Report of the Supervisory Board

Composition of the Management Board and Supervisory Board

The members of BinckBank's Management Board and Supervisory Board are appointed by the General Meeting on the basis of a non-binding list of candidates drawn up by the priority shareholder.

At the 2008 Annual General Meeting, Mr. K.J. Bagijn (a co-founder of BinckBank) stood down from BinckBank's Management Board and Messrs. E.J.M. Kooistra (CFO) and N. Bortot (Retail) were appointed to the Management Board. At the forthcoming Annual General Meeting, Mr. T.C.V. Schaap (Chairman), a co-founder of BinckBank, is to stand down after long service with the company. Mr. Schaap has led the company with dedication and expertise since its formation. The Supervisory Board has been greatly impressed by the way he, together with co-founder Kalo Bagijn, has succeeded in elevating BinckBank to market leadership in online brokerage in the Netherlands and has embarked on a path of international expansion. The strategically important acquisitions of software supplier Syntel and Alex Beleggersbank were completed and successfully integrated under Mr. Schaap's leadership. The Supervisory Board thanks Mr. Schaap for his valuable contribution to the company and wishes him every success in the future. Mr. K.N. Beentjes, currently Chief Operating Officer, will be proposed as Mr. Schaap's successor. After the appointment of Mr. Beentjes, the Management Board of BinckBank will consist of Messrs. K.N. Beentjes, P. Aartsen, E.J.M. Kooistra and N. Bortot.

An intensive induction programme was provided for Mr. L. Deuzeman, who was appointed to the Supervisory Board at the extraordinary meeting in November 2007. Mr. J.K. Brouwer has offered himself for reappointment election to BinckBank's Supervisory Board at the forthcoming General Meeting. If Mr. Brouwer is reappointed, the Supervisory Board will again consist of Messrs.
C.J.M. Scholtes, J.K. Brouwer, A.M. van Westerloo
and L. Deuzeman.

The information on the members of the Supervisory Board referred to in best-practice provision III.1.3 of the Dutch Corporate Governance Code can be found on page 66 and 67 of the annual report.

The Supervisory Board is composed such that the members are able to act independently, both of one another and of the Management Board or any other particular or partial interest, within the framework imposed by the Supervisory Board's profile. The Supervisory Board considers that the independence criteria defined in best-practice provision III.2.1 of the Code have been met.

The members of the Supervisory Board attended almost all the meetings, a good habit on which the Supervisory Board places great value, taking the view that force majeure is the only acceptable reason for absence. Access to the members of the Management Board and Supervisory Board for consultation between meetings was good and is indicative of their commitment to the company.

The task of the Supervisory Board is to oversee the policy pursued by the Management Board and the business operations which it manages. The Supervisory Board's duties also include advising the Management Board, acting in the best interests of the company and its stakeholders in the short and long term.

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