THESE RULES ("Rules") were adopted by the Executive Board ("EB’) of Koninklijke Vopak N.V. (the "Company’) on March 5th, 2004 and approved by the Supervisory Board ("SB’) on March 5th, 2004. They will take effect on May 13th, 2004

Article 1 - Status and contents of the Rules

1.1. These Rules have been drawn up pursuant to article 12.3 of the Company’s articles of association and are complementary to the rules and regulations (from time to time) applicable to the EB under Dutch law or the Company’s articles of association.

1.2 Where these Rules are inconsistent with Dutch law or the Company’s articles of association, the law or, as the case may be, the articles of association, shall prevail. Where these Rules conform to the articles of association, but are inconsistent with Dutch law, the latter shall prevail. If one or more provisions of these Rules are or become invalid, this shall not affect the validity of the remaining provisions. The EB shall replace the invalid provisions by those which are valid and the effect of which, given the contents and purpose of these Rules, is, to the greatest extent possible, similar to that of the invalid provisions.

1.3 These Rules have been based on the Dutch corporate governance code as adopted by the Corporate Governance Committee on December 9th, 2003 (the "Code’).

1.4 To these Rules the following attachments are included, which form an integrated part of these Rules: 

• Rules related to Investments and Inside Knowledge for members of the EB and SB (Annex 1);
• Rules of Conduct relating to suspected irregularities for employees of the Company and its Group Companies ("Whistleblowers’) (Annex 2);
• timetable for reappointment of members of the EB (to be drawn up after May 13th, 2004).

1.5 In its resolution adopted on March 5th, 2004, the EB unanimously declared that:

1. it will comply with, and be bound by the obligations arising from, these Rules to the extent that they apply to it and its members;
2. on appointment of new members it will cause such members to issue a declaration as referred to in a) above.

1.6 The external auditor of the Company has certified on March 5th, 2004 to comply with and to be committed to undertakings pursuant to these Rules to the extent these apply to him.

1.7 These Rules are published on the Company's website www.vopak.com and can be downloaded by selecting "Corporate Governance".

Article 2 - Responsibilities of the EB

2.1 The EB members shall be collectively responsible for the Company's management, the general affairs of the company's business and the general affairs of the Group Companies affiliated with the Company. In doing so they strive for the creation of shareholders value at the long run.

2.2 The EB members shall divide their tasks by mutual consultation and subject to the SB's prior approval.
In case of a managing director's absence, his duties and powers shall be carried out by the other members of the EB or another member designated by the EB. In case of long-term absence, the SB shall be notified of that designation.

2.3 Each managing director shall be accountable to the EB for the fulfillment of his duties and must therefore report to the EB on a regular basis and in such a manner as to give the EB a proper insight in the performance of his duties, the foregoing also in view of the EB's collective responsibility.

2.4 Each managing director shall have the right to receive from other managing directors and from employees any information about matters which he may deem useful or appropriate in connection with his collective responsibility for the Company's management. He must consult with the other managing directors if the implementation of his duties effects the implementation of the duties of the other managing directors or if the significance of the matter requires consultation with the other managing directors. This includes in any event the actions referred to in article 2.5 of these Rules.

2.5 Each managing director may represent the Company. However, the written consent of another managing director shall be required for committing or ending rights of the Company if such commitments exceed an amount of EUR 2.5 million. Such consent may appear from minutes of meetings of the EB respectively excerpts thereof signed by the Secretary.
As to the authority in respect of bank and/or giro accounts the Company applies a dual signatory requirement with two categories of executives, whereby a distinction is made between payment instructions and the entering into agreements with such financial institutions.

2.6 In discharging its duties the EB shall be guided by the interests of the Company and its business; it shall take into account the relevant interests of all those involved in the Company (including the Company's shareholders). The EB is responsible for the quality of its own performance.

2.7 The responsibilities of the EB shall include:

1. from time to time evaluating and - if necessary - the amending of the Company's objectives;
2. the achievement of the Company's objectives;
3. determining the strategy and policy designed to achieve the objectives;
4. the general state of affairs within and the results of the Company;
5. the financing of the Company;
6. taking stock of and managing the risks connected to the business activities;
7. striving for ongoing improvement of the performance in the areas of safety, health and environment;
8. ensuring that effective internal risk management and control systems are in place and the reporting on this is included in the annual report;
9. maintaining and preparing the financial reporting process;
10. compliance with legislation and regulations;
11. compliance with and maintaining the corporate governance structure of the Company;
12. publishing the corporate governance structure of the Company and any other information required under the Code, through the annual report, the Company's website and otherwise;
13. preparing the annual accounts and drawing up the annual budget and important capital investments of the Company;
14. giving advice in connection with the nomination of the external accountant of the Company.

2.8 The Company shall in any event employ as instruments of the internal risk management and control systems:

1. risk analyses of the operational and financial objectives of the Company;
2. a code of conduct which should in any event be published on the Company's website;
3. guides of the layout of the financial reports and the procedures to be followed in drawing up the reports;
4. a system of monitoring and reporting.

2.9 Every year, the EB shall determine the strategy for the Company and the Group Companies. In addition the EB shall draw up the operational and capital budget for the following year. Both policies shall be adopted with the SB's approval thereto.

2.10 The EB shall under the SB's supervision be responsible for setting up and maintaining internal procedures ensuring that the EB is aware of all important financial information, in order to safeguard timely, complete and accurate external financial reporting. To that extent the EB shall ensure that the financial information from Group Companies is reported directly to it and that the integrity of the information is not affected.

2.11 The EB shall attach to the annual accounts a report on the way it has functioned and on its activities. Such annual report shall in any event contain the information as required by law and pursuant to the Code.

Article 3 - Composition, expertise and independence of the EB

3.1 The EB consists of such number of members as determined by the SB after consultation thereon with the EB.

3.2 The chairman, who shall be appointed by the SB, shall ensure the proper functioning of the EB as a whole. In addition the EB shall have one member specifically in charge of the Company's financial affairs.

3.3 The EB shall function independently from any instructions by third parties outside the Company.

3.4 A member of the EB shall:

1. not enter into competition with the Company;
2. not demand or accept (substantial) gifts from the Company for himself or for his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree;
3. not provide unjustified advantages to third parties to the detriment of the Company;
4. not take advantage of business opportunities to which the Company is entitled, for himself or for his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree.

Article 4 - Chairman of the EB

4.1 The SB shall appoint the chairman of the EB and may designate a deputy.

4.2 In addition to the coordination of the EB policies, the chairman shall be responsible for:

• ensuring that the EB functions in an effective manner;
• ensuring that budgets and policy plans are drawn up in a timely manner;
• supporting the other managing directors and mediating in any difference of opinion between them;
• ensuring that there is effective consultation and minuting of the EB meetings and the supervision of the implementation of resolutions passed;
• drawing up the draft annual accounts with the corresponding annual report, and the distribution of these documents to the SB;
• chairing EB meetings;
• ensuring the timely and adequate providing of information to the managing directors as necessary for the proper performance of their duties;
• preparing decision-taking in and minuting of meetings of the EB and meetings with the management of Group Companies and meeting with the heads of designated staff departments;
• supervising the proper functioning of the external accountant of the Company and the submission of his report to the SB;
• maintaining regular contacts with the SB and in particular with its chairman, and informing the other managing directors in a timely and careful manner about the outcome of these contacts;
• receiving and deciding on reports by employees of the Company of irregularities in the Company of a general, operational and financial nature, unless the Company's rules on Whistleblowers provide that those employees report such irregularities to the chairman of the SB;
• ensuring the timely and adequate provision of information to the SB and to the individual members of the Board as necessary for the proper performance of their duties;
• timely informing the chairman of the SB regarding inadequate functioning of individual members of the EB.

Article 5 - (Re)appointment, term and resignation

5.1 Managing directors shall be appointed by the general meeting of shareholders on the basis of a non-binding nomination made by the SB.

5.2 Managing directors shall be appointed to a maximum period of four years. They may be reappointed for a term of no more than four years at a time. The resignation rota for members of the EB will be drawn up on May 13th, 2004.

5.3 Management positions in Group Companies of the Company are deemed positions derived from the position of managing director of the Company and shall therefore be subject to these Rules.

5.4 Managing directors shall not pursue the candidacy for a position as a supervisory director or a similar position in companies not belonging to the group or board functions in general terms for which he will receive a monetary compensation, without the SB's prior approval.

5.5 Managing directors shall retire early in the event of inadequate performance, structural differences of opinion, incompatibility of interests and other instances where retirement is deemed necessary at the discretion of the SB.

Article 6 - Remuneration

The remuneration of the managing directors shall be determined within the scope of the remuneration policy adopted by the general meeting of shareholders. The amount of the remuneration of each individual managing director shall be determined by the SB on the basis of a proposal to be made thereto by the Remuneration Committee.

Article 7 - EB meetings, (agenda, teleconferencing, attendance, minutes) and resolutions

7.1 The EB shall - where possible - hold at least one meeting per month and whenever one or more of its members have requested a meeting. The meetings shall generally be held at the offices of the Company, but may also take place elsewhere. In addition, meetings may be held by telephone or by videoconferencing provided that all participants can hear each other simultaneously.

7.2 The chairman shall chair the meeting. In his absence his deputy - if such deputy has been appointed - will chair. If both are absent, the meeting shall appoint one of the managing directors as chairman of the meeting.

7.3 The meeting shall be convened in due time by the chairman. Any other managing director may request that the chairman convenes a meeting.

7.4 The chairman shall determine the agenda of each meeting. Other managing directors may submit to the chairman of the board items to be discussed in the meeting. An item to be discussed which has not been notified on time or is not supported by sufficient documentation shall not be placed on the agenda.

7.5 At the request of a managing director and with the agreement of the majority of other managing directors, urgent matter may be discussed instantly or in an additional meeting to be held for that purpose.

7.6 The managing directors must attend the meetings of the EB. Where they are unable to attend and the minutes require further explanation, the chairman of the meeting shall inform them about the resolutions passed and the discussions held in the meeting in question.

7.7 The EB may pass resolutions only if at least two members including the chairman are present. In case the chairman is unable to attend or absent, the task of the chairman will be assumed either by a designated deputy or by the other members of the EB jointly.

7.8 Resolutions may be passed outside a meeting if all managing directors have given their written vote in favor of the proposal.

7.9 Where possible, resolutions shall be passed by unanimous vote. If this is not possible, the resolution shall be taken by a majority of votes unless the chairman is not part of such majority in which case clause 7.10 applies.

7.10 In case a certain matter is not adequately supported by a unanimity of votes count in favor of a resolution, the chairman may decide to postpone the passing of a resolution or to withdraw the proposal thereto or to refer the matter to the chairman of the SB. In the latter case the matter will be deferred until the chairman of the SB has formed an opinion and has notified the EB accordingly. In the subsequent meeting of the EB the chairman may decide to list the matter on the agenda and to submit for another voting, taking into account the opinion of the chairman of the SB.
 
7.11 The minutes of an EB meeting shall be adopted in the next meeting. Adopted minutes shall be evidence of the proceedings.

7.12 The EB shall require the approval of the general meeting of shareholders for resolutions regarding a significant change of the identity or character of the company or the business, including in any event:

1. transfer of the business or virtually all of the business to a third party;
2. entry into or termination of long-term cooperation by the Company or a subsidiary with another legal entity or partnership or as a general partner with full liability in a limited or general partnership if such cooperation or the termination thereof is of far-reaching significance for the Company;
3. acquisition or disposal by the Company or a subsidiary of a participation in the capital of another company the value of which equals at least one-third of the amount of the assets according to the consolidated balance sheet with explanatory notes attached to the Company's annual accounts as most recently adopted.

7.13 Without prejudice to the provisions of Dutch law and the articles of the Company the consent of the SB will be required for the following resolutions:

1. issuance or securities by the Corporation;
2. issuance or withdrawal of depository shares representing beneficial ownership of shares in the Company;
3. application for quotation of said securities under a) and b) at any stock exchange respectively the discontinuation thereof;
4. the commencement or termination of a major long-lasting cooperation of the Corporation with another company;
5. e1) any acquisition of a participation in another company with new activities;
   e2) an acquisition of a participation in another company with existing activities, to the extent the consideration thereof exceeds EUR 10 million, and the divestment or reduction of such participation to the extent the book value of such participation to be divested exceeds EUR 10 million;
6. f1) capital expenditures (including capital leases) in replacement - and/or expansion investments regarding existing activities to the extent these are included in the annual capital budget and exceed an amount of EUR 20 million;
   f2) replacement  - and/or expansion investments regarding existing activities to the extent these are not included in the annual capital budget and exceed an amount of EUR 10 million;
   f3) investments regarding new activities to the extent these exceed an amount of EUR 2.5 million.
7. the determination of the annual operational - and capital budget and subsequent deviations in excess of 10 percent;
8. the annual review of the strategy;
9. the amending of the objectives of the Company;
10. the entering into of credit facilities and/or long term loan agreements or incurring of debt obligations of any kind or nature the principal amount of which exceeds EUR 50 million or, if the principal amount is less than EUR 50 million (a) impose a possibility of significant financial costs or penalties (in excess of market rate interest costs and standard fees) or (b) impose restrictions more burdensome than provisions in credit agreements previously approved by the SB. The determination of policies in the areas of foreign exchange, interest rate coverage and the use of option instruments;
11. the determination of the policy in currency management and the financial instruments to be used for that purpose;
12. managing the major changes in the existing organization of the Company, including the termination of employment of a sizeable number of employees;
13. any reduction of the issued capital of the Company;
14. any amendment of the articles of the Company, liquidating of the Company, legal merger or split-off.

7.14 As to all resolutions to be passed by the boards of non-consolidated joint venture companies, for which commitments arise for such joint venture company in excess of EUR 20 million (in case of joint ventures of which 40 to 50 percent of the shares are held by Vopak) respectively EUR 30 (in case of joint ventures of which 25 to 40 percent of the shares are held by Vopak), and which require the approval of the Company, either in its capacity of shareholder or having a representative at the board of said joint venture company, the EB will undertake its best endeavors to notify the SB amply in advance of the date the Company or its representative is supposed to decide thereon.
 Likewise the EB will endeavor to notify the SB amply in advance of the date the Company or its representative is supposed to decide on resolutions pertaining to the approval of the budget and such commitments (other than those stated above) and policy changes, to the extent these will have a major impact on the strategic direction of the joint venture company.

Should the SB subsequently express the wish to be consulted on such proposed resolutions then the chairman of the SB will inform the chairman of the EB accordingly, whereupon the proposed resolution will be put at the agenda of either the first regular scheduled meeting or at a special meeting to be held by the SB for that purpose (if necessary by phone).
The EB will undertake its best endeavors to defer the passing of the resolution by the corporate body of the joint venture companies until after the meeting of the SB as referred to hereabove.

Article 8 - Conflict of interests

8.1 A managing director shall not participate in the discussions and/or decision-taking process on a subject of transaction in relation to which he has a conflict of interest with the Company within the meaning of article 8.2. Such transaction, if approved, must be concluded on terms at least customary in the sector concerned and be approved by the SB.

8.2 A managing director shall in any event have a conflict of interests ("conflict of interests") if:

1. he has a  material personal financial interest in a company with which the company intends to enter into a transaction;
2. he or his spouse, registered partner or other life companion, foster child or relative by blood or marriage up to the second degree is a managing director of a company with which the Company intends to enter into a transaction;
3. he is a member of the supervisory board of a company with which the Company intends to enter into a transaction;
4. under applicable law, including the rules of any exchange on which the company's shares (or depositary receipts thereof) may be listed, such conflict of interests exists or is deemed to exist;
5. the chairman of the SB has ruled at his sole discretion that such conflict of interests exists or is deemed to exist.

8.3 Each managing director shall immediately report any potential conflict of interests concerning a managing director to the chairman of the SB and to the other managing directors. A managing director with such (potential) conflict of interests must provide the chairman of the supervisory board and the other managing directors with all information relevant to the conflict, including information relating to his spouse, registered partner or other life companion, foster child and relatives by blood or marriage op to the second degree. In all circumstances other than the ones listed in article 8.2 under d) and e), the chairman of the SB will determine whether a reported (potential) conflict of interests qualifies as a conflict of interests to which article 8.1 applies.

8.4  The chairman of the SB shall procure that these transactions will be published to in the Company's next annual report, with a declaration that the provisions in the Code have been complied with.

Article 9 - Whisteblowers

9.1 The EB shall arrange for Rules of Conduct relating to dealing with suspected irregularities for employees of the Company and its Group Companies (" Whistleblowers"). These are attached as Annex 2.

9.2 The EB shall ensure that employees of the Company have the opportunity, without jeopardizing their legal position to report and file complaints to the chairman of the EB or a person designated by him with respect to irregularities on matters stated above.

9.3 Irregularities pertaining to the functioning of members of the EB will be reported to the chairman of the SB.

9.4 The Rules of Conduct relating to dealing with suspected irregularities will be put on the website as referred to in article 1.7.

Article 10 - Information, relationship with the SB

10.1 The EB shall timely provide the SB with information (if possible, in writing) on all facts and developments concerning the Company which the SB may need to properly carry out its duties.

10.2 The EB shall quarterly provide the SB with a report prepared in a format as agreed from time to time and setting out detailed information on inter alia policies, finance matters, marketing, investments and staff.

10.3 Each year, without prejudice to the above, the EB shall provide the SB with a budget for the following year, an up-to-date version of its long-term plans, the main features of the strategic policy, the general and financial risks, and the management and control systems of the Company as well as a statement regarding the compliance of all relevant rules and regulations. In addition, the EB shall issue an annual declaration that it has provided the SB with all relevant information required for the due performance of its duties.  These documents will be provided in time so as to enable the SB to give its approval by December of the then current year.

Article 11 - Relationship with the shareholders

11.1 The managing directors shall attend with the supervisory directors the general meetings of shareholders, unless they are prevented from attending on serious grounds or the general meeting has expressed the wish to meet without the presence of the EB or one of its members.

11.2 The EB shall provide the general meeting with any information it may require, unless important interests (zwaarwegende belangen) of the company or any law, rules or regulations applicable to the Company prevent it from doing so. The EB shall specify the reasons for invoking such important interests.

Article 12 - Relationship with the works council

Proposals of the EB requiring prior approval by the SB and in respect of which the (central) works council has an advisory right must first be approved by the SB. If granted, this approval shall be deemed to have been given subject to a positive or neutral advice by the (central) works council.

Article 13 - Confidentiality

Managing directors shall treat all information and documentation acquired within framework of their position as managing director with the necessary discretion and, in the case of classified information, with the appropriate secrecy.

Article 14 - Amendment of the Rules

The EB may pass on a resolution to amend these Rules after having obtained the approval of the SB thereto. Such resolution shall be referred to in the Company's  annual report.

Article 15 - Governing law and jurisdiction

15.1 These Rules shall be governed by and construed in accordance with the law of the Netherlands.

15.2 The courts of Rotterdam, the Netherlands, shall have exclusive jurisdiction to settle any dispute arising from or in connection with these Rules (including any dispute regarding the existence, validity or termination of these Rules).