MANAGEMENT AUTHORIZATION POLICY HOLY LIST Updated 2012 Version

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1 MANAGEMENT AUTHORIZATION POLICY HOLY LIST Updated 2012 Version Introduction The Holy List is a result of transparency on main decisions to be taken within Vopak s business environment. We have chosen for a Corporate Governance structure which gives sufficient freedom to act with the Division, but where Executive Board approval will be requested on key areas. As a result, the following matters pertaining to the Divisions and Vopak head office require the approval of respectively notification to the Executive Board. The Executive Board may delegate the approval authority of part of the sections to a Division President or Global Functional Director. An overview of the approval thresholds set out below is attached as Annex A. It will be at the Division s discretion to impose its Operating Units the obligation to seek the approval of the Division President for additional matters and for projects below the thresholds stated herein. For Joint Ventures, the gross amount on a 100% basis applies. 1. Capital Expenditure Budget 1.1 During the 4 th quarter of the calendar year the Executive Board reviews and approves the capital expenditure budget (consisting of sustaining, expansion, improvement and IT capital expenditure projects) of each of the Divisions for both group companies and joint ventures ( Annual CAPEX Budget ) for the subsequent calendar year as part of the annual budget cycle. 1.2 Any addition of non-budgeted sustaining CAPEX projects can be approved by the Division President up to an annual amount of EUR 2 million on a cumulative basis. 1.3 Any addition of non-budgeted improvement CAPEX projects can be approved by the Division President of North America, Latin America, China up to an annual amount of EUR 2 million on a cumulative basis, provided the projects generates a financial return at least equal to the country unlevered Cost of Equity. 1

2 1.4 Any addition of non-budgeted improvement CAPEX projects can be approved by the Division President of Netherlands, EMEA, Asia up to an annual amount of EUR 4 million on a cumulative basis, provided the projects generates a financial return at least equal to the country unlevered Cost of Equity. 1.5 Any other overrun requires separate approval from the Executive Board. 2. Execution of individual Capital Expenditure projects 2.1. If and when individual CAPEX projects are in the Annual CAPEX Budget as referred to in section 1 and the consideration thereof exceeds an amount of EUR 5 million, these projects will require the approval of the Executive Board prior to the execution of the project. 2.2 Any approval for an individual CAPEX project is deemed to be provided for the amount in the local currency. Accordingly cost addition and deviation of individual CAPEX projects only occur if the approved amount of the local currency is exceeded. Any cost overrun on top of the contingencies as included in the budget for an individual CAPEX project, which was initially approved by the Executive Board or the Division President, will require instant notification and subsequent approval of the same body or the corresponding approval of the higher body. 2.3 In pursuing any project it is expected that Divisions see to it that the Investment Policy and the Vopak Project Management Procedure ( VPM ) are adhered to. In particular, it is advised to bring the draft Terminal Master Plans to the attention of the Executive Board at an early stage. 3. New activities The development of new activities other than regular tank storage activities or tank storage activities in new ports requires the approval of the Executive Board. 4. Disposal of fixed or financial assets 4.1 To the extent the disposal of fixed or financial assets is included in the Division Budget and the book value exceeds an amount of EUR 5 million said disposal will require the approval of the Executive Board. 4.2 The disposal of a fixed asset not included in the Division Budget which has a book value in excess of EUR 500,000 requires the approval from the Executive Board. 2

3 5. Joint Ventures The initiating of discussions on respectively the entering into of a joint venture agreement or similar (pooling)agreements including sizeable amendments or termination thereof require the approval of the Executive Board. A first draft of the joint venture agreement together with a summary term sheet will be sent to the Executive Board and the Global Director Legal Affairs & Corporate Secretary before the first round of material negotiations with the relevant joint venture partner. This to allow the Executive Board to give a clear mandate early in the process. 6. Long-term tank storage commitments 6.1 The renting in or out of tank storage capacity to the extent the commitment exceeds an annual revenue of EUR 10 million in any given year will require the approval of the Executive Board. 6.2 In addition, any other renting in or out of tank storage capacity that entails a commitment for a total revenue amount of EUR 30 million or more during the total life of the contract, requires the approval of the Executive Board. 7. Other sizeable commitments and intentions (including but not limited to EPC contracts and procurement contracts) Approval of the Executive Board should be requested for: 7.1 Any transaction/contractual commitment in the ordinary course by the Divisions which is not covered by the Division Budget (including the CAPEX Budget) nor by any of the previous sections to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 2 million. 7.2 Any other transaction/contractual commitment in the ordinary course by the Divisions, which is covered by the Division Budget (including the CAPEX Budget), to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 10 million. 7.3 Any transaction which is not in the ordinary course to the extent the resulting commitments thereof will exceed an aggregate amount of EUR 250, The signing of Letters of Intent or similar documents aiming for acquisitions or joint ventures or other major transactions. 3

4 7.5 The retention of services of consultants for considerations in excess of EUR 100, Any transaction which will result in a book loss in excess of EUR 250,000, other than a book loss on a disposal of any fixed or financial assets, covered by section 4.5, requires the approval of the Global Director Control & Business Analysis. 7.7 Pre-operating expenses in excess of EUR 500,000 require the approval of the Executive Board. 8. Human Resources Approval of the Executive Board should be requested for: 8.1 Appointment or employment, determination and major changes of employment terms and discontinuation of employment of Division Presidents, members of the management teams of the Divisions, expatriates, managing directors of the Operating Units, other direct reports to the President of the Division, other persons in HAY grade > 19 and identified potentials. 8.2 The adoption of Management Development plans, succession plans and training programs for the categories as referred to under section The remuneration packages including salary structure and level of grading, salaries, bonus and benefit packages or any change thereof to be applied to persons in Hay grade 19 and higher and/or terminations of the categories as referred to under section The determination of total FTE s as part of the annual budget cycle and any overrun thereof, major change of organisational structure and/or working conditions and/or any of the company s applicable collective labour agreements and/or labour union agreements. 8.5 The adoption of recruitment -, benefits - and termination policies and major changes thereto. 9. Policy Settings//Deviation 9.1 All policies and subsequent amendments thereof as submitted by the Policy Committee will require the approval of the Executive Board. 9.2 Any deviation from corporate policies including the Code of Conduct, E(nterprise) R(isk) M(anagement) policies and applicable S(aftey) H(ealth) E(nvironment) Standards will require the approval of the Executive Board. 4

5 10. SHE matters 10.1 Any serious incident, likely to have serious impact, internally or externally, on an operating company and/or serious negative publicity affecting corporate image, will be instantly notified to the Executive Board following the currently applicable procedures of Serious Incident Reporting The entering into of commitments regarding the remedying of environmental damages or exposures to the extent the consideration thereof exceeds an aggregate amount of EUR 500,000 will require the approval of the Executive Board. In case prompt action is required, such commitment will be notified to the Executive Board as soon as practicable. 11. Legal Proceedings The starting of legal proceedings respectively the submission of claims to a third party as well as settling such proceedings or claims to the extent amounts have or may have to be spent or written off in excess of an aggregate amount of EUR 500,000 requires the approval of the Global Director Legal Affairs & Corporate Secretary. The receipt of claims (potentially) in excess of an aggregate amount of EUR 500,000 from a third party should be notified to the Executive Board instantly. Excluded from this section will be legal steps which aim at protecting the company s legal position and which should be taken without undue delay as well as measures which aim at the collection of trade debts. 12. Loans Any lending or borrowing of moneys or any accelerated redemption of loans as well as any policy regarding hedging and forward transactions or any change thereof to the extent these will not be in line with the guidelines issued by Global Treasury require the approval of the Executive Board. 13. Guarantees The issuance of guarantees for commitments of third parties and for commitments of companies affiliated with Vopak - both to the extent these commitments exceed an aggregate amount of EUR 100,000 - require the approval of the Global Director Treasury. 5

6 14. Subsidiary/Branches The setting up of, or winding up of a subsidiary or a branch office require the approval of the Executive Board. 15. Public Statements Proposals for Public Statements (including those to be made in interviews and press releases) are to be notified in advance to both the Executive Board and the Global Director Communication & Investor Relations. 16. Acquisitions Binding and/or non-binding offers to acquire other companies or parts thereof (regardless whether it concerns a share or an asset transaction) will not be issued by the Divisions until approved in advance by the Executive Board. This to allow the Executive Board to give a clear mandate early in the process. Should you have any questions about the Holy List, please contact the Global Director Legal Affairs & Corporate Secretary or the Global Director Control & Business Analysis at Vopak Corporate. February

7 CAPEX Authorization matrix (for both Group Companies and Joint Ventures) ANNEX A to the Holy List 2012 Capex amount (Eur 'mln) within approved "Annual CAPEX Budget" Expansion & Improvement Changes within the budget permitted* Any overrun needs Executive Board approval Sustaining Changes within the budget permitted** New activities / Ports > 5 Executive Board 5 Division Division Executive Board * Approval can be given by the Divisional President of China, VNA and VOLA for non-budgeted Improvement projects up to an annual amount of 2 mln on a cumulative basis and for Asia, EMEA and Netherlands for non-budgeted Improvement projects up to an annual amount of 4 mln on a cumulative basis. The Sponsor of the Executive Board and the Global Director Operations have to be notified. ** Approval can be given by the Divisional President for non-budgeted projects up to an annual amount of 2 mln on a cumulative basis. The Sponsor of the Executive Board and the Global Director Operations have to be notified. Contracts Authorization matrix (for both Group Companies and Joint Ventures) Commercial contracts Other contracts (both Opex and Capex) Approval by Ordinary Course Non ordinary course Value contract over lifetime Eur 30 mln Budgeted commitment Eur 10 mln Commitment Eur 250K Executive Board or or Division Annual revenue amount Eur 10 mln in any year Non budgeted commitment Eur 2 mln Value contract over lifetime < Eur 30 mln Budgeted commitment < Eur 10 mln Commitment < Eur 250K and and Annual revenue amount < Eur 10 mln in any year Non budgeted commitment < Eur 2 mln Miscellaneous authorization levels (for both Group Companies and Joint Ventures) Disposals Executive Board Approval Budgeted disposal fixed or financial assets bookvalue > Eur 5 mln Global Director Control & Business Analysis Each disposal fixed or financial assets at a book loss > Eur 500k Global Director Legal Affairs & Corporate Secretary Global Director Treasury Other commitments and intentions Unbudgeted disposals > Eur 500k Pre-operating expenses > Eur 500k Retention of services of consultants > Eur 100k Any other transaction at a book loss > Eur 250k Joint Ventures Start Joint Venture discussions She matters First draft of the joint venture agreement Remedying of environmental damages or exposure aggregate amount > Eur 500k First draft of the Joint Venture agreement Legal Proceedings Notification in case of the receipt of claims > Eur 500k Guarantees Acquistions Any binding or non-binding offer for an acquisition The starting of legal proceedings / submission of claims > Eur 500k The issuance of guarantees > Eur 100k