Report of the Supervisory Board

This Annual Report presents the developments and results of NIBC N.V., previously called NIB Capital N.V. The Supervisory Board of NIBC Holding N.V., the 100% parent company of NIBC N.V., is the acting Supervisory Board for NIBC N.V. NIBC N.V. does not have a separate Supervisory Board.

The year 2005 was an extraordinary year for NIBC in many respects. Th e most significant event was the acquisition of NIBC by an international consortium of investors organised by J.C. Flowers & Co. LLC, which was finalised on December 14, 2005. This date marks also the successful completion of a strategic evaluation process initiated in 2004. Other developments with a major impact include the IFRS conversion and the liquidation of the loss-making joint venture NIBC Petercam Derivatives N.V. (NPD), as reported in press releases in 2005. Against the background of these exceptional developments and circumstances, NIBC was able to realise a net profit of € 185 million, in line with the excellent results of 2004. The Supervisory Board is pleased with this result, which reflects the resilience of the business model of NIBC and the commitment of its management and staff .

ANNUAL ACCOUNTS AND DIVIDEND PROPOSAL

We hereby present the Annual Report 2005 which, in addition to the Report of the Managing Board, also includes NIBC’s 2005 Annual Accounts. Th ese Annual Accounts were drawn up by the Managing Board and audited by PricewaterhouseCoopers Accountants N.V., who issued an unqualified opinion, dated March 2, 2006. The Supervisory Board proposes that Shareholders adopt the 2005 Annual Accounts at the Annual General Meeting of Shareholders. Subject to approval of the Annual Accounts and the profit appropriation, a cash dividend of € 102 million will be distributed. The Supervisory Board endorses the proposed dividend. We also recommend that the General Meeting of Shareholders discharges the Managing Board and Supervisory Board for their respective management and supervision during the year.

COMPOSITION OF THE SUPERVISORY BOARD

On December 14, 2005, the full Supervisory Board resigned, having been relieved of their duties by the previous shareholders ABP and PGGM, as a result of the change of ownership of NIBC. The current Supervisory Board expresses its gratitude towards the previous Supervisory Board, consisting of Mr. W.F.C. Stevens (Chairman), Mr. J.H.M. Lindenbergh (Vice-Chairman), Mr. W.M. van den Goorbergh, Mr. P.J. Groenenboom, Mr. M.J. Hulshoff and Mr. C.A. Vrins, for the professional fulfi llment of its supervisory duties, within a coherent and transparant corporate governance framework.

Subsequently, the new shareholders of NIBC appointed and installed a new Supervisory Board at NIBC Holding N.V. (the 100% parent company of NIBC N.V.) and at NIBC Bank N.V. (a 100% subsidiary of NIBC N.V.) consisting of ten members. Mr. J.H.M. Lindenbergh has been appointed to Chairman and Mr. J.C. Flowers toVice-Chairman. Mr. C.H. van Dalen and Mr. W.M. van den Goorbergh have been appointed upon the recommendation of the Employees’ Council. Currently, the Employees’ Council is preparing a recommendation for the remaining vacant position. Mr. P.J. Kalff, former chairman of the Managing Board of ABN AMRO N.V., has been appointed as advisor to NIBC for both the Managing Board and Supervisory Board.

COMPOSITION OF THE MANAGING BOARD

Mr. A.L.V. Dijkstra resigned as member of the Managing Board on November 5, 2005. Mr. C. van Dijkhuizen has been appointed on December 14, 2005 as member of the Managing Board.

CORPORATE GOVERNANCE

In the 2004 Annual Report, the Supervisory Board stated that NIBC supports the principles of the Dutch Corporate Governance Code (‘the Code’), although NIBC is a non-listed financial institution. This support is reflected in the Policy Paper towards the Code, as referred to in the Report of the Managing Board. This Policy Paper is available on the NIBC website. As a result of the acquisition of NIBC some changes have been made in the Policy Paper, as reflected in the Report of the Managing Board. The Supervisory Board emphasises the importance of constructive cooperation between the Supervisory Board, the Shareholders, the Managing Board and the Employees’ Council.

PLENARY MEETINGS OF THE SUPERVISORY BOARD

In its composition before December 14, 2005, the Supervisory Board met on eight occasions to discuss such matters as the 2005 interim and full-year results, strategic evaluation and the change of ownership of NIBC, risk and control related Topics:, the developments and ultimate liquidation of NPD, the composition of the Managing Board and corporate governance issues. The Annual Accounts, the auditor’s Board Report report to the Board and the management letter were discussed in the presence of the external auditor. The majority of the discussions and decisions of the Supervisory Board were prepared in committees referred to below. Th e Supervisory Board held constructive discussions with the Managing Board and the two previous shareholders ABP and PGGM about the execution of the business model, the development of the financial results, and the strategic evaluation process. Members of the Supervisory Board and the Managing Board also consulted in committees of the Supervisory Board. Members of the Supervisory Board attended two consultation meetings between the Managing Board and the Employees’ Council. Th e current Supervisory Board held one inaugural meeting on December 14, 2005, in which the new Articles of Association were discussed, and the composition of the committees of the Supervisory Board and the appointment of the Corporate Secretary were approved.

MEETINGS OF THE COMMITTEES OF THE SUPERVISORY BOARD

The Supervisory Board is currently supported by three committees: the Risk Policy Committee, the Audit & Compliance Committee (before December 14, 2005: the Audit Committee) and the Remuneration & Nomination Committee (before December 14, 2005: the Compensation & Management Development Committee). The previously separate Corporate Governance & Nominating Committee has been integrated in the other committees.

Risk Policy Committee

Current members: Mr. W.M. van den Goorbergh (Chairman), Mr. J.C. Flowers (as of December 14, 2005), Mr. J.H.M Lindenbergh and Mr D. Rümker (as of December 14, 2005). Mr. P.J. Groenenboom resigned as member on December 14, 2005. Meetings: the Risk Policy Committee met four times in 2005 (all before December 14, 2005). Main Topics:: general lending and investment policy and individual transactions above a certain hurdle approved by the Transaction- and/or Investment Committee; syndication reports; risk reporting with regard to impairments and portfolio overviews; market risk reports; country risk reports; the charter of the Committee and, extensively, the development of NPD. Specific items discussed were a progress report with regard to Basel II, and existing Public Private Finance structures within the bank and its opportunities for the Dutch market.

Audit & Compliance Committee

Current members: Mr. W.M. van den Goorbergh (Chairman), Mr. C.H. van Dalen (as of December 14, 2005), Mr. J.H.M. Lindenbergh and Mr. R. Sinha (as of December 14, 2005). Mr. W. F. C. Stevens and Mr. C. A. Vrins resigned from the Audit Committee on December 14, 2005. Meetings: the Committee met five times in 2005 as Audit Committee (up to December 14, 2005) and once as Audit & Compliance Committee. Main Topics:: quarterly, semi-annual and annual financial reports, related press releases, and quarterly prices of Stock Appreciation Rights and Options; report of PricewaterhouseCoopers Accountants N.V. to the Managing and Supervisory Board including follow-up actions; 2006 budget; developments regarding NPD, engagement letter and fee letter of the external auditor PricewaterhouseCoopers Accountants N.V.; International Financial Reporting Standards (IFRS), including First Time Adoption;

audit plan of PricewaterhouseCoopers Accountants N.V. and of the BU Internal Audit; In Control Report; evaluation of the external and internal auditor, of the compliance function and of the Audit Committee; and the charter of the Audit Committee. The external auditor, PricewaterhouseCoopers Accountants N.V., was also represented at all meetings of the Committee in 2005, including part of one meeting without the members of the Managing Board present.

Strategic Committee

Members: Mr. W. M. van den Goorbergh (Chairman), Mr. J. H. M. Lindenbergh and Mr. W. F. C. Stevens. On August 5, 2004 the Supervisory Board decided to activate this committee temporarily in view of the advice of the Managing Board to commence a strategic evaluation. The Supervisory Board decided to make this committee dormant at the signing of the Share Purchase Agreement for the change of ownership of NIBC on August 9, 2005. Meetings: the Committee met eight times in 2005 to evaluate and assess the strategic options for NIBC, resulting in the change of ownership of NIBC. In this process, the Strategic Committee and the Managing Board were supported by external advisors.

Remuneration & Nominating Committee

Current members: Mr. J.C. Flowers (Chairman), Mr. J.R. Inciarte, Mr. J.H.M. Lindenbergh (all as of December 14, 2005). Mr. C. A.Vrins, Mr. M. J. Hulshoff and Mr. W. F. C. Stevens resigned from the previous Compensation & Management Development Committee (CMDC) on December 14, 2005. Meetings: during 2005 and prior to December 14, 2005 the CMDC met three times including once in combination with the previously existing Corporate Governance & Nominating Committee. Topics:: during these meetings the CMDC discussed a review of and recommended changes to the remuneration policy of NIBC in light of the Dutch Corporate Governance Code. In addition, discussions were held and recommendations made about the total available pool for variable compensation and about the allocated total compensation and variable compensation for the individual Managing Board members. This included defining the collective and individual performance targets which form the basis for the variable pay elements for this group. Th e Committee also discussed the future of the SAR plan in the light of a possible “Liquidity Event” and made recommendations for alternative plans for 2005. Detailed discussions took place in connection with the Liquidity Event Plan (LEP) which was initiated by the previous shareholders of NIBC – ABP and PGGM – and recommendations were made to the previous shareholders concerning the distribution of the overall LEP pool and the individual allocations to the Managing Board. Lastly, the CMDC discussed the specific terms of the severance agreement of Mr. A.L.V. Dijkstra, member of the Managing Board.

REMUNERATION REPORT 2005

Introduction

This report outlines the remuneration arrangements for the Managing Board and the Supervisory Board of NIBC. It comprises three parts. Th e first part outlines the remuneration policy and practices for 2005 and provides details of the remuneration payable to the Managing Board with respect to the performance of 2005 (including performance-related remuneration which is paid in 2006). The second part of the report describes the remuneration policy for 2006 and consecutive years, which will be submitted for adoption to the Annual General Meeting of Shareholders. Th e third part provides details of the remuneration arrangements for the Supervisory Board.

Remuneration & Nominating Committee

This report was prepared by the Remuneration & Nominating Committee (“Committee” or “RNC”) on behalf of the Supervisory Board. The RNC operates on the basis of a charter, which is publicly available on the Bank’s website and regularly reviews the remuneration policy and practices of NIBC. If and when appropriate the Committee proposes changes to these to the Supervisory Board.

I. REMUNERATION POLICY AND PRACTICES 2005

The objective of the remuneration policy of NIBC is to attract, retain and motivate highly qualifi ed staff, consistent with NIBC’s ambition to be a leading Merchant Bank in Northwest Europe. The total remuneration levels of the Managing Board are based on a market comparison with the Labour Market Peer Group, details of which can be found below. Remuneration principally consists of base salary and variable compensation, which is performance-related and consists of both a short term bonus as well as a long term deferred compensation element. Approximately 60% of the total compensation of the Managing Board in 2005 (excluding pension) is made up of variable compensation. The emphasis on the variable part of the remuneration package refl ects the ambition and drive to create a sustainable high performance culture at NIBC and is, broadly, in line with the compensation policies in our Labour Market Peer Group. The remuneration policy reflects the business strategy which is focused on the transformation of NIBC into a leading Merchant Bank and the creation of long term shareholder value.

In summary, the remuneration policy for the Managing Board of NIBC for 2005 is based on five principles:

Base Salary

Base salary levels of the Managing Board were not adjusted in 2005. Consistent with the Remuneration Policy for the Managing Board, Mr. C. van Dijkhuizen, who was appointed to the Managing Board per December 14, 2005 was offered the same base salary as that of Messrs. Stegmann and Van Nieuwenhuizen.

Variable Compensation

Each year, the variable compensation pool is determined on the basis of a combination of NIBC’s total compensation ratio (total personnel-related expenses as a percentage of total revenue) and NIBC’s pay-out ratio (total variable compensation as a percentage of the operating result before tax and pay-out of variable compensation) Variable compensation consists of a short term bonus and long term deferred compensation. In 2006 (for performance over the year 2005), long term deferred compensation is delivered in the form of Restricted Shares with 5-year vesting.

Bonus

Messrs. Enthoven, Stegmann and Van Nieuwenhuizen have been statutory members of the Managing Board for the entire year 2005, whilst Mr Van Dijkhuizen was appointed on December 14, 2005 only. The short term bonus for all Managing Board members is awarded on the basis of a consistent balanced scorecard methodology, whereby corporate financial (50%) corporate non-financial (25%) and individual (25%) performance criteria are weighted. For 2005 the agreed corporate fi nancial criteria are: operating profi t after tax, efficiency ratio, comprehensive return on net asset value and non-interest income ratio. Corporate non-financial targets included diversification and improvement of the quality of income, increasing investment management activities and continuing investments in human capital and information technology. Specific details of the financial criteria are not disclosed as these are considered to be commercially sensitive. Targets are revised annually to ensure that they remain stretching but realistic. In line with the agreed remuneration policy all Managing Board members can earn a bonus of up to 75% of base salary for on-target performance. This may rise to 100% of base salary in the case of extraordinary performance and subject to the discretion of the Supervisory Board. In determining the bonuses for 2005 specific consideration was given to the performance delivered against the corporate financial, corporate non-fi nancial and individual criteria. Additionally, the RNC included in its consideration the leadership the Managing Board demonstrated in the complex process leading up to the change of ownership of the Bank including the credit rating downgrade, the challenges in connection with the adoption of IFRS, but also the signifi cant negative fi nancial results related to the liquidation of NPD. Taking all of these aspects into consideration the RNC decided to set the bonus for Mr. Enthoven at approximately 70% of his base salary and for Messrs. Stegmann and Van Nieuwenhuizen at approximately 80% of their base salary, broadly in line with on-target performance. Given the short tenure of Mr. Van Dijkhuizen in 2005 no bonus was awarded to him.

Deferred Compensation

For the Managing Board, the annual expected economic value of the long term deferred compensation is up to 100% of base salary. Previously granted in the form of Stock Appreciation Rights but for 2005 (for the year 2004) in light of the uncertainties surrounding the future of the Bank replaced by Deferred Cash. Th e change of ownership of the Bank has provided an opportunity to use Depositary Receipts with Restriction (Restricted Shares) as the most appropriate form of long term deferred compensation. This choice was made in the belief that strengthening the alignment of individual compensation with shareholder interest will benefit the creation of value for the Bank.

Total Direct Compensation

Compared to 2004 total direct compensation (base salary, annual bonus plus fair value of the restricted shares) for Mr. Enthoven has decreased by 8% and for Messrs Stegmann and Van Nieuwenhuizen by 10%. As Mr. Van Dijkhuizen has no prior history with the Bank a comparison cannot be made. We refer to the tables in Note 8 of the Annual Accounts for details.

Pension

Mr. Enthoven has chosen not to participate in the NIBC pension plan for the Managing Board. A final pay pension arrangement is in place for Mr. Stegmann (annual accrual of 2%) up to a salary limit of € 350,000. Furthermore, a defi ned contribution arrangement applies with respect to salary over and above these amounts. However, a cap of € 400,000 salary exists over and above which no further contributions are made. Mr. Van Nieuwenhuizen and Mr. Van Dijkhuizen are entitled to a defi ned benefit pension arrangement up to € 78,511 (annually adjusted for general wage increases in line with the Collective Labour Agreement for Banks in the Netherlands) under the NIBC employee pension plan, and an additional defi ned contribution arrangement with a maximum salary limit of € 400.000. All premiums are paid by NIBC. The pensionable age for all Managing Board members is 62 years.

Loans

As a policy, the Bank does not provide loans to its executives. As per December 31, 2005 there are no loans outstanding.

Contracts of Employment

The contracts for the current members of the Managing Board are entered into for an indefinite period and provide for a notice period of two months upon termination by the Bank, and a notice period of one month upon termination by the individual. With respect to Mr. Van Nieuwenhuizen, a notice period of four months upon termination by the Bank is applicable, and two months upon termination by the individual. On departure at the request of the Bank, severance pay is agreed for Messrs. Enthoven and Stegmann amounting to 1.5 months’ gross salary (including the average bonus of the last three years) for each full year of service until the age of 50, and 2 months gross salary per full year of service after that; with a minimum severance arrangement amounting to 12 months gross salary (including the average bonus of the last three years). Mr. Van Nieuwenhuizen has no severance arrangements in place. Th ese arrangements are based on contractual agreements made prior to the introduction of the Dutch Corporate Govermance Code. As a matter of policy these arrangements have not been modifi ed. However, consistent with our policy to align the contracts of newly appointed members of the Managing Board with the principles of the current Dutch Corporate Governance Code, Mr. Van Dijkhuizen has been appointed Member of the Managing Board for a period of 4 years only and is contractually entitled to severance pay of 12 months base salary.

Expense Allowance

All Managing Board members are entitled to an expense allowance which covers specifi cally identified minor expenses that can no longer be directly claimed from NIBC.

Other Emoluments

Like all employees, Managing Board members are entitled to a subsidy towards the cost of medical insurance and mortgage interest paid.

Liquidity Event Plan

In 2004 the then shareholders of NIB Capital N.V. – ABP and PGGM - initiated a new long-term incentive plan – the Liquidity Event Plan (LEP). This LEP was separate from and unrelated to the normal total compensation arrangements for NIBC employees. The plan was available to all employees of NIBC, including members of the Managing Board and subject to a defined liquidity event occurring. The sale of shares to a consortium organised by J.C. Flowers & Co. LLC qualified as such a Liquidity Event and consequently all members of the Managing Board have been granted a Cash LEP equal to 50% of their 2004 Total Variable Compensation which has become payable shortly after closing of the change of ownership on the December 14, 2005.

NIBC Choice

The new shareholders have opened up an opportunity for Managing Board members – and all other employees of the Bank – to invest in NIBC. For that reason a new plan was designed -NIBC Choice - in close co-operation with the new shareholders. This plan allowed Managing Board members and all other employees to convert the after tax proceeds of their accumulated rights under the Bank’s various deferred compensation arrangements into Depositary Receipts (Common Shares) and Depositary Receipts with Restriction (Restricted Shares). All accumulated vested and unvested rights under the Stock Appreciation Rights Plan, the Deferred Cash Plan and the Liquidity Event Plan qualified for this conversion. Vested amounts could be converted into Common Shares and unvested amounts into Restricted Shares, with a vesting in two years time. In addition, Managing Board members and employees could elect to invest additional personal funds into Common Shares as well. The opportunity to invest was offered in the firm belief that management and employee ownership which aligns personal financial interests with those of the other shareholders is instrumental in creating long term value for the Bank. As an additional incentive for all those who chose to participate in NIBC Choice, the shareholders offered Matching Options for Common or Restricted Shares acquired. Messrs. Enthoven, Stegmann and Van Nieuwenhuizen have decided to convert all the after tax proceeds from their entitlements under various deferred compensation arrangements into Common and Restricted Shares. As Mr. Van Dijkhuizen had no accumulated rights he was not in a position to convert. He did, however, decide to invest personal funds by buying Common Shares, as did all of the other members of the Managing Board. Additionally, the new shareholders have exercised their discretion to grant additional Management Options to the members of the Managing Board and selected executives. 50% of the granted Matching and Management Options vest in 3 years and 50% in 4 years time. Accelerated vesting is possible in the event of an initial public offering or other liquidity event. We refer to the tables in Note 44 of the Annual Accounts for details.

Former members of the Managing Board

On November 5, 2005 Mr. A.L.V. Dijkstra stepped down as member of the Managing Board of NIBC and, in light of his departure, received a severance payment amounting to € 658,333 gross in line with his contractual arrangements.

In addition, Mr. Dijkstra has been granted Total Variable Compensation for 2005 equal to € 350,000 gross. In light of his departure this amount was fully paid in cash which was a reduction of 50% compared to 2004. Like the other Managing Board members Mr. Dijkstra was also entitled to receive a Cash LEP payment which, for him, equated to € 350,000 gross. Finally, he remains entitled, like all other employees in similar situations and in line with the appropriate plan rules, to exercise his accumulated rights under the Bank’s various long term deferred compensation arrangements.

II. REMUNERATION POLICY 2006

Following the transfer of ownership of the Bank and in light of developing insights into the appropriateness of Managing Board compensation arrangements, careful consideration has been given to the remuneration policy going forward. Th e overall conclusion is that the existing policy needed minor refi nements.

In summary, the remuneration policy for the Managing Board of NIBC for 2006 is based on the following six principles:

Labour market peer group

In order to be able to recruit the right calibre of executives for the Managing Board, and to secure long-term retention of current Managing Board members, NIBC has taken external reference data into account in determining compensation levels. For this purpose a labour market peer group was defined consisting of relevant (divisions of) financial institutions active in the Dutch, German and British market, with which NIBC competes for talent and business. The companies were selected based on strategic considerations (e.g.: comparable clients, geographical focus, service and strategy) and tactical considerations (e.g. comparable activities such as Corporate Finance, Financial Markets, and Asset/ Investment Management for third parties). The labour market peer group consists of the following fi nancial institutions:

ABN AMRO Wholesale Clients SBUFortis Merchant Bank
Barclays CapitalING Bank Wholesale
Bear Stearns, LondonKempen & Co
BNP Paribas, Corporate and InvestmentDresdner Kleinwort Wasserstein
BankingRabo Securities
Deutsche Bank, Corporate & InvestmentRoyal Bank of Scotland, Corporate
BankingBanking and Financial Markets

Base salary

In 2006, no adjustments will be made to the base salary levels of the Managing Board. Base salaries have remained unchanged since 2002.

Bonus

With respect to the bonus for 2006 and consecutive years, the corporate fi nancial and non-financial performance measures applying to all Managing Board members are fully aligned and consistent. For Messrs. Enthoven, Stegmann and Van Nieuwenhuizen 50% of the bonus will be determined on the basis of performance against the corporate financial criteria, 25% on the basis of performance against corporate non-financial criteria and the remaining 25% on the basis of individual performance. Given his role as the Bank’s CFO, Mr. Van Dijkhuizen’s bonus will not be dependent on the overall financial performance of the Bank. Instead it will be largely determined on the basis of corporate non-financial criteria and individual qualitative criteria such as the quality and process (improvements) of the Bank’s external and internal financial reporting and internal controls, and the management and mitigation of operational risk. Consequently, Mr. Van Dijkhuizen’s bonus will be determined for 50% on the basis of performance against corporate non-fi nancial criteria and for 50% on the basis of individual qualitative criteria.

Deferred Compensation

From 2006 onwards Deferred Compensation will be granted in the form of Restricted Shares in NIBC. These shares will have a 5-year vesting with 1/5 vesting each year. Upon vesting, the restrictions will be lifted and they will automatically convert into Common Shares. However, prior to an IPO or other liquidity event, there is no liquidity available for any holder of Common Shares except when allowed under the rules of the Plan.

Contracts of Employment

The Bank does not consider it to be appropriate to adjust existing contractual agreements that were put in place prior to the publication of the Dutch Corporate Governance Code. From 2005 NIBC has complied with the provisions of the Code when new appointments to the Managing Board occurred as was the case when Mr. Van Dijkhuizen was appointed.

III. REMUNERATION SUPERVISORY BOARD

In light of the changing composition of the Supervisory Board with more non-Dutch members and the modified committee structure, the annual remuneration for the Supervisory Board has been changed as of January 1, 2006. The remuneration for the Chairman of the Supervisory Board has been increased from € 51,000 to € 55,000, for the Vice-Chairman from € 42,500 to € 45,000 and for the members from € 34,000 to € 35,000 with minor expenses covered by a fixed expense allowance of € 5,000. Up until December 14, 2005 membership of the Risk Policy Committee and Strategic Committee (operational until August 9, 2005) resulted in an annual fee of € 11,500, whereas membership of the Corporate Governance & Nominating Committee resulted in an annual fee of € 5,000.

The annual fee for members of the Compensation & Management Development Committee and the Audit Committee amounted to € 10,000 annually. In recognition of their contribution to the successful transformation and sale of NIBC, the previous shareholders of NIBC – ABP and PGGM – have offered all members of the previous Supervisory Board an additional one-off fee equal to 8 /12 of their annual fixed fee plus their committee fees. From the December 14, 2005 onwards the Supervisory Board has three committees, with a different fee structure for its members. The Audit & Compliance Committee fee amounts to € 15,000, the fee for the Risk Policy Committee to € 11,500 and for the Remuneration & Nominating Committee to € 10,000. The members of the new Supervisory Board have received no payments for the period December 14 till December 31, 2005.

In accordance with the Dutch Corporate Governance Code, the Bank does not award performance related pay to the members of the Supervisory Board. As a policy, NIBC does not provide stock options, shares or loans to members of the Supervisory Board. There are no loans outstanding

The Supervisory Board would like to thank the Managing Board, the staff , and the Employees’ Council of NIBC for their strong commitment to NIBC and their contribution to the excellent performance of NIBC in 2005.

The Hague, March 2, 2006

Supervisory Board

J. H. M. Lindenbergh, Chairman
J. C. Flowers, Vice-Chairman
C.H. van Dalen
W.M. van den Goorbergh
N.W. Hoek
J. Rodriguez Inciarte
A. de Jong
D.B. Marron
D. Rümker
R.S. Sinha

MEMBERS OF THE SUPERVISORY BOARD

J.H.M. Lindenbergh

Former board member of ING Groep N.V.
Background: banking and fi nance
Member of the Supervisory Boards of DHV Holding N.V., Gamma Holding N.V.,
Koninklijke Numico N.V., Petroplus International N.V., Reggeborgh Groep, Zeeman
Groep B.V., Chairman of the Supervisory Board of Spyker Cars N.V., and Member
Board of Trustees University of Amsterdam.

J.C. Flowers

Chairman of J.C. Flowers & Co. LLC and former partner at Goldman, Sachs & Co. Background: banking and fi nance Member of the Board of Directors of Shinsei Bank, Japan, and Enstar Group, Inc., USA

C.H. van Dalen

Member of the Managing Board of DSM N.V.
Background: chemical industry
Member of the Supervisory Board of the Macintosh Retail Group N.V.

W.M. van den Goorbergh

Former Vice-Chairman and CFO of the Executive Board of Rabobank Nederland.
Background: banking and fi nance
Member of the Supervisory Boards of N.V. Bank Nederlandse Gemeenten, Athlon
Holding N.V. and Chairman of the Supervisory Board of De Welten Groep.

N.W. Hoek

Chairman of the Executive Board of Delta Lloyd Groep
Background: banking, finance and petrochemical industry
Member of the Supervisory Boards of Delta Lloyd Bank, Delta Lloyd Deutschland,
Stadsherstel Amsterdam N.V.

J. Rodriguez Inciarte

General Manager of Santander Group and CEO of Santander Consumer Background: banking and fi nance Member of the Supervisory Boards of Abbey, UK and CEPSA, Spain.

A. de Jong

Former Managing Director at CSFB Ltd. responsible for Investment Banking. Background: banking and fi nance

D.B. Marron

Chairman and CEO of Lightyear Capital and former Chairman and CEO of Paine
Webber Group, Inc.
Background: banking and fi nance
Member of the Board of Directors of Fannie Mae, USA.

D. Rümker

Former Executive Vice President of WestLB AG, Germany.
Background: banking and fi nance
Member of the Supervisory Board of WestLB AG, Germany.

R.S. Sinha

Partner at J.C. Flowers & Co. LLC, London Background: banking and fi nance