1. General

Company information

BinckBank N.V., established and registered in the Netherlands, is a public limited liability company incorporated under Dutch law, whose shares are publicly traded. BinckBank N.V. is officially domiciled at Vijzelstraat 20, 1017HK Amsterdam. BinckBank N.V. provides conventional and internet broking services in securities and derivative transactions for private and professional investors. The subsidiary Syntel Beheer B.V. specialises in developing software for financial institutions for processing and accounting for securities transactions. In the following pages, the name 'BinckBank' will be used to refer to BinckBank N.V. and its various subsidiaries.

BinckBank's consolidated financial statements for the year ended 31 December 2008 have been prepared by the company's Management Board and approved for publication pursuant to a formal decision taken by the Management Board and the Supervisory Board on 6 March 2009. The financial statements for 2008 will be adopted at the General Meeting of Shareholders to be held on 28 April 2009.

Presentation of the financial statements

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) adopted by the International Accounting Standards Board and endorsed by the European Commission.

Unless otherwise stated, the financial statements are in euros, with all amounts rounded to the nearest thousand.

Implications of new standards

The IASB and the IFRIC have issued new standards, amendments to existing standards and interpretations of standards which have not yet come into operation or have not yet been endorsed by the European Union.

BinckBank has implemented the following IFRSs and IFRIC interpretations which are mandatory with effect from 2008.

IFRIC 11 IFRS 2 - Group and Treasury Share Transactions has been issued and is mandatory for annual periods beginning on or after 1 March 2007. The standard has no material implications for BinckBank's consolidated financial statements.

IFRIC 12 - Service Concession Arrangements has been issued and is mandatory for annual periods beginning on or after 1 January 2008, but is not relevant to BinckBank.

IFRIC 14 IAS 19 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and Their Interaction, clarifies the situation concerning the fact that assets relating to defined benefit plans may only be recognised in the balance sheet if they embody economic benefits in the form of refunds under a defined benefit plan or a reduction in the future contributions to the plan. The interpretation applies to certain of the group's defined benefit plans but is not expected to have any material

consequences for the consolidated financial statements because the plans are being discontinued.

The amendment to IAS 39 - Financial Instruments: Recognition and Measurement and IFRS 7 - Financial Instruments: Disclosures - Reclassification of Financial Assets, issued in October 2008 with effect from 1 July 2008, permits the reclassification of financial assets (other than derivatives) from

financial assets at fair value through profit or loss to available-for-sale financial assets or to held-to maturity financial assets under certain conditions. The amendment also permits the reclassification of financial assets from financial assets at fair value through profit or loss and from available-for-sale financial assets to loans and receivables under certain conditions. BinckBank has not made use of the option of reclassifying the financial assets.

The following standards and interpretations have not yet been applied by BinckBank:

In May 2008, the IASB issued its first omnibus exposure draft of amendments to existing standards which will become mandatory with effect from 1 January 2009. The implementation of these standards and interpretations is not expected to have any material consequences for the financial

statements. With effect from the date on which the new standards and interpretations become mandatory, certain additional information will be required in the financial reporting and will be duly included.

IAS 32 and IAS 1 Amendment - Puttable Financial Instruments and Obligations Arising on Liquidation and IFRS 1 and IAS 27 Amendment - Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate, both mandatory with effect from 1 January 2009, will not have any consequences for the consolidated financial statements at this stage.

IFRS 2 Amendment - Vesting Conditions and Cancellations, issued in January 2008 and mandatory with effect from 1 January 2009 and clarifying the definition of share-based payments and the accounting treatment of cancellations, is not expected to have any consequences for the consolidated financial statements.

IFRS 8 - Operating Segments, issued in November 2006 and mandatory with effect from 1 January 2009, which introduces the requirement that the financial and descriptive information which is reported concerning business segments should be the same as the information which is used internally for evaluating the results of the business segments and for decisions concerning the allocation of resources. BinckBank uses the same performance indicators and the same reporting structures for internal performance measurement as it does for external reporting and this new standard is therefore not expected to have any implications for the consolidated financial statements.

The amendment to IAS 23 - Borrowing Costs, issued in March 2007 and mandatory with effect from 1 July 2009, which removes the option of recognising the costs of borrowings directly relating to the acquisition, construction or production of

qualifying assets as an expense as and when incurred. This amendment will not have any implications for the consolidated financial statements since BinckBank does not make use of

the option.

IFRS 3R - Business Combinations will not have any implications for the consolidated financial statements and IAS 27 Amendment - Consolidated and Separate Financial Statements will have only minor implications for the disclosures in the

financial statements.

IFRIC 13 - Customer Loyalty Programmes, mandatory with effect from 1 July 2009, IFRIC 15 - Agreements for the Construction of Real Estate, mandatory with effect from 1 January 2009, and IFRIC 16 - Hedges of a Net Investment in a Foreign Operation, mandatory with effect from 1 October 2009, will not have any implications for the consolidated financial statements.

Changes in accounting policies, estimates and presentation

The accounting policies are consistent with those applied in the previous year with the exception of the changes explained below.

Change in presentation

In 2008, BinckBank revised the structure and presentation of the financial statements with the object of bringing them into line with the required categorisation of the financial assets and liabilities under IFRS. This has led to reclassifications in the format of the balance sheet and a reclassification in the income statement with respect to the impairment of financial instruments. The changes in the presentation of the balance sheet are shown below.

Significant accounting judgements and estimates

The preparation of the financial statements involves making assumptions and estimates on the recognition and measurement of assets and liabilities, contingent rights and liabilities and income and expense items. The most significant assumptions for the future and other key sources of estimation uncertainty at the balance sheet date that have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are:

Impairment of goodwill

At least once a year BinckBank performs an impairment test on the carrying amount of goodwill. This involves estimating the value in use of the cash-generating units to which the goodwill is attributed. In order to estimate the value in use, BinckBank makes an estimate of the expected future cash flows from the cash-generating unit and also determines a suitable discount rate for calculating the net present value of those cash

flows.

Fair value of identified intangible assets acquired with acquisitions 

BinckBank measures the value of the identifiable intangible assets acquired with the acquisition of a company or business activities. The measurement is performed using cash flow models and/or royalty models. BinckBank makes assumptions and projections of future revenues and results in order to arrive at the cash flows and for determining the applicable discount rate. Where the royalty method is used, an estimate is also made of the appropriate royalty percentage. An impairment test is performed on each balance sheet date.

Fair value of financial instruments

Where the fair value of financial assets and financial liabilities cannot be obtained from active markets, it is arrived at using valuation methods including discounted cash flow models. Observable market data is used as the input to these models wherever possible but, where this is not possible, judgements are required in determining fair values. These judgements involve considering things like liquidity risk, credit risk and volatility as inputs. Changes in assumptions regarding these factors can affect the fair value of financial instruments.

Impairment of loans and receivables 

BinckBank performs periodical tests to ascertain whether the fair value of the securities portfolio serving as collateral for securities lending is sufficient to cover this lending. If the collateral provided by the securities portfolio is found to be inadequate, an impairment loss is indicated. BinckBank makes individual estimates of the future cash flows, proceeds from execution of collateral net of transaction costs and the costs of collecting the receivables. BinckBank assesses periodically whether any changes have taken place which necessitate an adjustment of the provision for impairment losses.

Deferred tax assets

Deferred tax assets are recognised if it is probable that future taxable profits will be generated to allow the tax loss carryforwards to be utilised.

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