Explanations are provided below to items 4, 5, 6, 9, 10 and 11 on the agenda of the Annual General Meeting of Shareholders to be held on Thursday, 27 April 2006. In accordance with the Corporate Governance Code (the ‘Code’) the notes 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. Accounting of the reserves and dividend policy

Vopak’s reserves and dividend policy has not changed since the previous year. Its objective is to allow the company to continue growing and carry out the accompanying investment programme, subject to ample solvency and margins more than sufficient to maintain the financial ratios agreed with the leading providers of capital.

With respect to the type of dividend we will no longer follow the policy on dividends as it prevailed over the past few years. This year we propose a dividend in cash and, therefore, no optional dividend. Based on the current balance sheet ratios and liquidity position, we are of the opinion that it is no longer necessary to maintain a dividend in shares as a source of financing.

After approval of the dividend proposal under item 5, such amount will be paid as to bring the corresponding payout of approximately 38 percent within our bandwidth of 25 to 40 percent of the net result before exceptional items.

Item 5. Proposed distribution of dividend for the 2005 financial year

It is proposed to distribute a dividend of EUR 0.60 in cash on each ordinary share. The dividend payments to the holders of ordinary shares will be charged to the result for 2005. The dividend to which the holders of ordinary shares are entitled will be made payable, after deduction of the statutory dividend tax, as early as 11 May 2006, which is fourteen days earlier than in previous years.

Item 6. Corporate Governance

For this item please refer to the chapter on Corporate Governance on pages 44 to 46 inclusive of the annual report, the Report of the Executive Board on page 40, as well as the information in this respect as included in the Report of the Supervisory Board on page 8 of the annual report. The Report of the Executive Board on risk management and monitoring systems included in the annual report reflects the points for attention as recently published by the Corporate Governance Code Monitoring Committee.

The number of exceptions to the Principles and Best Practice provisions of the Code have now been further reduced as compared to the Corporate Governance policy approved last year. As mentioned in the chapter on Corporate Governance shall, upon effecting the appointment of Mr. C.J. van den Driest under agenda item 9, the composition of the Supervisory Board no longer comply with Best Practice provision III, under 2.1, of the Code because two members will not meet the requirement of independence as defined by the Code.

Item 9. Appointment and re-appointment of members of the Supervisory Board

To fill the vacancies that will arise on the Supervisory Board as a result of retirement by rotation of Messrs J.D.R.A. Bax and R. den Dunnen the Supervisory Board nominates, in accordance with the provisions of article 15, paragraph 3, of the articles of association, Mr J.D.R.A. Bax for re-appointment and Mr C.J. van den Driest for appointment as members of the Supervisory Board.

The information referred to in Section 2:142, subsection 3, of the Netherlands Civil Code [BW] with respect to Messrs Bax and Van den Driest, as well as the reasons for their nomination, are:

Name	J.D.R.A. Bax (J.D.)
Age	70 years
Nationality	Netherlands
Current office	Not applicable
Previous office	President of SBM Offshore N.V.
Supervisory directorships	AON Groep Nederland B.V. IHC Holland Merwede (chairman) Koninklijke Frans Maas Groep N.V. Mammoet Holdings N.V. (chairman) Oranjewoud Beheer B.V. (chairman) SBM Offshore N.V. TBI Holdings B.V. (chairman)
Number of shares in Vopak held	None

Mr Bax is nominated for re appointment because of his broad experience in internationally operating companies and his knowledge of logistics services. In the event of re appointment Mr Bax will take up office as chairman of the Supervisory Board again.

Name	C.J. van den Driest (Carel)
Age	58 years
Nationality	Netherlands
Current office	Managing Director of Carelshaven B.V.
Previous office	Chairman of the Executive Board of Koninklijke Vopak N.V.
Supervisory directorships	Anthony Veder Group N.V. (chairman) Broström AB Darlin N.V. (chairman) Dura Vermeer Group N.V. (chairman) Goudse Verzekeringen N.V. HES Beheer N.V. Havenziekenhuis B.V. (chairman) Stork N.V.
Number of shares in Vopak held	2,668 ordinary shares

Mr Van den Driest is nominated for appointment because of his knowledge of logistics services and tank storage activities in particular, his knowledge of the Port of Rotterdam and his knowledge of the company, which he has built up over a period of many years in various capacities, most recently as chairman of the Executive Board.

Item 10.  Purchasing authorisation

It is proposed to designate the Executive Board for a period of 18 months, that is until 27 October 2007, 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 number that the company may purchase in accordance with the law and the Articles of Association in force at the date of acquisition, 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 11.   Re-appointment of the external auditor for the 2006 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 2006 financial year.

Rotterdam, the Netherlands, 6 April 2006.

The Executive Board