Explanations are provided hereafter to items 4, 5, 6, 9, 10, 11, 12 and 13 on the agenda of the Annual General Meeting of Shareholders to be held on Thursday, 24 April 2008. In accordance with the Corporate Governance Code (the ‘Code’), the explanations also include the facts and circumstances that are relevant for the Annual General Meeting of Shareholders in adopting resolutions concerning approvals or authorisations arising from these agenda items.

Item 4. Accountability for the reserves and dividend policy

Vopak’s reserves policy has remained unchanged. This year, the policy’s objective continues to be to allow the company to continue growing and to carry out the associated investment programme, subject to ample solvency and margins more than sufficient to meet the financial ratios agreed with the main providers of capital.

This year, similar to last year, we propose a dividend in cash. Based on the current balance sheet ratios and liquidity position, we do not believe it is presently necessary to use a dividend in shares as a source of financing.

After approval of the proposed dividend in item 5, an amount corresponding to a payout of approximately 36%, and therefore within the range of 25% to 40% of net profit before exceptional items applied by us, will be distributed.

Item 5. Proposed distribution of dividend for the 2007 financial year

It is proposed to distribute a cash dividend of EUR 0.95 per ordinary share. The dividend payment to holders of ordinary shares will be charged to the profit for 2007. The dividend distributable to holders of ordinary shares will be subject to deduction of statutory dividend tax and become payable on 2 May 2008.

Item 6. Corporate Governance

For this item, please see the Corporate Governance section on pages 48 to 50 of the 2007 Annual Report, the Report of the Executive Board on page 45, and the relevant parts of the Report of the Supervisory Board on page 8 of the Annual Report. The Executive Board’s report on risk management and control systems in the Annual Report reflects the points of attention as published by the Corporate Governance Code Monitoring Committee.

The number of exceptions to the Principles and Best Practice provisions of the Code remained unchanged in 2007 compared to 2006.

Item 9. Amendments to the remuneration policy

It is proposed to make two changes to the remuneration policy for the members of the Executive Board.

To improve the competitiveness of the overall remuneration package of the chairman of the Executive Board, it is proposed to increase his annual bonus (short-term variable element of remuneration) for 2008 from 40% to 50% for on target performance and to increase the maximum bonus possible from 62.5% to 70% of his annual salary.

It is also proposed to base the financial criteria for both short-term and long-term variable remuneration of all the members of the Executive Board on the results excluding exceptional items rather than including them. These results are published the company’s annual report.

Item 10. (Re)appointment of a member of the Executive Board

In accordance with Article 12, paragraph 8 of the Articles of Association of Royal Vopak, the Supervisory Board nominates Mr J.P.H. Broeders for reappointment as a member (and Chairman) of the Executive Board for a period of 4 years.

Mr Broeders’ personal details are as follows:

Name	Johannes Paulus Henricus Broeders (John Paul)
Age	44 (9 april 1964)
Nationality	Dutch
Nationality	1 son and 1 daughter
Civil status	married
Other positions	Honorary Consul of Singapore Member of the International Business Leaders’ Advisory Council for the Mayor of Shanghai Member of the Supervisory Committee of the Rotterdamse Foundation for Cardiological Rehabilitation Member of the National Ports Council Member of the Advisory Council of the Centre for Maritime Economics and Logistics of Erasmus University Rotterdam
Career at Vopak	from 1990 to 2000 : various commercial positions at the former Van Ommeren 2000 - 2004 : President of Vopak Asia Division 2004 - 2005 : Member of the Executive Board 2006 to date : Chairman of the Executive Board

Item 11. (Re)appointment of members of the Supervisory Board

To fill the vacancies on the Supervisory Board which will arise as a result of the scheduled retirement of Mr M. van der Vorm and Mr F.J.G.M. Cremers, the Supervisory Board nominates Mr M. van der Vorm for reappointment as a member (and vice-chairman) and Mr F.J.G.M. Cremers for reappointment as a member, in accordance with Article 15, paragraph 3 of the Articles of Association of Royal Vopak. The personal details of Mr Van der Vorm and Mr Cremers referred to in Section 142(3) of Book 2 of the Netherlands Civil Code and the reasons for their nomination are as follows: 

Name	M. van der Vorm (Martijn)
Age	49 (20 augustus1958)
Nationality	Dutch
Current position	Chairman of the Executive Board of HAL Holdings N.V.
Supervisory directorships	Anthony Veder Group N.V. Koninklijke Boskalis Westminster N.V.
Number of Vopak shares held	none
Reasons	Mr Van der Vorm is being recommended for reappointment because of his capabilities, knowledge and experience in managing and investing in internationally operating companies.

HAL Holding N.V. currently owns 47.74% of the ordinary share capital of Royal Vopak and indirectly 2,560,000 preference financing shares of Royal Vopak, representing a total interest of 39.53%.

Name	F.J.G.M. Cremers (Frans)
Age	56 jaar (7 februari 1952)
Nationality	Dutch
Current position	n/a
Eerdere functie	Lid Raad van Bestuur en CFO van VNU N.V.
Supervisory directorships	N.V. Nederlandse Spoorwegen Fugro N.V. (vice-voorzitter) N.V. Luchthaven Schiphol Unibail-Rodamco S.A. Parcom Ventures B.V.
Number of Vopak shares held	none
Reasons	Mr Cremers is being recommended for reappointment because of his relevant financial knowledge and experience gained at internationally operating companies including Shell and VNU. He will act as the financial expert in the Supervisory Board and the Audit Committee as referred to in best practice provision III 3.2 of the Code.

 

Item 12.  Purchasing authorisation

It is proposed to designate the Executive Board for a period of 18 months, until 24 October 2009, as the competent body to acquire, for valuable consideration, fully paid-up ordinary shares in the company, on the stock exchange or otherwise, up to the maximum number that may be held by the company in accordance with the law and the Articles of Association in force at the date of acquisition, taking into consideration a possible replacement of already acquired shares, at a price at the date of acquisition between the nominal value and 110% of the average quoted price on the five preceding days.

Item 13. (Re)appointment of the external auditor for the 2008 financial year

It is proposed, in accordance with the recommendation of the Supervisory Board, to reappoint PricewaterhouseCoopers Accountants N.V. as the company’s external auditor and to engage them to examine the company’s financial statements for the 2008 financial year.

Rotterdam, 8 April 2008

The Executive Board