This is an explanation as to item 2 of the agenda of the Extraordinary General Meeting of Shareholders to be held on Thursday, September 27, 2007. In accordance with the Corporate Governance Code (the ‘Code’), this note also includes the facts and circumstances that are relevant for the Extraordinary General Meeting of Shareholders in adopting the resolution concerning the approval arising from this agenda item.
Item 2. Proposal to appoint Mr drs. A. van Rossum as a member of the Supervisory Board of the company
In accordance with Article 15, paragraph 3 of the Articles of Association the Supervisory Board nominates Mr drs. A. van Rossum to be appointed as a member of the Supervisory Board as per September 27, 2007.
Mr Van Rossum’s personal details referred to in Section 142 (3) of Book 2 of the Netherlands Civil Code and the reason for his nomination are as follows:
| Name |
A. van Rossum (Anton) |
| Date of birth |
12-05-1945 (62 years) |
| Nationality |
Dutch |
| Current position |
not applicable |
| Prior position |
Chairman Executive Committee Fortis Senior Partner McKinsey & Company |
Supervisory Board memberships
|
Credit Suisse Solvay S.A. Rodamco Europe Erasmus University Rotterdam, chairman |
Number of Vopak shares held
|
none |
| Motivation |
Mr Van Rossum is nominated for appointment because of his knowledge of strategic issues in an international context and his broad experience in the bank- and insurance market which he built up at Fortis and McKinsey. |
During the Annual General Meeting of Shareholders held on April 26, 2007 Mr. J.D.R.A. Bax announced to retire as chairman and member of the Supervisory Board in 2008; the year he reaches the age of 72.
After the appointment of Mr. Van Rossum, the Supervisory Board will consist of 6 members.
Rotterdam, September 11, 2007.
The Executive Board