Long-term incentive plans (LTIPs)

28.1 Charge to income statement

The charge to the statement of income of the conditional long-term incentive awards is set out below:

Total carrying amount of liabilities for cash-settled share-based payment at 31 December 2010 amounts to EUR 0.8 million (31 December 2009: nil).

Unvested awards are forfeited if participants resign 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. Mr De Koning retired at 27 April 2010 and Mr Broeders resigned effective as per 1 March 2011.

Increase 1% Decrease 1%

2010 2009 2010 2009

Discount rate - 3.4 - 3.8 7.5 6.8

Expected return on plan assets - 6.5 - 5.9 6.5 5.9

Expected price index increase 12.4 11.2 - 8.0 - 8.0

E.M. Hoekstra 29.0 32.6 – – – 61.6 –

J.P. de Kreij 105.5 120.1 188.0 204.8 – 618.4 220.9

F. Eulderink 98.7 112.4 – – – 211.1 –

Current members Executive Board 233.2 265.1 188.0 204.8 – 891.1 220.9

J.P.H. Broeders – – 47.4 - 139.9 – - 92.5 274.5

F.D. de Koning – – 86.1 113.9 – 200.0 201.2

Former members Executive Board – – 133.5 - 26.0 – 107.5 475.7

Other 450.7 492.2 735.9 215.8 1,377.8 3,272.4 1,807.9 Total 683.9 757.3 1,057.4 394.6 1,377.8 4,271.0 2,504.5 Costs from LTIP 2010 equity- settled Costs from LTIP 2010 cash- settled Costs from performance shares granted in prior years Costs from matching shares granted in prior years Costs from 2008 Cash Plan Total 2010 Total 2009 In EUR thousands

28.2 Plans description

LTIP 2010

The new long-term variable income plan (Long Term Incentive Plan, ‘LTIP’) for the Executive Board and a number of key managers, awarded in 2010 consists of a 4-year period and aims to encourage to pursue a policy that focuses on long-term profitable growth and to reward Board members and the key managers for that policy if it is successful.

The LTIP 2010 rewards participants for the growth in Vopak’s Earnings per Share (‘EPS’) performance during the period from 2010 through 2013 compared to the EPS performance of 2009. If a considerable, ambitious improvement in growth in EPS has been achieved during the said 4-year performance period, a long-term remuneration will be awarded that ranges from an annual 0% to 100% of the Chairman’s average annual salary and from 0% to 82.5% annually for other Board members. For key managers these percentages are 0% to 52.5% or 0% to 37.5% of the average annual salary.

In addition to growth in EPS, the value of the award at the end of the vesting period will be determined by the development of Vopak share price during the plan period. Subject to the attainment of the performance condition 50% of the award will be paid in Vopak shares (equity-settled share-based payment) and 50% in cash (cash-settled share-based payment). The shares are to be held in a deposit for two years before they can be freely disposed of by the participants. The LTIP is awarded once every four years for a subsequent 4-year plan period. The financial objectives for these vesting conditions and the related award percentages were set by the Supervisory Board and have been approved by the Annual General Meeting prior to the date the conditional awards have been made.

The movement in the number of awarded plan LTIP 2010 is set out below.

E.M. Hoekstra 1) _{J.P. de Kreij F. Eulderink J.P.H. Broeders Other Total}

Equity-settled conditionally awarded 8,075 9,156 8,568 11,780 66,371 103,950

Cash-settled conditionally awarded 8,075 9,156 8,568 11,780 66,371 103,950

Equity-settled forfeited – – – - 11,780 – - 11,780

Cash-settled forfeited – – – - 11,780 – - 11,780

Outstanding at 31 December 2010 16,150 18,312 17,136 – 132,742 184,340

The new LTIP replaces the long-term incentive plan that was annually awarded to the Executive Board starting in 2007 and comprised a Performance Share Plan (2008 and 2009) and a Share Ownership Plan (2007, 2008 and 2009), see below. In launching the new long-term incentive plan, it was agreed that the plans for 2007, 2008 and 2009 will be settled at the end of the plan periods in accordance with the terms and conditions agreed at the date of grant and will, therefore be phased out over the next few years.

Performance Share Plan 2008 and 2009

Under the Performance Share Plan 2008 and 2009 conditional ordinary shares in the company were 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. These conditions are treated as non-market vesting conditions. The participants are not permitted to dispose of their vested shares released until they have met their minimum shareholding target, 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. 1) _{Awards made since date of appointment}

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 were set by the Supervisory Board and have been approved by the Annual General Meeting prior to the date the conditional awards have been made.

The movement in the number of awarded performance shares is set out below. The outstanding numbers at 1 January 2010 are adjusted due to the share split in May 2010.

These plans are recognized as equity-settled share-based payment transactions. The first unconditional award of shares under the Performance Share Plan 2008 will be effected in 2011.

Share Ownership Plan 2007, 2008 and 2009

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 the fixed annual salary for the members of the Executive Board. 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 the prior year.

As from 2007, the participants of the Share Ownership Plan can purchase Vopak shares which are placed in a portfolio. 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.

As consideration for investing and keeping the shares in portfolio, the company annually awarded performance-related matching shares. The performance condition attached to the matching shares is linked to the EPS growth development during the five-year period as set by the Supervisory Board and has been approved by the Annual General Meeting prior

to the date the awards were made. 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 conditionally awarded matching shares is set out below. The outstanding numbers at 1 January 2010 are adjusted due to the share split.

These plans are recognized as equity-settled share-based payment transactions. The first unconditional grant of matching shares will be effected in 2012 and the last unconditional grant of matching shares in 2014.