Report of the Management Board

Review of 2008

BinckBank's focus in 2008 was again on providing the best possible services for existing clients on very attractive financial terms and growing our client base. We worked on integrating Alex Beleggersbank, making the organisation more manageable, introducing our BPO services, launching our services in France and growing our Belgian operation. We also withdrew completely from equities trading for own account last year, which further lowered the company's risk profile and allowed us to focus more management attention on the growth of the Retail and Professional Services business units. Our subsidiary Syntel again made a very useful contribution to the result in 2008. At the same time, we were of course working hard to manage the effects of the credit crisis on BinckBank.

With the acquisition of Alex Beleggersbank, BinckBank has more than doubled in size. To integrate the two organisations and create a new basis for manageable growth in the future, many changes and improvements have been made at the organisational, financial, operational and human resources level. For example, we invested in 2008 in improved and expanded management information, a new financial administration system, IT fall-back facilities and staff quality, with the aim of building a strong foundation for future growth. As for our progress in broadening and improving our product range, we introduced online saving and BPO services, developed the French operation and launched the online Alex Academy. The web version of the Alex Academy enables us to reach a far wider audience.

The MiFID regulations which came into effect at the end of 2007 have opened up the possibility of establishing market places that offer a good and cheap alternative to the existing stock exchanges. BinckBank intends to avail itself of that opportunity in the future and signed an agreement with leading trading house Optiver in July, setting up a joint venture to provide a best-execution service. This service will be introduced in the course of 2009. By utilising available third-party technology and the existing expertise and skills of its joint venture partner, BinckBank will be able to offer even better execution of client orders. As well as complying fully with the MiFID guidelines, this initiative will generate substantial cost savings for the company in the future and hence further strengthen its competitive position.

With the world transfixed by the credit crunch and reports from many financial institutions talking of nothing but losses, BinckBank posted a strong adjusted net profit of € 64.1 million (€ 0.83 per share) in 2008. This reflected the sharp rise in the number of new brokerage accounts, the fact that existing BinckBank clients continued to trade actively in volatile markets and the (cost) synergy gains accruing from the acquisition of Alex Beleggersbank. The € 64.1 million includes integration expenses of € 4.6 million and a positive contribution of € 0.1 million from discontinued operations. By way of comparison, adding together Alex Beleggersbank's 2007 net profit (€ 34.6 million) and BinckBank's 2007 net profit (€ 32.2 million including a non-recurring tax benefit of € 4.3 million and a positive contribution from discontinued operations of € 1.6 million) gives a pro-forma combined net profit for Alex and Binck of € 66.8 million. On that basis, net profit in 2008 was € 2.7 million (4%) lower. After adjustment for these non-recurring effects, the pro-forma net profit was € 68.6 million in 2008 and € 60.9 million in 2007, an increase of € 7.7 million (13%) in 2008.

Because BinckBank specialises exclusively in securities-related services and pursues a very conservative investment policy, no impairments needed to be made on the investment portfolio in 2008. BinckBank's sound capital position enables it to pursue a dividend policy under which 50% of the adjusted net profit is distributed each year as dividend and to buy back shares. A total of 1,024,580 BinckBank shares were repurchased in 2008. The repurchased shares will be cancelled, which will reduce the issued share capital.

2008 also brought changes in the composition of the company's Management Board. Co-founder Kalo Bagijn stood down at the shareholders' meeting on 6 May 2008 and was succeeded by Nick Bortot. Evert Kooistra was appointed to the Management Board as CFO at the same meeting. The present chairman and co-founder Thierry Schaap is to step down at the coming shareholders' meeting and will be succeeded by the present COO Koen Beentjes, subject to the shareholders' approval. The Management Board is confident that, in its new composition including incumbent member Pieter Aartsen, it is well equipped to lead BinckBank to further successes in the future. The remuneration of the members of the Management Board in 2008 is explained in the context of the remuneration policy discussed on page 79 et seq of this annual report.

Although, compared with 2007's avalanche of changes (including Wft, MifId, IFRS and Basel II), 2008 was a relatively quiet year for new legislation and regulations, the Finance & Control department still had to work hard to keep abreast of the changes, most notably in relation to IFRS and Basel II. Since acquiring Alex Beleggersbank, BinckBank finds itself in an increasingly complex environment.

BinckBank is exposed to various risks in the course of its activities. To identify and monitor these risks, BinckBank performs an annual risk analysis. The identification of risks and the implementation and modification of the relevant control measures is a continuous process within BinckBank. More information on risk management at BinckBank and the extent to which BinckBank's Management Board is in control can be found in the sections entitled 'Risk management under Basel II and Pillar III disclosure' on page 32 and 'In control statement' on page 52 of the annual report.

In accordance with the company's dividend policy, the General Meeting of Shareholders on 28 April 2009 will be invited to approve the distribution of a final dividend of € 0.21 in cash. Assuming that this proposal is approved by the meeting, the dividend - net of 15% dividend tax - will be paid to holders of BinckBank N.V. shares on Wednesday, 6 May 2009. BinckBank N.V. shares will be quoted ex-dividend as from Thursday, 30 April 2009.

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