Koninklijke Vopak N.V. (Royal Vopak) proposes to the General Meeting of Shareholders to amend the terms and conditions of the outstanding cumulative financing preference shares (‘preference shares’) with effect from 30 December 2004, whereby:

• the outstanding amount will be reduced by EUR 50.3 million to EUR 65.0 million;
• the dividend rate will be set at 4.73% (current dividend averages 6.03%), to be reviewed every five years;
• the new programme qualifies as equity under both Dutch financial reporting guidelines and the current IFRS standards;
• the transaction results in an increase in earnings per share of around EUR 5 cents.

In connection with this, an Extraordinary General Meeting of Shareholders has been convened on Wednesday 22 December 2004.

It is proposed that Vopak reduce the outstanding amount of preference shares from EUR 115.3 million to EUR 65.0 million on 30 December 2004. This will be effected partly by the repurchase of outstanding preference shares, which will be cancelled in the course of 2005, and partly by a distribution chargeable to the share premium account for the preference shares.

The new annual dividend rate for the preference shares will be set at 4.73% for the period from 1 January 2005 to 31 December 2009, and will be reviewed on 1 January 2010 and every subsequent five years. On each of the dividend review dates, Vopak will be entitled to redeem the preference shares. Vopak can also make interim distributions chargeable to the share premium account for the preference shares up to a maximum of EUR 13 million per annum.

Under the new terms and conditions, the preference shares will qualify as equity both under Dutch financial reporting guidelines and under the current IFRS standards.

In addition to improving the balance sheet, this transaction will result in an increase in earnings per share of around EUR 5 cents.

The restructuring will also involve an amendment to the voting rights, which will be based on the fair value of the capital contribution of the preference shares, in line with the Dutch Corporate Governance Code.

ABN AMRO Rothschild acted as financial advisor to the company for the restructuring of the preference shares.

The agenda of the Extraordinary General Meeting of Shareholders, the shareholders' circular as well as a proposal to amend the Articles of Association including explanatory notes, can be found on the Vopak website, www.vopak.com.

Profile
Royal Vopak provides independent tank terminal capacity over the whole world to the chemical and oil industries for the storage of liquid chemical products and oil products. Related to this, Vopak also provides a wide range of value-added logistic services, such as tanker shipping, barging and warehousing, independently or in cooperation with strategic partners.

The company is divided globally into five market regions and operates a network of 72 tank terminals with a combined storage capacity of over 20.0 million m3 in 29 countries. 

For further information, please contact:
Royal Vopak      
Corporate Communication & Investor Relations    
Dick Richelle       
Telephone : + 31 10 4002777   
        
E-mail  : corporate.communication@vopak.com
Web site : www.vopak.com