auditor. Any proposed services exceeding pre-approved cost levels or budgeted amounts will also require specific pre-approval by the Audit Committee. In connection with both types of pre-approval, the Audit Committee will consider whether such services are consistent with all applicable regulations and stock exchange rules on auditor independence. The Audit Committee will also consider whether the external auditor is best positioned to provide the most effective and efficient service. The Audit Committee is also mindful of the relationship between fees for audit, audit-related and non-audit services in deciding whether to pre-approve any such services. The Audit Committee will determine, for each fiscal year, the appropriate ratio between the total amount of fees for audit and audit-related services and the total amount of fees for all other permissible non-audit services. As a general rule, the total fees for audit-related and non-audit services shall not exceed the total fees for audit services without the specific pre-approval of the Audit Committee.

2 Appendix I to this Policy describes the audit services, audit-related services, and non-audit services that have the general pre-approval of the Audit Committee. The term of any general pre-approval is 12 months from the date of pre-approval (except for 2003 when this period is eight months), unless the Audit Committee states otherwise. The Audit Committee will annually review and pre-approve the services that may be provided by the independent auditor without obtaining specific pre-approval from the Audit Committee. The Audit Committee will revise the list of general pre-approved services from time to time, based on subsequent determinations. The purpose of this Policy is to set forth the procedures by which the Audit Committee intends to fulfill its responsibilities. This Policy does not delegate the Audit Committee's responsibilities to pre-approve services performed by the external auditor to management. The external auditor has reviewed this Policy and has indicated that it believes that implementation of this Policy will not adversely affect the auditor's independence. 2. Delegation The Audit Committee may delegate either type of pre-approval authority to its Chairman, but for special purposes only, and provided that decisions of the Chairman of the Audit Committee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. 3. Audit Services The annual audit services engagement (audit services engagement) terms and fees will be subject to the specific pre-approval of the Audit Committee. The Audit Committee will monitor the audit services engagement as necessary, but no less than on a semi-annual basis, and will also approve, if necessary, any changes in terms, conditions and fees resulting from changes in audit scope, AkzoNobel s structure or other items. In addition to the annual audit services engagement approved by the Audit Committee, the Audit Committee may grant general pre-approval to other audit services, as defined in the AkzoNobel Policy on Auditor Independence. The Audit Committee has pre-approved the audit services specified in Appendix I. All other audit services not listed in Appendix I must be specifically pre-approved by the Audit Committee. 4. Audit-Related Services Audit-related services, as defined in the AkzoNobel Policy on Auditor Independence, are assurance and related services that are reasonably related to the performance of the audit or review of AkzoNobel's financial statements and are traditionally performed by the independent auditor (audit-related services). The Audit Committee has pre-approved the audit-related services specified in Appendix I. All other audit-related services not listed in Appendix I must be specifically pre-approved by the Audit Committee.

3 5. Non-Audit services The Audit Committee may grant general pre-approval to non-audit services, as defined in the AkzoNobel Policy on Auditor Independence, that it believes are routine and recurring services (non-audit services) that would not impair the independence of the auditor and are consistent with all applicable rules and regulations on auditor independence. Included are tax services, that are related to tax compliance, tax advice and tax planning, including all services performed by the independent auditor's professional staff in its tax division (tax services), except those rendered in connection with the audit. The Audit Committee may grant general pre-approval to those tax services that have historically been provided by the external auditor, would not impair the independence of the external auditor and are consistent with all applicable rules and regulations on auditor independence. The Audit Committee will not permit the retention of the external auditor in connection with a transaction initially recommended by the external auditor, the sole business purpose of which may be tax avoidance and the tax treatment of which may not be supported in relevant tax regulations. The Audit Committee has pre-approved the non-audit services specified in Appendix I. All non-audit services not listed in Appendix I must be specifically preapproved by the Audit Committee. 6. Prohibited Services Prohibited services are defined in the AkzoNobel Policy on Auditor Independence. Notwithstanding any other part of this Policy, the external auditor may not perform any of such services at any time. 7. Procedures All requests or applications for services to be provided by the external auditor that do not require specific approval by the Audit Committee will be submitted to the Director of Internal Auditing Service. Such requests or applications must include a detailed description of the services to be rendered. The Director of Director of Internal Auditing Service will determine whether such services are included within the list of services that have received the general pre-approval of the Audit Committee. Any engagement of the external auditor needs the pre-approval of the Director of Internal Auditing Service in addition to the line manager. The Audit Committee will be informed on a timely basis of any such services rendered by the external auditor. The Director of Internal Auditing Service will submit requests or applications to provide services that require specific approval by the Audit Committee to the Audit Committee and the Secretary Board of Management. These must include statements as to whether, in the view of the external auditor and of the Director of Internal Auditing Service, the request or application is consistent with the applicable rules and regulations on auditor independence.

4 The Audit Committee has designated the Director of Internal Auditing Service to monitor compliance with this Policy for all services provided by the external auditor. The Director of Internal Auditing Service will report to the Audit Committee and the Secretary Board of Management on a periodic basis on the results of its monitoring. The Director of Internal Auditing Service, the Secretary and Management will immediately report to the Chairman of the Audit Committee any breach of this Policy that comes to the attention of any of them. The Audit Committee will also review the Director of Internal Auditing Service s annual internal audit plan to determine that the plan provides for the monitoring of the external auditor's services. 8. Additional Requirements The Audit Committee has determined to take additional measures on an annual basis to meet its responsibility to oversee the work of the external auditor and to assure the auditor's independence from AkzoNobel. These include reviewing a formal written statement from the external auditor delineating all relationships between the external auditor and the Company, consistent with the AkzoNobel Policy on Auditor Independence, and discussing with the external auditor its methods and procedures for ensuring independence. 9. Disclosure AkzoNobel will disclose the substance of this Policy in its Annual Reports on Form 20-F

5 Appendix I General pre-approved services To ensure that the Akzo Nobel Auditor s Independence Policy is followed, the Audit Committee has established general pre-approval procedures for audit and particular audit related and permitted non-audit services and specific pre-approval procedures for all other permitted services and/ or for proposed services exceeding the preapproved cost level of EUR 500,000. Audit services (see Policy audit services a) through d)): Issuing the audit opinion for Akzo Nobel s Group reporting purposes and on Akzo Nobel s consolidated financial statements. This service includes the review of internal accounting and financial reporting controls; Issuing the audit opinion on the statutory financial statements of the holding company and of its subsidiaries, where legally required; Issuing the audit opinion and attestations on the Annual Report on Form 20F and other SEC filings; Issuing review opinions on interim financial statements; The Audit Committee approves audit services through the annual audit engagement letter, which is an umbrella agreement that forms the basis for local engagement contracts. The audit engagement also includes the provision of advice on accounting policies to be applied to specific transactions as well as advice to management on the effectiveness of internal controls together with recommendations for improvement, i.e. the Management Letter that is normally produced by the auditors discussing the findings of their audit work. The external auditor is appointed to perform the above services and does not need to go through a tender process for each engagement. Audit related and permitted non-audit services Particular audit related and permitted non-audit services have been identified for a general pre-approval process, where services can be obtained from our external auditor without prior specific approval and on which the Audit Committee needs to be informed on a timely basis. The term of the general pre-approval is 12 months from the date of the pre-approval (except for 2003 when this period is eight months) unless the Audit Committee states otherwise. These particular services are historically provided by the external auditor, often are of a recurring nature and relate to the following categories: Audit related services (see Policy audit related services a) through d)) Opinions/ audit reports on other information provided by the company upon a request from a third party (e.g. a prospectus, comfort letters, royalty audits, or a report on employee benefit plans) Opening balance sheet audits of acquisitions Closing balance sheet audits of disposals Advice on accounting policies

6 Non-audit services (see Policy non-audit services a), b) and d)) Tax compliance work Tax consulting services (including tax planning, but excluding representation in (tax) courts) E- commerce advisory Specific pre-approval procedure For all other permitted audit and non-audit services, as well as all proposed engagements exceeding EUR 500,000, the Audit Committee will have to specifically pre-approve the engagement of the external audit firm.

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8 Appendix 2 Detailed overview pre-approval of services provided by External Auditor Tender in principle required Pre-approval < 250 K 250K - 500K > 500K Process AUD i AC ii Audit services a) Issuing the audit opinion for AkzoNobel s Group reporting No No No Appointment by AC purposes and on AkzoNobel s consolidated financial statements b) Issuing the audit opinion on the statutory financial statements No No No Appointment by AC c) Issuing the audit opinion and attestations on the Annual Report No No No Appointment by AC on Form 20F and other SEC filings d) Issuing review opinions on interim financial statements No No No Appointment by AC Audit related services a) Opinions/ audit reports on other information No No Yes General 1 Submit Info 1 b) Opening balance sheet audits of acquisitions No No Yes General 1 Submit Info 1 c) Closing balance sheet audits of disposals No No Yes General 1 Submit Info 1 d) Advice on accounting policies No No Yes General 1 Submit Info 1 e) Due diligence investigations No Yes Yes Specific Submit Approve f) Special purpose IT audits or IT auditors review of set up of IT No Yes Yes Specific Submit Approve systems g) Internal audit services but subject to restrictions No Yes Yes Specific Submit Approve Non-audit services a) Tax compliance work No No Yes General 1 Submit Info 1 b) Tax consulting services No No Yes General 1 Submit Info 1 c) Treasury advisory services No No Yes Specific Submit Approve d) E- commerce advisory No No Yes General 1 Submit Info 1 e) Corporate finance advisory No No Yes Specific Submit Approve f) Risk management and internal control projects No Yes Yes Specific Submit Approve g) Forensic audits but subject to restrictions No Yes Yes Specific Submit Approve

9 Tender in principle required Pre-approval < 250 K 250K - 500K > 500K Process AUD i AC ii h) Consultancy No Yes Yes Specific Submit Approve Prohibited services (Not to be provided by external auditor) a) Appraisal or valuation services, fairness opinions or No Yes Yes Submit Info contribution in kind reports b) Internal audit outsourcing services that relate to the internal No Yes Yes Submit Info accounting controls, financial systems or financial statements c) Financial information systems design and implementation No Yes Yes Submit Info d) Any bookkeeping or other services related to the accounting No Yes Yes Submit Info records or financial statements. Subject to exceptions e) Management functions No Yes Yes Submit Info f) Executive recruiting and human resources services No Yes Yes Submit Info g) Broker or dealer, investment adviser or investment banking No Yes Yes Submit Info services h) Actuarial services, except for assistance in understanding No Yes Yes Submit Info methods, models, assumptions and inputs used in the calculation of the provision i) Legal services and other expert services unrelated to audit for No Yes Yes Submit Info the purpose of advocating Akzo Nobel s interests j) Any other service that the Akzo Nobel Board of Management determines by regulation is not permissible No Yes Yes Submit Info 1 Engagements exceeding EUR 500K always need specific pre-approval of the Audit Committee i AUD Director of Internal Auditing Service ii AC Audit Committee will receive information from AUD for information or for specific approval