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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK ---------------------------------------------------------------------------------- X IN RE VAN DER MOOLEN HOLDING N.V. : Civil Action No. 1:03-CV-8284 (RWS) SECURITIES LITIGATION : : ---------------------------------------------------------------------------------- X NOTICE OF PENDENCY OF CLASS ACTION, HEARING ON PROPOSED SETTLEMENT, PLAN OF ALLOCATION AND ATTORNEYS’ FEES AND EXPENSES TO: ALL PERSONS OR ENTITIES WHO PURCHASED OR OTHERWISE ACQUIRED VAN DER MOOLEN HOLDING N.V. (“VAN DER MOOLEN” OR “HOLDING”) AMERICAN DEPOSITORY RECEIPTS (“ADRs”) FROM OCTOBER 18, 2001 TO OCTOBER 15, 2003, INCLUSIVE (THE “CLASS PERIOD”) (THE “SETTLEMENT CLASS”). YOU MAY BE ELIGIBLE TO PARTICIPATE IN A CLASS ACTION SETTLEMENT. YOUR LEGAL RIGHTS ARE AFFECTED WHETHER OR NOT YOU ACT. READ THIS NOTICE CAREFULLY. SUMMARY OF SETTLEMENT AND RELATED MATTERS CLAIMS DEADLINE: CLAIMANTS MUST SUBMIT PROOFS OF CLAIM AND RELEASES ON THE FORM ACCOMPA- NYING THIS NOTICE, SO THAT THEY ARE RECEIVED NO LATER THAN FEBRUARY 20, 2007. EXCLUSION DEADLINE: CLAIMANTS MUST SUBMIT REQUESTS FOR EXCLUSION FROM THE SETTLEMENT CLASS SO THAT THEY ARE RECEIVED NO LATER THAN NOVEMBER 20, 2006. SECURITIES BROKERS AND OTHER NOMINEES: PLEASE SEE INSTRUCTIONS BELOW. The Hon. Robert W. Sweet, United States District Judge for the Southern District of New York (the “Court”), authorized that this Notice be sent to you. All terms are defined in the Stipulation of Settlement (“Stipulation”) on file with the Court. This is not a solicitation. The Court will hold a Final Settlement Hearing at 12:00 p.m. on December 6, 2006, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, Room 1920, New York, NY 10007-1312 (the “Final Settle- ment Hearing”), to decide whether to approve: 1) certification of the Settlement Class; 2) the Settlement as fair, reasonable, and adequate to the Settlement Class; 3) the Plan of Allocation as reasonable; and 4) the applica- tion by Co-Lead Counsel for attorneys’ fees and reimbursement of their out-of-pocket expenses (the “Attorneys’ Fee and Expense Request”) incurred in litigating this class action (the “Action”), as fair and reasonable. Class Recovery: The Settlement provides for a cash fund of Eight Million Dollars ($8,000,000) to be distributed to Persons who purchased or otherwise acquired Van der Moolen ADRs (with certain exceptions) during the Class Period and suffered damages. If you are a Settlement Class Member, you may also receive a distribution in the Settlement for damages from your purchases and/or acquisitions, if any, of Van der Moolen common stock during the Class Period. The Settlement represents an average recovery of at least $1.14 per share (based upon approximately 7,000,000 outstanding ADR shares and the Van der Moolen common shares acquired dur- ing the Class Period by ADR holders) and about one-third of the Settlement Class’ estimated damages. This average recovery is an estimate and is calculated before deduction of any Court approved fees and expenses, including attorneys’ fees and expenses. The actual recovery will depend on: (1) the number of claims filed; (2) when Settlement Class Members purchased, acquired, sold or held their ADRs (and to the extent they also hold common shares, when those were purchased, acquired, sold or held) during the Class Period as further described in the Plan of Allocation, below; (3) administrative costs, including the costs of Notice; and (4) the amount awarded by the Court for attorneys’ fees, costs and expenses. Distributions to Settlement Class Mem- bers will be made based on the Plan of Allocation set forth in this Notice. See Response to Question 7 below for a more detailed explanation. Potential Outcome of the Action: The Parties do not agree on the average amount of damages per ADR (or common shares where applicable) that would be recoverable if Plaintiffs had prevailed on each claim against Defendants. The issues on which the Parties disagree include: 1) whether the Defendants are liable for dis- seminating allegedly fraudulent statements and statements omitting material fact; and 2) whether Plaintiffs could eventually prove that the Settlement Class’ losses were due to violations of the federal securities laws. Statement of Attorneys’ Fees and Expenses Sought: Co-Lead Counsel will apply to the Court for an award of attorneys’ fees from the Gross Settlement Fund not to exceed thirty-three percent (33%), and reimbursement of their out-of-pocket expenses of no greater than $180,000, or an average of $0.40 per ADR. Plaintiffs’ Counsel have litigated the Action on a contingent fee basis, and have advanced the expenses of litigation with the ex- pectation that if they were successful in recovering money for the Settlement Class, they would receive fees and be reimbursed for their out-of pocket expenses from the Gross Settlement Fund, as is customary in this type of litigation. Your legal rights are affected whether or not you act. Please read below. YOUR LEGAL RIGHTS AND OPTIONS IN THIS SETTLEMENT SUBMIT A CLAIM FORM The only way to receive a payment. EXCLUDE YOURSELF Get no payment. This is the only option that allows you to bring your own suit against Van der Moolen, Van der Moolen Specialists USA (“VDMS”), the Individual Defendants (defined in Response to Question 2) or the Released Parties (defined in Response to Ques- tion 10), regarding the claims being released in the Action. OBJECT Write to the Court about why you believe the Settlement, the Plan of Allocation and/or the Attorneys’ Fee and Expense Request is not fair, reasonable or adequate. GOTOAHEARING Ask to speak in Court about the fairness of the Settlement, the Plan of Allocation and/or the Attorneys’ Fee and Expense Request. DO NOTHING You will receive no payment, but will release the Released Parties and lose your right to file your own lawsuit or participate in any other lawsuit against the Released Parties concerning the Released Claims (defined in Response to Question 10). • These rights and options – and the deadlines to exercise them – are explained in this Notice. • Further information regarding this Settlement may be obtained by contacting Co-Lead Counsel: David Kessler or Kay E. Sickles, Schiffrin & Barroway, LLP, 280 King of Prussia Rd., Radnor, PA 19087, Telephone: (610) 667-7706, and Lynda J. Grant or Michael S. Marks, Labaton Sucharow & Rudoff LLP, 100 Park Avenue, New York, NY 10017, Telephone: (212) 907-0857, or the Claims Administrator, Strategic Claims Services, 2710 Concord Road, Suite 5, Aston, PA 19014, Telephone (866) 274-4004. WHAT THIS NOTICE CONTAINS BASIC INFORMATION . PAGE 1. Why did I receive this Notice package? . .3 2. What is this lawsuit about? . .3 3. Why is this Action a class action? . .3 4 How do I know if I am part of the Settlement Class and are there exceptions to the Settlement Class? . .3 5. I am still not sure whether I am included. .4 6. What does the Settlement provide? . .4 7. How much will my payment be? How does the Plan of Allocation work? . .4 8. How can I receive a payment? . .7 9. When will I receive my payment? . .7 10. What am I giving up to receive a payment? . .7 11. How do I exclude myself from the Settlement? . .8 12. If I do not exclude myself, can I sue the Defendants or the other Released Parties later for the claims that I am releasing in this Settlement? . .8 13. If I exclude myself, can I obtain a payment from this Settlement? . .8 14. Do I have a lawyer in this case? . .9 15. How do the attorneys get paid? . .9 16. How do I notify the Court that I have objections to the Settlement, the Plan of Allocation and/or the Attorneys’ Fee and Expense Request? . .9 2 Call toll free 1-866-274-4004, or visit, www.strategicclaims.net 17. What is the difference between objecting to the Settlement and requesting exclusion from the Settlement Class? . .10 18. When and where will the Court decide whether to approve the Settlement? . .10 19. Must I attend the Final Settlement Hearing and may I speak at the Final Settlement Hearing? . .10 20. What if I do nothing? . .10 OBTAINING MORE INFORMATION 1. Why did I receive this Notice package? You or someone in your family may have purchased or otherwise acquired Van der Moolen ADRs on the New York Stock Exchange from October 18, 2001 to October 15, 2003, inclusive. If the description above ap- plies to you or someone in your family, you have a right to know about the proposed Settlement of this Ac- tion, and about your options. 2. What is this lawsuit about? This is a proposed federal securities class action, arising from the NYSE and SEC investigations of the trad- ing practices of several specialist firms, including VDMS. The Amended Consolidated Class Action Com- plaint (the “Amended Complaint”) asserts claims pursuant to Sections 10(b) and 20(a) of the Exchange Act for securities fraud against Holdings; Friedrich M.J. Böttcher, Holding’s Chief Executive Officer and Chair- man of its Management Board (the “Board”); Frank F. Dorjee, Holding’s Chief Financial Officer (“CFO”) and a Holding’s Board member; James P. Cleaver, Jr., a member of the Holding’s Board and Chairman of the VDMS Management Committee; and Casper F. Rondeltap, VDMS’s spokesperson; and a member of both the VDMS Management Committee and Holding’s Board. The Amended Complaint also asserts Section 10(b) claims against VDMS, Holding’s United States subsidiary. Specifically, the Amended Complaint alleges that during the Class Period, Defendants made purportedly misleading statements falling into two categories: 1) risk disclosures regarding the Company’s compliance with NYSE rules, and 2) its financial results, especially its revenue. The Amended Complaint further alleges that Holding’s financial statements throughout the Class Period violated SEC regulations and Generally Ac- cepted Accounting Principles.

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