Long-term Incentive Plans (LTIPs)

The Long-term Incentive Plan for the members of the Executive Board and a number of key managers was introduced in 2008. This Long-term Incentive Plan consists of a Performance Share Plan and the Share Ownership Plan (the Matching Share Plan). These plans are recognized as equity-settled share-based payment transactions.

For employees who are not eligible to participate under the Long-term Incentive Plan but who contribute significantly to the company’s shareholder value a three years Cash Plan 2008-2010 was introduced in 2008.

Unvested awards are forfeited if a participant resigns or their employment is terminated for cause. If the employment is terminated as a result of death, retirement or disability, the awards remain outstanding on a pro-rata basis subject to attainment of the predetermined performance conditions.

The charge to the statement of income of the conditional awards is set out below:

Total Total

In EUR thousands J.P.H. Broeders F.D. de Koning J.P. de Kreij Others 2009 2008

Performance shares granted in the year 82.8 59.6 63.3 246.0 451.7 306.3

Performance shares in prior year 80.1 56.7 62.1 234.0 432.9 –

Matching shares granted in the year 54.9 39.2 45.4 74.3 213.8 55.8

Matching shares granted in prior years 56.7 45.7 50.1 37.9 190.4 39.0

Cash plan – – – 1,215.7 1,215.7 1,148.4

Total 274.5 201.2 220.9 1,807.9 2,504.5 1,549.5

Performance Share Plan

Under the Performance Share Plan conditional ordinary shares in the company are awarded, which vest after three years following the start of the performance period to the extent that the associated service and performance conditions are met which conditions are treated as non-marketing vesting conditions. The participants are not permitted to dispose of their vested shares released until they have met their minimum shareholding target (see next page), except for meeting their tax liability with respect of the vesting of the conditional shares released.

The plan rules allow for vesting up to a maximum of 150% of the number of shares awarded at the beginning of the performance period.Awards have been made with an underlying value of 50% of the fixed 2009 annual salary for the Chairman (2008: 45%) and at 45% of the fixed 2009 annual salary for the other members of the Executive Board (2008: 40%). For the awards made to other senior executives, award percentages of respectively 30% or 20% of the fixed annual salary have been applied.

The performance conditions attached to performance share awards are based on the financial performance of the company during the performance period of three years. The financial performance during those three calendar years is measured by the average ROCE and EBITDA growth for the awards made in 2008 (Plan 2008) and by average EPS growth for the awards made in 2009 (Plan 2009). The financial objectives for these vesting conditions and the related award percentages are set by the Supervisory Board prior to the date the awards have been made and have been approved by the Annual General Meeting.

The movement in the number of awarded performance shares is set out below.

J.P.H. Broeders F.D. de Koning J.P. de Kreij Others Total

Outstanding at 1 January 2009 5,536 4,020 4,330 19,468 33,354

Conditional awarded 9,623 6,928 7,361 28,589 52,501

Forfeited – – – - 2,723 - 2,723

Outstanding at 31 December 2009 15,159 10,948 11,691 45,334 83,132

131

–Royal Vopak Annual Report 2009

Share Ownership Plan

To align the interest of the members of the Executive Board and a number of senior executives with those of shareholders they are also required to build up and keep a portfolio of Vopak shares which is equal to 100% of their fixed annual salary and for senior executives this portfolio of Vopak shares is equal to 50% or 25% of their fixed annual salary. The shareholding target is defined as a minimum number of shares that is calculated based on the average share prices of the fourth quarter of prior year.

As from 2007, the participants of the Share Ownership Plan can purchase Vopak shares which are placed in a portfolio. If the portfolio reaches the intended level, the performance shares released after the three year vesting period become available to the participants. If the intended level is not reached, the performance shares released after the three year period, will be placed in a portfolio and blocked for a period of five years. The shares in the portfolio are released after this five-year blocking period, notwithstanding participants’ obligation to maintain the shares in a portfolio at the target level.

The shareholding target can be build up during three to six years subject to annual minimum and maximum purchase requirements. The shareholding target for the members of the Executive Board and the other senior executives at 31 December 2009 are detailed in the table below. All participants have met their minimum shareholding requirements.

Minimum Maximum

number of number of Restricted shares held on

shares shares 31 December 1 September

Members Executive Board (see note 32) 17,000 51,001 51,001 50,197

Other senior executives 11,112 24,767 21,830 21,718

Total 28,112 75,768 72,831 71,915

As consideration for investing and keeping the shares in portfolio, the company will annually award performance-related matching shares. Only the shares held prior to 1 September will be eligible for matching. The performance condition attached to the matching shares is linked to the EPS growth development at the end of the five year period as set by the Supervisory Board prior to the date the awards are made and have been approved by the Annual General Meeting. This performance condition is treated as a non-market vesting condition.

Depending the performance during the vesting period the number of matching shares can vest from 0%

to 200% of the number of shares in the portfolio. The movement in the number of conditional awarded matching shares is set out below.

J.P.H. Broeders F.D. de Koning J.P. de Kreij Others Total

Outstanding at 1 January 2009 8,202 6,699 7,217 6,756 28,874

Conditional awarded 11,044 7,893 9,142 14,962 43,041

Forfeited – – – – –

Outstanding at 31 December 2009 19,246 14,592 16,359 21,718 71,915

Estimated value equity-settled share-based payments

The calculations of the estimated fair value of the performance shares and the matching shares at the applicable grant dates, being the dates on which the terms and conditions of the Long-term Share Plans are accepted by the participants, are made by an independent qualified appraiser.

The total charge to be recognized for the 2009 awards made, can only be estimated, because the actual vesting percentages of the performance and matching shares will not be known until the end of the respective vesting periods. The fair value of the performance shares and the matching shares is based on the share price at the date of grant which has been reduced with the expected discounted future dividends payable during the respective vesting period since the holders of the performance shares and the matching shares are not entitled to receive dividends during the vesting period. Expected dividends have been applied in accordance with the dividend policy of the company.

35748_Binnen_Ned_Jaarrek.indd 131 17-3-10 10:53

The estimated vesting percentages are based on scenario analysis. For the performance shares the estimated vesting percentages amount to respectively 112% and 80% for the 2008 Plan and 2009 Plan. For the matching shares the estimated vesting percentages amount to repectively 102%, 81% and 83% for the Plan 2007, Plan 2008 and Plan 2009. No forfeitures of awards made to key executives are currently assumed. The fair value of the employee services received in exchange for the award of performance shares and matching shares is recognized ratably over the vesting period of three years for the performance shares and of five years for the matching shares.

The estimated vesting percentages of the non-market vesting conditions of the equity-settled share-based payment arrangements are revised at the end of each reporting period and the vesting date and the difference is charged or credited to profit or loss, with a corresponding adjustment to equity.

The amounts recognized during 2009 were EUR 0.9 million (2008: EUR 0.3 million) for the performance share plan and EUR 0.4 million (2008: EUR 0.1 million) for the matching shares as specified in the tables below.

Performance shares

Average Fair Conditional Allocated Allocated

share price value shares awarded Expected Fair value cost to cost to Participants Grant date at grant date at grant date shares ¹⁾ shares at grant date 2009 2008

J.P.H. Broeders 18-02-2008 34.16 31.23 5,536 6,201 193,657 80,115 48,989

12-06-2009 35.81 32.27 9,623 7,698 248,414 82,805 –

F.D. de Koning 12-02-2008 33.32 30.39 4,020 4,502 136,816 56,596 34,614

12-06-2009 35.81 32.27 6,928 5,542 178,840 59,613 –

J.P. de Kreij 15-02-2008 33.86 30.93 4,330 4,850 150,011 62,056 37,951

12-06-2009 35.81 32.27 7,361 5,889 190,038 63,346 –

Other senior 7-03-2008/

executives 1-07-2008 36.43 33.50 16,745 18,753 628,225 234,065 184,787

12-06-2009 35.81 32.27 28,589 22,871 738,047 246,016 –

Total 83,132 76,306 2,464,048 884,612 306,341

1) On a 100% basis

Matching shares

Average Fair Conditional Allocated Allocated

share price value shares awarded Expected Fair value cost to cost to Participants Grant date at grant date at grant date shares ¹⁾ shares at grant date 2009 2008

J.P.H. Broeders 18-02-2008 34.16 29.25 8,202 7,414 216,859 56,742 28,277

12-06-2009 35.81 29.93 11,044 9,167 274,368 54,874 –

F.D. de Koning 12-02-2008 33.32 28.41 6,699 6,085 172,874 45,675 22,536

12-06-2009 35.81 29.93 7,893 6,551 196,071 39,214 –

J.P. de Kreij 15-02-2008 33.86 28.95 7,217 6,556 189,797 50,144 24,740

12-06-2009 35.81 29.93 9,142 7,588 227,109 45,422 –

Other senior 7-03-2008/

executives 1-07-2008 36.43 31.52 6,756 5,473 172,509 37,844 19,233

12-06-2009 35.81 29.93 14,962 12,418 371,671 74,334 –

Total 71,915 61,252 1,821,258 404,249 94,786

1) On a 100% basis

Cash Plan

The Cash Plan 2008-2010 provides for additional pay in the form of deferred compensation under the terms and conditions of the plan after a three years vesting period. The cash plan is granted to a group of senior managers individually selected by the Executive Board. The financial performance is measured by the EPS growth criterion for the three years period, which can rise from 0% to a maximum of 67.5% or 45% of the average salary over the vesting period.

The total costs recognized during 2009 was EUR 1.2 million (2008: EUR 1.1 million).

133

–Royal Vopak Annual Report 2009