Corporate governance

Legal structure

General

BinckBank is a public limited liability company which is listed on NYSE Euronext Amsterdam. BinckBank has several Dutch subsidiaries, associates and one foreign subsidiary. BinckBank also has offices in Belgium, France and Spain. BinckBank is subject to supervision by both De Nederlandsche Bank (DNB) and the Authority for the Financial Markets (AFM). The foreign subsidiary Binck België N.V. is subject to supervision by local securities regulators and holds its own licence.

Shares, issue of shares, voting rights and shareholder structure

Shares

BinckBank's authorised capital consists of listed ordinary shares and 50 priority shares, each with a nominal value of € 0.10. The priority shares, which represent 0.00006% of the issued capital, are registered, are not listed on the stock exchange and are held by Stichting Prioriteit Binck (the 'priority shareholder'). Special controlling rights are vested in the priority shareholder, as stipulated in the company's Articles of Association which are posted on the company's website. Further information on the position of the priority shareholder is given below. No depositary receipts have been issued for BinckBank shares.

Issue and cancellation of shares

The issue of shares requires a resolution of the General Meeting of Shareholders, which may assign this authority to another corporate body for a maximum of five years. Save as provided otherwise by law, each shareholder will have a pre-emptive right to issues of ordinary shares in proportion to the total amount of his shares.

Shareholders have no pre-emptive right to shares which are issued a) to employees of the company or a group company or b) for payment other than in cash. The pre-emptive right may be restricted or suspended by a resolution of the General Meeting. Pre-emptive rights can also be restricted or suspended by the corporate body referred to above, if it has been designated by resolution of the General Meeting, for a maximum of five years, as authorised to restrict or suspend pre-emptive rights.

If less than half of the issued capital is represented at the General Meeting, a resolution by the General Meeting to restrict or suspend pre-emptive rights, to designate another corporate body as authorised to do so or to withdraw such designation requires a majority of at least two-thirds of the votes cast. Such resolutions may only be adopted by the General Meeting on a proposal by the priority shareholder.

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.

Voting rights

Each BinckBank share confers the right to cast one vote. Resolutions are adopted on a simple majority of the votes cast, except where a larger majority is prescribed by law or the Articles of Association. For example, BinckBank's Articles of Association state that a resolution to amend the Articles of Association, on a proposal of the priority shareholder, requires a majority of at least two-thirds of the votes cast.

Subject to the Supervisory Board's approval, BinckBank's Management Board may, pursuant to the Articles of Association, resolve to set a record date when convening meetings of shareholders. BinckBank sets record dates and thus complies with best-practice provision IV.1.7 of the Code.

Shareholder structure

The shareholders who have given notification of their holdings in BinckBank pursuant to Section 5.3 of the Financial Supervision Act (Wft) are listed on page 14 of this annual report. No shareholder agreements exist between BinckBank and the major shareholders.

As at year-end 2008, the members of the Management Board of BinckBank N.V. held the following shares:

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