Report of the Supervisory Board

Remuneration of the Management Board

Best-practice provision II.2.9 of the Dutch Corporate Governance Code requires a summary of the Supervisory Board's report on remuneration policy to be included in the report of the Supervisory Board. This can be found on page 79 of this annual report.

The remuneration received by the members of the Management Board in 2008 was in accordance with the 2008 remuneration policy adopted by the General Meeting as referred to above. The long-term remuneration merits special attention in this context.

The amount outstanding as at the balance sheet date in respect of securities-backed lending to members of the Management Board was € 687,725 (2007: € 3,507,000) and is analysed as follows:

Thierry Schaap  € 687,725    

In the context of long-term remuneration, Article 23 of the 2008 remuneration policy states that the conditional award of phantom shares to the members of the Management Board in any calendar year will only become unconditional if, averaged over the entire three-year performance period, BinckBank achieves a position in the top five of the reference group in terms of TSR. The average position is calculated on the basis of the ranking in the TSR reference group as at 31 December of the relevant calendar year.

The Supervisory Board decided on reflection that, considering its activities and stock market profile (market capitalisation, free float and traded volume), Bourse Direct should be replaced by DAB Bank in the TSR reference group with effect from 1 January 2008. The Supervisory Board duly exercised its discretionary authority to do so, pursuant to Article 23 of the 2008 remuneration policy, subject to approval by the 2009 Annual General Meeting of Shareholders.

The Supervisory Board considers it appropriate to ask the General Meeting of Shareholders for its approval because this change in the composition of the TSR reference group means that BinckBank was in fifth place as at 31 December 2008 (instead of sixth) and the phantom shares conditionally awarded to the members of the Management Board in 2008 become unconditional.

If the General Meeting of Shareholders does not approve the Supervisory Board's decision to modify the composition of the TSR reference group, the provision formed in the 2008 financial statements will be released.

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