Explanations are provided hereafter to items 4, 5, 6, 7, 10, 11, 12 and 13 on the agenda of the Annual General Meeting of Shareholders to be held on Thursday, April 26, 2007. 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. Accountability for the Reserves and dividend policy

Vopak’s reserves policy has remained unchanged. This year, the policy’s objective is likewise 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 main providers of capital.

This year we propose a dividend in cash, similar to last year. 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 financing source.

After approval of the dividend proposal stated in item 5, an amount corresponding to a payout of approximately 36.2 percent, and therefore within the range of 25 to 40 percent of net profit before exceptional items applied by us, will be distributed.

Item 5. Proposed distribution of dividend for the 2006 financial year

It is proposed to distribute a cash dividend of EUR 0.75 per ordinary share. The dividend payment to holders of ordinary shares will be charged to the profit for 2006. The dividend distributable to holders of ordinary shares will be subject to deduction of statutory dividend tax and made available on May 4, 2007, one week earlier than the previous financial year. In accordance with the new Euronext regulations, this is the first payment date possible.

Item 6. Amendments to the remuneration policy

The Supervisory Board proposes to change the current remuneration policy for members of the Executive Board in terms of short-term variable remuneration for 2007 and 2008. Furthermore, the proposal entails the introduction of a long-term incentive plan (LTIP), effective as from January 1, 2008, which shall replace the current plan that  will end on  December 31, 2007.
Finally, in conjunction with the LTIP, a share ownership plan will be introduced that entails the conditional grant of socalled Matching Shares. The proposed amendments are in line with the financial targets published by the company.

Amendment to short-term variable remuneration for 2007 and 2008
The current short-term variable remuneration plan - which dates from 2005 - is based on  Return On Capital Employed (‘ROCE’) and Growth in Earnings per Share (‘Growth EpS’). The Supervisory Board proposes to once again base the variable short-term bonus on ROCE and Growth EpS with effect from January 1, 2007. However, ROCE performance levels will be revised upwards for 2007 and 2008, at the discretion of the Supervisory Board. The maximum bonus corresponding to ROCE will be raised from 20% to 22.5%. The criterion for Growth EpS will be remain unchanged for 2007, but will be revised upwards for 2008, at the discretion of the Supervisory Board. The total bonus opportunity for 2007 and 2008 will be increased from 60% to 62.5%.

Introduction of LTIP
The LTIP replaces the current long-term variable remuneration component and relates to the holding of Vopak shares for a long period. Its aim is to encourage the Executive Board to conduct a policy that focuses on profitable growth of the company and to reward Board members for this policy if it is successful. The characteristics of the LTIP are aimed at reinforcing the ties of the Executive Board member with the company. Under the plan, a conditional block of Performance Shares, Vopak shares, is granted to the member each year. The grant criteria are (i) the member’s gross salary at the time of conditional grant, (ii) the policy target as a percentage of gross salary, whereby over 2008 currently a percentage is being considered of 45% for the Chairman and 40% for the other members of the Executive Board, and (iii) the average closing share price in the quarter preceding the conditional grant. The final grant is after three years, based on the achievement of financial performance criteria, with the number of shares granted being between 0% and 150% of the number conditionally granted at the beginning of the performance period. The financial performance of the company during these three years is measured on the basis of the average ROCE and ‘Growth in EBITDA’. On the basis of the variables known to date, at the end of the three-year period which commences in 2008- a maximal unconditional grant to the three members of the Executive Board of 19,140  in aggregate is anticipated.

Share ownership plan (Matching Shares)
In addition, each Executive Board member needs to build up and retain a portfolio of Vopak shares equal in value to one annual gross salary. As part of this plan, the Performance Shares are added to the portfolio at the end of the three-year performance period and blocked for a further five years. Board members can also purchase Vopak shares and add these shares  to their portfolios. Once the above five-year period has expired, the Performance Shares in the portfolio are freely available, notwithstanding the obligation of each member of the Executive Board to maintain a target portfolio of shares equal to one year gross salary. As consideration for keeping the shares in the portfolio, the company offers a performance-related number of Matching Shares after five years. The performance is measured on the basis of the Growth EpS criterion over the five year period. The number of Matching shares to be acquired can vary over the year 2012 from 0 to in total 20,140 for the three members of the Executive Board in aggregate.

Item 7. Corporate Governance

Regarding this item, please refer to the chapter on Corporate Governance on pages 44 to 46 of the 2006 Annual Report, the Report of the Executive Board on page 41, as well as to the relevant parts of the Report of the Supervisory Board on page 7 of the Annual Report. The Executive Board report on risk management and control systems in the Annual Report reflects the points of attention as  published by the Monitoring Committee Corporate Governance Code.

The number of exceptions to the Principles and Best Practice provisions of the Code remained unchanged in 2006 compared to 2005.

Item 10. Remuneration of members of the Supervisory Board

It is proposed to fix the annual remuneration (including expenses) for the Chairman at EUR 45,000 (currently EUR 37,500) and for the other members at EUR 33,000 (currently EUR 30,000).

Furthermore, it is proposed to amend the annual remuneration of the core committees as follows:

Audit Committee

Chairman EUR 7,500 (was EUR 5,000)
Other members EUR 5,000 (unchanged)

Remuneration Committee

Chairman EUR 6,000 (was EUR 2,500)
Other members EUR 4,000 (was EUR 2,500)

Selection and Appointment Committee

Chairman EUR 3,500 (was EUR 2,500)
Other members EUR 2,500 (unchanged)

Item 11. (Re)appointment of a member of the Supervisory Board

To fill the vacancy for the position of member of the Supervisory Board which will arise as a result of Mr R.M.F. van Loon’s scheduled retirement, the Supervisory Board nominates Mr R.M.F. van Loon to be reappointed as a member in accordance with Article 15, paragraph 3 of the Articles of Association. Mr van Loon’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: R.M.F. van Loon
Age: 65
Nationality: Dutch
Current position: not applicable
Prior position: Vice-President Shell Chemicals Ltd.
Supervisory Board memberships: Synbra Holding B.V., Koninklijke Boskalis Westminster N.V.
Number of Vopak shares held: none 

Mr van Loon is nominated for reappointment because of his extensive experience in and knowledge of the petrochemical industry.

Item 12.  Purchasing authorisation

It is proposed to designate the Executive Board for a period of 18 months, that is until  October 26, 2008, 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, taken into consideration a possible replacement of already acquired shares, at a price at the date of acquisition between the nominal value and 110 percent of the average quoted price on the five preceding days.

Item 13.   (Re)appointment of the external auditor for the 2007 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 2007 financial year.

Rotterdam, April 10, 2007.

The Executive Board