| a) |
An overview of the company's capital structure, the different classes of share and the associated rights and obligations is given on page 39 of this annual report, together with the percentage of the issued capital which each class of share represents. |
| b) |
The company imposes no restrictions on the transfer of shares or depositary receipts issued with the cooperation of the company. |
| c) |
Shareholdings in the company of which disclosure is prescribed by Section 5.3 of the Financial Supervision Act (Wft) are stated on page 14 of this annual report. |
| d) |
Stichting Prioriteit Binck (the 'priority shareholder') holds 50 priority shares in BinckBank N.V. Under the Articles of Association, the priority shareholder has a central role in many important decisions. Management Board and Supervisory Board members, for example, are appointed from a non-binding list of candidates drawn up by the priority shareholder. A resolution to amend the Articles of Association can only be adopted on a proposal of the priority shareholder, and the priority shareholder determines what part of the (remaining) profit is to be added to reserves. Further information can be found in the company's Articles of Association, which are posted on the website. |
| e) |
There is no share scheme for employees and hence no mechanism for monitoring such a scheme. |
| f) |
Each share shall entitle its holder to cast one vote. No vote may be cast at the General Meeting of Shareholders in respect of shares or depositary receipts held by the company or one of its subsidiaries, nor in respect of shares of which they hold depositary receipts. Holders of a usufruct or pledge on shares held by the company or its subsidiaries shall not be deprived of voting rights if the usufruct or pledge was established before the share came into the possession of the company or a subsidiary. Neither the company nor a subsidiary may exercise voting rights in respect of a share on which it holds a usufruct or pledge. For the purposes of determining the extent to which shareholders vote, are present or are represented or the extent to which the share capital has been paid up or is represented, no account shall be taken of shares in respect of which the law prescribes that no votes may be cast. The provisions of Articles 11 and 12, respectively, of the Articles of Association apply to voting rights attaching to shares on which a usufruct or pledge has been established. The issue of depositary receipts - with the cooperation of the company - is permitted by the Articles of Association. If depositary receipts have been issued with the cooperation of the company, the provisions of Article 28 of the Articles of Association will apply to voting rights and the appointment of proxies to exercise voting rights. Voting is not subject to a qualifying period. No time limit is specified for the exercise of voting rights. More information on the Articles of Association can be found on the company's website. |
| g) |
The company is not aware of any agreements with shareholders which might give rise to any restrictions on the transfer of BinckBank shares or depositary receipts issued with the company's cooperation or on the voting rights. |
| h) |
The procedure for appointment and dismissal of the members of the Supervisory Board and Management Board and the rules for amendment of the Articles of Association are defined in the company's Articles of Association and are summarised on page 78 of the annual report. More information can be found in the company's Articles of Association, which are posted on the website. |
| i) |
The powers of the Management Board in respect of the issue of the company's shares and the acquisition of shares by the company are explained on page 77 of the annual report. The General Meeting may resolve to reduce the issued capital by cancelling shares or reducing the nominal value of the shares by amendment to the Articles of Association. For further information, see the company's Articles of Association, which are posted on the company's website. |
| j) |
The service agreement entered into with Friesland Bank N.V. in 2006 states that, in the event of a specifically defined change in BinckBank's control structure, Friesland Bank N.V. will be entitled to terminate the agreement. |
| k) |
Information on the severance arrangements for members of the Management Board is given in the remuneration report for the 2008 financial year. |
