2007 Report of the Remuneration Committee

As prepared by the Remuneration Committee of the Supervisory Board of Royal Vopak for the 2007 financial year.

1. Remuneration Policy
The Remuneration Policy for the period 2007-2008 was revised in 2007 as far as the short-term and long-term bonus plans are concerned. We enclose the current version; it has also been placed on the company’s website.

2. Report on activities and results in 2007
The Remuneration Committee held five scheduled meetings during 2007. There was an extra meeting at the end of March in connection with a presentation on the new Long-term Incentive Plan to the AGM on 26 April.

The recurrent annual activities, as set out in the Remuneration Committee Annual Plan, were:

1. A review of the overall remuneration package of the individual Executive Directors relative to developments in the remuneration market in 2007 and the company’s strategy and targets for 2008 and later years. Based on this, the annual salaries for 2008 were adjusted in relation to 2007 to the following amounts: Broeders EUR 475,000, De Kreij EUR 418,000 and De Koning EUR 388,000. The opportunities for the 2008 annual bonus and the 2008 Long-term Incentive Plan were also set and developed into the Remuneration Policy.
2. Assessment of the achievement of the pre-agreed financial targets (ROCE and growth in Earnings per Share) and personal targets for the 2007 annual bonus. In the opinion of the Supervisory Board, both the financial and personal targets were achieved in full and, consequently, the maximum bonus of 62.5% of the annual salary was awarded for 2007. This resulted in the following annual bonuses for 2007: Broeders EUR 275,000, De Kreij EUR 253,125 and De Koning EUR 235,000.
3. Discussion and agreement of the financial and individual targets for the 2008 bonus.
4. Establishing, updating and reporting on the Remuneration Policy implemented in 2007 and to be implemented in 2008.

The Remuneration Committee developed proposals on the above points, which were subsequently approved by the Supervisory Board.

In addition to the recurring annual activities, a feature of 2007 was the introduction of a new Long-term Incentive Plan in the form of a Share Plan. This new Plan was approved by the General Meeting in April 2007. After the framework of the Plan had been developed in 2006, attention was given in the early months of 2007 to defining appropriate financial criteria and targets and the links between financial results and long-term remuneration. The Supervisory Board decided, on a proposal of the Remuneration Committee, for the time being to use the Return on Capital Employed (ROCE), growth in Earnings Before Interest and Tax, Depreciation and Amortization (EBITDA) and growth in Earnings per Share (EPS) financial performance criteria applied by Vopak and published in the annual report as the financial criteria for the long-term remuneration of the Executive Directors of Vopak.

The new Long-term Incentive Plan has two elements: the Performance Share Plan and the Share Ownership Plan. The first grant under the Performance Share Plan will be made in 2008. The Executive Directors made the first deposit of shares bought with their own funds in the share portfolio under the Share Ownership Plan in May 2007 and this consisted of the maximum number of shares to be deposited with a value of 1/3 of the then current annual salary: Broeders 3,672, De Kreij 3,380 and De Koning 3,138.

The Long-term Incentive Plan replaces the 2005-2007 Long-term Cash (LTC) Plan. Based on the actual growth in Earnings per Share in the period 2005-2007, the LTC Plan resulted in the maximum Long-term Cash bonus of 120% of the average annual salary in the bonus reference period. After approval of the annual figures, the following LTC bonuses were paid to the Executive Directors: Broeders EUR 452,000, De Kreij EUR 474,000 and De Koning EUR 378,106.

The Remuneration Committee evaluated its own functioning in 2007 and stated that it would develop the theme of Sustainability in 2008 and later years in consultation with the Executive Board and make it part of the Executive Board’s remuneration.

3. Remuneration of the Supervisory Board

As in the case of the Executive Board, the remuneration of the Supervisory Board must offer adequate rewards for the efforts and responsibilities for the business and should be in line with developments in the remuneration market for similar functions.

Following a market analysis, a proposal to amend the remuneration of the members of the Supervisory Board was submitted to the AGM for approval in April 2007.

Remuneration 2007 and 2008	Chairman	Members
Supervisory Board	45,000	33,000
Audit Committee	7,500	5,000
Remuneration Committee	6,000	4,000
Selection and Appointment Committee	3,500	2,500

EUR per year

For the Remuneration Committee
March 2008

R.M.F. van Loon, Chairman

J.D.R.A. Bax, member

F.J.G.M. Cremers, member