VAN DER MOOLEN HOLDING N.V. : RESULTATS DE L'EXERCICE 200

a) The diluted EPS for previous quarterly and year-to-date information was changed to correct for the antidilutive impact of contingent issuable shares.

Richard den Drijver, Van der Moolen's CEO, commented,

"In 2006 we have experienced a further decline in revenues at our NYSE specialist operation due to a change in market structure, a negative pattern which accelerated even further in the first two months of 2007. The change to adept from floor- to screen based trading is a challenging process and will require a lot of work and effort. We will take 6 months to re-evaluate our business model and organization model in the US. In Europe, we are very pleased to see that revenues organically and from acquisitions, were up significantly in 2006, a trend, which also continued during January and February of 2007 ".

Financial Developments in the fourth quarter 2006:

The fourth quarter 2006 net loss of € 44.1 million has been mainly influenced by the following non-recurring item:

- Derecognition of deferred tax assets (non-cash) in the amount of € 42.6 million negative.
As part of year end closing procedures, VDM has reassessed the probability of the utilization of the deferred tax assets related to the US activities, given the applicable accounting standards guidance. Based in this analysis, an amount of € 42.6 million was derecognized. We do remark that our carry forward loss position in the US is not affected, but actual usage depends on our ability to implement our US strategy. The carry forward loss position has a remaining term of usage of approximately 23.5 years.

Excluding the non-recurring items, fourth quarter 2006 net result attributable to common shareholders would amount to a loss of € 1.3 million, mainly due to higher variable expenses.

Revenues increased by 11% compared to the third quarter 2006 and 19% in comparison with the fourth quarter 2005. The increase compared to the third quarter is primarily attributable to the acquisition of HIT enhanced by an organic increase of revenues. The increase in relation to last year is mainly due to the revenues contributed by the Curvalue Group that was acquired on January 2, 2006 partly offset by an organic decline in revenues.

The factors that determined these comparisons were:

	Q4 2006 vs. Q3 2006	Q4 2006 vs. Q4 2005
Acquisition Curvalue	-1%	31%
Acquisition HIT	5%	5%
Greenfield operations*	-%	2%
U.S. dollar impact	-1%	-5%
Organic	8%	-14%
Total	11%	19%

* Start-up activities

Financial developments for the full year 2006

Full year 2006 net loss of € 77.7 million has been influenced by the following non-recurring items:

- The impairment of intangibles and the derecognition of deferred tax assets related to our US operations and Curvalue negatively impacted net result by € 86.8 million;

- The conversion and secondary offering of the NYSE shares increased net income by
€ 10.1 million.

Excluding these items, full year 2006 net result attributable to common shareholders would amount to a profit of € 1.0 million compared to a profit excluding non-recurring items of € 4.4 million in 2005.

Before amortization and impairment of intangible assets, Curvalue contributed € 2.4 million to our 2006 net income; amortization and the impairment of intangible assets related to this acquisition amounted to a net charge of € 11.8 million.

Revenues

At €149.4 million, our reported revenues in 2006 were 33% above the €112.3 million earned in 2005. The factors that determined these comparisons were:

In € 'mln	2006	2005
European activities	71.7	22.4
US activities	77.7	89.9
Total	149.4	112.3

	2006 vs. 2005
Acquisition Curvalue	34%
Acquisition HIT	1%
Greenfield operations*	1%
U.S. dollar impact	-%
Organic	-3%
Total	33%

* Start-up activities

The acquisition of Curvalue contributed € 38.3 million to our 2006 revenues, while the acquisition of Hills Independent Traders Ltd. (HIT) in the 4th quarter of 2006 positively impacted revenues by € 1.5 million. The Greenfield operations contributed € 1.6 million in 2006. Organically, the 2006 revenues show a decline of € 3.9 million compared to 2005 mainly due to a decline in revenues in VDM Specialists USA of € 13.8 million compared to 2005 partly compensated by an increase in revenues of our European Trading business units of € 9.5 million.

In dollar terms the decline in revenues of VDMS was 15% compared to 2005.

Other gains and losses - net

In 2006 an amount of € 21.1 million has been recognized in relation to the NYSE shares (conversion and secondary offering), hereby increasing net income attributable to common shareholders by approximately € 10.1 million. For further details on this gain we refer to our first and second quarter press release of May 18 and August 17, 2006 respectively.

Furthermore in December 2006 a non-taxable amount of € 0.5 million was received in respect of the settlement of the litigation surrounding the value of an option to acquire 12.3% in Prebon. The litigation started as a result of a take-over of Prebon by a third party and the subsequent request Van der Moolen Holding NV issued for the settlement of the option value.

Operating expenses

Excluding the amortization and impairment charges of € 34.2 million (2006) and € 15.3 million (2005), total operating expenses in 2006 were € 46.7 million higher than those recognized in 2005. The consolidation of Curvalue, HIT and the Greenfield operations accounted for € 39.6 million of total operating expenses recognized in 2006 (excluding amortization and impairment charges).

On an individual line basis the following factors mainly affected the comparison:

- Exchange, clearing and brokerage fees increased by € 20.3 million compared to 2005. This increase of € 20.3 million is, next to the effect of acquisition of new activities and Greenfield operations (impact € 18.1 million), due to higher transaction volume propelled by increased trading opportunity in Germany, London and Amsterdam as well as listing fees expensed by VDM Specialists in respect of new assignments.

- The 2006 fixed employee compensation and benefits were € 8.0 million above 2005 levels. The increase is explained by the acquisition of new activities and Greenfield operations (impact € 6.6 million), increased severance payments expenses and an expansion of our trading teams in Germany and London, partly offset by a decrease in the number of full time equivalents employed by VDM Specialists.

- The 2006 variable employee compensation and benefit expense increased by € 8.9 million compared to 2005. This increase is mainly attributable to the effect of acquisition of new activities and Greenfield operations (impact € 6.9 million).

- Lease of exchange memberships / trading licenses for 2006 declined by € 1.2 million compared to 2005. This decline was mainly due to annual lease renewals at lower rates in the course of 2005, together with the effect of the average annual expenses of a license (as issued by the NYSE after the merger has been executed in March 2006) which are less than the preceding annual seat lease rentals.

- Information & communication expenses increased by € 4.1 million compared to 2006. This increase is mainly due to the effect of the acquisition of new activities and Greenfield operations (impact € 2.2 million) and due to higher expenses in relation to the expansion of trading activities in Europe and higher expenses related to active market data and sector expenses and the development of new business in the US.

- General and administrative expenses amounted to €27.1 million in 2006, compared to €21.1 million in the preceding year; an increase of 28%. This increase was primarily due to the effect of acquisition of new activities and Greenfield operations (impact € 4.8 million), Furthermore in 2006 a non-recurring amount of € 4.3 million was recognized relating to the settlement reached in respect of the stock loan investigation of the NYSE, the settlement of the securities class action lawsuit in the US and additional provisioning in relation to legal expenses incurred in respect of former members of VDM Specialists. In 2005 a non-recurring amount of € 3.1 million was included with respect to settlements and legal expenses.

Operating profit

Full year 2006 operating profit was €6.8 million, compared with a profit of €22.0 million in the preceding year; a decrease of 69%. Excluding the other gains and losses (net), the amortization expense and the impairments of fixed assets, operating profit amounted to €19.4 million in 2006 compared with €29.0 million in 2005, a decrease of 33%. The operating margin calculated on this basis was 13% in 2006, compared to 26% in 2005. This decline is mainly caused by the decreased profitability of VDM Specialists, higher expenses relating to settlement expenses (€ 4.3 million) and professional fees with respect to the NYSE investigation and increased expenses for holding entities, only partly offset by the contribution to the operating profit by acquired companies and the increased profitability of our European trading units.

Finance cost

On April 5, 2006, the AGM approved the proposed changes to our Articles of Association, which allowed the Company to present the preferred financing capital as an equity instrument under IFRS, whereas it has been treated a monetary liability in 2005. In conformity with this treatment the preferred financing dividend is no longer classified as a component of finance cost as from the date of the amendment, which explains the decrease from € 2.9 million in 2005 to € 1.1 million in 2006.

The foreign currency result reflects a benefit of €0.7 million in 2006 compared to a €2.6 million benefit in 2005. The decrease is explained by a decline of the foreign exchange exposure in euros in 2006 compared to 2005.

Other finance cost, net, amounted to a €7.1 million charge in 2006 compared to €8.3 million in the preceding year. The decrease compared to 2005 mainly relates to the repayments on the subordinated loans of VDM Specialists.

Income tax

In 2006 the tax expense amounts to € 73.7 million compared to pretax loss (after minority interest) of € 1.0 million. Adjusted for the € 68.8 million tax charge, the tax expense would amount to € 4.9 million. The relative high income tax expense compared to pretax income is mainly due to the non-tax deductible nature of the € 10.0 million impairment charge recognized on our brokerage business in the second quarter 2006, the non-tax deductibility of the settlement amount reached with the NYSE in connection with the stock loan investigation and the non-deductible nature of dividends on financing preferred shares that were recorded as expenses in the period up to April 5, 2006.

Minority interest

The decrease in minority interest compared to 2005 is mainly due to the impairment charge on specialist assignments attributable to VDMS as well as the decline in profitability of this entity.

Earnings per share

The weighted average number of outstanding shares to calculate basic earnings per share is 45.352.290 for the year 2006, being the number outstanding at year-end 2005 (excluding treasury shares) with - in addition - the weighted impact of the shares issued on January 2, 2006 in relation to the acquisition of Curvalue and the shares issuable in respect of the earn-out 2005, which are considered to be "earned" at acquisition date, and the number of shares issued as stock dividend in April 2006, adjusted for the average number of shares held by Curvalue in Van der Moolen Holding NV during the periods presented.

The estimated number of shares that are issuable in respect of the Curvalue earn-out arrangement for the year 2006 could potentially dilute the basic earnings per share, but are not included in the diluted loss per share as these instruments have a antidilutive impact due to the reported loss attributable to shareholders. The dilutive impact of the earn-out arrangement is determined on a quarterly basis.

Should the impact of this instrument have been taken into account, the dilutive loss per common share should amount to € 0.94** for the fourth quarter and € 1.67** for the full year 2006.

Loss per common share was € 1.71 in 2006, compared to a profit per common share of € 0.29 in 2005. The impairment charge and severance payments expenses and other special items recognized in 2006 negatively affected earnings per share by € 1.73. For 2005, the non recurring items positively affected earnings per common share by € 0.18.

Balance sheet

Balance sheet total

On December 31, 2006 our Balance Sheet total was approximately € 1.7 billion, more than twice the € 731 million recognized at December 31, 2005. This increase is mainly due to the increase of current assets and current liabilities, related to positions and clearing balances arising from the trading activities of Curvalue. From an economic perspective, the market risk on the security positions of Curvalue is limited.

Intangible assets

Intangible assets, including goodwill, increased from € 70.1 million at December 31, 2005 to
€ 84.9 million at December 31, 2006. This increase is mainly due to the recognition of intangibles including goodwill in relation to the Curvalue acquisition of € 52.1 million** and net investments in software of € 3.2 million, partly offset by the impact of the depreciation of the U.S. dollar against the euro by € 6.3 million, the impairment charges of € 30.2 million and amortization charges of € 4.0 million recognized on intangibles attributable to Curvalue and VDMS.

Deferred income tax assets

Deferred tax assets decreased from € 80.8 million as of December 31, 2005 to € 1.9 at December 31, 2006. This decrease is mainly due to the derecognition of deferred tax assets in the amount of € 68.8 million and the depreciation of the U.S. dollar.

Non-current cash and cash equivalents

The non-current cash and cash equivalents reflect that part of cash and cash equivalents that is held by VDMS for purposes of compliance with the Net Liquid Asset ("NLA") requirement set by the New York Stock Exchange (restricted as such for a period in excess of one year). The total NLA requirement amounts to approximately $ 136 million (approximately € 103 million) at December 31, 2006, a reduction of approximately $ 107 million (approximately € 86 million) compared to December 31, 2005.

Cash and cash equivalents

The Group has approximately € 19 million of freely-available cash (including disposition on security positions and other assets) (December 31, 2005: € 39 million). Further, it has € 15 million of committed credit lines available until the end of 2007. The decrease mainly relates to investments made during the year and repayments on subordinated debt and on capital accounts of minority members. These cash outflows were partly offset by the NLA reduction and other cash inflows.

Available-for-sale financial assets

NYSE Group shares

We currently own 299,122 NYSE Group shares that were acquired through the conversion of the six NYSE memberships in March 2006 less the number that was subsequently sold in the so-called secondary offering. The balance sheet at December 31, 2006, reflects the number of NYSE Group shares owned at the quoted bid price of those shares.

Investment in associates

The investment in associates as recognized in the balance sheet as at 31 December 2006 relate to a 20% investment in CBOE Stock Exchange LLC of $ 10 million (€ 7.6 million) and a possible participation of 33.3% in the Gibraltar Exchange, for which a bank guarantee of € 1.7 million has been issued. Both investments are accounted for using the equity method.

Other investments

The other investments as recognized on the balance sheet as at December 31, 2006 mainly relates to the investment in ISE Stock Exchange LLC of $ 3 million (€ 2.3 million).

Total equity**

Total equity divided by the Balance Sheet total, decreased from 32% at the end of 2005 to 13% on December 31, 2006, as a result of the increase of the Balance Sheet total mainly due to the acquisition of Curvalue and the loss for 2006, partly offset by increased equity primarily caused by the reclassification of financing preferred capital from non-current liabilities to equity in April 2006.

Guarantee capital**

Guarantee capital, which consists of total equity plus the non-current portion of our subordinated indebtedness (including financing preferred capital and capital contributions from minority members), decreased from € 411.4 million as at December 31, 2005 to € 298.8 million as at December 31, 2006.

The decrease is mainly due to the recognition of the loss over 2006, the classification of the current portion of the subordinated loans as current liabilities, the depreciation of the US dollar (the U.S. dollar depreciated against the euro: at December 31, 2005 the euro/dollar rate was 1.1829 compared to 1.3170 at December 31, 2006) and repayments made on the capital accounts of minority members during 2006. The increase in issued shares and issuable shares is a result of the acquisition agreement with Curvalue and the contribution to the dividend reserve of our preferred financing shares partly offset the aforementioned factors. As a percentage of our Balance Sheet total, guarantee capital declined from 56% at the end of 2005 to 18% at December 31, 2006.

Cash flow

Cash flow from operating activities

Cash flow from operating activities amounted to € 52.2 million in 2006, consisting of € 17.5 million positive operating cash flows enhanced by € 34.7 million positive cash flow resulting from a decrease in working capital. The decline in working capital mainly resulted from the non-current cash and cash equivalents which showed a positive cash flow of € 69.5 million mainly due to the relief on the NLA requirement, partly offset by cash used for trading working capital purposes of €40.6 million.

Cash flow from investing activities

Cash flow from investing activities amounted to € 2.5 million positive, for € 22.5 million following the cash consideration received in relation to the NYSE merger, the receipt of the proceeds of the secondary offering of NYSE Group shares in May 2006 and the receipt of the proceeds in January 2006 of the sale of four memberships in December 2005. The acquisition of Curvalue contributed negative € 0.5 million to cash flow from investing activities, being the balance of cash held by this entity less the € 5.0 million cash consideration paid on January 2, 2006 and less the earn-out payment relating to 2005. In the second half of 2006 the investment in ISE Stock Exchange LLC, CBOE Stock Exchange LLC and the cash outflow relating to the transfer of the securities portfolio and the assignment of the portfolio contracts from Hills Independent Traders Ltd amounted to € 14.4 million. Investments in intangible assets and property, plant and equipment amounted to € 7.0 million.

Cash flow from financing activities

Cash flow from financing activities amounted to € 52.7 million negative, mainly as a result of
€ 25.6 million repayments of subordinated and long-term borrowings, € 11.1 million interest paid on these borrowings, dividend payments made of € 5.2 million on our common and financing preferred shares, and distributions and capital repayments to (former) members of VDMS in the amount of € 11.5 million.

Including the effect of currency differences and after deducting bank overdrafts, cash and cash equivalents increased by € 0.9 million compared to December 31, 2005.

Subsequent events

On 23 January 2007 Van der Moolen has announced to implement an immediate reduction in work force in New York. The staff reduction will result in a one-time charge for severance costs of $ 1.3 million (or € 1.0 million) in the first quarter 2007.

On 7 February 2007 Van der Moolen has announced that it has agreed with Ducatus to repurchase 251.000 cumulative preference shares of Van der Moolen Holding NV for an amount of in total € 10.4 million. Further at the repurchase date the dividend 2006 and 2007 (partial) will be paid with an effective dividend rate of 6.53%. The repurchase is subject to approval by the Annual General Meeting of Shareholders scheduled for 26 April 2007.

On 1 March 2007 VDM Specialists USA has repaid an amount of $ 18.7 million (or € 14.1 million) including interest on the 7.11% $ 40 million senior subordinated note which was due 1 March 2008. After this repayment, an amount of $ 2 million is still due.

On 9 March 2007 Van der Moolen has obtained an additional 7.5% profit share in VDM Specialists.

We have funded 100% of the investments in CBOE Stock Exchange LLC and ISE Stock Exchange LLC. Economically, 50% of these investments will be transferred to the our partners in these investments against payment of 50% of the initial investment.

**Based on indicative calculation of the earn-out 2006 of the Curvalue acquisition, subject to review

For more information about Van der Moolen, please visit www.vandermoolen.com or contact Investor Relations/Corporate Communications, telephone +31 (0)20 535 6789.

Disclaimer:

This press release contains forward-looking statements within the meaning of, and which have been made pursuant to, the Private Securities Litigation Reform Act of 1995. All statements regarding our future financial condition, results of operations and business strategy, plans and objectives are forward-looking. Statements containing the words "anticipate," "believe," "intend," "estimate," "expect," "hope," and words of similar meaning are forward-looking. In particular, the following are forward-looking in nature: statements with regard to strategy and management objectives; pending or potential acquisitions; pending or potential litigation and government investigations, including litigation and investigations concerning specialist trading in the U.S.; future revenue sources; the effects of changes or prospective changes in the regulation or structure of the securities exchanges on which our subsidiaries operate; and trends in results, performance, achievements or conditions in the markets in which we operate. These forward-looking statements involve risks, uncertainties and other factors, some of which are beyond our control, which may cause our results, performance, achievements or conditions in the markets in which we operate to differ, possibly materially, from those expressed or implied in these forward-looking statements. We describe certain important factors to consider in connection with these forward-looking statements under "Key Information – Risk Factors" and elsewhere in our annual filing with the U.S. Securities and Exchange Commission on Form 20-F. We caution you not to place undue reliance on these forward-looking statements, which reflect our management's view only as of the date of this Report. We have no obligation to update these forward-looking statements.