‘HOLY LIST’
Updated 2009 Version

Introduction

The Holy List is a result of transparency on main decisions to be taken within Vopak’s business environment. We have chosen for a corporate governance structure which gives sufficient freedom to act with the Division, but where Executive Board approval will be requested on key areas. As a result, the following matters pertaining to the Divisions and Vopak Corporate, require the approval of respectively notification to the Executive Board or the relevant Sponsor of the Executive Board, who has prime responsibility for the Division/Activity (the ‘Sponsor of the Executive Board’). It will be at the Division’s discretion to impose its Operating Units the obligation to seek the approval of the Division President for additional matters and for projects below the thresholds stated herein.

The Executive Board may delegate the approval authority of part of the sections as provided herein to the Sponsor of the Executive Board. In pursuing any project it is assumed that the Divisions will see to it that Vopak’s Investment Guidelines and the Vopak Project Management Procedure (VPM) will be adhered to. An overview of the approval thresholds set out below is attached as Annex A.

1.  Capital Expenditure Budget, including a.o. sustaining capital expenditures

1.1 During the 4th quarter of the calendar year the Executive Board reviews and approves the capital expenditure budget (consisting of sustaining capital expenditure, expansion capital expenditure and improvement capital expenditure) of each of the Divisions for both group companies and joint venture entities (‘Total Annual CAPEX Budget’) for the subsequent calendar year as part of the annual budget cycle. As part of the Total Annual CAPEX Budget an Annual Sustaining CAPEX Budget has been included and derived from the 5 year divisional maintenance plan.

1.2 Any additions of non budgeted projects to the Annual Sustaining CAPEX Budget, which reasonably could not have foreseen during the budget period, can be approved by the Divisional President up to an annual amount of € 2 million on a cumulative basis. The Sponsor  of the Executive Board and the Director Operational Excellence have to be notified of these changes

1.3 Any other overrun of the Annual Sustaining CAPEX Budget and the Total Annual CAPEX Budget requires separate approval from the Executive Board.

2.   Execution of individual Capital Expenditure projects
                                                        
2.1. If and when individual CAPEX projects are in the Total Annual CAPEX Budget as referred to in section 1 and the consideration (or net present value of operational/financial lease terms or rentals) thereof exceeds an amount of EUR 5 million, these projects will require the approval of the Executive Board prior to the execution of the project.

2.2. Individual CAPEX Projects with a consideration in excess of EUR 3 million and below EUR 5 million should be approved by the Sponsor of the Executive Board prior to the execution and communicated by him to the other Executive Board members concurrently.

2.3  Any approval for an individual CAPEX project is deemed to be provided for the amount in the local currency. Accordingly cost addition and deviation of individual CAPEX projects only occur if the approved amount of the local currency is exceeded. Any cost overrun on top of the contingencies as included in the budget for an individual CAPEX project, which was initially approved by the (Sponsor of the) Executive Board or the Division President, will require instant notification to the Sponsor of the Executive Board and subsequent approval of the same body or the corresponding approval of the higher body.

3.  New activities

 The development of new activities other than regular tank storage activities or tank storage activities in new countries will require the approval of the Executive Board.

4. Disposal of fixed or financial assets

4.1 To the extent the disposal of fixed or financial assets included in the Divisional Budget (consisting of the annual budget including revenues, costs, capital expenditure, acquisitions and disposals) and the book value exceeds an amount of EUR 5 million said disposal will require the approval of the Executive Board.

4.2 To the extent the disposal of fixed or financial assets (included in the CAPEX Budget) and the book value exceeds an amount of between EUR 3 million and EUR 5 million said disposal will require the approval of the Sponsor of the Executive Board.

4.3 Disposals not included in the Divisional Budget always require the approval from the Executive Board.

4.4 Each disposal of fixed or financial assets at a book loss of more than EUR 500,000 will require the prior approval of Corporate Control & Business Analysis Department at Vopak Corporate.

5. Joint Ventures

 The initiating of discussions on respectively the entering into of a joint venture agreement or
 similar (pooling)agreements including sizeable amendments or termination thereof require the
 approval of the Executive Board. A first draft of the joint venture agreement together with a
 summary term sheet will be sent to the Executive Board and the General Counsel & Corporate
 Secretary before the first round of material negotiations with the relevant joint venture partner.
 This to allow the Executive Board to give a clear mandate early in the process.

6. Long-term tank storage commitments

6.1 The renting in or out of tank storage capacity to the extent the commitment exceeds an annual revenue amount of EUR 7 million in any given year will require the approval of the Executive Board.

6.2 In addition, any other renting in or out of tank storage capacity that entails a commitment for a total revenue amount of EUR 20 million or more during the total life of the contract, requires the approval of the Executive Board.

7. Other sizeable commitments and intentions (including but not limited to EPC contracts and procurement contracts) 
 
7.1 Any transaction/contractual commitment in the ordinary course by the Divisions which is not covered by the Divisional Budget (including the CAPEX Budget) nor by any of the previous sections to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 2 million.

7.2 Any other transaction/contractual commitment in the ordinary course by the Divisions, which is covered by the Divisional Budget (including the CAPEX Budget) or by an approved investment proposal for an individual CAPEX project, to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 10 million.

7.3 Any transaction which is not in the ordinary course to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 250,000.

7.4 The signing of Letters of Intent or similar documents aiming for acquisitions or joint ventures or other major transactions.

7.5 The retention of services of consultants for considerations in excess of EUR 100,000.

7.6 Any transaction which will result in a book loss in excess of EUR 250,000, other than a book loss on a disposal of any fixed or financial assets, which is already covered by section 4.5, requires the approval of the Corporate Control & Business Analysis department at Vopak Corporate.

7.7 Pre-operating expenses in excess of EUR 250,000 should be approved by the Sponsor of the Executive Board and above EUR 500,000 by the Executive Board.

8. Human Resources

8.1 Appointment or employment, determination and major changes of employment terms and discontinuation of employment of Division Presidents, members of the management teams of the Divisions, expatriates, managing directors of the Operating Units, other direct reports to the President of the Division, other persons in HAY grade > 19 and identified ‘potentials’.

8.2 The adoption of Management Development plans, succession plans and training programs for the categories as referred to under section 8.1.

8.3 The remuneration packages including salary structure and level of grading, salaries, bonus - and benefit packages or any change thereof to be applied to persons in Hay grade 19 and higher and/or terminations of the categories as referred to under section 8.1.

8.4 The determination of total FTE’s as part of the annual budget cycle and any overrun thereof, major change of organisational structure and/or working conditions and/or any of the company’s applicable collective labour agreements and/or labour union agreements.

8.5 The adoption of recruitment  , benefits   and termination policies and major changes thereto.

9. Policy Settings//Deviation

9.1 All policies and subsequent amendments thereof as submitted by the Policy Committee will require the approval of the Executive Board.

9.2 Any deviation from corporate policies including the Code of Conduct, E(nterprise) R(isk) M(anagement) policies and applicable S(aftey) H(ealth) E(nvironment) Standards will require the approval of the Executive Board.

10. SHE matters

10.1 Any serious incident, likely to have serious impact, internally or externally, on an operating company and/or serious negative publicity affecting corporate image, will be instantly notified to the Executive Board following the currently applicable procedures of Serious Incident Reporting.

10.2 The entering into of commitments regarding the remedying of environmental damages or exposures to the extent  the consideration thereof exceeds an aggregate amount of EUR 500,000 will require the approval of the Sponsor of the Executive Board. In case prompt action is required, such commitment will be notified to the Executive Board as soon as practicable.

11. Legal Proceedings

 The starting of legal proceedings respectively the submission of claims to a third party as well as settling such proceedings or claims to the extent amounts have or may have to be spent or written off in excess of an aggregate amount of EUR 500,000 requires the approval of the General Counsel & Corporate Secretary. The receipt of claims (potentially) in excess of an aggregate amount of EUR 500,000 from a third party should be notified to the Executive Board instantly. Excluded from this section will be legal steps which aim at protecting the company’s legal position and which should be taken without undue delay as well as measures which aim at the collection of trade debts.

12. Loans
 
 Any lending or borrowing of moneys or any accelerated redemption of loans as well as any policy regarding hedging and forward transactions or any change thereof to the extent these will not be in line with the guidelines issued by Corporate Treasury require the approval of the Executive Board.

13. Guarantees
 
The issuance of guarantees for commitments of third parties and for commitments of companies affiliated with Vopak - both to the extent these commitments exceed an aggregate amount of EUR 100,000 - require the approval of the Corporate Treasurer.

14. Subsidiary/Branches
 
The setting up of, or winding up of a subsidiary or a branch office require the approval of the relevant Sponsor of the Executive Board.

15. Public Statements

 Proposals for Public Statements (including those to be made in interviews and press releases) are in principle to be notified in advance to both the Executive Board or the relevant Sponsor of Executive Board and the Director of Corporate Communications.

16. Acquisitions

 Binding and/or non-binding offers to acquire other companies or parts thereof (regardless
 whether it concerns a share or an asset transaction) will not be issued by the Divisions until
 approved in advance by the Executive Board. This to allow the Executive Board to give a clear
 mandate early in the process.

Should you have any questions about the Holy List, please contact the General Counsel & Corporate Secretary or the Director Corporate Control & Business Analysis at Vopak Corporate.

March 2009

ANNEX A to the Holy List 2009