Stock Options, the return

Presentation by Jaap Veerman, Thursday April 20 th Loyens & Loeff 2006 4e étage Rue de Neerveld 101-103 Woluwe Atrium - 1200 Bruxelles

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FORTIS GROUP

• Fortis is an international services provider active in the fields of banking and insurance. With a market capitalisation of EUR 31 billion and around 56,000 employees, Fortis ranks among the twenty largest financial institutions in Europe.

• In its home market, the Benelux countries, Fortis occupies a leading position and offers a broad range of financial services to individuals, corporations and the public sector.

• Fortis is present in 44 countries and has offices in many European countries as well as throughout Asia, Africa, South America and the United States.

• Fortis is listed on the exchange of Amsterdam, Brussels and Luxembourg and has a sponsored ADR programme in the Unites States.

April 20, 2006

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CURRENT PERFORMANCE

• Current performance: • Fortis was rated number six in the top-50 best-performing European enterprises in the June 2005 issue of Business Week.

• Fortis ranks 38th in this year’s edition of 'The World's 2000 Leading Public Companies', published by the American business magazine Forbes.

April 20, 2006

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MEESPIERSON INTERTRUST FACTS & FIGURES

• The world’s leading provider of trust and corporate services • World-wide highly qualified staff of more than 1,100 people active in 22 offices servicing over 23,500 clients Offices in: Bahamas Belgium British West Indies China Curaçao Denmark Guernsey England Hong Kong Ireland Isle of Man Spain Switzerland Turkey The Netherlands Luxembourg United Arabic Emirates Russia United States Singapore April 20, 2006

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MEESPIERSON INTERTRUST and Employee Stock Options

MeesPierson Intertrust is active as manager and administrator of Employee Stock Option Plans (Esop; shares and/or options) since 1999.

Our clients are both listed companies and non-listed companies, with between 50-50,000 beneficiaries and no restriction to the location of the beneficiaries.

April 20, 2006

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MEESPIERSON INTERTRUST Why outsourcing management and/or administration of your Esop?

• Cost efficiency: not necessary to have your own dedicated team available, paying per exercise; • Knowledge: we always have an experienced/dedicated Team available; • Availability of tailor made Software and or specialized Registers.

Why outsourcing to MPI (as part of a Bank)?

• Direct link with the brokers and custody (Fortis); • Enables Client to negotiate better Banking rates; • One contract party for the client.

April 20, 2006

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MEESPIERSON INTERTRUST

MeesPierson Intertrust Services

• Outsourcing management and/or administration of your Esop; • Outsourcing Grants (mailings, acceptance, registration, reporting); • Outsourcing account management of SPV’s set-up for the Esop; • Helpdesk; • Outsourcing compulsory reporting to authorities (like AFM in The Netherlands).

April 20, 2006

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MEESPIERSON INTERTRUST

MeesPierson Intertrust is able to service international clients through: • State of the Art web based Software • Using our own tailor made Registers • • For the web based Software MeesPierson Intertrust contracted the following third parties: MonIdee Finance delivers software application t-Option T-Systems for IT-infrastructure (server) April 20, 2006

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MEESPIERSON INTERTRUST

Fee Structure:

• a One-Off Set-up fee; • an Annual Maintenance fee; • a fee per Exercise/exit.

April 20, 2006

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MEESPIERSON INTERTRUST

• a One-Off Set-up fee: - Uploading data and beneficiaries in software or registers; - Jointly with client establishing and allocating access and modification rights; - Implementing compliance/insider trading procedures; - Making agreements with specific stakeholders within the client (HR/Payroll/Compliance); - Preparing instruction manuals for beneficiaries and the Client.

April 20, 2006

MEESPIERSON INTERTRUST

11 • Annual Maintenance Fee: - Licensing fees; - Administration fee; - Helpdesk; - Reporting to Client; - Meetings with Clients; - Communication to beneficiary.

April 20, 2006

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MEESPIERSON INTERTRUST

• Fee per Exercise/Exit: - Receiving instruction from the beneficiary; - Checking with data-base; - Instructing broker, paying agent; - Receiving proceeds; - Paying Client and beneficiary; - Reporting to Client.

April 20, 2006

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MEESPIERSON INTERTRUST

Almost 100% of our new clients that have chosen for MPI during the last two years made the choice for the web based solution.

Why?

- Reporting possibilities; - Audit trails; - Communication; - Greater appreciation from beneficiaries for the grant; - Increase availability of/access to Internet; - Controlling possibilities for Client; - Compliance reasons.

April 20, 2006

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MEESPIERSON INTERTRUST

• • • • • • • Shortlist of current clients of MeesPierson Intertrust: Ahold Mittal Steel (through web based software) VNU Randstad (through web based software) ASM International (through web based software) Vedior TomTom (through web based software) April 20, 2006

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MEESPIERSON INTERTRUST

Contact Information

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MeesPierson Intertrust Rokin 55 P.O. Box 990 1000 AZ Amsterdam The Netherlands www.meespiersonintertrust.com

Jaap C.M. Veerman Commercial Director Tel. +31 (0)20 521 47 95 Fax +31 (0)20 521 48 36 Mobile +31 (0)6 51 32 71 51 [email protected] André Konijn Special Accounting Tel. +31 (0)20 521 47 05 Fax +31 (0)20 521 48 36 Mobile +31 (0)6 22 92 47 82 [email protected] April 20, 2006