Principles
Vopak attaches great importance to being able to attract and retain Board members with the right, relevant experience and competencies, so that it can achieve the company's strategic targets.

Within that context, the Remuneration Committee annually assesses the total remuneration package for the Executive Board of Koninklijke Vopak N.V. (Royal Vopak) against remuneration levels of companies comparable to Vopak in terms of international coverage, nature of the business, size and development phase. Since 2009, this peer group has consisted of the following companies: Arcadis, Boskalis, Corio, Draka, DSM, Fugro, Imtech, Nutreco, SBM Offshore and Smit Internationale. The "median" of the peer group is taken as a reference in setting the remuneration of Vopak's Board members. In addition to peer group information, publications by Hay Group and Towers Watson are used. The principle is that the total remuneration package, consisting of the annual salary, a short-term and long-term variable remuneration and an annual pension contribution, is sufficiently in line with the remuneration packages offered by the said companies.

In addition to the external remuneration benchmark, internal remuneration relationships are relevant. The composition and the amount of the remuneration package for the Executive Board are intended to be properly related to the remuneration package for the next level down in the Vopak organisation.

The total remuneration package has a transparent and simple structure, featuring a sound balance between fixed and variable remuneration components, and with the pre-set criteria for short-term and long-term remuneration being perfectly in line with the company's short-term and long-term targets. In part, the remuneration's transparency is guaranteed on the basis of a clear explanation of the policy in the company's annual report and the fact that the variable remuneration - to the extent it pertains to financial performance - is based on the figures published in the annual report.

The Dutch Corporate Governance Code constitutes an important basis for trends in and decision-making with respect to the remuneration of the Executive Board. In developing the remuneration policy, the Remuneration Committee seeks the advice of independent external advisers.

Remuneration policy in 2010
On the basis of the principles set forth above, the Supervisory Board, having obtained the advice of the Remuneration Committee, has prepared the following remuneration policy for the Executive Board in 2010.

1. Fixed component - Annual salary
In setting fixed gross annual salaries, the decisive factor is that these salaries should adequately remunerate Vopak's Board members for their responsibilities, challenges and performance. To make sure that the salaries are sufficiently in line with the market, they are based on the "median" of the peer group.

2. Short-term variable remuneration
Depending on Vopak's performance in relation to pre-agreed targets for 2010, Board members can earn short-term variable remuneration.

The performance-related targets for 2010 have been divided into financial targets and non-financial targets, in the same proportion as at the target level. At the beginning of the year, the Supervisory Board sets the targets. For commercial and competitive reasons, the specific targets are not published.

For 2010, the financial target is related to "Growth in EBITDA": the percentage improvement of the 2010 EBITDA (Earnings Before Interest and Tax, Depreciation and Amortisation) on the 2009 EBITDA. The financial target and the related remuneration are laid down in a performance/remuneration matrix.

The non-financial element pertains to "sustainability" targets (such as safety and KPIs from the Global Reporting Initiative), customer satisfaction and employee satisfaction, with the latter two alternately being applicable every other year and each applying for two years. The employee satisfaction criterion is applicable in 2010.

A third non-financial target element is the performance of the Executive Board as assessed by the Supervisory Board.

The short-term variable remuneration percentages for 2010 are the same as those for 2009. Depending on performance, the short-term variable remuneration for the Chair ranges between 0% and 75% of his annual salary and for other Board members between 0% and 67.5%.

3. Long-term variable remuneration - Long Term Incentive Plan
The new long-term variable remuneration plan (Long Term Incentive Plan, "LTIP") for the Executive Board to be awarded in 2010 for a 4-year period aims to encourage the Executive Board to pursue a policy that focuses on long-term profitable growth and to reward Board members for that policy if it is successful.

The LTIP rewards Board members for improvements in Vopak's Earnings per Share ("EPS") during the period from 2010 through 2013. If a considerable, ambitious improvement in Growth in EPS has been achieved for the said 4-year period, a long-term remuneration will be granted that ranges from an annual 0% to 100% of the Chair's average annual salary and from 0% to 82.5% annually for other Board members.

In addition to Growth in EPS, Vopak share price trends during the plan period are determinative for the eventual value of the remuneration. Once the plan period has elapsed, 50% of the remuneration will be paid in Vopak shares and 50% in cash. The shares are to be held in a deposit for two years before they can be freely disposed of. The LTIP is awarded once every four years for a subsequent 4-year plan period.

The new LTIP replaces the long-term variable remuneration plan that was annually awarded to the Executive Board starting in 2007 and comprised a Performance Share Plan (2008 and 2009) and a Share Matching Plan (2007, 2008 and 2009). In launching the new plan, it was agreed that the plans for 2007, 2008 and 2009 be settled at the end of the plan periods, so that they will be phased out over the next few years. The first unconditional grant of performance shares under the plans will be effected in 2011 and the last unconditional grant of matching shares in 2014. Grants will also be effected under the new LTIP in 2014 if the targets are met.

4. Pension element
The pension plan for Board members of Royal Vopak is a defined contribution type of plan, with Board members annually receiving an amount for the purposes of accruing an old-age pension and insuring death and disability risks. Depending on his or her age, the amount in pension to be granted to a Board member will range between 20% and 36% of pensionable earnings.

Under the pension plan, retirement age has been set at 65. In conformity with contractual arrangements made earlier with Mr Broeders and Mr De Kreij, their employment contracts provide for retirement at the age of 62 and 60, respectively.

 

Rotterdam, the Netherlands
April 2010

C.J. van den Driest, Chair of the Remuneration Committee
A. van Rossum, member of the Remuneration Committee