Report of the Supervisory Board

Activities in 2008

The task of the Supervisory Board is to oversee the policies of the Executive Board and the general day-to-day affairs at Batenburg Beheer N.V. and its business operations. Members of this Board are of the opinion that the results and operations in 2008 confirm that the strategy and policies of the Executive Board are contributing to the creation of shareholder value in the long term, and that the interests of various stakeholders of the company are being taken care of in a well-balanced manner.

The Supervisory Board held nine formal meetings with the Executive Board in 2008. All the meetings but one were attended by all the Supervisory Directors. Items on the agenda of the meetings with the Executive Board included the objectives and strategy, the risks attached to the Batenburg Group's activities, the financial results and reporting process, the design and operation of the company's risk management and internal control systems, corporate governance policy, the interests of various stakeholders, management development and HRM policies and the operations of the Technical Installation and Technical Trading groups. To this end, visits were paid to the operating companies to supplement the formal meetings with the Executive Board.

In 2008, much attention was devoted to the adjustments in the organisation of the technical installation company IJsselmuiden, acquisition policy including the Bevar acquisition of TIP's activities and the sale of the Hoogendoorn Group entity Hoogendoorn Projects, as well as the relationship with shareholders. An extra informal shareholder meeting was held in December 2008 at which Supervisory Directors and Executive Board members gave an explanation of the strategy and the state of affairs.

The Supervisory Board attaches great importance to good contacts with the employee representative bodies of the companies, and Supervisory Directors accordingly attend consultative meetings at the various companies based on a schedule set from year to year. Two Supervisory Directors also attended the meeting of the CPI (Central Personnel Information) with the Executive Board in 2008. In August 2008, the Supervisory Board appointed Mr L.H. Beijersbergen van Henegouwen (IJsselmuiden) to the Group Council of Batenburg Beheer N.V.

Performance

In a closed meeting not attended by the Executive Board, the Supervisory Board evaluated its performance and membership. The performance of the Executive Board and its individual members were also reviewed.

The chairman of the Supervisory Board is in regular contact with the Executive Board about current affairs. During three formal meetings held with the Executive Board and the auditor in 2008, discussions centred on the audit findings, the design and operation of the internal control systems, the interim figures and the 2008 financial statements. During these discussions, the Supervisory Board also spoke to the auditor about his findings without the Executive Board attending. The auditor's independence in relation to Batenburg Beheer N.V. is verified each year.

Membership of the Supervisory Board

Mr M.C.J. van Pernis (ing.) was appointed to the Supervisory Board in April 2008. By means of this appointment, the Supervisory Board's membership meets the profiles as described in the outline profile. The requirements governing the functioning of the Supervisory Board are laid down in a set of rules. All Supervisory Directors are independent of the company. None of the Supervisory Directors was part of the management of the company in 2008 or in the preceding five years, nor have any of them been awarded remuneration based on results.

A vacancy will arise on the Supervisory Board in April 2009 for the technical profile position. Mr J. Smit (ir.) is available for reappointment. He has broad managerial experience in the sales markets in which the Batenburg companies operate, as well as knowledge of the technological developments and applications. The other Supervisory Directors are of the opinion that the appointment of Mr Smit is in the interest of the company. From the point of view of knowledge and experience, a reappointment would maintain the balance in the membership of the Supervisory Board. The Works Councils have indicated their approval of Mr Smit's nomination.

2008 Financial statements

The Supervisory Board takes pleasure in presenting the 2008 financial statements of Batenburg Beheer N.V. The financial statements were prepared by the Executive Board and audited by Mazars Paardekooper Hoffman Accountants N.V. Their unqualified audit report is reproduced on page 62 of this annual report. The financial statements were discussed with the Executive Board and the auditor on 26 March 2009 and we hereby submit them to you without any amendments. During the General Meeting of Shareholders to be held on 23 April 2009, we will propose that the financial statements be adopted and approved. We will also propose to this meeting to discharge by the Executive Board for the policies pursued and the Supervisory Board for the supervision exercised. We further propose that a dividend of EUR 0.12 be distributed on priority shares and EUR 1.20 (2007: EUR 1.20) on ordinary shares.

After a first half-year fraught with difficulty, the Batenburg companies were able to hold their own in the deteriorated economic conditions of the second half of the year under review. The Supervisory Directors express their appreciation for the dedication and commitment of the employees and Executive Board, and for the results achieved. The consequences of the recession will not leave Batenburg Beheer N.V. unaffected in 2009. With Batenburg Beheer N.V.'s sound financial position and the spreading of its activities, the Supervisory Directors expect it to have sufficient resilience to come through this period.

Rotterdam, 26 March 2009

Supervisory Board:

G.N.G. Wirken (Chairman)

M.C.J van Pernis

J. Smit