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1 . PRESS RELEASE Amsterdam, 31 October 2007 Not for release, distribution or publication into or in the United States, Canada, Australia or Japan This announcement is not an offer to sell or a solicitation of any offer to buy the shares of BinckBank N.V. ("BinckBank") in the United States, Canada, Australia or Japan or in any other jurisdiction. The information contained herein is not for publication or distribution into the United States, Canada, Australia or Japan. Neither this announcement nor any copy of it may be taken or distributed or published, directly or indirectly, in the United States of America, Canada, Australia or Japan. BinckBank acquires Alex to create a leading full-service online bank for investors Strategic acquisition results in the largest independent full-service online broker in The Netherlands with a top 5 European position Acquisition consideration of 390 million 1 in cash Financing of the acquisition through a million fully underwritten rights issue and existing cash resources Combined activities are expected to lead to substantial business benefits and synergies of approximately 18 to 20 million (pre tax) per annum as per 2010 Tax benefit from the amortisation of Fiscal Goodwill for an envisaged period of 10 years resulting in an expected annual tax saving of approximately 10 million Acquisition expected to be accretive on an adjusted earnings per share ( EPS ) basis as per 2008 Binck and Alex will continue to exist as separate labels Three largest shareholders and founding Management Board members, together holding 38.7% of BinckBank s share capital, have irrevocably committed themselves to vote in favour of the acquisition Thierry Schaap, chairman of the Management Board of BinckBank We are very excited to announce this transformational acquisition which will lead to becoming the largest independent full-service online broker in The Netherlands and obtaining a top 5 European position. The acquisition will further complement our business and will lead to a very compelling product offering for every online investor. Moreover, the strong operational fit will lead to considerable business benefits and synergies. We are convinced that the acquisition will provide us with an even stronger basis for further growth, both domestically and internationally, as it will positively add to the result from the start. We also expect that this will positively influence the adjusted earnings per share. BinckBank announces the acquisition of Alex, the online broker from Coöperatieve Raiffeisen-Boerenleenbank B.A. ( Rabobank ), for a consideration of 390 million in cash. This acquisition will create the largest independent Dutch online broker with more than 200,000 accounts and approximately 8.5 billion assets under administration. During the first nine months of 2007, BinckBank and Alex jointly executed approximately 4.8 million 1 Based on the expected net asset value of Alex on the closing date of the acquisition of 3.0 million. 2 Based on the expected net asset value of Alex and on the expected amount of required capital for the combination on the closing date of the acquisition. Page 1 of 13

2 securities transactions for private investors. Following the acquisition, both Binck and Alex will be maintained as separate labels. The acquisition is subject to approval of the extraordinary general meeting of shareholders of BinckBank ( EGM ), the Dutch Central Bank ( DCB ) and the Netherlands Competition Authority ( NCA ). BinckBank will largely finance the acquisition with 385 million of equity, for which it intends to issue new BinckBank ordinary shares by means of a rights offering after having received the EGM approval as well as the approval of the Netherlands Authority for the Financial Markets ( AFM ) for the prospectus in connection with the proposed rights offering. It is expected that the rights offering will be executed before the end of the year. This offering is fully underwritten by Fortis and ING. The remaining part will be financed with existing cash resources. The acquisition and the proposed rights offering to finance the acquisition must be presented for approval at the EGM. Notification of this EGM will be published in due course. Friesland Bank N.V., Delta Finance Amsterdam B.V., Beverweerd Investments B.V., Thimay B.V. (Mr. T.C.V. Schaap) and Hinkal Beheer B.V. (Mr. K.J. Bagijn) together holding 38.7% of the share capital of BinckBank, have confirmed in writing that they commit themselves to cast their votes in favour of any resolutions to be adopted by the EGM to enter into the acquisition and to approve the proposed rights offering. Strategic rationale for the acquisition For BinckBank, the strategic rationale for the acquisition is compelling, as the acquisition of Alex will significantly strengthen BinckBank by: having two strong labels, which together create a leading full-service online bank for investors with a top 5 European position; broadening the client base with a more diversified product offering; realising substantial economies of scale and cost savings; and benefiting from combining the innovative excellence and longstanding experience of the two pioneers of Dutch online brokerage. The position of BinckBank and Alex combined will be particularly strong in the Dutch market for retail investors, as it will create the largest independent full-service online broker for all Dutch online investors, enabling BinckBank to further expand its client base. BinckBank and Alex offer high quality online investment products, with a wide range of functionalities. In the retail segment, BinckBank is known as a discount online broker for self-supporting investors, whereas Alex is positioned as an online broker and asset and investment management company for investors with value-added services such as online advice, online asset management and online saving accounts. To safeguard the services offered to the existing clients, both labels will be maintained and their product offering remains unchanged. The combination of the Alex and Binck labels in one company will enable BinckBank to reach a broader group of investors both domestically and internationally. As a result, BinckBank will develop into a European full-service online bank for investors. Combining BinckBank s and Alex operations is expected to result in significant business benefits and synergies of approximately 18 to 20 million (pre tax) per year as per 2010, at which time the integration is expected to be completed. These benefits are expected to be back-end loaded, i.e. the majority is expected to be realised in the last two years of the integration. For example, the combined trading volume is expected to lead to a decline of costs per trade and BinckBank s treasury management is expected to lead to increased interest margins. In addition, cost advantages are expected to be realised as the result of integrating marketing, information technology and other operations. One off integration costs of 5 million are expected. Page 2 of 13

3 The combination of an increased and diversified client base and substantial business benefits and synergies is expected to result in accretion of adjusted EPS as of Strategy and organisation following the acquisition Following the acquisition, Alex will be fully integrated into BinckBank s Retail business unit. BinckBank will target the retail investor market in The Netherlands with two labels: Binck, positioned as a discount online broker for self-supporting investors aiming at the more active investors; and Alex, positioned as online broker and asset and investment management company aiming at the more affluent investors. Furthermore, the positioning of the Professional Services business unit will remain unchanged, servicing asset managers and private banks with order execution, administrative processing of securities transactions and Business Process Outsourcing ( BPO ) or software licensing services. Following the acquisition BinckBank will be positioned as a European full-service online bank for investors. BinckBank pro forma online banking products under two labels as per 30 September 2007 Number of accountsnumber of transactions Assets under administration in billion Online brokerage Binck ,4 Alex ,0 Asset management & advisory (Alex) ,2 Online saving accounts (Alex) ,7 Professional Services (Binck) ,2 Total ,5 In the years following the acquisition, BinckBank aims to gather 10 billion of assets under administration. BinckBank aims to service 200,000 self-supporting retail investors in The Netherlands. In addition, BinckBank aims to grow to 20,000 advisory and asset management accounts and 45,000 saving accounts in the Dutch retail market. The targets for the professional services business unit of BinckBank and the international expansion will remain unchanged. However, the acquisition will be followed by a dedicated integration period. As this will strongly draw on managerial and operational resources, the introduction of the French activities as announced before, will be postponed to mid The Management Board is dedicated to achieve an efficient merger of Alex and BinckBank. For this purpose, an integration team will be established consisting of BinckBank s Management Board supported by members of senior management of Alex and BinckBank. This team will coordinate the integration of the two businesses, and aims to identify further value enhancing opportunities and develop integration plans. After the acquisition, BinckBank will maintain its simple and transparent management structure. The Management Board of the combined companies will consist of the current BinckBank Management Board. It is BinckBank s intention to strengthen the Management Board with a chief financial officer. The management team will consist of the directors of the business units Retail and Professional Services and the directors of Information Technology and Operations. Mr. R. Frijters and Mr. P. Verhaar, current directors of Alex, will not join BinckBank after the acquisition. After the acquisition senior managers of Alex and BinckBank will jointly form a management team. Page 3 of 13

4 The acquisition will not lead to forced redundancies. BinckBank expects to need all the staff currently employed by both organisations in order to manage the integration of Alex and to support future growth. The combination is expected to improve efficiency and support the growth over the next few years with only a limited increase in the number of FTEs. Impact of the acquisition on net profit Commercial Goodwill At the date of the acquisition, BinckBank will allocate the costs of the acquisition by recognising Alex identifiable assets, liabilities and contingent liabilities at their fair values at that date. Commercial Goodwill is measured as the residual cost of the business combination after recognising Alex identifiable assets, liabilities and contingent liabilities ( Commercial Goodwill ). After the initial recognition, BinckBank will measure the Commercial Goodwill acquired in the business combination at cost less any accumulated impairment losses. Based on the current available valuation information, the purchase method in accordance with IFRS 3 results in the recognition of the identifiable intangible assets of million not previously recognised in Alex financial information and Commercial Goodwill of an amount of million as per 30 June This pro forma financial information is based on the figures of Alex as per 30 June This Commercial Goodwill will not be amortised but will instead be tested for impairment annually or more frequently if events or changes in circumstances indicate that it might be impaired. The identified intangible assets will be amortised over an average period of 5 to 10 years and this amortisation will be included as a non-cash item in BinckBank s income statement (the IFRS Amortisation ). The Commercial Goodwill and identified intangible assets need to be deducted from BinckBank s core capital when determining the solvency ratio of BinckBank, which is based on its total actual own funds compared to the total extended risk weighted assets ( BIS ratio ). This deduction will decrease over time as the identified intangible assets are amortised. BinckBank s core capital for determination of the BIS ratio will increase annually with the sum of the retained earnings and the IFRS Amortisation. Fiscal Goodwill The acquisition will be a taxable transaction, i.e. an assets and liabilities transaction whereby Rabobank will sell all related assets and liabilities including the goodwill. As a result, BinckBank is allowed to amortise the goodwill acquired for Dutch corporate income tax purposes ( Fiscal Goodwill ). The Fiscal Goodwill includes the identifiable intangible assets not previously recognised by Alex and the Commercial Goodwill. This Fiscal Goodwill amounts to approximately 392 million based on the unaudited financial statements for the six-month period ended 30 June 2007 of Alex. The amortisation period of Fiscal Goodwill is expected to be 10 years, but has to be finally agreed upon with the Dutch tax authorities. The annual expected tax saving is approximately 10 million. The Fiscal Goodwill amortisation will decrease the corporate income tax payable. However, this tax saving will not be fully recognised in BinckBank s income statement under IFRS. The difference between the corporate income tax payable and the income tax expense will become apparent in the cash flow statement and will be recognised as a deferred tax liability during the amortisation period. If BinckBank would recognise an impairment of Commercial Goodwill, this will decrease the recognised deferred tax liability. Income statement Taking into account IFRS Amortisation, interest income as a result of the cash flow arising from the tax saving on the amortisation of Fiscal Goodwill, loss of interest income Page 4 of 13

5 on existing cash resources used as funds for the transaction and the tax consequences of these items, the pro forma combined net profit in 2006 amounts to 27.6 million and to 18.6 million for the six-month period ended 30 June This pro forma financial information is based on the financial statements of both BinckBank and Alex for the year ended 31 December 2006 and the six-month period ended 30 June Actual contribution to BinckBank s net profit as from the date of acquisition will be impacted in particular by cost synergies, restructuring costs, and the amortisation of the identifiable intangible assets, as determined in the purchase price accounting adjustments. Annex I to this press release includes unaudited pro forma financial data presented to illustrate the financial impact of the acquisition on the income statement and balance sheet as if it had occurred on 1 January 2006 or 30 June 2007 respectively. in millions 30 Pro forma financial impact on net profit (H107) Net profit Binck Net profit Alex IFRS Amortisation Interest adjustment - Additional tax benefit net profit Adjusted net profit As described above, BinckBank s future income statements will include the non-cash IFRS Amortisation. In addition, BinckBank will have additional annual tax savings, to the extent not recognised as IFRS Amortisation or impairment of Commercial Goodwill, for an envisaged period of 10 years. In order to provide investors a better insight in the development of BinckBank s profitability, BinckBank will report an adjusted net profit, which is corrected for these two items. BinckBank expects the acquisition to be accretive on an adjusted EPS basis as of Page 5 of 13

6 X 1,000 Financial year ended 31 December 2006 Six-months ended 30 June ) Pro forma combined net profit 27,588 18,559 2) IFRS Amortisation 29,379 14,690 3) Fiscal Goodwill amortisation 39,200 19,600 IFRS Amortisation (29,379) (14,690) Additional amortisation in tax accounts 9,821 4,910 4) Tax saving on additional amortisation in tax accounts 2,504 1,252 Pro forma combined adjusted net profit 59,471 34, See Annex 1 for further details 2. See Annex 1 for further details 3. Fiscal Goodwill amortisation in tax accounts taken into account an amortisable amount of 392 million and an expected amortisation period of 10 years 4. Tax saving of additional amortisation in tax accounts calculated as nominal tax rate of 25.5% times the difference between the expected amortisation of Fiscal Goodwill and IFRS Amortisation of 9,821 million and 4,910 million for 2006 and the six months period ended 30 June 2007 respectively. Capital adequacy policy In compliance with DCB capital requirements the largest part of the acquisition needs to be financed with equity capital. As the BIS ratio improves based on IFRS amortisation and expected profits, the BIS ratio of BinckBank is expected to increase sharply. Following the acquisition, BinckBank will take a disciplined approach to its capital adequacy, which is expected to lead to a BIS ratio between 12% and 20% under Basel II. Towards and above the high end of the range, BinckBank aims to return excess equity by way of share buybacks or additional dividends. Currently, the dividend policy is to return 50% of net profit annually. Following the acquisition the target payout ratio remains 50%, while the basis will be the adjusted net profit. Third quarter 2007 results BinckBank reported its strongest third quarter ever on 24 October Alex also showed a strong increase, both in terms of revenue and profitability in the third quarter BinckBank s third quarter 2007 results were published in a separate press release, dated 24 October Advisors Lazard is acting as financial advisor to BinckBank in relation to the acquisition of Alex. Fortis and ING are acting as joint global coordinators and joint bookrunners in relation to the proposed rights offering. NautaDutilh and Allen & Overy act as legal advisors to BinckBank and the joint global coordinators respectively. Page 6 of 13

7 Important information for press, analysts and shareholders Press conference During a press conference, Messrs. Thierry Schaap (CEO of BinckBank) and Rene Frijters (CEO of Alex) will explain the details of the acquisition. Today 31 October 2007, members of the press are duly invited at the BinckBank head office, Vijzelstraat 20, Amsterdam, The Netherlands at hrs. CET. Analysts and institutional investors Today 31 October 2007, BinckBank is hosting a conference call for analysts and institutional investors to explain the acquisition at hrs. CET. Analysts and institutional investors are duly invited to participate in the conference call by dialling +31 (0) and entry code The meeting will be relayed live via BinckBank s website ( This webcast will then continue to be available on the site on a permanent basis. Press officer BinckBank: Jonneke van Staveren Head of Public & Investor Relations Telephone: / BinckBank N.V. Vijzelstraat HK Amsterdam The Netherlands About BinckBank N.V. BinckBank is an online bank for investors that provides its clients fast, low-cost access to all the leading international financial markets, with accurate administrative processing of securities and cash transactions, along with extensive market information. BinckBank is a NYSE Euronext listed, independent online bank with offices in The Netherlands and Belgium and employs approximately 270 people. BinckBank s operations are carried out by two business units being Retail and Professional Services. BinckBank was established in 2000 and currently has more than 73,800 accounts. BinckBank provides one retail product with one transparent fee structure called BinckCompleet. Depending on the investor s activity, BinckCompleet will be extended with additional applications, free of charge. More information: About Alex Alex was launched in 1999 and currently has more than 129,000 accounts (including savings accounts). Alex is the largest provider of retail flow on both Euronext Amsterdam and Euronext.Liffe Amsterdam. Alex is an online brokerage firm providing its retail clients a broad range of products being, Alex Advanced for all private individuals looking for fast and high quality execution, Alex Pro for the active private investor, Alex Assist for online asset management advice and an Alex online savings account. In addition, Alex educates investors of every level, at the Alex Academy, which is certified by the University of Maastricht. More information: Page 7 of 13

8 Not for release, distribution or publication into or in the United States, Australia, Canada, or Japan This announcement is for information purposes only and is not intended to constitute, and should not be construed as, an offer to sell or a solicitation of any offer to buy the securities of BinckBank ( the Securities ) in the United States or in any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration, exemption from registration or qualification under the securities laws of such jurisdiction. The Securities have not been and will not be registered under the US Securities Act of 1933, as amended (the Securities Act ) and may not be offered or sold in the United States unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of BinckBank is being made in the United States. The Securities will not be the subject of an offer of securities to the public in the United Kingdom within the meaning of section 102B of the Financial Services and Markets Act 2000 (as amended) except to legal entities which are authorised or regulated to operate in the financial markets or, if not so authorised or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances which do not require the publication by BinckBank of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority. This document is only being distributed to and is only directed at: (i) persons who are outside the United Kingdom; or (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the Order); or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as Relevant Persons). The Securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such Securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. This announcement does not constitute a prospectus. Any offer to acquire Securities pursuant to the proposed rights offering will be made, and any investor should make his investment, solely on the basis of information contained in the prospectus, which will be made available in due course. Page 8 of 13

9 Annex I The following unaudited pro forma financial information is presented to illustrate the financial impact of the acquisition on the income statement as if it had occurred on 1 January 2006 and on the balance sheet as if it had occurred on 30 June The unaudited pro forma financial information has been presented for illustrative purposes only and does not purport to (i) represent what BinckBank's results from operations or financial condition would have actually been had the acquisition in fact occurred as of 1 January 2006 or 30 June 2007 respectively, or (ii) project the results of BinckBank's operations for any future period or BinckBank's financial condition for any future date. The pro forma financial information is based on BinckBank's audited consolidated financial statements for the year ended 31 December 2006 and the unaudited consolidated financial statements for the six-month period ended 30 June 2007 as well as the financial information with respect to the same time periods of Alex and certain adjustments and assumptions have been made regarding BinckBank's combined operations after giving effect to the acquisition. These adjustments and assumptions include the net asset value of Alex, the results of the preliminary PPA analysis, the anticipated financing structure and the costs related to the acquisition as further explained in this annex and the assumption that Alex employees transfer to the BinckBank defined contribution pension scheme. The information on the basis of which these adjustments and assumptions have been made is preliminary, and these types of adjustments and assumptions are difficult to make with complete accuracy. Moreover, the pro forma financial information does not reflect all costs that are expected to be incurred by BinckBank in connection with the acquisition. As a result, the actual financial condition of the combined operations and results from operations following the acquisition may not be consistent with, or evident from, this pro forma financial information. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the financial condition of the combined operations or results from operations following the acquisition. The unaudited pro forma financial information has been prepared in a manner consistent with the accounting policies as applied by BinckBank. IFRS 3 requires all business combinations to be accounted for by applying the purchase method. BinckBank shall, at the date of the acquisition, allocate the costs of the acquisition by recognising Alex identifiable assets, liabilities and contingent liabilities at their fair values at that date. As of this date BinckBank has not fully completed all of the detailed valuation studies necessary to arrive at the required estimates of the fair market value of the Alex' identifiable assets to be acquired and Alex' liabilities and contingent liabilities to be assumed and the related allocation of the costs of acquisition. IFRS allows for the use of provisional values, as long as any adjustments to those provisional values as a result of completing the initial accounting are recognised within twelve months of the acquisition. Had BinckBank been able to complete the valuations, the purchase price allocation may have resulted in a different outcome, affecting both goodwill and the net profit included in the unaudited pro forma financial information. Despite the relatively autonomous nature of Alex' operations with respect to Rabobank, it does receive a number of services through its relationship with Rabobank. In the future situation, a number of relationships will have to be formalised and/or replaced by other providers, which will also affect the income statement. Specifically, Rabobank has arranged memberships, clearing and framework contracts. The unaudited pro forma financial information does not take into account any adjustments for the related party transactions between Alex and Rabobank. The unaudited pro forma financial information does not take into account any synergy benefits and one-off costs of realising such synergies, nor any adjustments for liabilities that may result from integration activities. The pro forma combined accruals for corporate income tax do not reflect the amount that would have resulted had the combined operations filed consolidated income tax returns during the periods presented. Page 9 of 13

10 Unaudited pro forma balance sheet 30 June 2007 Combination in EUR 000's BinckBank Alex accounting adjustments acquisition adjustments PPA* & Financing Combination Assets Cash 11, ,108 Banks 277, ,667 - (18,530) 2) (20,000) 3) 996,737 Loans and receivables 332, , ,248 1) ,516 Interest bearing securities 37, ,698 Shares and other variable-income securities 106, ,314 1) ,962 Other investments Intangible assets 12, ,000 4) 404,397 Property, plant and equipment 3,436 3, ,452 Tax 5, ,550 3) 8,481 Deferred tax assets 2, ,960 Other assets 19,173 5, ,697 Prepayments and accrued income 7,796 11, ,186 Assets of discontinued activities 121, ,291 Total assets 938,238 1,311, ,562 2,891,514 Liabilities Bankers - 51, ,170 Funds entrusted 562,610 1,225, ,787,925 Liabilities in respect of securities 71, ,248 1) ,738 Deferred tax liabilities Other liabilities 114,318 9, ,314 1) (5,422) 2) - 282,077 Accruals and deferred income 6,408 9, ,642 Provisions (269) 2) Liabilities of discontinued activities 106, ,282 Shareholders' equity 76,619 15,839 - (15,839) 2) 377,550 3) 454,169 Total liabilities 938,238 1,311, ,562 2,891,514 * PPA: Purchase Price Accounting Page 10 of 13

11 Notes to the balance sheet 1) These pro forma accounting adjustments relate to the derivative positions of Alex held on behalf of its clients account and at the client s risk. In accordance with banking regulations, these positions have to be presented on balance. 2) Adjustment for the acquisition of the estimated net asset value of Alex in accordance with the business sale agreement. 3) The consideration for the acquisition will be financed as follows: Existing cash resources 20,000 Tax asset on expenses and commissions paid (2,550) Shareholders equity 377,550 a) 395,000 a) After deduction 7,450 of expenses and commissions relating to the financing of the acquisition (after tax). 4) Assuming the fulfilment of the acquisition, the pro forma goodwill and other identified intangible assets are determined as follows: Purchase price, including 5,000 acquisition costs 395,000 Estimated net asset value of Alex (3,000) Total intangible assets 392,000 Identified intangible assets 241,544 (customer relationships, core deposits and Alex brand name) Pro forma goodwill 150,456 Total intangible assets 392,000 Page 11 of 13

12 Unaudited pro forma income statement for the six-months ended 30 June 2007 Combination in EUR 000's BinckBank Alex accounting adjustments acquisition adjustments PPA* & Financing Combination Revenue Interest income 12,266 23, (150) 1) 35,720 Interest expense (4,633) (12,834) (17,467) Interest 7,633 10, (150) 18,253 Income from other investments Commission income 33,714 42, ,854 Commission expense (11,321) (11,232) (22,553) Commission 22,393 30, ,301 Results on financial transactions Other income 2, ,430 Total revenue 32,456 41, (150) 73,984 Expenses Staff costs 7,835 10, ,484 Other operating expenses 6,495 9, ,579 Depreciation and amortisation ,690 2) 16,274 Impairment of other investments Total expenses 15,167 20, ,690 50,337 Value adjustment to receivables - (63) (63) Operating profit before tax 17,289 21, (14,840) 23,711 Tax (4,172) (5,422) - - 3,784 3) (5,810) Profit on continuing operations 13,117 15, (11,055) 17,901 Profit on discontinued operations Net profit 13,775 15, (11,055) 18,559 * PPA: Purchase Price Accounting Notes to the income statement 1) The adjustment of interest income relates to: a. a decrease of interest income as a result of financing part of the cash consideration with existing cash resources, and; b. an increase of interest income as a result of the cash flow arising from the tax saving on the amortisation of Fiscal Goodwill. The adjustment is calculated at a rate of 4% and is as follows: Loss of interest income as a result of financing with existing cash resources Interest income on cash flow arising from the tax saving on the amortisation of Fiscal Goodwill (400) 250 (150) 2) The depreciation and amortisation pro forma adjustment relates to the amortisation charge with respect to the identified intangible assets of Alex. The adjustment is calculated as the six-month pro rata straight-line amortisation of the identified intangible assets over a period of 5 to 10 years. 3) Total pro forma adjustments before tax amount to 14.8 million. Taking into account a tax rate of 25.5%, this results in a pro forma tax adjustment of 3.8 million. Page 12 of 13

13 Unaudited pro forma income statement for 2006 Combination in EUR 000's BinckBank Alex accounting adjustments acquisition adjustments PPA* & Financing Combination Revenue Interest income 15,837 32, (600) 1) 47,401 Interest expense (5,052) (14,244) (19,296) Interest 10,785 17, (600) 28,105 Income from other investments Commission income 54,492 79, ,939 Commission expense (18,691) (22,469) (41,160) Commission 35,801 56, ,779 Results on financial transactions 8, ,208 Other income Total revenue 55,682 74, (600) 129,980 Expenses Staff costs 15,192 17, ,093 Other operating expenses 9,589 20, ,917 Depreciation and amortisation 1,902 1, ,379 2) 32,884 Impairment of other investments Total expenses 26,752 39, ,379 95,963 Value adjustment to receivables Operating profit before tax 28,930 35, (29,979) 34,013 Tax (5,120) (10,378) - - 8,874 3) (6,624) Profit on continuing operations 23,810 24, (21,105) 27,389 Profit on discontinued operations Net profit 24,009 24, (21,105) 27,588 * PPA: Purchase Price Accounting Notes to the income statement 1) The adjustment of interest income relates to: a. a decrease of interest income as a result of financing part of the cash consideration with existing cash resources, and; b. an increase of interest income as a result of the cash flow arising from the tax saving on the amortisation of Fiscal Goodwill. The adjustment is calculated at a rate of 4% and is as follows: Loss of interest income as a result of financing with existing cash resources Interest income on cash flow arising from the tax saving on amortisation of Fiscal Goodwill (800) 200 (600) 2) The depreciation and amortisation pro forma adjustment relates to the amortisation charge with respect to the identified intangible assets of Alex. The adjustment is calculated as the straight-line amortisation of the identified intangible assets over a period of 5 to 10 years. 3) Total pro forma adjustments before tax amount to 30.0 million. Taking into account a tax rate of 29.6%, this results in a pro forma tax adjustment of 8.9 million. Page 13 of 13

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