PQF

AbuDhabiUAEP.O.Box:111246Tel.:+97126282240Fax.
:+97126282241

INDEX

A- COMPANY INFORMATIONS

o COMPANY PROFILE
o CERTIFICATES & LICENSES

AE Arma-Elektropanc A.S., Head Office, Turkey
AE Arma-Elektropanc A.S., Abu Dhabi Branch
Arma-Elektropanc Electromechanical Co.L.L.C., Dubai
AE Arma-Elektropanc Electromechanical Contracting Qatar WLL
AE Arma-Elektropanc Electromechanical Contracting Lebanon SARL

B- MANAGEMENT ORGANIZATION CHART

C- QUALITY SYSTEM CERTIFICATES & AE QUALITY SYSTEM MANUAL

D- FINANCIAL DETAILS

o AE Consolidated Financial Statement 2009
o IMTECT Consolidated Financial Statement 2012

E- PROJECT DETAILS

o Onging Projects
o Completed Projects
o Completion Certificates

F- COMPANY CATALOGUE

G- MOVIE PRESENTATION & E-BOOK (CD)

A- COMPANY INFORMATIONS

o COMPANY PROFILE

o CERTIFICATES & LICENSES

AE Arma-Elektropanc A.S., Head Office, Turkey
AE Arma-Elektropanc A.S., Abu Dhabi Branch
AE Arma-Elektropanc Electromechanical Co. L.L.C., Dubai
AE Arma-Elektropanc Electromechanical Contracting Qatar
AE Arma-Elektropanc Electromechanical Contracting Lebanon SARL

COMPANY PROFILE

COMPANY PROFILE

Company Profile

In October 2001, two strong and leading companies of the Turkish engineering sector, namely
ARMA Engineering and Trade and ELEKTROPAN Electrical Industry and Trade Corp., joined
their capabilities and resources to establish AE ARMA-ELEKTROPAN.

With the ample experiences of both groups, and the state of the art technologies, this alliance will
enable AE ARMA-ELEKTROPAN to optimize services and perform a leadership role in
Turkey and the continually growing international markets by applying innovative, skilled
engineered and cost effective solutions.

With years of experience and innovative solutions, as an international technical service provider,
AE has successfully completed numerous type of buildings such as multi-purpose office and
housing complexes, educational and commercial buildings, hospitals, shopping centres, tourism
and entertainment facilities, industrial facilities and airports.
In April 2012, the majority share of AE ARMA-ELEKTROPAN was acquired by Royal
Imtech N.V. which is one of the leading technical services provider of Europe in the field of
electrical & mechanical solutions and ICT. In 2011, with 29,000 employees, Imtech had an
annual revenue of more than 5.1 billion euro. Imtechs goal for 2015 is to achieve revenue of 8
billion euro.
Royal Imtech holds strong positions in the buildings and industry markets in the Netherlands,
Belgium, Luxembourg, Germany, Austria, Eastern Europe, Sweden, Norway, Finland, the UK,
Ireland, Turkey and Spain, the European markets of ICT and Traffic as well as in the global
marine market. In total Imtech serves 23,000 customers.
Mission
With the supreme breadth of knowledge, products and services, our mission is to resolve
challenging technical design and engineering problems using successful project implementation,
combining our expertise with our superior technology and working towards the highest delivery
standards for a cost effective solution.
Vision
With the combination of Imtechs financial strength and technical experience, and AEs strong
establishment in the existing markets, our goal is to be one of the leading technical contractor in
the world.
Achievements
Over the years, AE has successfully completed the technical contracting of more than 7 Million
sqm of various functional buildings across three continents namely Europe, Asia and Africa.

In order to provide widespread, specialized and active services at the international platform, AE is
continuing its activities with branch offices and local companies listed below;
BRANCH OFFICES LOCAL COMPANIES
Moscow / Russian Federation
Moscow / Russian Federation
OOO AE ARMA-ELEKTROPANC ELEKTROMEKANIK
Turkish Republic of Northern
Cyprus
Dubai / UAE
ARMA ELEKTROPANC ELECTROMECHANICAL CO. L.L.C.
Abu Dhabi / UAE
Doha / Qatar
AE ARMA-ELEKTROPANC ELECTROMECHANICAL CONTRACTING QATAR W.L.L.
Baku / Azerbaijan
Beirut / Lebanon
AE LEBANON
Services
AE ARMA-ELEKTROPAN offers turnkey technical services solutions for functional
buildings including data centers, distribution centers, offices, government buildings, laboratories,
airports, museums, parking garages, penal institutions, leisure centers, stadiums, stations,
universities and colleges, shopping centers, hospitals and care institutions. Applying the latest
state of the art technologies, particularly in energy saving and reliability AE provides services and
solutions in the following areas:
Electrical Engineering: AE covers the entire range of electrical engineering solutions of every
size, such as low, medium and high tension, energy distribution, measuring and control
technology, instrumentation, infrastructure technology, electrical propulsion, integrated security,
building management, access technology, system technology, (dynamic) traffic management and
traffic management systems and power electronics.
ICT: AE covers the entire ICT chain including software and hardware, business intelligence,
control technology, platform automation, data and telecommunications, data modeling, data
centers, ICT infrastructures, intelligent transport systems, storage, (telecom) networks, server
technology, virtualization, infrastructure automation, route information systems, internet and
intranet applications, logistics automation, managed IT services, technical automation, navigation
and communication technology, robotisation, satellite communication and simulation.
Mechanical Engineering: AE covers the entire spectrum of air, climate and energy solutions,
including HVAC (Heating, Ventilation and Air Conditioning), cold and heat storage, clean-room
technology, energy management, energy contracting, energy technology, dehumidifier
technology, incineration technology, heat technology, sprinkler technology, piping, process
technology, fire-extinguishing technology and mechanical (process) installations.
Industry: Power plants, the automotive industry, chemicals and petrochemicals, the energy and
environment market, pharmaceuticals, machine building, oil & gas, the animal feed industry, the
aircraft industry and the food industry.
Traffic & Infrastructure: Measurement, analysis and improvement of traffic flow, (dynamic)
traffic management (on the road and water) and traffic infrastructure, traffic safety, airport
infrastructure, public transport, parking systems, rail (railway, tram and metro), tunnels, bridges
and locks, transport and distribution networks, (public) lighting, (waste) water treatment and
management and drinking water.

CERTIFICATES & LICENSES

Chamber of Commerce of
Istanbul TURKEY

REGISTRATION CERTIFICATE

for

AE ARMA-ELEKTROPANC
Electrical Mechanical Industry
Engineering Contracting and Trade Inc.
HEAD OFFICE

COMMERCIAL LICENSE

of

AE ARMA-ELEKTROPANC

BRANCH

ABU DHABI U.A.E.

COMMERCIAL LICENSE

of

ARMA ELEKTROPANC
ELECTROMECHANICAL CO. L.L.C.

DUBAI U.A.E.

COMMERCIAL LICENSE

of

AE ARMA ELEKTROPANC
ELECTROMECHANICAL CONTRACTING QATAR WLL
(Under Renewal)

ARTICLE OF ASSOCIATION

of

AE ARMA ELEKTROPANC
ELECTROMECHANICAL CONTRACTING LEBANON SARL

., . ./
'- -,

of the company:
; ; Among the holders of the parts
created and of that, which
subsequently be created, a limited
company is hereby incorporated
,. . , . to the laws in force, particularly
.: .'. of obligations and contracts and
' 1::':' the commercial code as amended by the
_ " . ",.;"\l;;' legislative decree No. 35 of August 5,
. " -;) . .: :" ",-, 1967 and to the present articles
; association.
"
"
Object of the company:
- Contracting of Mechanical, Electrical,
Plumping Works, safely a'tld security systems
. all other systems,
\ ,\ telecommunication
.
svstcms

of

all kinds
construction facilities like residential, farms,
industrial, cOlllll1ercial: ' schools, hote ls,
concert 1131 is.hospitals, airports,
hangars, public andagri cliitural buildings,
shopping mall s. anykind 0 I' SpOl1 complexes.
- Air-Cond ition, ventilati ons.. Air Filtration
, Systems lnstallat ion and Mel intcnancc
Electrical Transmission & Control
Apparatus Installation,
=--4:':1" ..::. - 9-4 - 4.s >43\ U"+'-"b
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Certificate of Registration or a
J - - I

Limited Liability Company

The Chief' Clerk of the Commercial
j:"....J1 -:)
Regi ster at the court of Beirut hereby
4j ._.1\ ;;,s. "'\ .\ W ,j 1
certifics that the co111 pany named: 'Y""" U _.- 'J.J:!-:' <.,? <.S"J
: t'""LJ
AE Arrna-Elcktropanc
.1.;L.Jy.sJI LA)
Electromechanical Contracting
f'"f'-J:.
Lebanon s.a.r.l

I
Has been regi stered on the date I
_________
III the Commercial Regi ster under
.}
No____ as per the
wJ \. \ '. -\ :,)
articles 26 and 49 of the Lebanese code
of commerce. .
U.o i '1 J 'l'i u;i..\W\
This certi [ieHle is issued upon request of'
the General Mana ger Mr. Rachid
Mohammad Doughan for the legell
J-.ll 0lcJ .l .l..=..A ('WI
relevant lise.

. .- . ',
. ' .:
Hei rut.
Judge
A E Arma-Elektropauc
Electromechanical Contracting
Lebanon s.a.r.l
Commerc ial Circ ula r
Dear Sirs,
We 1t;IVt: the honor to i nf orm you l hat we
have cxtublishcd a limi ted liabili ty company
with a capital ol'/SJ)OO,OO{)/ LI. (five mill ion
I.cbancsc pounds ) tinder the name or:
AE Arma- Llcktropanc Electromechanical
Cont rac t ing Lehanou s.a.r.l
The Objec t orthe Company is :
Contract iIl g or i\k chall icul . I .lccui cal.
l ' l li mpinto' VI 'orb. sal'l:ty and Sl:ClIri l)'
;\Il l! all other electronic syslellls,
tclcconu uunic.uio syslelll s or all kinds
con-trucuon I:lcililies like residential , l urms.
indu xtri a}. com mercial . xchool. Iiolels. theatres.
concert halls. 11llsri tah. airport s. hanga rs. pub lic
;1Ilt! ,IFr icultural bui lding. Sl10 ["\ l'i llg mull, an)
kin d (lI' Splll'l complexes .
\ ir-( 'ondi tion. I cnti iuti on. ,\ i r j 'i ll rmi ll n
S) xicm x l nsral l.uion and Mui ntcnuncc
- I .lcctri cal Tmnsl11i ssilln & Control .vpparatus
i nstall ati on.
- I .Icctromcch.micu: equipment Jllsl; lIlalioll &
Maintcuuncc.
- I':kl:l rieal I:i l li ng Conuucti ng.
Rildill . T V stat i on. Ci nema. th eatres
1':qui pml'l il 8:. r"t1il1tcnan<.:l' ,
- l'.iectric,tI I:itt ings &. li xturcx ices.
- S.,nit;lJ") Insl;III", i ( lI ) S: pipes rcpairing.
- l \ dl l:l' l i siIIL" Si gll I l " ards ill qall al iun ,
S;i1 el: sccurilY S) sterns and equipmen t
iI1SI "II;ll iun ,
- lntcrnal couuuuniruuou network ill sl;tl l;ll i" n S:
Maint enance .
- Communiruti on S: II i rclesx Sl equipmen t
i llSl;lI lali " n,
'..us' " , . < :: <1\ cl.iL" L. \ \, '\
, , '.9 .r-' .j..)-'-"-' ) -2 .-2
e- J:.

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W\.a.. '-:'-f.i' ..
. -.&Y ..
-
- ' :i re t\ larm and Fir e light ing system Install ati on
S: Maint enance.
llccuic power lines contracting.
commun ication towers contracti ng.
communic.uion lines contracting. l .lccui c power
stat ion co ntract i ng. ;\ i r condi t iOlling system
cmu rnct i ng. I .i lb ,\Il d csc,i1 ,l tor s con tructing.
I'vlcelwll ic,iI equipment conrru cti ng. Sille ly and
sccur i ty S) S[Cll b i l lll i equipment install.uion.
internal comm unication nctwor], ill stirlla lion and
maintenance communica t ion and wirclcs-,
system equi pment i nstallati on,
- Con struct i on iac ilu i cs like residential. Ianns.
1);ll' b, bui ldi ngs, commerc ia l. real es tate uncl
lklnogl "l phlc ,Jll d rccrc.ui onal . art ist ic cli /tural
and tou ri st i c,
" To calT) out iiiI t) I)es or engi neeri ng and
contracting allui rs.
- ( i cll cral uading. import. export and industry ,
\' 0 provi de al l ki ll Js or serv i ces aIIII
l'llll sult ,l lioll S sa\ c linanci alscrvi cc.
- To set up co mpani es that carry lltlt similar
al'l ;\irs and/or to become pnrtncr or shareho lders
in such companies.
- To eal'l) 011 1 everything ment ioned herei nabove
directly or i ndirectly.
Till: company has been registered ill the
commercial regi ster of' Bei rut under the
11limber O il
/ I 1/ 20 I I.
The Genera l Manager Mr. Rachid
l)ougl1(111 is auth orized to sigll
Oil behalf otihc COI11Pil Il Y.
-Sumplc of' Mr. Dough an's sign ature:
Kind Regards
j
I .
, /'
'I' _
{: J..a1iJ!j w'X;\.L
u \-JI J.....l:i.iij "-=.t.;.;+.s.J\ utk... u')'Jli.J J..aliJl
-&}>3 ul.lLoJ19 .>eL.a..Jlg
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J.a1iJ1 4..J:,ji u l.:.
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ul...:....J19 wl)k .llj

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B- MANAGEMENT ORGANIZATION CHART

A-PDF PageMaster Demo. Purchase from www.A-PDF.com to remove the watermark
CountryManager
Yavuz Guvener
Secretary
DivineEsocta
Business
Development
Coordinators
Finance
Department
HRDepartment
Manager
RecepKeskinsoy
Accountant
Ozan Gulter
Accountant
MohammadFaisal
Manager
Nael Hamadeh
PRO
Salah Salim Aljnaibi
VisaOfficer
HazeemAhmed
AEARMAELEKTROPAN UAE
MANAGEMENTORGANIZATIONALCHART
CostControl&
PlanningDepartment
Quantity Surveyor
Gokul Moorthy
ElectricalCoordinator
AnuAlexander
Accountant
MustafaGuvener
Procurement
Department
Manager
Efsan Altincaba
Manager
Burak Kizilhan
Officer
EmmaGarcia
Manager
Ersen Yucel
ITOfficer
Jossy Joseph
TenderingManager
TBA
Officer
ChristineRamos
Quality
Department
Manager
Ozcan Ozok
Assistant
Purita Reyes
EstimationEngineer(Mech)
Arun Mathivanan
EstimationEngineer(Elec)
Greatson Stalin
SoorajV.S
EstimationEngineer(Elec)
MariaJoselin
MohammadShareef
Tender
Department
Sr.EstimationEngineer
TBA

C- QUALITY SYSTEM CERTIFICATES

ISO 9001 : Quality Management System
ISO 14001 : Environmental Management System
ISO 18001 : Health & Safety Management System

&

AE QUALITY SYSTEM MANUAL

QUALITY SYSTEM
CERTIFICATES

AE ARMA-ELEKTROPANC
TURKEY

QUALITY SYSTEM CERTIFICATES

QUALITY SYSTEM
CERTIFICATES

AE ARMA-ELEKTROPANC
ABU DHABI

QUALITY SYSTEM CERTIFICATES

This is to certify that the Quality Management System of

AE ARMA-ELEKTROPANC Electrical Mechanical Industry Engineering
Contracting And Trade Inc.
Siemens Tower 12th Floor - Flat 12O1 Electra Street P.O. BOX: 111246 , Abu Dhabi, U.A.E. , Turkey
applicable to

Electrical, electronic and mechanical (mep services) projects and contracting services
has been assessed and registered by NQA against the provisions of

TS EN ISO 9001 : 2008

This registration is subject to the company maintaining a quality management system,
to the above standard, which will be monitored by NQA

.

Certificate No: 27525
Date: 29 July 2011
Valid Until: 29 July 2014

EAC code: 19/28

This is to certify that the Environmental Management of

applicable to


TS EN ISO 14001 : 2004

This registration is subject to the company maintaining a Environmental Management system,

.

Certificate No: E 4441
Date: 29 July 2011

This is to certify that the Health and Safety Management System

applicable to


BS OHSAS 18001:2007

This registration is subject to the company maintaining a a health and safety management system,

.

Certificate No: H 1778
Date: 29 July 2011

EAC code: 19/28

AE GROUP

QUALITY SYSTEM MANUAL

AE ARMA-ELEKTROPAN | Fulya Mah. Vefa Deresi Sok. No.11 ili, 34394 STANBUL REV01

QM
1

AE ARMA-ELEKTROPAN

28.09.2010
QUALITY MANUAL PART I
INTEGRATED QUALITY MANAGEMENT SYSTEM
LEVEL I QUALITY SYSTEM DOCUMENTATION


AE ARMA-ELEKTROPAN | Fulya Mah. Vefa Deresi Sok. No.11 ili, 34394 STANBUL

2

AE ARMA-ELEKTROPAN

Table of Contents
PARTICHAPTER1:GENERAL......................................................................................................................................................................................3
1.0 Authorization..................................................................................................................................................................................................3
1.1 Company Profile...........................................................................................................................................................................................4
1.2 Scope of Certification................................................................................................................................................................................4
PARTICHAPTER2:REFERENCES..............................................................................................................................................................................5
2.0 References.......................................................................................................................................................................................................5
2.1 International Standards............................................................................................................................................................................5
2.2 FIDIC Standards............................................................................................................................................................................................5
PARTICHAPTER3:DEFINITIONSANDABBREVIATIONS...............................................................................................................................6
3.0 General..............................................................................................................................................................................................................6
3.1 Abbreviations.................................................................................................................................................................................................9



3

PART I CHAPTER 1: GENERAL
1.0 Authorization
TheAEGroupQuality,EnvironmentalandSafetyManualprovidetheframeworkofacorporate
managementsystemwhichisproperlyexecutedandwillensureAEGrouptodeliverCustomer
Needsintermsof:
Quality
Price
Service
Innovation
Speed
Performance
Technology
AEARMA-ELEKTROPANCINC.offersturn-keyelectricalandmechanicalsolutionsforfunctional
buildings,housingandindustrialcomplexesaswellasotherengineeringstructuresforallthe
servicesprovidedbyAEincluding:
PowerTransmissionandDistributions
MediumVoltageSubstation
LowVoltagePowerSupply
LowVoltagePowerDistributionSystemsandInstallations
CommunicationNetworks
FireAlarmandSecuritySystemsandInstallation
SpecialAudioandVideoSystemsandInstallation
OtherElectrotechnicalSystemsandInstallation
HomeAutomationSystemsandInstallation
BuildingAutomationSystemsandInstallation
Heating,Ventilation,Air-conditionSystemsandInstallation
FirefightingSystemsandInstallation
SanitaryInstallations
WaterandWasteWaterTreatmentSystemsandInstallation
TheQuality,EnvironmentalandSafetyManagementSystemoftheAEGroupissetup
accordingtotherequirementsoftheQualitySystemStandardISO9001:2000,International
StandardforEnvironmentalManagementSystemsISO14001:2004andOccupationalHealth
andSafetyManagementSystemOHSAS18001:2007.



4

ItisthereforerequiredthatallthepeopleinAEGroupknowandadheretotheproceduresand
rulesoutlinedinthisAEGroupQuality,EnvironmentalandSafetyManual.
EachmemberofQualityDepartmentthroughitsManagershastheauthorityandresponsibility
toensurethatAEGroupQuality,EnvironmentalandSafetyManagementSystemandits
Proceduresareimplemented,maintainedanddevelopedtodeliverCustomerNeeds.
1.1 Company Profile
InOctober2001,twostrongandleadingcompaniesoftheTurkishelectricalengineeringsector
namelyARMAMHENDSLKVETCARETA..(ARMAENGINEERINGANDTRADEINC.)and
ELEKTROPANELEKTRKSANAYVETCARETLTD.(ELEKTROPANCELECTRICALINDUSTRY
ANDTRADECO.)joinedtheircapabilitiesandresourcestoestablishAEARMA-ELEKTROPAN
ELEKTROMEKANKSANAY,MHENDSLK,TAAHHTVETCARETA..(AEARMA-
ELEKTROPANCELECTRICALMECHANICALINDUSTRYENGINEERINGCONTRACTINGAND
TRADEINC.)
TheexperienceofbothgroupswillenableAEARMAELEKTROPANCINCtoperforma
leadershiproleinTurkeyandintheinternationalmarketsbyapplyinginnovativeandcost
effectivesolutionstogetherwiththestateofthearttechnologies.
1.2 Scope of Certification
DesignandInstallationofPublicAddressesandBuildingAutomationSystems.



5

PART I CHAPTER 2: REFERENCES
2.0 References
For the purpose of this AE Group Quality, Environmental and Safety manual, the definitions
giveninthefollowingdocumentationapply:
2.1 International Standards
ISO 9000 :Qualitymanagementsystems-Fundamentalsandvocabulary.

ISO 9001 :Qualitymanagementsystems-Requirements.
ISO 9004 : Qualitymanagementsystems-Guidelinesforperformanceimprovements.
ISO 14001 :Environmentalmanagementsystems-Specificationwithguidanceforuse.
ISO 14004 :Environmentalmanagementsystems-Generalguidelinesonprinciples,
systemsandsupportingtechniques.
OHSAS 18001 :OccupationalHealthandSafetyManagementSystemRequirements.
OHSAS 18002 :OccupationalHealthandSafetyManagementGuidelinesforimplementation
ofOHSAS18001.
ISO 19011 :GuidanceonauditingQuality&EnvironmentalManagementSystems.
2.2 FIDIC Standards
ElectricalandMechanicalWorks(YellowBook)
ElectricalandMechanicalWorks(YellowBook)supplemental
ElectricalandMechanicalWorks(YellowBookGuide
EMSKit:EnvironmentalManagementSystem
QualityManagementGuide
ISO9001:2000QualityManagementInterpretiveGuide



6

PART I CHAPTER 3: DEFINITIONS AND ABBREVIATIONS
3.0 General
The definitions and abbreviations used in AE Group Quality, Environmental and Safety Manual
areasfollows:
Acceptable Risk:
RiskthathasbeenreducedtoalevelthatcanbetoleratedbyAEGrouphavingregardto
ourlegalobligationsandourownOH&Spolicy.
Audit:
Systematic,independentanddocumentedprocessforobtainingauditevidenceand
evaluatingitobjectivelytodeterminetheextenttowhichauditcriteriaarefulfilled.
Continual Improvement:
RecurringprocessofenhancingtheQuality,EnvironmentalandOH&SManagement
SysteminordertoachieveimprovementsinoverallQuality,EnvironmentalandOH&S
performanceconsistentwiththeAEGroupsQuality,EnvironmentalandOH&Spolicy.
Corrective Action:
Actiontoeliminatethecauseofadetectednonconformityorotherundesirablesituation
Document:
Informationanditssupportingmedium
Hazard:
Source,situation,oractwithapotentialforharmintermsofhumaninjuryorillhealth,or
acombinationofthese.
Hazard Identification:
Processofrecognizingthatahazardexistsanddefiningitscharacteristics.
Ill Health:
Identifiable,adversephysicalormentalconditionarisingfromand/ormadeworsebya
workactivityand/orwork-relatedsituation.

Incident:
Work-relatedevent(s)inwhichaninjuryorillhealth(regardlessofseverity)orfatality
occurred,orcouldhaveoccurred.



7

Interested Party:
Personorgroup,insideoroutsidetheworkplace,concernedwithoraffectedbythe
OH&Sperformanceofanorganization.
Nonconformity:
Non-fulfillmentofarequirement.
Occupational Health and Safety (OH&S):

Conditionsandfactorsthataffect,orcouldaffectthehealthandsafetyofemployeesor
otherworkers(includingtemporaryworkersandcontractorpersonnel),visitors,orany
otherpersonintheworkplace.
OH&S Management System:

PartofanAEGroupsManagementSystemusedtodevelopandimplementourOH&S
policyandmanageourOH&Srisks.
OH&S Objectives:
OH&Sgoal,intermsofOH&Sperformance,thatanorganizationsetsitselftoachieve.
OH&S Performance:
MeasurableresultsofanAEGroupsManagementofitsOH&Srisks.
OH&S Policy:
OverallintentionsanddirectionofanAEGrouprelatedtoitsOH&Sperformanceas
formallyexpressedbytopmanagement.
Organization:
Company,corporation,firm,enterprise,authorityorinstitution,orpartorcombination
thereof,whetherincorporatedornot,publicorprivate,thathasitsownfunctionsand
administration.
Preventive Action:
Actiontoeliminatethecauseofapotentialnonconformityorotherundesirablepotential
situation.
Procedure:
Specifiedwaytocarryoutanactivityoraprocess.
Record:
Documentstatingresultsachievedorprovidingevidenceofactivitiesperformed.



8

Risk:
Combinationofthelikelihoodofanoccurrenceofahazardouseventorexposure(s)and
theseverityofinjuryorillhealth thatcanbecausedbytheeventorexposure(s).
Risk Assessment:
Processofevaluatingtherisk(s) arisingfromahazard(s),takingintoaccountthe
adequacyofanyexistingcontrols,anddecidingwhetherornottherisk(s)isacceptable.
Workplace:
Anyphysicallocationinwhichworkrelatedactivitiesareperformedunderthecontrolof
AEGroup.
Safety:
Theconditionofbeingprotectedagainstanytypesofconsequencesoffailure,damage,
error,accidents,harmoranyothereventwhichcouldbeconsiderednon-desirable.
Supplier:
Anout-sourcecompanyprovidesserviceorproduct.
Process:
Everytime-dependentactionhavinganinput,outputandeffect.
Authority:
Authorityinmanagementistheformalorlegitimateauthorityspecifiedinacharterthat
givesaprojectmanagertheauthoritytoactinthenameofthesponsoring executiveor
onbehalfoftheorganization.



9

3.1 Abbreviations
ITP :InstallationandTestPlan
HSE :Health,SafetyandEnvironment.
ISO :InternationalStandardsorganization.
FMEA :FailureModeandEffectAnalysis.
HMP :HazardousMaterialsandPreparations.
QA :QualityAssurance.
QC :QualityControl.
KPI :KeyPerformanceIndicator.
PI :PerformanceIndicator
RFI :RequestforInformation
MS :MethodofStatement.
OTIF :OnTimeandInFull.
RFQ :RequestforQuotation.
WBS :WorkBreakdownStructure
CBS : CostBreakdownStructure
PSQP :ProjectSpecificQualityPlan
IQS :IntegratedQualitySystem
CSR :CustomerSpecificRequirements
GCoC :GeneralConditionsofContract


QM
1

AE ARMA-ELEKTROPAN

QUALITY MANUAL PART II
Table of Contents
PART2CHAPTER4:QUALITYANDENVIRONMENTALMANAGEMENTSYSTEM...............................................................................4
4.0 General...............................................................................................................................................................................................................4
4.1.1 Process Model...................................................................................................................................................................................5
4.2 Management System Documentation Structure.......................................................................................................................6
4.3 Control of Documents...............................................................................................................................................................................7
4.3.1 Customer Specific Documentation........................................................................................................................................8
4.4 Control of Records.......................................................................................................................................................................................8
PART2CHAPTER5:MANAGEMENTRESPONSIBILITY....................................................................................................................................9
5.0 General..............................................................................................................................................................................................................9
5.1 Customer Focussed Management System...................................................................................................................................9
5.1.1 General..................................................................................................................................................................................................9
5.1.2 Environmental Aspects.................................................................................................................................................................9
5.1.3 Legal and Other Requirements..............................................................................................................................................10
5.2 Quality, Environmental and Safety Policy.....................................................................................................................................10
5.2.1 Company Mission Statement..................................................................................................................................................10
5.2.2 AE Group Quality, Environmental and Safety Policy..................................................................................................12
5.3 Quality, Environmental and Safety Management System Planning..............................................................................13
5.3.1 Business Plan...................................................................................................................................................................................13
5.3.2 Environmental and Safety Management Program.....................................................................................................14
5.3.3 Hazard Identification, Risk Assessment and Determining Controls...................................................................14
5.4 Responsibility, Authority and Communication...........................................................................................................................14
5.4.1 General................................................................................................................................................................................................14
5.4.2 Responsibility for Quality...........................................................................................................................................................15
5.4.3 Management Representative..................................................................................................................................................15
5.4.4 Customer Representative..........................................................................................................................................................15
5.4.5 Communication..............................................................................................................................................................................16
5.4.5.1 Internal Communication......................................................................................................................................................16
5.4.5.2 External Communication.....................................................................................................................................................16
5.5 Management Review...............................................................................................................................................................................16
PART2CHAPTER6:PROVISIONOFRESOURCES...........................................................................................................................................18
6.0 Provision of Resources............................................................................................................................................................................18
6.1 Human Resource Management........................................................................................................................................................18
6.1.1 General................................................................................................................................................................................................18
6.1.2 Competence, Awareness and Training.............................................................................................................................18


2

6.1.2.1 Process Design Skills.............................................................................................................................................................18
6.1.2.2 Training.........................................................................................................................................................................................19
6.1.2.3 Training Effectiveness...........................................................................................................................................................19
6.1.2.4 Employee Motivation, Empowerment and Satisfaction.....................................................................................19
6.2 Infrastructure................................................................................................................................................................................................20
6.2.1 Project Planning.............................................................................................................................................................................20
6.2.2 Contingency Plans........................................................................................................................................................................20
6.3 Work Environment.....................................................................................................................................................................................20
6.3.1 Personnel Health & Safety........................................................................................................................................................20
6.3.2 Cleanliness........................................................................................................................................................................................21
PART2CHAPTER7:PRODUCTANDSERVICEREALISATION.....................................................................................................................22
7.0 Project Management Planning...........................................................................................................................................................22
7.0.1 General................................................................................................................................................................................................22
7.0.2 Project Review and Monitoring..............................................................................................................................................22
7.0.3 Quality Planning.............................................................................................................................................................................22
7.0.4 Confidentiality..................................................................................................................................................................................23
7.0.5 Project Change Control..............................................................................................................................................................23
7.1 Customer Related Processes..............................................................................................................................................................23
7.1.1 Determination of Requirements Related to the Product and Service...............................................................23
7.1.2 Review of Requirements Related to the Product and Service...............................................................................24
7.1.2.1 Installation Feasibility Review...........................................................................................................................................24
7.1.3 Customer Communication.......................................................................................................................................................24
7.2 Engineering Design and Development..........................................................................................................................................25
7.2.1 Engineering Design and Development Planning.........................................................................................................25
7.2.2 Engineering Design and Development Input.................................................................................................................25
7.2.2.1 Engineering Design Input....................................................................................................................................................25
7.2.2.2 Installation Process Design Input...................................................................................................................................26
7.2.3 Engineering Design and Development Output.............................................................................................................26
7.2.3.1 Engineering Design Output................................................................................................................................................26
7.2.3.2 Installation Process Design Output...............................................................................................................................26
7.2.4 Design and Development Review........................................................................................................................................26
7.2.5 Engineering Design and Development Verification....................................................................................................26
7.2.5.1 Engineering Design Verification......................................................................................................................................26
7.2.5.2 Installation Process Design Verification......................................................................................................................27
7.2.6 Engineering Design and Development Validation.......................................................................................................27
7.2.6.1 Engineering Design Validation.........................................................................................................................................27
7.2.6.2 Product Approval Process..................................................................................................................................................27
7.2.7 Control of Design and Development Changes..............................................................................................................27
7.3 Purchasing.....................................................................................................................................................................................................27
7.3.1 Purchasing Process......................................................................................................................................................................27
7.3.2 Supplier Development................................................................................................................................................................29
7.3.2.1 General..........................................................................................................................................................................................29
7.3.2.2 Supplier Development for Ongoing Project..............................................................................................................29
7.3.2.3 Supplier Development for New Projects.....................................................................................................................29
7.3.3 Purchasing Information..............................................................................................................................................................30
7.3.4 Verification of Purchased Product........................................................................................................................................30
7.3.4.1 Incoming Product Quality...................................................................................................................................................30
7.3.4.2 Supplier Monitoring................................................................................................................................................................31
7.4 Installation and Service..........................................................................................................................................................................31
7.4.1 Control of Installation and Service.......................................................................................................................................31
7.4.1.1 Work Instructions.....................................................................................................................................................................31


3

7.4.1.2 Preventive and Predictive Maintenance.....................................................................................................................31
7.4.1.3 Management of Installation Equipment.....................................................................................................................32
7.4.1.4 Project Scheduling..................................................................................................................................................................32
7.4.2 Installation Process Validation...............................................................................................................................................32
7.4.3 Identification and Traceability................................................................................................................................................33
7.4.3.1 Identification...............................................................................................................................................................................33
7.4.3.2 Inspection and Test Status.................................................................................................................................................33
7.4.3.3 Traceability..................................................................................................................................................................................34
7.4.4 Customer Property........................................................................................................................................................................34
7.4.4.1 Customer Supplied Products............................................................................................................................................34
7.4.4.2 Customer-owned packaging.............................................................................................................................................34
7.4.5 Preservation of product..............................................................................................................................................................34
7.4.5.1 Product handling.....................................................................................................................................................................34
7.4.5.2 Packaging....................................................................................................................................................................................35
7.4.5.3 Storage..........................................................................................................................................................................................35
7.4.5.4 Inventory.......................................................................................................................................................................................35
7.5 Control of Monitoring and Measuring Devices..........................................................................................................................35
7.5.1 Calibration.........................................................................................................................................................................................35
7.5.2 Calibration Records......................................................................................................................................................................36
7.5.3 Laboratory Requirements.........................................................................................................................................................36
7.5.3.1 External Laboratory................................................................................................................................................................36
PART2CHAPTER8:MEASUREMENT,ANALYSISANDIMPROVEMENT................................................................................................37
8.0 General............................................................................................................................................................................................................37
8.0.1 Statistical Tools...............................................................................................................................................................................37
8.1 Monitoring and Measurement Process.........................................................................................................................................38
8.1.1 Customer Satisfaction.................................................................................................................................................................38
8.1.2 Internal Audits..................................................................................................................................................................................38
8.1.2.1 Quality and Environmental Management System Audit....................................................................................39
8.1.2.2 Project Process Audit.............................................................................................................................................................40
8.1.2.3 Product Audit..............................................................................................................................................................................40
8.1.2.4 Internal Auditor Qualification............................................................................................................................................40
8.1.3 Monitoring and Measurement of Processes...................................................................................................................40
8.1.4 Monitoring and Measurement of Product........................................................................................................................41
8.1.4.1 Layout Inspection and Functional Testing.................................................................................................................41
8.1.4.2 Appearance Items...................................................................................................................................................................41
8.1.4.3 Evaluation of Compliance of Product...........................................................................................................................41
8.2 Control of Nonconforming Product..................................................................................................................................................42
8.2.1 General................................................................................................................................................................................................42
8.2.2 Control of Suspect Product......................................................................................................................................................42
8.2.3 Control of Reworked Installation...........................................................................................................................................43
8.2.4 Customer Information.................................................................................................................................................................43
8.2.5 Emergency Preparedness and Response........................................................................................................................43
8.3 Analysis of Data..........................................................................................................................................................................................44
8.4 Improvement................................................................................................................................................................................................44
8.4.1 Continual Improvement Process...........................................................................................................................................44
8.4.1.1 Process Improvement...........................................................................................................................................................44
8.4.2 Corrective Action............................................................................................................................................................................44
8.4.2.1 Problem Solving.......................................................................................................................................................................45
8.4.2.2 Error Proofing.............................................................................................................................................................................45
8.4.3 Preventive action...........................................................................................................................................................................45



4

PART 2 CHAPTER 4: QUALITY AND ENVIRONMENTAL MANAGEMENT SYSTEM
General
TheAEGroupQualityandEnvironmentandSafetyManagementSystemisaprocessbased
managementsystemwhichisdesignedtocontinuallyimprovetheeffectivenessandefficiency
oftheperformanceoftheAEGroupofcompaniesinordertodelivercustomerneedsandto
achievecompanyobjectives.
Theinterrelationoftheidentifiedprocessesandsub-processeswiththeQualityand
EnvironmentandSafetyManagementSystemisdefinedinpartIII-chapter4ofthismanual.
Thefollowingprocesseshavebeencategorisedin3groupsas:
I. Core Processes
1. Estimation
2. Contracting
3. Execution
II. Processes
1. ProjectDevelopmentandEngineering
2. ProjectManagementandInstallation
III. Supporting Processes
1. Management
2. QualityandEnvironmentandSafetyManagement
3. Procurement
4. Logistics
5. FinancialManagement
6. InformationTechnologyManagement
7. BusinessDevelopment
8. PublicRelations
9. HumanResources



5

4.1.1 Process Model
C
u
s
t
o
m
e
r

N
e
e
d
s

C
u
s
t
o
m
e
r

S
a
t
i
s
f
a
c
t
i
o
n

CORE PROCESSES
Estimation Contracting Execution
PROCESSES
Project
Development and
Engineering
Project
Management and
Installation
SUPPORTING PROCESSES
Quality, Environment and Safety Management
Management
Procurement
Logistics
Financial Management
Information Technology Management
Human Resources Management
Public Relations Management
Business Development


6

4.2 Management System Documentation Structure

The Quality, Environment and Safety Management System is established conform to the
requirements of the ISO 9001:2000 quality system standard, International ISO 14001
Environmental Management System and OHSAS 18001:2007 OH&S Management System
standards.
ThecorporateQuality,EnvironmentalandSafetyManagementSystemisapplicableforthe
entireAEGroupofcompaniesandconsistofthelevelsasshownbelow:
AE GROUP CORPORATE QUALITY ENVIRONMENT SAFETY DOCUMENTATION SYSTEM STRUCTURE
CUSTOMER REQUIREMENTS
INTERNATIONAL STANDARDS
SECTOR REQUIREMENTS AND CUSTOMER
SUPPORTING DOCUMENTS
GROUP
QUALITY,
ENVIRONMEN
T AND SAFETY
MANUAL
GROUP
PROCEDURES AND
DOCUMENTATION
COMPANY SPECIFIC
PROCEDURES
COMPANY SPECIFIC WORK
INSTRUCTIONS AND METHOD OF
STATEMENTS
COMPANY SPECIFIC DOCUMENTATION
LEVEL 1
LEVEL 2
LEVEL 5
LEVEL 4
LEVEL 3


7

4.3 Control of Documents
TheQuality,EnvironmentandSafetyManagementSystemdocumentationcanbecategorised
intothefollowinggroups:

I. Controlofinternalsystemrelateddocumentationanddata:
Manuals(Quality,EnvironmentandSafetyManual,ProjectQualityManual,etc...)
Procedures
Workinstructions
Documents(forms)
MethodofStatements
II. Controlofinternalservice,productandprocessrelateddocumentationanddata:
Serviceandproduct(vendor)relateddrawings
Serviceandproduct(vendor)relateddocumentation
Projectrelateddrawings
Projectrelateddocumentation(installationinspectioninstructions,...)
Engineeringspecifications(installationandtestspecifications,standards,...)
III. Controlofexternaldocumentationanddata:
Customerspecificsystemrelatedstandards
Customerspecificengineeringspecifications
Customerspecificcontractrelateddocuments
Qualitystandards(e.g.ISO,EN,DIN,...)
LegalEnvironmentandSafetyrelateddocumentation.
Thesedocumentscanbecontrolledinadigitalformatand/orhardcopy.

Theinternallycontrolleddocumentsaslistedinpoint1abovearereviewedandapprovedby
authorisedpersonnelpriortoissue.
Theapprovaloftheapplicabledocumentationisrecordedonthedocumentitselforonthe
specificdocumentmasterlist.
Quality,EnvironmentandSafetySystemdocumentationismadeavailabletoauthorisedusers
throughtheelectronicdatabaseorbymeansofhardcopies.
Controlledcopiesofobsoletedocumentsaredestroyedinordertoavoidunintendeduseand
theinvalidoriginaldocumentisarchivedandmaintainedatadedicatedlocation.Invalid
documentscanbearchivedbothinadigitalformataswellashardcopy.



8

Approvalofdocumentchangesiscarriedoutbythosefunctionswhichinitiallyapprovedthe
documentsconcerned.
Anappropriatebackupsystemforelectronicdocumentsisestablishedandimplemented.
Issueofchangeddocumentsiscarriedoutinthesamewayasfornewdocuments.
4.3.1 Customer Specific Documentation
The applicable customer specific system related standards and engineering specifications as
listedabovearereviewedanddistributedtotheresponsiblefunctionsforimplementation.
The applicable issue level of this customer specific documentation is reviewed at appropriate
intervalsbytheresponsiblefunctions.
Changedcustomerspecificdocumentsarecommunicatedtotheresponsiblefunctionsinorder
totimelyreviewthesechangeswithintheagreedtimeframe(businessdays).
Thepersonresponsibleforreviewisalsoresponsibleforassuringtheeffectiveimplementation
ofthesechanges.

4.4 Control of Records
Quality,EnvironmentandSafetyrecordsarethoseinformationcarrierswhichdemonstratethe
effectivenessandefficiencyofourQuality,EnvironmentalandSafetyManagementSystemand
thecompliancewiththeapplicableEnvironmentalandSafetyregulationsandobjectives.
Theresponsibilityforthefilingandmaintenanceofqualityrecordsisdefinedpertypeof
document.Ifrecordsarestoredinadigitalformat,anappropriatebackupprocedureis
establishedandimplemented.

Theretentionperiodisdefinedpertypeofdocumentandspecifiedinyear(s)unlessotherwise
stated.Theretentionperiodmustbeseenasaminimum.



9

PART 2 CHAPTER 5: MANAGEMENT RESPONSIBILITY
5.0 General
ManagementisresponsibletoensurethataneffectiveandefficientprocessbasedQuality,
EnvironmentalandSafetyManagementSystemisdeveloped,implementedandmaintained.
Efficiencyofthesystemisimprovedregardingtocustomerrequirements,legalrequirements
andinternalperformanceresults.
Theperformanceoftheapplicableprocessesisregularlyreviewedbymanagementinorderto
continuallyimprovetheeffectivenessandefficiencyoftheQuality,EnvironmentalandSafety
ManagementSystem.
5.1 Customer Focussed Management System

5.1.1 General
Todelivercustomerneedstobothinternalaswellasexternalcustomersisthecoreprocessof
theAEGroupofcompanies.
ProjectDevelopmentandEngineeringandEstimationprocessestaketheleadinthe
determinationofthecustomerrequirementsandthereviewprocesswhetherornotthese
requirementscanbemet.
Theeffectivenessofthisprocessismeasuredbymeansofthecustomersatisfactionas
describedinpartII-chapter5ofthismanual.
5.1.2 Environmental Aspects
TheapplicableEnvironmentalaspectswillbeidentifiedbymeansofaninitialenvironmental
assessmentwherebyallelementsrelatedtoourprocessesandproducts(vendor)are
consideredwhichcangointointeractionwiththeEnvironment.
TheEnvironmentalaspectsandapplicablelegalrequirementswhichhaveasignificantimpact
ontheenvironmentareusedasthebasisforthedevelopmentoftheenvironmentalobjectives
andtargets.
Thefollowingenvironmentalaspectshavetobeconsidered,asaminimum,bytheAEGroup:
Waste(e.g.paper,)
Energyconsumption
Useofhazardousmaterialsandpreparations
AllProcessesenvironmentalimpacts



10

Trendanalysesofthesignificantenvironmentalaspectsaremadeinordermeasurethe
effectivenessoftheimplementedactionsandtoprioritisefurtheractionsforcontinuous
improvement.
5.1.3 Legal and Other Requirements
Theresponsibilityfortheidentificationandeffectiveimplementationoftheapplicablelegaland
otherrequirementsisallocatedtotheenvironmentalandsafetyco-ordinatorswhichhasthe
requiredqualificationstoperformthesetasksincompliancewiththelocalregulations.AllAE
GroupofcompaniesareresponsibletoallocateanEnvironmentalandSafetycoordinatorfor
thefollow-upoflegal,ISO14001andOHSAS18001requirements.Thesecoordinatorsare
directlyresponsibletoTopManagementandhavethenecessaryauthoritytoinformcompany
workers,suppliers,sub-contractorsandcustomersaboutthechanges.
5.2 Quality, Environmental and Safety Policy
TheAEGroupQuality,EnvironmentalandSafetypolicyisdefinedbymanagementin
compliancewiththeoverallAEGrouppoliciesandobjectives,andtheexternalrequirements
(market,customer...)inordertocontinuouslydelivercustomerneeds.
EachAEGroupofCompanywilltranslatetheAEGroupQuality,EnvironmentalandSafetypolicy
intoacompanyspecificpolicywhichhastobereviewedforcompliancewiththeGrouppolicy
byGroupQualitypriortoissue.
5.2.1 Company Mission Statement
Thecompanymissionstatementgivespurposeandfocustotheday-to-daycontributionofthe
organisation.Themissionstatementhasaprominentplaceasthefoundationforthepeople
managementphilosophiesandprocedures.



11

AE Group Mission Statement:
AEGroupwantstoreflectaresponsiblecitizenshipinbusinessactivitiesaroundtheworld.We
aimforindependent,focusedandglobalgrowthoftheorganisation,withtheultimategoalof
makingmoremoneynowandinthefuture,byconcentratingitseffortsandresourceson
innovation,technologyandcontinuouslyimprovingourquality,service,performanceandprice
toensuredeliverytocustomersneeds.
AEGroupwillensureasafeandchallengingworkenvironmentinwhichemployeescan
contributeanddeveloptotheirfullestpotential.AEGroupis:
Independent:
Ensuringtheselffinancingcharacterandcontinuityofthecompany.
Focused:
AEGroupwillstaywithinitschosenfieldofoperation,innovating,developing,anddesigning
withinitsprovidedelectricalandmechanicalsolutions.
Globally Growing:
Theincreasingglobalisationofourclientsandmarketsrequiresatrulyinternationalgrowth
strategyforservices,processesandorganisationtoexploittheopportunitiesoffered.
Innovative:
Breakthroughsinresearch,productdevelopmentbythirdpartiesandmarketingtoensureour
futureandrealiseourgrowthpotential.
Continuously Improving Quality:

Weearncustomersatisfactionandloyaltybyconsistentlyandaccuratelydeliveringcustomer
needsatthefirsttime,justintime,infull,withcorrectanddevelopingprocessesandservices.
Environmentally Responsible:
Minimisingtheenvironmentalimpactofourprocessesandservices.

Continuously Improving Safety:
WearecommittedtoensureSafetypriortoallprocessesandtodevelopandtobeinconscious
thatnothingisimportantthenSafetyandSafetyrequirements.



12

5.2.2 AE Group Quality, Environmental and Safety Policy
AEGroupHeadOffice,thecorporateco-ordination,serviceandsupportheadquartersfortheAE
GroupofcompaniesiscommittedtocontinuallyimprovetheQuality,EnvironmentalandSafety
performancesoftheAEGroupofcompanies.
ItisthepolicyofourcompanythatthefunctionofQuality,EnvironmentalandSafety
ManagementexistsineachfunctiontothedegreenecessarytoensurethatAEGroupasa
wholewillstrivetobusinessexcellencethroughthefollowingobjectives:
Tocreateemployeeawarenessoftheimpactsoftheiractivitiesandperformanceson
theenvironment,safetyandthequalityofourprocessesandservicesthrough
communicationandactiveparticipationinQuality,EnvironmentalandSafety
Managementrelatedissues.
Todelivercustomerneedsatthefirsttime,justintime,infull,withcorrectand
developingprocessesandtoinvolvecustomersandsuppliersintheenvironmentaland
safetyaspectsofourproductsandprocessesinordertoenhancecustomersatisfaction.
Todevelopoursuppliersinordertocontinuallyimprovetheirperformancerelatedto
quality,safetyandenvironmentalissues,deliveryandservice.
Toimprovecontinuallytheeffectivenessandefficiencyofourprocessesandservicesin
ordertostrivetoZerodefects,EnvironmentalandSafetyandRightfirsttimewiththe
ultimategoaltoachievethecompanyobjectivesandcustomersatisfaction.
ToensurenecessaryresourcesforprovidingQuality,EnvironmentalandSafety
requirementsandtoreducetheconsumptionoftheseresources.
TocomplywiththeISO9001:2000QualitySystemrequirements,ISO14001:2004
EnvironmentalSystemrequirements,OHSAS18001:2007SafetyRequirementsandthe
specificcustomerrequirements.
Totakeintoconsiderationtheproductandservicesafetywithregardtoemployees,
customersandusers.
Tocomplywithlocalandinternationallegalandregulationsandsectorrequirementsin
everyprocessofwork.
Obligatetotakenecessarypreventiveactionsforsafetyandenvironmentalaccidents
andoccupationalillness.
Thesuitability,effectivenessandefficiencyoftheentireQuality,EnvironmentalandSafety
ManagementSystemwillbeperiodicallyreviewedbymanagementandupdatedaspartofour
continualimprovementprocess.



13

5.3 Quality, Environmental and Safety Management System Planning
5.3.1 Business Plan
TheAEGroupBoardannuallyorganisesathreedaysstrategicmeetingtoreviewthelongterm
strategyofAEGroup.
TheoutcomeofthismeetingistheframeworkfortheestablishmentoftheAEGroup
Objectivesforthecoming1to3years.
TheseobjectivesarereviewedanddiscussedwithAEGroupmanagementandcompany
managementstoreviewanddevelopthecompanyStrategicPlan.
TheAEGroupobjectivesarecommunicatedinwritingtocompanymanagements.

CompanymanagementsestablishaPerformancePlanaccordingtotheAEGroupObjectives
aCustomerSpecificRequirementsandLegalRequirements.
TheprogressversustheperformanceplanisreviewedquarterlyduringthecompanyBoard
meeting.
Deviationsfromtheperformanceplanareexplainedandrequiredactionsareestablishedin
caseofnegativedeviation.
Anewestimatefortherestoftheyearwillbepresented.
Thefinancialandprocessesperformanceplansaretranslatedintotargetswhichcanbe
physicallymeasured(KPI,PI)andtheperformanceversusthetargetismeasuredandreported
onaweeklybasis.
ObjectivesareestablishedperfunctionalresponsibleareabasedontheAEGroupobjectives
andspecificcustomerneeds.
Environmentalrelatedobjectivesandtargetsaredefinedbasedontheenvironmentalanalysis
andtheapplicableregulationsrelatedtoenvironmentalprotection.
Therequiredactivitiestobeperformedaredefinedbasedonthesignificanceoftheapplicable
environmentalaspect.
Safetyrelatedobjectivesandtargetsaredefinedbasedonriskassessmentsandfuturerisk
probabilitiesthatcanoccur.
RoadmapofHazardidentification,classificationandevaluationsaredefinedandspecifiedin
therelatedproceduresofthisQualityManual.
TheobjectivesaretranslatedintoKPIsandtheperformanceismonitoredthroughtheIQ
SystemandisreviewedquarterlybymanagementduringtheQuality,Environmentaland
SafetyManagementReviewmeetings.



14

5.3.2 Environmental and Safety Management Program
Therequiredactivitiestobeperformed,responsibilityallocationandtargetdatestoachievethe
definedenvironmentalandsafetyobjectivesarelaiddownintheenvironmentalandsafety
program.
Theeffectiveimplementationofthisprogramisregularlyreviewedbymanagementand
environmentalandsafetyapplicationsareupdatedaccordinglyregardingtonewproduct,
technology,serviceorprocessmodifications.
IntheexecutionofEnvironmentalandSafetyprogramme,EnvironmentalandSafetyaspects
thatarespecifiedbeforeexecution;arereviewedandevaluatedregardingtoeffectsofactions.
5.3.3 Hazard Identification, Risk Assessment and Determining Controls
Forallactions,forvisitorsandcompanyworkersthatareeligibletoreachourconstructionsites
andforcustomerorcompanybasedprobableemergencysituations,risksaredeterminedand
evaluatedandproceduresarereleasedforcontrollingandimplementationofpreventive
actions.
Intheseriskassessments;takenpreventiveactionsshould;
Beproactive,andeligibleforthestructureandtimingofemergencysituation
BecompensatewithSafetyManagementProgrammeandObjectives
Beeligibletocompaniescurrentsituation
Itisimportanttotakethenecessaryactionsontimeandinfull-effective.
ManagementRepresentativeandSafetyCommitteeareresponsibleforhazardidentification
andriskassessmentoperationsplanning,evaluationsandexecutionsasspecifiedinthis
Manual.
SafetyCommitteeisfreetodecidetheparticipationofworkerstothesestudiesandinformation
providedtoworkers.
5.4 Responsibility, Authority and Communication

5.4.1 General
ThefunctionalresponsibilitiesaredefinedintheorganisationchartofAEGroup.The
organisationchartofallofficesisreviewedandupdatedmonthlyandcommunicatedtoall
employees.



15

ThemanagementresponsibilitiesarelaiddownintheStatementoffunction.Theseare
reviewedwiththepersonnelconcernedandapprovedbythefunctionalresponsiblemanager.
5.4.2 Responsibility for Quality
ThepersonnelresponsibleforQualityareprovidedwiththerequiredauthoritytostopthe
installationincasetheapplicableproduct,process,environmentalorsafetyrequirementsare
notmet.
Theeffectiveimplementationoftherequiredactionsasaresultoftheinstallationstopmustbe
verifiedandapprovedbyQualitypriortorestartofinstallation.
Managementresponsibleforcorrectiveactionwillbeimmediatelyinformedandthe
effectivenessoftheagreedcorrectiveactionsisverifiedbyQuality.
TheresponsibilityforQualitywillbedelegatedtocompetentpersonnelinordertoachievethat
specifiedrequirementsaremetduringallshiftsofinstallation.
5.4.3 Management Representative
TheGroupDirectorforQuality,EnvironmentalandSafetyManagementisappointedtoperform
thedutiesofManagementRepresentativefortheAEGroup.
TheCompanyQualityManagerisappointedtoperformthedutiesofmanagement
representativefortheapplicableAEgroupcompanies.
Themanagementrepresentativehastheresponsibilityandauthorityto:
EnsurethattheQuality,EnvironmentalandSafetyManagementSystemisestablished,
implementedandmaintainedinaccordancewiththeISO9001:2000QualitySystem
standard,ISO14001:2004EnvironmentalManagementSystemandOHSAS18001:2007
OccupationalHealthandSafetyManagementstandards.
ReportontheperformanceoftheQuality,EnvironmentalandSafetyManagementSystemto
management
ContinuallyreviewandimprovethesuitabilityandeffectivenessoftheQuality,
EnvironmentalandSafetyManagementSystem.
5.4.4 Customer Representative
ProjectManagementandEngineeringandEstimationtakestheleadtoidentifythespecific
customerrequirementsandtocommunicatethesetothepersonnelinvolved.
Theeffectiveimplementationofthespecificcustomerrequirementsistheresponsibilityofthe
functionalresponsiblepersonsinthemultidisciplinaryprojectteam.



16

5.4.5 Communication
5.4.5.1 Internal Communication
ManagementisresponsibletocommunicatetheQuality,EnvironmentalandSafetyPolicy,
objectivesandanyotherQuality,EnvironmentalandSafetyrelatedissuesthroughoutthe
organisationinorderinformallemployeesinaneffectiveandappropriateway(topdown).
AllemployeesarerequestedandencouragedtotakeinitiativestoimplementapplicableQuality,
EnvironmentalandSafetyrelatedelementswithintheirareaofresponsibilitywhichwillbetaken
intoaccountduringthedevelopmentofproceduresandinstructions(bottomup).
Quality,EnvironmentalandSafetyManagementisresponsibletoprovideallemployeeswiththe
requireddatarelatedtotheperformanceoftheapplicableprocessesandtheeffectivenessof
theimplementedQuality,EnvironmentalandSafetyManagementSystem.
5.4.5.2 External Communication
Receipt,handlingandreplytoexternalinquiries(customers,suppliers...)areperformedbythe
Quality,EnvironmentalandSafetyManagementRepresentativeandProcurementManager.
Productrelatedenvironmentalaspectswhichwillhaveasignificantimpactontheenvironment
arecommunicatedtothemarkettroughproductleaflets.
Processrelatedenvironmentalaspectsarenotofsuchnaturetocommunicateexternallybutfor
safetyrequirements,allcustomers,visitor,sub-contractorsorsuppliersthatareincludedinour
constructionorworksitemustbeprovidedwithnecessarysafetyinformation.
5.5 Management Review
CompanymanagementreviewsthesuitabilityandeffectivenessofthecompanyQuality,
EnvironmentalandSafetyManagementSystemquarterly.

Thesereviewsmaybeincludedinstandardcompanymeetingsandfrequencymaybe
increasedifperformanceisnotsatisfactory.
Theagendaforthisreviewmeetingmustincludeoneormoreofthefollowingelements
wherebyeachelementisreviewedatleastonceperyear:
1. Quality,EnvironmentalandSafetyPolicy
2. Objectives
3. DocumentedQuality,EnvironmentalandSafetyManagementSystem
4. ResultsofInternalAudits



17

5. InternalNonconformities
6. FeedbackfromCustomer(complaints,customersatisfactiondata...)
7. SupplierQualityPerformance
8. ResultsofExternalAudits
9. HumanResourceManagement(training,competencies...)
10. ContinualImprovement(IQ,correctiveandpreventiveactions,environmentalandsafety
requirements...)
11. EnvironmentalandSafetyProgram.
12. CompliancewithApplicableEnvironmentalandSafetyRegulations.
Thedecisionsandrequiredactionsresultingfromthemanagementreviewmeetingwillbe
documentedandtheeffectiveimplementationwillbemonitoredandreviewedatthestartof
everymanagementreviewmeeting.
Thefinalconclusionwhetherornotthequalityelementreviewediseffectiveornoteffective
mustbeincludedinthemanagementreviewreport.



18

PART 2 CHAPTER 6: PROVISION OF RESOURCES
6.0 Provision of Resources

Thefinancialandpersonnelresourcestodevelop,implement,maintainandcontinuallyimprove
theQuality,EnvironmentalandSafetyManagementSystemareputinplaceinordertobeable
tomeetcustomerneedsandcompanyobjectives.

6.1 Human Resource Management
6.1.1 General

Theselectionprocessofnewemployeesisdoneonthebasisoftherequiredcompetenciesto
enablethemtoperformtherequiredtasksandtocontributetotheimplementationofthe
companyobjectivesinaneffectiveandefficientway.
Allcompetenciesrequiredfortheactivitiestobeperformedarelaiddowninthecompetence
matrixperfunctionwhichisalsothebasicinputforthedevelopmentofoverallthetrainingplan.
Asaresultofthisemployeesareprovidedwiththerequiredtraininginordertoenablethemto
performtheallocatedtasksandtoachievetherequiredobjectives.Personnelprovidedfor
Quality,EnvironmentalandSafetyissues;havetobetrainedontheseissues.
Theeffectivenessismeasuredbythefunctionalresponsiblemanagerandappropriateactions
aredefinedandimplementedifrequired.

6.1.2 Competence, Awareness and Training

Allemployeesareprovidedwiththerequiredinformationinordertoenablethemtoparticipate
inaneffectiveandco-operativewaytothedevelopmentandimplementationoftheQuality,
EnvironmentalandSafetyManagementSystemandtheachievementofthecompany
objectivesinordertobeabletodelivercustomerneeds.

6.1.2.1 Process Design Skills

AppropriateresourcesandfacilitiesareavailabletoprocessdesigninputsbyutilisingCAD
systems.
Thesesystemsarecompatiblewithcustomersystems.
Developmentengineershavetheappropriatequalificationtousetherequiredtechniquessuch
asgeometricdimensioningandtolerance,valueengineering,designofexperiments,FMEA,
finiteelementanalysis,...forspecificprojects.



19

6.1.2.2 Training

Therequiredtrainingneedsaredefinedbythefunctionalresponsiblemanagerandare
dependenton:
Competenciesrequired
Employeeperformanceappraisaldata
Companyobjectivestobeachieved
Customerspecificrequirements
Thetrainingactivitiestoperformarelaiddowninayearlytrainingplanandthetraining
activitiescarriedoutarerecorded.
Newemployeeswillgothroughanintroductionprogrammeinordertofamiliarisethemwiththe
applicablepolicies,proceduresandanyotherdocumentationrequiredtoperformtheirwork.

Thisisalsoapplicableforemployeeswhichareallocatedwithanynewtask.

6.1.2.3 Training Effectiveness

Theemployeeperformancewithinhisallocatedresponsibilityisthebasisforthisassessment
andisassessedbymeansof:
Jobperformanceappraisalbythefunctionalresponsiblemanager
Internalaudits
AchievementofQualityobjectives
Effectiveimplementationofcustomerspecificrequirements.

6.1.2.4 Employee Motivation, Empowerment and Satisfaction

Thesatisfaction,motivationandinvolvementofemployeesandtheirperceptionofour
organisationisamajorinputformanagementtostrivetocontinualimprovementofour
performance.
ThiswillbemeasuredinanindirectwaybymeansofKeyPerformanceIndicators(KPI)andin
adirectwaybymeansofanemployeesatisfactionsurvey.
1. KeyPerformanceIndicators(KPI).
1.1 Individualemployeedevelopmentasastrongsatisfierwhichincludes:
Training
Employeeparticipationintraining
Internalpromotion


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1.2 Employeesafetyandsecurityfeelingwhichincludes:
Accidentrate
1.3 Indirectindicatorforemployeedissatisfactionwhichincludes:
Absenteerate(lessthan30days)
Numberofemployeeswhoresignedspontaneously.
ThesekeyperformanceindicatorstodeterminetheemployeesatisfactionarelaiddowninIQS
manualHumanResourceManagementprocess-andaremonitoredthroughtheIQSreport.

2. EmployeeSatisfactionSurvey
Theemployeesatisfactionandawarenessinrelationtotheirjobperformanceismeasuredby
meansofanemployeesatisfactionsurvey.
ThismeasurementmaybeintegratedinthePerformanceManagementProcess(employee
performanceappraisal).
Theresultwillbeanalysedandreviewedbymanagementandappropriateactionswillbetaken
aspartofourcontinualimprovementprocess.
Thecontentofthequestionnaireaswellasthemeasurementfrequencyisadaptabletolocal
companyneedsasdecidedbymanagementduringthemanagementreviewmeetings.

6.2 Infrastructure
6.2.1 Project Planning

Theprocessesarelaiddowninaprocessflowchartanddiscussedintheprojectteam.
ProjectlayoutsaredevelopedbytheallocatedProjectTeamsbasedontheagreedprocessflow
chartincloseco-operationwithProjectengineering.

6.2.2 Contingency Plans

Thekeyprocessesandequipmentsaredefinedandappropriateactionsarelaiddowninthe
contingencyplaninordertoassurethedeliveriestocustomersincaseofemergency.

6.3 Work Environment
6.3.1 Personnel Health & Safety

TheresponsibilityforHealthandSafetyisallocatedtoaqualifiedSafetyEngineer(safety
coordinators).
HealthandSafetymeetingsareorganised,requiredactionsarerecordedandthe
effectivenessisreviewed.
TheresponsibilityforEnvironmentisallocatedtoaqualifiedEnvironmentalCo-ordinator.


21

Environmentmeetingsareorganised,requiredactionsarerecordedandtheeffectivenessis
reviewed.
Product,processandenvironmentalsafetywithregardtoemployees,customers,usersand
environmentareconsideredduringtheapplicablestagesofnewdevelopmentprojects.

6.3.2 Cleanliness

Theworkingenvironmentoftheentireorganisationiscontinuallyimprovedandmonitoredin
ordertoimproveourperformancewithregardto:
*Quality
*Safety
*Environment.
Thesystemappliedisdevelopedaccordingtotheprinciplesof5Smanagementaspartofour
continualimprovementprocess.



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PART 2 CHAPTER 7: PRODUCT AND SERVICE REALISATION
7.0 Project Management Planning
7.0.1 General

The Project Management System is attuned to client projects which are defined as projects
having a nomination to develop, estimate, contract, execute and supply services to a specific
customer. These project phases are simultaneously performed and the project performance is
monitoredbymeansofprojectmilestones.
However,otherprojectcategoriesmayfollow(subsetsof)thesamesystematicapproach.
Nominated projects are managed by the allocated Country Manager, Project Manager and
Multidisciplinaryprojectteam.Theresponsibilitiesarelaiddownintheprojectteammatrix.

The allocated Project Manager is responsible to manage the multidisciplinary team who will
executetheprojectandtoestablishandmaintaintheprojectplanning.
7.0.2 Project Review and Monitoring
The Project Manager is responsible to report the project status to the Country Manager by
meansoftheprojectplanningwhichincludestheprojectmilestones.
TheCountryManagerpresentstheprojectstatus:
Projectmilestones
Financialaspects
Hotspots
Duringthebi-weeklyOELPMandadecisiononthenextstepsismadeifrequired.
TheprojectstatusiscommunicatedthroughtheAEGroupMainOffice.

7.0.3 Quality Planning
Quality planning is done according to the ISO 9001:2000, ISO 14001:2004 and OHSAS
18001:2007relatedHealthandSafetyrequirementswhichareincludedintheprojectplanning.
FailureModeandEffectAnalysiscarriedoutduringbothproductandservicedevelopmentas
well as process development are used as a preventive tool to define the KPCs to be
controlled and the error proofing techniques to be installed in order to achieve a controlled
process.



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Corrective actions resulting from an FMEA are required for Risk Priority Numbers > 100 unless
otherwisespecifiedbythecustomer.
FMEAsarecontinuouslyreviewedandupdatedinordertocontinuallyimprovetheprocessand
servicequalityinordertostrivetoZerodefects.
7.0.4 Confidentiality

Appropriate measures are taken to prevent project related products and documentation from
unintendedusesuchas:
filingofdrawings,specifications,...atappropriatelocations
destructionofobsoletedrawings
storageofcustomerownedmeans(drawings,products,...)atappropriatelocations
Specificconfidentialityagreementsforemployees,suppliersandvisitors.
Accesstospecificareasforauthorisedpersonnelonly
...

7.0.5 Project Change Control

All proposed changes related to the project are reviewed by the responsible project team and
agreedwiththecustomerpriortoinstallation.

7.1 Customer Related Processes
7.1.1 Determination of Requirements Related to the Product and Service

Project Development, Engineering and Estimation department is responsible for the
determination of the Customer Specific Requirements (CSR) related to the product, service or
projectandfortheco-ordinationofthereviewactivitieswhetherornottheserequirementscan
bemet.
Theseactivitiesareclearlydefinedforthefollowingphases:
1. RequestforQuotation(RFQ)
2. Quotationuptonomination
3. Nomination
4. Contractamendments.



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7.1.2 Review of Requirements Related to the Product and Service

RequestsforquotationsarereceivedbytheContractingresponsiblefunction,whichchecksthe
completenessofthepackageandlaunchesaContractingProjectsheet.
The Group Board approves the RFQ. The Contracting team will work out proposals and the
quotation package will be prepared by the responsible Contracting function. After approval by
theContractingDirector,aquotationismadetothecustomer.
Upon nomination, the responsible Contracting function will verify the nomination against the
latest offer and discuss with the customer deviations which may exist - till agreement is
reached.

ThereviewoftheSpecificCustomerRequirementsrelatedtotheprojectandtheenvironmental
andsafetyaspectsrelatedtotheproductconcernedisincludedinthecontractreviewprocess.
Theprojectmanagerisresponsibleforadherencetospecificcustomerrequirements.
Change requests issued by the customer or by the team are communicated through the
responsiblecontractingfunction,projectdevelopment,engineeringandestimationfunction,the
residentengineerortheProjectManagertotheprojectteam.
All changes will be properly investigated and change consequences are discussed with the
customerbytheContractingandProjectDevelopment,EngineeringandEstimationfunction.
7.1.2.1 Installation Feasibility Review
Feasibility Reviews including risk analysis are carried out during the different project phasesin
order to assure that the specified requirements can be met under installation conditions using
thededicatedinstallationproductsandequipment.Feasibilityreviewdataarerecorded.

7.1.3 Customer Communication

Project Manager is responsible for the communication with customers for ongoing projects in
closeco-operationwiththecustomerdedicatedresidentengineerandprojectleader.
Installation teams are equipped with the required customer compatible systems to
communicateproductdatainthecustomerspecifiedformat.
Communicationwithcustomerisdoneinthecustomerspecifiedlanguage.



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7.2 Engineering Design and Development
Theengineeringdesignanddevelopmentprocessissplitintodifferentcustomer/market
orientateddesignanddevelopmentgroups.
Access to external research and development facilities should be organised for specific
applications.
Theactivitiesforthe engineeringdesignand developmentofnewproductsorservicesornew

technologiesarecarriedoutbyadedicated designand developmentteamwhichismanaged
bythenominateddesignanddevelopmentteamleader.
This also includes the identification of thesignificant environmental and safety aspects related
to the engineering issue concerned which will be considered during the engineering design
processifapplicable.
Simultaneously with engineering development, project engineering will start to develop the
proposedprocessflow.
This information will be used as input to establish the process list for the required equipment,
testequipment,materialsandmachines.
Processeswillbedevelopedinlinewithlocalsafetyandenvironmentalregulations.

7.2.1 Engineering Design and Development Planning

The required engineering development activities are laid down in the project planning per
project by the nominated Project Manager. The customer specific milestones are included in
theplanning.

7.2.2 Engineering Design and Development Input
7.2.2.1 Engineering Design Input
Theprojectdefinitionisbasedona"developmenttarget"asdefinedbythecustomer.
If the customer does not present a "development target", it is the responsibility of AE Group to
establishaengineeringdesignspecificationasinputfortheengineeringdevelopmentprocess.

The identified environmental and safety aspects related to the engineering development are
includedintheengineeringdesignspecification.



26

Thereliabilityobjectivesareincludedinthecustomertargetspecificationorintheengineering
designspecificationestablishedbyAEGroup.
Information from previous designs (FMEA, testing data, engineering changes...) and product
performance data (warranties ...) are used to continually improve our engineering design
activities.
7.2.2.2 Installation Process Design Input

Engineeringdevelopmentprovidesinstallationengineeringwiththerequireddatasuchas
engineeringspecification,FMEA...inordertobeabletodesignaprocesswhichiscapableto
reproducethedesignspecifications.
Additionally,informationfromClientsandinstallationofsimilardesignsisusedasinputforthe
developmentoftools,equipmentsandnewtechnologies.
7.2.3 Engineering Design and Development Output

7.2.3.1 Engineering Design Output

Thedesignoutputisdocumentedintechnicalreportswhicharereviewedwiththecustomerin
ordertoverifywhetherornottheoutputmeetstheinputrequirements.
The final design output is defined on drawings which are processed by the project team
responsibleC.A.D.developmentengineers.
7.2.3.2 Installation Process Design Output

Theprocessdesignoutputisdocumentedondrawings,specifications;processFMEA,mistake
proofingtechniques...

7.2.4 Design and Development Review

Both internal as well as external (customer) design review activities are carried out during the
productdevelopmentphaseatafrequencywhichisappropriatefortheproductconcerned.
Designreviewmeetingsaredocumentedandrequiredactionsarereviewed.
7.2.5 Engineering Design and Development Verification

7.2.5.1 Engineering Design Verification
Design verifications are planned and carried out by the Project Development and Engineering
department during the development process according to internal as well as customer
specifications.


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The different types of engineering verifications are laid down in the scope of the specific
engineeringdepartment.Verificationresultsaredocumentedandreviewedwith thecustomerif
required.

7.2.5.2 Installation Process Design Verification

Processdesignverificationsareplannedandcarriedoutregularlyduringtheprojectinstallation
process.

7.2.6 Engineering Design and Development Validation
7.2.6.1 Engineering Design Validation
EngineeringDesignvalidationistheoutputoftheEngineeringdesignverificationprocess.
Design validation activities are planned and executed according to specific customer
requirements,contractualrequirementsandinternationalstandards.

7.2.6.2 Product Approval Process

The production part approval process will be carried out according to the ISO 9001:2000
requirements and applicable customer specific requirements for supplier manufacturing
processes.

7.2.7 Control of Design and Development Changes
The need for an engineering change can be indicated by anybody within AE Group as well as
ourcustomerandsuppliersforallproducts.
Theengineeringchangeprocessiscontrolledbytheresponsibleprojectdevelopmentteamin
closeco-operationwiththeresponsiblecompany.
The change consequences are investigated and documented in an appropriate way by the
functionsinvolved.
Engineeringchangeapprovalbycustomerisrequiredpriortoinstallation.

7.3 Purchasing
7.3.1 Purchasing Process

Productspecificmaterialsandpartsandproductspecificequipmentandengineeringspecific
materialswillbepurchasedfrom"AEGroupapprovedsuppliers".
Theactivitiesrelatedtosupplierselection,contractnegotiationandsupplierperformance
monitoringfordirectmaterialsandequipmentsarecarriedoutbytheresponsiblebuyer.



28

Specifications of materials and equipments to be used for the installation of products are
reviewedbythesupplierinordertoverifythecompliancetothe Environmental,Safetyandany
otherapplicablerequirement.
Withintheselectionprocessofnewsuppliers,wecanrecognisethefollowinggroups:
Thesupplierisalreadyapreferredsupplierofourcustomerforthedeliveryofproducts.
Newsupplier.

Potentialsuppliersareselectedonthebasisof:
Quality,EnvironmentandSafetyManagement
Performance
Price
Theperformanceandpricerequirementsareassessedatthesupplierbymeansofacompany
visitand/orsupplierassessmentaccordingtotheselfassessmentquestionnaireforsuppliers.
The selection of new suppliers of their ability to meet our Quality, Environmental and Safety
requirementswillbecarriedoutasfollows:
Reviewofthirdpartycertificates(ISO9000,ISO14001andOHSAS18001)
Customerapprovalsalreadyachievedbythesupplier
QualityprocessauditcarriedoutatthesupplierbyAEGroup.
Thesupplierqualityrequirementsarelaiddowninthesupplierqualitymanual.
The supplier performance is evaluated according to the AE Group consolidated vendor rating
systemonthebasisof:
Productqualityperformance
Deliveryperformance
Servicerating
Quarterly and the performance results are documented and communicated to the supplier
concernedforcorrectiveactionpurposes.



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7.3.2 Supplier Development
7.3.2.1 General

Allkeydirectmaterialsuppliersarerequiredtodevelopandimplementaqualitymanagement
systemincompliancewithISO9001andtheyhavetodemonstratethatISO9001certification
hasbeenachievedorthatacertificationprogramexists.
Thesesuppliersarerequiredtofurtherdeveloptheirqualitymanagementsystemandwewill
providethemwiththerequiredassistancedependentontheircurrentperformancetoachieve
thisobjective.
Keydirectmaterialsupplierswhichdonothaveanyplanstocertifytheirqualitymanagement
systemaccordingtoISO9001willbeauditedbyAEGroupandthecompliancetoISO9001
mustbedemonstratedasaminimumforthesuppliertoremainonthelistofapproved
suppliers.
AnimprovementplantoobtainISO9001certificationwillbedevelopedwiththesesuppliersand
certificationobjectiveswillbedefined.
Keydirectmaterialsupplierswhicharenotwillingtoimprovetheirqualitymanagementsystem
towardsISO9001andwhoarenotwillingtoachieveISO9001certificationwillbeputonnew
businessholdandwillberejectedoncealternativesuppliershavebeenfound.
7.3.2.2 Supplier Development for Ongoing Project

SupplierdevelopmentactivitiesarecarriedoutbytheAEGroupcompanysupplierdevelopment
functionincloseco-operationwiththeresponsiblebuyingfunction.
Thesupplierdevelopmentactivitiesaredependentontheimportanceofthematerialorpartto
bepurchasedandtheactualsupplierperformance.

Suppliers are encouraged to work according to agreed methods and standards in order to
preventnonconformitieswiththeintentiontoreleasepurchasedmaterials and parts in our
companieswithoutreceivinginspection.

In case a supplier is not ISO 9001 or ISO 14001 certified, the responsible person for supplier
developmentwillprovidetherequiredassistancetothesupplierinordertoobtaintherequired
documentationtoachievethecustomerspecificrequirements.
7.3.2.3 Supplier Development for New Projects
Asupplierdevelopmentengineerwillbenominatedfornewprojectsinordertoassurethatthe
supplier quality and delivery performance is in compliance with the project related objectives.


30

This person is member of the project team and will co-ordinate the required activities from
projectstartuptillprojectvalidationapprovalbythecustomer.

7.3.3 Purchasing Information
Thepurchasespecificationsforproductrelatedgoodsaredefinedby:
Materialspecification
Drawing
Approvalprocessrequirements
Quality,EnvironmentalandSafetyrequirements
Packaging
Andanyotherapplicablecustomerspecificrequirement.
7.3.4 Verification of Purchased Product

7.3.4.1 Incoming Product Quality
AEGroupwillverifytheproductQualityatthesupplierslocationifnecessaryaspartof:
Thesupplierdevelopmentprocess
Reviewoftheeffectivenessofcorrectiveactions
Launchesofnewproducts.
The customer of AE Group products has the right to verify at the supplier premises that
purchasedmaterialsandcomponentsareconformtospecifiedrequirements.
Receivinginspectionofpurchasedmaterialsandpartsiscarriedoutaccordingtotheapplicable
inspectioninstructionswhicharederivedfromthegenericcontrolplan.
Receivinginspectiondataaredocumentedandgoodsareappropriatelyidentified.
It is the responsibility of the supplier to deliver materials and parts to AE Group in accordance
with the specified requirements. Suppliers are encouraged to work with AE Group to mutually
agreedmethodsandstandardsinordertopreventpotentialdeficienciesandrejections.

Therefore, it is the responsibility of the supplier to demonstrate that the required quality is
achieved with the ultimate goal to move emphasis from defect detection to defect prevention
whichwillenableustopurchasematerialsandproductswithoutreceivinginspection.



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7.3.4.2 Supplier Monitoring

Suppliersareprovidedwithappropriateplanninginformationandtargetsinordertobeableto
deliver100%ontimeandinfull.
Thiskeymeasurableisincludedinthemanagementreportandismonitoredweeklyinorderto
establishandimplementtherequiredcorrectiveactions.
The effectiveness of these corrective actions is followed up by the responsible function which
alsoincludesthereviewoftherequiredcoststoachievetheobjectives.

7.4 Installation and Service
7.4.1 Control of Installation and Service

TherequiredQualityassuranceactivitiestobecarriedouttoachieveacontrolledprocessand
theactivitiesrelatedtotheachievementoftheidentifiedenvironmentalandsafetyaspectsare
laiddownintheITP,Qualityplanorspecificcontrolplanforaproductorgroupofproducts.

Operators are provided with the required means to verify their own work and correct the
process in case of out of control conditions. The criteria for workmanship are laid down by
meansofvisualaidssuchaspicturesandrepresentativesamples.
The process parameters to be monitored in order to achieve a controlled process are defined
andrecordedifnecessary.

7.4.1.1 Work Instructions

Processesareunderoperationselfcontrolandoperatorsareprovidedwiththerequiredwork
instructionsto:
Technicallycontroltheprocesstheyareresponsiblefor
ControltheprocessandproductrelatedEnvironmentalandSafetyaspects
Recordtheprocessoutputdata
Verifywhetherornottheprocessoutputmeetsspecifiedrequirements
Correcttheprocessincaseofoutofcontrolconditions.
TheseinstructionsarederivedfromthegenericQualityplanand/orcontrolplan.
Visualaidsandrepresentativesamplesareavailableattheplaceofoperationifnecessaryto
achievetherequiredQuality,EnvironmentalandSafetytargets.

7.4.1.2 Preventive and Predictive Maintenance
Acomprehensivepreventivemaintenancesystemhasbeenimplementedforallprocessesand
equipmentthroughthecompanywithspecialfocustokeyprocessesandequipment.


32

Keyprocesscharacteristicsareidentifiedandmonitoredforpredictivemaintenancepurposes.
Qualifiedpersonnelisavailabletocarryouttherequiredtasksandpreventivemaintenancedata
arerecorded,monitoredandusedforcontinuousimprovementpurposes.
7.4.1.3 Management of Installation Equipment
Project related tools and testing equipments are designed or purchased based on inputs
receivedfromprojectdevelopment,qualityandprojectteammeetings.

7.4.1.4 Project Scheduling
Projects are scheduled according to customer specific order requirements in order to achieve
100%deliveryontimeandinfull.
Thedeliveryperformanceiscontinuouslymonitoredinordertomeasuretheeffectivenessofthe
productionschedulingprocessandtoimplementtherequiredcorrectiveactions

7.4.2 Installation Process Validation

Thecapabilityofinstallationmachines,materialsandtoolsisverifiedatthemachine,material,
toolingsupplierpriortoinstallationoftheequipmentintheallocatedprojectcompany.
Projectengineeringisresponsibletoperformtheprocessvalidationincloseco-operationwith
supplierproductionafterinstallationoftheequipmentatthesupplierproductionplant.
Thevalidationcriteriaaredefineddependentonthetypeofprocessandcanbecategorisedin
thefollowinggroups:
Installationprocessequipment
Machines,tools,...
Documentation
Drawings,FMEA,controlplan,...
Materials
Partsapproval,materialhandling,...
Maintenance
Operationmanual,spareparts,preventivemaintenanceplan,...
Personnel
Operatortraining,...
Specialattentionwillbepaidonthedeterminationofkeyprocesscharacteristicstocontrol
specialprocessessuchasinstallationofelectronicequipments.



33

7.4.3 Identification and Traceability
7.4.3.1 Identification

Products and/or batches are appropriately identified from receipt and during all stages of
productionuptodeliveryofinstallation.
Batchidentificationwillbeappliedfor:
Purchasedmaterialsandcomponents
Storageoffinalproduct.
Productidentificationwillbeappliedfor:
Samplesandtests
Finalproductinordertocomplywithlegalrequirementsandassuretraceability
Safetyproducts.
Productsandmaterialsreleasedforurgentinstallationpurposeswherebytherequired
inspectionandtestshavenotbeencompletedyetareidentifiedinaspecificwayinorderto
tracebacktheseproductsifrequired.

7.4.3.2 Inspection and Test Status

Theinspectionandteststatusofproductsand/orbatchesareidentifiedbymeansofthe
designatedlabel,dependentonthetypeofproductand/ortest,aftercompletionofaspecific
operationpriortothedeliveryofgoodstothenextoperation.

Allproductsand/orbatchesforwhichthecheckingactivitiesareongoingorpartlyperformed
areidentifiedwitha"holdlabel".
Productsandmaterialsreleasedforurgentproductionpurposesbeforetherequiredinspection
andtestsarecarriedoutwillbeidentifiedinanappropriatewayinordertotracebackthe
productsconcerned.
However,approvaloftheseproductshastobeobtainedbeforedeliverytocustomer.
Allproductsand/orbatcheswhichdonotcomplywithspecifiedrequirementsareidentifiedby
a"rejectlabel".



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7.4.3.3 Traceability

Traceabilitytomaterialcertificates,inspectionandtestresults,productiondata,andproduct
engineeringlevel...isassuredinorderto:
Meetproductandinstallationreliabilitytargetsandavoidpotentialrisksasidentifiedduring
theengineeringdevelopmentprocess
Meetspecificcustomerrequirementswithregardtotraceability.
Complywithlegalrequirements(CE,locallegalrequirements,producthomologation...).
Thetypeoftraceabilitysystemtobeappliedisproductdependent.

7.4.4 Customer Property
7.4.4.1 Customer Supplied Products

Customerownedproductsorequipmentsincludethefollowing:
Materialandpartsfortheinstallationofproducts
Returnablecustomerpackaging
Testingequipments.
Theseproductsarehandledasagreedwiththecustomerandpotentialdiscrepancieswith
regardtothoseproductsduringproductionorusagearerecordedandcommunicatedwiththe
customerforcorrectiveactionpurposes.

7.4.4.2 Customer-owned packaging

Thecustomerspecificstandardsforpackagingandidentificationarereviewedduringthe
projectreviewofnewprojects.Theprojectteamhastoensurethatthecustomerrequirements
aremet.

7.4.5 Preservation of product

Thematerialflowthroughtheentirelogisticalchainofsupplierproductmanufacturingupto
deliveryofthefinalproducttothecustomerisclearlydefinedandsuitableandeffective
methodsareappliedinordertoavoidpotentialproductdamageordeterioration.
7.4.5.1 Product handling
Thehandlingmethodsappliedarededicatedtothetypeofproduct.



35

7.4.5.2 Packaging

Purchasedmaterialsandpartsarepackedasagreedwiththesupplier.
Appropriate packaging methods are developed in compliance with applicable standards,

environmentalandsafetyrequirementspertypeofproduct.

7.4.5.3 Storage

Materials and products are appropriately identified and stored in a safe an organised way at
designatedareas.

7.4.5.4 Inventory

Aneffectiveinventorymanagementsystemhasbeenimplementedwhichincludes:
Inventoryturnsovertimetoassurestockrotation
Firstin-Firstouttocontrolthesuppliermanufacturingprocessandassuretraceability
Controlofobsoleteandnonconformingproducts.

7.5 Control of Monitoring and Measuring Devices
7.5.1 Calibration

Theapplicableinspection,measuringandtestequipmentisidentifiedandcalibratedaccording
to specific calibration methods in order to provide confidence in decisions and actions based
onmeasureddataofinspectionandtestactivities.
Inspection, measuring and test equipment is calibrated prior to use, either by the qualified in-
house laboratory, a qualified commercial independent laboratory or the manufacturer
calibrationservicesandthisatprescribedintervals.
The frequency of calibration is dependent on the type of equipment, the environmental

conditionsofuseandthecalibrationdata.Itisalsodependentonthecontractualrequirements
specifictocustomer.

Every user of equipment is responsible for the daily maintenance and will inform the quality
departmentimmediatelyincaseofanydoubtabouttherightfunctioningofthisequipment.
Allcalibrationrecordsshouldbekeptandmaybesharedwiththecustomerasdemanded.



36

7.5.2 Calibration Records

Calibration data are recorded on the specific equipment chart and contains actual readings in
ordertomeasuretheactualvariationandequipmentdeterioration.
Measuring andtest equipment used for installation testing is recorded in order to evaluate the
validityofcompletedtestworkincasethatmeasuringandtestequipmentisfoundtobeoutside
therequiredcalibrationlimits.
Thetestworkperformedwitheachtypeofmeasuringandtestequipmentisalsorecordedona
testequipmenthistorychart.
Dependingontheoccurreddeviations,thecustomerwillbeinformedandthepartswillbe
returned,ifrequired,bythecustomer.

7.5.3 Laboratory Requirements
7.5.3.1 External Laboratory
ExternallaboratoryfacilitieswillbeusedfortestswhichcannotbeexecutedwithintheAEGroup
ofcompanies.
Theexternallaboratoriesusedwillhaveachievedtherequiredaccreditationifrequiredbythe
customer.
Calibration of inspection, measuring and test equipment is carried out in house according to
instructions within its scope of calibration of in-house equipment, except for equipment
calibratedbyanexternalsource.



37

PART 2 CHAPTER 8: MEASUREMENT, ANALYSIS AND IMPROVEMENT
8.0 General
Alltestingworkcarriedoutduringtheprojectdevelopmentprocessisperformedinaccordance
withspecifictestspecificationswhichmeetspecificcustomerrequirements.
Therequiredinspectionsandteststobecarriedoutduringsupplierproductionaredefinedand
laiddownintheapplicableinspectioninstructionswhicharederivedfromthegenericQuality
planand/orcontrolplanorITPs.
Theidentifiedkeycharacteristicswhichcanhaveanimpactontheenvironmentandsafetyare
measuredandrecordedinordertomeettheEnvironmentalandsafetyobjectivesand
applicablelegalrequirements.ThesecharacteristicswillbeincludedintheIQSsystemandthe
targetstobeachievedarereviewedyearly.
Thekeycharacteristicstobecontrolledaredependentof:
Processes
Products
Legalrequirements.
Acceptancecriteriaforattributiveinspectionsandtestsarezerodefects.
8.0.1 Statistical Tools
Theneedtoapplystatisticalmethodsisdefinedandisdependenton:
Typeofprocessandriskanalysis
Processperformance(capability,PPM,...)
Improvementprogrammes.
Methods aslaid down inthe applicable customerspecific documentation are used in order to
meetcustomerrequirements.
However, efforts are taken to harmonise the applied statistical methods in order to achieve a
commonunderstandingandincreasetheeffectiveness.
Thestatisticalmethodstobeappliedareplannedwithintheframeworkofproject planning
duringallphasesoftheprojectconcerned.
General training courses and/or dedicated workshops are organised to provide the personnel
withtherequiredknowledgetoapplytherequiredstatisticaltools.


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8.1 Monitoring and Measurement Process
8.1.1 Customer Satisfaction
The customer satisfaction of both external as well as internal customers and suppliers are
measuredbymeansofidentifiedKPIs(KeyPerformanceIndicators)suchas:
Defectdata
warrantyreturns
customercomplaints
feedbackinformationreceivedfromcustomers
customerproduct/processaudits
deliveryperformancetocustomers
projectrelatedKPIs

The KPIs to be taken into account to determine the customer satisfaction may be adapted by
theAEGroupinlinewithspecificcustomerrequirements.
The customer satisfaction performance is monitored through the IQS system and is quarterly
reviewedduringthemanagementreviewmeetings.
8.1.2 Internal Audits
Allidentifiedprocesses,activitiesandshiftsareinternallyauditedandevaluatedonaregular
basisinordertodeterminetheeffectivenessoftheQuality,EnvironmentalandSafety
ManagementSystemandtodefinefurtheropportunitiesforimprovement.
Auditsarecarriedoutaccordingtothefrequencyaslaiddownintheinternalauditplan.
Thefrequencywillbeincreasedforspecificprocesses,activitiesandproductsincasethe
specifiedrequirementsarenotmetorifprocessesarenotcontrolled.
TheinternalQuality,EnvironmentalandSafetyauditsystemconsistsofthefollowingtypesof
audits:
InternalQualitysystemaudits-seepoint8.2.2.1
InternalEnvironmentalsystemaudits-seepoint8.2.2.1
InternalSafetysystemauditsseepoint8.2.2.1
Projectprocessaudits-seepoint8.2.2.2
Productaudits-seepoint8.2.2.3
5Smanagementaudits.
Internalsafetyaudits.


39

InternalEnvironmentalandSafety(legalrequirements)audit.
Internalauditreportsarereviewedandapprovedbycompanymanagement.
Auditfindings,conclusionsandrecommendationslaiddownintheinternalauditreportare
usedformanagementreviewpurposes.
Thefunctionalresponsiblemanageroftheactivity/process/productauditedisresponsibleto
establishandimplementtherequiredcorrectiveactionswithinareasonabletimeschemein
agreementwiththeinternalauditor.
Immediatecontainmentactionshavetobeimplementedforcriticaldeviationsfoundwhichmay
resultin:
Deliveryofnonconformingproductstothecustomer
SevereconsequencesfortheEnvironmentalprotection
Unsafeworkingenvironment.
Theeffectivenessoftheimplementedcorrectiveactionsisverifiedbytheinternalauditor.
8.1.2.1 Quality and Environmental Management System Audit
AcompleteQualityManagementSystemauditandEnvironmentalManagementSystemaudit
willbecarriedoutatleastonceperyearaslaiddownintheinternalauditplan.
Theseauditswillbecarriedoutaccordingtothefollowingstandardswhichareapplicablefor
theAEGroupCompanyaudited:
QualityManagementSystem:
ISO9001:2000
EnvironmentalManagementSystem:
ISO14001:2004
SafetyManagementSystem:
OHSAS18001:2007
TheresponsibilitytocarryoutaninternalauditinanAEGroupcompanywillbeallocatedtoa
QualityManagerofanotherAEgroupcompanyinordertoassuretheindependence.
ThisQualityManagerwillhavetherequiredinternalauditorqualification.


40

8.1.2.2 Project Process Audit

Eachinstallationprocesswillbeauditedaslaiddownintheauditplan
Thefrequencyisdependentontheprocessperformanceandthecustomerspecific
requirements.
8.1.2.3 Product Audit
Productauditsarecarriedouttoverifyconformancetospecifiedrequirementsasappropriate.
Thefrequencyisdependentonthetypeofproductandthecustomerspecificrequirements.
8.1.2.4 Internal Auditor Qualification
Theinternalauditorsarequalifiedforthetypeofaudittobecarriedoutandwillhaveatleastthe
followingqualificationprofile:
Trainedinauditingbymeansofexternaland/orinternalauditorcourses
Knowledgeandunderstandingoftheapplicablestandardsdependentonthetypeofaudit
andapplicablecustomerspecificrequirements
Experienceinqualitymanagementandqualitytechniques
Experienceinenvironmentalandsafetymanagementandapplicableregulations
Performsregularlyinternalaudits
Goodanalyticalskills.
8.1.3 Monitoring and Measurement of Processes
TheeffectivenessoftheQuality,EnvironmentalandSafetyManagementsystemismeasuredby
means of the identified KPIs as laid down in the IQS manual. To specify the authority for
responsible for review and follow-up of non-conformities, start and end of corrective and
preventive actions; are mentioned in related procedures and manuals. Legal requirements are
eligibleforallactionsperformed.Inanysituation,incidentevaluationisperformedregardingto
safetyprocedures.
Review of the IQS performance and actions required is included in the quarterly company
management review meetings. Review of the eligible legal requirements is also included in
thesemeetings.



41

8.1.4 Monitoring and Measurement of Product
Receivinginspectionofpurchasedmaterialsandpartsiscarriedoutaccordingtotheapplicable
inspectioninstructionswhicharederivedfromthegeneric/productrelatequalityplanand/or
controlplan.
Receivinginspectiondataaredocumentedandgoodsareappropriatelyidentified.
Inspectionandtestsduringinstallationarecarriedoutbyboththeoperatoraswellasthe
responsiblequalityfunctionaccordingtoapplicableinspectionsinstructions.
Theeffectivenessoftheinspectionsandtestscarriedoutisreviewedpriortoshipmentofgoods
inordertodeterminewhetherornotallrequiredactivitiesfromreceiptandduringprocessas
definedinthegenericqualityplanand/orcontrolplanaresuccessfullyperformed.
Onlydatawhicharenecessarytodemonstratethecompliancetospecifiedrequirementsand
whichcontributetoourprocessofcontinualimprovementarerecordedinanappropriateway
(manually,electronically).
Controlchartsareonlyusedtocontrolkeycharacteristics,keyprocesses,unstableandnot
capableprocessesandforcontinualprocessimprovement.
8.1.4.1 Layout Inspection and Functional Testing
Thefrequencyforlayoutinspectionandfunctionaltestingisdependentonthetypeofproduct
andthespecificcustomerrequirements.
Theplannedactivitiesarelaiddowninthespecificcontrolplanandthefrequencyisreviewedin
linewiththequalityperformanceinclosecoordinationwiththeresponsiblesupplier.
8.1.4.2 Appearance Items
Processesproducingproductsdesignatedasappearanceitemareperformedindedicated
areaswhichhaveappropriateresourcesandmeanstoachievetherequiredquality.
Appearanceitemscanvisuallybeinspected.
8.1.4.3 Evaluation of Compliance of Product
Theapplicablelegalrequirementsrelatedtotheproductareregularlyreviewedbyaqualified
personandtheeffectiveimplementationoftheserequirementswillbeperiodicallyevaluated.



42

8.2 Control of Nonconforming Product
8.2.1 General
Productswhicharenotconformingspecifiedrequirementsareidentified,documentedand
evaluatedtoavoidunintendeduseduringprocessing,installationand/ordelivery.
Environmentalandsafetyincidentsareidentified,documented,evaluatedandcommunicated
tothepersonnelinvolvedandresponsiblefunctionforcorrection.
Appropriatecontainmentactionswillbetakeninordertoavoidthatnonconformingproducts
willbeshippedtotheinternalcompanyorthatnonconformitiesand/orenvironmentalorsafety
incidentswillhaveanimpactontheenvironmentalorsafetyprotection.
Nonconformitiesarecategorisedintothefollowinggroups:
Internalnonconformingproducts.
Thesearenonconformingproductsdetectedbeforedeliverytothecompanyordeviations
fromenvironmentalprotectionmeasureswhichincludes:
a. purchasedmaterialsandparts
b. prototypesandsamples
c. installationpartsandassemblies
Externalnonconformingproducts.
Thesearenonconformingproductsdetectedafterdeliverytothecompanywhichincludes:
a. customercomplaints
b. Deviationsofthedefinedenvironmentalandsafetyprotectionsmeasures.
Theresponsibilitiesforreview,determinationandimplementationofcontainmentactionsare
clearlydefineddependentonthetypeofnonconformityorincidentasmentionedabove.
Thedataarerecordedandusedasinputforthedevelopmentandimplementationofcorrective
andpreventiveactions.
8.2.2 Control of Suspect Product
Suspectproductsareappropriatelyidentifiedandarehandledinthesamewayas
nonconformingproducts.



43

8.2.3 Control of Reworked Installation
Reworkinstructionsareestablishedfortheknowntypeofnonconformitiesorwillbeestablished
priortoreworkofthenonconforminginstallation.
Thereworkactivitiesareallocatedtoqualifiedpersonnel.

Reworkedinstallationswillbesubmittedtotheresponsiblequalityfunctionforreviewandsign-
off.
8.2.4 Customer Information
Thecustomerwillbeinformedifnonconformingproductsmayhavebeenshippedtothe
customerornonconforminginstallationactivitiespriortodetectionofthenonconformitybythe
customer.
Appropriatecontainmentactionswillbetakeninagreementwiththecustomerconcernedto
avoidpotentialproblems.
Iftherequiredinstallationqualitycannotbeachieved,arequestfordeviationorconcessionwill
beissuedtothecustomerandapprovalmustbeobtainedpriortoperformingtheagreed
rework/repairactivities.
Fordesignchangesanddeviationsfromtheclientside,adeviationrequestoravariationorder
shouldbepreparedforcustomerattention.
Suchconcessionordeviationpermitisalwaysapplicableforaspecificbatchsizeandthe
productsdeliveredtothecustomerintheseconditionsareidentifiedassuch.
8.2.5 Emergency Preparedness and Response
The potential consequences of accidents and emergency situations on the environment or

safetycanberestrictedorevenavoidedbytakenappropriatepreventivemeasures.
Procedures have been developed and implemented to examine possible accidents (illness,
safety) in advance which allow you to react quickly and to the point in severe emergency
situations.
In case of an accident with dangerous material, all security data sheets are available at
designatedlocations.
The responsibilities and authorities for the external communication in case of dangerous and
emergencysituationsareclearlydefinedandallocatedtoqualifiedpersonnel.



44

8.3 Analysis of Data
ThekeyperformanceindicatorsfortheorganisationarelaiddownintheIQSSystem.The
companyperformanceisreviewedweeklybycompanymanagementandtrendsare
documented.ImprovementactionsaredefinedandimplementedbyusingthePlan-Do-Check-
Actapproach.
Theresultsareusedtomeasuretheeffectivenessofourcontinualimprovementprocessandfor
internalbenchmarkingpurposes.
8.4 Improvement
8.4.1 Continual Improvement Process
Key performance indicators used for continual improvement are defined and laid down in the
IQSsystem.
The effectiveness is reviewed by management weekly and an overall IQS rating is calculated
monthlyaccordingtotheguidelineslaiddownintheIQSmanual.
CorrectiveactionsareestablishedandimplementedbytheresponsibleAEGroupCompany.
CompanyIQSratingisanagendapointonAEGroupquarterlyBoardmeeting.
8.4.1.1 Process Improvement
Theidentifiedkeyprocesscharacteristicsarecontinuallymonitoredbymeansofcontrolcharts
andspecificattentionispaidontheeliminationofcausesofvariationinordertocontinuously
reducetheprocessvariation.
Additionally,eachAEGroupCompanyhasacostreductionandwasteeliminationplanin
ordertocontinuouslyimproveourprocessesandtoimprovetheAEGroupCompany
performance.
8.4.2 Corrective Action
Corrective actions are defined and implemented in a structured way to eliminate causes of
nonconformitiesand/orenvironmentalorsafetyincidents.
The responsibilitiesfor the analysis of root causeand development and implementation of the
required corrective actions are clearly defined dependent onthe type of nonconformity and/or
environmentalorsafetyincident.Tolessentheresultsofpossibleaccidents,incidentsandnon-
conformities,tostart,completeandevaluatetheefficiencyofcorrectiveandpreventiveactions
andtoforeseenpotentialnon-conformities;necessaryactionsaretakenintoaccount.



45

TheapplicableQuality,EnvironmentalandSafetySystemdocumentationisreviewedand
modifiedifrequired.
Theeffectivenessofthedefinedcorrectiveactionsismonitoredbytheresponsiblefunctionin
closeco-operationwithquality.
Similarprocessesandproductsareconsideredaswellduringtheimplementationoftheagreed
correctiveactions.
8.4.2.1 Problem Solving
Significantproblemsaresolvedbyusingthemultidisciplinaryteamapproachaccordingtoone
ofthefollowingmethodsdependentonthetypeofproblem:
8Dproblemsolvingapproach
Rootcauseanalysis
DOE
Projectmanagement
Causeandeffectanalysis
...
Andanyotherspecificmethodasrequiredbythecustomer.
8.4.2.2 Error Proofing
TheapplicationofmistakeproofingtechniquesisconsideredduringtheprocessFMEAofnew
engineeringprocessesandinaccordancewithcustomerspecificrequirements.

TheexistingFMEAsofengineeringprocessesininstallationarereviewedincaseofexternal
nonconformitiesorproblemsdetectedduringinstallationwhichcanresultinpotential
nonconformitiesinthefuture.
Themistakeproofingtechniqueusedisdependentontheseverityoftheproblemandtherisk
analysis.
8.4.3 Preventive action
Preventiveactionsareidentifiedandimplementedbasedonthefollowinginputs:
Failuremodeandeffectanalysis(F.M.E.A.)
Nonconformmaterialreportanalysis


46

Supplierperformancerating
Customersatisfactionanalysis
Internalandexternalaudits
Environmentalinspectionreports.
Safetyinspectionreports.
...
Theeffectivenessischeckedbytheresponsiblequalityfunction.

AE ARMA-ELEKTROPAN | Fulya Mah. Vefa Deresi Sok. No.11 ili, 34394 STANBUL AEGLB-QM010-MNG-AB

QM
1

AE ARMA-ELEKTROPAN

QUALITY MANUAL PART III
Table of Contents
PART 3 CHAPTER 1: ORGANIZATION CHART ................................................................................................................................................... 2
PART 3 CHAPTER 2: RESPONSIBILITY MATRIX ................................................................................................................................................. 3
PART 3 CHAPTER 3: INTEGRATED MANAGEMENT SYSTEM CORRESPONDANCE TABLE .................................................................................. 4
PART 3 CHAPTER 4: LIST OF RELATED PROCEDURES ....................................................................................................................................... 9



2

PART 3 CHAPTER 1: ORGANIZATION CHART



3

PART 3 CHAPTER 2: RESPONSIBILITY MATRIX
INTEGRATED MANAGEMENT SYSTEM RESPONSIBILITY
R
E
Q
.

QUALITY OBJECTIVE
M
N
G

Q
H
S
E

P
R
C

L
G
S

F
I
M

I
F
T

B
U
D

P
U
R

H
U
R

P
D
E

P
M
I

B
I
D

4 QUALITY MANAGEMENT SYSTEM
4.1 General A R
4.2 Management System Documentation Structure A R
4.3 Control of Documents A R R R R R R R R R R R
4.4 Control of Records A R R R R R R R R R R R

5 MANAGEMENT RESPONSIBILITY
5.1 General R A
5.2 Customer Focused Management System R A
5.3 Quality, Environmental and Safety Policy R A
5.4 Quality, Environmental and Safety Management System
Planning
R R A A A A A A A A A A
5.5 Responsibility, Authority and Communication R A
5.6 Management Review R R A A A A A A A A

6 PROVISION OF RESOURCES
6.1 Provision of Resources R A R R A A A A R A A A
6.2 Human Resources Management A A A A A A A A R A A A
6.3 Infrastructure R A R
6.4 Work Environment R A R

7 PRODUCT AND SERVICE REALISATION
7.1 Project Management Planning A A A A A A A A A R
7.2 Customer Related Processes R A A A A A A A A R
7.3 Engineering Design and Development A A A R A A
7.4 Purchasing R A R A A
7.5 Installation and Service A A A A A A A A A A R A
7.6 Control of Monitoring and Measuring Devices A R A A R

8 MEASUREMENT, ANALYSIS AND IMPROVEMENT
8.1 General A R A R A
8.2 Monitoring and Measurement Process R A A A A A A A A A A A
8.3 Control of Nonconforming Product A R R
8.4 Analysis of Data R R A A A A A A A A A A
8.5 Improvement R R A A A A A A A R R A



4

PART 3 CHAPTER 3: INTEGRATED MANAGEMENT SYSTEM CORRESPONDANCE TABLE
CHAPTER
MANUAL
TITLE ISO 9001
: 2000
OHSAS
18001:2007
ISO 14001 :
2004

I - 1

1.1

1.2

1.3

GENERAL

Authorisation

Presentation of the AE Group

Certification Scope

/

/

/

/

/

/

/

/

/

/

/

/

I - 2

2.1

2.2

DEFINITIONS AND ABBREVIATIONS

Definitions

Abbreviations

3

3

/

3

3

/

3

3

/

I - 3

3.1

3.2

3.3

POLICY

Company Mission Statement

AE Group Quality Policy

AE Group Environmental Policy

5.3

/

5.3

/

4.2

/

/

4.2

4.2

/

/

4.2

I - 4

4.1

4.2

4.3

4.3.1

4.4

QUALITY & ENVIRONMENTAL MANAGEMENT SYSTEM

General

Management System Documentation Structure

Control of Documents

Customer Specific Documentation

Control of Records

4

4.1

4.2
4.2.1
4.2.2

4.2.3

/

4.2.4

4

4.1

4.4.4

4.4.5

/

4.5.4

4

4.1

4.4.4

4.4.5

/

4.5.4



5

CHAPTER
MANUAL
TITLE ISO 9001 :
2000
OHSAS
18001:2007
ISO 14001 :
2004

II - 5
5.1

5.2
5.2.1
5.2.2
5.2.3
5.3

5.4
5.4.1

5.4.2
5.4.3

5.5
5.5.1
5.5.2
5.5.3
5.5.4
5.5.5
5.5.5.1
5.5.5.2

5.6

MANAGEMENT RESPONSIBILITY
General

Customer Focussed Management System
General
Environmental Aspects
Legal and Other Requirements
Quality, Environmental and Safety Policy

Quality, Environmental and Safety Management System Planning
Business Plan

Environmental and Safety Management Program
Hazard Identification, Risk Assessment and Determining Controls

Responsibility, Authority and Communication
General
Responsibility for Quality
Management Representative
Customer Representative
Communication
Internal Communication
External Communication

Management Review

5
5.1

5.2
5.2
/
/
5.3

5.4
5.4.1
5.4.2
5.4.1
/

5.5
5.5.1
/
5.5.2
/
5.5.3
5.5.3
/

5.6
5.6.1
5.6.2
5.6.3

4.4.1
4.2
4.4.1
4.3.1
4.3.2
4.3.1
4.3.2
4.2

4.3.3
/

4.3.3
4.3.3

4.4.1
4.4.1
/
4.4.1
/
4.4.3
4.4.3
4.4.3

4.6

4.6
4.6

4.4.1
4.2
4.4.1
4.3.1
4.3.2
4.3.1
4.3.2
4.2

4.3.3
/

4.3.3
4.3.3

4.4.1
4.4.1
/
4.4.1
/
4.4.3
4.4.3
4.4.3

4.6

4.6
4.6

II - 6

6.1
6.2
6.2.1
6.2.2
6.2.2.1
6.2.2.2
6.2.2.3
6.2.2.4

6.3
6.3.1
6.3.2

6.4
6.4.1
6.4.2

RESOURCE MANAGEMENT

Provision of Resources
Human Resource Management
General
Competence, Training and Awareness
Process Design Skills
Training
Training Effectiveness
Employee Motivation, Empowerment and Satisfaction

Infrastructure
Project Planning
Contingency Plans

Work Environment
Personnel Health and Safety
Cleanliness

6

6.1
6.2
6.2.1
6.2.2
/
/
6.2.2
/

6.3
/
/

6.4
/
/

4.4.1

4.4.1
/
4.4.2
4.4.2
/
/
4.4.2
/

4.4.1
/
/

/
/
/

4.4.1

4.4.1
/
4.4.2
4.4.2
/
/
4.4.2
/

4.4.1
/
/

/
/
/



6

CHAPTER
MANUAL
TITLE ISO 9001 :
2000
OHSAS
18001:2007
ISO 14001 :
2004

II - 7

7.1

7.1.1
7.1.2
7.1.3
7.1.4
7.1.5

7.2
7.2.1

7.2.2

7.2.2.1

7.2.3

7.3
7.3.1

7.3.2
7.3.2.1
7.3.2.2

7.3.3
7.3.3.1
7.3.3.2

7.3.4

7.3.5

7.3.5.1
7.3.5.2

7.3.6
7.3.6.1
7.3.6.2

7.3.7

PRODUCT AND SERVICE REALISATION

Project Management Planning

General
Project Review and Monitoring
Quality Planning
Confidentiality
Project Change Control

Customer Related Processes
Determination of Requirements Related to the Product and Service

Review of Requirements Related to the Product and Service

Installation Feasibility Review

Customer Communication

Engineering Design and Development
Engineering Design and Development Planning

Engineering Design and Development Input
Engineering Design Input
Installation Process Design Input

Engineering Design and Development Output
Engineering Design Output
Installation Process Design Output

Design and Development Review

Design and development verification

Product design verification
Installation Process Design Verification

Engineering Design and Development Validation
Engineering Design Validation
Product Approval Process

Control of Design and Development Changes

7

7.1

7.1
7.1
7.1
/
/

7.2
7.2.1

7.2.2

/

7.2.3

7.3
7.3.1

7.3.2
/
/

7.3.3
/
/

7.3.4

7.3.5

7.3.5
7.3.5

7.3.6
/
/

7.3.7

4.4

4.4.6

4.4.6
4.4.6
/
/
/

/
4.3.1
4.3.2
4.4.6
4.3.1
4.4.6
/

4.4.3

4.4.6
4.4.6

4.4.6
4.4.6
/

4.4.6
/
/

4.4.6

4.4.6

/
/

4.4.6
/
/

4.4.6

4.4

4.4.6

4.4.6
4.4.6
/
/
/

/
4.3.1
4.3.2
4.4.6
4.3.1
4.4.6
/

4.4.3

4.4.6
4.4.6

4.4.6
4.4.6
/

4.4.6
/
/

4.4.6

4.4.6

/
/

4.4.6
/
/

4.4.6



7

CHAPTER
MANUAL
TITLE ISO 9001 :
2000
OHSAS
18001:2007
ISO 14001 :
2004

II - 7

7.4
7.4.1

7.4.2

7.4.2.1
7.4.2.2
7.4.2.3

7.4.3
7.4.4
7.4.4.1
7.4.4.2

7.5

7.5.1
7.5.1.1
7.5.1.2
7.5.1.3
7.5.1.4

7.5.2

7.5.3

7.5.3.1
7.5.3.2
7.5.3.3

7.5.4
7.5.4.1
7.5.4.2
7.5.5
7.5.5.1
7.5.5.2
7.5.5.3
7.5.5.4

7.6
7.6.1
7.6.2
7.6.3
7.6.3.1

PRODUCT REALISATION (continued)

Purchasing
Purchasing process

Supplier Development

General
Supplier Development for Ongoing Production
Supplier Development for New Projects

Purchasing Information
Verification of Purchased Product
Incoming Product Quality
Supplier Monitoring

Installation and service

Control of Installation and Service
Work Instructions
Preventive and Predictive Maintenance
Management of Installation Equipment
Project Scheduling

Installation Process Validation

Identification and Traceability

Identification
Inspection and Test Status
Traceability

Customer Property
Customer Supplied Products
Customer-owned Packaging
Preservation of Product
Product handling
Packaging
Storage
Inventory

Control of Monitoring and Measuring Devices
Calibration
Calibration Records
Laboratory Requirements
External Laboratory

7

7.4
7.4.1

/

/
/
/

7.4.2
7.4.3
/
/

7.5

7.5.1
/
/
/
/

7.5.2

7.5.3

/
7.5.3
7.5.3

7.5.4
7.5.4
7.5.4
7.5.5
7.5.5
7.5.5
/
/

7.6
7.6
/
/
/

4.4.1

4.4.6
4.4.6

/

/
/
/

4.4.6
4.4.6
/
/

4.4.6

4.4.6
4.4.6
4.4.6
/
/

4.4.6
/
/

/
/
/

/
/
/
4.4.6
4.4.6
4.4.6
4.4.6
/

4.5.1
4.5.1
4.5.1
4.5.1
/

4.4.1

4.4.6
4.4.6

/

/
/
/

4.4.6
4.4.6
/
/

4.4.6

4.4.6
4.4.6
4.4.6
/
/

4.4.6
/
/

/
/
/

/
/
/
4.4.6
4.4.6
4.4.6
4.4.6
/

4.5.1
4.5.1
4.5.1
4.5.1
/



8

CHAPTER
MANUAL
TITLE ISO 9001 :
2000
OHSAS
18001:2007
ISO 14001 :
2004

II - 8

8.1
8.1.1

8.2
8.2.1

8.2.2

8.2.2.1
8.2.2.2
8.2.2.3
8.2.2.4

8.2.3

8.2.4

8.2.4.1
8.2.4.2
8.2.4.3

8.3

8.3.1
8.3.2
8.3.3
8.3.4

8.3.5

8.4

8.5

8.5.1

8.5.1.1
8.5.2

8.5.2.1
8.5.2.2
8.5.3

MEASUREMENT, ANALYSIS AND IMPROVEMENT

General
Statistical Tools

Monitoring and Measurement Process
Customer Satisfaction

Internal Audits

Quality, Environmental and Safety Management System Audit
Project Process Audit
Product Audit
Internal Auditor Qualification

Monitoring and Measurement of Processes

Monitoring and Measurement of Product

Layout Inspection and Functional Testing
Appearance Items
Evaluation of Compliance of Product

Control of Nonconforming Product

General
Control of Suspect Product
Control of Reworked Installation
Customer Information

Emergency Preparedness and Response

Analysis of Data

Improvement

Continual Improvement Process

Process Improvement
Corrective Action

Problem Solving
Error Proofing
Preventive Action

8

8.1
/

8.2
8.2.1

8.2.2

/
/
/
/

8.2.3

8.2.4

/
/
/

8.3

8.3
/
/
/

/

8.4

8.5

8.5.1
/
/
8.5.2

/
/
8.5.3

4.5

4.5.1
/

/
/

4.5.5

4.5.5
/
/
4.5.5

4.5.1
4.5.2
/

/
/
4.5.2

4.5.3

4.5.3
4.5.3
4.5.3
4.4.3

4.4.7

4.5.1

4.2

4.3.3

/
4.5.3
/
4.5.3
/
4.5.3

4.5

4.5.1
/

/
/

4.5.5

4.5.5
/
/
4.5.5

4.5.1
4.5.2
/

/
/
4.5.2

4.5.3

4.5.3
4.5.3
4.5.3
4.4.3

4.4.7

4.5.1

4.2

4.3.3

/
4.5.3
/
4.5.3
/
4.5.3



9

PART 3 CHAPTER 4: LIST OF RELATED PROCEDURES
No Procedure code Procedure Name
1 AEGLB-PR010-HMR Training Procedure
2 AEGLB-PR010-MNG Document Control Procedure
3 AEGLB-PR010-QES Control of Records
4 AEGLB-PR020-MNG Quality Management System Review
Procedure
5 AEGLB-PR020-QES Internal Audits
6 AEGLB-PR030-QES Corrective and Preventive Actions
Procedure
7 AEGLB-PR040-QES Control of Non-Conformities
Procedure
8 AEGLB-PR020-HMR Human Resources Procedure
9 AEGLB-PR050-QES Health and Safety Procedure
10 AEGLB-PR060-QES Environmental Control Procedure
11 AEGLB-PR070-QES Risk Analysis Procedure
12 AEGLB-PR010-PRC Procurement Procedure
13 AEGLB-PR010-LGS Logistic Procedure
14 AEGLB-PR010-PDE Project Development and Engineering
Procedure
15 AEGLB-PR010-FIN Finance Procedure
16 AEGLB-PR010-PMI Project Management and Installation
Procedure
17 AEGLB-PR010-PBR Public Relations Procedure
18 AEGLB-PR010-BSD Business Development Procedure
19 AEGLB-PR010-IFT Information Technology Procedure
20 AEGLB-PR010-BID Bidding Procedure

D- FINANCIAL DETAILS

o AE CONSOLIDATED FINANCIAL STATEMENT 2009



o IMTECH CONSOLIDATED FINANCIAL STATEMENT 2012

AE CONSOLIDATED FINANCIAL STATEMENT

For the years ended 31 December 2009 and
Independent Auditors Reports


Independent Auditors Report for 2010


Independent Auditors Report for 2011

IMTECH CONSOLIDATED FINANCIAL STATEMENT

Auditors Report for 2012

1
CONTENTS
Preface from the Board of Management 2
About Imtech 4
Key issues 2012 and subsequent events 4
Profle and mission 6
Key fgures 8
The Imtech share 10
Imtech competence pyramid 13
Organisation, markets and competencies 14
Report of the Supervisory Board 16
Function summary Supervisory Board and
Board of Management 22
Report of the Board of Management 25
Benelux 40
Germany & Eastern Europe 44
UK & Ireland 48
Spain & Turkey 50
Nordic 52
IcT, Traffc & Marine 56
Risk management 62
Human Resources 67
corporate Social Responsibility 71
corporate Governance 80
Financial glossary 85
Financial statements 87
consolidated proft and loss account 88
consolidated statement of comprehensive income 89
consolidated balance sheet 90
consolidated statement of changes in equity 92
consolidated statement of cash fows 94
Notes to the consolidated fnancial statements 96
company balance sheet 166
company proft and loss account 167
Notes to the company fnancial statements 168
Other information 174
Independent auditors report 174
Statutory provisions regarding the appropriation of result 176
Proposal regarding the appropriation of result 176
Special statutory rights regarding control 176
2
This 2012 Annual Report was delayed due to
developments in Imtechs Polish and German business
which resulted in a total write-off of 370 million euro.
In reaction Imtechs share price fell by 50%. An intensive
investigation, partly forensic in nature, revealed that the
situation that arose in Poland and Germany was caused
by the fraudulent actions of the previous management
in those countries. The managers concerned have been
replaced and further steps have been taken to prevent
such problems in the future. A full report on the
investigations and the actions we have taken in relation
to these events is made available.
Many have been affected by the events of recent months.
To all our stakeholders; shareholders, customers, suppliers,
fnanciers, auditors and employees, we offer our
apologies for the situation that has arisen. We are very
aware that Imtechs reputation has been damaged and
we will continue to do everything we can to regain your
trust and confdence.
The Annual Report 2012 has now been fnalised and
the fnancial statements have been audited by the
external auditor. Mainly due to the write-offs in
Poland and Germany Imtech has, for the frst time
in its history, made a loss. The EBITDA for 2012 was
51.7 million euro negative and the result after tax
amounted to 226.3 million euro negative. The result per
share was a loss of 2.64 euro per ordinary share. The
write-offs have also had implications for the fnancial
information of previous years, which have been adjusted,
in the 2012 fnancial statements. The fnalisation of the
2012 fnancial statements has also confrmed that Imtech
was in breach of the fnancial covenants as agreed with
its lenders. No dividend will be paid to shareholders in
respect of 2012.
The German and Polish top management have been
removed from their positions and the entire former Board
of Management of Royal Imtech has resigned. Ren van
der Bruggen retired in April 2013 and handed over the
chairmanship to Gerard van de Aast earlier than planned.
Boudewijn Gerner resigned and has been succeeded by
Hans Turkesteen, whose appointment as a Board member
has yet to be approved by the shareholders. In view of the
situation the new Board of Management has announced
rigorous measures.
Financial restructuring
We have set in motion a fnancial restructuring with
the objective of creating a robust fnancial structure.
We intend to reinforce equity through a 500 million euro
rights issue. The rights issue is guaranteed by means of
a volume underwriting commitment, under customary
conditions, by Rabobank and ING. The proceeds from
the rights issue, after deduction of expenses, will be
completely used to repay the bridge facility and reduce
debt and will reinforce the balance sheet. The rights issue
has to be approved by the shareholders.
To bridge the period until the proceeds of the rights issue
will become available, Rabobank and ING have agreed to
provide a bridge facility consisting of cash and guarantee
facilities. Agreement with our most important lenders has
also been reached regarding the revised terms under
which our current facilities will be continued (syndicated
loans and senior notes).
The target of our fnal fnancial structure includes a net
debt/EBITDA ratio of 1.52.0 no later than by the end of
2015. This will give us suffcient headroom to fnance the
seasonal need for working capital while also retaining
a buffer for unforeseen circumstances. This should result
in a fnancial structure that is more appropriate for
a company in our industry.
Tightening the quality and effectiveness of
business controls
One of the reasons the problems in Poland and Germany
could develop was that our business controls were
not effective enough. We will tighten and strengthen
these controls.
The Board of Management will be extended from two
to four members and will become more operational
in nature. A Tender Review Board has been set up to
tighten our tendering procedures and monitor specifc
PREFACE FROM THE BOARD
OF MANAGEMENT
3
large projects. Legal procedures will be directed more
frmly from the corporate centre and we have set up
a central Internal Audit Department. From now on
Divisional controllers will report not only to their
Divisional Director but also to the companys cFO.
A similar functional reporting line will be reinforced for
Divisional legal staff, who will report to their Divisional
Director as well as the companys Group Director
Governance, Risk and compliance (GRc). Authorisation
regulations have been tightened according to the two
pairs of eyes principle and with clear authorisation levels.
Bonuses will be aligned with strategic objectives and will
be based on proft and cash generation. A company-wide
business ethics program will be implemented. These
measures will contribute towards the organisational
change that has already been set in motion.
Organisational model
The decentralised business model will continue to form
the basis of our organisation. This model promotes
growth through local entrepreneurship and close contact
with customers and other stakeholders. This model also
refects many years of tradition and our company culture.
Our employees and management thrive on this model
and regard the local Imtech business as their business.
The tightened and strengthened business controls will
be part of the model from now on.
Value proposition intact
Despite the recent problems we want to emphasise that
our value proposition is intact. Through our combination
of leading market positions, technical know-how and
an enterprise-oriented business model we are continuing
to play an important role in solving customers problems.
We have over 29,000 employees and serve more than
24,000 customers.
Around 55% of our business is recurring. We are
responsible for thousands of maintenance contracts and
act as the permanent technology partner for countless
customers. This generates a stable fow of income.
The added-value generated through applied technology
and innovation is increasing. Around 30% of our
total revenue is derived from GreenTech (green
technology and sustainable projects). The fve largest
sustainability projects in 2012 saved our customers over
79 kiloton of cO
2
. We also underline the importance of
corporate Social Responsibility (cSR) and follow an active
cSR policy in which we account for our efforts to meet
the worlds growing economic, environmental and social
needs in responsible ways.
2012 Revenue, order book and acquisitions
In 2012 our revenue rose by 7.3% to 5.433 billion euro
and the order book was 6.4 billion euro (+10% compared
with 2011). In 2012 we acquired several companies and,
as a result, strengthened our positions in a number of
countries including Turkey, the UK and Finland. The total
acquisition price (including earn-out) amounted to
120 million euro. The total annual revenue in 2012 from
the acquisitions amounts to around 155 million euro.
Strategy, acquisitions and outlook
The revenue and margin targets that had been set for
2015 have been discarded. In 2013 and 2014 our priority
will be to tighten the operational execution of business
processes with a special focus on organic growth, project
management, working capital and cash generation. To
strengthen our competitiveness and proftability, we are
implementing reorganisation plans in the Netherlands and
Germany, resulting in a loss of 1,300 jobs. The expected
charges in 2013 will amount to approximately 80 million
euro. We do not foresee any acquisitions during these
coming two years. At this stage we are not making any
specifc predictions regarding the 2013 results.
To summarise
In recent months we have worked energetically on solving
the problems with which we have been confronted in
Poland and Germany. Unfortunately this has necessitated
a substantial write-off. At the same time major steps
have been taken to strengthen our company fnancially
and managerially- so that in time the company will be
in a good position again for further controlled growth.
In the coming months we will continue to implement
the recovery plan. The quality and effectiveness of our
business controls will be tightened and reinforced.
The operational execution of our business processes
throughout the company will be improved with a special
focus on organic growth, project management, working
capital and cash generation. Although there is still a lot
of work to do we are confdent that with the efforts of
our motivated employees this operation will be completed
as it should be.
Gouda, 18 June 2013
Gerard van de Aast, cEO
4
KEY ISSUES 2012
AND SUBSEqUENT EvENTS
Net loss of 226.3 million euro in 2012.

Adjusted annual fgures and
opening balance sheet for 2011.

Revenues in 2012 increased by 7%
to 5.4 billion euro.

Report to Shareholders
on the investigations at Imtech.

Reorganisation in 2012 (with a loss of
900 ftes amounting to 50 million euro) and 2013
(with a loss of 1,300 ftes amounting to 80 million euro)
at Imtech Benelux, Imtech Germany, Imtech Spain and
Imtech Marine.

Intended Strengthening of our shareholders
equity with a rights issue of 500 million euro.
6
XXXXXX
Royal Imtech N.V. is a technical services provider in the felds
of electrical services, IcT and mechanical services. Imtech, with around
29,000 employees, achieves an annual revenue of over 5.4 billion euro
and serves around 24,000 customers.
Imtech is able to cluster the electrical, IcT and mechanical technologies
across and throughout the full width and depth of the technology spectrum
into integrated and multidisciplinary solutions. This results in
differentiating strengths and makes value creation possible.
The achievement of added-value is at the heart of Imtechs strategy.
This added-value translates into a life-cycle approach aimed at reducing
the customers total cost of ownership (the cost of technical solutions
throughout the entire exploitation period). Imtech focuses on intensive
multidisciplinary co-operation with customers and within the chain by
attaining preferred technology partner positions.
Imtech is active in the European markets for buildings,
industry, IcT and traffc and the global marine markets. Imtechs key
European countries are Austria, Belgium, Germany, Finland, Hungary,
Luxembourg, the Netherlands, Norway, Poland, Romania, Spain, Sweden,
Turkey, the UK and Ireland.
Imtech is a leading player in the European GreenTech market
(green technology and sustainability projects) and generates around 30%
of its total revenue from this segment. Imtech also follows an active policy
in the feld of corporate Social Responsibility.
Imtechs shares are listed on the NYSE Euronext in Amsterdam where
Imtech is included in the AEX Index.
PROFIlE
7
Imtechs mission is threefold:
Technology that improves society
Imagining our society without technology has become impossible. Technology
offers solutions with high added-value for societys fundamental problems in
the felds of energy, environment, fne particles and water. Technology
contributes towards improving mobility, (health) care and education, and,
in the feld of security, in research laboratories and research centres, in the
pharmaceutical industry, in the development of clean and safe automobiles
and in the food production industry. We are active right across the social
spectrum and develop integrated technological solutions that contribute
towards a sustainable society. We accept our corporate social responsibility,
which is why cSR is an integral component of our strategy.
Technology that improves business
Knowing what the customer wants is crucial. Which is why we are
a decentralised organisation that is close to its 24,000 customers. We strive
to achieve added-value through our thorough knowledge not only of
our customers processes, but also of the markets in which they operate.
customers can concentrate fully on their core business while we take
responsibility for their technology infrastructure throughout the entire
exploitation phase. co-operation with the customer and within the chain,
together with technological (process) innovation, leads to value creation
and an optimum total cost of ownership.
Technology that works
Technological solutions must work and deliver measurable results.
Our expertise stretches back over more than 150 years. As a technology
services provider we stand at the threshold of innovations, such as
decentralised power plants, energy effciency and platform automation in
shipping. We have an installed base of countless projects and references.
The professionalism of our employees is crucial to ensure that the
technology works.
MISSION
8
KEY FIGURES
Infra & Trac 12%
Marine 10%
Industry 28%
Specials 6%
Care & Cure 6%
Public buildings 10%
Private buildings 28%
Infra & Trac 12%
Marine 10%
Industry 28%
Specials 6%
Care & Cure 6%
Public buildings 10%
Private buildings 28%
Total revenue and other income
split per market segment
Maintenance, Services & Management 21%
Other 5%
Implementation 65%
Design, Engineering & Consultancy 9%
Maintenance, Services & Management 21%
Other 5%
Implementation 65%
Design, Engineering & Consultancy 9%
split per activity
ICT 15%
Other 5%
Mechanical engineering 41%
Electrical engineering 39%
ICT 15%
Other 5%
Mechanical engineering 41%
Electrical engineering 39%
split per technology
ICT, Trac & Marine 24%
Nordic 15%
Spain & Turkey 4%
The UK & Ireland 14%
Germany & Eastern Europe 25%
Benelux 18%
ICT, Trac & Marine 24%
Nordic 15%
Spain & Turkey 4%
The UK & Ireland 14%
Germany & Eastern Europe 25%
Benelux 18%
split per cluster
other countries 19%
Sweden 14%
Spain 3%
The UK 13%
Germany 32%
The Netherlands 19%
other countries 19%
Sweden 14%
Spain 3%
The UK 13%
Germany 32%
The Netherlands 19%
split by country
other countries 25%
Sweden 16%
Spain 6%
The UK 11%
Germany 20%
The Netherlands 22%
other countries 25%
Sweden 16%
Spain 6%
The UK 11%
Germany 20%
The Netherlands 22%
Number of employees
split by country
9
In millions of euro unless stated otherwise 2012 2011
1
Results
Total revenue and other income 5,433 5,065
EBITDA
*
(51.7) 257.1
EBITA
*
(91.6) 221.8
EBIT
*
(158.5) 192.8
Net result (233.0) 95.8
EBITDA margin
*
(1.0%) 5.1%
EBITA margin
*
(1.7%) 4.4%
cash fow from operating activities 116.5 206.4
Order book
*
6,409 5,811

Balance sheet
Balance sheet total 3,938 3,802
Equity attributable to shareholders of Royal Imtech N.V. 547 817
Net interest-bearing debt
*
773 576
Working capital
*
68 230
Working capital as a % of total revenue 1% 5%
Solvency
*
14% 22%
Interest coverage ratio
*
(3.6) 5.6
Leverage ratio
2
(16.8) 2.3
Human Resoures
Number of employees as at 31 December 29,473 27,412
Average sick leave per employee 3.1% 3.3%
Training costs (as a % of salary costs) 3.3% 2.9%
Corporate Social Responsibility
GreenTech as % of total revenue 30% 30%
cO
2
emissions in kilotons 103 106
1
2011 restated in accordance with IAS 8, see note 3 page 97.
2
Based on average net interest bearing debt/EBITDA.
*
See fnancial glossary for defnitions.
Key fgures
10
THE IMTECH SHARE
The objective of Investor Relations
The objective of our Investor Relations policy is to ensure
the investment world is aware of Imtechs strategy,
business model, competitive position, market
developments, fnancial position and performance.
Using this information the investment world can make
an estimate of the potential value of the Imtech share.
To achieve this objective within the applicable laws and
regulations, we make all the relevant and important
information available to investors via annual reports,
half-year reports, trading updates, press releases,
presentations to investors and analysts and the website
www.imtech.com.
Distribution of shareholders
The majority of our shares is owned by institutional
investors. Our shares are well-spread among institutional
investors. Per 31 May 2013, our substantial shareholders
0
175
350
525
700
2010
441
2011
599
2012
681
The Imtech share
In euro unless stated otherwise 2012 2011
1
Highest price 25.490 28.475
Lowest price 15.020 15.600
Year-end price 17.390 20.015
Basic earnings per share (2.64) 1.09
Dividend per share - 0.70
Shareholders equity per share
2
6.14 9.29
Price/earnings ratio at year-end (6.6) 18.4
Dividend yield at year-end - 3.5%
Number of issued shares 94,059,916 92,746,782
Number of outstanding shares at year-end 89,106,689 87,943,977
Average number of outstanding shares 88,375,606 87,493,069
Market capitalisation at year-end 1,635,701,939 1,856,326,842
1
2011 restated in accordance with IAS 8, see note 3 to the consolidated fnancial statements.
2
Based on the number of shares outstanding as at 31 December.
Increasing interest from investors
(number of contacts)
2,500
0
5,000
7,500
10,000
12,500
2010
9,852
2011
11,550
2012
12,020
Increasing tradability of the Imtech share
(average per day in 1,000 euro via NYSE Euronext Amsterdam)
11
5
0
10
15
20
25
30
Dec
2009
June
2010
Dec
2010
June
2011
Dec
2011
June
2012
June
2013
Dec
2012
AEX-Index Royal Imtech Midkap-Index
Share price development 2010 2013
(in euros)
are Delta Lloyd (approx. 5.8%), ING Groep (approx. 5.2%)
and Ameriprise Financial (approx. 5.0%). Approximately
a quarter of our shares is held by private investors, mainly
in the Netherlands and Belgium. Around 5% of the
shares is held by the company (to hedge its obligations
under the share scheme and the share options scheme).
Imtech on the stock exchange
Our shares are listed on NYSE Euronext in Amsterdam
and are included in the AEX index since March 2013.
Since the announcement at 4 February 2013 about the
write-offs on Polish projects and postponed publication
of the full-year fgures 2012 followed by additional
write-offs on other Polish projects and the write-offs
on German projects, our share price has fallen sharply.
Trading activitity of Imtech share
Trading in both Imtech shares and options on the
Imtech share is possible via NYSE Euronext Amsterdam.
In 2012 the average volume of options traded per day
rose by 23% to 2,273 contracts and the average number
of outstanding option contracts per day rose by 6%
to 49,424 contracts.
The introduction of the option on the Imtech share
has contributed towards a further improvement of the
shares liquidity.
Although the liquidity of the Imtech share on the NYSE
Euronext has increased over the past few years, more and
more volume is shifting to other trading platforms, such
as BATS chi-X and Turquoise. In 2012 69% was traded
via NYSE Euronext (2011: 73% and 2010: 80%).
Dividend
Each year 40% of the net proft attributable to
shareholders excluding exceptional items is paid out to
shareholders as dividend. After the identifcation of the
irregularities in Germany and Poland, it was clear that
Imtech was not going to meet its year end 2012 fnancial
covenants. Although formal covenant testing had not yet
taken place, Imtech and its main fnanciers entered into
discussions to address this matter. On 19 March 2013 the
Group reached an agreement with the main fnanciers on
the provisional continuation, until 1 August 2013, of their
outstanding facilities as at that date. From that moment,
negotiations were started to reach a more structural and
longer term solution. On 15 June 2013, Imtech reached
agreement with its main fnanciers regarding waiver and
amendment agreements. Since 2009 shareholders have
been able to receive their dividend in cash or shares. In
2012 48% of shareholders opted for a payout in shares,
for which 1,313,134 shares have been issued. No
dividends will be paid out for the fnancial year 2012 and
the company is not allowed to pay cash dividends as long
as it has not reached a leverage ratio of < 2.0 EBITDA.
Financial calendar
28 June 2013 Annual General Meeting of Shareholders
2 August 2013 Extraordinary General Meeting of
Shareholders
27 August 2013 Half-year fgures 2013

The full and up-to-date fnancial calendar can be viewed
on www.imtech.com.
13
IMTECH COMPETENCE
PYRAMID
Our electrical competences (electrical) cover a
range of electrical engineering solutions, such as
low, medium and high voltage, energy distribution,
measuring and control technology, instrumentation,
infrastructure technology, electrical propulsion, integrated
security, building management, access technology, system
technology, (dynamic) traffc management and traffc
management systems and power electronics.
Our ICT competences (IcT) cover the IcT chain:
software and hardware, including business
intelligence, control technology, cloud-based computing,
platform automation, data and telecommunications, data
modelling, data centres, collaboration, ERP (Enterprise
Resource Planning) software, SAP software, IcT
infrastructures, intelligent transport systems, storage,
(telecom) networks, server technology, virtualisation,
infrastructure automation, route information systems,
internet and intranet applications, logistics automation,
managed IT services, technical automation, navigation
and communication technology, robotisation, satellite
communication and simulation.
Our mechanical competences (mechanical) cover
air, climate and energy solutions (including HVAc:
Heating, Ventilation and Air conditioning), cold and heat
storage, clean-room technology, energy management,
energy contracting, energy technology, dehumidifer
technology, incineration technology, heat technology,
sprinkler technology, piping, process technology,
fre-extinguishing technology and mechanical (process)
installations.
Buildings: all types of buildings including data
centres, distribution centres, offces, government
buildings, laboratories, airports, museums, parking
garages, penal institutions, leisure centres, stadiums,
stations, universities and colleges, shopping centres,
hospitals and care institutions (care & cure).
Industry: a focus on power plants, the automotive
industry, chemicals and petrochemicals, the energy
and environment market, pharmaceuticals, machine
building, oil & gas, the animal feed industry, the aircraft
industry and the (luxury) food industry.
Traffc & Infra: concerns the measurement, analysis
and improvement of traffc fow, (dynamic) traffc
management (on the road and water) and traffc
infrastructure, traffc safety, airport infrastructure, public
transport, parking systems, rail (railway, tram and metro),
tunnels, bridges and locks, transport and distribution
networks, (public) lighting, (waste) water treatment and
management and drinking water.
Marine: a focus on special purpose ships (dredgers,
offshore support ships, crane ships and FPSOs
Floating Production, Storage and Offoading ships), naval
vessels (logistic support ships, frigates, corvettes, patrol
vessels and submarines), offshore platforms, cargo vessels
(container ships, bulk carriers and other cargo ships),
passenger liners, luxury yachts and inland waterways
vessels.
ELECTRICAL ICT MECHANICAL
BUILDINGS INDUSTRY
TRAFFIC &
INFRA MARINE
BUILDINGS INDUSTRY
TRAFFIC &
INFRA
MARINE
DESIGN
ENGINEERING
IMPLEMEN TION TA
CONSULTANCY
MAINTENANCE MANAGEMENT
MAINTENANCE SERVICES
14
ORGANISATION, MARKETS
AND COMPETENCIES
Market
segments
compe-
tencies
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Benelux
Imtech Nederland B.V.
Imtech Building Services B.V.
Imtech Industrial Services B.V.
Imtech contracting
Ventilex B.V.
Imtech Infra B.V.
Imtech Infra Nederland
Imtech Infratechniek
Asset Rail B.V. (40%)
Imtech Belgium N.V.
Imtech Belgium N.V.
Imtech Maintenance
Van Looy Group N.V.
Imtech Luxembourg
Paul Wagner et Fils S.A.
Germany & Eastern Europe
Imtech Deutschland
Imtech Deutschland GmbH & co. KG
Imtech contracting GmbH
Kraftwerks- und Energietechnik
Umweltsimulation und Prfstandtechnik
Forschung und Entwicklung
Reinraum- und Medientechnik
Imtech Brandschtz GmbH
con Tech GmbH Real Estate
Management
Imtech Polska Sp. z.o.o. (Poland)
Imtech KTS-cZ s.r.o. (czech Republic)
Imtech Russland AG (Russia)
S.c. Imtech Arconi S.A. (Romania)
Imtech Austria Anlagentechnik GmbH
Imtech Hungary KFT
Market
segments
compe-
tencies
B
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s
I
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s
e
r
v
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s
UK & Ireland
Imtech UK Ltd.
Imtech Technical Services Ltd. (UK)
Imtech Meica Ltd.
Imtech G&H Ltd.
Imtech Aqua Group Ltd.
Imtech Suir (Ireland)
Imtech Process Ltd.
Inviron Ltd.
Smith Group UK Ltd.
capula Ltd.
Spain & Turkey
Imtech Spain S.L.
Imtech Spain Buildings
Imtech Spain Industry
Imtech Turkey
AE Arma-Elektropan A. . (80%)
Nordic
Imtech Nordic AB
NVS Installation AB (Sweden)
NVS AS (Norway)
LVI-Helin Oy (Finland)
Nrkes Elektriska AB (NEA)
Sydtotal AB
Elajo Invest AB (37.6%)
EMc Talotekniikka OY (Finland)
15
Market
segments
compe-
tencies
B
u
i
l
d
i
n
g
s
I
n
d
u
s
t
r
y
T
r
a
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c

&

I
n
f
r
a

M
a
r
i
n
e
E
l
e
c
t
r
i
c
a
l

s
e
r
v
i
c
e
s
I
c
T
M
e
c
h
a
n
i
c
a
l

s
e
r
v
i
c
e
s
ICT, Traffc & Marine
Imtech ICT
Imtech IcT Business Solutions B.V.
Imtech IcT Nederland B.V.
Imtech IcT Management &
consultancy B.V.
Imtech IcT communication
Solutions B.V.
Imtech IcT Performance Solutions B.V.
Fritz & Macziol GmbH
Infoma Software consulting GmbH
Fritz & Macziol (Schweiz) A.G.
F&M Asia Pte. Ltd.
Imtech IcT UK Ltd.
Imtech IcT Belgium
Imtech IcT Austria GmbH
Qbranch AB
Imtech Traffc
Peek Traffc Ltd. (UK)
Peek Traffc B.V.
Peek Traffc Sp. z.o.o. (Poland)
Peek Promet d.o.o. (croatia)
Peek Traffc Sweden AB
Imtech Traffc & Intra Oy
WPS Parking Systems
Imtech Marine B.V.
Imtech Marine B.V.
Elkon Elektrik Sanayi Ve Ticaret AS
Koninklijke Dirkzwager B.V. (54%)
IHc Systems B.V. (50%)
Van Berge Henegouwen B.V.
Free Technics B.V.
Groupe Techsol Marine Inc.
A full list of Royal Imtech N.V. operating companies can be obtained from the Chamber of Commerce Rotterdam.
Buildings
Industry
Traffc & Infra
Marine
Electrical services
IcT
Mechanical services
16
ExCEPTIONAL DEVELOPMENTS SINCE THE END OF
THE REPORTING yEAR
Royal Imtech became aware of possible irregularities with
a large Polish project at the end of January 2013. Upon
discovery thereof, Royal Imtech immediately took actions
to investigate those events in more detail, to limit the
fnancial and operational impact of those events as much
as possible and to avoid such events reoccurring in the
future. In the course of those actions, it became clear
that, in addition to the events affecting Polish projects,
Imtech also faced considerable other issues. Major
write-offs, the replacement of top management in
Germany and Poland as a result of identifed irregularities,
and the thorough investigations performed by external
experts have required the Supervisory Board to invest
considerable time in the recent months. The events that
have come to light are serious and worrying. We, the
Supervisory Board, are fully aware that Royal Imtechs
shareholders have been severely affected by the fnancial
impact of these events. We deeply regret that these
events have occurred.
The Supervisory Board fully supports the Board of
Management in its actions to complete a fnancial
restructuring of the company. The Supervisory Board
furthermore has been closely involved in the decision to
reinforce Royal Imtechs equity through a 500 million euro
rights issue. The Supervisory Board underlines that the
actions to fnancially restructure the company are of
major importance for the companys future. We are
confdent that the fnancial restructuring will be concluded
successfully. As a result, the fnancial statements 2012
have been prepared on a going concern basis.
As soon as the issues in Poland were revealed, the
Supervisory Board met in plenary session almost on
a weekly basis in order to intensively supervise and discuss
the matters at hand with the Board of Management.
The Supervisory Board amongst others intensively
supervised and advised on the discussions between
Imtech and its fnancers, the investigations that took
place earlier this year, the openness Imtech is pursuing by
making available its full report on the investigations, and
the announced reorganisation. Due to the high frequency
of meetings and the nature of the matters at hand,
the meetings of the Supervisory Board and the Audit
committee have been combined until June 2013.
It was with great regret that we received notifcation
of the sudden passing away of our fellow Supervisory
Board member Adri Baan on 5 April 2013. Mr. Baan was
a member of the Supervisory Board as of 2008. With his
great knowledge of international business and general
management he made a considerable contribution to
Imtechs development, for which we are very grateful.
We will miss his views, contribution and great personal
commitment to this company.
We hereby submit to the shareholders for adoption the
fnancial statements for the fnancial year 2012 prepared
by the Board of Management. The offcial English version
of the fnancial statements was audited by KPMG
Accountants N.V. (KPMG). The Independent Auditors
report is included on page 174, and discussed by us and
the Board of Management in the presence of KPMG. In
view of the major write-offs and after consultation with
the Board of Management, we propose not to distribute
any dividends for the year 2012 and to charge the net
loss of 233 million euro to the reserves. We advise the
shareholders to adopt these fnancial statements. The
statutory appropriation of result is stated on page 176
of the offcial English version of the fnancial statements.
Strategy and acquisitions
The revenue and margin targets set for 2013 2015 have
been discarded. In 2013 and 2014 Imtechs priority will
be to tighten the operational execution of business
processes with a special focus on organic growth, project
management, working capital and cash generation.
Imtech does not foresee any acquisitions during these
coming two years, although as of 2015 Imtech expects to
actively revive its acquisition strategy. The still fragmented
growth markets in which Imtech operates offer attractive
growth opportunities through acquisitions in addition to
room for organic growth.
The decentralised business model will continue to form
the basis of Imtechs organisation. This model promotes
growth through local entrepreneurship and close
contact with customers and other stakeholders. The
recent developments have led to the conclusion that it
is necessary to tighten the quality and effectiveness of
the business controls. This includes the reinforcement of
the authorisation matrix, tighter control of large projects
and reinforcing the fnancial function and reporting.
The Board of Management will be expanded from two
members to four members. The two additional board
REPORT OF
THE SUPERvISORY BOARD
17
members will concentrate primarily on business
operations. One of them will be responsible for
Germany & Eastern Europe, the other will be responsible
for Imtech IcT, Traffc & Infra, Imtech Marine and Imtech
Spain & Turkey.
2012
During the year under review (before the recent
developments came to light), the Supervisory Board
assisted, with the interests of all stakeholders in mind,
the Board of Management with advice and supervised the
Board of Managements policy and the general conduct
of affairs within Imtech in six regular meetings. The Audit
committee met four times, the Remuneration committee
met three times and the Nomination committee met fve
times. All meetings were attended by the members of
the Supervisory Board and its different committees,
with only four absences (three of which being a result
of prolonged illness).
The division of tasks and the working method of the
Supervisory Board and its committees are described
under corporate Governance (see page 60). The reports
of these meetings were discussed by the Supervisory
Board. Two Supervisory Board members participated in
the consultation meeting with the central Works council
during which a special theme cSR, corporate social
responsibility, was discussed. As usual, one of the
Supervisory Board meetings was held on the site of one
of Imtechs divisions, this time being Imtech Turkey in
Istanbul, where we were introduced to local management
and visited a construction site in Istanbul and a shipyard
in Tuzla. Furthermore, the Supervisory Board members
visited Infra and were introduced to local management.
During another meeting, the General Manager division
Imtech IcT, reported on his divisions strategy and
business progress.
In brief, the recurring topics discussed were: (i) the actual
operational and fnancial progress compared to the
budget and other targets, (ii) next years budget, (iii) the
strategy, market development and acquisitions (prior
evaluation and subsequent analysis), (iv) internal control
and risk control, (v) management development,
organisational structure and the functioning and
remuneration of the Board of Management, (vi) relevant
social aspects of business operations, (vii) corporate
social responsibility and (viii) the Supervisory Boards
composition, profle and own functioning.
In 2012 the Supervisory Board paid extra attention to:
(i) a considerable number of acquisitions, (ii) succession
planning of the Board of Management, (iii) risk
management and compliance matters, (iv) fnancing,
liquidity and working capital and analyst reports and
(v) the reorganisation within Imtech.
During 2012, Imtech acquired various companies with
the aim of strengthening or expanding its positions
particularly in Turkey, the UK and the Nordic. The
acquisitions were approved by the Supervisory Board.
The total acquisition price including earn-outs has
amounted to 120 million euro. The overall annual revenue
of the acquisitions has amounted to around 155 million
euro with around 1,600 new employees. Except for
AE Arma, the acquired companies made an immediate
contribution towards earnings per share.
The actual performance of past acquisitions (compared
to the original expectations) was evaluated to ascertain
the extent to which shareholders value had actually
been created. The results of the 2011 acquisitions are
in line with the original goals. The results of the 2010
acquisitions have fallen somewhat behind their original
forecasts, due to, inter alia, deteriorating market
circumstances.
Market development, operational and
fnancial progress
The infuence of economic conditions on the markets
in which Imtech is active was assessed. Business progress
within the divisions and the operating companies and the
fnancial reporting were discussed both in the Supervisory
Board meetings and in the meetings of the Audit
committee, the half-yearly and annual fgures in presence
of KPMG, where various matters were also discussed in
more detail. These matters included several reorganisation
plans regarding the Benelux, Imtech Spain and Imtech
Marine, which were announced earlier in the October
2012 trading update. Also, the impairment regarding the
Spanish division, trading updates, KPMGs management
letters, the annual forecast and the 2013 budget were
discussed. Summaries from analysts reports concerning
Imtech were discussed regularly.
Regular attention was paid especially by the Audit
committee to risk management, the provisions,
control of working capital and the cash position. More
specifcally, the Audit committee looked into the trading
updates related to the frst and third quarter, audit plan
18
In accordance with the whistleblower regulation, two
compliance issues were reported to the Audit committee
in 2012. These matters have been thoroughly investigated
and corrective measures have been taken.
Independence of auditor
The Audit committee evaluated KPMGs functioning as
an external auditor and its fees for auditing the fnancial
statements, as well as its other audit and non-audit
services. KPMG confrmed its independence from Imtech
in accordance with the professional standards applicable
to KPMG. KPMG attended the Annual General Meeting
of Shareholders on 4 April 2012.
Miscellaneous
At the Annual General Meeting of shareholders on
4 April 2012, the amended articles of association were
approved. The amendments included a name change
of the company to Royal Imtech N.V. among other
minor changes.
There have been no transactions involving a confict of
interest of Supervisory Board or Board of Management
members. No loans, advances or guarantees have been
provided to the members of the Board of Management
or Supervisory Board.
Composition Board of Management, functioning
and salary components, and remuneration policy
At the Extraordinary Meeting of Shareholders on
10 December 2012, Mr. G.J.A. van de Aast was
appointed member of the Board of Management for a
period of four years, from 1 January 2013 until the annual
General Meeting of Shareholders in 2017. The central
Works council advised positively on this appointment.
The Supervisory Board appointed Mr. Van de Aast as
chairman of the Board of Management (cEO) as of
27 February 2013. On the same date, Mr. R.J.A. van der
Bruggen stepped down as cEO and retired as planned as
of 3 April 2013.
Mr. J. Turkesteen was appointed as the new cFO as of
11 February 2013 and will be nominated as member of
the Board of Management on the Annual General
Meeting of Shareholders to be held on 28 Juni 2013.
The central Works council has advised positively on this
nomination.
Also, on 8 February 2013, Mr. B.R.I.M. Gerner stepped
down in joint consultation as cFO and as member of the
and audit costs, internal control (tasks, reviews and
follow-up), risk analysis of the various divisions, risk
management (claims and in control statement),
fnancing issues, an update on tax planning, insurances
and the aging of debtors.
In 2012, the Supervisory Board paid signifcant attention
to the negative working capital developments, specifcally
in Germany and Poland. The 2011 investigation and
recommendations by the Boston consulting Group were
discussed. Furthermore Imtech instructed REL consultancy
(a Hackett group company) to develop a debt collection
program. An ABN Amro analyst report that was issued
late 2012 and analysed Imtechs working capital
developments was discussed extensively with the Board
of Management.
Internal control, risk management and
compliance matters
Attention was also paid - especially by the Audit
committee - to the Board of Managements evaluation of
the internal risk management and control systems and
the follow-up of the fndings from KPMGs audit.
The Audit committee critically reviewed KPMGs
observations regarding internal control, the follow-up of
previous fndings and the internally prepared in control
statements. According to these statements the most
important operational risks were suffciently controlled by
the various divisions. In April 2011, Imtech established
a Risk & Insurance council, in which all divisions are
represented. The Risk & Insurance council gave
a presentation to the Audit committee on the way
Imtech controls its risks and which steps it would take
in the future, such as expanding from operational risk
management to enterprise risk management. Moreover
and as a pilot, an external advisor carried out a Risk
Assessment Bribery for two subsidiaries in order to
determine any possible gaps with compliance in
connection with fraud, corruption and competition.
This report was discussed widely within the company
and Imtech has set to work to follow-up on these
recommendations.
Two members of the Audit committee joined a meeting
of the Risk & Insurance council. On the advice of
the Audit committee, the Risk & Insurance council
contacted other companies to gain better insight in
best practices.
19
Board of Management. To ensure continuity and due to
his familiarity with the company, Mr. Gerner remained
associated with Imtech as advisor for a period of time.
This advisory work has meanwhile been terminated.
The most important conditions of the agreements for
services with Mr. Van de Aast and Mr. Turkesteen are
published on Imtechs website (www.imtech.com). In
compliance with the Dutch corporate Governance code
and looking forward to the announced introduction of
claw back legislation, the agreements for services contain
clauses on claw back and public offering consequences.
On the personnel front, specifc and ample attention was
paid to the organisational structure and the succession
planning for the senior management. In 2012, the
functioning of the former Board of Management was also
evaluated in the absence of the Board of Management.
The targets for the variable income (both short-term and
long-term) are reviewed annually and specifed for each
Board of Management member at the beginning of each
year by the Remuneration committee. Its report is
published on Imtechs website (www.imtech.com).
Through the Remuneration committee, an external
advisor advises the Supervisory Board on the changes in
market conditions with respect to all salary components.
This advisor does not advise the Board of Management
on the remuneration of its members. The Remuneration
committee proposed, and the Supervisory Board
approved, the following in respect of the salary
components of the Board of Management members.
The base salary of the Board of Management members
is in line with the median level of Board of Management
members of larger (international) Dutch companies whose
functions are of a comparable weight. On 1 January
2012, the base salaries of both the then chairman of the
Board of Management as the former cFO were increased
by 5% and were set at 736,050 euro and 514,500 euro,
respectively.
The variable short-term income of the members of the
Board of Management was established on the basis
of a combination of the achievement of the fnancial
objectives of the Group and personal goals. The variable
short-term income for 2011 (paid in 2012) was for the
then chairman of the Board of Management 79.2% of
the base salary in 2011 (at target 55%) and 57.6% for
the former cFO (at target 40%).
In the context of the long-term variable income
2009-2011, on 10 April 2012, 55,203 shares vested
to the then cEO and 28,352 shares to the then cFO.
This number was determined by reference to the
achievement of targets and meant that 123.5% of the
conditional award was fnally granted. Due to an error
in the calculation in 2011, the percentage of the shares
conditionally granted in 2008 (2008-2010) was incorrectly
set at 123.5% instead of 128.5%. This was corrected in
2012 resulting in 1,405 additional shares unconditionally
vesting on 4 April 2012 to the then chairman of the
Board of Management and 464 additional shares to the
then cFO. Half of the vested shares were sold to pay the
taxes due. For the remaining shares a retention period of
two years applies (which ends when the member retires).
Because of a one-year extension of the employment
agreement with Mr. Gerner in April 2012, the discount
applied to the fnancial year 2011 to the variable
long-term income 2011-2013 was undone, bringing the
total number of shares conditionally granted for this
period to 11,448. For the purpose of long-term variable
income in 2012, respectively 2012 2013 8,922 shares
were awarded to the then cEO and 14,032 shares were
awarded to the then cFO granted conditionally
(calculated at a price of 22.00 euro).
In light of the recent developments, Imtech has asked the
Former cEO and the Former cFO to return in full their
short- and long-term bonuses paid over 2010 and 2011.
We will take further steps in this regard where available.
The Former cEO and the Former cFO have already agreed
not to seek any bonuses for 2012.
The main elements of the remuneration policy approved
by the General Meeting of Shareholders and currently in
force are as follows:
the base salary is set at the median level of the
reference market for directors of large Dutch
companies;
the amount of the variable income depends on
objectives set in advance and can, if achieved
(at target) add 135% to the base salary of the
chairman of the Board and 100% of the base
salary of the cFO. The targets for the chairman
of the Board and cFO are focused around 40%
on the short term (one year) and approximately
60% on the long term (three years);
the short-term variable income targets are in the
area of EBITA growth (50%), revenue growth
(30%) and personal goals (20%);
20
the long-term variable income targets are in the
area of strategic objectives (together 50%) and
Total Shareholders Return (TSR) compared with
the peer group (50%). The TSR number is
calculated on the basis of the average ranking
over three years of the annual price increase plus
dividends paid of comparable companies;
the peer group comprises the companies in the
Midcap index of NYSE Euronext Amsterdam;
achievement of the short-term targets is rewarded
by an annual cash amount;
achievement of the long-term targets is awarded
after three years in shares, which are awarded
conditionally in advance. After these three years,
the shares have to be held for another two years;
the Remuneration committee may, per target,
deviate from the variable income in cash or shares
set for at target (level 100%). For excellent
performance the variable income may amount to
a maximum of 150% of the at target amount
of cash or number of shares. This percentage may
be reduced to zero for non-achievement of the
objectives. The measurement method is based on
a sliding scale within a graduated classifcation;
and
general fringe benefts.
In the context of the remuneration policy, during the
Extraordinary Meeting of Shareholders on 10 December
2012 a revised share scheme for the new members of the
Board of Management was approved.
The Remuneration committee concluded that the
remuneration policy (adopted at the General Meeting of
Shareholders on 7 April 2009) should be reassessed and
aligned with the revised strategy, due to the strategic
changes of Imtech, giving special focus to the operational
performance of the business with special focus on project
management, working capital management and cash
generation. The Remuneration committee therefore
proposed to amend the remuneration policy at the 2013
Annual General Meeting of Shareholders (see page 27
(Refnancing, tightening of business controls and
amendments to the remunerations structure) for a
description of the proposed changes to the remuneration
policy).
Supervisory Board composition, profle and
own function
During the General Meeting of Shareholders on 4 April
2012, Mr. Baan was reappointed for a period of four
years. From that date he was also appointed as Vice
chairman of the Supervisory Board. Unfortunately,
Mr. Baan deceased unexpectedly in April 2013.
The composition of the Supervisory Board and the
expertise of its individual members as a whole meet the
profle requirements of the members and are such that
the Supervisory Board is able to carry out its duties. The
Supervisory Board strives for diversity in terms of amongst
others gender and age in achieving a desired balance in
its composition. The required expertise and experience,
as well as the availability of the right candidates, are
decisive when proposing candidates for (re)appointment.
Therefore, although Imtech pays close attention to gender
diversity in the profles of new Board of Management and
Supervisory Board members in accordance with article
2:166 section 2 of the Netherlands civil code, Imtech
does not strictly follow the recommendation for an
explicit target on gender diversity and has not formulated
concrete targets in this respect. The Supervisory Board will
continue to discuss with the Board of Management how
to further promote diversity within the Imtech group.
All members of the Supervisory Board are independent
of Imtech in accordance with the Dutch corporate
Governance code. The duties and procedures of the
Supervisory Board and its committees are set out in
regulations. The profle and the regulations can be found
on the website of Imtech (www.imtech.com). On page
22, you can view the particulars of the members of the
Supervisory Board.
The self-assessment on the functioning of the Supervisory
Board and its committees was carried out in 2012 under
the guidance of an external consultant. In this context,
individual interviews were held with each member of the
Supervisory Board and also with the members of the
Board of Management, the Human Resources Director,
the company Secretary and the external auditor. These
conversations took place in late December 2012 and
mid-January 2013. The evaluation took place in
mid-February 2013, also under the guidance of the
external consultant.
During the Annual General Meeting of Shareholders on
4 April 2012, shareholders were informed (i) that there
would be a vacancy in the Supervisory Board during
the Annual General Meeting of Shareholders in 2013
due to the resignation of Mr. R.M.J. van der Meer
by rotation, and (ii) that the General Meeting of
Shareholders and the central Works council have the
21
right to recommend persons for appointment as member
of the Supervisory Board.
Mrs. R.D. van Andel was appointed by the Supervisory
Board on 1 July 2012 as a member of the Nomination
committee and the Remuneration committee.
Looking forward
At this time, based on recent events and fndings,
it has been decided in consultation with the Board of
Management to evaluate the governance, risk and control
(GRc) policy within Imtech. To this end, Ernst & Young
conducted an investigation and prepared a report. As
a result, Imtech has set up an internal audit department
which monitors compliance and operation of the various
internal risk management and control systems. A newly
established Tender Review Board will oversee the tender
procedure and the four-eyes principle has been extended.
In addition, the authorisation matrix was revised to,
among other things, involve the Supervisory Board earlier
on projects and record its approval, and to tighten the
power to provide (bank)guarantees. The charter of the
Audit committee was amended to intensify its risk
monitoring function. The Supervisory Board and the Audit
committee will closely monitor the further evaluation and
the measures to be taken further in this area.
The company culture needs to be improved on matters
like business ethics, compliance and business dilemmas.
Key-employees will be trained on these items, to start
with the top 150 in the second half year of 2013.
These trainings will not only focus on knowledge transfer,
but also on the development of an appropriate company
culture in which integrity, loyalty and critical thinking
remain in balance with each other. These trainings will
also focus on improved knowledge of the relevant
(compliance) framework, including the whistleblower
procedure. The Supervisory Board will closely monitor the
improvements of the companys culture.
Acknowledgement
The Supervisory Board acknowledges that the events
uncovered during the investigations occurred on its
watch. Mr. Van der Meer will retire at the end of the
Annual General Meeting of Shareholders on June 28,
2013. Another vacancy exists as the result of the said
passing away of Mr. Baan. Mr. Van Tooren and Mr. Van
Amerongen will resign per the end of this Extraordinary
General Meeting of Shareholders. They will attend the
Extraordinary General Meeting of Shareholders to give
account regarding the annual report and the 2012 annual
accounts. In the interest of the desired continuity within
the Supervisory Board, Mrs. Van Andel and Mr. De Rooij
have agreed to continue their role as members of the
Supervisory Board. The continuance of their function
for a longer term depends on the further flling of the
vacancies within the Supervisory Board and with due
observance of the profle as determined for the size and
composition of the Supervisory Board.
The Supervisory Board deeply regrets that the events
occurred and were not detected at an earlier and less
progressed stage. To all the stakeholders of Royal Imtech
we offer our apologies for the situation that has arisen.
We are confdent that following the investigations,
all possible actions have been taken and will be taken
to minimise the risk of further mishaps in the future.
The Supervisory Board expresses its gratitude to all Imtech
employees for their efforts in 2012 and their resilience
under challenging circumstances in 2013. We especially
want to thank the new members of the Board of
Management for expeditiously and decisively addressing
the challenges Imtech faced in the beginning of 2013.
Gouda, 18 June 2013
On behalf of the Supervisory Board,
Rudy van der Meer, chairman
22
R.M.J. (Rudy) van der Meer chairman, appointed in 2005, current term ends 2013
(1945) Member of the Audit committee
Member of the Remuneration & Nomination committee
Former member of the Board of Management
Akzo Nobel N.V.
Supervisory Board memberships James Hardie Industries SE
LyondellBasell N.V.
coperatie VGZ UA (chairman)

E.A. (Eric) van Amerongen Appointed in 2002, current term ends 2014
(1953) chairman of the Remuneration & Nomination committee
Intermediary with representative bodies
Former cEO Koninklijke Swets & Zeitlinger N.V.
Supervisory Board memberships Thales Nederland (Vice-chairman)
Shanks Group Plc (senior independent
non-executive director)
BT Nederland B.V. (Vice-chairman)
Essent N.V.
Koninklijke Wegener N.V. (Vice-chairman)
ANWB B.V. member of the Supervisory Board
Vereniging ANWB
R.D. (Ruth) van Andel Appointed in 2011, current term ends 2015
(1961) Member of the Remuneration & Nomination committee
Intermediary with representative bodies
Former lawyer/partner clifford chance te Amsterdam
Supervisory Board membership Member of the Supervisory Board Stadsschouwburg en
Philharmonie in Haarlem
Important additional function Member of the Board Jeugdsportfonds Nederland
A. (Adri) Baan Appointed in 2008
(1942 05-04-2013) Vice-chairman
J.J. (Joop) de Rooij Appointed in 2011, current term ends 2015
(1961) Former cFO and member of the Executive Board of
Directors SHV Holdings N.V.
Supervisory Board membership ADG dienstengroep B.V.
Important additional function Member of the Board Nederlands-Duitse Handelskamer

FUNCTION SUMMARY
SUPERvISORY BOARD AND
BOARD OF MANAGEMENT
Supervisory Board
23
A. (Harry) van Tooren Appointed in 2006, current term ends 2014
(1947) chairman of the Audit committee
Former member of the Executive committee ING Europe /
Wholesale International
Supervisory Board membership Hunter Douglas N.V.
Important additional function Member of the Supervisory Board Maasstad Ziekenhuis
(hospital)

G.J.A. (Gerard) van de Aast Member Board of Management
(1957) Appointed in EGM on 10-12-2012 as of 01-01-2013

J. (Hans) Turkesteen cFO as of 11-02-2013
(1963) Proposed for appointment as member of the Board of
Management in AGM on 28-06-2013

R.J.A. (Ren) van der Bruggen chairman of the Board of Management until 27-02-2013
(1947) (retired as of 03-04-2013)
Appointed in 1999

Supervisory Board memberships

Grontmij N.V.
Aalberts Industries N.V.
Important additional functions Member of the Exchange council NYSE Euronext
Member of the Supervisory Board Gelderse Vallei
Ziekenhuis
Member of the Board Nederlands-Duitse Handelskamer
Member of the Board Stichting Beschermingspreferente
aandelen Fugro

B.R.I.M. (Boudewijn) Gerner Member of the Board of Management until 08-02-2013
(1951) (resigned as of 08-02-2013)
Appointed in 2002

Supervisory Board membership

Laurens / Laurens Wonen
Important additional function Vice-chairman International chamber of commerce
Nederland
All the Supervisory Board and Board of Management members are Dutch nationals.
Supervisory Board
Board of Management
25
REPORT OF THE BOARD OF
MANAGEMENT
Exceptional developments and their consequences
As mentioned in the Preface, the extraordinary events of
2012 and early 2013, and their consequences, have been
the determining factor for the period under review.
A review of these events is given below. A full report to
shareholders on the investigations and actions we have
taken in relation to these events and the further actions
we aim to take to reduce Imtechs risk profle going
forward is available on our website: www.imtech.com
Write-offs in respect of Poland
At the end of January 2013 questions were asked about
the circumstances under which the Adventure World
Warschau project - an adventure park near Warsaw - and
other Polish projects were taken on. A team of specialists
went to Poland to investigate further and concluded that
irregularities in respect of these and/or other projects in
Poland could not be ruled out. On 4 February 2013 we
reported an unexpected write-off of at least 100 million
euro on projects carried out bij Imtech In Poland, and
possible irregularities in connection with Polish projects.
At the same time a forensic investigation was instigated
and the local management in Poland was suspended from
duty. Investigations revealed that in the 2012 half-yearly
fgures around 200 million euro in promissory note and
pledged accounts, related to the Adventure World
Warschau project had been incorrectly presented under
IFRS as cash and cash equivalents. This sum was treated
as advance payments for work in progress for the
Adventure World Warschau project although these
advance payments had not become available to Imtech.
The interim fndings led to the conclusion that the original
promissory note should not have been classifed as cash
and cash equivalents in the 2012 semi-annual fnancial
statements but instead as fnancial assets.
On 27 February 2013 the possible write-off in Poland
rose to around 150 million euro (before taxes), compared
to the initially reported numbers in February 2013.
On 12 March 2013 a defnitive and binding extrajudicial
settlement was agreed with Adventure World Warschau
and, among others, its associated companies.
The settlement provided a solution for all the issues
concerning the realisation of the adventure park and
related projects over which the parties were divided and
also terminated the partnership between the parties.
Write-offs in respect of Germany
On 5 February 2013 the cEO and cFO of Imtech
Germany resigned due to the situation in Poland because
they both had direct managerial responsibility for the
activities in Poland. At the same time we appointed new,
interim, top-management in Germany. On the basis of
a further analysis of the situation in Germany the newly
appointed management was confronted with valuation
problems on projects and (old) receivables in Germany.
An evaluation of the situation led to conclusion, on
27 February 2013, that a write-off of around 150 million
euro (before taxes) would probably be necessary. This
foreseen write-off was related to a write-off on overdue
debtors, a lower estimate at work in progress and losses
which were passed on to the future without proper
justifcation. An additional write-off of 70 million euro
was announced on 23 April 2013, which resulted in
a total write-off of 220 million euro in Germany.
Changes to the composition and size of the
Board of Management
As a result of the situation in which the company
has found itself, the composition of the Board of
Management was changed. Mr. Van der Bruggen (cEO)
took retirement on 3 April 2013. The chairmanship
had already been transferred to Mr. Van de Aast (cEO)
on 27 February 2013. Mr. Gerner (cFO) who resigned
on 8 February 2013 handed over his position to
Mr. Turkesteen (cFO) as of 11 February 2013 earlier
than planned. Mr. Turkesteen will be proposed for
appointment as a member of the Board of Management
during the next General Meeting of Shareholders (see
the Report of the Supervisory Board). The Board of
Management will be expanded from two members to
four members. The two additional board members will
concentrate primarily on business operations. One of
them will be responsible for Germany & Eastern Europe,
the other will be responsible for Imtech IcT, Traffc & Infra,
Imtech Marine and Imtech Spain & Turkey.
The divisions Benelux, UK & Ireland and Nordic will report
to Mr. Van de Aast (cEO).
26
Financial consequences
Financial stability
Taking the size of the write-offs into account, it was clear
that Imtech was not going to meet some of its year end
2012 bank covenants. Allthough formal covenant testing
had not yet taken place, Imtech and its main fnanciers
(including the holders of unsecured senior notes and the
largest guarantee holders) entered into discussions.
On 19 March 2013 Imtech reached an agreement with
the main fnanciers on the provisional continuation, until
1 August 2013, of their outstanding facilities as at that
date. In addition negotiations were started to reach
a more structural and longer term solution. As per
15 June 2013 Imtech and its main fnanciers have reached
an agreement on the continuation of the existing
facilities. Amongst others, the agreement includes
increased interest margins to be paid by Imtech and
several additional terms and conditions, some of which
will be tested on a quarterly basis.
As an addition to the existing credit facilities a bridge
facility of 500 million euro (350 million euro cash and
150 million euro guarantees) was agreed with ING and
Rabobank in February 2013. This bridge facility can be
used to fnance the normal seasonal fuctuations in
working capital. This facility is still in place and available
until 31 October 2013. The bridge cash facility will be
repaid with proceeds of the rights issue.
To reinforce equity a rights issue of 500 million euro is
planned, which is underwritten by ING and Rabobank
by means of a volume underwriting commitment under
customary conditions. We are currently preparing this
rights issue and intend to fnalize this issue in the summer
of 2013. The rights issue is conditional to the approval
by the AGM, which will be held at 28 June 2013.
The above elements are of major importance in Imtechs
progressing with fnancial restructuring, towards
a stronger and sustainable fnancial position. Despite
the inherent uncertainties in this restructuring process,
we believe that there is suffcient ground to assume
a successful conclusion thereof. We have prepared the
fnancial statements 2012 on the going concern basis.
Reference is made to note 4 in the consolidated fnancial
statements 2012 with respect to the going concern
assumption.
Adjustment of the fnancial information 2011
The write-offs in respect of Germany and Poland partly
relate to previous years, and have therefore been
accounted for by adjusting the fnancial information of
2011. Also other adjustments, in the Benelux and Spain,
have been taken into account. The adjustments have
been executed in line with the IFRS guidelines (IAS 8).
Germany and Poland
The irregularities in Germany and Poland have resulted in
a cumulative write-off of 370 million euro before tax.
Thereof 267 million euro has been included in the proft
and loss account 2012, 54 million euro has been adjusted
in the proft- and loss account 2011 and 49 million euro
has been corrected in the opening balance sheet 2011.
The tax credit in relation to the 370 million euro loss
amounts to 50 million euro, with respect to the
restatements only a tax credit is recognised for the
German losses since it is not expected that the
Polish losses can be offset against taxable profts in
the near future.
Other material prior period errors
In light of the events in Germany and Poland, the internal
and external audit work has been intensifed in all
other segments of the Group. This has resulted in the
identifcation of other prior period errors, in the
Netherlands and Spain.
Imtech Netherlands has incorrectly recognized
intercompany profts, charged to the division Germany
and Eastern Europe. These intercompany transactions and
results have been reversed, thereby decreasing the results
in the Benelux segment. These reversals amount to
10 million euro for 2012, 7 million euro for 2011 and
14 million euro for prior years (all amounts before tax).
The latter has been adjusted in the opening balance
sheet 2011.
In Spain irregularities have been identifed in one of
the business units, where management had historically
overstated results and work in progress. This management
is no longer employed by the division and internal (group)
controls have been strengthened. The misstatement,
for a total of 5 million euro result before tax, has been
adjusted in the proft and loss account 2011.
27
Cash fow
Net cash fow for 2012 is negative and amounts to -
140 million euro (2011: 102 million euro positive),
which is mainly driven by investments, relating to new
acquisitions (104 million euro) and to (in)tangible assets
(80 million euro). The net cash fow from operating
activities amounts to 8 million euro positive (2011:
141 million euro positive). A signifcant negative impact
was the loss for the year, which was partly offset by the
decrease of working capital as per year-end 2012.
Other
The income tax credit for the year 2012 is limited,
compared to the size of the negative result before tax.
This results from the limitations with respect to (future)
tax loss compensation, mainly in the Netherlands,
Germany and Poland. Due to the signifcance of the
losses in 2012 and prior years, the boundaries of tax
compensation in the near future have been reached.
Refnancing, tightening of business controls
and amendments to the remuneration structure
In view of the situation, on 27 February 2013 we
announced vigorous measures.
Financial restructuring
We are working on a fnancial restructuring aimed at
rebuilding a robust fnancial structure. This restructuring
has a number of components, which are summarised
below.
Rights issue
We aim to strengthen our equity through a rights issue
of 500 million euro. This rights issue is underwritten by
means of a volume underwriting commitment, under
usual conditions. The proceeds of the rights issue, after
deduction of expenses, will be completely used for debt
reduction and will reinforce the balance sheet. The rights
issue has yet to be approved by the shareholders.
Bridge loan agreement
We have agreed a bridge loan agreement of 500 million
euro, available to the company on demand, with Rabo
Bank and ING. This agreement comprises a 350 million
euro bridge cash facility and a bridge guarantee facility
of 150 million euro. This bridge loan agreement will serve
as a supplement to existing facilities and will, if necessary,
be used to fnance the normal season-related fuctuations
in working capital. The bridge cash facility will be repaid
with proceeds of the rights issue.
Financial results 2012
Operational performance
Total reported result before tax for 2012 amounts to
a loss of 222 million euro.
The operational performance in terms of EBITDA was
adversely impacted by the write-offs in Germany and
Poland, the restructering charges, as well as by diffcult
market conditions in Benelux, Spain and Marine. The
restructuring charges, relating to the Benelux, Spain and
Marine, amounted to 50 million euro. In the Benelux a
signifcant operational loss was realised, in ongoing very
diffcult markets. Marine has also experienced a diffcult
year, with below target operational performance. Good
performance was delivered by the UK & Ireland, Nordic
and IcT, with increased EBITDA (margins) as compared to
2011, partly driven by acquisitions. Germany and Eastern
Europe results were heavily impacted by the write-offs as
described earlier.
The net fnance result for 2012 amounts to (65.9) million
euro, compared to (52.0) million euro in 2011. The
increase mainly relates to higher fnance expenses,
refecting the increased interest bearing debt postion
of Imtech.
Financial position
The net loss in 2012, and the net effects of the prior year
restatements, have resulted in a signifcant decrease of
total equity and, as a consequence, of our solvency (14%,
compared to 22% as at 31 December 2011). Our net
debt position has increased in 2012 to 773 million euro
as at 31 December 2012, compared to 576 million euro
at year-end 2011. A major driver for the debt increase are
the payments regarding the acquisitions in 2012.
Net working capital, after the write-offs regarding
Germany and Poland, has signifcantly decreased during
2012. This was mainly the result of a signifcant increase
in other liabilities. With respect to the other components
of working capital, there have not been signifcant
changes or issues during 2012.
The non current assets have increased to 1,537 million
euro, compared to 1,419 milion euro as at 31 December
2011. The increase is mainly acquisition-related and
includes goodwill and other intangible assets. A goodwill
impairment of 20 million euro has been booked regarding
our Spanish division.
28
Projects with a value of above 75 million euro will
require approval of the entire Board of Management
and in addition such projects must be submitted for
prior approval by the Supervisory Board.
A more stringent and enhanced authorisation matrix
was reinforced.
An internal audit department was set up.
This department among others reviews valuation of
work in progress and of overdue receivables. It also
promotes and oversees compliance with Imtechs GRc
policies throughout the organisation. Furthermore,
when designated by the Board of Management,
the internal audit department will carry out special
investigations and tasks for the Board of
Management.
Strengthening the awareness of our accounting
principles, and promoting the sound application
thereof. This has been implemented and will continue
to be implemented within our company. The
application of these tightened accounting principles
not only extends to monthly reporting of actual
results, but also to elements such as budgets and
forecasts.
Introduction the two pairs of eyes principle for the
fnancial funtion whereby divisional controllers are
required to not only report to the relevant division
director but also to the cFO. Decisions regarding
hiring, appraisals, terms of employment and dismissal
will need to be taken by the relevant division director
acting together with the cFO.
For the legal function, the two pairs of eyes
principle has been reinforced. All divisional in-house
lawyers will need to report to their own manager,
as well as to the Group Director GRc.
A revision and reinforcement of treasury policies
related to working capital management, additional
interim internal cash forecasting and reporting,
stricter guidelines and rules for local fnancing
facilities, centralised control and management of
guarantees and cash.
Organising intensive training programmes for staff
to support the above and to encourage a high level
of awareness in respect of GRc and stimulate
appropriate corporate culture towards the right mix
of integrity, loyalty and critical thinking.
Revision of the senior management incentive plans
to align the remuneration with our strategy and
target with less focus on revenue growth and more
focus on cash generation.
Agreement with major fnanciers
On 15 June 2013, Imtech concluded with its main
fnanciers regarding waiver and amendment agreements.
The key elements of these agreements are a covenant
holiday for 2013 with quarterly testing of fnancial
covenants thereafter and a signifcant step-up in margins
given the change in credit profle. Until Imtech reaches
a leverage ratio lower than 2.0 EBITDA, Imtech is
bound by tighter restrictions regarding inter alia the
payment of cash dividends, the incurrence of additional
fnancial indebtedness andacquisitions and disposals.
The agreement with the major fnanciers contains change
of control clauses.
Provisions policy
We will adopt a more conservative approach to valuing
and making provisions for receivables from third parties.
Rightful receivables will be collected vigorously using
all the appropriate measures.
A robust fnancial structure
During the coming years we will focus on achieving
a more conservative fnancial structure. We are striving
for a net debt/EBITDA ratio (leverage ratio) of 1.52.0
no later than at the end of 2015. It is also important that
there is suffcient headroom to fnance the seasonal need
for working capital while retaining a buffer for unforeseen
circumstances. By achieving the leverage ratio and
suffcient headroom, we will have realised a more robust
fnancing structure. We do not foresee any acquisitions in
the coming two years and our capital expenditure policy
has been tightened.
Strengthened GRC policy
With the announcements of the write-offs in Poland
and Germany we have reviewed the already existing
governance, risk and control (GRc) policy. Although
we were already in the process of strengthening and
improving our GRc policy, we decided to accelerate this
process. A strengthened GRc policy is part of our new
management model, which is aimed at reducing the
risk profle of the company. We will continue to employ
a decentralised management model as the basis of its
organisation, but with strengthened quality and
effectiveness of its business controls.
To this end the following measures have been announced
and we already started implement these measures:
Strengthening the Tender Review Board. All projects
with a value of 15 million euro or more or with a high
risk profle will require approval by the cEO or cFO.
29
unions concerned regarding various social plans. The total
cost of these reorganisations amounts to 50 million euro.
Pensions transferred in 2012
Most of Imtechs employee pension schemes are placed
with industrial pension funds and insurance companies.
In Germany the pension provision is self-administered.
We also had a supplementary pension scheme for higher
and middle management (exedent scheme), that was
placed with Imtechs own pension fund in the Netherlands
- Stichting Imtech Pensioenfonds (the Fund). Pensioners
and employees of the holding company, Imtech IcT and
Imtech Marine, as well as the so-called inactive
participants, were also placed with the Fund. In total
the Fund had around 1,900 participants. As a result
of the fnancial crisis the Fund had a limited coverage
shortfall. The company was not obliged to pay any
supplementary contributions, since the Fund was totally
separate from the company. After consultation with
De Nederlandsche Bank, the Board of the Imtech Pension
Fund and the Participants council decided to dissolve the
Fund as of 1 June 2012. The reasons behind this decision
were the size of the Fund, the increasing administration
costs, regulatory pressure, investment risks, interest rate
development, increasing demands on Board members
and insuffcient possibilities for a solid recovery of the
coverage level. The pensions have now been placed partly
with the Pensioenfonds Metaal en Techniek industry
pension fund and partly with the insurance company
Delta Lloyd. Both transfers have taken place at no further
costs to the participants.
Strategy
We aim to become the preferred technology partner of
our customers through delivering integrated technical
solutions, which assist its customers in reducing the total
cost of ownership of their facilities.
We will continue to employ a decentralised management
model as the basis for our organisation. Historically, this
model has proven to be successful for the growth of
our company as it supports optimal relationships with our
customers by being responsive to customers needs and
stimulating local entrepreneurship. We believe that our
decentralised business model will be a signifcant driver
of growth for our company.
Our strategy is based on three pillars: operational
excellence, organic growth and acquisitions.
Strengthening of the Board of Managements
operational role by the appointment of two board
members.
Management targets and variable income
The management targets, and the variable income
component linked to the targets for the Board of
Management members and the senior management,
have been evaluated in consultation with the Supervisory
Board. Subject to the approval of the General Meeting of
Shareholders, the remuneration systems and targets will
be brought in-line with the strategy. This applies for both
the Board of Management and senior management. As
far as the short-term variable income is concerned the
aim will be a balanced mix of proftability (EBITA), cash
conversion and personal targets in the ratio 40:30:30. The
targets will be linked to an ambitious, but realistic, budget
agreed in advance. As far as the long-term variable
income is concerned, the proposal is a plan based for
40% on the achievement of the realistic cash conversion
targets (90% of EBITA) and for 60% based on the TSR
(Total Shareholder Return) compared to a representative
group of comparable stock exchange listed companies.
Dividend
Based upon the discussions above, no dividends will be
paid out over the 2012 fnancial year. The company is
not allowed to pay cash dividends as long as it has not
reached a leverage ratio of < 2.0 EBITDA.
Reorganisation in the third quarter of 2012
The market in the Benelux and Spain is structurally
challenging. Despite the strategic reorientations, cost
reductions and effciency measures that have been
implemented since 2010, we have had to cope with low
production levels, under-utilisation and a limited EBITDA
contribution. On top of that, it is anticipated that in 2013
the buildings market in the Netherlands, Belgium and
Spain will worsen yet again. The infrastructure market
is also under pressure in the Benelux. In 2012 Marine
experienced the effects of a low order intake in the
preceding years. Here too the EBITDA contribution
towards the Group result is modest. For these reasons,
at the end of October 2012 we decided to carry out
a reorganisation. The objective was to achieve a better
business-economics structure by matching the business
situation to the cost levels prevailing in the market.
Unfortunately this has meant the loss of over 900 jobs in
the Netherlands, Belgium and Spain. We have reached
agreement with the representative bodies and trade
30
our accounting policies. Further, we require and
strengthened monthly reporting and forecasting and
improved working capital management in each of
our clusters, divisions and business units. Moreover,
we will revise our treasury manual, implement
a treasury management system and restructure
our existing cash management and cash pooling
arrangements.
c. Procurement processes
Late 2011 we improved our procurement strategy
by focusing on cross-divisional cooperation to realise
more value and synergies for our company and our
customers. This is mainly done through
cross-divisional framework contracts with suppliers.
Project-specifc contracts and divisional framework
contracts basically reside with the divisions.
Our procurement strategy aims to unlock suppliers
innovations and bring the right innovations to the
whole Group, where possible on an exclusive basis,
as part of long-term partnerships or intensive
collaborative relationships with suppliers. Besides that,
our procurement also focuses on reducing the total
cost of ownership for a customer by taking all
(internal and external) costs into account and
minimising those costs integrally. In order to facilitate
growth of our green technology solutions, our
procurement policy is to identify and encourage our
suppliers to develop and offer green technology
components that can be used by the groups divisions,
which we believe is valued by our customers.
d. Tender procedures
Our previous tender processes included making a risk
analysis (essentially aimed at assessing the possible
risks and other consequences of the activities) before
commencing work on a project and used a central
database and risk analysis tool (the Risk master tool).
We are reinforcing our tender procedures and
approval of tenders, and (i) introduced an
immediately effective measure as per 20 March 2013
that prior approval of the cEO or cFO of the
company is required for projects with a value above
15 million euro and (ii) are introducing a Tender
Review Board, which will oversee the tender
procedures for new projects. We are considering
upgrading the Risk master tool so that projects can
be monitored at corporate level not only at the
commencement stage, but throughout the entire
project.
I. OPERATIONAL ExCELLENCE
Operational excellence focuses on how we can better
use our resources, plan matters better and avoid mistakes.
We are currently assessing the best practices of
operational excellence that exist within our company
and intend to implement them across the group, whilst
still taking into account the differences among the various
operating clusters.
The operational excellence programme has been
divided in six main components: (a) project management
and project execution, (b) cash and working capital
management, (c) procurement processes, (d) tender
processes, (e) risk management, and (f) governance and
control.
a. Project management and project execution
As a project driven company, project management
and project execution are key for realising a healthy
project proftability. Within our company, there
are differences on how projects are managed and
executed (e.g. means of ensuring the most
appropriate project manager is working on
a particular project, selection of the optimal team for
a project, selection of the right sub-contractor(s),
accurate planning and logistics for the project), and
this will remain so in the future. However, in particular
in view of the industrial trend of increasing complex
projects, assessing and rolling out internal best
practices to improve project management and project
execution is an advantage which can beneft all
business units. In the beginning of 2012 we started a
programme for developing and training senior project
managers. We will continue to focus on improving
project management and project execution, and will
reinforce project management programmes and
continue to assess and implement best practices.
Furthermore, we will start global account
management for key customers that are active in
multiple locations (and who are serviced by multiple
operating clusters or divisions within the group),
so that our largest customers are managed centrally.
b. Cash and working capital management
Within project businesses, cash and working capital
management are of great importance. Since 2010
working capital requirements have been increasing.
We will enhance our working capital and cash
management with specifc attention to customer
billing and invoice payment procedures and tighten
31
e. Risk management
Risk management is an important element in the daily
business of a project driven company. Due to the
recent fndings, we decided to accelerate our process
of strengthening and improving our GRc policy under
the direct responsibility of the Group Director GRc.
In February 2013, with the assistance of an external
adviser, we started a review of the companys existing
risk management procedures and systems. That
review indicated that the development of the risk
management and internal control infrastructure had
not been commensurate with the increase in
complexity and size of our company that resulted
from the growth of the company over the last years.
We are therefore strengthening our risk management
policy, e.g. by enhancing our tender procedures and
appointing a Group Director GRc who will also be
directly responsible for risk management.
f. Governance and control
We already had several internal rules and regulations
in place in the felds of governance and compliance.
Since February 2013, we are reinforcing the quality
and effectiveness of our governance and control
mechanisms, changing the role of the Board of
Management, adopting other governance measures
and strengthened the fnancial and legal function. In
this process, we will be advised by external experts.
II. ORGANIC GROWTH
We envisage realising organic growth through the
following four components: (a) focus on recurring
revenue streams, (b) multi-service, multi-site offerings,
(c) capitalising on acquisitions and (d) scaling technologies
across the Group.
a. Focus on recurring revenue streams
We apply a continuous focus on securing recurring
revenue streams (i.e. revenue streams from a
customer who keeps returning for various services
and recurring work such as multi-year maintenance
contracts). We believe that leveraging our diverse
customer base and contract portfolio contributes
to attractive recurring revenue streams across all
of its operating segments. We envisage to provide
additional services to existing customers within
a certain business segment, introduce new services
to existing customers across business segments, and
try to secure a sustainable recurring revenue stream
from new customers.
b. Multi-site/multi-service solutions
As set out above, we perceive an increasing trend
among our customers to outsource a wide range of
technical services and seek multi-site/multi-service
solutions, due to increasing technical complexity of
their systems, cost pressures and a desire to devote
more attention to their core businesses. We believe
that these outsourcing trends create attractive growth
opportunities. We have positioned ourselves to
beneft from these trends through using our wide
range of multi-technology competences, logistical
expertise and our dense local network in key
geographies. This allows us to provide a local or
multi-national one-stop-shop service offering to our
customers for multi-site/multi-service offerings.
c. Capitalising past acquisitions
We acquired numerous companies over the last years.
For many of these acquired companies the integration
process has been completed or is in an advanced
stage, allowing us to beneft from synergies post
acquisition. For certain other acquired companies,
integration will need to commence. For a number
of more recent acquisitions, we have accelerated the
integration processes, mainly through sharing best
practices on execution, technology and organising
back offces effciently.
d. Scaling technologies across the Group
We envisage to increasingly leverage our customer
relationships and knowledge across the Group in
order to unlock additional growth potential, e.g. by
sharing customer relationships, competences, notable
experience or specifc know-how across our company.
We assessed the extent to which this approach could
be used most effectively given market outlook and
potential proftability. In the light thereof, we
identifed the following four markets in which its
clusters, divisions and business units could share
know-how and experiences:
Green technologies
Water technologies
Data centres
care and cure
32
III. ACQUISITIONS
We operate in very fragmented markets, which provides
growth opportunities through consolidation. Historically,
we actively pursued a buy-and-build strategy and have
acquired a large number of companies. Given our current
fnancial position and measures to realise operational
excellence and organic growth, we foresee no further
acquisitions in 2013 and 2014. As of 2015, we aim to
actively pursue acquisitions again.
Industry trends
We have based this strategy on the following trends
within the industry we operate in:
A growing need for increasingly complex
technical services
In the end-markets where we are active, we perceive an
increasing use of technology, which in addition becomes
more and more complex. We believe that the need for
reliable design, engineering, installation and maintenance
services grows correspondingly. We have experienced that
customers fnd themselves less equipped to source the
complex services as mentioned above internally and seek
to outsource them to high-quality service providers in
close proximity to their operations.
Increasing regulatory and HSE requirements and
an ageing asset base require external expertise
Our end-markets are facing increased regulatory
requirements, an ageing asset base and (in particular
for the industry market) more stringent health, safety,
environmental and quality requirements. As a result,
customers in these industries are increasingly focused
on improving the integrity of their assets and operations,
improving service levels and lowering their costs. We
believe that customers will increasingly require external
expertise in order to accomplish these objectives.
Customers require one-stop-shopping
We perceive an increasing trend among our customers
to outsource a wide range of technical services, due to
increasing technical complexity of their systems, cost
pressures and a desire to devote more attention to their
core businesses. We also observe that some of our larger
customers are increasingly making outsourcing decisions
at holding level rather than on a facility-by-facility basis.
This leads to an increasing demand for integrated
technical service providers that are able to provide
technical services across a broad range of technical felds,
as well as in multiple locations (multi-site/multi-service
solutions). As such, we believe there is an increasing
demand for one-stop shopping, requiring technical
service providers to be able to provide the full suite of
services required in all stages of a project, including
operation and maintenance of assets.
Increasing importance of green technologies
We believe that green technologies present signifcant
opportunities for the technical services market.
As sustainability becomes an increasing concern to
businesses, national and local authorities and the public
at large, energy-effcient solutions in infrastructure and
facilities may continue to gain importance. In addition,
customers are seeking energy-effcient solutions as they
perceive energy prices as high. As a result, we have seen
new sectors open up related to the design, engineering,
installation, operation and maintenance of e.g.
photovoltaic and wind plants, hydroelectricity, biomass
and bio-fuel plants.
The following factors have contributed to the importance
of green technologies:
we have perceived that the need for advanced
technical solutions has become a prime focus for
industrial, commercial, maritime, infrastructure and
public sector customers, as national and local
authorities begin to impose more stringent
requirements or offer incentives regarding the use
of energy effcient systems and renewable energies
in response to growing concerns for sustainable
development
the increased average age of facilities requires
technical upgrades to bring them in line with
regulatory and standard comfort requirements
Further consolidation in the European technical
services market
The technical services market in most European countries
continues to be very fragmented. We believe that none
of the market leaders in these markets has a signifcant
market share. This fragmentation has led and is expected
to continue to lead to consolidation in the market.
Retaining and attracting well-trained technical staff
remains a critical success factor for technical services
companies
There is a shortage of well-trained technical staff in the
technical services industry we are active in and
newly-trained personnel (graduating from technical
educational programmes) is also scarce. The ability to
manage the impact of such shortage is a critical success
33
factor in the technical services industry and employee
recruitment and retention are strategic issues.
Competitive strengths
Our key competitive strengths include the following:
A leading technical services provider with strong
reputation to execute complex projects
We have a leading position with a strong reputation for
having in-depth knowledge to handle complex technical
services projects. While our competition in the technical
services industry is mostly fragmented, we have the
beneft of extensive knowledge and experience in various
end-markets which enable us to successfully complete
complex technical services projects. Given this knowledge
and experience, we believe we are well-positioned to
beneft from cross-selling opportunities and to provide
our services in all phases of project execution, i.e.
design, build, maintain and operate.
Multi-disciplinary technical services provider
offering its customers fully integrated solutions
We believe that our multi-disciplinary know-how helps
to position ourself as a one-stop-shop for our customers,
who are increasingly seeking providers that can offer
more complex and integrated technical services solutions.
We constantly adapt our service offering to meet our
customers ever-changing needs and we roll out new and
technological integrated services on an on-going basis.
For example, one of the current areas of focus is to
provide solutions for improving energy effciency and
energy savings in the markets of buildings, industry and
marine, areas that we believe present attractive
opportunities in green technologies.
A dense local network in the regions in which the
Group operates allows it to be highly responsive
to its customers needs
The technical services industry is a face-to-face
business, in which we deem close proximity to customers
to be essential. We therefore developed extensive branch
networks in each of our core markets, with around 500
branches in Europe and 60 branches outside of Europe,
mainly within our IcT, Traffc and Marine businesses. The
geographical proximity to our customers facilities allows
us to be reactive to our customers needs. We believe
that due to our extensive presence throughout certain
countries in Europe, we are well situated to provide
localised services within the agreed time frames/deadlines
to our customers. Our dense local network further allows
us to respond to the perceived growing trend among
our large customers to outsource technically complex
non-core service operations across their facilities over
multiple sites.
Long-term customer relationships and high
customer retention
Our close customer relationships were built through
years of providing technical services for our customers
operations, resulting in detailed knowledge and
understanding of our customers production process,
asset base and requirements. Our operational expertise,
close collaboration with our customers and our
performance and track record over many years have
resulted in signifcant customer loyalty helping to
maintain our long-term customer relationships.
For those customers with whom we have a long-standing
relationship, we have substantial experience with and
knowledge and understanding of customer processes,
and we believe that these factors would make it relatively
diffcult for such customers to switch to a competitor
of us. Relationships with hundreds of our customers
date back for several years, including, amongst others,
relationships with Airbus, Audi, BMW, Meyer Werft,
Repsol, Royal Dutch Navy, Skanska, Shell and UK
Highways Agency.
A predictable recurring revenue fow from a
diversifed customer base in different end-markets
We believe that our broad customer base with limited
concentration in any given end-market, long-standing
customer relationships, focus on maintenance services
with recurring revenue, broad service offering, as well
as our small average order size, provide us with and
predictable revenue fows. We have a diversifed customer
base of approximately 24,000 customers, active within
a range of markets and sectors. We are not dependent
on one or more customers or one particular market
or sector. We believe that this mitigates our exposure
to negative cyclical effects affecting such customers,
markets or sectors to some extent.
Award winning innovative solutions
customers are facing complex challenges due to factors
such as increased regulatory requirements, an aging
asset base and, in particular for industrial markets, more
stringent health, safety, environmental and quality
requirements. We provide innovative solutions for these
challenges and have won numerous awards for innovative
solutions developed by our professionals. These innovative
34
solutions provide an opportunity for future growth.
Examples include:
We are active in the green buildings sector and
realised the greenest offce building in Germany
(head offce of Deutsche Bank) by means of a total
revitalisation of the technical infrastructure. We
believe that this building is now deemed to be an
iconic reference project in the European buildings
market for green building solutions
We offer total solutions to data centres in order to
have such data centres operate in an undisturbed
and optimal energy-effcient manner. We can realise
this by providing emergency generators, advanced
building management systems, high-tech camera
systems, a state-of-the-art control room, fre
detectors and protection, evacuation systems and
lightning rods
We developed and implemented an Intelligent
Transportation Systems (ITS), which is an information
and communication system for interaction between
traffc control systems and vehicles for maximum fuel
effciency to minimise congestion and vehicle stops at
signal-controlled intersections and roundabouts
An average ships fuel consumption amounts to one
third of the total costs. Ship owners focus more and
more on reduction of fuel consumption, not only to
reduce costs but also to get a higher ranking on the
international Environmental Ship Index to receive
a discount on harbour dues in ports. We offer
amongst others (diesel) electric propulsion systems,
temporary energy storage systems and energy
recovering systems to reduce the fuel consumption
and polluting emissions
Profle
compared to the competition Imtechs profle is unique
as the illustration below shows.
Competition
Our geographical and product/services markets in which
we compete are highly fragmented and our competition
ranges from smaller local competitors to large,
multi-national companies. We believe that no market
leader in the respective geographic markets has a
signifcant or dominant market share. This fragmentation
offers opportunities to further consolidate the market.
Very complex or large projects typically have fewer
(but larger) companies competing for them. competition
characteristics and intensity vary within different regions,
countries and sectors. Depending on customers desire
to manage technical complexity and risk, particularly on
longer-term large and more complex projects, it is not
unusual for them to encourage or force service providers
to cooperate rather than compete, in support of the
customers objectives.
There is no single, easily identifable like-for-like
competitor that we fnd ourself competing against, nor
do we believe that there is any independent technical
services provider that offers the same broad and deep
portfolio of integrated technical services as the Group.
Some of our principal competitors are part of diversifed,
multi-national companies having a diversifed geographic
footprint. However, the balance of our competition is
highly fragmented and varies across the geographic and
business lines in which it operates.
We identify the following companies as being the largest
companies in the different geographical markets (where
we are active in the buildings and industrial markets)
and technology divisions (where we are active in the IcT,
traffc & infra and marine market):
ELECTRICAL
SOLUTIONS
ICT MECHANICAL
SOLUTIONS
Energy
Companies
Installation
Companies
Construction
Companies
Product
Companies
ICT
Companies
35
Competitor
Revenue
(million euro)
1
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cegelec (Vinci Energies, Europe) 8,476 Vinci
cofely (GDF Suez Energy Services, Europe)
*
7,757 GDF Suez
Royal Imtech 5,433
Bilfnger Berger (excl. construction) 5,384
Spie
*
4,141
caverion
*
2,803 YIT
Stork Technical Services
*
1,418
Bravida
*
1,184
Balfour Beatty Engineering Services
*
602 Balfour Beatty
SSE contracting
*
540 SSE
Anel
*
155
Grupo cobra
*
911
Grupo Navec 135
cGI 3,916
Bechtle 1,432
Tieto 1,825
Siemens n/a
Swarco 478
Telvent 737 Schneider Electric
Wrtsila Ship Power 1,323 Wrtsila
Rolls Royce Marine 2,586 Rolls Royce
GE-converteam n/a GE
1
Source is each companys 2012 annual accounts, save for Grupo Navec and Telvent, where [2010] annual accounts are the source and save for
the entities with an asterisk where year-end 2011 annual accounts are the source.
The revenue for Cegelec is based on the European revenue of Vinci Energies. For Cofely, the revenue is based on GDF Suez Energy Services in
Europe. Bilfnger Bergers revenue is based on the total global revenue excluding the construction business. The revenue of CGI is only for their
European activities. The revenue of both Siemens and GE-Converteam are not included as we believe that the revenue of the relevant business
units is much lower than the reported revenue of the relevant divisions of these companies.
The largest companies in the different geographical markets
The most relevant competitors in the geographical
clusters are cegelec, cofely, Spie, caverion and Bravida.
Added-value and continuity
More added-value translates into a lifecycle approach
focused on lowering the customers total cost of
ownership (the cost of technical solutions throughout
the exploitation period). The ways this is expressed
include a focus on intensive co-operation with customers
and within the chain, the achievement of preferred
technology partner positions and the integration
of energy technology and IcT in Imtech total solutions.
This enables the energy effciency of, for example,
buildings, industrial manufacturing facilities and ships
to be improved. The demand for sustainable solutions
remains an important growth market for us. Integrating
our technologies into our total approach enables us
to deliver added-value. Our decentralised organisation
model and our 24,000 customers in a variety of markets
36
mean our risks are spread. This too forms a solid basis
for continuity and, therefore, further organic growth.
Sustainable technology: GreenTech
The integration of sustainable energy solutions in our
total approach resulted in around 30% of our total
revenue coming from this sector in 2012. We are active in:
energy effciency: metering, consultancy,
implementation and maintenance of energy-saving
technologies;
energy management and energy contracting:
multi-year responsibility for energy provision;
power plants, decentralised energy provision,
waste-to-energy, biomass power plants; biogas power
plants, green gas power plants and co-generation
power plants;
thermal energy, solar energy, bio-energy and
energy storage;
green ships, zero emission, diesel electric propulsion
and energy reduction on board ships.
Integrating these applications into the technical
infrastructure leads to reduced energy consumption and
lower cO
2
emissions. This makes a major contribution
towards meeting our customers and societys
sustainability targets.
Research and Development
We undertake most of our R&D activities in co-operation
with our clients during the development of projects.
Besides, we have our own competence centres that
concentrate on R&D in the felds of energy technology,
building technology, marine and industrial technological
solutions, infrastructure and mobility. The R&D centre in
Hamburg is active in the feld of energy technology and
simulation technology in the built-up and industrial
environment. We value our co-operation with universities
in sharing knowledge and know-how.
Acquisitions in 2012
The technical service provision market is fragmented both
within and outside Europe and contains many technical
companies that are performing well. This made a number
of acquisitions possible in 2012.
Stringent rules for acquisitions were applied in 2012.
companies to be acquired must:
Fit perfectly in our strategy;
Have an excellent track record of fnancial results
and achieve added-value;
Have a demonstrably capable management,
which will remain responsible for business progress
for several years after the acquisition;
Achieve growth through integration or intensive
co-operation with existing Imtech activities.
The most important acquisitions in 2012 were:
Turkey
The acquisition of 80% of the shares in multidisciplinary
technical services provider AE Arma-Elektropan
(1,200 employees, around 90 million euro annual
revenue) has brought Imtech a basis position in Turkey.
In addition to activities in its own country, the new
Imtech-company is increasingly active in emerging
markets, such as the Middle East, Russia, Kazakhstan,
Azerbaijan and various other countries in the region.
The activities are well spread across various segments
within the buildings market. AE Arma-Elektropan was
acquired in April 2012. We have a contractual obligation
to purchase the remaining 20% (currently held by six
minority shareholders, three of whom are also a member
of the managing board of the company) in 2015 under
an earn-out arrangement based on business performance.
For more information see page 51.
Nordic
Within the Nordic countries four add-on acquisitions,
with a combined annual revenue of 11 million euro and
100 employees, were completed. In Sweden the industrial
position in particular has been strengthened with the
acquisition of Vrnamo Elservice (Smland region),
VVS-Montage i Dalarna (the mining region of Borlnge-
Ludvika-Falun) and Fagersta Industri EL (Fagersta and
surrounding area). Vrnamo Elservice was acquired in
June 2012. VVS-Montage i Dalarna and Fagersta Industri
EL were acquired in April 2012. For more information
see page 52.
The acquisition of Steinar Holbk has brought Imtech
closer to achieving its goal of commanding a strong
position in every Norwegian metropolitan region.
Steinar Holbk, which occupies a strong position in
the Kristiansand region, was acquired in March 2012, but
as the closing and transfer of share took place early 2013.
In the Nordic region the small business unit (12 employees)
specialised in lift technology has been sold as this is not
a core activity.
37
UK & Ireland
The acquisition of capula (over 180 employees, around
40 million pounds sterling annual revenue) has gained
Imtech a strong position in the energy market (power
plants, distribution and networks), the water market
and industry. capula specialises in instrumentation,
control and automation. capula differentiates itself
through the high degree of IT integration in its solutions
and is involved in new developments, such as waste-to-
energy, cO
2
capture and cO
2
storage. This acquisition
offers numerous cross-selling possibilities from within
the existing activities in the UK. capula was acquired
in May 2012. For more information see page 48.
ICT
The acquisition of Infas Enermetric (1 million euro annual
revenue), through an asset deal, has strengthened
Imtechs position in the feld of IcT support in public
sector facility management. The FM-Tools
IcT package
developed by Infas Enermetric offers software solutions
for energy and management questions related to real
estate in the public sector. Infas Enermetric was acquired
in October 2012. For more information see page 56.
Traffc
In Finland the position has been strengthened in both
the traffc & infrastructure market and the industrial
market by the acquisition of the affliated technical
services providers SSR and Polar (in total 50 employees
and around 15 million euro annual revenue). SSR and
Polar were acquired in June 2012. For more information
see page 58.
Marine
The acquisition of Van Stappen & cada (10 employees,
3 million euro annual revenue) has strengthened the
position in the port area of Antwerp in Belgium.
Van Stappen & cada was acquired in July 2012.
For more information see page 59.
Benelux
The acquisition of Medrott (20 employees, 2 million euro
annual revenue) has strengthened Imtechs position in
the care & cure sector. Medrott is a technology specialist
in the growing market for the sale, management and
maintenance of sensitive, high-quality medical equipment
in the Benelux and is active in 220 hospitals. Medrott was
acquired in December 2011 and consolidated as from
January 2012. For more information see page 40.
In 2012 the total consideration of the acquisitions
(including earn-out) amounted to 120 million euro. The
combined annual revenue of all the acquisitions amounts
to around 155 million euro with around 1,650 employees.
The annual EBITDA from the acquisitions amounts to
around 17.0 million euro. The acquisition costs recognised
under Group management in the fnancial statements
and charged to the result amount to 3.8 million euro
(2011: 3.7 million euro).
Policy priorities of the Imtech Councils 2012
We have a number of functional councils focussing on
Human Resources, HSE (Health, Safety & Environment)
and cSR (corporate Social Responsibility), Risk &
Insurance, control, Procurement, Information
Management and Information Technology. Each council
focuses on the further development and honing of
Imtechs policy within its own feld of expertise. At Group
level this provides insight into the decentralised activities
while ensuring corporate practices are more visible and
more accessible. At the same time compliance is raised to
a higher level and corporate guidelines for governance
can be implemented.
The Executive council plays a major role in the decision-
making and setting of priorities within the various
councils. Policy proposals are put before the Executive
council by the council chairmen and, once approved,
are implemented. The Executive council also checks policy
on a regular basis and, if deemed necessary, makes
adjustments.
During 2012 the various councils focused on the
following policy priorities:
HR (Human Resources) and HSE (Health,
Safety & Environment): see page 68;
cSR (corporate Social Responsibility): see page 71;
Risk & Insurance: see page 62;
control: budgeting, fnancing, working capital
management, reporting based on IFRS, ERP
implementation, reporting system and acquisitions;
Information Management: a consolidated Imtech
Information Strategy (IIS) 2012-2015 focused on
collaboration and communication possibilities,
information management in the form of ERP
(Enterprise Resource Planning), Business Analytics,
BIM (Building Information Modelling) and the
development of an IT architecture that dovetails with
Imtechs growth strategy by providing more fexibility
and scalability;
38
Information Technology: the secure use of Imtech
information and data, security policy based on BYOD
(Bring Your Own Device), Unifed communications
as a component of the collaboration policy, cloud
computing in the form of SaaS (Software as a Service)
and IaaS (Infrastructure as a Service), contract and
licensing management, utilisation of benefts of scale;
Procurement: framework contracts for the
procurement needs of strategic product groups that
contribute towards cost reduction, sustainability and
innovation, international co-operation agreements
with strategic suppliers, the further professionalising
of the procurement policy (improved measuring of
supplier performance and the expansion of the KPIs
- Key Performance Indicators used to assess
procurement performance).
Outlook 2013
No specifc forecasts are being made regarding 2013.
40
BENElUX
BENELUx: CHALLENGING MARKET CONDITIONS,
EBITDA DOWN, REORGANISATIONS IMPLEMENTED
In the Benelux we generated revenues and other income
of 958 million euro. In terms of revenue, we are one of
the leading technical services providers in the Benelux.
We deliver our services in the Benelux through a regional
network of 64 branches spread over four divisions, which
are each managed through a division head offce: (i)
Imtech Netherlands (562 million euro revenue and 3,664
employees in 2012) and (ii) Imtech Belgium (156 million
euro revenue and 904 employees in 2012) are active in
the buildings and industry markets, (iii) Imtech Infra
(191 million euro revenue and 1,237 employees in 2012)
is active in the infrastructure market and (iv) Paul Wagner
et Fils (49 million euro revenue and 317 employees in
2012) is active in the buildings market in Luxembourg.
As of 31 December 2012, we had 6,122 employees in
the Benelux.
The market for technical services in the Benelux is
characterised by structurally challenging market
conditions and ferce national and international
competition, especially in the buildings and infra market.
As a consequence the EBITDA has been under pressure
for several years. For the last couple of years, the
buildings activities has made losses due to due to a lack
of market and margin focus in combination with adverse
market conditions. To address this, the buildings activities
were restructured by a large reduction of the employee
base in 2012, which was completed in frst quarter in
2013. The total restructuring cost amounts to around
35 million euro. Management aims to tighten operational
management and project control and to introduce a clear
operational structure with strict rules and procedures in
respect of accepting new projects. Demand in the
infrastructure market is under further pressure as a result
of decline in local government budgets, which has had
a negative effect on proftability. Given the ongoing tough
market conditions in both buildings and infrastructure
markets and not expecting a recovery on short notice,
an additional restructuring was announced in April 2013.
The markets in which our industrial activities operate all
show a competitive playing feld and a stable investment
level by the customers in those markets. In 2012, the
adjusted EBITDA of the Benelux turned into a loss of
18.9 million euro.
Changing the focus in the diffcult buildings market
Due to the market conditions and competition in the
buildings market we continue to withdraw from the
competitive traditional technical new construction-
related activities segment and focusing on segments in
which customers demand higher added-value, primarily
energy, green technology, care & cure, data centres,
maintenance and management, design and build
offerings and PPS proposals. In combination with cost
savings, improved effciency and the improvement and
clustering of competencies, those actions should enable a
return to proftability in the market segments. Although
this approach, which was implemented several years ago
has borne fruit, until now the achieved improvement
has been negated by the substantial reduction of volume
in the new construction segment, especially in the
Netherlands at large and the Brussels offce market.
Taken overall our position in the building market is under
pressure.
A slightly stronger position in the energy market
In the energy market we are working on numerous
projects, such as the installation of a 9,500 m solar
farm capable of generating 444,000 kWh of energy
at Amsterdams Schiphol Airport. We have also helped
the airport convert catering waste into bio oil. Other
projects include sustainable offces for energy company
Key fgures Benelux 2012 2011
1
Revenue and other income (in millions of euro) 958 (6.7%) 1,027
EBITDA (in millions of euro) (54.6) (303.0%) 26.9
EBITDA excluding restructuring cost (in millions of euro) (18.9) (163.2%) 29.9
EBITDA margin (excluding restructuring cost) (2.0%) 2.9%
Order book (in millions of euro) 1,167 (6.0%) 1,241
capital employed, excluding cash and cash equivalents (in millions of euro) 63 140
Number of employees (as at 31 December) 6,122 (4.8%) 6,433
1
Restated in accordance with IAS 8, see note 3 page 97.
41
Alliander and network manager Enexis, and part of the
underground gas storage technology for TAQA Energy
and the Gasunie.
The care & cure sector opts for energy savings
Imtechs quality is appreciated by the care & cure sector
because it leads to lower running costs, higher operating
reliability, reduced cO
2
emissions and energy savings.
customers for our Smart Healthcare concept, which
involves drawing up tailor-made plans for an integrated
approach to energy requirements, sustainability, technical
infrastructure, maintenance and IcT, include the IJsselland
Hospital in capelle a/d IJssel. The HagaZiekenhuis in The
Hague has selected us as their long-term technology
partner. In Belgium we implemented geothermal solutions
to optimise energy effciency in several major hospitals.
clustering our expertise in energy and technological
infrastructures with our knowledge of medical equipment
makes further growth possible. Which is why Medrott,
a technology specialist in the growing Benelux medical
equipment market, has been acquired. A total of 10,000
items of medical equipment are maintained for the
Leuven en Medux University Hospital in Belgium and
1,500 care and nursing homes in the Netherlands.
Data centres: stable
High-tech solutions offer optimum possibilities for energy
savings and cO
2
reduction. The green data centres we
supplied Telecity and Interxion have an Energy Utilization
Effciency (EUE) lower than 1.2. We have also signed
another maintenance contract with BT. Overall the
situation is stable.
Maintenance and management: moderate growth
We focus on added-value technical property management
services including energy monitoring, energy effciency
improvement programs and are able to keep buildings
in an optimum condition at a competitive multi-year
contract price. As a result we manage around 250,000 m
of offces for customers such as commerzbank and KPN.
We have been awarded for the maintenance of around
400 Rijkswaterstaat (Department of Public Works) district
offces and support offces - and we are also responsible
for maintaining and improving the European Parliaments
security technology.
Industry: stable investment levels
Despite diffcult market conditions our position in the
industry market has improved slightly. We focus on
offering added-value in the oil & gas, chemicals,
terminals, food & feed and (primarily in Belgium)
pharmaceutical sectors by working in close co-operation
with our customers on their primary processes. This
strategy has proved its worth. Examples include
a long-term maintenance contract for the Shell refneries
in Moerdijk and Pernis, the technology (BREAAM
qualifcation very good) in an Innovation Research
centre for a Royal Frieslandcampina cheese factory,
improving waste incineration for Afvalbedrijf Rijnmond,
automating terminals for Argos, entirely new production
plant for Airproducts and pharmaceutical companies
Genzyme and GlaxoSmithKline in Belgium, maintenance
for Exxon Mobil and renovating large oil tanks for Vopak.
In the automotive sector we are realising the automation
of a new production facility for DAF Trucks in Oevel.
Increased industrial export
In the oil & gas segment we have the technological
expertise that makes exporting high-quality electrical
solutions and power electronics (the combination of
power electronics and high tension) possible. Examples
include orders for Total in Gabon (power plant upgrade),
a Shell refnery in Brunei and a bio-gas power plant
(energy from chicken manure) in Moldavia. We have
also supplied laboratory applications (analysis centres)
for testing both heavy oil and lighter oil products (Fcc,
Fluid catalytic cracking) and are achieving growth in the
international food, feed and minerals market with our
energy-effcient drying technology.
The infrastructure market: economies, competition
and pressure on prices add up to a mediocre
performance
Further government cut-backs, increasing competition
and pressure on prices sums up the infrastructure market,
especially when it comes to municipalities. The effect was
a mediocre performance in 2012. Four innovative projects
that are important for the future were acquired. The frst
is the technical infrastructure in a road tunnel under
Maastricht that forms part of the A2 motorway. We are
responsible for the design and execution of technical
installations. Another project is a high-tech container
terminal on the second Maasvlakte for APM Terminals.
This is the worlds frst, most energy effcient and virtually
fully automated terminal.
The breadth of our portfolio enables us to offset the
challenging market conditions. We are involved in
the technological upgrading of various road tunnels
including the Schiphol tunnel in the Netherlands and the
42
Grouft-tunnel in Luxembourg. We have acquired several
contracts in the rail market. We are installing an
innovative shipping management system along the
North Sea canal and are maintaining the entire technical
infrastructure in the weirs in the Province of Limburg and
we are carrying out the technological renovation of nine
water treatment plants in the Brabantse Delta. In the
energy market we are renovating gas networks for Stedin
(Utrecht) and Joulz (The Hague ), connecting 10,000
dwellings to smart meters a basis for remote meter
reading and energy saving - for network manager
Alliander and, in Belgium, we are responsible for solar
energy solutions and high-tech pumping stations for
drinking water companies and telecoms solutions
for the Flemish government.
Outlook
The reorganisations will reduce cost levels in order
to become more competitive. The buildings and
infrastructure markets will, however, continue to be
diffcult. The market conditions in the industry sector
are also remaining diffcult. That is why in 2013
reorganisations are announced. By contrast we anticipate
further growth in the export of industrial technical
solutions.
44
GERMANY &
EASTERN EUROPE
In Germany & Eastern Europe, the Group generated
revenues and other income of 1,372 million euro.
As of 31 December 2012 Germany & Eastern Europe had
5,479 employees. We are a leading technical services
provider in Germany and Eastern Europe. We provide
a variety of services around the buildings and industry
market focusing on energy contracting, clean-room
technology, fre protection, stadium technology,
(decentralised) power plants and systems, care & cure,
data centres, airports and test solutions for the
automotive industry.
An extraordinary situation has arisen in Germany &
Eastern Europe. In total 370 million euro has been
written-off (compared to the initially reported numbers)
and virtually the entire top management in both Germany
and Poland has been replaced. We announced a further
reorganisation and commenced a cost savings- and
effciency programme in Germany. The focus is on the
continuity of the business and the recovery of reputation
and trust.
Despite the extraordinary situation Germany and Eastern
Europe remain important markets for Imtech. We serve
thousands of customers from around 70 offces in six
regions North (Hamburg), West (Dsseldorf), central
(Frankfurt), East (Berlin), South-west (Stuttgart) and
South-east (Munich). We also have a research and
development centre in Hamburg. In Eastern Europe, we
are active in Poland, Hungary, Austria, Romania, Russia
and Slovakia through our network of 30 branches.
The combination of specifc technological competencies
and research makes it possible to offer fully integrated
technical solutions. We are increasingly following our
German key customers outside of Germany for specifc
projects to deliver our technical solutions.
The German economy is performing reasonably well
amidst the economic uncertainty prevailing in Europe and,
despite the situation that has arisen, Imtech remains well
positioned. This is partly due to the fact that over the
past few years we have developed into an energy
implementation partner offering a wide range of services
and added-value in the feld of energy effciency, energy
management and (decentralised) power plants. Our
position has been given even more perspective by the
German governments decision to close existing nuclear
power plants.
The write-off, which included a write-off overdue trade
receivables, a lowering of work in progress and a
wrongful moving of losses to the future, has resulted in
a substantial drop in EBITDA and revenue for 2012 in
both Germany and Poland. The expected effect on the
structural proftability of the German and Polish activities
is a normalised EBITDA level of 3%-6% in time. This is
in-line with the Group average, but is lower than the
margin for Germany and Eastern Europe in the preceding
years. On the positive side, steady growth was achieved in
Austria, Hungary and Slovakia, development in Romania
and Russia was stable and the export of technology from
Germany showed growth.
A focus on energy effciency
The majority of German orders include a component of
energy effciency and/or energy management. The focus
is on sustainable industrial production facilities and
sustainable buildings. During the coming 10 years for
aircraft manufacturer Airbus we will install new drying
technology the Imtech Smart Drying System
- in Airbus
drying halls around the world and will also be responsible
for the related services and maintenance. Using our
drying technology will not only reduce production time by
enabling Airbus various types of aircraft to be dried twice
Key fgures Germany & Eastern Europe 2012 2011
1
Revenue and other income (in millions of euro) 1,372 (7.9%) 1,490
EBITDA excluding restructuring cost (in millions of euro) (132.5) (260.2%) 82.7
EBITDA margin (excluding restructuring cost) (9.7%) 5.6%
Order book (in millions of euro) 2,485 18.4% 2,099
Number of employees (as at 31 December) 5,479 2.9% 5,326
1
45
as quickly, it will also result in energy savings of 45% on
heating and 50% on electricity and, as a consequence,
a 50% reduction of cO
2
. This technology was developed
in Imtechs research and development centre. One major
on-going order is the energy management in around
800 buildings, most of which are used by Deutsche Post.
This large project is on schedule and has won the award
for the best European Energy Service Project. In the
industry sector Imtech commands energy competencies,
for example in the feld of sustainable heat exchange.
At DMK Deutsches Milchkontor, the largest dairy
processor in Germany, heat exchange will be one of
the technologies that will result in substantially
reduced energy usage and costs. The latest simulation
technologies (including Imtechs HK-Sim
) will be used
for this project.
The automotive industry an emphasis on
sustainability
As the technology partner of the German automotive
industry we are helping make automobile manufacturing
more sustainable. We have installed the technical
infrastructure for an extension of Daimlers assembly
line in Bremen and are responsible for the technical
infrastructure in a new Audi bodyworkshop in Ingolstadt
and an innovative turbine testing facility for truck
manufacturer MAN. We have also exported various
automotive test solutions to countries including Thailand
and china.
Green stadiums a growth market
Green stadium technology is an interesting growth
market both within and outside Europe. We are the
technology partner for Fc Bayern Mnchens Allianz
Arena, which includes responsibility for a sustainable
power plant. We are also responsible for the green
technical solutions in Fc Stuttgarts Mercedes Benz Arena.
Energy-savings in stadiums can rise to over 40%.
A strong position in the sustainable data
centre market
The simulation tests carried out in the Imtech research
and development centre lead to high energy effciency
in data centres, which makes achieving an extremely low
(less than 1.25) PUE (Power Usage Effectiveness) possible.
This technology has led to intersting orders, including
from BT, Deutsche Telecom and various retailers and
automobile manufacturers.
Innovation in care & cure and research centres
The German care & cure market is an important growth
market. Specifc technology helps care institutions meet
the highest standards for hygiene, security and (patient)
well-being. Technological integration is the key, for
example in the feld of effcient cogeneration (combined
heat and power) solutions, decentralised power plants,
thermal energy, energy-effcient data networks, LED
lighting, extremely clean air in operating theatres and
the use of medical gases. Projects include the energy
infrastructure in the new Rems-Muss clinic in Winnenden,
the Dominkus hospital in Dsseldorf and the Rheinische
Kliniken in Bonn. Research centres are another important
segment for us. Projects (energy improvement, technical
upgrades, etc) include a new research and teaching
building for Mnster University and energy projects in
the Max-Planck-Institut fr Eisenforschung (MPIE)
in Dsseldorf.
Fire protection is developing well
The standards related to fre protection are high in
Germany, especially for public buildings such as museums
and airports. We occupy a solid position is this specifc
niche market with dozens of orders for tailor-made
solutions from customers such as OBI, Wacker, Airbus,
BMW and Audi. We are also active at several German
airports.
Airports expand their activities
One of the largest ongoing projects involves virtually the
entire technical infrastructure, including an innovative
energy reclamation system, for the new Berlin
Brandenburg International airport. This project signifcally
contributes to our performance. Our activities are on
schedule despite delays in other parts of the airport where
we are not involved. We have also completed a number
of technical expansions at Frankfurt airport and at
Dsseldorf airport we are responsible for an innovative
cogeneration power plant, a modular system for
generating sustainable electricity and heat, as well as
the sustainable modernisation of the cooling.
Increased technical management and service
activities
The technical facility and building management market
is changing and the demand for measurable added-value
is increasing. Major projects include the technical facility
management for Airbus in Hamburg. Service activities
have increased in all our regions.
46
Poland: co-operation with Adventure World
Warschau terminated
The agreement in 2013 of a defnitive and binding
extrajudicial settlement with Adventure World Warschau
and its associated companies terminated the co-operation
between Imtech and its customer in respect of this
project. This effectively marked a new beginning for
the activities in Poland, but this time on a limited scale.
Although this was a set-back, the demand for
technological solutions and energy effciency remains
and we are still, and will continue to be, involved in many
projects including the technical infrastructure in the
medical University of Warsaws new childrens hospital,
data centres for IBM and in a new factory for Gillette.
Steady organic growth in Austria, Hungary
and Slovakia
We are continuing to achieve steady organic growth in
Austria. To make commercial activities in the south of
the country more effcient a new offce has been opened
in Graz. In Vienna we are involved in the technical
installations at the new central Station. Other orders
include the technology in a nursing home in Baumgarten
and the technical infrastructure for a Metro branch in
Simmering. Our activities in the industry sector have
also increased, for example with a contract from steel
manufacturer Voestalpine Donawitz. In Hungary we are
responsible for the technical infrastructure, including
a sustainable decentralised power plant, in an Audi
factory in Gyr. In Slovakia we are installing a cooling
tower for Volkswagen. In these countries the focus on
energy effciency is contributing towards differentiating
strength in the market.
Stable development in Romania and Russia
Although Romania is suffering from the effects of the
economic crisis Imtech has performed reasonably well.
During 2012 we received a number of new orders
including the technical renovation of the Millennium
Business centre in Bucharest. A second Imtech offce has
been opened in Timi oara. New orders have also been
received from customers in Russia including Metro Group,
Selgros and MAN in Saint Petersburg.
Outlook
Although the extraordinary situation in Germany and
Poland has reduced the proftability of our German and
Eastern European divisions activities, we believe that the
reorganisation and the implementation of the announced
measures will ensure that in the future we have a healthy
basis from which to achieve organic growth. The market,
our customers and our well-qualifed employees make
us confdent that our activities in Germany and Eastern
Europe will in time perform in line with the market and
the rest of the Group.
48
UK & IRElAND
We occupy strong positions in the UK & Ireland by
generating revenues and other income of 751 million
euro. We are one of the leading technical services
providers in the United Kingdom and Ireland in the
markets for buildings, industry and infrastructure. In the
division UK & Ireland, we deliver our services through
a regional network of 39 branches. As of 31 December
2012, the Group had 3,598 employees in UK & Ireland. In
the United Kingdom we are mainly active in the buildings,
industrial and infrastructure industries. In Ireland we are
mainly active in the pharmaceutical and energy industries
(and followed many customers to countries outside of
Ireland, e.g. Kazakhstan and Saudi Arabia).
Growth through added-value
Despite diffcult market conditions in the UK we achieved
a good performance as a result of both organic growth
and acquisitions. The integration of energy effciency and
innovation into our solutions has enabled us to develop
into a technology partner for customers. We also
specialise in an integrated approach to technical
maintenance and management, including advanced
data management, and possesses specifc technological
expertise in the water and waste water treatment market.
This has led to further growth. In 2012 we acquired
capula, a system integrator in the power and utility
market. cross-selling led to further growth and we
achieved organic growth in the water and energy
markets. Despite the challenging state of the Irish
economy here too we achieved a satisfactory
performance with a focus on data centres, wind energy
and waste-to-energy. Our export of technical solutions
to emerging markets was also substantial.
Growth in the water and energy markets
We are a partner in several fve-year AMP (Asset
Management Plan) cycles including those of Welsh Water,
Thames Water, Anglian Water Service and Veolia. During
2012 we signed a new AMP contract until 2020 with
Severn Trent Water. The acquisition of capula has brought
a new market in the feld of water treatment within
our reach - asset performance management systems
(dashboards) for water companies. Our activities related
to the major expansion of Londons sewer capacity
in Beckton and crossness continued on-schedule.
The anaerobic fermentation technology with which
sewage sludge is converted into sustainable energy
in bio-gas power plants is another growth market in
which we specialise. New developments during the
year included the upgrading of biomass power plants
on the basis of biomethane applications.
Energy and utility companies offer opportunities
The acquisition of capula has broadened our services
package to include energy and utility companies. This is
an opportunity-rich segment in terms of both potential
orders and the intensifying of internal co-operation.
E.ON and Drax Power coal-fred power plants are
gradually being converted to biomass and we (via
capula) are responsible for the management and
monitoring systems.
London a high volume of investment
Despite ferce competition and pressure on prices the
volume of investment in London remained high and our
strategy proved a differentiating strength when it came
to winning orders. One recent project that demonstrated
this was the technological renovation of the Eaton court
Building for which an innovative BIM approach (Building
Information Management) was developed. We are also
a partner in the Greater London Authoritys RE:FIT
programme an investment of millions of pounds sterling
for public institutions that wish to improve the energy
effciency of their buildings or switch to decentralised
energy generation.
Key fgures UK & Ireland 2012 2011
1
Revenue and other income (in millions of euro) 751 49.0% 504
EBITDA (in millions of euro) 44.2 67.4% 26.4
EBITDA excluding restructuring cost (in millions of euro) 44.2 68.7% 26.2
EBITDA margin (excluding restructuring cost) 5.9% 5.2%
Order book (in millions of euro) 575 11.9% 514
1
49
Outside London a wide range of activities
The many projects outside London in which we are
involved include sustainable offces for the Waters
corporation in Wilmslow and for energy company
E.ON in coventry.
Growth in technical maintenance
We offer a wide range of technological total solutions for
maintenance and management. clustering maintenance
efforts enables customers to reduce their running costs
and energy requirements signifcantly. Inviron, the
maintenance specialist acquired in 2011, developed well,
in part thanks to intensive internal co-operation.
Long-term maintenance contracts were acquired from,
or renewed by, customers such as the General Medical
council, capital Shopping centres, Suffolk county
council and Land Securities Retail. We have also built-up
a stable position in the market for airports. On-going
contracts include the technical maintenance and
management at Heathrow and Gatwick airports and
RAF airfelds.
Education - new orders
We are in a good position in the education market and
are involved in the Building Schools for the Future (BSF)
programme which provides schools with sustainable
solutions for heating, hot water and energy generation.
A maintenance contract for 350 cambridge county
council schools was extended and we installed energy
management solutions at a number of Universities.
Industry: substantial growth
In 2012 we not only achieved growth in the industry
market we also strengthened our position through the
acquisition of capula. On-going projects include the
technological installation of data management systems
for chevron. Real-time intelligence that improves the
productivity of oil drilling platforms in the North Sea
is another new market to which we have gained access.
In Ireland, where investments in the pharmaceutical
industry showed signs of a slow recovery, our specifc
competencies in the feld of electronics and
instrumentation (E&I) enabled us to respond to the
needs of customers such as Pfzer. These solutions were
also exported, primarily to the oil & gas industry in
Kazakhstan, but also to the Middle East (oil & gas
industry), Belgium (pharmaceutical industry) and Norway
(a high-tech warehouse of retailer cOOP in Oslo).

Outlook
We are well positioned for further growth in both
the UK and Ireland and also via export to other European
countries and the emerging market of Kazakhstan.
Energy effciency and innovation will be the building-
blocks of differentiating strengths. The cross-selling
potential is attractive and we are penetrating new
markets. Our position in London remains strong and
our activities in the energy market and the markets
for (waste) water treatment and waste-to-energy
are developing well.
50
SPAIN & TURKEY
In Spain, we offer technical services provision in the
industry and buildings markets and realised revenues
and other income of 156 million euro with our 1,809
employees through our network of 31 locations. In April
2012, we acquired 80% of the shares in the Turkish
mechanical and electrical engineering services company
AE Arma-Elektropan. The in 2012 consolidated revenue
was 78 million euro realised by 1,451 employees
throughout 10 branches. The reduction of the EBITDA
in Spain was only partially offset by the EBITDA of
AE Arma-Elektropan.
Spain: challenging market conditions, reorganisation
and strategic reorientation
In Spain we were confronted with challenging market
conditions. Over the last few years, the market volume
is under pressure. This has resulted in ferce competition
and an erosion of margins. For that reason we have
adjusted our Spanish business to the challenging market
conditions with a restructuring by reducing our workforce
and merging offces to reduce our cost base and
become more competitive. The cost of this restructuring
amount to 4 million euro. Further, we have impaired
20 million euro on our Spanish goodwill on the balance
sheet. The remaining Spanish goodwill is about 22 million
euro. We also began a strategic reorientation to focus on
added-value, energy, the retention of the maintenance
activities, care & cure and a further broadening of our
markets.
Industry: position broadened
In the industrial market, we offer projects and
maintenane. Our customer base contains large companies
operating in the oil and gas, energy, steel and harbour
infrastructure. We will focus on increasing our
maintenance activities and exploring the opportunities by
following some of our key customers with activities
outside of Spain to broadening of our markets in
countries such as Peru, chile, colombia and Morocco.
In the industry market we won the order for a new
fuel storage facility for Vopak in Algeciras - the largest
order in the Spanish market in 2012. We also signed
a new contract with APM Terminals for the technical
maintenance of their cadiz terminal. The transition to
energy services took shape with our acquisition of the
contracts for the technical maintenance of a number of
Endesa power plants on the canary Islands as well as the
contract to provide the technical maintenance for the
power plant Lada, owned by Iberdrola. We also focused
on solar energy, for example as the partner of Abener
Teyma Solaben.
Buildings: more focus on niche markets
In the Spanish project buildings market, we recently
started with data centres, which are seen as an attractive
market for the business unit. Our current main customers
are large and medium-sized Spanish construction groups,
instead of real estate companies and other end-customers
(who used to be the main customers). This has had
an impact on margins and cash fows as construction
groups offer lower margins and longer payment terms.
Our objective is to change our customer mix to real estate
and other end-customers, although the current economic
context makes it diffcult.
For the buildings maintenance market, we are increasing
our focus on multi-year maintenance contracts with
public entities nationwide and increasing the medical
maintenance and energy effciency services. Further, we
are exploring the opportunity to our energy effciency
services to Latin-America.
In 2012 we have won orders for the Gold LEED
certifcated technology in data centres for Interxion,
Docalia and Telvent. Orders in the care & cure sector
Key fgures Spain & Turkey 2012 2011
1
EBITDA excluding restructuring cost (in millions of euro) 3.1 (46.6%) 5.8
1
51
included the maintenance of medical equipment in
nearly 600 SERMAS health centres, the (energy-related)
maintenance in the new Burgos Hospital and
maintenance management for the La Fe de Valencia
hospital - one of the largest hospitals in Europe.
New growth markets within and outside Turkey
With the acquisition of 80% of the shares in
AE Arma-Elektropan we acquired one of the leading
players in the Turkish building market for mechanical
and electrical engineering services measured by revenue.
Besides strong position in Turkey the company is
a stepping stone in emerging markets such as the
Middle East, Russia, Kazakhstan, Azerbaijan and
various other countries in the region. Outside of Turkey,
AE Arma-Elektropan is acting as a subcontractor of
Turkish construction companies. However, in 2012 the
results of Arma have not yet been as expected.
Our strategy is aimed at broadening our services portfolio
to include segments such as industry, data centres, water
treatment and waste-water treatment.
A healthy economic situation in Turkey
In Turkey the demand for high-quality, energy-effcient
technical solutions was high. In Istanbul our activities
included the expansion of the Piri Reis University, the
Anthill Residence luxury apartment complex and the
Kuveyt Turk Bank Operations centre. The order for the
technical infrastructure in a new LEED Gold Unilever
ice-cream factory was the frst proof of our further market
diversifcation.
Growth of activities outside Turkey
In Russia work continued on the technology (energy
distribution, integrated security and building automation)
in the 339 metre high Mercury city Tower. New Russian
orders were received for the technical solutions in two
345 metres high offce towers that will be built in the
centre of Moscow and the extension of Pulkovo Airport in
Saint Petersburg. In Azerbaijan new orders were received
for technical solutions in Socar Tower (the head offce
of SOcAR, State Oil company of Azerbaijan Republic)
and the new Shahdag Hotel and Villas project. Work
continued on various projects in the United Arab
Emirates, including in Abu Dhabi.
Outlook
Although our approach in relation to the diffcult Spanish
market conditions is bearing fruit, we will remain under
pressure in 2013.
We are in a good position for further growth not only in
Turkey but also in various emerging markets.
52
NORDIC
Our Nordic division is one of the strongest technical
services providers in Scandinavia (Sweden, Norway and
Finland). This position has been built up through the three
larger acquisitions specialised in mechanical services
(2008), electrical services (2010) and energy technology
(2011) plus a large number of smaller add-ons to
reinforce geographical or technological positions.
We generated 805 million euro revenue and other income
in 2012 with our 4,937 employees through our dense
regional network of 156 branches. As the level of
integration of the recent acquisitions has been too low,
we started in 2012 a new strategy for further integration.
This new strategic direction includes (1) rebranding of the
acquired businesses by adopting the brand name Imtech,
(2) co-location of smaller branches in order to facilitate
coordination and reduce costs through economies of
scale and (3) setting up a new sales organisation for
nation-wide service customers.
Market conditions in Scandinavia vary, with demand
being higher in Norway and Northern Sweden than it
is in Southern Sweden and Finland. Over the past few
years the overall economy in the region has weakened.
Although this has led to uncertainty and, as
a consequence, lengthened the investment decision
process, our strategy of clustering technological
competencies with added-value for customers has
enabled us to respond successfully and achieve further
organic growth. In 2012 the Nordic divisions overall
EBITDA rose by 9.0%.
Growth through multidisciplinary co-operation
and acquisitions
Our total portfolio includes numerous technological
competencies and integrating the commercial activities
of the acquired companies will, in our view, create growth
opportunities. In Sweden we have virtually nationwide
coverage with a wide range of activities in many market
segments and in Norway we occupy a strong position
in a number of regions including Oslo. Our differentiating
energy technology expertise is opening the door to
numerous opportunities. In 2012, in advance of the
formal introduction of Imtech Nordic, 20 branch offces
(mechanical services, electrical services and energy
technology) were merged. This alone led to cross-selling
and growth. We also started initiatives aimed at achieving
an unambiguous fnancial back-offce, the clustering of
IT systems and, frst and foremost, better procurement
conditions through offering the market larger volumes.
These initiatives will, in time, lead to cost savings.
We have also introduced multidisciplinary task forces so
we can offer a technical total approach for larger and
more complex projects.
During 2012 four smaller add-on acquisitions with
a combined revenue of 20 million euro were completed.
In Sweden the industrial position was strengthened with
the acquisition of Vrnamo Elservice (Smland region),
VVS Montage i Dalarna (the mining region of Brlnge-
Ludvina-Falun) and Fagersta Industri EL (Fagersta and
surrounding area). As our goal is to occupy a strong
position in every Norwegian metropolitan area we
acquired Steinar Holbk, which has a strong position
in the Norwegian growth region of Kristiansand. A small
business unit specialised in lift technology was sold as
this is not one of our core activities. We opened offces
in the white geographical areas of Sdertlje, Varberg
and Partille.
In December 2012 we announced the acquisition of the
multidisciplinary technical player EMc Talotekniikka in
Finland. In January 2013 we fnished the transaction
after receiving approval of the local market authorities.
EMc Talotekniikka is active in the buildings and
Key fgures Nordic 2012 2011
1
EBITDA (in millions of euro) 60.3 9.0% 55.3
EBITDA excluding restructuring cost (in millions of euro) 60.3 9.0% 55.3
1
53
industry markets (new construction, maintenance
and management including technical services), with
nationwide coverage and revenue of around 100 million
euro. EMc Talotekniikka specialises in total technical
solutions in project management, energy solutions,
building automation and the (technical and energy-
related) renovation of older apartment complexes.
A stimulation programme aimed specifcally at such
renovations is in operation in Finland. EMc Talotekniikka
acts as the permanent technology partner for a large
group of customers including Varma, Ovenia and Sponda.
Expertise in energy effciency adds value
Energy saving and the reduction of harmful emissions
are core components of the Swedish governments policy.
Our expertise in energy technology led to our early
involvement in numerous projects. Energy effciency is,
therefore a key component of the solution in many of
the initiatives in which we are involved including projects
for regional authorities such as the Regional council in
Karlstad and advanced thermal-energy solutions in the
Tltlgret 7 apartment complex in Stockholm. In Lund,
Sweden two research centres in the feld of elementary
physics and chemistry are being built. As well as acting
as the energy coordinator for the project we are
responsible for the heat-recapture system that plays
a key role in limiting cO
2
emissions from the complex.
Growth in the industry market
Our strategy in the Swedish industry market is aimed
at long-term intensive co-operation with customers,
generally in the form of multi-year managed services
contracts. This approach has led to spin-off in the form
of additional projects in which our added-value is clearly
visible. One example of this is the technology in a biomass
power plant in Gvle for paper manufacturer Korsns.
The 150 MW of electricity the power plant generates
makes this regular customers production virtually energy
neutral. At Scania in Enkping an existing service contract
led to a substantial electrical services upgrade. Here too
the multidisciplinary approach worked because, at the
same time, we upgraded various mechanical facilities,
such as the high pressure in the production line. In the
industrial laundry market we completed an innovative
concept for more effcient steam production, including
an energy-saving of nearly 20%, for the Lima and Storsj
laundries. We offer the (high) tension industry an effcient
revision and repair service for industrial motors that
enables customers to outsource all their motor-related
requirements.
Services portfolio expanded to include energy
networks and railway infrastructure
Expanding the market segments is an integral component
of our strategy. Our focus is on energy networks and
railway infrastructure. We were responsible for the
technology in various convertor stations along the
South-West Link, a large Svenska Kraftnt energy
network, and for the rail infrastructure along a light rail
link operated by Storstockholm Lokaltrafk, the transport
authority in Stockholm. In this light rail project the heat
generated when a trams brakes are applied is converted
into electricity and fed back into the network.
Care & cure: attractive growth
The care & cure segment is growing. The Swedish
government in particular is investing in modernising
hospitals. The largest order we received during 2012 is for
the extension of the Karolinska Hospital in Stockholm
one of the largest and most up-to-date hospitals in
Sweden. Our responsibilities include specifc energy-
effcient air solutions for heating and cooling and an
innovative distribution system for medical gasses. Thanks
to this and numerous other sustainable solutions this will
be the worlds frst environmentally certifcated hospital.
Linkping University Hospital is undergoing an extensive
renovation and expansion and we have been selected
as one of the technology partners.
Retail: involvement in several city centre projects
The retail market is reasonably stable. New retail
investments are mainly in the form of combined projects
(shops, hotels, offces, housing, urban facilities etc.)
in city centres. Examples include a multidisciplinary
technical approach for the transformation of the city
centres of Lule and Hammarby Sjstad (Environmental
Building classifcation Gold). One outstanding high-rise
project is Tyres View to the south of Stockholm.
Our largest on-going project is Kristianstad Nya Galleria
a city centre development covering over 86,000 m.
The public sector: investment level maintained
Investments in the public sector have remained at level
and we are involved in numerous initiatives. As the
technical energy partner for the new Lund Town Hall our
responsibilities include the thermal energy and part of
the energy-effcient technical infrastructure. The building
is classifed in the Gold energy class and its roof is
covered with 450 m of solar panels. The Vasa Museum
in Stockholm is undergoing a substantial expansion.
We are responsible for advanced technical conditioning
54
solutions in the museum, which is Swedens largest tourist
attraction. We are also taking care of the technological
revitalisation of Stockholm Harbour Authoritys
monumental main building and installing the low-tension
stations to which ships are hooked up while in the
harbour. This is saving a considerable amount of energy.
Residential buildings: a focus on energy solutions
In the residential buildings market we focus on complex
energy solutions. We were responsible for numerous
energy innovations, such as thermal solutions, heat
convectors, optimum ventilation and heat and cold
storage in an apartment complex in Stockholm.
In Sundbyberg we are acting as the multidisciplinary
technical partner for all the technical solutions and energy
provisions in a sustainable apartment complex that is
being constructed on the basis of innovative industrial
prefabrication. We have also signed a national framework
contract with Securitas in Sweden and have already
equipped the frst buildings with high-tech security
solutions.
Outlook
The multidisciplinary clustering of activities under the
Imtech Nordic fag, including the position we have now
in Finland, offer our customers more and more integrated
technical solutions.
56
ICT, TRAFFIC & MARINE
This operating cluster operates through three divisions:
IcT, Traffc & Marine.
ICT division
IcT (information and communication technology)
generated revenues and other income of 667 million
euro. We deliver our services through a network of
43 branches in various key countries Germany, the
Netherlands, Austria, Sweden, Belgium, Switzerland,
the Philippines and the United Kingdom. Each of the
countries is managed through a country head offce.
As of 31 December 2012, IcT had 2,422 employees.
The divisions strategy is to build a leading IcT services
company in Europe based on a strong coherent portfolio,
the partnership with technology leaders as cisco, IBM and
Microsoft as well as realising cross-selling opportunities
for the capabilities of the acquired IcT companies. Key
portfolio items in the division strategy are (i) cloud
solutions, (ii) managed services, (iii) customer services, (iv)
business analytics and (v) business solutions. The aim
is to change the product mix, meaning relatively higher
contribution of the most proftable Business Support
activities and lower contribution of the less proftable
hard- and software sales resulting in a stabilisation of
the business. Our key customers include, amongst others,
the Dutch Ministry of the Interior and the Dutch Ministry
of Safety and Justice, British Telecom and Hans Grohe.
While most of our key customers are mid-size companies
in various industries, the number of large-size customers
is increasing.
Imtech ICT: added-value within and outside Europe
In 2012, as in 2011, our organic revenue from the IcT
market increased substantially. Diffcult market conditions
in various countries did, however put pressure on the
EBITDA margin. As a result, the EBITDA level, although
still good, was lower than in 2011. Our strategy, aimed
at the creation of added-value, was successful both within
and outside Europe.
A strategy aimed at value creation
customers are asking for IT as a Service - shared and
tailor-made confgurable IT software and infrastructure
with high reliability, not necessarily involving the
customers own investment. We focus on integrated
solutions with measurable added-value in Business
Analytics (preparing existing operational data streams for
strategic and tactical use), cloud-based Infrastructures
(virtualisation multiple management systems that are
active on multiple platforms simultaneously of available
computer infrastructure and networks), Managed Services
(focused on critical business applications and complex IT
environments), ERP software (software for managing
business processes), collaboration (co-operation in social
networks in enterprises) and mobile IT solutions.
Intensifying of our co-operations with strategic partners
also fts within this framework. To this end we are
a partner in IBMs Smarter Planet Strategy, of cisco in
the smart grids market and for integrated data centre
platforms, and of Microsoft for collaboration and
Business Solutions. Although our focus is primarily on
a wide variety of customers from the medium-sized
company sector, we are serving an increasing number
of corporate customers.
Growth in the German market
In the German IcT market we are represented by Fritz &
Macziol one of the larger players in the German market.
Despite ferce competition we once again achieved robust
growth. The acquisition of the FM-Tools
software packet
means the added-value we offer also includes software
for facility management in the public sector, including
the energy sector. In the feld of Business Analytics we
Key fgures ICT, Traffc & Marine 2012 2011
1
Revenue and other income (in millions of euro) 1,313 13.0% 1,162
EBITDA (in millions of euro) 62.8 (25.1%) 83.9
EBITDA excluding restructuring cost (in millions of euro) 71.9 (14.8%) 84.4
Order book (in millions of euro) 1,087 (1.7%) 1,106
1
57
developed specifc software for data management,
including for Bette and Lebenshilfe Stuttgart. New
software was developed in the form of Dynamic Power
cloud Manager (DPcM) a management control
programme for complex server and private cloud
environments. In the public sector in Germany over
1,000 municipalities are now using our ERP (Enterprise
Resource Planning) solutions based on Microsoft
Dynamics NAV. We are also active in the mobile SAP
applications segment, for example for SMA Solar
Technology and Viessmann.
A stable position in the Swiss market
Strategic orders were received from the Swiss State
Secretary for Economic Affairs and the canton hospital
in Luzern. We also received striking orders in the feld of
Business Solutions for local authorities, including from
the Swiss canton Graubnden, which includes cities such
as Davos and St. Moritz.
Robust growth in the Netherlands
In the Netherlands we maintained the robust growth
of the preceding year. Orders included the high-tech IT
infrastructure in the new Dutch Ministry of Home Affairs
and Justice in The Hague and in the Rijksmuseum in
Amsterdam. We are responsible for the core of the IcT
technology in a unique air measuring system in Eindhoven
that not only measures the quantity of (ultra) fne particles
at street level, but also links this scientifcally with health,
climate and behaviour. In the feld of BYOD (Bring Your
Own Device), which enables smart phones, tablets and
other private equipment to be used in the working
environment as well, we have entered into a partnership
with cisco and Vodafone. In the feld of data
management we differentiate ourselves in several ways,
including a co-operation with cisco in the feld of large
and complex database management based on cloud
computing, for example for insurance company DAS
Rechtsbijstand. We were also responsible for installing
a strategic information architecture that enables highly-
complex data to be managed at the Academic Medical
centre (AMc) in Amsterdam.
Sweden: a temporary set-back
From an international perspective the Swedish IT market
is seen as the front-runner in IaaS (IT as a Service) and
SaaS (Software as a Service) and is, therefore, an
interesting market for us. Expertise in this feld is shared
actively internally. At the beginning of 2012 the largest IT
outsourcing agreement in the history of our subsidiary,
Qbranch, was signed with Swedavia owner of the major
airports in Sweden. The fact that the transition period
lasted more than six months did, however, have
a negative impact on the total EBITDA. In 2013 this
outsourcing contract together with our existing contracts
will be the fundament for strong recovery.
Austria: stability safeguarded by recurring business
In Austria our focus is on added-value in outsourcing.
We supplied two large data centres to Red Bull and coats
and signed a long-term agreement with insurance
company Zricher Versicherung.
The infrastructure business in Austria came under extreme
pressure. The software we have developed in the feld of
total integrated logistics solutions has resulted in our
being one of the leaders in this market. A substantial
portion our activities in this market is recurring business,
for example for France Post and sterreichische Post, not
only in France but also in Serbia, Romania and Slovakia.
We received an important European Award - the SAP
Quality Award 2012: celebrating Excellence in SAP
Implementations Quality for our new mobile ERP
application. Overall our performance was stable.
Belgium: margins under pressure due to
challenging market conditions
In Belgium we were confronted with challenging market
conditions, which led to pressure on margins. Even so, we
managed to hold our own reasonably well, especially in
the feld of software development. We received
exceptional orders from pharmaceutical company Sandoz
(BI [Business Intelligence] as a Service) and dredger Jan de
Nul (Monitoring-as-a-Service). In the care & cure sector
our innovative MyHealthBox
concept was well received.

MyHealthBox
is a combination of a web portal and

a kiosk application that makes an optimum treatment
process possible for patients and in hospitals leads to data
integration with electronic patient fles.
The UK: a good performance in a competitive
market
Trends such as cloud computing, BYOD and The
New Way of Working demand not only a fexible IT
environment but also erase the traditional borders
between telecoms and IT. This is called convergence.
In the UK we offer a differentiating portfolio in which
convergence and virtualisation in networks come together
with a focus on both data storage and server technology.
This led to a good performance in a competitive market.
As a partner of IBMs Smarter Planet Strategy we installed
58
an Integrated Operation centre (IOc). Partly on the basis
of this high-tech dashboard for governmental steering
information related to energy, traffc, education, waste
management, etc., the government selected us as its
preferred supplier for G-cloud, cloud computing. This
generated interesting spin-offs. Internal synergy between
our local companies increased, for example through our
co-operation with Severn Trent Water.
Growth in South-east Asia
Our activities developed well in Asia. Fritz & Macziols
South-east Asia business unit, with offces in Manila and
Singapore, served a fast-growing market. The German
business model is being rolled-out step by step in Asia
and, in exchange, services are being supplied in Europe.
In the Philippines our focus is on partnerships with IBM
and Microsoft. We received important software orders
from Globe Telecom and Philippine Airlines (PAL).
Value added service (VAS
) was supplied to four Holcim

cement factories and a terminal in the Philippines capital,
Manila (VAS
).
Traffc division
In Traffc we generated revenues and other income of
155 million euro. In terms of revenue, we believe that
we are a leading traffc technology provider in Europe.
We deliver our services through a network of branches
in our key markets the UK, the Netherlands, Sweden,
Finland and on a project basis in other European
countries. As of 31 December 2012 Traffc had 1,078
employees.Our activities in the traffc market are a mix
of installation and maintenance projects and product
development for dynamic traffc management, intelligent
transport systems, and traffc safety and enforcement.
Further, we are active in the parking market via our
subsidiary WPS, which operates in eight countries.
The parking activities mainly consist of production,
sales and installation of parking systems. Our business is
largely dependent on governmental budgets and our key
customers include, amongst others, the Dutch Ministry
of Public Works, UK Highways Agency and Transport
for London.
We occupy a strong position in the European traffc
market where we have provided various traffc solutions
to hundreds of, mainly public sector, customers in Europe.
We are active in the UK, the Netherlands, Belgium,
Sweden and Finland and, on a project basis, in other
European countries. We also export mobility solutions
outside Europe. We are active in the (inter)urban market,
the traffc enforcement and safety market and in
high-tech traffc centres. We are also active in the parking
market in eight countries via our own business unit -
WPS. The main competitors in the traffc market are
Siemens, Swarco and Telvent and in the parking market
Scheidt & Bachmann and Skidata.
Imtech Traffc: a stable performance, technological
integration
Despite lower government budgets due to economies
and ferce competition we achieved a stable performance.
Technological integration led to higher added-value for
our customers. We performed well in the UK and
Scandinavia.
Technological integration leads to higher
added-value
The market trend is towards greater added-value at a
lower price. Technological integration leads to greater
differentiation. A good example of this is our new
high-tech adaptive traffc management system, ImFlow,
which won the international Intertraffc Innovation
Award. ImFlow enables political goals in the feld of traffc
policy to be translated into real-time traffc management.
Traffc jams and lost vehicle hours are reduced. Heavy
goods vehicles (eco driving) and the emergency services
receive special attention. With ImFlow the performance
of public transport is improved, emissions are reduced
and traffc throughput, and therefore the accessibility,
of cities and regions is increased. Our small, strategic,
acquisition of cutlas common Database technology from
Envitia has made coordinated strategic traffc
management systems possible. Based on this technology
we have introduced Imcity therewith answering the
growing need to manage cities proactively by integrating
traffc and other data, such as guiding the traffc from
outside and inside the city to available parking sites.
A breakthrough in Ireland
In 2012 Dublin city council awarded us a multi-year
contract for the maintenance and management of
its traffc management system. This involves the
maintenance of 800 traffc lights and 1,800 public
lighting bollards as well as the installation of a traffc
management system including a glass fbre network
The contract led to extra growth options, such as the
maintenance of the traffc-related technology at Dublin
airport and an operational contract for the Samuel
Beckett Bridge in Dublin.
59
A good performance in the UK
We performed well in the UK. Setting-up a separate unit
specialised in high-quality IP communications networks
for IcT and camera applications resulted in the frst
application in Ipswich. A framework contract with the
Highways Agency will involve installing the next
generation of digital enforcement camera systems along
the English motorways (HADEcS 3.0). We installed a new
generation of variable warning signs along the A20 and
signed large management contracts in Nottinghamshire
and Devon. As a partner of TfL (Transport for London) we
maintain more than 40% of Londons traffc infrastructure
and were heavily involved for the coordination of traffc
related to the Olympic Games in our area.
The Netherlands and Belgium: a stable position
The maintenance of the digital network (Motor Traffc
Management system) along and under Dutch motorways
progressed very smoothly. We received a new order for
digital route-information on roads in the Dutch province
of Utrecht, supplied the Noordwest Nederland traffc
centre in Velsen and, as a spin-off, are connecting the
traffc centre to the technical infrastructure and camera
monitoring in the second coen tunnel. We are also
responsible for a high-tech back-up for all the Dutch
traffc centres that will take over should these traffc
centres be unable to guarantee the continuity of the
traffc control. In Belgium our presence is growing slowly
but surely. Important is the order for the implementation
and 25 years of maintenance of all technical solutions
for the new tram link in Antwerp. In this project Imtech
realises inter alia the automation, train signalling, traction
power supply voltage, camera and telecom solutions and
the tunnel technical systems. We also completed a
parking technology project in the Gasthuisberg University
Hospital in Leuven.
Scandinavia: an improved position
Our position in Scandinavia improved. In Sweden we
installed a new Motor Traffc Management system along
the E18 and E4 motorway and delivered the frst ImFlow
solution and traffc measurement system in Stockholm.
In Finland, where we are a strong player in the feld of
traffc monitoring, we strengthened our position by
acquiring two companies - SSR and Polar. SSR supplies
total solutions in the traffc market, for example
controllers, information systems, traffc systems and
motorway systems. We are currently working alongside
SSR in a number of tunnels in Finland.
SSRs specialisms complement our existing expertise.
This will lead to future growth.
Parking: technological demands are increasing
The technological demands for parking systems, especially
those related to IcT, are increasing. Our Park@Advance
technology programme meets these demands. Our
performance was good in Brazil, the USA, canada and
Belgium, stable in the Netherlands and slightly worse in
Sweden, France and Spain.
Marine division
In the marine market we generated revenues and other
income of 491 million euro. We are a service provider and
system integrator of technological solutions including
control systems, communications, IcT, entertainment and
navigation. The revenue is evenly split between projects
and services and spread across a variety of sectors
including naval, cargo offshore and yachts. We deliver our
services through our outftting centres in the Netherlands,
Germany, the UK, Turkey, canada and china plus through
its worldwide services centres of 79 branches along
the major international shipping routes and in the
major shipbuilding centres. It is the only division that
operates globally. As of 31 December 2012 Marine had
2,528 employees.
We work for around 1,000 marine customers in the naval
vessel (logistic support ships, frigates, corvettes, patrol
vessels and submarines), special ship (dredgers, offshore
support ships, crane ships, construction ships and FPSOs
Floating Production, Storage & Offoading ships),
offshore platform, cargo vessel (container ships, bulk
carriers and other cargo ships), cruise ship, passenger
liner, luxury (mega) yacht, fshing vessel and inland
waterways vessel segments. The international competitors
in the new construction market include L3, ABB, Siemens,
Wrtsila, Rolls Royce and GE-converteam, and in the
services and maintenance market Telemar and McKay.
Imtech Marine: EBITDA fall, the order book recovers
Although the relatively low order intake in the preceding
years led to a lower EBITDA and a reorganisation in 2012,
during the year the order intake began increasing as the
multi-facetted growth strategy began to bear fruit.
A multi-facetted growth strategy with the
emphasis on added-value
During the year the various marine business units started
operating under a single name: Imtech Marine. This has
60
accentuated our presence and strengthened our position
as a leading player in the global marine market with
activities in around 30 countries. We are focusing on
achieving growth in two ways. Firstly, by expanding our
service activities along major shipping routes by opening
new service centres and secondly, by offering our total
marine services portfolio at those service centres that used
to focus primarily on navigation and communication
technology. This strategy brings us closer to our
customers and has also has led to more added-value,
cross-selling and further growth as demonstrated a.o. in
china where orders for various automated bridge systems
have been received, for example for cosco Nantong.
Second tier of our strategy is to offer state-of-the-art
life-cycle solutions and build long-term relations with our
customers from consultancy in the initial design phase,
through the newbuild phase to servicing the ship during
the full operating phase.
Increased service activities
Our service activities developed well. The scope of services
offered by a number of our existing service centres has
expanded and we opened new service centres in Brazil,
Spain, Russia, Scotland, the USA, china and along the
west coast of Africa. Our service position in Belgium was
strengthened, primarily in the inland waterways market,
through the acquisition of Van Stappen & cada. Through
these newly opened stations, a wider range of technical
solutions can be offered and this has led to signifcant
spin-offs and more added-value. We also started to
expand our remote offering via our new Global Technical
Assistance which monitors ships around the globe
digitally, 24/7, from Rotterdam (the Netherlands), Houston
(USA) and Singapore. More and more ship owners and
operators are using this service. The early remote
diagnosis and solution of technical problems results in
more effcient exploitation of their ships. We manage over
5,000 ships via managed services contracts. New
advanced support agreements (including remote control)
were signed with Seaway Heavy Lifting and Jack up
Barge. All these initiatives are leading to a substantial
growth of our service activities.
Naval vessels: further growth
In the naval market we are well on course. In 2012 new
international orders were received from South America,
Turkey, the Middle East and Asia. We are involved in the
Royal Netherlands Navy submarine maintenance
programme and the construction of its new Joint Support
Ship Karel Doorman. Further, we are responsible for all
electrical systems, including power generation and
propulsion as well as the automation system for machine
monitoring & control, on board three ships for the Turkish
Navy. The order for the high-tech HVAc (Heating,
Ventilation and Air conditioning) on board two aircraft
carriers under construction for the Royal Navy is on
schedule. In canada, as the technology partner of the
Seaspan Shipyards, we are involved in the implementation
of the canadian governments National Shipbuilding
Procurement Strategy (NSPS) programme a total new
build programme for the canadian Navy and coastguard
Service. We are working on the frst engineering orders.
Offshore and special ships: from prospects to
concrete orders
The pipeline of opportunity-rich prospects was well
flled. We received orders from Damen Shipyards for the
technology on board several of Fugros deep-sea and
seismic research ships and in Turkey we were involved in
the implementation of a programme for diesel-electric
push boats constructed by the Uzmar ship yard for
Brazilian operator Hidrovias. These are the largest push
boats ever constructed in the world. In the market for
green shipping we are achieving steady growth, for
example with an order for innovative energy management
and hybrid driven ferry boats in Scotland. In Hamburg
we have set-up a competence centre for green ship
solutions. This centre will coordinate all our innovations
related to energy effciency and emission reduction.
Yachts remain an attractive market
The market for luxury yachts remained attractive with
new orders from the Dutch yacht builders Amels &
Koninklijke De Vries Scheepsbouw Aalsmeer and
Oceanco, the German ship yards, Lrssen and Nobiskrug
and the Italian ship yard Fincantieri. At Royal van Lent we
installed a substantial technology package on board the
longest yacht ever built in the Netherlands. Furthermore
our offce in Fort Lauderdale in the USA showed healthy
growth.
Cruise ships: new orders in a competitive market
We are achieving steady progress in the competitive cruise
ship market. As the technology partner of various yards,
including the Meyer Werft in Germany, we are involved in
the construction of cruise ships for Norwegian cruise Line
(NcL), a.o. the Norwegian Breakaway. A number of
cruise lines announced interesting investment and
61
upgrade programmes. We received the frst orders related
to the mega-upgrade of the carnival cruise lines carnival
Destiny that has been carried out at The Fincantieri
in Italy.
Cargo and fshing vessels; no recovery
The new-build cargo vessels market is not showing any
signs of recovery and there are clear signs of over capacity.
The volume in the fshing vessel market is also low.
Despite the competitive market conditions in both
segments our service activities are increasing.
Outlook
Our IcT strategy, which is aimed at the creation of
added-value and increasing internal knowledge sharing,
is progressing according to plan. Our focus on innovation
in close co-operation with strategic partners is bearing
fruit and our range of services, strategic portfolio and
geographic presence have been extended further.
We face our future in the IcT market with confdence.
In the traffc market technological integration and
a number of long-term orders are safeguarding our
continuity despite competitive market conditions.
Our strong European position and export activities offer
opportunities for further growth. Government economies
can have both a negative impact (less market volume) and
a positive impact (the need for technological integration
and the effcient clustering of contracts).
In the marine market we are positioned for recovery.
Our multi-facetted growth strategy aimed at creating
added-value is bearing fruit. The degree of technological
integration and automation continues to grow, which is
a positive development for us. Our broad portfolio offers
numerous cross-selling options. Sustainable technology is
another growth driver. Our order book is well flled and
the orders are of a considerably higher quality compared
to previous years. Our service activities are showing
healthy growth and there are numerous orders and
serious prospects in other segments.
62
RISK MANAGEMENT
The developments related primarily to Poland and
Germany that are explained in depth in our Report to
Shareholders led us to the conclusion that strengthening
the quality and effectiveness of our business controls is
necessary. Subsequent fndings In the Benelux, Spain and
Turkey confrmed this conclusion.
In recent years our Group achieved robust growth.
But although our systems and procedures for risk
management and internal audits of projects by our group
risk managers were revised and improved, they did not
keep up with this growth. As a result a discrepancy arose
which raised our risk profle. The situation was
exacerbated by our involvement in more and more large
and/or complex projects and the increased frequency of
contractual risk sharing, which meant the risks we (were
forced) to take grew in both number and size.
The need for improvements to our risk management
system was, indeed, recognised in 2010 and, in view of
our decentralised business model, a number of councils
were set-up, including councils for Risk Management and
Insurance. The Risk Management & Insurance council,
which includes both the central and decentralised Risk
Managers, will remain in place and will play a major role
in the implementation of the improvements to our
business controls that have been announced.
On 27 February 2013 Imtech announced the following
measures:
Reinforcement of shareholders equity through
a 500 million euro rights issue;
A revision of the formulated revenue and margin
targets for 2015;
More stringent operational implementation of the
business processes with a special focus on project
management, working capital and cash generation;
No acquisitions until 2015;
Reinforcement of the quality and effectiveness of the
business controls through a more stringent
authorisation matrix, tighter management and
monitoring of larger projects and the strengthening of
the fnancial function and reporting;
Revision of the management targets and the related
variable income component in order to bring these
in line with the new priorities and strategy;
Strengthening of the Board of Managements
operational role by expanding the number of
members.
Many of these measures have already been set in motion.
External expertise will be used to further strengthen our
business controls. Training will also play an important role.
This will not only focus on knowledge transfer, but also
on the development of an appropriate company culture
in which integrity, loyalty and critical thinking remain
well balanced. The aforementioned measures will, when
they are implemented, lower Imtechs risk profle and
strengthen its fnancial resilience, risk management and
internal control. The new risk management will be
integrated in the total framework of Governance, Risk
and compliance. Also our Internal rules will be adapted
and our employees will be trained to understand these
rules and to comply with them. A further detailed
description of our new risk management is also included
in our Report to Shareholders.
The following text describes our Risk Management system
as it was during 2012 before the announcement and/or
implementation of the measures described above. The
2012 Risk Management system is addressing in particular
actions to mitigate risks or consequences thereof. This
Risk Management system will continue to be used, but
applied more stringently, during the period of transition
to the new, higher, standard of risk management and
business controls, which will be part of the new
Governance, Risk & compliance framework.
Imtech risk management 2012
Imtech follows a pro-active risk management policy aimed
at ensuring the proper functioning of risk management
and internal control systems. The responsibility for risk
management rests with the Board of Management.
The objective is to estimate and, as far as possible, to
control the major risks to which the Group is or could be
exposed, to make possible the reliable achievement of
operational and fnancial goals and to ensure compliance
with applicable legislation and regulations.
Such systems can neither provide absolute assurance that
our objectives will be attained, nor entirely prevent
material errors, loss, fraud and contraventions
of legislation and regulations. Such systems do highlight
which (potential) risks are present so that control
measures can be implemented. The Risk & Insurance
council plays a major role in this. Both the central and
decentralised risk managers are members of the council
which, on the basis of the priorities determined by the
Executive council, formulates the risk policy. The objective
is to meet the central risk management objectives while
63
reinforcing the decentralised risk management function
in order to embed risk awareness at a low level in the
organisation.

Operational project risks
The number of larger and more complex projects in the
form of performance contracts and DBMF-orders (Design,
Build, Maintain and Finance - via third parties - in various
combinations) in the market is increasing. As a result
we are increasingly taking over responsibilities from
customers. This type of project, which is generally carried
out as a participant in a construction consortium or other
form of co-operation, has a higher risk profle and is more
complex in legal terms than traditional specifcation-based
projects. Our Risk, Legal and Insurance departments work
together at a decentralised level with the ultimate aim
being an integral risk management approach based on
Enterprise Risk Management. This way of working, which
in 2012 had not yet been properly implemented and
suffciently safeguarded in every division and operating
company, will mean all the project risks we could face are
specifed clearly and are taken into consideration when
deciding whether or not to accept a project.

At a Group (holding) level our risk management includes
specifc corporate Guidelines including a stepped
authorisation matrix. If the contract value of a tender/
contract is higher than a (division) Manager is authorised
to handle, the authorisation of his or her manager and/or
the Board of Management is required and, in some cases,
pre-tender estimates must be explained and discussed.
Our decentralised risk management approach to
operational risks is based on a web application
(Riskmaster
) and a special risk analysis method (GRIP
),
both of which were developed in-house. Our divisions
and companies use these methods to compile their own
risk inventories. This enables us to carry out bid reviews,
draw-up clear risk inventories covering a range of aspects
including the customer, contract, project location,
design, technology, materials, price structure, timescale,
safety and co-operation, and implement risk mitigation
plans. The Risk council supports this process and,
in consultation with (divisional) lawyers, proposal
managers and/or contract managers, evaluates the risk
management measures. All large project contracts are
also examined during the tender phase and specifcations
are subjected to further risk analysis. Once a project has
been awarded the risk plan should be checked regularly
using early warning systems and project reviews/audits.
When a project is large or complex, a contract Manager
is added to the project management team.
All projects with an order value higher than 4 million
euro, or that are located geographically outside the
country in which the Imtech company concerned is based,
or that involve a partnership with third parties, or that
have an extra high risk profle (complex projects or special
contracts), must be registered centrally. Projects that meet
certain criteria require prior approval by the Board of
Management. As indicated above, this procedure was
applicable in 2012 and has now been reinforced with
additional measures.
Other operational risks
Discussions with customers regarding additional work
sometimes end in legal proceedings and claims going
back and forth. These risks are, to a certain degree,
covered by provisions. Some contracts also included
so-called change of control clauses.
We are well insured against business and execution risks.
Product liability is hardly relevant because we rarely
develop our own products and generally purchase
products from many different suppliers who are
responsible for their own product risks.
Inventory risks are minimal because, as a general rule,
materials are purchased on a project which means
stockpiling is limited.
We always face the risk that an acquired company will
not perform as we expected. This could lead to a number
of risks including the impairment of capitalised goodwill.
We endeavour to minimise this risk as far as possible
during the due diligence phase.
The aim of our HSE (Health, Safety and Environment) see
page 68, is to ensure all our employees and any involved
third parties are properly protected so that the risks
of job-related accidents, and claims that might arise from
such accidents, are limited.
Management succession risks
We not only pay considerable attention to improving the
quality of our management, we also endeavour to reduce
the risks related to management succession. The loss of
key staff, along with their expertise and experience, can
64
interest rate swaps with terms that correspond as far
as possible with the terms of the (bank) credit facilities.
Other risks
Our other risks include insurance risks, pension risks,
market risks, compliance risks and climate risks.
Insurance risks
We follow a policy in which only the insurance risks that
could have too great a fnancial impact on our continuity
are covered externally. Such insurances are placed within
our Group insurance programmes. We cover all other
insurance risks internally as this is in general cheaper and
more effcient. Where standard insurance policies are
concerned we share best practices and, when relevant
and interesting in terms of costs, we combine insurances.
All our on-going insurance policies are analysed by an
external insurance company/consultant.
Pension risks
Most of our employee pension schemes are based
on defned contribution schemes. The pension provisions
for most of our activities, including since 2012 the
supplementary pension scheme for Dutch higher and
middle management, are placed with industrial pension
funds and insurance companies. In Germany the pension
provision is self-administered. The consequence of an
average wage scheme is that back service obligations
related to pension schemes are limited to the indexing.
Market risks
Doing business involves risks, which are not the same for
all the markets in which we are active. Our combination
of technologies, our geographical spread and our
presence in diverse markets and product/market segments
make us less dependent on fuctuating market conditions.
Market risks include economic, political and social risks.
Compliance risks
All our employees are regulated by the Imtech corporate
Guidelines and during 2012 we were not the subject of
any substantial fnes and/or sanctions related to
non-compliance in the context of fraud, antitrust,
environmental legislation, etc. In the Imtech Business
Principles, which are also applicable to all our employees,
we endorse the United Nations Global Human Rights
Principles. During 2012 two reports were submitted under
the Whistle-blowers regulation, both of which have been
investigated and dealt with.
obviously affect our business operations and our result.
Safeguarding management positions by keeping records
of potential successors is, therefore, a permanent
component of our risk management policy. Annual
management reviews ensure that the Board of
Management is/ kept informed of succession issues
related to key positions.
Real estate risks
To retain maximum fexibility and minimise balance sheet
risks, more than 90% of the property we are currently
using is rented. The aim is to avoid accommodation being
unoccupied and reduce costs by ensuring we have the
right accommodation available in the right place, at the
right time and at a price that conforms with the market.
Financial risks
Financial risks include debtors, liquidity, currency
exchange rate and interest rate risks.
Debtor risk
As we serve around 24,000 customers varying from large
to small, our debtor risk is very widely spread. To reduce
the individual debtor risk we use various banking products
(bank guarantees, letters of credit, etc.) and advance
payments. In certain cases credit information supplied by
specialist institutions helps us to better assess debtor risks.
Liquidity risk
We strive to limit our liquidity risk by guaranteeing that
adequate credit facilities and bank guarantee facilities are
available to support our operational activities. We refer to
paragraph Financial consequences on page 26.
Currency exchange rate risk
currency exchange rate risks play a limited role because
our cash fows are predominantly in euro, the British
pound and the Swedish kroner. currency exchange rate
risks arising from the purchase or sale of materials abroad
are hedged through forward foreign exchange contracts.
The amount involved is several tens of millions of euro.
Our currency translation risks related to foreign
subsidiaries are not hedged because, in practice,
temporary fuctuations in exchange rates balance out
over time.
Interest risks
The objective of our interest rate coverage policy is to
hedge at least 50% of the interest rate profle of our net
debt position as at 31 December. To this end we use
65
internal control systems have not functioned at an
adequate level. Shortcomings in project control, oversight
and culture have been determined. As of early February
2013, the Board of Management has initiated various
corrective actions with the support of external expert
advisors. For the various improvement actions we refer
to the paragraph Operational Excellence on page 30.
These actions have been discussed with the Audit
committee and the Supervisory Board. Over the past
months the Board of Management has signifcantly
increased its control over the Group and such control is
expected to further increase in the months to come with
the goal to arrive at a level that is aligned with the size
and risk profle of our company.
Following indications about possible irregularities, the
Board of Management, in close consultation with the
Supervisory Board, ordered various investigations by
external experts (legal, forensic, fnancial and tax).
These experts focused mainly on Poland and Germany.
Our overall priority has been to produce reliable fnancial
information for the 2012 fnancial statements. We
ourselves also conducted substantial investigations in
the other countries in which we operate, including the
Netherlands, the United Kingdom & Ireland, Spain, Turkey,
Sweden and Austria, to make sure that the fnancial
information would be reliable. These actions were done
by our internal auditor, other Imtech staff and loaned
staff from a reputable accounting frm. Part of the actions
was a process whereby the responsible general and
fnancial management was given a one and only
opportunity to confess any irregularities they were
aware of.
Taking the above into account, the Board of Management
is, to the best of their knowledge, of the opinion, that the
above actions and investigations provide a reasonable
degree of assurance, that the Financial Statements for the
year 2012 are free of material misstatements.
Climate risks
As a technical service provider we expect little negative
effect of climate change on our business or resources.
On the other hand we can help our clients with mitigating
climate change with our GreenTech solutions.
Internal control
Imtech operates a system of regular internal reporting
and a budgetary cycle that follows standard procedures
and detailed guidelines. The fnancial reports are
evaluated centrally and compared with the approved
budgets. Forecasts are checked quarterly and, where
necessary, adjusted. There are standard procedures for
investments and disposals and also for the evaluation
and approval of acquisitions.
On the basis of risk analysis the implementation and
use of certain internal control systems in the various
companies is investigated. The fndings are discussed
with the relevant companies and, when necessary,
improvements are made. The follow-up of these
improvements is reported by the companies and paid
particular attention to by the Board of Management
during regional visits.
Operating companies and business units carry out
self-assessments using web-based questionnaires and an
analysis model based on the cOSO Enterprise Risk
Management Integrated Framework. The questionnaires
cover every possible and relevant aspect of business risk
management, contribute towards a good underpinning
and evaluation of the effectiveness and effciency of the
systems for risk management and internal control,
and form the basis of the internal control statements
submitted by divisions, operating companies and business
units. The self-assessments are analysed by Group
control and discussed with the Board of Management.
The fndings are then discussed with the divisional
management and used to improve the risk management
process. To check the quality of the self-assessments
they are reviewed on a regular basis by an independent
advisor.
The main lines of the internal control, self-assessments
and reviews, as well as the proposed measures and
follow-up to these measures, are discussed and evaluated
regularly with the Audit committee in the presence of
the auditor. he Supervisory Board is kept informed.
In view of the events that have come to light in the last
months and that are addressed in more detail elsewhere
in this report, it is clear that our risk management and
67
HUMAN RESOURCES
The irregularities in various parts of our organisation as
discussed in this report also impact our empolyees. We
will address the relevant integrity issues in a training
programme and reinforce our HR principles (as stated
below) which form the basis of our HR policy. As we are a
people business with a strong decentralised basis, the
quality of our decentralised management is important.
This is the guiding principle for our HR policy that, to a
great extent, is formulated by our HR and HSE councils.
In this section we give an overview of the HR
developments in 2012.

HR-principles
We follow eight HR principles, which form the basis of
our HR policy:
Mutual trust: openness, respect, co-operation and
the maxim agreed is agreed;
Personal development: the personal growth of our
employees leads to the growth of our company;
Leadership: the constant improvement and
development of our managers and focused
concentration on leadership, team performance,
achieving results and the introduction of new forms
of working;
The right people in the right place: continuous growth
and development ftting for the employees stage of
life and complementary to the needs of our company;
Employment conditions: our employment conditions
package is market competitive and aimed at optimum
individual performance and personal development;
Work safety: health, safety and well-being are core
issues for every employee in every function and in
every working situation;
A balance between work and leisure by seeking more
fexible working arrangements, such as The New Way
of Working;
A balanced focus on people, planet, and proft,
which is clarifed in our cSR policy and expressed in
various ways, such as the prevention of discrimination
(zero reports in 2012) and facilitating access to
decentralised representatives/mediators.

A broad cross-section
Our international workforce is diverse. Around 30% of
our employees have been educated to a university or
higher vocational level, 45% to an intermediate level and
25% to a practical technical level. The majority of our
employees (80% or more) are covered by a collective
employment agreement. By defnition employees work in
small-scale units and through their professionalism can
make an above-average contribution towards our success.
Retention is key
Employee retention is a core component of our HR
strategy. Employee involvement and satisfaction are
important strategic HR cornerstones: The reasons why
people leave and the level of employee satisfaction and
involvement are important indicators of the quality of our
(decentralised) HR policy. Good employment conditions
and opportunities for personal development are key
components of employee satisfaction. Generic and
Imtech-specifc training courses also play a major role as
do coaching and on-the-job training. Whenever possible,
when vacancies arise we frst look for qualifed candidates
within our own organisation. A clear understanding of our
employees qualities and motivation promotes loyalty to
our company.
Management Development and leadership
We pay attention to Management Development (MD) in
the form of a Group MD policy linked to Divisional MD
policy. We have an Executive Top Group of around 150
senior managers, 92% of whom are male and 87% are
aged 45 or older. Our systematic inventorying of
management potential make long-term continuity
possible. We also have tools for harmonising employment
conditions and succession planning. Our HR policy
recognises management style as a key component for the
development of values and standards within our
organisation and the quality of our management as a
determining factor for employee performance.
Management trainee programme
Our management trainee programme combines personal
development, (technical) skills development and a good
understanding of our organisations structure and
activities. We aim to make this type of management
training, available in every division.
Attracting young management potentials
A regular infow of young management potentials with a
good grasp of the business world is important to ensure
our long-term continuity. We put considerable effort into
co-operation with technical training institutions. We also,
in co-operation with regional training establishments
throughout Europe, operate a work placement
programme, with active mentoring and supplementary
training courses.
68
Professional project management
The increasing complexity of projects and, therefore, their
associated risks makes project management more
important than ever. Within our organisation project
management is a separate function group with three
levels, senior, middle and junior, based on expertise and
experience. (Potential) Project Managers are offered
a training programme that is in line with the levels of the
International Project Management Association (IPMA). To
emphasise the importance of the role seniormanagement
plays within project management, this subject was the
theme of a Eurotop for the Executive Top Group.
Sales management
Improving sales performance is another HR challenge. In
2012 various expertise-exchange sessions were organised
on a variety of themes including energy, water and
airports. To increase cross-selling, sales teams have been
combined at a national level.
The New Way of Working
Despite many of our activities being project-related we
look at opportunities for introducing the New Way of
Working including optimising our IcT infrastructure.
Flexible forms of working, boost diversity and open the
way for recruitment from outside the traditional target
groups.
Smart Recruiting
We use recruitment websites and social media to inform
potential recruits, of the career opportunities available
within our organisation.
HSE: Health, Safety & Environment
We accept our responsibility for the health and safety of
people and for caring for the environment. We also
accept that, while no working environment can ever be
guaranteed 100% risk free, we have a duty of care to
reduce risks as far as possible. This is why tasks that
infuence the working situation of our employees,
customers and operating partners are analysed. If HSE
risks are present we investigate whether they can be
removed or reduced to an acceptable level. We deem a
risk in the workplace unacceptable if there is a possibility
that, not every employee will return home safe and
healthy at the end of the working day. In more risky
working situations, such as project sites, it is our standard
practice to carry out an LMRA a Last Minute Risk
Analysis on a daily basis.
The HSE council focuses on harmonising our HSE policy
on the basis of an action plan with the following
priorities:
compliance with stringent HSE standards
implemented in certifcated control systems, such
as ISO9001, OHSAS18001, VcA and ISO14001;
Working on a solid safety culture and formalising this
in a communication and HSE leadership programme
supported by self-assessments and benchmarking
tools;
Achieving comparable accident frequencies in every
division, with specifc actions to reduce HSE risks in
the work place to a minimum.
The sharing of HSE-related knowledge throughout the
organisation is an important topic. We have a digital HSE
portal (www.imtech.com/hse) at a Group level, HSE
information is published on our divisional websites and
we are developing an HSE culture programme. The HSE
councils objective is for our eight HSE principles to be
understood and applied in every part of our organisation.
The eight HSE principles can be summarised as follows:
Safety frst and foremost;
Take responsibility;
Use protective means;
Tidy up;
Stay informed;
Prevent environmental damage;
Fulfl agreements;
Set a good example.
Our goal is zero accidents. Although a number of
divisions have achieved this goal, as a Group we have not
yet achieved this level. The underlying statistics vary
between one division and another, partly due to
legislation and defnition issues. Our short-term target is
to have reduced the accident (incident) frequency (IF)
index by at least 25% of the 2010 fgure by 2014.
Any accident that does take place is recorded, the
incident is investigated and, if necessary, structural
changes are implemented. The HSE council is ensuring
that the lessons learned are incorporated in HSE
communications by publishing Learning from Incidents.
Sadly, in 2012 there was a fatal accident in Spain. This
accident was investigated thoroughly together with the
involved parties. The legal process will be completed
during 2013.
69
Category Indicator 2012 2011 2010
General Number of employees as at 31 December 29,473 27,412 25,075
Infow percentage (excluding acquisitions) 16.9 15.8 14.2
Outfow percentage 16.3 14.7 14.1
Effciency Salary costs per FTE (in thousands of euro) 44.8 44.3 42.5
Training costs (as a % of salary costs) 3.3 2.9 2.9
Flexibility Average age 41.1 41 41
Number of employees aged 30-45 (%) 41.6 39.0 41.4
Average length of service per employee 9.4 9.4 9.7
Diversity Percentage of female employees 11.5 11.6 11.1
Absenteeism Average sick leave per employee (%) 3.1 3.3 3.7
HR indicators
We recognise the following HR indicators:
HR focus points 2013
Apart from a reinforcement of our HR principles, we have
formulated the following HR focal points for 2013:
Achievement of our HSE priorities;
Introduction and implementation of our HR Executives
principles;
A plan of approach for retention management;
A further reduction of absenteeism through sickness;
Expansion of our management trainee programme;
Intensifying Smart Recruiting;
Formulating a specifc talent management policy;
Promoting networking and synergy, including sales
management;
The further specifcation of top managements role in
project management.
European Works Council and representative bodies
Every division has its own representative structure with
forms of participation and consultation. To a great extent
the local representative structures echo those of our
European Works council (EWc). The European Works
councils agenda is, to a degree, determined by the
priorities of our various councils, our HSE policy and
our cSR policy. The central Works council (cWc) forms
a natural bridge to the European Works council.
71
All over the world major challenges are being faced: how
to provide an increasing population with the necessities
of life when the earths natural resources are dwindling;
how to do this while reducing the greenhouse gases that
are bringing about climate change, and to do this while
the economy in many countries and regions is in a state
of crisis. While accepting that the rapid technology-driven
progress the world has undergone in the past 200 years
has, in some cases, caused some of the problems now
being faced, we frmly believe that new, innovative,
technology can play a key role in fnding solutions.
And as a technical services provider we want to make
a positive contribution towards this. This is why we take
our corporate Social Responsibility (cSR) so seriously
and have made it a core component of our policies and
activities. cSR at Imtech means helping to meet the
worlds growing economic, environmental and social
needs in responsible ways.
One of the ways in which we can increase our positive
impact is through GreenTech our label for sustainable
solutions. In 2012 around 30% of our work was in this
category. The added-value we provide our customers in
this way is important, but so is making our own business
operations as sustainable as possible.
CORPORATE SOCIAl
RESPONSIBIlITY
This section is a summary of our cSR-Report 2012.
The full text can be read in the on-line version of this
Annual Report, see www.imtech.com/annualreport2012.
In 2012, important steps have been taken to increase the
awareness of our empolyees regarding our cSR-topics.
The irregularities in various parts of our organisation,
as discussed in the previous sections of this report,
reinforce the need to further develop a cSR approach
that addresses our most relevant issues, supported
throughout the entire Group. In 2013, we will therefore
reexamine our topics, KPIs, results and targets, as to
better adapt the programme to the current situation
at Imtech.
About the CSR Reporting
We believe it is important that we tell our stakeholders
how we are fulflling our corporate Social Responsibility.
Which is why we have opted to incorporate cSR in this
Annual report. Examples of our sustainable solutions
are included in earlier sections of this Annual Report.
This section reports and explains our progress in making
cSR an integral component of how we do business.
The information in this report has come from various
sources within the organisation. Every division supplies
information based on our cSR performance indicators.
We report in conformance with the GRI (Global Reporting
Initiative) guidelines at Level c.
Status 2011 Status 2012 Approach
Recognising corporate Social
Responsibility (cSR)
complete complete Integrated in all communications. A topic on the agendas
of various committees.
Identifying and engaging with
stakeholders
complete complete A different approach per type of stakeholder and per
division.
cSR and organisational
characteristics
complete complete A topic in the cSR council.
The understanding of cSR
within the organisation
Well underway Well underway The impact and infuence has been formulated. We are
continuing to work on raising internal awareness.
Selecting cSR initiatives Well underway Well underway In accordance with formulated criteria. corporate
programmes and programmes per division.
cSR communications and reports Well underway Well underway Integrated Annual Report, GRI report in on-line Annual
Report, annual cSR magazine. Internal cSR campaign in
respect of 9 core issues.
Increasing credibility Well underway Well underway Expand GRI declaration, pilots for validation of
environmental indicators at a business unit scale.
Evaluation and improvement On-going Well underway An annual self-assessment for all divisions.
ISO26000 - progress in 2012
72
ISO 26000
To be in-line with global defnitions, we use ISO 26000
as a guideline for business operations. ISO 26000 is
complementary to international conventions and treaties,
such as those of the ILO, OESO and UN. which we
endorse implicitly by applying ISO 26000. These
conventions provide a framework for, for example, the
content of the HSE policy (Health, Safety & Environment)
and the code of Sustainable Supply.
The organisation
The responsibility for monitoring our performance in
economically, environmentally and socially responsible
ways, rests at the highest level and, on the instructions
of the Supervisory Board, falls within the remit of the
Board of Management and the Executive council.
These bodies are responsible for formulating the policy
of the cSR council. The cSR council, which comprises
managers from the Group and the divisions, is responsible
for formulating the Group cSR policy and for the
implementation of this policy within the divisions. The
cSR council reports to the Supervisory Board, the Board
of Management and the Executive council on a regular
basis. The cSR principles are an integral component of
our Business Principles (see: www.imtech.com/
corporategovernance-downloads) and form the basis for
various (internal) Group regulations, such as the code of
Sustainable Supply, the HR principles, the competition
compliance Manual, the Whistle-blowers regulation and
the HSE policy. Specifc cSR targets form part of the
remuneration policy for cSR council members.
Staying in touch with our stakeholders
We are part of the community and are aware that staying
in touch with our stakeholders and consulting them
regarding specifc themes contributes towards our
continuity. Our stakeholders include our customers,
employees, shareholders, co-makers, suppliers,
government, municipalities, fnanciers and NGOs
(non-government organisations). The quantity and type
of information needed by each of these groups of
stakeholders varies. So does the best way to communicate
this information to them. For some groups of
stakeholders - major customers, shareholders, investors,
NGOs and suppliers the best way is often means
personal contact. For other groups the best way is via
press releases, Works councils, our website and social
media or specifc informative meetings. When projects
that will have a direct impact on the physical environment
of the local community are involved, we organise
information sessions. Agreement regarding prioritising
social issues is reached with in dialogue with NGOs and
Sustainable Investor Associations. The outcomes of these
dialogues in 2012 are incorporated into the evaluation of
our policy. Dilemmas such as paper usage or the cO
2

compensation method, are discussed with various experts
in the feld of impact analysis.
In Spain, where we are working towards attaining
Distinctive of Equality in a company certifcation, we
have intensifed our dialogue with stakeholders, for
example through co-operation with the Downs Syndrome
Foundation, the San Francisco de Borja Foundation (care
of the handicapped) and AENOR (foreseen audit for
Social Responsibility Management System certifcation).
To assess our progress in cSR communication we
participate in the Ministry of Economics Transparency
Benchmark, the carbon Disclosure Project, organised by
investors, and the cO
2
performance ladder, initiated by
ProRail and the Dutch government. How well our Annual
Report meets the information needs of our stakeholders
is also evaluated every year. For more information see
www.imtech.com/annualreport2012-benchmarks.
Impact and infuence
The nature of our business and the characteristics of the
sectors in which we operate play a major role in our
selection of relevant cSR topics. We have evaluated the
impact our activities have on their surroundings and the
extent to which this impact can be infuenced positively.
After that, we have taken both these characteristics and
ISO 26000-related aspects into account when formulating
our performance indicators. We have also involved
relevant internal and external stakeholder groups in this
process. An overview of our organisational indicators, our
impact on our surroundings and our choice of cSR topics
is shown on the next page.
73
Organisation and sector
characteristics
Impact on the surrounding area CSR Topics
We are a technical services
provider
In our operations, we identify material issues like energy,
waste, cO
2
emission. Sustainable solutions are a spearhead
for combating climate change and preserving biodiversity.
GreenTech

The end result - service provision
- spans the chain in co-operation
with suppliers and customers
Our success partly depends on a chain of partners and we aim
to contribute to a responsible chain. Our code of Sustainable
Supply leads to sustainable co-operations.
Supply chain
Employees are a critical
success factor
Our operations impact our employees health and safety.
HSE policies and cSR awareness contribute towards
a proactive (safety) culture.
People & HSE
Employees travel a lot and there
is a large vehicle feet
cO
2
emissions impact climate change and need to be
reduced through actions such as adjusting the vehicle
feet and Implementing new ways of working.
cO
2
reduction
Many work sites cO
2
reduction through co-operation throughout the chain,
the use of information technology, energy-saving measures
and the purchase of green electricity.
The largest waste stream is paper The production of paper threatens biodiversity and consumes
limited resources. We aim to protect biodiversity and reduce
raw material consumption by using less paper and closing
the paper cycle.
Paper usage

considerable waste at project sites Much of the recyclable waste we produce uses up large amounts
of the worlds available resources. By optimising our waste
streams aimed at re-use and recycling, we are lengthening
the life span of our resources.
Waste reduction

Possesses the technology and
expertise to help solve social
challenges
Our operations impact the community where we operate.
We aim to support their interests and concerns through
investment in development projects, start-ups and knowledge
exchange.
corporate
citizenship
Stock exchange listed, sustainable
investors are an Important
stakeholder group
We aim to be answerable to all stakeholders, including investors,
for the way in which their money is managed. We increase
transparency by improving our reporting, including of
non-fnancial performance indicators.
cSR Standards
CSR topics
74
CSR Topic

Key Performance Indicator (KPI) Achieved actions 2012 Results 2012 Results 2011 Strategic targets 2012-2015
GreenTech The percentage of total revenue derived
from GreenTech.
Defnition of GreenTech formulated. GreenTech 30% total revenue. GreenTech 30% of total revenue. Annual increase of share of GreenTech.
Supply chain Percentage of multi-division framework contracts
with signed code of Sustainable Supply (coSS).
Self assessment of suppliers via the website on
core topics: labour; health & safety; environment;
management system; ethics.
36% of the multi-division framework
contracts have signed the coSS.
60% of the multi-division framework contracts
have signed the coSS.
HSE Absenteeism through sickness percentage.
Number of works accidents with fatalities.
HSE council monitoring of HSE results at all project
sites. HSE topics a spearhead in internal
communication.
Absenteeism through sickness 3.1%.
1 work-related fatal accident.
Zero work-related fatal accidents.
Absenteeism through sickness 4%.
Zero work-related fatal accidents per annum.
People Employee satisfaction. Due to reorganisation focus on work-after-work. 83.7% retention.
Training expense 3.3% of the wages bill.
84.2% retention.
Retention 85%.
Training expense >2.5% of the wages bill.
cSR awareness. Internal awareness campaign for employees developed. campaign developed and approved by
cSR council.
Increased cSR awareness.
cO
2
reduction Totale carbon footprint. 100% Integration with fnancial reporting in 2012. 103 kiloton cO
2
emissions
(3.5 ton per employee).
106 kiloton cO
2
emissions
15% reduction of cO
2
emissions per employee
compared with 2011.
Paper usage Paper usage reduction, closure of paper cycle. Printer settings adjusted. Purchase of recycled paper
and cO
2
compensation. Separate processing of waste
paper for recycling.
37 kg paper (or paper intensity)
per employee.
per employee.
Paper usage per employee reduced by 30% compared
to 2011.
Waste management Optimisation of waste streams aimed at re-use
and recycling.
Waste pilot for monitoring waste streams at project
sites in the UK.
Monitor waste at project sites.
Set benchmark.
corporate citizenship contribute towards development projects and
facilitate start-ups, knowledge exchange and
development.
SSDc project in Peru. Investment in start-ups,
contribution towards dissertation prizes and talent
events, organisation of energy seminars.
SSDc Peru completed, local solar-energy
prototype under development.
SSDc water project in South Africa completed,
SSDc-project in Peru prepared.
continue contributing towards social development.
Start-up investments (Group level). Start-up investments (Group level).
Talent event (Group level). Talent event (Group level).
cSR Standards Visibility in external reports and benchmarks. Active participation in carbon Disclosure Project,
Transparency benchmark and Dow Jones Sustainability
index.
TPB 139 points (70% score). TPB 109 points (54% score). Achieve 75% of maximum score.
DJSI 56 points (56% score). DJSI 42 points (42% score). Achieve 70% of maximum score.
Validation of non-fnancial performance indicators. Successful pilot carried out by Tv Nord to verify the
environmental indicators compared with ISO 14064.
Expand external validation.
Overview of topics, KPIs, actions, results and targets
75
CSR Topic

Key Performance Indicator (KPI) Achieved actions 2012 Results 2012 Results 2011 Strategic targets 2012-2015
GreenTech The percentage of total revenue derived
from GreenTech.
Defnition of GreenTech formulated. GreenTech 30% total revenue. GreenTech 30% of total revenue. Annual increase of share of GreenTech.
Supply chain Percentage of multi-division framework contracts
with signed code of Sustainable Supply (coSS).
Self assessment of suppliers via the website on
core topics: labour; health & safety; environment;
management system; ethics.
60% of the multi-division framework contracts
have signed the coSS.
HSE Absenteeism through sickness percentage.
Number of works accidents with fatalities.
HSE council monitoring of HSE results at all project
sites. HSE topics a spearhead in internal
communication.
1 work-related fatal accident.
Zero work-related fatal accidents.
Absenteeism through sickness 4%.
Zero work-related fatal accidents per annum.
People Employee satisfaction. Due to reorganisation focus on work-after-work. 83.7% retention.
84.2% retention.
Retention 85%.
Training expense >2.5% of the wages bill.
cSR awareness. Internal awareness campaign for employees developed. campaign developed and approved by
cSR council.
Increased cSR awareness.
cO
2
reduction Totale carbon footprint. 100% Integration with fnancial reporting in 2012. 103 kiloton cO
2
emissions
106 kiloton cO
2
emissions
15% reduction of cO
2
emissions per employee
compared with 2011.
Paper usage Paper usage reduction, closure of paper cycle. Printer settings adjusted. Purchase of recycled paper
and cO
2
compensation. Separate processing of waste
paper for recycling.
per employee.
per employee.
Paper usage per employee reduced by 30% compared
to 2011.
Waste management Optimisation of waste streams aimed at re-use
and recycling.
Waste pilot for monitoring waste streams at project
sites in the UK.
Monitor waste at project sites.
Set benchmark.
corporate citizenship contribute towards development projects and
facilitate start-ups, knowledge exchange and
development.
SSDc project in Peru. Investment in start-ups,
contribution towards dissertation prizes and talent
events, organisation of energy seminars.
SSDc Peru completed, local solar-energy
prototype under development.
SSDc water project in South Africa completed,
SSDc-project in Peru prepared.
continue contributing towards social development.
Start-up investments (Group level). Start-up investments (Group level).
Talent event (Group level). Talent event (Group level).
cSR Standards Visibility in external reports and benchmarks. Active participation in carbon Disclosure Project,
Transparency benchmark and Dow Jones Sustainability
index.
TPB 139 points (70% score). TPB 109 points (54% score). Achieve 75% of maximum score.
DJSI 56 points (56% score). DJSI 42 points (42% score). Achieve 70% of maximum score.
Validation of non-fnancial performance indicators. Successful pilot carried out by Tv Nord to verify the
environmental indicators compared with ISO 14064.
Expand external validation.
76
our social responsibility are stated in our code of
Sustainable Supply (coSS). After compiling an extensive
inventory of initiatives in this feld within the chain and
consulting a number of procurement contacts we
introduced the new coSS in December 2011. To date this
code has been signed by 36%of our centrally-organised
framework contracts. We realise that the progress in cSR
policies achieved by our suppliers and subcontractors
varies. The coSS can, in some cases, provide guidance for
stragglers. The coSS describes very clearly the targets
we, in co-operation with our suppliers, want to achieve in
areas such as Health & Safety, Ethics and Labour. The full
code of Sustainable Supply has been published on
www.imtech.com under www.imtech.com/csr-chain-
responsibility.
HSE policy (Health Safety & Environment)
Safety is always our top priority. We aim to have zero
fatalities and no incidents that harm people or put our
neighbours at risk. We are working to keep our
employees safe by focusing on tackling the cultural issues
that can lead to unsafe behaviour. Our company-wide
initiatives are helping to strengthen our safety culture.
Our goal of zero fatalities captures the belief that we can
operate without fatalities or signifcant incidents despite
the often diffcult conditions in which we operate.
To support this aim, we continue to roll out initiatives to
strengthen our safety culture. This includes improving
the safety leadership skills of staff, sharing best-practices,
rewarding successful performance and enforcing our HSE
principles through a HSE campaign.
More information is included in the Human Resources
section on page 68.
CO
2
reduction
The calculation of our carbon footprint is based on ISO
14064 standards and the Scope 1 and Scope 2
classifcations specifed in The Greenhouse Gas Protocol.
Scope 1 emissions are: all direct emissions from assets
we own, rent or lease. In practice this means all
emissions resulting from our gas consumption and
from the fuel consumption of all our cars and vans;
Scope 2 emissions are: all indirect emissions resulting
from the generation of electricity.
We do not calculate indirect emissions classifed as
Scope 3. This is an optional reporting category and
encompasses all emissions arising from the execution
of a companys activities. The thousands of projects
we carry out at customers premises every year makes
calculating this category of emissions extremely
GreenTech
We want to make a difference with sustainable
technology. Under the motto Technology that Improves
Society we supply technical solutions that help our
customers cope with the challenges of today and
tomorrow. These projects come into the category
GreenTech. Until 2011 we defned GreenTech as projects
that made a sustainable contribution towards the
customers business operations. In 2012 we saw the need
for a more clear-cut defnition so that this portion of our
revenue could be measured more accurately. We now use
GreenTech more specifcally to mean projects that help
reduce the customers environmental impact. In 2012
such projects accounted for around 30% of our total
revenue (2011: around 30%).
GreenTech focuses include:
energy effciency in buildings, data centres, industry,
ships, airports, etc., including interaction with smart
grids;
sustainable energy generation;
increasing the effciency of fossil fuel energy
generation and reducing harmful emissions;
reducing emissions of fne particles by road traffc
through intelligent mobility solutions and traffc
technology;
achieving clean water and preventing water pollution
through sustainable technological infrastructure in
water treatment centres.
Sustainable and conventional technology
A signifcant portion of our services comprises sustainable
technology, yet we do also supply conventional solutions.
This is a considered choice. Although the share of
GreenTech will increase further we have not lost sight
of the importance of a broad portfolio. Offering a broad
services package, and by doing so achieving stable
growth, is in the interest of all our stakeholders. It goes
without saying that we endeavour to implement
conventional technology in the most sustainable way
possible and to discuss alternative options with the
customer.
Supply chain
We operate mainly in well-developed areas where
employment conditions, business ethics and
environmental aspects are often regulated by legislation,
yet we do purchase materials from suppliers who may
have partners in countries in which this may not be the
case. The criteria we consider priorities in the context of
77
complex. A major portion of our emissions that could
be classifed as Scope-3-emissions comes from our
fuel usage. These emissions are included in our cO
2

footprint as Scope-1 emissions.
Our carbon footprint for 2012 was 103 kilotons of cO
2

(2011: 106 kilotons of cO
2
). The reduction is due to the
measures we have implemented, such as greening our
vehicle feet and optimising our IcT infrastructure for
The New Way of Working.
Composition of our 2012 carbon footprint
We have been working on reducing our energy use for
a number of years and, to this end, have also agreed
targets with our stakeholders. One example of this is our
Multi-year energy effciency agreement (MJA3) with the
Dutch government.
Examples of initiatives aimed at reducing energy use
include:
Greening our vehicle feet;
Using fuel-saving petrol or diesel for our vehicle feet
and, whenever possible, green fuel, ethanol or other
Bio fuels;
Greening our own offces;
Purchasing sustainable energy, offce requisites and
printing;
Using alternative meeting methods, such as
tele-conferencing, video-conferencing and The New
Way of Working, to limit travelling within our
organisation;
Developing Offce-WISE
: an application to reduce
energy usage in our own offces;
conducting pilot trials using electrical service vans
within a limited radius, some in partnership with
Mercedes;
compensation through carbon credits, including from
our own energy savings (corporate citizenship)
projects in South Africa.
Corporate Citizenship: solar energy in Peru
We aim to share our know-how, resources and technical
solutions with local communities in the regions where we
operate. Nowhere in the world does the sun shine as
brightly as in the colca Valley in Peru. Despite this there
was only limited use of this energy source and hardly any
technological applications for heating had been
developed. This had direct consequences for the welfare
and quality of life of tens of thousands of people in the
region. In 2012 we installed solar-powered heating and
hot water facilities in a health centre, a childrens day
care centre and nursery schools.
The investment involved amounted to 0.7 million euro.
We worked on this project together with various local
companies, a regional university and the Dutch
SharePeople NGO. We also organised an awareness
programme at local schools. Due to the potential of solar
energy in this high-altitude region we are investigating
the possibility of developing a low-cost (made from local
components) prototype that can be used throughout the
colca Valley on the basis of the solar energy applications
we have achieved.
Coping with dilemmas
Investing in corporate Social Responsibility sometimes
seems to create dilemmas. One of the examples is that as
a stock exchange listed company we have a responsibility
to achieve good fnancial results for our shareholders.
Although this could create friction as far as investments in
sustainable solutions are concerned, we believe new
technologies play an important role because they will
increase the companys value. Shareholders and NGOs,
follow our progress in this feld and watch closely to
make sure we are making well-considered choices.
Another example is our decentralised organisation.
This sometimes makes effective implementation of
central policy complicated.
Most of our contribution on the economic, environmental
and social fronts is made decentrally in our divisions and
countries. The Board of Management inspires, facilitates
and formulates the central policy, but the implementation
takes place at a far lower level within the organisation.
This sometimes causes friction. During the coming year
we will assess our cSR policy and its implementation
decentrally so it can be customised and developed further.
Another dilemma in our efforts to achieve sustainable
business operations is the diversity of the workforce.
The diffculties this involves for a technical concern like
ours is demonstrated by, for example, the low percentage
of women on our payroll (11.5%). Although we expressly
invite women to apply for positions the number of female
technicians available is limited. As far as non-technical
positions are concerned the percentage of female
employees is at benchmark level. We are working to
improve our diversity performance currently 29% of the
participants in our management trainee programme are
women.

78
Communication
Because of our decentralized business model, the various
divisions gear their cSR policy to the local impact and
stakeholders. Ultimately our employees are the deciding
factor, for both our quality and sustainability
performance. Raising awareness through targeted
communication is, therefore, vital. In this context the
following activities were carried out during 2012:
The publication of a cSR Magazine, which included
an appendix containing the entire cSR report and GRI
table;
The publication of cSR council reports in our
magazines;
The organisation of various workshops during which
cSR impact, opportunities and ideas were discussed;
communications via the cSR community and via
social media that enabled employees to exchange
ideas and organise co-operations.
Imtech promotes green talent; an international ideas
competition for green technicians within and outside
our company organised via the social media.
This campaign reached 80,000 people;
The roll-out of the International HSE campaign with
HSE principles in many languages;
The development of an international cSR awareness
campaign Imtech & cSR, what can you do?
This campaign aimed at all employees sheds light on nine
core issues using videos and digital fyers, including a
YouTube HSE channel. External communication is also
high on our agenda. We feel it is our duty to share
sustainable initiatives. Whenever possible we participate
in seminars within and outside our activity sectors and at
universities. We also participate in sustainability
discussions within the technology sector. In Germany, for
example, we organise an annual energy seminar during
which the route to a sustainable future is discussed with
the business world at a high political and managerial (EU)
level. Our cSR Magazine is another component of our
external communication policy because in the magazine
we justify our claims and reveal our best practices.
For more information
The consequences and results of our cSR policy are
included in the on-line version of the Annual Report
www.imtech.com/annualreport2012. This is where
more information about other issues like waste
management, corporate citizenship, sustainability
initiatives, environmental systems, benchmarks and
awards we have received in the social feld can be found.
Accountability based on GRI
One of the dilemmas is whether or not to have the
information assessed by a third party. Although some
topics have, to an extent, been verifed, this is not the
case for all topics. We are striving to expand the
verifcation, but during the coming year will frst assess
our processes internally and, if necessary, improve them.
As optimising readability while meeting the information
needs of our stakeholders is our guiding principle, the
reports do not include items that have not arisen during
the year under review or that are not applicable (such as
sanctions that have not arisen, human rights that have
not been infringed, etc.). This report has been compiled
in consultation with the GRI guidelines. Imtech declares
that the report complies with the GRI application level-c.
The complete GRI table, including explanations where this
is deemed relevant for our target groups, is published on
our website: www.imtech.com/annualreport2012-gri.
80
Royal Imtech N.V. (Imtech) is a large company (under
a mitigated regime in accordance with Article 155 of
Book 2 of the Netherlands civil code). Imtech is managed
by a Board of Management (BoM) under the supervision
of a Supervisory Board (SB) (a so-called two-tier
management structure) and also has a central Works
council (cWc) and a General Meeting of Shareholders
(GMS).
The objectives of corporate Governance are good
business practices (honest and transparent dealings by the
management) and good supervision of (and accountability
for) this management. The Dutch corporate Governance
code (Government Gazette 3 December 2009,
No. 18499, hereafter the code) is applicable to Imtech
and is formulated in principles and best practices, which
Imtech fully endorses.The principles and best practices of
the code have been implemented in regulations, Articles
of Association, charters and other rules and codes and
have been made public via this Annual Report, the Report
of the Remuneration committee 2012 and the website.
Board of Management
The BoM is entrusted with managing Imtech and
represents Imtech. The BoM is responsible for the
achievement of the targets, strategy (with related risk
profle), fnancing, development of the results and
corporate Social Responsibility. The BoM is also
responsible for the internal risk management and control
systems related to business activities and for compliance
with all relevant legislation and regulations. It has
specifed its responsibilities, composition, and working
method within the BoM in Rules governing the BoMs
principles and best practices. The BoM submits all relevant
information to the SB and/or its committees in good time
and is accountable to the SB and the GMS. In accordance
with the Articles of Association certain decisions of the
BoM are subject to the approval of the SB and the GMS.
The BoM notifes the SB and/or its committees,
in writing, of the main lines of the strategic policy,
the general and fnancial risks and the internal risk
management and control systems. The BoM submits
to the SB for approval:
the operational and fnancial targets;
the strategy for achieving these targets;
the parameters to be applied in executing the
strategy, for example in respect of the fnancial ratios,
and
the relevant aspects of corporate Social Responsibility.
The internal risk management and control instruments
applied by Imtech are:
risk analyses of the fnancial and operational targets;
guidelines for the preparation of fnancial reports and
for the procedures to be followed;
a monitoring and reporting system;
business principles and a whistle-blowers regulation.
The BoM determines, with the approval of the SB, which
portion of the proft will be reserved. The remaining proft
is at the disposal of the GMS. The dividend policy is to
distribute 40% of the net result excluding exceptional
items to shareholders and, depending on the choice of
the shareholder, to make this dividend available in either
ordinary shares or cash charged to the reserves. The
company is not allowed to pay cash dividends as long as
it has not reached a leverage ratio of < 2.0 EBITDA.
By virtue of its designation by the GMS, the BoM, with
the approval of the SB, is authorised to issue ordinary
and/or fnancing preference shares and to limit or exclude
the shareholders preferential subscription right (10% of
the issued shares plus an additional 10% relating to an
acquisition). By virtue of its authorisation by the GMS
the BoM is also authorised to purchase Imtech shares.
This designation and/or authorisation is requested from
the GMS for the therein specifed number of shares for
a period of eighteen months. The BoM is authorised
to sell the purchased Imtech shares, with the prior
approval of the SB.
Pursuant to the Articles of Association the BoM may not,
without the prior approval of the SB, participate in the
capital of other companies, or invest in enduring
manufacturing tools and real estate, if that participation
or investment involves an amount of exceeding ten
million euro. A proposal to oblige the BoM to obtain the
prior approval of the SB before accepting projects of a
nature and size to be specifed by the SB is on the agenda
of the AGM of 28 June 2013. Further limitations may
be applicable in accordance with Imtechs authorisation
matrix. Other BoM decisions subject to the approval
of the SB are listed in Article 164 paragraph 1 of Book 2
of the Netherlands civil code. Rules have been
introduced governing the functioning of the coM
(see website: www.imtech.com).
Supervisory Board
The task of the SB is to supervise the management of the
BoM and the general course of business within Imtech.
CORPORATE GOvERNANCE
81
The SB also advises the BoM. The SB members perform
their tasks with the interests of Imtech and its
stakeholders in mind, including the corporate Social
Responsibility aspects relevant for Imtech.
The SB draws up a profle that includes its composition
and size (currently at least fve members) taking into
account the nature of Imtech, its activities and the desired
expertise and background of the SBs members. The SB
strives for a diverse composition including in respect of its
members age and gender. The SB discusses the profle
and every amendment to the profle with the GMS and
with the cWc. The profle can be viewed on the website.
The SB has formed three committees from amongst its
members: an Audit committee, a Remuneration
committee and a Nomination committee and has
specifed the division of tasks and working method
of the SB and its committees in charters. Each committee
has a delegated authority. It advises the SB in respect
of certain parts of its stipulated tasks and prepares
the relevant decision making of the SB. The members
of the Remuneration committee and the Nomination
committee are the same.
The tasks of the Audit committee are the supervision of:
fnancial reporting and procedures;
the policy in respect of tax planning;
corporate fnancing;
the application of information and communication
technology;
the functioning of internal risk management and
control systems;
the internal and external audit process, including
compliance with recommendations and the
following-up of remarks;
the functioning and independence of the external
Auditor; and
supervision of compliance with legislation and
regulations and the functioning of internal guidelines.
In 2013, the Audit committeees charter was changed to
better refect its risk monitoring function.
The tasks of the Nomination committee are:
the selection criteria and nomination procedures in
respect of members of the SB and BoM;
the profle, size and composition of the SB and BoM
and the regular evaluation of the size and
composition of the SB and BoM;
the functioning of the SB and BoM members and
the regular evaluation of this functioning;
(re)appointments of members of the SB and BoM;
and
supervision of the policy in respect of the selection
criteria and appointment procedures for higher
management.
The tasks of the Remuneration committee are the:
BoM remuneration policy, including the:
share scheme for the BoM;
performance criteria and their application;
amount of the fxed and variable salary and the
number of shares to be awarded;
amount of pension rights, redundancy schemes
and other remuneration; and
remuneration report.
The SB appoints an external auditor to audit the fnancial
statements proposed by the BoM, report on these
fnancial statements and issue an independent auditors
report (unless the GMS made such appointment). The
appointment may be withdrawn
at any time by the GMS.
Appointment and Remuneration
The SB specifes the number of members of the BoM.
The members of the BoM are (re)appointed and dismissed
by the GMS. A BoM member is appointed for a period
of four years and may, in principle, be reappointed.
The (re)appointment takes place on the basis of a binding
recommendation by the SB, following the advice of the
Nomination committee. The GMS can reject the binding
recommendation by an absolute majority of the votes
cast, if such majority represents at least one third of the
issued share capital.
The BoM remuneration policy and amendments to this
policy are proposed by the SB, adopted by the GMS
and made available to the cWc for inspection.
The remuneration of individual members of the BoM
(including the awarding of shares) is determined by the SB
within the framework of the remuneration policy and on
the recommendation of the Remuneration committee.
The SBs remuneration report comprises a report of the
manner in which the remuneration policy has been
implemented in the preceding fnancial year and a
summary of the remuneration policy the SB intends
applying in the coming and subsequent years. The
remuneration policy, the share scheme and the annual
82
remuneration report can be viewed on the website.
The main lines of the remuneration policy, as well as the
different salary components that have been specifed for
individual BoM members, are included in the Report of
the SB (see pages 19 and 20).
The SB members are nominated by the SB on the basis
of the profle and appointed by the GMS. The nomination
is announced to the GMS and the cWc. The GMS and
(for one third of the number of members) the cWc may
recommend to the SB persons to be nominated for
membership of the SB. The GMS may reject a nomination
with a qualifed majority of the votes cast if such marjority
represents at least one third of the issued share capital.
An SB member resigns after a term of four years and may,
in principle, be reappointed. An SB member may not
be a member of the SB for longer than twelve years.
The remuneration of SB members is proposed by the SB
and adopted by the GMS.
General Meeting of Shareholders
The powers of the GMS are stipulated in legislation and
Articles of Association and can be summarised as follows:
approval of a major change to the identity or
character of Imtech or its business;
appointment and dismissal of BoM members;
adoption of the BoM remuneration policy;
approval of the BoM share scheme;
appointment of SB members;
motion of no confdence in the SB;
adoption of Imtechs fnancial statements;
approval of the proft appropriation (insofar as this
is at the disposal of the GMS);
approval of the dividend proposal; and
approval of decisions to amend the Articles of
Association or dissolve Imtech.
The following are also discussed with the GMS:
Imtechs Annual Report;
changes to the reserves and dividend policy;
changes to the SB profle;
changes to the corporate Governance structure.
At least one Annual General Meeting (AGM) is
convened each year. Extraordinary General Meetings
(EGM) are convened as often as the SB or BoM deems
necessary. The BoM and SB provide the GMS with all the
information requested, unless this would be seriously
detrimental to Imtechs interests.
A decision to amend the Articles of Association or to
dissolve Imtech may only be taken by the GMS if it is
proposed by the BoM with the approval of the SB.
Shares
Imtechs authorised capital comprises registered shares
divided into ordinary shares, fnancing preference shares
and preference shares. Each share entitles the holder to
cast one vote, with the exception of fnancing preference
shares for which the voting rights shall be based on the
actual value of the capital contribution. Please see page
176 for result appropriation and the dividend proposal.
The subscribed capital consists entirely of ordinary shares
that are fully paid-up and that are traded via the
giro-based securities transfer system. No preference
shares or fnancing preference shares are outstanding.
The shares Imtech holds in its own capital do not count
when calculating an amount to be distributed on shares
or the attendance at a Shareholders Meeting and are
non-voting shares.
Option and share schemes, purchase of shares
Imtech operates a stock option plan whereby key staff
members are granted options on ordinary shares (see
page 129 and following pages). These rights are granted
at the discretion of the BoM, with the approval of the SB
with regard to the total number of shares, the exercise
periods (including the lock-up period) and the exercise
price. The lock-up period lapses in the case of a change of
control in Imtech. There is also a BoM share scheme (see
page 132 and 133). Each year the SB determines, on the
recommendation of the Remuneration committee and in
accordance with the remuneration policy, the shares to
be awarded to each member of the BoM conditionally
upon achievement of long term targets, such number of
shares unconditionally vesting. To hedge the obligations
arising from options granted (fully) and shares awarded
conditionally (at target) Imtech purchases shares.
Amendment of the BoM remuneration policy is on the
agenda of the AGM of 28 June 2013. Imtech also
envisages replacing the stock options plan for key staff
with the share scheme.
Rules regarding inside information
Within Imtech rules regarding the reporting and
regulation of transactions in Imtech securities (and
possibly other so designated securities) are applicable for
the SB, BoM, Executive council and other designated
persons (including corporate staff, the management of
83
the large operating companies and a number of
permanent consultants).
Stichting Imtech
Imtech has granted Stichting Imtech (the Stichting) an
option on preference shares in its share capital (currently
up to a maximum of 180 million), with the proviso that
it may only take preference shares up to a total number
equal to the total number of all ordinary shares and
fnancing preference shares outstanding at the time the
option right is exercised. Imtech has also notifed the
Stichting that it is willing, in principle and by agreement,
to grant the Stichting the right to instigate an enquiry,
as understood in Article 345 of Book 2 of the Netherlands
civil code, when the occasion arises should this, in the
opinion of both parties, be desirable or imperative
in the context of the Stichtings objectives.
The Stichting is a separate foundation that functions
independently of Imtech. The Stichtings objectives are to
act in the interests of Imtech in such a manner that these
interests are secured as far as possible and to avert as far
as possible infuences contrary to such interests that could
impair Imtechs continuity or independence. The option
can be exercised if, at the exclusive discretion of the
Stichting: (i) the independence or continuity of Imtech is
threatened; or (ii) an (impending) action by one or more
people is (or could be) contrary to the interests of Imtech,
including its (other) shareholders, employees and/or other
stakeholders. In such instances the option of taking
preference shares may be utilised. At the discretion of
the Stichting such instances do not necessarily have to be
limited to a hostile takeover. Imtech will not endeavour to
use the preference shares to expand its fnancing sources.
If it has taken up its full option the Stichting may cast a
maximum of 50% of the votes in a shareholders
meeting, assuming the total issued share capital is
represented. The Stichting must deposit 25% of the
nominal amount on subscription of preference shares for
which it has a credit facility at its disposal. In addition,
within two years of the shares being subscribed a
proposal to withdraw the preference shares must be put
before the GMS.
In accordance with Article 24.3 of Imtechs Articles of
Association the Stichting, as the holder of preference
shares, is entitled to a primary dividend to enable it to pay
its interest obligations to the bank. If and to the extent
that the proft is insuffcient to pay out this primary
dividend the shortfall can be paid out of the reserves and/
or future proft (see also page 176).
Amendment of the authorized share capital while
maintaining the stake of preference shares in Imtechs
total share capital is on the agenda of the AGM of
28 June 2013. In the year under review no preference
shares were outstanding with the Stichting. The
Stichtings Board comprises Messrs. J.H. Holsboer
(chairman), M.P. Nieuwe Weme and D.D.P. Bosscher.
Accountability Code
In 2012, Imtech applied the principles and best practices of
the code with the exception of the following deviations:
(i) employment agreements with former BoM members
were concluded before the introduction of the code
and are on certain aspects non-compliant with the
code. The agreements for services of the current BoM
members are in compliance with the code and, inter
alia, contain clauses on claw back and public offering
circumstances.
(ii) although in the notes to Imtechs fnancial statements
over 2011 all relevant information is provided,
the Report of the Remuneration committee 2011
(published in 2012) does not provide itself all
information specifed by clauses II.2, II.2.12 and
II.2.13 of the code. Meanwhile, the Report of the
Remuneration committee 2012 (recently published)
contains such information and thus is made in
compliance with the code.
(iii) The SB will be composed in such manner that
the combination of experience, expertise and
independence of its members satisfes the
requirements laid down in its profle and Is supportive
to the SB to properly and effectively carry out its
duties vis--vis Imtech and its stakeholders. Although
the SB strives for a diverse composition in terms
of amongst others gender and age in achieving a
desired balance in its composition, the profle of the
SB may deviate in this respect from clause III.3.1.
The required expertise and experience, as well as the
availability of the right candidates, are decisive when
proposing candidates for (re)appointment. Therefore
although Imtech pays close attention to gender
diversity in the profles of new BoM and SB members
in accordance with article 2:166 section 2 of the
Netherlands civil code, Imtech does not strictly
follow the recommendation for an explicit target
on gender diversity and has not yet formulated
concrete targets in this respect.
84
The change of control stipulations in major contracts
(page 82 Option and share schemes, purchase of
shares, page 27 and 28 Agreement with major
fnanciers and page 63 Operating risks);
Transactions with related parties (page 162 and 163
Related parties).
Management declarations
These fnancial statements give a true and fair view
of the assets, liabilities, fnancial position and proft or loss
of Royal Imtech N.V. and the companies included in the
consolidation.
The annual report gives a true and fair picture of the
situation on the balance sheet date and the business
development during the fnancial year of Royal Imtech
N.V. and the associated companies for which the fnancial
information is recognised in its fnancial statements.
The important risks with which Royal Imtech N.V. is
confronted are described in the annual report.
Gouda, 18 June 2013
Board of Management
Except for (iii) above, Imtech currently applies all the
principles and best practices of the code.
Corporate Governance declaration
This declaration is included pursuant to Article 2a of
the Decree regarding further stipulations for the content
of annual reports dated 1 January 2010 (the Decree).
For the statements in this declaration as understood in
Articles 3, 3a and 3b of the Decree please see the relevant
sections of this annual report. The following should
be understood to be inserts to and repetitions of these
statements:
The shareholders equity structure of Imtech (pages
146 and 176);
compliance with the provisions and best practice
principles of the code (page 83 Accountability
code);
The most important characteristics of the
management and control systems in connection
with Imtechs fnancial reporting process (page 65
Internal control);
The functioning of the General Meeting of
Shareholders and its primary authorities and the
rights of shareholders and how they can be exercised
(page 82 General Meeting of Shareholders);
The composition and functioning of the Board of
Management (starting on page 18 composition
Board of Management, functioning and salary
components, and remuneration policy, as well as
page 23 Function summary Supervisory Board and
Board of Management);
The composition and functioning of the Supervisory
Board and its committees (page 20 Supervisory
Board composition, profle, and functioning, as well
as page 22 Function summary Supervisory Board and
Board of Management);
The regulations regarding the appointment and
replacement of members of the Board of
Management and Supervisory Board (page 81
Appointment and Remuneration);
The regulations related to amendment of Imtechs
Articles of Association (page 82 General Meeting of
Shareholders, last paragraph);
The authorisations of the members of the Board of
Management or the Supervisory Board in respect of
the possibility to issue or purchase shares (page 80
Board of Management, penultimate paragraph);
85
FINANCIAl GlOSSARY
Adjusted earnings per share
Net result before amortisation and impairment on
intangible assets divided by the weighted average number
of ordinary shares outstanding during the period.
Adjusted net result
Net result before amortisation and impairment on
intangibles.
Basic earnings per share
Net result divided by the weighted average number of
ordinary shares outstanding during the period.
Capital employed
Non current assets plus working capital plus assets held
for sale.
Capital expenditure (Capex)
Sum of expenditure on property, plant, and equipment,
and other intangible assets (e.g. software and
technology). Part of cash fow from investing activities.
Cash conversion
Operational cash fow divided by operational EBITA.
Diluted earnings per share
Net result divided by the weighted average number of
ordinary shares outstanding during the period, diluted.
The dilutive potential ordinary shares arise from
share-based payment arrangements.
EBIT
See operating result.
EBITA
EBITA is calculated as operating result plus amortisation
and impairment on intangible assets.
EBITDA
EBITDA is calculated as EBITA plus depreciation on
property, plant and equipment.
EBITDA margin
calculated as EBITDA as percentage of total revenue.
EBITDA growth
Growth of EBITDA over a period with respect to the
previous comparable period (including the impact
of organic growth, acquisitions and divestments of
operations, discontinued operations, and where
applicable currency effects).
Interest coverage
calculated as the ratio between EBIT and net interest
result (including net change in fair value of cash fow
hedges tranferred from equity). For 2012 and 2013 it has
been agreed in the loan documentation that the interest
coverage is based on operational EBIT instead of EBIT.
Leverage ratio
Net interest-bearing debt divided by EBITDA. For 2012
and 2013 it has been agreed in the loan documentation
that the leverage ratio is based on operational EBITDA
instead of EBITDA.
Net interest-bearing debt
Sum of loans, borrowings and bank overdrafts minus
derivatives at fair value, contingent considerations
(deferred acquisition payments) and cash and cash
equivalents, adjusted for restricted cash.
Net interest result
Interest received or receivable from third parties
(interest income) less interest paid or due to third parties
(interest expense).
Net result
Result for the period attributable to the holders of
ordinary shares of Royal Imtech N.V.
Non-operational items
Non-operational items relate to expenses arising that
given their size or nature, are clearly distinct from
the ordinary activities of Imtech and are excluded from
the comparable fgures, such as restructuring costs,
acquisition expenses and results from divestments
of operations.
Operating result
Result from operating activities.
86
Operational cash fow
Operational EBITDA plus or minus organic movements
in working capital minus capex and plus or minus
changes of operational provisions and accruals.
Operational EBIT
EBIT adjusted for non-operational items in EBIT.
Operational EBITA
EBITA adjusted for non-operational items in EBITA.
Operational EBITDA
EBITDA adjusted for non-operational items in EBITDA.
Operational EBITDA margin
calculated as adjusted EBITDA as percentage of total
revenue.
Operational working capital
Working capital excluding non-operational provisions
and accruals.
Restricted cash
Restricted cash means the amount of cash and cash
equivalent that:
a) in terms of timing or costs cannot be easily exported
due to exchange, fscal or legal restrictions;
b) is blocked for guarantee facilities;
c) is held on accounts for fscal retentions; and
d) is held by a joint-venture.
Solvency
Total equity as percentage of the balance sheet total
(total non-current assets plus total current assets).
Working capital
current assets excluding cash and cash equivalents
and assets held for sale less current liabilities excluding
bank overdrafts, loans and borrowings and liabilities held
for sale.
FI NANCI Al STATEMENTS
88
Consolidated profit and loss aCCount
In millions of euro
2012 2011
1
Revenue 5,414.3 5,048.5
Other income 18.6 16.3
6, 8 Total revenue and other income 5,432.9 5,064.8
Raw and auxiliary materials and trade goods 1,869.9 1,690.3
Work by third parties and other external expenses 1,316.1 1,209.6
9 Personnel expenses 1,705.5 1,525.4
14 Depreciation of property, plant and equipment 39.9 35.3
15 Amortisation of intangible assets 43.6 29.0
14, 15 Impairment property, plant and equipment and intangible assets 23.3 -
10 Other expenses 593.1 382.4
Total operating expenses 5,591.4 4,872.0
Result from operating activities (158.5) 192.8
Finance income 18.2 14.8
Finance expenses (84.1) (66.8)
11 Net fnance result (65.9) (52.0)
16
Share in results of associates, joint ventures and other investments
(net of tax) 2.9 -
Result before income tax (221.5) 140.8
12 Income tax expense (4.8) (41.3)
Result for the year (226.3) 99.5
Attributable to:
Shareholders of Royal Imtech N.V. (net result) (233.0) 95.8
Non-controlling interests 6.7 3.7
24 Basic earnings per share (euro) (2.64) 1.09
24 Diluted earnings per share (euro) (2.64) 1.08
1
Restated in accordance with IAS 8, see note 3.
89
Consolidated statement of Comprehensive inCome
In millions of euro
2012 2011
1
Other comprehensive income
Foreign currency translation differences foreign operations 17.1 0.5
Foreign currency translation differences non-controlling interests (0.2) -
Net result on hedge of net investment in foreign operations (8.3) 0.4
Effective portion of changes in the fair value of cash fow hedges (7.0) (8.4)
Net change in fair value of cash fow hedges reclassifed to proft or loss 5.2 11.0
Income tax on other comprehensive income (2.9) 2.6
Other comprehensive income for the year, net of tax 3.9 6.1
Total comprehensive income for the year (222.4) 105.6
Attributable to:
Shareholders of Royal Imtech N.V. (228.9) 101.9
Non-controlling interests 6.5 3.7
Total comprehensive income for the year (222.4) 105.6
1
90
Consolidated balanCe sheet
In millions of euro
31 December 2012 31 December 2011
1
1 January 2011
1
Assets
14 Property, plant and equipment 170.8 192.4 154.4
15 Goodwill 1,081.6 998.0 821.4
15 Other intangible assets 218.1 189.5 168.0
16 Investments in associated companies and joint
ventures 3.7 2.0 2.1
17 Non-current receivables and other investments 28.8 24.8 20.9
18 Deferred tax assets 34.0 11.8 8.3
Total non-current assets 1,537.0 1,418.5 1,175.1
19 Inventories 80.0 75.5 82.6
20 Due from customers 572.8 604.1 569.4
21 Trade and other receivables 1,322.6 1,272.3 1,036.4
13 Income tax receivables 13.3 5.4 11.7
22 Cash and cash equivalents 385.1 425.8 303.0
2,373.8 2,383.1 2,003.1
14 Assets held for sale 27.6 - -
Total current assets 2,401.4 2,383.1 2,003.1
Total assets 3,938.4 3,801.6 3,178.2
1
91
In millions of euro
1
1 January 2011
1
Equity
Share capital 75.2 74.2 73.3
Share premium reserve 208.6 209.6 210.6
Other reserves 496.1 437.2 333.4
Unappropriated result (233.0) 95.8 140.4
23 Equity attributable to shareholders of
Royal Imtech N.V. 546.9 816.8 757.7
Non-controlling interests 9.7 6.3 3.5
Total equity 556.6 823.1 761.2
Liabilities
25 Loans and borrowings 42.7 680.3 539.0
26 Employee benefts 164.5 169.1 166.1
27 Provisions 13.0 8.1 3.5
18 Deferred tax liabilities 76.1 69.0 48.6
Total non-current liabilities 296.3 926.5 757.2
22 Bank overdrafts 314.3 214.3 195.2
25 Loans and borrowings 825.9 110.1 9.6
20 Due to customers 308.0 297.8 281.9
28 Trade and other payables 1,543.7 1,388.2 1,125.5
13 Income tax payables 30.8 33.5 37.1
27 Provisions 37.7 8.1 10.5
3,060.4 2,052.0 1,659.8
14 Liabilities held for sale 25.1 - -
Total current liabilities 3,085.5 2,052.0 1,659.8
Total liabilities 3,381.8 2,978.5 2,417.0
Total equity and liabilities 3,938.4 3,801.6 3,178.2
1
92
Attributable to shareholders of Royal Imtech N.V.

Share
capital
Share
premium
reserve
Trans-
lation
reserve

Hedging
reserve
Reserve
for own
shares
Retained
earnings
Unappro-
priated
result

Total
Non-con-
trolling
interests

Total
equity
As at 31 December 2010 73.3 210.6 0.5 (13.8) (69.0) 470.4 140.4 812.4 3.5 815.9
Adjustments in accordance
with IAS 8 - - - - - (54.7) - (54.7) - (54.7)
As at 1 January 2011
1
73.3 210.6 0.5 (13.8) (69.0) 415.7 140.4 757.7 3.5 761.2
Total comprehensive
income for the year
Appropriation of proft - - - - - 114.4 (114.4) - - -
Proft for the year - - - - - - 95.8 95.8 3.7 99.5
Other movements - - (2.9) 2.9 - - - - - -
Total other
comprehensive income - - 0.8 5.3 - - - 6.1 - 6.1
Total comprehensive
income for the year - - (2.1) 8.2 - 114.4 (18.6) 101.9 3.7 105.6
Transactions with
owners of the Company,
recognised directly in
equity
Contributions by and
distributions to owners
of the Company
Dividends to shareholders 0.9 (1.0) - - - - (26.0) (26.1) (1.1) (27.2)
Repurchase of own shares - - - - (28.3) - - (28.3) - (28.3)
Share options exercised - - - - 7.3 - - 7.3 - 7.3
Share-based payments - - - - 1.2 3.1 - 4.3 - 4.3
Total contributions by and
distributions to owners of
the Company 0.9 (1.0) - - (19.8) 3.1 (26.0) (42.8) (1.1) (43.9)
Changes in ownership
interests in subsidiaries
Acquisition of
non-controlling interests
without change in control - - - - - - - - 0.2 0.2
As at 31 December 2011
1
74.2 209.6 (1.6) (5.6) (88.8) 533.2 95.8 816.8 6.3 823.1
1
Consolidated statement of Changes in equity
In millions of euro
93
Attributable to shareholders of Royal Imtech N.V.

Share
capital
Share
premium
reserve
Trans-
lation
reserve

Hedging
reserve
Reserve
for own
shares

Retained
earnings
Unappro-
priated
result

Total
Non-con-
trolling
interests

Total
equity
As at 1 January 2012
1
74.2 209.6 (1.6) (5.6) (88.8) 533.2 95.8 816.8 6.3 823.1
Total comprehensive
income for the year
Appropriation of result - - - - - 64.1 (64.1) - - -
Result for the year - - - - - - (233.0) (233.0) 6.7 (226.3)
Total other
comprehensive income - - 8.9 (4.8) - - - 4.1 (0.2) 3.9
Total comprehensive
income for the year - - 8.9 (4.8) - 64.1 (297.1) (228.9) 6.5 (222.4)
Transactions with
owners of the Company,
recognised directly in
equity
Contributions by and
distributions to owners
of the Company
Dividends to shareholders 1.0 (1.0) - - - - (31.7) (31.7) (2.5) (34.2)
Repurchase of own shares - - - - (24.7) - - (24.7) - (24.7)
Share options exercised - - - - 10.5 - - 10.5 - 10.5
Share-based payments - - - - 1.9 3.9 - 5.8 - 5.8
Total contributions by and
distributions to owners of
the Company 1.0 (1.0) - - (12.3) 3.9 (31.7) (40.1) (2.5) (42.6)
Changes in ownership
interests in subsidiaries
Acquisition of
non-controlling interests
without change in control - - - - - (0.9) - (0.9) (0.6) (1.5)
As at 31 December 2012 75.2 208.6 7.3 (10.4) (101.1) 600.3 (233.0) 546.9 9.7 556.6
1
Consolidated statement of Changes in equity (CONTINUED)
In millions of euro
94
Consolidated statement of Cash flows
In millions of euro
2012 2011
1
Cash fow from operating activities
Adjustments for:
14 Depreciation of property, plant and equipment 39.9 35.3
14, 15 Amortisation and impairment of property, plant and equipment
and intangible assets 66.9 29.0
11 Net fnance result 65.9 52.0
16 Share in results of associates, joint ventures and other investments (2.9) -
8 Result on disposal of non-current assets (12.2) 0.6
Result on sale of subsidiaries - (7.9)
Remeasurement of previously held equity interests - (6.1)
9 Share-based payments 5.8 4.3
12 Income tax expense 4.8 41.3
Operating cash fow before changes in working capital
and provisions (58.1) 248.0
Change in inventories 0.4 1.4
Change in amounts due from/to customers 36.0 (0.2)
Change in trade and other receivables 2.3 (169.0)
Change in trade and other payables 113.9 142.4
Change in provisions and employee benefts 22.0 (16.2)
174.6 (41.6)
Cash fow from operating activities 116.5 206.4
Interest paid (64.8) (45.3)
Income tax paid (43.4) (20.2)
Net cash fow from operating activities 8.3 140.9
Cash fow from investing activities
Proceeds from the sale of property, plant and equipment and other
non-current assets 29.5 3.7
Interest received 4.7 2.2
Dividends received 1.8 1.6
Proceeds from the sale of subsidiaries, net of cash disposed of - 32.3
7 Acquisition of subsidiaries, net of cash acquired (104.2) (164.5)
Acquisition of property, plant and equipment (56.8) (68.1)
15 Acquisition of intangible assets (23.2) (22.5)
Acquisition of associated companies and joint ventures 0.5 (2.4)
Payments related to settlement of derivatives (6.4) (5.5)
Issue less repayment of non-current receivables (2.3) 1.6
Net cash fow from investing activities (156.4) (221.6)
1
95
Consolidated statement of Cash flows (CONTINUED)
In millions of euro
2012 2011
1
Cash fow from fnancing activities
23 Proceeds from the exercise of share options 10.5 7.3
Proceeds from loans and borrowings 212.7 444.7
23 Repurchase of own shares (24.7) (28.3)
Acquisition of non-controlling interests (1.5) -
Repayment of loans and borrowings (153.1) (213.3)
Payments of fnance lease liabilities (1.9) (0.4)
23 Dividend paid (34.2) (27.2)
Net cash fow from fnancing activities 7.8 182.8

Net decrease/increase of cash, cash equivalents and bank overdrafts (140.3) 102.1
Cash, cash equivalents and bank overdrafts on 1 January 211.5 107.8
Effect of exchange rate differences on cash, cash equivalents and bank
overdrafts (0.4) 1.6
Cash, cash equivalents and bank overdrafts on 31 December 70.8 211.5
1
96
1 General
Royal Imtech N.V. (the Company) is a company listed at the Dutch stock exchange (AEX), with its headquarters in
Gouda, the Netherlands. The Company has its corporate seat in Rotterdam.
The Companys consolidated fnancial statements for the fnancial year 2012 include the accounts of Royal Imtech N.V.
and its subsidiary companies (together referred to as the Group). A list of group companies and other investments
compiled in accordance with Article 379, Book 2 of the Netherlands Civil Code has been fled at the Commercial Registry
Offce in Rotterdam.
The operating activities of the Group are reported in the segments Benelux, Germany & Eastern Europe, UK & Ireland,
ICT and Other. The segment Other includes the Groups operations in Traffc, Marine, Spain and Turkey.
The fnancial statements were authorised for issue by the Board of Management on 18 June 2013.
2 Effect of certain signifcant events
The fnancial statements 2012 include the fnancial effects of several signifcant events. These fnancial effects relate to
the fnancial year 2012 itself and, to a lesser extent, to prior years. Below we have highlighted a number of signifcant
events in 2012.
Irregularities
In February 2013 irregularities have been identifed in Germany and Poland. Investigations revealed that the results in
2012 and in previous years were overstated, to the extent that prior years have been affected, the comparative fgures
have been restated. Reference is made to note 3.
The investigations revealed misappropriation of assets including payments to vendors without apparent underlying
business rationale, payments to third parties and issuing bank guarantees for debt of these third parties. In 2012 an
amount of approximately 65 million euro was expensed in this respect.
The Adventure World Warsaw (AWW) projects were written-off in 2012 for a total amount of approximately
50 million euro in 2012.
Substantial impairments have been made to the trade receivables of Imtech Germany and Imtech Poland since the
detection of the irregularities. These impairments amount to approximately 75 million euro.
notes to the Consolidated finanCial statements
In millions of euro unless indicated otherwise
97
Going concern
In light of the above and the resulting non-compliance with loan covenants, the Group has assessed its view on the
going concern assumption for the purpose of the preparation of the fnancial statements 2012. Reference is made to
note 4 for further details.
Restructuring 2012
In October 2012 the Group announced restructurings in some of it businesses. In the Benelux and Spain business
performance had been structurally below target and the Marine division had been experiencing underperformance
as well.
The restructuring, for which expenses of approximately 50 million euro are included in the proft and loss account,
involved the release of approximately 900 staff. Restructuring expenses mainly consist of severance payments to staff
and to a lesser extent also cost of idle time. The restructuring has been executed from October 2012 to April 2013,
with a signifcant amount of the severance payments actually paid out in 2013. Reference is made to note 9.
Goodwill impairment Spain
In October 2012 the Group announced an impairment of 20 million euro relating to the goodwill of the Spanish division,
resulting from a structural change of view on the Spanish medium and longer term market developments. In the Groups
view, the Spanish divisions activities will be at lower volumes and with lower proftability. In relation to this it was decided
to restructure the division. Reference is made to note 15.
3 Adjustments IAS 8
General
Prior period errors have been identifed in the divisions Germany & Eastern Europe, Benelux and Spain. These prior period
errors are highlighted below. The prior period errors have been corrected in the fnancial statements 2012, in accordance
with IAS 8:
The comparative fgures 2011 have been restated for errors regarding 2011;
Errors from periods before 2011 have been adjusted in the opening balance sheet 2011.
The restatement of the comparative fgures 2011 was included in the following statements: the consolidated and
company proft and loss account, the consolidated statement of comprehensive income, the consolidated and company
balance sheet, the consolidated statement of changes in equity and the consolidated statement of cash fows.
Furthermore the relevant notes to the consolidated and company fnancial statements have been restated.
Germany & Eastern Europe
In Germany & Eastern Europe adjustments have been included in the 2012 fnancial reporting due to the detection of the
irregularities. Some of these adjustment relate to prior years (prior period errors).
The prior period errors related to the Germany & Eastern Europe division stem from accounting irregularities. These
accounting irregularities resulted in an overstatement of past results, net assets by overstating receivables, work-in-
progress (due to and due from customers) and revenue, and understating certain costs and payables. The reversal of the
respective incorrect amounts results in a negative effect in the proft and loss account 2011 of 53.5 million euro before
tax and 41.5 million euro after tax and a correction of work-in-progress (due to and due from customers), receivables and
payables in the balance sheets as at 1 January 2011 and 31 December 2011. With respect to the restatements, a tax
credit is recognised only for the German losses since it is not expected that the Polish losses can be offset against taxable
profts in the near future.
98
In addition, the cash in Poland was overstated at 31 December 2011. Following the investigations performed in 2013,
documents came to surface from which it transpired that bank balances of 58 million euro were pledged and blocked,
such that they did not qualify as cash. This negatively impacted the cash and cash equivalents at 31 December 2011,
with a corresponding increase of work in progress.
In determining whether the adjustments referred to above were a prior period error or a change in an accounting
estimate, the available information has been taken into account. Adjustments only qualifed as prior period errors when
an objective determination whether the adjustment was a prior period error could be made. When this was not the case,
the adjustment was accounted for as a change in estimate in 2012.
Benelux
The division Benelux has invoiced the division Germany & Eastern Europe and incorrectly recognised profts in relation to
these invoices. These profts have been reversed, thereby decreasing the results in the Benelux. The reversals amount to
10 million euro for 2012 (frst half-year 2012: 5 million euro), 7 million euro for 2011 and 14 million euro for prior years
(all amounts before tax). The latter has been adjusted in the opening balance sheet 2011.
Spain
In Spain (included in the segment other) irregularities have been identifed in one of the divisions business units, where
management had overstated the 2011 results by overstating receivables and understating payables. The misstatement,
for a total of 5 million euro result before tax, has been adjusted in the proft and loss account 2011, without taking into
account a tax credit due to insuffcient possibilities of offsetting against taxable profts in the near future.
Proft and loss account 2011
Summarised, the restatements in the proft and loss account 2011 are as follows:
Germany &
Poland

Benelux

Other

Total
Total revenue (38.1) (7.0) (3.9) (49.0)
Total operating expenses 15.4 - 2.2 17.6
Result from operating activities (53.5) (7.0) (6.1) (66.6)
Income tax credit 12.0 - - 12.0
Result for the year (41.5) (7.0) (6.1) (54.6)
The adjustment of the result from operating activities fully relates to EBITDA. The effect of the adjustment on the Groups
reported EBITDA margin 2011 is 1.2% negative.
The adjustment of the (net) result of the year is fully attributable to shareholders of Royal Imtech N.V. As a result
of the restatements, the basic earnings per share for the 2011 fnancial year declined from 1.72 euro to 1.09 euro and
the diluted earnings per share for the 2011 fnancial year declined from 1.70 euro to 1.08 euro.
99
The restatements in the opening balance sheet 2011 mainly relate to the irregularities in Germany and Poland for
39 million euro (49 million euro less tax effect of 9.7 million euro) and the reversal of Benelux revenue regarding
intercompany transactions with Germany and Poland (14 million euro). The total opening balance sheet restatement
of 54.7 million euro has been included in retained earnings in the consolidated statement of changes in equity since
no allocation between 2010 and prior years is available.
Further analysis of cash pooling agreements resulted in a different view on the netting of cash positions and bank
overdrafts. As a consequence, restatements have been made in the balance sheets as per 1 January 2011 and 31
December 2011. The restatements result in an increase of cash and cash equivalents, with a corresponding increase
of bank overdrafts. The adjustment amounts to 193 million euro as per 1 January 2011 and 206 million euro as per
31 December 2011. The net debt, which is relevant for the Groups covenants, is not affected by this adjustment.
The adjustments have a net effect on working capital as per 31 December 2011 of 51 million euro, resulting in
a decrease of the Groups KPI working capital as percentage of revenue with 1.0%.
On the following pages the adjustments on the consolidated balance sheets, consolidated proft and loss account,
consolidated statement of comprehensive income and consolidated statement of cash fows are shown for each
line item.
100
adjustment of the opening Consolidated balanCe sheet
as at 1 january 2011
In millions of euro
31 December 2010
(as reported)

Adjustments IAS 8
1 January 2011
(restated)
Assets
Property, plant and equipment 154.4 - 154.4
Goodwill 821.4 - 821.4
Other intangible assets 168.0 - 168.0
Investments in associated companies and joint
ventures 2.1 - 2.1
Non-current receivables and other investments 20.9 - 20.9
Deferred tax assets 8.3 - 8.3
Total non-current assets 1,175.1 - 1,175.1
Inventories 82.6 - 82.6
Due from customers 607.4 (38.0) 569.4
Trade and other receivables 1,059.4 (23.0) 1,036.4
Income tax receivables 11.7 - 11.7
Cash and cash equivalents 110.0 193.0 303.0
Total current assets 1,871.1 132.0 2,003.1
Total assets 3,046.2 132.0 3,178.2
Equity
Share capital 73.3 - 73.3
Share premium reserve 210.6 - 210.6
Other reserves 388.1 (54.7) 333.4
Unappropriated proft 140.4 - 140.4
Equity attributable to shareholders of Royal
Imtech N.V. 812.4 (54.7) 757.7
Non-controlling interests 3.5 - 3.5
Total equity 815.9 (54.7) 761.2
Liabilities
Loans and borrowings 539.0 - 539.0
Employee benefts 166.1 - 166.1
Provisions 3.5 - 3.5
Deferred tax liabilities 48.6 - 48.6
Total non-current liabilities 757.2 - 757.2
Bank overdrafts 2.2 193.0 195.2
Due to customers 281.9 - 281.9
Trade and other payables 1,122.1 3.4 1,125.5
Income tax payables 46.8 (9.7) 37.1
Total current liabilities 1,473.1 186.7 1,659.8
Total liabilities 2,230.3 186.7 2,417.0
Total equity and liabilities 3,046.2 132.0 3,178.2
101
adjustment of the Consolidated balanCe sheet
as at 31 deCember 2011
In millions of euro
31 December 2011
(as reported)

Adjustments IAS 8
31 December 2011
(restated)
Assets
Property, plant and equipment 192.4 - 192.4
Goodwill 998.0 - 998.0
Other intangible assets 189.5 - 189.5
Investments in associated companies and joint
ventures 2.0 - 2.0
Non-current receivables and other investments 24.8 - 24.8
Deferred tax assets 11.8 - 11.8
Total non-current assets 1,418.5 - 1,418.5
Inventories 75.5 - 75.5
Due from customers 629.5 (25.4) 604.1
Trade and other receivables 1,311.5 (39.2) 1,272.3
Income tax receivables 5.4 - 5.4
Cash and cash equivalents 278.1 147.7 425.8
Total current assets 2,300.0 83.1 2,383.1
Total assets 3,718.5 83.1 3,801.6
Equity
Share capital 74.2 - 74.2
Share premium reserve 209.6 - 209.6
Other reserves 491.9 (54.7) 437.2
Unappropriated proft 150.4 (54.6) 95.8
Equity attributable to shareholders of Royal
Imtech N.V. 926.1 (109.3) 816.8
Total equity 932.4 (109.3) 823.1
Liabilities
Employee benefts 169.1 - 169.1
Deferred tax liabilities 69.0 - 69.0
Total non-current liabilities 926.5 - 926.5
Bank overdrafts 8.3 206.0 214.3
Due to customers 296.1 1.7 297.8
Trade and other payables 1,381.8 6.4 1,388.2
Income tax payables 55.2 (21.7) 33.5
Total current liabilities 1,859.6 192.4 2,052.0
Total liabilities 2,786.1 192.4 2,978.5
Total equity and liabilities 3,718.5 83.1 3,801.6
102
adjustment of the Consolidated profit and loss aCCount
for the year 2011
In millions of euro
2011
(as reported)

Adjustments IAS 8
2011
(restated)
Revenue 5,099.3 (50.8) 5,048.5
Other income 14.5 1.8 16.3
Total revenue and other income 5,113.8 (49.0) 5,064.8
Raw and auxiliary materials and trade goods 1,690.3 - 1,690.3
Work by third parties and other external expenses 1,200.1 9.5 1,209.6
Personnel expenses 1,520.9 4.5 1,525.4
Depreciation of property, plant and equipment 35.3 - 35.3
Amortisation of intangible assets 29.0 - 29.0
Impairment of intangible assets - - -
Other expenses 378.8 3.6 382.4
Total operating expenses 4,854.4 17.6 4,872.0
Result from operating activities 259.4 (66.6) 192.8
Finance income 14.8 - 14.8
Finance expenses (66.8) - (66.8)
Net fnance result (52.0) - (52.0)
Result before income tax 207.4 (66.6) 140.8
Income tax expense (53.3) 12.0 (41.3)
Result for the year 154.1 (54.6) 99.5
Attributable to:
Shareholders of Royal Imtech N.V. (net result) 150.4 (54.6) 95.8
Basic earnings per share (euro) 1.72 (0.63) 1.09
Diluted earnings per share (euro) 1.70 (0.62) 1.08
103
adjustment of the Consolidated statement of Comprehensive
inCome for the year 2011
In millions of euro
2011
(as reported)

Adjustments IAS 8
2011
(restated)
Other comprehensive income
Foreign currency translation differences
foreign operations 0.5 - 0.5
Net result on hedge of net investment in
foreign operations 0.4 - 0.4
Effective portion of changes in the fair value
of cash fow hedges (8.4) - (8.4)
Net change in fair value of cash fow hedges
reclassifed to proft or loss 11.0 - 11.0
Income tax on other comprehensive income 2.6 - 2.6
Other comprehensive income for the year,
net of tax 6.1 - 6.1
Total comprehensive income for the year 160.2 (54.6) 105.6
Attributable to:
Shareholders of Royal Imtech N.V. 156.5 (54.6) 101.9
Total comprehensive income for the year 160.2 (54.6) 105.6
104
adjustment to the Consolidated statement of Cash flows
for the year 2011
In millions of euro
2011
(as reported)

Adjustments IAS 8
2011
(restated)
Cash fow from operating activities
Adjustments for:
Depreciation of property, plant and equipment 35.3 - 35.3
Amortisation and impairment of intangible assets 29.0 - 29.0
Net fnance result 52.0 - 52.0
Result on disposal of non-current assets 0.6 - 0.6
Result on sale of subsidiaries (7.9) - (7.9)
Remeasurement of previously held equity interests (6.1) - (6.1)
Share-based payments 4.3 - 4.3
Income tax expense 53.3 (12.0) 41.3
Operating cash fow before changes in
working capital and provisions 314.6 (66.6) 248.0
Change in inventories 1.4 - 1.4
Change in amounts due from/to customers 10.6 (10.8) (0.2)
Change in trade and other receivables (185.2) 16.2 (169.0)
Change in trade and other payables 139.4 3.0 142.4
Change in provisions and employee benefts (16.2) - (16.2)
(50.0) 8.4 (41.6)
Cash fow from operating activities 264.6 (58.2) 206.4
Interest paid (45.3) - (45.3)
Income tax paid (20.2) - (20.2)
Net cash fow from operating activities 199.1 (58.2) 140.9
Cash fow from investing activities
Proceeds from the sale of property, plant and
equipment and other non-current assets 3.7 - 3.7
Interest received 2.2 - 2.2
Dividends received 1.6 - 1.6
Proceeds from the sale of subsidiaries, net of
cash disposed of 32.3 - 32.3
Acquisition of subsidiaries, net of cash acquired (164.5) - (164.5)
Acquisition of property, plant and equipment (68.1) - (68.1)
Acquisition of intangible assets (22.5) - (22.5)
Acquisition of associated companies and
joint ventures (2.4) - (2.4)
Payments related to settlement of derivatives (5.5) - (5.5)
Issue less repayment of non-current receivables 1.6 - 1.6
Net cash fow from investing activities (221.6) - (221.6)
105
adjustment to the Consolidated statement of Cash flows
for the year 2011 (CONTINUED)
In millions of euro
2011
(as reported)

Adjustments IAS 8
2011
(restated)
Cash fow from fnancing activities
Proceeds from the exercise of share options 7.3 - 7.3
Proceeds from loans and borrowings 444.7 - 444.7
Repurchase of own shares (28.3) - (28.3)
Repayment of loans and borrowings (213.3) - (213.3)
Payments of fnance lease liabilities (0.4) - (0.4)
Dividend paid (27.2) - (27.2)
Net cash fow from fnancing activities 182.8 - 182.8

Net decrease/increase of cash, cash equivalents
and bank overdrafts 160.3 (58.2) 102.1
Cash, cash equivalents and bank overdrafts on
1 January 2011 107.8 - 107.8
Effect of exchange rate differences on cash,
cash equivalents and bank overdrafts 1.7 (0.1) 1.6
Cash, cash equivalents and bank overdrafts
on 31 December 2011 269.8 (58.3) 211.5
106
4 Going concern assumption
After the identifcation of the irregularities in Germany and Poland, it was established that the Group was not going to
meet its year-end 2012 fnancial covenants. Although formal covenant testing had not yet taken place, the Group and its
main fnanciers (the 700 million euro syndicated bank facility, the senior notes, most of our bilateral facilities and most
of our key guarantee providers) entered into discussions to address this matter. On 19 March 2013 the Group reached
an agreement with the main fnanciers on the provisional continuation, until 1 August 2013, of their outstanding facilities
as at that date.
Negotiations were also started to reach a more structural and longer term solution. On 15 June 2013, the Group reached
agreement with its main fnanciers regarding a waiver and amendment agreement.
The key terms of the amended agreements are:
A deferral of the testing date of fnancial covenants up to and including 31 December 2013;
From Q1 2014 onwards, quarterly testing of the leverage ratio and interest coverage ratio with tighter testing levels
for both covenants as demonstrated below;
Payment of an upfront waiver fee of 50 basis points;
A cash margin step up of approximately 200 basis points plus a non-cash margin step up of 100 basis points until
the Group reaches a leverage ratio of less than 2.0 EBITDA for two successive actual testing dates and for two
successive forecast testing dates;
Payment of the non-cash margin step up at the earlier of the Group reaching a leverage ratio of less than
2.0 EBITDA for two successive actual testing dates and for two successive forecast testing dates or at the date
of refnancing;
A permanent cash margin step up of 175 basis points after the Group has reached a leverage ratio of less than
2.0 EBITDA for two successive actual testing dates and for two successive forecast testing dates;
No change to the term of the agreements except that uncommitted bilateral facilities for a total amount of
229 million euro have become committed up to and including 31 December 2014.
Testing period Ratio
Leverage ratio 31 March 2014 6.00
30 June 2014 3.50
30 September 2014 3.25
31 December 2014 3.25
Testing period Ratio
Interest coverage ratio 31 March 2014 1.25
30 June 2014 2.50
30 September 2014 3.00
31 December 2014 3.00
For the payment of cash dividends the Group should reach a leverage ratio of less than 2.0 EBITDA for one actual
testing date. Until the Group reaches a leverage ratio of less than 2.0 EBITDA for two successive actual testing dates and
for two successive forecast testing dates, the Group is bound by tighter restrictions regarding inter alia:
The incurrence of additional fnancial indebtedness;
Acquisitions and disposals.
107
Furthermore, until the Group reaches a leverage ratio of less than 2.0 EBITDA for two successive actual testing dates
and for two successive forecast testing dates, the Group has agreed to certain information undertakings to its main
fnanciers.
Security will be provided over the shares in the capital of our material subsidiaries as well as on intercompany receivables
of these subsidiaries.
Under the waiver and amendment agreements, an event of default will occur if the rights issue of 500 million euro does
not occur prior to 31 October 2013. The Group is currently preparing this rights issue and intends to fnalise this issue in
the summer of 2013. The rights issue is underwritten by ING and Rabobank by means of a volume underwriting
commitment letter, subject to customary conditions, including signing of an underwriting agreement and completion of
due diligence satisfactory to ING and the Rabobank. Furthermore the rights issue is subject to the approval by the AGM,
which will be held on 28 June 2013. The proceeds of this rights issue are intended to reduce net debt.
Extensive effort has been put into evaluating existing budgets and forecasts and continuously updating budgets and
forecasts based on the most recent available market and performance information. This process has been reviewed in
detail by external professional advisers. The budgets and forecasts underlying the going concern assessment anticipate
a recovery of the proftability in the segments Benelux and Germany & Eastern Europe from Q3 2013 onwards. This
improvement is projected to be achieved, amongst others, by the restructuring program which was already started in the
second half year of 2012 in the Benelux segment and the additional restructuring measures announced on 23 April 2013,
mainly in the segments Benelux and Germany & Eastern Europe. This additional restructuring program amongst others
includes the redundancy of approximately 1,300 employees. Furthermore, management has been reinforced in key
positions. The forecasted cash fows are dependent on external market circumstances and the speed of recovery of the
business performance in most of our segments.
The Group has taken into account safety margins between budgets, forecasts and limits set by the covenant
requirements. Particularly with respect to 2013 and the frst quarters of 2014 recovery of operating performance levels
has to be achieved by the Group in order to comply with covenant requirements. There is a risk that this recovery does
not occur due to deteriorating market conditions, delay in order intake or slower than expected business performance
recovery, e.g. if restructuring measures do not pay off timely. This may furthermore result in impairments. If the
forecasted results are not achieved, there is a more than remote risk that the safety margins taken into account
are insuffcient, which if this risk materialises, may result in a covenant breach in the course of 2014.
In light of the above, the Group has assessed the going concern assumption on the basis of which the fnancial
statements 2012 have been prepared. Going concern is mainly dependent on the successful fnalisation of the rights
issue and meeting budgets and forecasts within the boundaries set by the covenant requirements from the Groups
lenders. For the latter the timely recovery of the Groups operational and cash fow performance is of high importance.
This situation indicates the existence of uncertainties which may cast signifcant doubt about the Companys ability to
continue operating as a going concern. Management is of the opinion though that the application of the going concern
assumption for the 2012 fnancial statements is appropriate, based on the following facts and circumstances:
The Group is planning on executing a rights issue for an amount of 500 million euro;
Current business forecasts indicate suffcient liquidity and covenant headroom under the amended agreements with
our fnanciers. In a scenario that future performance and cash fow developments are adverse to current business
forecasts, management believes the Group has various options available that if realised are suffcient to address such
adverse circumstances and remedy covenant breaches in this scenario. These options include but are not limited to
improvements in working capital management, renegotiating creditor terms and conditions, accessing the capital
markets and disposal of assets, business units or even divisions. Some of the options available to the Group are
subject to approval of the fnanciers.
108
5 Signifcant accounting policies for fnancial reporting
(a) Statement of compliance
The consolidated fnancial statements have been prepared in accordance with International Financial Reporting Standards
(IFRS) as adopted by the European Union (EU) as at 31 December 2012. The statements also comply, as far as applicable,
with the fnancial reporting requirements included in Section 9 of Book 2 of the Netherlands Civil Code. The accounting
standards which became effective in 2012, had no material impact on the Companys fnancial statements.
(b) Basis of preparation
(i) Basis of measurement
The fnancial statements have been prepared on the basis of historical cost, with the exception of derivative fnancial
instruments, fnancial instruments classifed as available-for-sale and defned beneft obligations.
(ii) Functional currency and presentation currency
The fnancial statements are presented in euro, which is the Companys functional currency, rounded-off to the nearest
million with one decimal.
(iii) The use of estimates and assumptions
The preparation of fnancial statements in accordance with IFRS requires management to make judgements, estimates
and assumptions that affect the application of policies and reported amounts of assets and liabilities and income and
expenses. The estimates and associated assumptions are based on historical experience and various other factors that
are believed to be reasonable under the circumstances, the results of which form the basis for making the judgements
regarding the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results can
differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised and in any future periods affected.
In particular, information about signifcant areas of estimation uncertainty and critical judgements regarding the
application of the accounting policies that have the most signifcant effect on the amounts recognised in the fnancial
statements is included in the following notes:
Note 3 adjustment of prior period errors. In determining whether the adjustments referred to above were a prior
period error or a change in an accounting estimate, the available information has been taken into
account. Adjustments only qualifed as prior period errors when an objective determination whether the
adjustment was a prior period error could be made. When this was not the case, the adjustment was
accounted for as a change in estimate in 2012;
Note 15 determination of the recoverable amount of cash-generating units;
Note 18 valuation of deferred tax assets and liabilities;
Note 20 valuation of amounts due from/to customers and related revenue recognition (including valuation
of claims);
Note 26 valuation of the liability related to defned beneft plans;
Note 29 valuation of trade receivables.
The accounting policies set out below have been applied consistently for all the periods presented in these consolidated
fnancial statements. The accounting policies have been applied consistently by all Group companies.
109
(c) Basis of consolidation
(i) Business combinations
Business combinations are accounted for using the acquisition method at the acquisition date i.e. when control is
transferred to the Group. Control is the power to govern the fnancial and operating policies of an entity so as to obtain
benefts from its activities. In assessing control, the Group takes into consideration potential voting rights that are
currently exercisable.
The Group measures goodwill at the acquisition date as:
The fair value of the consideration transferred; plus
The recognised amount of any non-controlling interests in the acquiree; plus
If the business combination is achieved in stages, the fair value of the pre-existing equity interest in the
acquiree; less
The net recognised amount (generally fair value) of the identifable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase is recognised immediately in proft or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing relationships.
Such amounts are generally recognised in proft or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in
connection with a business combination are expensed as incurred.
Any contingent consideration payable is measured at fair value at the acquisition date. Subsequent changes in the fair
value of the contingent consideration are recognised in proft or loss. Subsequent changes relating to an acquisition prior
to 2010 are adjusted to goodwill.
(ii) Acquisitions of non-controlling interests
Acquisitions of non-controlling interests are accounted for as transactions with owners in their capacity as owners and
therefore no goodwill is recognised as a result. Adjustments to non-controlling interests arising from transactions that do
not involve the loss of control are based on a proportionate amount of the net assets of the subsidiary.
(iii) Subsidiaries
Subsidiaries are entities controlled by the Group. The fnancial statements of subsidiaries are included in the consolidated
fnancial statements from the date that control commences until the date that control ceases. Where necessary the
accounting policies of subsidiaries have been adapted to the accounting policies applied by the Group.
(iv) Loss of control
Upon loss of control the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and
the other components of equity related to the subsidiary. Any surplus or defcit arising on the loss of control is recognised
in proft or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at
the date that control is lost. Subsequently it is accounted for as an equity-accounted investee or as an available-for-sale
fnancial asset depending on the level of infuence retained.
110
(v) Associates
Associates are those entities in which the Group has a signifcant infuence, but not control, over the fnancial and
operating policies. Associates are initially recognised at cost. The consolidated fnancial statements include the Groups
share of the total recognised gains and losses of associates on an equity accounting basis, from the date that signifcant
infuence commences until the date that signifcant infuence ceases. When the Groups share of the losses exceeds its
interest in an associate, the Groups carrying amount is reduced to nil and further losses are not recognised except to the
extent that the Group has incurred a legal or constructive obligation or has made payments on behalf of an associate.
(vi) Joint ventures
Joint ventures are those entities over whose activities the Group, together with other parties, has control established by
contractual agreement. The consolidated fnancial statements include the Groups share of the total recognised gains and
losses of joint ventures on an equity accounting basis, from the date that joint control commences until the date that
joint control ceases.
(vii) Transactions eliminated on consolidation
Intra-Group balances and any unrealised gains and losses or income and expenses arising from intra Group transactions,
are eliminated when preparing the consolidated fnancial statements. Unrealised gains from transactions with associates
and jointly controlled entities are eliminated to the extent of the Groups interest in the entity. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the extent that there is no indication for impairment.
(d) Foreign currencies
(i) Foreign currency transactions
Transactions in foreign currencies are translated into the respective functional currency at the foreign exchange rate
prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currencies on the balance
sheet date are translated into the functional currency at the exchange rate prevailing on that date. Foreign exchange
differences arising on translation are recognised in proft or loss, except for differences arising on the re-translation of
available-for-sale equity instruments or a fnancial liability designated as a hedge of the net investment in a foreign
operation or qualifying cash fow hedges, which are recognised in other comprehensive income. Non-monetary assets
and liabilities that are measured in terms of historical cost in a foreign currency are translated at the exchange rate
prevailing on the date of the transaction.
(ii) Financial statements of foreign operations
The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on consolidation,
are translated into euro at the foreign exchange rates prevailing on the balance sheet date. The revenue and expenses
of foreign operations are translated into euro at rates approximate to the rates prevailing on the dates of the transactions.
Foreign exchange rate differences arising on re-translation are recognised in other comprehensive income and presented
in a translation reserve, a separate component of equity. However, if the foreign operation is a non-wholly owned
subsidiary, then the relevant proportion of the translation difference is allocated to non-controlling interests.
When a foreign operation is disposed of such that control is lost, the cumulative amount in the translation reserve related
to that foreign operation is reclassifed to proft or loss as part of the gain or loss on disposal. When the Group disposes
of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion
of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its
investment in an associate or joint venture that includes a foreign operation while retaining signifcant infuence or joint
control, the relevant proportion of the cumulative amount is reclassifed to proft or loss.
111
(e) Derivative fnancial instruments
The Group uses derivative fnancial instruments to hedge its exposure to interest rate and foreign exchange risks arising
from operating, fnancing and investing activities. In accordance with its treasury policy the Group neither holds nor issues
derivative fnancial instruments for trading purposes. Derivatives that do not qualify for hedge accounting are, however,
accounted for as trading instruments.
On initial designation of the derivative as a hedging instrument, the Group formally documents the relationship between
the hedging instrument and the hedged item, including the risk management objectives and strategy in undertaking the
hedge transaction and the hedged risk, together with the methods that will be used to assess the effectiveness of the
hedging relationship. The Group makes an assessment, both at the inception of the hedge relationship as on an ongoing
basis, of whether the hedging instruments are expected to be highly effective in offsetting the changes in the fair value
or cash fows of the respective hedged items attributable to the hedged risk, and whether the actual results of each
hedge are within a range of 80%-125%. For a cash fow hedge of a forecast transaction, the transaction should be
highly probable to occur and should present an exposure to variations in cash fows that ultimately could affect reported
proft or loss.
Derivative fnancial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is
recognised immediately in proft or loss. Where, however, derivative fnancial instruments qualify for hedge accounting,
recognition of any resultant gain or loss depends on the nature of the item being hedged (see accounting policy (f)).
(f) Hedging
(i) Cash fow hedges
When a derivative is designated as the hedging instrument in a hedge of the variability in cash fows attributable to
a particular risk associated with a recognised asset, liability, or a highly probable forecasted transaction that could affect
proft or loss, the effective portion of changes in the fair value of the derivative is recognised in other comprehensive
income and presented in the hedging reserve in equity. Any ineffective portion of changes in the fair value of the
derivative is recognised immediately in proft or loss.
When the hedged item is a non-fnancial asset, the amount accumulated in equity is included in the carrying amount of
the asset, when the asset is recognised. In other cases the amount accumulated in equity is reclassifed to proft or loss in
the same period that the hedged item affects proft or loss. If the hedging instrument no longer meets the criteria for
hedge accounting, expires or is sold, terminated or exercised, or the designation is revoked, then hedge accounting is
discontinued prospectively. If the forecasted transaction is no longer expected to occur, then the balance in equity is
reclassifed in proft or loss.
(ii) Hedging of monetary assets and liabilities
When a derivative fnancial instrument is used as an economic hedge against the exposure to the foreign exchange risk
of a recognised monetary asset or liability, no hedge accounting is applied and any gain or loss on the hedging
instrument is recognised in proft or loss.
(iii) Hedging of a net investment in a foreign operation
Foreign currency differences arising on the retranslation of a fnancial liability designated as a hedge of a net investment
in a foreign operation are recognised in other comprehensive income to the extent that the hedge is effective, and are
presented within equity in the translation reserve. To the extent that the hedge is ineffective, such differences are
recognised in proft or loss. When the hedged net investment is disposed of, the relevant amount in the translation
reserve is transferred to proft or loss.
112
(g) Property, plant and equipment
(i) Owned assets
Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment
losses (see accounting policy (n)). The cost of self-produced assets comprises the cost of materials, direct labour, the initial
estimate, where relevant, of the costs of dismantling and removing the assets and restoring the site at which the assets
were located, and any other costs directly attributable to bringing the assets to a working condition for their intended use
and interest. When parts of an item of property, plant and equipment have different useful lives, they are accounted for
as separate items of property, plant and equipment.
(ii) Leased assets
Leases under the terms of which the Group assumes substantially all the risks and rewards of ownership are classifed as
fnance leases. Non-current assets acquired by way of a fnance lease are stated at an amount equal to the lower of fair
value and the present value of the minimum lease payments at the inception of the lease, less accumulated depreciation
(see below) and impairment losses (see accounting policy (n)). Lease payments are accounted for as described in
accounting policy (v).
(iii) Subsequent expenditure
The Group recognises in the carrying amount of an item of property, plant and equipment the cost of replacing part of
such an item when that cost is incurred if it is probable that the future economic benefts embodied in the item will fow
to the Group and the cost of the item can be assessed reliably. All other costs are recognised in proft or loss as and when
they are incurred.
(iv) Depreciation
Depreciation is charged to proft or loss on a straight-line basis over the estimated useful lifetime of each component
of an item of property, plant and equipment. Land is not depreciated.
Estimated useful lifetimes for the current and comparative years are as follows:
buildings 30 years
machinery and equipment 10 12 years
fxtures and fttings 3 5 years
Unless it is insignifcant useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(h) Goodwill and other intangible assets
(i) Goodwill
For the measurement of goodwill at initial recognition, see note c (i).
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is not amortised but tested for impairment
annually or when this is indicated (see accounting policy (n)). In case of associates, the carrying amount of goodwill is
included in the carrying amount of the investment in the associate.
(ii) Brands
Brands acquired, separately or as part of a business combination, are capitalised if they meet the defnition of an
intangible asset and the recognition criteria are satisfed. Brands are amortised over the estimated useful life of the brand.
(iii) Customer-related and contract-based intangibles
Customer-related and contract-based intangibles are capitalised if they meet the defnition of an intangible asset and the
recognition criteria are satisfed. Customer-related and contract-based intangibles acquired as part of a business
combination are valued at fair value, those acquired separately are measured at cost.
Customer-related and contract-based intangibles are amortised over the remaining useful life of the customer
relationships or the period of the contractual arrangements.
113
(iv) Research and development
Expenditure for research activities undertaken with the prospect of gaining new scientifc or technical knowledge and
understanding is recognised in proft or loss when the expense is incurred.
Expenditure for development activities, whereby research fndings are applied to a plan or design for the production
of new or substantially improved products and processes, is capitalised if the product or process is technically and
commercially feasible and the Group has suffcient resources to complete development. The capitalised expenditure
(included in the categories software and technology) comprises the costs of materials, direct labour and an appropriate
portion of overhead. Other development expenditure is recognised in proft or loss when the expense is incurred.
Capitalised development expenditure is stated at cost less accumulated amortisation (see below) and accumulated
impairment losses (see accounting policy (n)).
(v) Other intangible assets
Other intangible assets acquired by the Group are stated at cost less accumulated amortisation (see below) and
accumulated impairment losses (see accounting policy (n)). Other intangibles assets relate to software and technology.
(vi) Subsequent expenditure
Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefts
embodied in the specifc asset to which it relates. All other expenditure is recognised in proft or loss as and when the
expense is incurred.
(vii) Amortisation
Amortisation is charged to proft or loss on a straight-line basis over the estimated useful lifetime of intangible assets,
unless this lifetime is indefnite. Other intangible assets are amortised from the date they are available for use.
The estimated useful lifetimes for the current and comparative years are as follows:
software 3 10 years
customer relationships/contracts 2 15 years
capitalised development costs 3 5 years
technology 3 10 years
brands 1 12.5 years
Amortisation methods, useful lives and residual values are reviewed at each reporting date and adjusted if appropriate.
(j) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the
course of normal business less the estimated costs of completion and selling expenses. The cost of inventories is based on
the frst-in-frst-out principle and comprises the expenditure incurred in acquiring the inventories and bringing them to
their existing location and condition. The cost of manufactured inventories and work in progress includes an appropriate
share of overhead based on normal operating capacity.
(k) Due from/to customers
Construction contracts in progress (Work in Progress) for third parties are stated at cost plus proft recognised to date
(see accounting policy (u)), less a provision for foreseeable losses and less progress billings. Cost comprises all expenditure
directly related to specifc projects, plus an allocation of fxed and variable overhead incurred during the Groups contract
activities based on normal operating capacity and capitalised interest.
Construction contracts in progress are presented as due from customers in the consolidated balance sheet for all
contracts in which costs incurred plus recognised profts exceed progress billings. If progress billings exceed costs incurred
plus recognised profts, then the balance is presented as due to customers in the consolidated balance sheet.
114
(l) Trade and other receivables
Trade and other receivables are initially stated at fair value plus any directly attributable transaction costs. Subsequently,
trade and other receivables are valued at amortised cost less impairment losses (see accounting policy (m)).
(m) Impairment
(i) Non-derivative fnancial assets
A fnancial asset not classifed at fair value through proft or loss is assessed at each reporting date to determine whether
there is objective evidence that it is impaired. A fnancial asset is impaired if there is objective evidence of impairment as
a result of one or more events that occurred after the initial recognition of the asset, and that loss event(s) had an impact
on the estimated future cash fows of that asset that can be estimated reliably.
Objective evidence that fnancial assets are impaired includes default or delinquency by a debtor, restructuring of an
amount due to the Group on terms that the Group would not consider otherwise, indications that a debtor or issuer will
enter bankruptcy, adverse changes in the payment status of borrowers or issuers, economic conditions that correlate with
defaults or the disappearance of an active market for a security.
(ii) Non-fnancial assets
The carrying amounts of the Groups non-fnancial assets, excluding inventories (see accounting policy (j)), work in
progress (see accounting policy (k)), an asset arising from defned beneft plans (see accounting policy (q) (ii)) and deferred
tax assets (see accounting policy (w)) are reviewed on each reporting date to determine whether there is any indication of
impairment. If any such indication exists the recoverable amount of the asset is estimated (see accounting policy (m) (iii)).
Goodwill, intangible assets with an indefnite useful lifetime and intangible assets that are not yet available for use are
tested annually for impairment. The Groups assets, excluding inventories (see accounting policy (j)), work in progress (see
accounting policy (k)), an asset arising from defned beneft plans (see accounting policy (q) (ii)) and deferred tax assets
(see accounting policy (w)) are reviewed on each reporting date to determine whether there is any indication of
impairment. If any such indication exists the recoverable amount of the asset is estimated (see accounting policy (m) (i)).
In addition, the recoverable amount of goodwill, intangible assets with an indefnite useful lifetime and intangible assets
that are not yet available for use is estimated annually.
An impairment loss is recognised whenever the carrying amount of an asset or its cash-generating unit exceeds its
recoverable amount. Impairment losses are recognised in proft or loss. Recoverable amount is determined for an
individual asset unless the asset does not generate cash infows that are largely independent of those from other assets
or groups of assets. In that case, assets are grouped together into cash-generating units, the smallest group of assets that
generates largely independent cash infows. Goodwill acquired in a business combination is allocated to the (group of)
cash-generating units that are expected to beneft from the synergies of the business combination, representing the
lowest level at which the goodwill is monitored for internal management purposes and not larger than an operating
segment.
Impairment losses recognised in respect of cash-generating units (or groups of units) are allocated frst to reduce the
carrying amount of any goodwill allocated to cash-generating units (or groups of units) and then to reduce the carrying
amount of the other assets in the unit (or group of units).
(iii) Calculation of recoverable amount
The recoverable amount of the Groups investments in receivables carried at amortised cost is calculated as the present
value of estimated future cash fows, discounted at the original effective interest rate (i.e. the effective interest rate
computed at the initial recognition of these fnancial assets). Receivables with a short remaining term are not discounted.
The recoverable amount of other assets is the greater of their fair value less costs to sell and value in use. In assessing
value in use the estimated future cash fows are discounted to their present value using a pre-tax discount rate that
refects both the current market assessment of the time value of money and the risks specifc to the asset or
cash-generating unit. In determining fair value less cost to sell, recent market transactions are taken into account.
If no such transactions can be identifed, an appropriate valuation model is used. These calculations are corroborated
by valuation multiples, quoted share prices for publicly traded companies or other available fair value indicators.
115
(iv) Reversals of impairment
An impairment loss in respect of a receivable carried at amortised cost is reversed if the reversal can be related objectively
to an event occurring after the impairment loss was recognised.
An impairment loss in respect of an investment in an equity instrument classifed as available-for-sale is not reversed via
proft or loss.
If the fair value of a debt instrument classifed as available for sale increases, and the increase can be related objectively
to an event occurring after the impairment loss was recognised in proft or loss, the impairment loss is reversed and the
amount of the reversal recognised in proft or loss.
An impairment loss in respect of goodwill is not reversed.
In respect of other assets, an impairment loss is reversed if there has been a change in the estimates used to determine
the recoverable amount.
An impairment loss is reversed only to the extent that the assets carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
(n) Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balances and deposits that can be withdrawn on demand. Bank
overdrafts that are repayable on demand and form an integral part of the Groups cash management are included as
a component of cash and cash equivalents for the purpose of the statement of cash fows.
Cash balances held in cash pools are presented on a net basis where there is the intention and the legally enforceable
right for the Group to settle these outstanding balances on a net basis. Where there is no such right, balances are
presented separately under cash and cash equivalents and bank overdrafts.
(o) Share capital
(i) Issue of share capital
At the issue of new shares, the proceeds less directly attributable costs are recognised in equity within share capital at par
value and, if applicable, within the share premium reserve.
(ii) Repurchase of share capital
When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly
attributable costs, is recognised as a change in equity. Repurchased shares are classifed as own shares and presented
as a deduction from total equity.
(iii) Dividend
Dividends are recognised as a liability in the period in which they are declared.
(p) Interest-bearing loans and borrowings
Interest-bearing loans and borrowings are recognised initially at fair value less attributable transaction costs. Subsequent
to initial recognition, interest-bearing loans are stated at amortised cost with any difference between cost and
redemption value being recognised as proft or loss over the period of the loans using the effective interest method.
(q) Employee benefts
The Group makes fnancial contributions towards various pension plans. These plans include both defned contribution
plans and defned beneft plans. Defned beneft plans are applicable for groups of employees in the Netherlands,
Germany, Belgium, Sweden, Norway, Austria and Turkey.
116
(i) Defned contribution plans
A defned contribution plan is a plan related to post-retirement payments for which the Group pays fxed contributions
to a separate entity and has no legally enforceable or constructive obligation to pay additional contributions. Obligations
related to contributions to defned contribution pension plans are recognised as an expense in proft or loss when services
are rendered.
(ii) Defned beneft plans
Defned beneft plans are all plans related to post-retirement payments other than defned contribution plans.
The Groups net obligation in respect of defned beneft pension plans is calculated separately for each plan by estimating
the amount of future beneft that employees have earned in return for their service in the current and prior periods; that
beneft is discounted to determine its present value. Any unrecognised past service costs and actuarial gains and losses
and the fair value of any plan assets are deducted. The discount rate is the yield at the balance sheet date on AA credit
rated corporate bonds with maturity dates approximate to the terms of the Groups obligations. In countries where there
are no deep markets in AA credit rated corporate bonds, government bonds with maturity dates approximate to the
terms of the Groups obligations are used as the basis for determining discount rates. The calculation is performed by
a qualifed actuary using the projected unit credit method.
When the benefts of a plan are improved, the portion of the increased beneft relating to past service by employees
is recognised as an expense in proft or loss on a straight-line basis over the average period until the benefts become
vested. The expense related to the portion of benefts that are vested immediately is recognised immediately in proft
or loss.
Actuarial gains and losses that have arisen when calculating the Groups obligation in respect of a plan, any portion of
the cumulative unrecognised actuarial gain or loss that exceeds 10% of the greater of the current value of the defned
beneft obligation and the fair value of plan assets is recognised as proft or loss over the expected average remaining
working life of the employees participating in the plan. For the rest, the actuarial gain or loss is not recognised in proft
and loss.
When the calculation results in an asset to the Group, the recognised asset is limited to the net total of any unrecognised
actuarial losses and past service costs and the present value of any future refunds from the plan or reductions in future
contributions to the plan. Any effect is taken to proft and loss.
The Group recognises gains and losses on the curtailment or settlement of a defned beneft plan when the curtailment
or settlement occurs. The gain or loss on curtailment or settlement comprises any resulting change in the fair value of
plan assets, any change in the present value of the defned beneft obligation, any related actuarial gains and losses and
past service cost that had not previously been recognised.
(iii) Long-term service benefts
The Groups net obligation in respect of long-term service benefts, other than pension plans, is the amount of future
beneft that employees have earned in return for their service in the current and prior periods. The obligation is calculated
using the projected unit credit method and is discounted to its present value and the fair value of any related assets is
deducted. The discount rate is the yield on the balance sheet date on AA credit rated corporate bonds with maturity
dates approximate to the terms of the Groups obligations. In countries where there are no deep markets in AA credit
rated corporate bonds, government bonds with maturity dates approximate to the terms of the Groups obligations are
used as the basis for determining discount rates. Any actuarial gains or losses are recognised in proft or loss in the period
in which they arise.
117
(iv) Share-based payments
Imtech grants share options to a number of selected Group employees and performance shares to its members of the
Board of Management on an annual basis. The share option scheme allows a number of selected Group employees to
acquire shares in the Company. The performance shares are awarded conditionally upon fulflling of the long-term
(three years) performance criteria listed under Remuneration of the Board of Management in the report of the
Supervisory Board.
The fair value of awarded share options and performance shares is recognised as an employee expense, with
a corresponding increase in equity. The fair value is determined on the grant date and is spread over the period during
which the selected Group employees (share options) and the members of the Board of Management (performance
shares) respectively become unconditionally entitled to the share options or shares.
The fair value of the awarded share options is determined using a binomial lattice model, taking into account the terms
and conditions upon which the share options were awarded. The fair value of the awarded performance shares is
determined using a Monte Carlo simulation model, taking into account the terms and conditions upon which the shares
were awarded. The amount recognised as an expense is adjusted annually to refect the actual number shares that will
likely vest based on the related service and non-market performance conditions.
(r) Provisions
A provision is recognised in the balance sheet when the Group has a current legal or constructive obligation as a result
of a past event, it is probable that an outfow of economic benefts will be required to settle the obligation and this
obligation can be estimated reliably. If the effect is material provisions are determined by discounting the expected future
cash fows at a pre-tax rate that refects the current market assessment of the time value of money and, where
appropriate, of the risks specifc to the liability.
(i) Warranties
A provision for warranties is recognised when the underlying products or services are sold. The provision is based on
historical warranty data and a weighing of all possible outcomes against their associated probabilities.
(ii) Restructuring
A provision for restructuring is recognised when the Group has approved a detailed and formal restructuring plan and the
restructuring has either commenced or has been announced publicly. No provision is made for future operating costs.
(iii) Onerous contracts
A provision for onerous contracts is recognised when the benefts expected to be derived by the Group from a contract
are lower than the unavoidable cost of meeting its contractual obligations.
(s) Trade and other payables
Trade and other payables are stated at amortised cost. The initial recognition is at fair value less attributable transaction
costs.
(t) Recognition, derecognition and offsetting non-derivative fnancial instruments
The Group initially recognises loans and receivables on the date they are originated. The Group derecognises a fnancial
asset when the contractual rights to the cash fows from the asset expire, or it transfers the rights to receive the
contractual cash fows in a transaction which substantially all the risks and rewards of ownership of the fnancial asset
are transferred.
Financial assets and liabilities are offset and the net amount presented in the balance sheet when, and only when,
the Group has a legal right to offset the amounts and intends either to settle them on a net basis or to realise the asset
and settle the liability simultaneously.
118
(u) Total revenue
(i) Construction contracts
Contract revenue and expenses are, as soon as the outcome of construction contracts can be estimated reliably,
recognised in proft or loss in proportion to the stage of completion of the contract. In general it is assumed that proft
cannot be estimated reliably during the early stage, such early stage usually being determined as the period in which cost
incurred do not exceed 15% of the expected total cost of the project. This is typically the case with projects exceeding
a contract value of 2 million euro. Costs incurred up to that moment are recognised in the period in which they are
incurred and revenue is only recognised to the extent of contract costs incurred that it is probable will be recoverable.
The stage of completion is determined on the basis of the costs incurred compared with the expected total costs.
An expected loss on a contract is recognised immediately in proft or loss.
Contract revenue includes the initial amount agreed in the contract plus any variations in contract work, claims and
incentive payments, to the extent that it is probable that they will result in revenue and can be measured reliably.
For certain construction contracts, there are unrecognised contingent receivables from customers arising from claims.
The fnancial outcome of these claims can only be estimated within a broad band width. The determination of the proft
in proportion to the stage of completion and the provision for losses is based on estimates of the costs and revenues of
the relating projects. These estimates are uncertain.
(ii) Services rendered
Revenue from services rendered is recognised in proft or loss in proportion to the stage of completion of the transaction
on the reporting date. The stage of completion is determined on the basis of the costs incurred compared with the
expected total costs.
(iii) Goods sold
Revenue from the sale of goods is recognised in proft or loss when the signifcant risks and rewards of ownership have
been transferred to the buyer. No revenue is recognised if there are signifcant uncertainties regarding recovery of the
consideration due, associated costs or the possible return of goods, or if there is a continuing management involvement
with the goods.
(iv) Other income
Other income includes government grants. Grants to compensate the Group for expenses incurred are recognised
systematically as other income in proft or loss in the same periods in which the expenses are incurred. Grants that
compensate the Group for the cost of an asset are recognised systematically as other income in proft or loss throughout
the useful lifetime of the asset.
(v) Expenses
(i) Raw and auxiliary materials and trade goods
Raw and auxiliary materials and trade goods consist of the cost price of the materials used during the reporting period,
excluding external expenses, personnel expenses, amortisation and depreciation. This item also includes among others
use of own equipment and assets utilisation costs, cost of operational leases, general overhead costs and other results.
(ii) Work by third parties and other external expenses
Work by third parties and other external expenses includes (project) related work which is performed by parties other
than companies included in the Group.
119
(iii) Operating lease payments
Payments made under operating leases are recognised in proft or loss on a straight-line basis over the term of the lease.
Lease incentives received are linearly recognised in proft or loss as an integral part of the total lease expense.
(iv) Finance lease payments
Minimum lease payments are apportioned between the fnancing charge and the reduction of the outstanding liability.
The fnance charge is allocated to each period of the total lease term so as to produce a constant periodic rate of interest
over the remaining balance of the liability.
(v) Net fnance result
The net fnance result includes interest payable on borrowings calculated using the effective interest rate method, interest
capitalised on qualifying assets, interest on the employee benefts obligations and other provisions, expected return on
plan assets, dividends, foreign currency exchange rate differences and gains and losses on hedging instruments
recognised in proft or loss (see accounting policy (f)).
Interest income is recognised in proft or loss as it accrues using the effective interest method. Dividend income is
recognised in proft or loss on the date the entitys right to receive payments is established which, for quoted securities,
is the date the dividend is payable.
The interest expense component of the fnance lease payments is recognised in proft or loss using the effective interest
method.
(w) Income tax
Income tax on the proft or loss for the year comprises current and deferred tax. Income tax is recognised in proft or loss,
except to the extent that it relates to items recognised in other comprehensive income or equity respectively, in which
case the income tax is recognised in other comprehensive income or equity as well.
Current tax is the expected tax payable (recoverable) on the taxable result for the year, calculated using tax rates enacted
or substantially enacted on the balance sheet date, and any adjustments to tax payable or recoverable in respect of
previous years.
The provision for deferred tax liabilities is formed using the balance sheet liability method whereby a provision is formed
for temporary differences between the carrying amounts of assets and liabilities for fnancial reporting purposes and the
amounts used for taxation purposes. Deferred tax is not recognised for:
Taxable temporary differences arising on the initial recognition of goodwill;
Temporary differences on the initial recognition of assets or liabilities in a transaction that is not a business
combination and that affects neither accounting nor taxable proft;
Temporary differences relating to investments in subsidiaries, associates and jointly controlled entities to the extent
that the Group is able to control the timing of the reversal of the temporary differences and it is probable that they
will not reverse in the foreseeable future. The amount of the provision for deferred tax is based on the expected
manner of realisation or settlement of the carrying amount of assets and liabilities using tax rates enacted or
substantially enacted on the balance sheet date.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profts will be available against
which the asset can be utilised. Deferred tax assets are reduced to the extent that it is no longer probable that the related
tax beneft will be realised. Additional income tax that arises from the distribution of dividends is recognised at the same
time as the liability to pay the related dividend.
120
(x) Operating segments
An operating segment is a component of the Group that carries out business activities that can result in revenue and
expenses, including revenue and expenses related to transactions with other Group components. The operating results of
an operating segment are regularly reviewed by the Board of Management to make decisions about resources to be
allocated to the segment and to evaluate the performance based on the available fnancial information.
(y) Non-current assets held for sale and discontinued operations
Immediately before classifcation as held for sale, the carrying amount of the asset (and of all the assets and liabilities of
a disposal group) is measured in accordance with the Groups other accounting policies. Then, on initial classifcation as
held for sale, non-current assets and disposal groups are recognised at the lower of the then determined carrying amount
and the fair value less costs to sell.
Impairment losses on initial classifcation as held for sale are included in proft or loss, even when there is a revaluation.
The same applies to gains and losses on subsequent re-measurement.
A discontinued operation is a component of the Groups business that represents a separate major line of business
or geographical area of operations, or is a subsidiary acquired exclusively with a view to resale.
Classifcation as a discontinued operation occurs upon disposal or, if this is earlier, when the operation meets the criteria
for classifcation as held for sale. A disposal group that is to be abandoned may also qualify.
(z) New standards and interpretations not yet adopted
IAS 19 Employee benefts was amended in June 2011 (IAS 19R). The revised IAS 19 standard no longer allows the
deferred recognition of actuarial gains and losses and past service costs. Instead, actuarial gains and losses should be
recognised in other comprehensive income and past service costs in the proft and loss account as they occur. Secondly,
the interest cost and expected return on plan assets will be replaced with a net interest amount that is calculated by
applying the discount rate to the net defned beneft liability (asset). Thirdly, companies are required to disclose more
detailed information on specifc risks in their defned beneft plans. Finally, the revisions further clarify the classifcation
of various costs involved in beneft plans like expenses and taxes.
IAS 19R is applicable as from 1 January 2013 and must be applied retrospectively with a restatement of comparative
numbers. This means that all unrecognised actuarial gains at 1 January 2012 will be recognised at once, leading to an
increase in equity of 25.4 million euro (net of tax 20.1 million euro). The curtailment and settlement gain of 5 million euro
in 2012 will as a result of application of IAS 19R reverse in a settlement loss of 15.4 million euro and the total expenses
recognised in the proft and loss account in respect of defned beneft plans, will increase by 19.2 million euro (net of
tax 14.4 million euro). In 2012, actuarial losses of 56.4 million euro (net of tax 40.6 million euro) will be incurred under
IAS 19R, leading to an immediate recognition in other comprehensive income. The presentation of pension costs within
operating expenses and net fnance result will not change.
A number of other new standards, amendments to standards and interpretations are effective for annual periods
beginning after 1 January 2012, and have not been applied in preparing these consolidated fnancial statements.
None of these is expected to have a signifcant effect on the consolidated fnancial statements of the Group.
121
6 Operating segments
Imtech is a European technical services provider in the feld of electrical services, information and communication
technology and mechanical services. Information is divided into segments, based on the Groups management structure
and internal reporting structure. Management reports are prepared for every strategic operating segment. These reports
are reviewed by the Board of Management. Imtech has identifed the following segments:
Benelux;
Germany & Eastern Europe;
UK & Ireland;
Nordic;
Spain;
Turkey;
ICT;
Traffc; and
Marine.
The activities of the segments Benelux, Germany & Eastern Europe, UK & Ireland, Nordic, Spain and Turkey mainly relate
to projects comprising local-for-local business and installation and maintenance activities. The segment ICT carries out
activities that are of a technological nature in the area of ICT. The segments Spain, Turkey, Traffc and Marine do not
individually meet the quantitative thresholds for determining reporting segments in 2012 and are included in the
reporting segment Other.
The table on the following pages summarises the fnancial information of each of the reportable segments and the
segment Other. The performance is assessed on the basis of the EBITDA as recognised in the internal management
reports reviewed by the Board of Management. The EBITDA is determined on a segment basis as management considers
this the most relevant for evaluating the results of specifc segments compared to other entities active in these sectors.
The prices for transactions between and within segments are determined at arms length.
122
Segments
Benelux

Germany &
Eastern Europe UK & Ireland Nordic
2012 2011 2012 2011 2012 2011 2012 2011
Information proft and loss account
Revenue from transactions with third parties 952.7 1,022.1 1,359.7 1,489.8 750.4 503.3 804.6 695.0
Inter-segment revenue 8.4 15.1 - 0.1 - 0.2 0.3 -
Other income 5.0 4.9 12.4 0.5 0.2 0.1 0.3 3.3
Total revenue and other income 966.1 1,042.1 1,372.1 1,490.4 750.6 503.6 805.2 698.3
EBITDA
*
(54.6) 26.9 (132.5) 82.2 44.2 26.4 60.3 55.3
Depreciation (7.6) (7.6) (9.6) (8.8) (1.6) (1.2) (9.5) (7.8)
Amortisation (4.1) (4.4) (1.9) (1.3) (3.4) (0.7) (10.0) (9.9)
Impairment losses on property, plant and
equipment and intangible assets (2.3) - - - - - - -
Result from operating activities (EBIT) (68.6) 14.9 (144.0) 72.1 39.2 24.5 40.8 37.6
Net fnance result
Share in result of associated companies,
joint ventures and other investments 0.1 (1.9) (0.6) (0.1) - - 1.2 1.0
Result before income tax
Income tax expense
Result for the year
Capital expenditure 10.9 13.6 17.6 43.0 2.5 2.2 15.3 11.3
Number of employees as at 31 December 6,122 6,433 5,479 5,326 3,598 3,218 4,937 4,746
Information balance sheet
Working capital
*
(11.9) 64.3 77.5 155.1 (29.8) (45.0) 0.5 (38.3)
Segment assets 466.6 493.9 852.5 976.8 490.7 396.8 835.6 808.5
Investments in associated companies and
joint ventures 0.7 (0.5) 0.9 0.7 - - - -
Total assets 467.3 493.4 853.4 977.5 490.7 396.8 835.6 808.5
Total liabilities 546.2 497.8 896.3 821.2 346.3 280.1 688.2 690.8
*
See fnancial glossary for defnition.
123
Segments
ICT Other segments

Holdings /
eliminations Consolidated
2012 2011 2012 2011 2012 2011 2012 2011
Information proft and loss account
Revenue from transactions with third parties 667.0 554.4 879.9 783.9 - - 5,414.3 5,048.5
Inter-segment revenue 7.9 6.1 6.1 5.9 (22.7) (27.4) - -
Other income - 6.3 0.7 1.2 - - 18.6 16.3
Total revenue and other income 674.9 566.8 886.7 791.0 (22.7) (27.4) 5,432.9 5,064.8
EBITDA
*
44.6 48.7 15.9 40.1 (29.6) (22.5) (51.7) 257.1
Depreciation (5.1) (3.9) (6.3) (5.8) (0.2) (0.2) (39.9) (35.3)
Amortisation (9.2) (5.5) (14.7) (6.8) (0.3) (0.4) (43.6) (29.0)
Impairment losses on property, plant and
equipment and intangible assets - - (21.0) - - - (23.3) -
Result from operating activities (EBIT) 30.3 39.3 (26.1) 27.5 (30.1) (23.1) (158.5) 192.8
Net fnance result (65.9) (52.0)
Share in result of associated companies, joint
ventures and other investments - 0.3 2.2 2.0 - (1.3) 2.9 -
Income tax expense (4.8) (41.3)
Capital expenditure
*
18.2 8.4 17.5 13.5 0.8 0.3 82.8 92.3
Number of employees as at 31 December 2,422 2,293 6,866 5,348 49 48 29,473 27,412
Information balance sheet
Working capital
*
(66.1) (19.4) 150.8 150.3 (52.6) (37.3) 68.4 229.7
Segment assets 463.0 414.5 725.9 625.9 100.4 83.2 3,934.7 3,799.6
Investments in associated companies and
joint ventures - - 2.1 1.8 - - 3.7 2.0
Total assets 463.0 414.5 728.0 627.7 100.4 83.2 3,938.4 3,801.6
Total liabilities 334.1 298.3 537.5 435.4 33.2 (45.1) 3,381.8 2,978.5
*
See fnancial glossary for defnition.
124
The holdings/eliminations relate to Group management costs and include corporate items such as cash and cash
equivalents, bank overdrafts and loans and borrowings.
7 Acquisition of subsidiaries
In accordance with the strategy, during 2012 the Group acquired 100% interest and voting rights through business
combinations in the following subsidiaries, with the exception of AE Arma-Elektropan (Arma). The Arma acquisition
initially regards 80% of the shares and voting rights, the remaining 20% will be transferred and paid for in 2015.
Acquisitions below are mentioned in chronological order.
Fagersta Industri EI
Fagersta Industri is an electrotechnical specialist in the regional industrial market of Fagersta in Sweden. Activities
encompass medium and low-voltage services, telecommunications, alarms, data transmission, monitoring and control.
Revenue of Fagersta Industri on a yearly basis is around 2 million euro with approximately 15 employees.
Medrott
The company, acquired in February 2012, is the leading technology specialist in the growing market of medical
equipment in the Benelux. Medrott specialises in sales, management and maintenance of sensitive and high quality
medical equipment. Medrott has 20 employees and realises annual revenue of over 2 million euro.
Steinar Holbk
Steinar Holbk in Norway is a full technical services provider specialised in energy technology, heating, and cooling and
sprinkler technology. The company is active in both industry and buildings, realises an annual revenue of almost 4 million
euro with 40 employees and joined the Group in March 2012.
VVS Montage I Dalarna
Based in the centre of the Borlnge-Ludvika-Falun mining region in Sweden, VVS Montage i Dalarna operates as
a mechanical specialist. The revenue on an annual basis approximates 3.6 million euro and relates to specialised industrial
activities and the buildings market. The number of employees is around 25 and the company was acquired in April 2012.
AE Arma-Elektropan
In April 2012 Imtech acquired Arma, a top-3 player in the technical services market in Turkey. Twenty percent of the
shares will be transferred and paid for in 2015, for which a contingent consideration has been recorded. Since Imtech has
control over Arma and is entitled to 100% of the results, Arma is 100% consolidated in the fnancial statements. Armas
activities cover a wide range of market segments, such as commercial buildings, hotels, luxury apartment complexes,
government buildings, shopping centres, hospitals, tourist services, airports and industry. With around 1,200 employees
Arma is expecting to realise annual revenues of approximately 90 million euro.
Capula Group
In May 2012 Imtech acquired Capula Group, a technical services provider in the UK. Capula specialises in providing total
technical solutions in the feld of process automation in the energy and utility markets, comprising power plants as well
as power distribution and power grids. The company is also active in complex technical facilities in the environmental,
waste water treatment, and industrial oil and gas markets. Capula enjoys strong market positions in all of these highly
specialised market segments. The company is involved in providing 30 million people in the UK with their energy needs.
With more than 180 employees Capula realises an annual revenue of around 40 million British pounds.
125
Vrnamo Elservice
Vrnamo Elservice AB is an electrical specialist in the Swedish region of Smland and joined the Group in June 2012.
Vrnamo Elservice works principally for industrial customers, but is also active in the buildings market. Vrnamo Elservice
AB has 20 employees and realises annual revenues of approximately 2 million euro.
SSR and Polar
In June 2012 Imtech strengthened its position in Finland through the acquisition of two related companies, namely the
technical services providers SSR and Polar. SSR was acquired by Polar in 1988. SSR is active in the traffc and the public
lighting markets and Polar specialises in process automation in sectors including infrastructure, energy, mining, steel,
wood processing and the chemical industry. With some 50 employees, both companies realise annual revenue of around
15 million euro.
Van Stappen & Cada
Van Stappen & Cada, based in Antwerps port area, specialises in marine electronics, electrical solutions and air
conditioning. Van Stappen & Cada realises an annual revenue of approximately 3 million euro with 8 employees and
joined the Group in July 2012.
Total acquisitions
The acquisitions of Fagersta Industri El, Steinar Holbk, VVS Montage I Dalarma, Vrnamo Elservice, SSR and Polar have
been included in the Nordic segment. Medrott has been included in the Benelux segment and Van Stappen & Cada has
been included in the Marine segment. The acquisition of Capula Group was included in the UK & Ireland segment and
the acquisition of Arma was included in the segment Other.
All the acquisitions were paid for in cash and contingent consideration. Between the date of acquisition and
31 December 2012 these new subsidiaries contributed 116 million euro to the consolidated total revenue and a loss of
0.2 million euro to the consolidated net result. Arma contributed 78 million euro to the consolidated revenue and a loss
of 5.2 million euro to the consolidated net result. Capula Group contributed 26 million euro to the consolidated revenue
and 3.9 million euro to the consolidated net result. Had all the acquisitions taken place on 1 January 2012 the estimated
revenue effect and net result effect for the Group would have additionally been 39 million euro and 2.8 million euro
respectively. All these amounts are including synergy effects and excluding fnance expenses resulting from the
acquisitions.
126
Effect of acquisitions
The net recognised amounts (generally fair value) of the identifable assets acquired and liabilities assumed, the goodwill
on and cost of acquisition and net outfow of cash, cash equivalents and bank overdrafts are as follows:
Arma Capula Group
Other
acquisitions
Aggregate
for all
acquisitions
Property, plant and equipment 0.5 1.4 0.6 2.5
Intangible assets 30.9 8.9 2.0 41.8
Non-current receivables and other investments 0.2 - 3.1 3.3
Inventories 3.9 - 1.0 4.9
Due from customers 7.3 - 0.7 8.0
Trade and other receivables 31.5 10.7 8.5 50.7
Income tax receivables 0.2 0.9 - 1.1
Cash, cash equivalents and bank overdrafts 3.9 3.5 5.7 13.1
Loans and borrowings (non-current) (11.4) (6.4) (0.6) (18.4)
Employee benefts (0.5) - - (0.5)
Deferred tax liabilities (6.0) - (0.5) (6.5)
Due to customers (4.8) (7.4) (1.3) (13.5)
Trade and other payables (47.9) (8.5) (5.6) (62.0)
Income tax payables - (0.5) - (0.5)
Provisions (current) - (0.1) - (0.1)
Net identifable assets and liabilities 7.8 2.5 13.6 23.9
Goodwill on acquisition 44.9 37.7 13.8 96.4
Total consideration 52.7 40.2 27.4 120.3
Of which contingent consideration (6.9) - (3.4) (10.3)
Of which to be paid in instalments - (1.0) (0.2) (1.2)
Acquired cash, cash equivalents and bank overdrafts (3.9) (3.5) (5.7) (13.1)
Net cash outfow 2012 41.9 35.7 18.1 95.7
Paid contingent consideration previous years 8.5
Net cash outfow 2012 arising from acquisition of subsidiaries
through business combinations 104.2
Upon fnalisation of the purchase price allocation of Arma an adjustment was made of the initial purchase price allocation
performed during mid-year 2012 of 11.4 million euro on goodwill and 18.2 million euro on intangible assets. This
adjustment mainly related to lower valuation of working capital items.
At year end 2012, all acquisition accounting was fnalised besides SSR and Polar. The initial accounting for Inviron,
Qbranch, Groupe Techsol Marine and Smith Group UK, acquired in 2011, was completed in 2012. As a result of the
fnalisation of the purchase price calculations the goodwill has been adjusted downward by 5.6 million euro.
The fair value of the trade and other receivables does not differ signifcantly from the present value of the receivables.
The goodwill is attributable mainly to the skills and technical talent of the work force and the synergies expected to be
achieved from executing the strategic plan of the Group. None of the goodwill recognised is expected to be deductible
for income tax purposes.
127
In general the contingent considerations are based upon targets with respect to (future) performance, mostly EBIT(A)
related and in combination with multiples and thresholds. The total of the actual contingent considerations ranges
between nil and 109 million euro (undiscounted). The total recorded (discounted) considerations as at 31 December 2012
amount to 44.3 million euro (31 December 2011: 54.0 million euro). The movements in the contingent consideration
during the years were as follows:
Contingent consideration
note 2012 2011
As at 1 January 54.0 26.2
Acquisitions 10.3 38.9
Reversals against goodwill (6.3) (1.0)
Change in fair value of contingent consideration 11 (6.1) (2.5)
Payments (8.5) (7.7)
Effect of movement in exchange rates 0.9 0.1
As at 31 December 44.3 54.0
Non-current 17.6 -
Current 26.7 54.0
44.3 54.0
Of the above amount, as at 31 December 2012 an amount of 6.9 million euro (discounted at 6% per annum) relates to
Arma. This contingent consideration, relating to the transfer of the remaining 20% of the shares of Arma, becomes due
in 2015. The maximum amount of the contingent consideration for this acquisition amounts to 90 million USD and is
based on the average EBIT for the years 2012 up to and including 2014, multiplied by 6.0.
The Group incurred acquisition-related costs of 3.8 million euro comprising external legal fees and due diligence costs,
mainly related to the acquisition of Arma, Capula Group and to unsuccessful acquisitions (2011: 3.7 million euro).
The legal fees and due diligence costs have been included in other expenses in the Groups consolidated proft and loss
account.
8 Total revenue and other income 2012 2011
Construction contracts 3,502.9 3,376.3
Services rendered 1,353.4 1,158.3
Sale of goods 558.0 513.9
Revenue 5,414.3 5,048.5
Result from the disposal of property, plant and equipment 12.2 (0.6)
Government grants 1.2 3.0
Other 5.2 13.9
Other income 18.6 16.3
Total 5,432.9 5,064.8
128
Other income 2012 includes the reversal of impairments on vendor loans for 4.9 million euro related to the sale of
subsidiaries in previous years. In 2011 other income included the remeasurement of the previously held equity interests
(F&M Asia) for 6.1 million euro and the proft on the disposal of subsidiaries of 6.0 million euro.
Geographical information
In presenting information on the basis of geographical areas, segment revenue is based on the location of the entity
that contracted the construction contract or service. Segment assets are based on the location of the entity that owns
the asset.
2012 2011
Germany 1,735.9 1,686.0
The Netherlands 1,039.9 1,160.7
Sweden 751.0 617.1
The UK 711.1 549.8
Belgium 208.5 193.1
Spain 156.7 184.2
Other countries 829.8 673.9
Total 5,432.9 5,064.8
There are no customers that account for more than 10% of annual total revenue.
Non-current assets
2012 2011
Germany 157.2 185.6
The Netherlands 294.7 281.3
Sweden 602.7 590.8
The UK 215.7 170.9
Belgium 15.7 11.6
Spain 81.3 50.3
Other countries 169.7 128.0
Total 1,537.0 1,418.5
9 Personnel expenses
2012 2011
Wages and salaries 1,320.5 1,215.1
Social security expenses 286.8 262.7
Contributions to defned contribution plans 40.3 26.8
Costs in respect of defned beneft plans 3.5 11.1
Restructuring 47.7 4.5
Share-based payments 5.8 4.3
Costs in respect of jubilee benefts 0.9 0.9
Total 1,705.5 1,525.4
129
Settlement of defned beneft plan
On 1 June 2012 the Imtech pension funds Board and the Participants Board decided to terminate the fund. The pensions
of some of the participants have been placed with Delta Lloyd Levensverzekering N.V. and the pensions of the remaining
participants have been placed with the Pensioenfonds Metaal en Techniek. The transfer of the inactive members to Delta
Lloyd and the transfers to Pensioenfonds Metaal en Techniek classify as a settlement under IAS 19. The transfers resulted
in settlement gain of 5.0 million euro (taking into account the effect of unrecognised actuarial gains and losses), included
under costs in respect of defned beneft plans, and a settlement payment to be made by the Company of around
3 million euro.
Restructuring
During 2012, the Group committed to a plan to restructure its organisation in the Benelux, Spain and Marine division due
to structural underperformances. The restructuring expenses amount to approximately 50 million euro, of which 47.7
million euro relates to employee termination benefts regarding redundancies of 900 employees and cost of idle time.
The remaining 2.3 million euro is included in other operating expenses. The restructuring is expected to be completed in
the frst half of 2013.
Share-based payments
In 2012 and the preceding years key staff were granted share options to ordinary shares in Royal Imtech N.V. The exercise
price is based on the share price at the time the share option rights were granted, i.e. the frst day that the Imtech shares
were quoted ex-dividend. The share options have a term of seven years and are conditional for the frst three years.
The vesting period is three years continuing service.
On termination of employment with the Company the conditional share option rights within the vesting period will
in principle lapse and the other share option rights must be exercised within three months. On change of control all
conditional share option rights become unconditional.
Fair value of share options and assumptions 2012 2011
Fair value at the grant date 4.66 euro 5.11 euro
Share price 22.00 euro 25.68 euro
Exercise price 22.00 euro 25.68 euro
Anticipated volatility 30.76% 27.63%
Term of share options 4.6 years 3.9 years
Assumed dividend yield 3.08% 2.68%
Risk-free interest rate (based on the yield on government bonds) 1.53% 2.89%
The anticipated volatility is based on historical volatility.
130
The number of share options granted to (former) employees, as well as the changes during the period,
are summarised below.
Granted in
Total 2012 2011 2010 2009 2008 2007 2006 2005
Number 7,927,205 1,146,500 1,194,000 1,188,500 1,234,500 1,193,455 722,250 676,500 571,500
Exercise price
(in euro) 22.00 25.68 23.60 11.27 16.91 18.50 13.80 8.30
Outstanding on
1 January 2012 4,673,710 - 1,169,000 1,088,000 1,147,500 759,210 360,750 130,750 18,500
Granted 1,146,500 1,146,500 - - - - - - -
Exercised (813,000) - - - (521,500) (203,500) (24,750) (44,750) (18,500)
Forfeited (180,000) (30,000) (60,000) (52,000) (20,000) (18,000) - - -

Outstanding on
31 December 2012 4,827,210 1,116,500 1,109,000 1,036,000 606,000 537,710 336,000 86,000 -
Exercisable on
31 December 2012 1,565,710 - - - 606,000 537,710 336,000 86,000 -
In 2012 the weighted average price of the share at the time the share options were exercised was 22.12 euro
(2011: 25.54 euro). On 31 December 2012 the weighted average remaining term of the outstanding share options was
4.4 years (31 December 2011: 4.6 years).
The costs of share-based payments recognised under personnel expenses are as follows:
2012 2011
Costs of share option scheme 5.2 3.7
Costs of share scheme 0.6 0.6
Total expense recognised under personnel expenses 5.8 4.3
131
Remuneration of the former Board of Management
In 2012 the remuneration of members of the former Board of Management amounted to 2,496,019 euro
(2011: 2,282,240 euro) and can be specifed as follows:
Base salary Variable salary
1
Pension and
social security expenses Total

2012 2011 2012 2011 2012 2011 2012 2011
In euro
R.J.A. van der Bruggen 736,050 701,000 555,192 500,625 202,582 190,467 1,493,824 1,392,092
B.R.I.M. Gerner 514,500 490,000 282,240 246,834 205,455 153,314 1,002,195 890,148
Total 1,250,550 1,191,000 837,432 747,459 408,037 343,781 2,496,019 2,282,240
1
Amounts paid relate to previous year performance.
Members of the former Board of Management also received an expense allowance which, in the context of agreements
with the tax authorities, is partially grossed.
The base salaries of the former Board of Management members were based on median levels of the reference market
consisting of larger Dutch companies. The Board of Management positions were compared to the market by the weight
and level of the functions. As of 1 January 2012, the base salaries of the former Chairman of the Board of Management
and the former CFO were increased by 5.0% (1 January 2011: 5.0% and 7.2% respectively).
The variable salary of the former Board of Management was determined on the basis of a combination of the
achievement of the Groups fnancial targets and personal targets. The performance of both members of the former
Board of Management was rated excellent on EBITA and revenue growth and very good on achievement of personal
targets. The level of short-term variable salary achieved in 2011 (paid out in 2012) was 79.2% of the 2011 base salary
(2011: 75.0%) for the former Chairman of the Board of Management (at target 55.0%) and 57.6% of the 2011 base
salary (2011: 54.0%) for the former CFO (at target 40.0%).
Considering the restated results of previous years, the former Board of Management has been requested to pay back the
variable salary they have received for the years 2010 and 2011. For 2012 no variable salary has been awarded to the
former Board of Management.
With regard to pension provisions, a fnal salary arrangement is applicable for the former Chairman of the Board of
Management and an average salary arrangement is applicable for the former CFO. The variable part of the salary of the
former Chairman of the Board of Management and the former CFO is, respectively, included in the pensionable salary
partly and fully.
The pension and social security expenses for 2012 exclude the crisis tax of 16% on taxable income, including expenses
related to share based payments, above 150,000 euro. For the former Chairman of the Board of Management this
amounts to 369,481 euro and for the former CFO 196,588 euro.
132
Former Board of Management share scheme
Shares in Royal Imtech N.V. are conditionally granted to the former Board of Management and may become
unconditional upon the achievement of strategic targets (50%) and Total Shareholders Return compared to the peer
group after a three-year period (50%). The strategic targets contain three elements: EBITA growth, revenue growth and
personnel targets. The fair value was determined, taking into account the terms and conditions upon which the shares
were awarded, after deduction of the discounted value of the expected dividends in the period that the shares are
conditional. The cost of the share scheme expensed during 2012 based on at target performance amounts to
322,628 euro (2011: 403,073 euro) for the former Chairman of the Board of Management and 285,052 euro
(2011: 201,603 euro) for the former CFO.
The most important assumptions used in the valuations of the former Board of Management share scheme were:
Fair value of shares and assumptions
2012 2011
Fair value at the grant date 19.49 euro 16.39 euro
Share price 22.00 euro 25.68 euro
Anticipated volatility (expressed as weighted average volatility) 30.76% 27.63%
Assumed dividend yield 3.08% 2.68%
Risk-free interest rate (based on the yield on zero-coupon
government bonds) 1.21% 2.59%
The number of shares granted conditionally (at target) is:
Total 2012 2011 2010
R.J.A. van der Bruggen 46,108 8,922 14,559 22,627
B.R.I.M. Gerner 37,101 14,032 11,448 11,621
Total 83,209 22,954 26,007 34,248
The number of shares granted conditionally to the former CFO in 2011 have been adjusted upwards by 3,816 shares due
to the fact that the share scheme will remain in full force until the end date of the employment contract in April 2014.
Adjustment vesting 2008 grant (2008 2010) and vesting 2009 grant (2009 2011)
Due to an error in the calculation, the score on the 2008 grant (2008 2010) was erroneously set at 123.5% instead of
128.5%. This was corrected in 2012 and resulted in an additional 1,405 shares being awarded unconditionally to the
former Chairman of the Board of Management and 464 shares being awarded unconditionally to the former CFO on
4 April 2012.
On 10 April 2012 55,203 of the shares (2011: 36,111) granted conditionally to the former Chairman of the Board of
Management and 28,352 of the shares (2011: 11,916) granted conditionally to the former CFO were awarded
unconditionally. The number of unconditionally awarded shares was determined on the basis of the achievement of
targets (score 123.5%, 2011: score 128.5%). Half of all the unconditionally awarded shares were sold in order to meet
the related tax liability.
133
On 7 March 2013 the Supervisory Board decided, given the current situation and on the basis of reasonableness and
fairness, to cancel all conditionally granted shares to the former Chairman of the Board of Management and the 2010
grant for the former CFO.
For the shares awarded unconditionally a lock up-period of two years, or until the termination of employment by the
Company if this is shorter, is applicable. The latter has come into effect when the former Chairman of the Board of
Management resigned on 3 April 2013. The same applies to the former CFO whose employment contract will end in
April 2014.
The number of unconditional shares held at 31 December 2012 and within the lock-up period is:
Total 2012 2011
R.J.A. van der Bruggen 44,956 26,901 18,055
B.R.I.M. Gerner 20,134 14,176 5,958
Total 65,090 41,077 24,013
On 31 December the members of the former Board of Management also held the following number of additional shares
in Royal Imtech N.V.:
2012 2011
R.J.A. van der Bruggen 145,270 98,973
B.R.I.M. Gerner 114,687 96,258
Total 259,957 195,231
For the former Chairman of the Board of Management 123,695 (2011: 77,398) and for the former CFO 44,687
(2011: 26,258) of these shares were related to the share scheme. The remainder of these shares have been acquired
on the stock market prior to 2012.
134
Remuneration of the Supervisory Board
The remuneration of the Supervisory Board for 2012 was 283,171 euro (2011: 259,305 euro) and can be specifed as
follows:
2012 2011
In euro
R.M.J. van der Meer
1+2
, Chairman 61,000 61,000
E.A. van Amerongen
2+3
46,000 45,083
A. van Tooren
1
45,000 45,000
A. Baan ( 5 April 2013)
1
45,500 42,500
J.J. de Rooij, since 6 April 2011 37,500 27,679
R.D. van Andel
3
, since 18 August 2011 42,750 15,152
G.J. de Boer-Kruyt
3
, until 6 April 2011 - 10,901
W.A.F.G. Vermeend
3
, until 6 April 2011 - 10,901
277,750 258,216
Social security expenses 5,421 1,089
Total 283,171 259,305
1
Member of the Audit Committee.
2
Member of the Remuneration/Nomination Committee. Mrs Van Andel since 1 July 2012.
3
Contact person for the Representative Bodies. Mr. Van Amerongen since 6 April 2011.
The remuneration of the Supervisory Board is determined by the General Meeting of Shareholders. The most recent
adjustment of the remuneration, effective as of 1 January 2010, was based on the median level of comparable companies
(Hay Group database) and will be reviewed every two to three years. As of 1 January 2010 the annual remuneration of
the Chairman, Vice-chairman and remaining members is 52,500, 41,500 and 37,500 euro respectively. The Chairman
and other members of the Audit Committee receive a supplementary annual fee of 7,500 and 5,000 euro respectively.
The Chairman of the Remuneration/Nomination Committee, the other member of the Remuneration/Nomination
Committee and the contact persons for the Representative Bodies receive a supplementary annual fee of 5,000,
3,500 and 3,500 euro respectively. All these fees for the Supervisory Board and all social security expenses are included
in the fgures stated above.
Supervisory Board members also receive a contribution towards expenses which, in the context of agreements with the
tax authorities, is partially grossed.
At the end of 2012 no Supervisory Board member held shares or options on shares in Royal Imtech N.V. (2011: the same).
135
Remuneration of the former Board of Management and Supervisory Board
The remuneration of the former Board of Management and the Supervisory Board can be summarised as follows:
2012 2011
In euro
Short-term employee benefts 2,365,732 2,196,675
Social security expenses 16,458 11,870
Pension expenses 397,000 333,000
Share-based payments 607,680 604,676
Total 3,386,870 3,146,221
10 Other expenses
note 2012 2011
Other indirect expenses 470.4 341.3
Impairment loss on trade receivables 29 106.2 32.4
Change in provisions (excluding restructuring related to personnel) 10.1 2.4
Research and development costs 6.4 6.3
Total 593.1 382.4
In 2012 the impairment loss on trade receivables mainly relates to Germany and Poland write offs. Reference is made
to note 3.
11 Net fnance result
note 2012 2011
Interest income 1.6 1.4
Expected return on plan assets (employee benefts) 26 6.3 10.3
Change in fair value of contingent consideration 6.1 2.5
Other fnance income 4.2 0.6
Finance income 18.2 14.8
Interest expense on fnancial liabilities measured at amortised cost (39.9) (24.6)
Interest on employee beneft obligations 26 (14.7) (19.7)
Net change in fair value of cash fow hedges transferred from equity (5.2) (11.0)
Net currency exchange loss (4.3) (1.8)
Other fnance expenses (20.0) (9.7)
Finance expenses (84.1) (66.8)
Net fnance result (65.9) (52.0)
Other fnance expenses includes amongst others bank guarantee fees, factoring fees and commitment and
utilization fees.
136
12 Income tax expense 2012 2011
Current year 34.5 29.6
Prior year adjustments (0.7) 0.3
Beneft from previously unrecognised tax losses (1.1) -
Current income tax expense 32.7 29.9
Origination and reversal of temporary differences (21.2) 12.1
Reduction in tax rate (4.1) (0.2)
Beneft from previously unrecognised tax losses (2.6) (0.5)
Deferred income tax expense (27.9) 11.4
Income tax expense 4.8 41.3
Reconciliation of effective tax rate
2012 2011
Weighted average statutory income tax rate 23.2% (51.5) 27.5% 38.8
Change in income tax rate 1.9% (4.1) (0.1%) (0.2)
Non-deductible expenses (6.2%) 13.7 3.5% 4.9
Tax exempt income 3.2% (7.0) (6.5%) (9.1)
Recognition previously unrecognised tax losses 1.7% (3.7) (0.3%) (0.5)
Current year losses for which no deferred tax asset recognised (26.3%) 58.1 5.0% 7.1
Under (over) provided in prior periods 0.3% (0.7) 0.2% 0.3
(2.2%) 4.8 29.3% 41.3
Current year losses for which no deferred tax asset is recognised (58.1 million euro) mainly relate to Poland (23.4 million
euro), Germany (8.5 million euro) and the Netherlands (16.6 million euro).
Taxes recognised directly in equity or other comprehensive income
In 2012 no current income tax was credited directly to equity (2011: the same). Income tax effect recognised in other
comprehensive income relates for an amount of 2.9 million euro (2011: 2.6 million euro) to cash fow hedges.
13 Current tax assets and liabilities
The net current tax liability of 17.5 million euro (2011: 28.1 million euro), comprising current tax receivables of
13.3 million euro (2011: 5.4 million euro) and current tax payables of 30.8 million euro (2011: 33.5 million euro),
relates to the net amount of tax payable for the reporting year and previous years.
137
14 Property, plant and equipment
Land and
buildings
Machinery
and
equipment Other PPE
PPE under
construc-
tion Total
Cost
As at 1 January 2011 80.2 44.0 207.7 3.7 335.6
Acquired through acquisitions 1.7 0.9 5.5 - 8.1
Additions 25.2 6.9 32.4 5.3 69.8
Disposals (2.2) (6.3) (14.9) (0.2) (23.6)
Reclassifcations 0.3 0.4 2.8 (3.5) -
Effect of movement in exchange rates 0.2 0.2 0.6 - 1.0
As at 31 December 2011 105.4 46.1 234.1 5.3 390.9
As at 1 January 2012 105.4 46.1 234.1 5.3 390.9
Acquired through acquisitions - 0.3 2.2 - 2.5
Additions 0.5 6.8 45.6 6.7 59.6
Disposals (24.0) (3.5) (19.1) - (46.6)
Reclassifcation to assets held for sale (25.9) - - - (25.9)
Reclassifcations (0.6) 2.6 (1.4) (0.6) -
Effect of movement in exchange rates 0.3 0.3 1.6 - 2.2
As at 31 December 2012 55.7 52.6 263.0 11.4 382.7
Depreciation and impairment losses
As at 1 January 2011 27.1 26.4 127.7 - 181.2
Depreciation charge for the year 2.8 5.5 27.0 - 35.3
Disposals (1.3) (4.9) (12.1) - (18.3)
Reclassifcations - 0.5 (0.5) - -
Effect of movement in exchange rates - 0.1 0.2 - 0.3
As at 31 December 2011 28.6 27.6 142.3 - 198.5
As at 1 January 2012 28.6 27.6 142.3 - 198.5
Depreciation charge for the year 2.6 6.0 31.3 - 39.9
Impairment loss 2.3 - - - 2.3
Disposals (11.6) (3.1) (14.6) - (29.3)
Reclassifcations (0.1) 0.8 (0.7) - -
Effect of movement in exchange rates - 0.1 0.4 - 0.5
As at 31 December 2012 21.8 31.4 158.7 - 211.9
Carrying amounts
As at 1 January 2011 53.1 17.6 80.0 3.7 154.4
As at 31 December 2011 76.8 18.5 91.8 5.3 192.4
As at 1 January 2012 76.8 18.5 91.8 5.3 192.4
As at 31 December 2012 33.9 21.2 104.3 11.4 170.8
Of which leased:
As at 31 December 2011 4.1 0.6 12.6 2.6 19.9
As at 31 December 2012 3.8 2.9 0.9 - 7.6
138
Impairments and reversals after recognition
During 2012 the Group recognised an impairment loss of 2.3 million euro on a building (2011: nil).
There were no reversals of impairments during 2012 (2011: nil).
Security
On 31 December 2012 property, plant and equipment with a carrying value of 4.2 million euro (31 December 2011:
26.7 million euro) was mortgaged as security for bank loans. The decrease relates to a property that is now classifed
as held for sale.
Leased property, plant and equipment
On 31 December 2012 a carrying amount of 7.6 million euro related to property, plant and equipment acquired
under a fnance lease (31 December 2011: 19.9 million euro).
Assets and liabilities held for sale
In 2012 it was decided to dispose the land and buildings developed for a data centre in Germany. Consequently,
the assets and related fnancing have been reclassifed to assets and liabilities held for sale respectively.
139
15 Goodwill and other intangible assets Goodwill

Software
Customer
relation-
ships/
contracts Technology Brands Total
Cost
As at 1 January 2011 829.4 39.2 151.6 22.9 24.2 1,067.3
Acquired through acquisitions 186.5 0.9 27.5 0.8 0.1 215.8
Additions - 8.9 8.2 - - 17.1
Developed internally - - - 5.4 - 5.4
Adjustment purchase price/fair value (10.7) - (2.3) - 1.7 (11.3)
Disposals (9.4) (0.4) (2.3) - - (12.1)
Effect of movement in exchange rates 10.2 0.1 1.7 0.1 0.2 12.3
As at 31 December 2011 1,006.0 48.7 184.4 29.2 26.2 1,294.5
As at 1 January 2012 1,006.0 48.7 184.4 29.2 26.2 1,294.5
Acquired through acquisitions 96.4 - 41.3 - 0.5 138.2
Additions - 12.3 0.5 0.9 - 13.7
Developed internally - - - 9.5 - 9.5
Adjustment purchase price/fair value (11.9) - 3.4 - - (8.5)
Disposals - (1.2) - - - (1.2)
Effect of movement in exchange rates 19.1 0.1 5.1 0.1 1.0 25.4
As at 31 December 2012 1,109.6 59.9 234.7 39.7 27.7 1,471.6
Amortisation and impairment losses
As at 1 January 2011 8.0 14.7 33.1 7.3 14.8 77.9
Amortisation for the year - 6.6 13.9 3.9 4.6 29.0
Disposals - (0.1) (0.4) - - (0.5)
Reclassifcations - - (0.1) - 0.1 -
Effect of movement in exchange rates - - 0.4 - 0.2 0.6
As at 31 December 2011 8.0 21.2 46.9 11.2 19.7 107.0
As at 1 January 2012 8.0 21.2 46.9 11.2 19.7 107.0
Amortisation for the year - 7.3 26.6 5.0 4.7 43.6
Impairment loss 20.0 - - 1.0 - 21.0
Disposals - (1.2) - - - (1.2)
Reclassifcations - 0.1 - (0.1) - -
Effect of movement in exchange rates - 0.2 1.1 (0.1) 0.3 1.5
As at 31 December 2012 28.0 27.6 74.6 17.0 24.7 171.9
Carrying amounts
As at 1 January 2011 821.4 24.5 118.5 15.6 9.4 989.4
As at 31 December 2011 998.0 27.5 137.5 18.0 6.5 1,187.5
As at 1 January 2012 998.0 27.5 137.5 18.0 6.5 1,187.5
As at 31 December 2012 1,081.6 32.3 160.1 22.7 3.0 1,299.7
140
Impairment test for cash-generating units containing goodwill
The impairment test for goodwill is carried out at a division level. This acknowledges the synergy between companies
within a division and also refects the lowest level within the Group at which goodwill is monitored for internal
management purposes, which equals the level of the Groups operating segments.
The following cash generating units (divisions) contain signifcant goodwill amounts:
2012 2011
Nordic 428.1 410.2
ICT 221.5 225.9
UK & Ireland 130.9 97.1
Marine 100.3 97.3
Traffc 66.8 59.4
Turkey 44.9 -
Benelux 38.0 37.0
Germany & Eastern Europe 28.8 28.8
Spain 22.3 42.3
Total 1,081.6 998.0
The recoverable amounts of the cash-generating units are based on value in use calculations. Management has projected
cash fows based on past experience and expected future market developments. Also it is assumed that cost effciencies
can and will be realised. The starting point for the calculations are cash fow forecasts based on the revised budget 2013
and the revised business plans for 2014 and 2015, as originally prepared during the regular budget and planning cycle of
the Group in November / December 2012 and as revised in March / April 2013. In light of the developments early 2013,
these budgets have been adjusted downwards by the new management of the Group and have been reviewed and
challenged, with assistance of external experts. The cash fows for the cash-generating units do not include cash fows
relating to the restructuring plan which was communicated by the Group in the press release of 23 April 2013, since the
Group was not committed to this restructuring as at 31 December 2012.
For the Benelux, due to the economic situation, recovery is expected to take longer than the forecast period until 2015.
Management expects that sustainable earnings will be achieved after 2015 at an EBITDA margin level of 2.3% and has
used this as basis for the cash fows in the terminal value.
The value in use is most sensitive to the EBITDA margin and the discount rate. EBITDA margins used in the cash fows for
the respective cash-generating units in the period 2013-2015 range from 1.2% to 6.5%; the weighted average EBITDA
margins used range between 4% and 5%. The terminal value growth rates for all cash-generating units amount to 2%.
The pre-tax discount rates are derived from the post-tax weighted average cost of capital as derived from external data.
The main assumptions in our current and previous year impairment test are:
141
Pre-tax discount rate Terminal value growth rate
2012 2011 2012 2011
Nordic 9.2% 8.6% 2.0% 2.5%
ICT 10.1% 9.4% 2.0% 2.3%
UK & Ireland 10.1% 8.9% 2.0% 4.8%
Marine 10.5% 9.2% 2.0% 0.5%
Traffc 9.6% 8.8% 2.0% 2.4%
Turkey 12.6% - 2.0% -
Benelux 9.2% 9.4% 2.0% 2.1%
Germany & Eastern Europe 10.0% 9.1% 2.0% 2.4%
Spain 14.6% 12.4% 2.0% 2.1%
Total 10.7% 9.1% 2.0% 2.2%
The pre-tax discount rates used in the impairment tests show an increase in 2012 as compared to 2011. This increase
mainly relates to an increase in the market risk premium used in the calculation of the discount rates, which is in line
with the developments in the European Union.
Impairment Spain
An impairment test performed in the third quarter of 2012 revealed, taking into account the signifcant lower level of
activity and proftability for the medium and long-term, that the recoverable amount of the cash-generating unit Spain
was estimated to be lower than the carrying amount, resulting in an impairment charge of 20 million euro. This
impairment was triggered by a downward adjustment in the third quarter 2012 of the 2012 EBITDA outlook and the
medium and long-term expectations of the Spain activities. The expectations with respect to the market were adjusted,
amongst others resulting from changed views on some (major) client relations and contracts. This has also led to the
decision to execute a signifcant restructuring, amongst others involving the release of 70 employees and (partial) closing
of business locations. The cash fows prepared during the third quarter of 2012 were further challenged and again
confrmed by the in depth review of the revised budgets performed early 2013.
Sensitivity analysis
The goodwill impairment test did not reveal any impairments as at 31 December 2012, taking into account the
impairment of Spain already included in the third quarter of 2012.
With respect to the cash-generating unit Turkey, the impairment test revealed that the headroom between the value
in use and the carrying amount is limited, amongst others due to the recent date of acquisition. Therefore, a change in
underlying assumptions in the impairment test for Turkey, such as an increase of the discount rate by 1% or a decrease
in EBITDA levels by 10%, would lead to an impairment charge.
Regarding the cash-generating units Spain and Turkey, an (adverse) change in the underlying assumptions, ceteris
paribus, would almost directly lead to an impairment charge. EBITDA margins for 2015 included in the value in use
calculation for 2015 are 4.1% and 6.2% respectively.
For both the cash-generating units Marine and Benelux, the key assumption for the value in use calculation is that the
cash fows anticipate a recovery of the proftability to the Groups targets from 2013 onwards, towards an EBITDA margin
of 5.3% and 2.3% respectively in 2015. This improvement is amongst others related to the restructuring which was
already started in the second half year of 2012 and an expected recovery of the business performance. Would the
business performance not recover, the carrying amount of the cash-generating units may materially exceed its recoverable
amount and goodwill recognised amounting to 138 million euro may not be recoverable. With respect to the
cash-generating unit Marine, the value in use exceeds the carrying amount by 25 million euro. With respect to the cash
generating unit Benelux, the value in use exceeds the carrying amount by 85 million euro.
142
Regarding the cash-generating unit Marine, an increase of the WACC to a percentage 11.4% or an EBITDA margin in
2015 of 4.9% (ceteris paribus) would result in a value in use which would equal the carrying amount. For the Benelux
a decrease of the EBITDA margin in 2015 to 1.6% (ceteris paribus) would result in a value in use which would equal the
carrying amount.
For all other cash generating units, management believes that a reasonably possible change in the above key assumptions
(such as an increase in discount rate by 1% or a decrease in EBIT levels by 10% during the forecast period) would not
cause the carrying amount of the cash-generating units to exceed its recoverable amount.
Impairment of intangible assets other than goodwill
Except for the impairment (1 million euro) of internally developed technology there were no specifc indicators of
impairment for intangibles other than goodwill. Where relevant these intangibles were included in the carrying amount
of the goodwill impairment test of the respective cash-generating units. The major part of the customer relationships/
contracts relates to the cash-generating unit Nordic, which shows suffcient headroom in the goodwill impairment test.
Reversal of impairment losses
No impairments of intangible assets were reversed in the year under review (2011: the same).
16 Investments in associated companies and joint ventures
In 2012 IHC Systems B.V., the Netherlands (50%) was the most important associate and Innolumis Public
Lighting B.V., the Netherlands (50%) was the most important joint venture.
The share in assets, liabilities, revenue and profts of the associates and joint ventures can be specifed as follows:
2012
Non-
current
assets
Current
assets
Non-
current
liabilities
Current
liabilities Equity Revenue Cost
Proft /
(loss)
Associated companies 7.3 11.2 6.6 8.1 3.8 21.5 19.6 1.9
Joint ventures 0.4 3.4 0.1 3.8 (0.1) 15.6 16.0 (0.4)
7.7 14.6 6.7 11.9 3.7 37.1 35.6 1.5
Results other investments 1.4
Total 2.9
2011
Non-
current
assets
Current
assets
Non-
current
liabilities
Current
liabilities Equity Revenue Cost
Proft /
(loss)
Associated companies 7.7 11.7 6.8 9.8 2.8 24.0 21.8 2.2
Joint ventures 0.2 2.6 0.1 3.5 (0.8) 24.7 24.5 0.2
7.9 14.3 6.9 13.3 2.0 48.7 46.3 2.4
Results other investments (2.4)
Total -
143
17 Non-current receivables and other investments note 2012 2011
Finance lease assets 4.1 4.6
Derivatives at fair value 29 - 1.2
Other investments 13.2 12.6
Other non-current receivables 11.5 6.4
28.8 24.8
The fnance lease receivables mature as follows:
Principal < 1 year 2.2 2.1
Principal 1 5 years 4.3 4.8
Principal > 5 years 0.9 1.2
7.4 8.1
Interest < 1 year (0.1) (0.1)
Interest 1 5 years (0.8) (1.0)
Interest > 5 years (0.3) (0.4)
(1.2) (1.5)
Present value of the minimum lease payments < 1 year 2.1 2.0
Present value of the minimum lease payments 1 5 years 3.5 3.8
Present value of the minimum lease payments > 5 years 0.6 0.8
Total 29 6.2 6.6
Other non-current receivables include vendor loans provided in respect of sale of subsidiaries for an amount
9.0 million euro (2011: 5.1 million euro).
On 31 December 2012 other investments with a carrying amount of 4.0 million euro were pledged.
18 Deferred tax assets and liabilities
Recognised deferred tax assets and liabilities
The composition of deferred tax assets and liabilities in relation to temporary differences and tax losses is as follows:
Assets Liabilities Difference
2012 2011 2012 2011 2012 2011
Property, plant and equipment 14.2 11.5 (2.3) (2.4) 11.9 9.1
Intangible assets 0.5 0.9 (37.6) (37.4) (37.1) (36.5)
Due from customers 7.9 6.3 (52.4) (46.5) (44.5) (40.2)
Trade and other receivables 0.8 2.4 (22.3) (2.4) (21.5) -
Employee benefts 13.5 14.4 (0.3) (0.4) 13.2 14.0
Provisions 5.9 0.4 (0.8) (2.4) 5.1 (2.0)
Other items 15.2 12.6 (32.8) (26.1) (17.6) (13.5)
Value of recognised tax loss carry forwards 48.4 11.9 - - 48.4 11.9
106.4 60.4 (148.5) (117.6) (42.1) (57.2)
Netting of tax assets and liabilities (72.4) (48.6) 72.4 48.6 - -
Total 34.0 11.8 (76.1) (69.0) (42.1) (57.2)
144
On 31 December 2012 no deferred tax liabilities relating to investments in subsidiaries were accounted for
(31 December 2011: nil).
Unrecognised deferred tax assets
The Group has not recognised deferred tax assets that relate to unused tax losses amounting to 305.0 million euro
(2011: 59.8 million euro) and deductible temporary differences amounting to 1.2 million euro (2011: 1.2 million euro).
Deferred tax assets have not been recognised in respect of these items, because based upon the level of historical taxable
income and projections for taxable income in the foreseeable future, management of the Group believes that it is not
suffciently probable that (future) taxable profts will be available to beneft from these items.
At the end of 2012, 135.1 million euro (2011: 12.0 million euro) of the unrecognised tax losses will expire within fve
years. These losses mainly relate to Poland. In the Netherlands the losses will start to expire in 2021. The losses in
Germany can be carried forward for an indefnite period of time.
Movements in deferred taxes during the year
As at 1
January
2011
Acquisi-
tions/
deconsoli-
dations
Recog-
nised in
2011
result
Recog-
nised in
other
compre-
hensive
income
Effect of
move-
ment in
exchange
rates
As at 31
December
2011
Property, plant and equipment 9.5 0.4 (0.8) - - 9.1
Intangible assets (35.5) (5.7) 5.0 - (0.3) (36.5)
Due from customers (25.2) (4.2) (10.8) - - (40.2)
Trade and other receivables (1.5) 0.4 1.1 - - -
Employee benefts 14.2 0.4 (0.6) - - 14.0
Provisions (2.1) 0.9 (0.8) - - (2.0)
Other items (12.6) (0.4) (3.1) 2.6 - (13.5)
Value of recognised tax loss carry forwards 12.9 0.4 (1.4) - - 11.9
Total (40.3) (7.8) (11.4) 2.6 (0.3) (57.2)
As at 1
January
2012
Acquisi-
tions/
deconsoli-
dations
Recog-
nised in
2012
result
Recog-
nised in
other
compre-
hensive
income
Effect of
move-
ment in
exchange
rates
As at 31
December
2012
Property, plant and equipment 9.1 0.1 2.8 - (0.1) 11.9
Intangible assets (36.5) (10.3) 10.8 - (1.1) (37.1)
Due from customers (40.2) (0.4) (3.7) - (0.2) (44.5)
Trade and other receivables - - (21.3) - (0.2) (21.5)
Employee benefts 14.0 (0.1) (0.9) - 0.2 13.2
Provisions (2.0) (0.3) 7.3 - 0.1 5.1
Other items (13.5) 2.5 (3.5) (2.9) (0.2) (17.6)
Value of recognised tax loss carry forwards 11.9 - 36.4 - 0.1 48.4
Total (57.2) (8.5) 27.9 (2.9) (1.4) (42.1)
Included in the value of recognised tax loss carry forwards is an amount relating to the tax loss carry forward in the
Netherlands of 14.2 million euro. On the basis of tax planning strategies and revised budgets which show a recovery
to a proftable business, it is probable that this deferred tax asset will be realised.
145
19 Inventories 2012 2011
Raw and auxiliary materials 18.6 18.6
Semi-fnished goods 1.5 5.4
Finished goods 59.9 51.5
Total 80.0 75.5
In 2012, the write down of inventories to net realisable value amounted to 0.8 million euro (2011: 1.9 million euro).
20 Due from/to customers
2012 2011
Due from
customers
Due to
customers Balance
Due from
customers
Due to
customers Balance
Cumulative incurred costs plus proft in proportion to progress 1,796.3 849.4 2,645.7 1,925.6 729.9 2,655.5
Progress billings (1,081.7) (1,084.1) (2,165.8) (1,235.9) (989.4) (2,225.3)
Provisions for losses (141.8) (73.3) (215.1) (85.6) (38.3) (123.9)
Balance 572.8 (308.0) 264.8 604.1 (297.8) 306.3
The increase in the net amount of provisions for losses mainly relates to project losses in Germany and Poland. We refer
to note 2 and 3.
The above amounts do not include contingent receivables from customers arising from claims which are not probable to
be realised. The fnancial outcome of these claims can only be estimated within a broad band width. The best estimate
of the realisable value of these claims is 21 million euro (31 December 2011: 20 million euro).
The determination of the proft in proportion to the stage of completion and the provision for losses is based on
estimates of the costs and revenues of the relating projects.
As at 31 December 2012 the capitalised interest amounted to 1.2 million euro with a capitalisation rate of 0.8%
(31 December 2011: 1.2 million euro and 0.8% respectively).
Included in due from customers on 31 December 2012 is an amount of 20.3 million euro (31 December 2011:
16.1 million euro) which will not be paid until specifed conditions are fulflled (retentions) in respect of contracts for
third parties.
21 Trade and other receivables

note 2012 2011
Trade receivables 29 1,128.6 1,133.6
Other receivables 29 187.3 127.8
Trade receivables due from associated companies and joint ventures 29 3.5 8.3
Current portion of non-current receivables 3.1 2.0
Derivatives at fair value 29 0.1 0.6
Total 1,322.6 1,272.3
146
22 Cash, cash equivalents and bank overdrafts note 2012 2011
Bank balances 375.4 385.4
Deposits available on demand 8.1 39.7
Other cash and cash equivalents 1.6 0.7
Cash and cash equivalents 29 385.1 425.8
Bank overdrafts 25 (314.3) (214.3)
Cash, cash equivalents and bank overdrafts in the consolidated statement
of cash fows 70.8 211.5
23 Equity
Share capital
Number of ordinary shares
2012 2011
Outstanding as at 1 January 87,943,977 87,373,851
Stock dividend 1,313,134 1,172,942
Repurchased own shares (1,048,846) (1,082,974)
Issued against payment in cash 813,000 434,000
Issued under the share scheme 85,424 46,158
Outstanding as at 31 December fully paid up 89,106,689 87,943,977
On 31 December 2012 the authorised share capital comprised 360 million (31 December 2011: 360 million) ordinary
shares divided into 120 million (31 December 2011: 120 million) ordinary shares, 180 million (31 December 2011:
180 million) preference shares and 60 million (31 December 2011: 60 million) fnancing preference shares. The par value
of the shares amounts to 0.80 euro. The holders of shares are entitled to dividend, as is announced, and are entitled to
cast one vote per share when decisions are taken by the General Meeting of Shareholders. These rights do not apply
to shares in the Company held by the Group until these shares are transferred. On 31 December 2012 the issued share
capital amounted to 94,059,916 (31 December 2011: 92,746,782) ordinary shares. All issued shares are fully paid up.
Stichting Imtech has option rights to the preference shares (see section Corporate Governance). Royal Imtech N.V. has
also granted share options and shares conditionally (see below under Reserve for own shares).
Translation reserve
The translation reserve includes all currency differences arising from the translation of the fnancial statements of foreign
operations, as well as from the translation of liabilities by which the net investments of the Company in a foreign
subsidiary are hedged and also the effects of currency hedges of net investments.
Hedging reserve
The hedging reserve comprises the effective portion of the cumulative net movement in the fair value of cash fow
hedging instruments in respect of hedged transactions that have not yet occurred.
Reserve for own shares
The reserve for own shares comprises the purchase price of the own shares held by the Company. On 31 December 2012,
4,953,227 (31 December 2011: 4,802,805) own shares were held by the Company to cover the obligations arising
from the share scheme for the former Board of Management and the share option scheme (see pages 132 and 129
respectively).
147
Dividend
After the balance sheet date the Board of Management, with the approval of the Supervisory Board, proposed not to pay
a dividend for 2012. In 2012 a dividend of 0.70 euro per outstanding ordinary share was paid out in cash or shares
(2011: 0.65 euro).
24 Earnings per share 2012 2011
Result attributable to non-controlling interests (6.7) (3.7)
Result attributable to shareholders of Royal Imtech N.V. (net result) (233.0) 95.8
Basic earnings per share
The calculation of the basic earnings per share on 31 December 2012 was based on a loss attributable to holders of
ordinary shares of 232,988,000 euro (2011: proft of 95,800,000 euro) and an average number of ordinary shares
outstanding during 2012 of 88,375,606 (2011: 87,493,069) calculated as follows:
Weighted average number of ordinary shares 2012 2011
Issued ordinary shares 94,059,916 92,746,782
Effect of own shares held (5,235,835) (4,855,234)
Effect of stock dividend (448,475) (398,479)
Average number of ordinary shares during the year 88,375,606 87,493,069
Diluted earnings per share
The calculation of the diluted earnings per share at 31 December 2012 was based on the attribution of loss amounting to
232,988,000 euro (2011: proft of 95,800,000 euro) to holders of ordinary shares and an average number of ordinary
shares outstanding during 2012 of 89,048,383 (2011: 88,556,756) corrected for potential dilution, calculated as follows:
Weighted average number of ordinary shares (diluted) 2012 2011
Average number of ordinary shares during the year 88,375,606 87,493,069
Effect of share option scheme 569,226 899,302
Effect of share scheme 103,551 164,385
Average number of ordinary shares (diluted) during the year 89,048,383 88,556,756
At 31 December 2012 2,967,833 share options (31 December 2011: 1,901,333) were excluded from the diluted
weighted average number of ordinary share calculations as their effect would have been antidilutive.
148
25 Loans and borrowings
The Groups liabilities are specifed as follows:
Non-current liabilities note 2012 2011
Syndicated bank loans - 405.1
Senior notes - 227.5
Other bank loans 1.1 29.2
Finance lease liabilities 16.8 15.3
Contingent consideration 17.6 -
Total 42.7 680.3
Current liabilities note 2012 2011
Current portion of syndicated bank loans 488.3 93.9
Current portion of senior notes 326.3 -
Bank overdrafts 22 314.3 214.3
1,128.9 308.2
Current portion of other bank loans 5.8 10.8
Current portion of fnance lease liabilities 5.5 5.4
11.3 16.2
Total 1,140.2 324.4
Loan covenants and loan classifcation
The syndicated loan facility contains (market-standard) covenants. The covenants included in the senior notes facilities
are in alignment with the covenants as agreed upon in the syndicated bank facilities. The relevant covenant ratios as per
31 December 2012 are:
Requirement Actual
Interest coverage ratio (EBIT / interest income and expense of
interest-bearing debt) > 4.0 (3.6)
Leverage ratio (average of net interest-bearing debt at half year end and year
end / EBITDA) < 3.0 (16.8)
As at 31 December 2012, the loan covenants as included in the syndicated bank loans and senior notes facilities were not
met. On 15 June 2013, the Group reached agreement with its main fnanciers regarding a waiver and amendment
agreement. For further details on the terms and conditions of this waiver and amendment, we refer to note 4 and 33.
Due to not meeting the covenant requirements as at 31 December 2012, the Company does not have the unconditional
right to defer settlement of the liability for at least twelve months after the reporting period with respect to the
syndicated bank loans and senior notes. Accordingly, the carrying value of the syndicated bank loans of 488.3 million
euro and the senior notes of 327.2 million euro have been reported as current liabilities.
149
Syndicated bank loans
The Group has a syndicated bank facility of 700 million euro, concluded in November 2010. The term of this syndicated
bank facility is 5 years, expiring 1 November 2015. This multi-currency revolving facility is on a committed and unsecured
basis (before adjustment in the waiver and amendment agreement, reference is made to note 4 and 33). The facility has
been provided by a syndicate of eleven banks: ABN AMRO Bank, BNP Paribas, Commerzbank, ING Bank, KBC Bank,
Nordea Bank, Rabobank, the Royal Bank of Scotland, Barclays Bank, Banque LB Lux and NIBC Bank.
The credit facility includes a change of control clause.
As at 31 December 2012, an amount of 488.3 million euro was drawn under this facility (31 December 2011:
405.1 million euro).
The interest rate on these drawdowns has been partly fxed via interest rate swaps and as at 31 December 2012 the
weighted average interest rate was 1.9% (31 December 2011: 3.0%).
Senior notes
The Group issued senior unsecured notes by means of a private placement in the United States of America,
the United Kingdom and the Netherlands in December 2011. The transaction size was the equivalent of 300 million USD.
The currency breakdown of the notes was: 186 million USD, 25 million euro and 50 million GBP. The placement consisted
of fve different tranches:
20 million USD, maturing in December 2016;
25 million euro, maturing in December 2016;
50 million GBP, maturing in December 2021.
The Group has converted all fxed-interest 186 million USD notes into euro by means of cross currency swaps.
The weighted average euro fxed interest rate on these 186 million USD notes was 5.6% as at 31 December 2012
(31 December 2011: 5.6%). The interest rates on the euro and GBP tranches were fxed for the full tenor of the notes,
4.6% and 5.4% respectively. The senior notes facility includes a change of control clause.
In June 2012 the Group issued a second private placement for a total of 100 million euro. The issue consists of 2 tranches
of 50 million euro each with 7 and 9 years maturities respectively. The interest rates on the tranches were fxed for the
full tenor of the notes, 3.8125% and 4.24% respectively. The proceeds of the placement were used to refnance existing
debt. The senior notes facility includes a change of control clause.
Additional credit facilities (bilateral facilities)
In addition to the above-mentioned facilities, the Group has a number of uncommitted credit facilities in place,
amounting to 350 million euro. Furthermore, several current account facilities and cash pool facilities have been provided
to subsidiaries. These uncommitted facilities are also with certain of its core relationship banks.
Apart from the above-mentioned credit facilities, the Company also has a number of bank guarantee facilities in place,
amounting to 780 million euro. These facilities relate to, amongst others, advance payment guarantees, performance
guarantees as well as warranty guarantees. As at 31 December 2012, 497.3 million euro was outstanding under these
facilities (31 December 2011: 434.2 million euro). In addition also a number of guarantee facilities have been made
available to subsidiaries via other fnancial institutions for an amount of aproximately 700 million euro, of which
aproximately 450 million euro was outstanding as at 31 December 2012.
150
Other bank loans and fnance lease liabilities
Other bank loans and fnance lease liabilities have been agreed against generally accepted conditions. The average
maximum remaining term is 3.4 years (2011: 4.7 years) and the average interest rate of the liabilities outstanding is 3.7%
(2011: 5.1%).
Property, plant and equipment with a carrying amount of 4.2 million euro (2011: 26.6 million euro) have been provided
as security for bank loans.
Finance lease liabilities 2012 2011
Principal < 1 year 5.8 5.9
Principal 1 5 years 15.8 11.8
Principal > 5 years 1.6 4.3
23.2 22.0
Interest < 1 year (0.3) (0.5)
Interest 1 5 years (0.5) (0.7)
Interest > 5 years (0.1) (0.1)
(0.9) (1.3)
Present value of the minimum lease payments < 1 year 5.5 5.4
Present value of the minimum lease payments 1 5 years 15.3 11.1
Present value of the minimum lease payments > 5 years 1.5 4.2

Total 22.3 20.7
151
26 Employee benefts
The Group contributes towards a number of defned beneft pension plans on the basis of which employees receive
pension payments after their retirement. In general the amount received by an employee on retirement depends on
factors such as age, (average) salary and the number of years of service. A (conditional) indexing of pension payments
is applicable for some plans. Such plans are applicable in the Netherlands, Germany, Belgium, Sweden, Norway, Austria
and Turkey.
On 1 June 2012 the Imtech pension funds Board and the Participants Board decided to terminate the fund. The pensions
of some of the participants have been placed with Delta Lloyd Levensverzekering N.V. and the pensions of the remaining
participants have been placed with the Pensioenfonds Metaal en Techniek. The transfer of the inactive members to Delta
Lloyd and the transfers to Pensioenfonds Metaal en Techniek classify as a settlement under IAS 19. The pensions plan for
the active participants who have been transferred to the insurance company, remain a defned beneft plan as Imtech has
a liability for this population due to an unconditional indexation during active service. The plan assets at the insurance
company are reported under Plan assets managed by insurance company as there is no split to asset categories available
from the insurance company due to the nature of the insurance contract. The effects of the resulting settlement
(we refer to note 9) are incorporated in the overviews shown below.
Most of the Dutch employees participate in an industry-wide pension scheme organised by the Pensioenfonds Metaal en
Techniek. This schemes benefts include a life-long pension (from age 65) and a next of kin (or survivors) pension in
accordance with a conditional indexed average salary system. It is not possible to calculate the present value of Imtechs
pension liabilities and the value of its plan assets because the industry-wide pension scheme exposes the participating
company to a number of risks that cannot be allocated to the participating company in a consistent and reliable manner.
This industry-wide pension scheme is, therefore, classifed as a defned contribution plan. Based on the guidelines and
principles of the industry-wide pension fund, the degree of cover (investments divided by liabilities) amounts to 92%
at the end of 2012 (end of 2011: 88.5%). The industry-wide pension fund has written a recovery plan which has been
approved by De Nederlandsche Bank. Included in the recovery plan is a reduction of the pension allowance of 6.3%.
The aim of these measures is to achieve the required degree of cover of 105%.
2012 2011
Present value of unfunded obligations 199.6 166.7
Present value of funded obligations 68.1 230.2
Total present value of obligations 267.7 396.9
Fair value of plan assets (60.6) (259.7)
Present value of net obligations 207.1 137.2
Unrecognised actuarial gains and (losses) (49.6) 26.3
Unrecognised past service costs (0.1) (0.9)
Recognised liability for defned beneft plans 157.4 162.6
Liability related to jubilee events 7.1 6.5
Total 164.5 169.1
152
The plan assets comprise: 2012 2011
Plan assets managed by insurance company 78% 0%
Equity securities 0% 16%
Debt securities 0% 65%
Property and other 22% 19%
Total 100% 100%
Movements in the present value of defned beneft obligations 2012 2011
Present value of defned beneft obligations as at 1 January 396.9 368.9
Assumed in a business combination 0.5 0.2
Benefts paid (13.0) (17.8)
Current service costs 9.0 11.1
Interest on obligation 14.7 19.7
Contributions participants 2.1 3.0
Actuarial gains and losses 57.4 13.3
Curtailment and settlement (201.2) (1.0)
Adjustment purchase price/fair value (0.2) -
Reclassifcations 0.2 -
Liabilities disposed of through sale of subsidiaries - (0.7)
Effect of movement in exchange rates 1.3 0.2
Present value of defned beneft obligations as 31 December 267.7 396.9
Movements in the fair value of plan assets 2012 2011
Fair value of plan assets as at 1 January 259.7 240.8
Contributions paid 10.3 13.2
Benefts paid (5.7) (10.5)
Expected return on plan assets 6.3 10.3
Actuarial gains and (losses) 3.1 7.4
Curtailment and settlement (213.2) (1.5)
Effect of movement in exchange rates 0.1 -
Fair value of plan assets as at 31 December 60.6 259.7
The estimated employer contributions to be paid to funded defned beneft plans in 2013 amount to about
5 million euro.
Expenses recognised in proft or loss 2012 2011
Current service costs 9.0 11.1
Interest on obligation 14.7 19.7
Expected return on plan assets (6.3) (10.3)
Amortisation of actuarial gains or losses (0.4) (0.7)
Amortisation of past service costs (0.1) 0.5
Curtailment, settlement and other (5.0) 0.2
Total 11.9 20.5
153
The total expense is recognised under the following items in the proft and loss account:
2012 2011
Personnel expenses 3.5 11.1
Finance expenses 14.7 19.7
Finance income (6.3) (10.3)
Total 11.9 20.5
Actual return on plan assets 9.4 17.7
Actuarial assumptions (in weighted averages) 2012 2011
Discount rate as at 31 December 3.7% 4.9%
Expected return on plan assets as at 1 January 3.9% 4.3%
Future salary increases 2.9% 2.5%
Future pension increases 1.6% 1.1%
As of 2012 the applicable mortality tables in the Netherlands have been changed from AG Prognosetafel 2010-2060 with
correction factors to AG Prognosetafel 2012-2062.
The overall expected return from fund investments amounting to 3.9% (2011: 4.3%) is determined taking into account
the expected long-term return on the plan investments and taking into account the current and expected future spread
of the investments over the different investment categories.
Historical information 2012 2011 2010 2009 2008
Present value of defned beneft obligations 267.7 396.9 368.9 361.1 329.7
Fair value of the plan assets (60.6) (259.7) (240.8) (210.6) (184.2)
Defcit of the pension plans 207.1 137.2 128.1 150.5 145.5
Experience adjustments 2012 2011 2010 2009 2008
Arising on the liabilities for defned beneft plans (1.5) (12.2) (2.3) (0.1) (5.8)
Arising on plan assets (3.1) (7.4) (15.8) (5.9) 62.8
154
27 Provisions
Warranties
and claims Restructuring Other Total
As at 1 January 2011 10.6 0.9 2.5 14.0
Assumed in a business combination 2.5 1.6 0.6 4.7
Provisions made during the year 3.2 5.4 0.4 9.0
Provisions used during the year (3.1) (5.9) (0.5) (9.5)
Provisions released during the year (1.4) (0.7) - (2.1)
Effect of movement in exchange rates 0.1 - - 0.1
As at 31 December 2011 11.9 1.3 3.0 16.2
Non-current 6.0 - 2.1 8.1
Current 5.9 1.3 0.9 8.1
11.9 1.3 3.0 16.2
As at 1 January 2012 11.9 1.3 3.0 16.2
Assumed in a business combination 0.1 - - 0.1
Provisions made during the year 8.5 47.7 2.9 59.1
Provisions used during the year (0.1) (24.4) (0.3) (24.8)
Provisions released during the year (0.3) (0.9) (0.1) (1.3)
Adjustment purchase price/fair value (0.8) (0.1) - (0.9)
Reclassifcations to and from other balance sheet items (3.0) - 5.0 2.0
Reclassifcations (0.4) 0.4 - -
Effect of movement in exchange rates 0.2 - 0.1 0.3
As at 31 December 2012 16.1 24.0 10.6 50.7
Non-current 4.8 - 8.2 13.0
Current 11.3 24.0 2.4 37.7
16.1 24.0 10.6 50.7
Warranties and claims
The provision for warranty liabilities relates primarily to projects completed during the fnancial years 2011 and 2012.
The provision is based on estimates based on historical warranty data related to similar projects. The Group expects the
liabilities will be settled in the following two years. Various signifcant claims have been made against the Group, most of
which relate to work performed by the Group. These claims are being contested vigorously. A provision has been formed
for the expected costs related to claims or, where appropriate, receivables on the claiming customers have not been
recognised. Settlement of these claims could take several years.
Restructuring
The provision for restructuring primarily relates to the restructuring in the Benelux, Spain and Marine. Reference is made
to note 9.
Other provisions
Other provisions mainly relate to provisions for site restoration and onerous rental contracts. The provisions are based
on the obligation that the Group has with counterparties involved and represent the best estimate of the obligation.
The majority of these provisions have an estimated maturity between 2 and 4 years.
155
28 Trade and other payables note 2012 2011
Trade payables 890.8 846.6
Other liabilities and accrued expenses 624.3 482.8
Contingent consideration 7 26.7 54.0
Total 1,543.7 1,388.2
Other liabilities and accrued expenses include VAT payable, personnel accruals and other accruals.
29 Financial instruments
In the context of its normal business operations the Group faces credit, liquidity, foreign currency and interest rate risks.
The Groups overall risk management programme focuses on the unpredictability of fnancial markets and seeks to
minimise potential adverse effects on the Groups fnancial performance. The Group uses derivative fnancial instruments
to hedge certain foreign currency and interest rate risk exposures.
Credit risk
Credit risk is the risk of fnancial loss to the Group if a customer or counterparty to a fnancial instrument fails to meet its
contractual obligations, and arises principally from the Groups receivables from customers, investment securities and
cash and cash equivalents.
Management of the Group has drawn up a credit policy and the credit risk is monitored constantly. The Groups exposure
to credit risk is infuenced mainly by the individual characteristics of each customer. The Group has a diversifed customer
base, predominantly spread over Europe. Where necessary, customers are subjected to a credit check and use is made
of various banking products (bank guarantees, letters of credit, etc.) and advance payments. Credit risk insurance is
rarely used.
As a result of the developments in Germany and Poland and the resulting write offs (we refer to note 3) substantial
impairment charges have been made on trade and other receivables. Consequently, the Group has re-assessed and
reinforced the credit risk policy and is in the process of reinforcing/strengthening credit control procedures.
Management of the Group has drawn up a policy with respect to cash and cash equivalents. Cash is mainly held in cash
pools, which are spread throughout various countries in various currencies. Operationally, these cash pools are netted,
reducing net outstanding cash balances. Cash balances are held with reputable banks, primarily in the European Union.
On the balance sheet date there were hardly any substantial concentrations of credit risk.
The carrying amount of the fnancial assets represents the maximum credit risk and was on the balance sheet date:
note 2012 2011
Non-current receivables and other investments 17 28.8 24.8
Trade receivables 21 1,132.1 1,141.9
Other receivables 21 190.5 130.4
Total 1,736.5 1,722.9
156
On the balance sheet date the aging of the trade receivables was as follows:
2012 2011
Gross Impairment Gross Impairment
Not past due 771.0 3.2 807.1 0.2
Past due 1 to 60 days 189.0 5.6 148.7 0.6
Past due 61 to 180 days 50.2 4.8 59.7 1.2
Past due 181 days to one year 126.3 57.2 46.8 11.9
Past due more than one year 153.9 87.5 143.0 49.5
Total 1,290.4 158.3 1,205.3 63.4
The gross amounts refect the amount of revenue recognised plus value added tax, if any. Amounts billed to the
customer, but which are not probable to result in revenue and consequently have not been recognised, are not included
in the gross amount. This is particularly relevant for the amounts past due more than 181 days, for which the amounts
billed are signifcantly higher than the gross amounts shown. Amounts past due more than one year predominantly relate
to customers who dispute the receivables and in various cases have fled counterclaims. The impairment is based on
managements best estimate of amounts recoverable, but these estimates are uncertain. The Group believes that the
unimpaired amounts are still collectible, based on historic payment behaviour and analysis of customer credit risk,
including underlying customers credit ratings, when available.
In those instances where a receivable is disputed in court, the realisation of the receivable depends on the outcome
of the proceedings. The trade receivables include an amount of 5.0 million euro (net of impairment) relating to
receivables disputed in legal proceedings for which in frst instance an adverse ruling was obtained and where the Group
subsequently appealed or intends to appeal this decision (31 December 2011: 6.0 million euro). In these instances the
Group is of the opinion that it has a strong case to prevail.
Movements in the allowance for impairment in respect of trade receivables during the year are as follows:
note 2012 2011
As at 1 January 63.4 32.1
Assumed in a business combination - 0.1
Impairment loss recognised during the year 10 108.1 33.2
Allowance used during the year (16.1) (1.2)
Reversal of impairments during the year 10 (1.9) (0.8)
Reclassifcation from provisions 3.0 -
Effect of movement in exchange rates 1.8 -
As at 31 December 158.3 63.4
157
The (increase in the) allowance for impairment in respect of trade receivables 2012 mainly relates to the irregularities
identifed in Germany and Poland. We refer to note 2 and 3.
Liquidity risk
The primary objective of liquidity management is to safeguard, as far as possible, suffcient liquidity enabling the Group
to meet its current and future payment obligations. The Group aims for suffcient credit facilities as well as a well-spread
maturity schedule. For this purpose, the Group has at its disposal a number of (un)committed credit facilities (reference is
made to note 21).
The table on page 158 indicates the contractual maturities of the fnancial liabilities, including interest payments, the
periods in which the cash fows associated with cash fow hedges are expected to occur and the fair value of the related
hedging instruments. This table is also indicative of the periods in which the cash fows associated with derivatives that
are cash fow hedges are expected to impact proft or loss. The interest rate swaps are derivatives used as hedging
instruments for cash fow hedges.
Due to not meeting the covenant requirements as at 31 December 2012, the Group does not have the unconditional
right to defer settlement of the liability for at least twelve months after the reporting period with respect to the
syndicated bank loans and senior notes. Accordingly, the carrying values of the syndicated bank loans of 488.3 million
euro and the senior notes of 327.2 million euro have been reported as due within six months. However, since on 15 June
2013 the Group has obtained a waiver from its lenders in respect of the non-compliance with the loan covenants as
at 31 December 2012, the repayment of the syndicated bank loans and senior notes will not be performed within six
months, but in accordance with the original loan schedules, for which reference is made to note 4 and note 25.
158
Carrying
amount
Con-
tractual
cash fows
< 6
months
6 12
months
1 2
years
2 5
years > 5 years
31 December 2012
Non-derivative fnancial liabilities
Syndicated bank loans 488.3 488.3 488.3 - - - -
Senior notes 326.3 327.2 327.2 - - - -
Other bank loans 6.9 7.3 4.8 1.4 1.1 - -
Finance lease liabilities 22.3 24.1 4.0 2.4 13.6 4.1 -
Contingent consideration (non-current) 17.6 19.0 - - 10.7 8.3 -
Bank overdrafts 314.3 314.3 314.3 - - - -
Trade and other payables 1,541.8 1,541.8 1,434.7 95.1 5.4 3.1 3.5
Derivative fnancial liabilities
Cross currency swaps used for hedging 7.2 7.2 7.2 - - - -
Interest rate swaps 1.2 1.2 - 1.2 - - -
Forward currency contracts 0.6 0.8 0.8 - - - -
Total 2,726.5 2,731.2 2,581.3 100.1 30.8 15.5 3.5
31 December 2011
Syndicated bank loans 499.0 543.6 5.3 99.9 13.0 425.4 -
Senior notes 227.5 332.1 5.8 5.8 23.4 73.0 224.1
Other bank loans 40.0 43.3 3.7 9.1 5.4 9.6 15.5
Finance lease liabilities 20.7 22.2 5.8 4.5 4.6 6.6 0.7
Bank overdrafts 214.3 214.3 214.3 - - - -
Trade and other payables 1,383.4 1,383.4 1,284.3 56.4 15.9 23.2 3.6
Derivative fnancial liabilities
Interest rate swaps 5.1 5.2 2.7 1.5 1.0 - -
Forward currency contracts 2.9 2.9 2.9 - - - -
Total 2,392.9 2,547.0 1,524.8 177.2 63.3 537.8 243.9
Foreign currency transaction risk
Foreign currency transaction risks faced by the Group arise from both purchases and sales, including contracts with
customers related to projects to be executed, and fnancing liabilities expressed in currencies other than the functional
currency of the Group entities, predominantly the euro, the Swedish krona the British pound and the US dollar. Virtually
all purchases and sales take place in the functional currency of the respective Group entities. Almost all purchases and
sales in a currency other than the functional currency are hedged via forward currency contracts, swaps as well as bank
overdrafts in foreign currencies. The Group classifes forward currency contracts and swaps as cash fow hedges and
states them at fair value.
Foreign currency translation risk
The Group is exposed to foreign currency translation risks by means of investments in and long-term loans to foreign
subsidiaries. This foreign currency translation risk is in principle not hedged, under the assumption that foreign currency
fuctuations and interest and infation developments balance out in the long run. The translation risk relates primarily to
the Swedish, British and Turkish subsidiaries.
At the end of 2012 the Group has SEK denominated loans amounting to 500 million SEK in place (2011: 500 million SEK
and 40 million GBP respectively). This loan is intended as an economic hedge of the translation effect of the results of
159
the Swedish subsidiaries. Further, the Group had undertaken cross currency swaps in respect of the senior notes
converting fxed 186 million USD into fxed euro borrowings with different tenors, with a reference amount of
137.0 million euro.
The Group classifes cross currency swaps as cash fow hedges and states them at fair value.
During 2012 no material ineffectiveness has been recognised in proft or loss in relation to cash fow hedges and net
investment hedges (2011: nil).
The most important exchange rates during the fnancial year were:
Average rate Rate on balance sheet date
2012 2011 2012 2011
GBP/euro 1.23 1.15 1.23 1.20
SEK/euro 0.11 0.11 0.12 0.11
USD/euro 0.78 0.72 0.76 0.77
Interest rate risk
The objective of the Groups policy is to fx at least 50% of the interest rate profle of the net debt position as per
year-end. In line with this, the Group has arranged interest rate swaps, for which hedge accounting has been applied.
As at 31 December 2012 the Group had undertaken interest rate swaps with a reference amount of 65 million euro
(31 December 2011: 162 million euro consisting of 150 million in euro and 10 million in British pounds). The Group
classifes interest rate swaps as cash fow hedges and states them at fair value.
Interest rates may be impacted by the credit rating of the company. Furthermore, non-compliance with loan covenants
may impact the interest rates or other loan terms and conditions. The irregularities in Germany and Poland and the
non-compliance with loan covenants as at 31 December 2012 have impacted the credit rating of the Group. As part
of the waiver obtained on 15 June 2013, it was amongst others agreed with the lenders that the margin on the loans
to be paid was increased. We refer to note 4 and note 25.
On the balance sheet date the interest rate profle of the Groups interest-bearing fnancial instruments was as follows:
note 2012 2011
Instruments with a fxed interest rate
Finance lease receivables (non-current and current) 17 6.2 6.6
Other non-current receivables (including current portion) 17 14.6 8.4
Secured bank loans 25 (5.2) (31.8)
Unsecured bank loans 25 (0.1) (3.1)
Unsecured senior notes 25 (326.3) (227.5)
Finance lease liabilities 25 (22.3) (20.7)
Total (333.1) (268.1)
Instruments with a variable interest rate
Secured bank loans 25 (1.6) (4.8)
Unsecured bank loans 25 (488.3) (499.3)
Bank overdrafts 25 (314.3) (214.3)
Total (419.1) (292.6)
160
A 1% change in the interest rate as per balance date would mean the result and equity would increase or decrease by
the amounts shown in the following table. These fgures assume that all other variables, and currency exchange rates in
particular, remain constant. Tax effects have also not been taken into account.
Sensitivity analysis Result Equity
Amount 1% increase 1% decrease 1% increase 1% decrease
31 December 2012
Instruments with a variable interest rate:
Current (418.1) (4.2) 4.2 - -
Non-current (1.0) - - - -
Total (419.1) (4.2) 4.2 - -
Interest rate swaps
Current 65.0 0.7 (0.7) 0.3 (0.3)
Cash fow sensitivity (net) (354.1) (3.5) 3.5 0.3 (0.3)
31 December 2011
Instruments with a variable interest rate:
Current 115.6 1.2 (1.2) - -
Non-current (408.2) (4.1) 4.1 - -
Total (292.6) (2.9) 2.9 - -
Interest rate swaps
Current 97.0 1.0 (1.0) 0.6 (0.6)
Non-current 65.0 0.7 (0.7) 1.0 (1.0)
Cash fow sensitivity (net) (130.6) (1.2) 1.2 1.6 (1.6)
The interest rate swaps and cross currency swaps taken out in 2012 amount to 65.0 million euro and 137.0 million euro
respectively and comply with the Groups interest rate policy, that at least 50% of the interest rate exposure of the net
debt position as at 31 December 2012 has been hedged (31 December 2011: 162.0 million euro and 137.0 million euro
respectively).
The position in respect of the cash, cash equivalents and bank overdrafts, which have variable interest rates and are not
hedged, fuctuated throughout the year as the need to fnance working capital changed.
161
Fair value
The summary below shows the carrying amounts of the fnancial instruments:
2012 2011
Fair value hedging instruments
Cross currency swaps used for hedging:
Assets (non-current) - 1.2
Liabilities (non-current) (7.2) -
Forward currency contracts used for hedging:
Assets (current) 0.1 0.6
Liabilities (current) (0.7) (2.9)
Interest rate swaps used for hedging:
Liabilities (current) (1.2) (1.9)
Liabilities (non-current) - (3.2)
(9.0) (6.2)
Loans and receivables
Finance lease receivables
1
6.2 6.6
Other non-current receivables
1
12.5 6.4
Trade and other receivables
2
1,319.4 1,269.7
Cash and cash equivalents 385.1 425.8
1,723.2 1,708.5
Other fnancial liabilities
Bank loans
1
(495.2) (539.0)
Senior notes (326.3) (227.5)
Finance lease liabilities
1
(22.3) (20.7)
Contingent consideration
1
(44.3) (54.0)
Trade and other payables
3
(1,515.1) (1,329.4)
Bank overdrafts (314.3) (214.3)
(2,717.5) (2,384.9)
1
Non-current and current.
2
Excluding current portion of the non-current receivables and derivatives (shown separately).
3
Excluding derivatives (shown separately).
As at 31 December 2012 the fair value of the senior notes amounts to 336.7 million euro (31 December 2011:
233.1 million euro). The carrying amounts of fnancial instruments measured other than at fair value, approximated
their fair values on the balance sheet date.
Determination of fair values
The most important methods and principles applied when estimating the fair value of fnancial instruments included in
the summary are described on the next page.
162
Derivatives
The fair value of forward exchange contracts is based on their quoted market price if available. If no quoted market price
is available the fair value is estimated by discounting the difference between the contracted and actual forward price for
the remaining term based on a risk-free interest rate (based on government bonds).
The fair value of interest rate swaps is based on broker quotes. These quotes are tested for reasonableness by discounting
estimated future cash fows based on the terms and maturity of each contract and using market interest rates for similar
instruments at the measurement date. Fair values refect the credit risk of the instrument and include adjustments to take
account of the credit risk of the Group entity and counterparty where appropriate.
Fair value is calculated on the present value of future principal and interest cash fows, discounted at the market rate of
interest at the reporting date. For fnance leases the market rate of interest is determined by reference to similar lease
agreements.
Trade and other receivables / trade and other payables
The nominal value of receivables and liabilities that fall due within one year is assumed to refect the fair value.
All other receivables and liabilities are made current to determine the fair value.
Fair value hierarchy
The various fair value valuation methods can be defned as follows:
Level 1: quoted market prices (not corrected) in active markets for identical assets or liabilities.
Level 2: input that is not a quoted market price as specifed under level 1 and that is verifable for the asset or liability
either directly (in the form of a price) or indirectly (i.e. derived from a price).
Level 3: input related to the asset or liability that is not based on verifable market data (non-verifable input).
As at 31 December 2012 all cross currency swaps, forward currency contracts and interest rate swaps used for hedging
are classifed under Level 2 (31 December 2011: the same).
30 Operating lease contracts
The amounts owing in respect of non-cancellable operating lease contracts mature as follows:
2012 2011
< 1 year 103.8 101.2
1 5 years 235.6 229.7
> 5 years 115.4 107.5
Total 454.8 438.4
The Group leases buildings and other property, plant and equipment on the basis of operating leases. The lease contracts
generally have a term of a limited number of years with an option for extension. None of the lease contracts involve
conditional lease instalments. In the fnancial year 2012 an expense of 118.4 million euro was recognised in proft or loss
for operating leases (2011: 98.5 million euro).
31 Related parties
Identity of related parties
There is a related party relationship with key management, Stichting Pensioenfonds Imtech in liquidatie, associates and
joint ventures and non-controlling interests.
163
Transactions with related parties
Key management
We refer to note 9.
Stichting Pensioenfonds Imtech in liquidatie
The employer contributions paid to Stichting Pensioenfonds Imtech in liquidatie amounts to 6.4 million euro
(2011: 8.3 million euro).
Group companies
The following are the most relevant active group companies.
Company
Country of incorporation
2012 2011
Imtech ICT Austria GmbH Austria
100% 100%
Imtech Belgium N.V. Belgium
100% 100%
Fritz & Macziol Software and Computervertrieb GmbH Germany
100% 100%
Imtech Contracting GmbH Germany
100% 100%
Imtech Deutschland GmbH & Co. KG Germany
100% 100%
Imtech Suir Engineering Ltd. Ireland
100% 100%
Imtech Bolashak LLC Kazakhstan
50% 50%
NVS AS Norway
100% 100%
Imtech Polska Sp. z.o.o. Poland
100% 100%
Imtech Spain S.L. Spain
100% 100%
NEA Installation AB Sweden
100% 100%
NVS Installation AB Sweden
100% 100%
QBranch AB Sweden
100% 100%
Sydtotal AB Sweden
100% 100%
Imtech Building Services B.V. The Netherlands
100% 100%
Imtech ICT Communication Solutions B.V. The Netherlands
100% 100%
Imtech Industrial Services B.V. The Netherlands
100% 100%
Imtech Industry International B.V. The Netherlands
100% 100%
Imtech Marine Netherlands B.V. The Netherlands
100% 100%
Imtech Traffc & Infra B.V. The Netherlands
100% 100%
Capula Group Ltd. The UK
100% -
Imtech Meica Ltd. The UK
100% 100%
Imtech Process Ltd. The UK
100% 100%
Inviron Ltd. The UK
100% 100%
Peek Traffc Ltd. The UK
100% 100%
Smith Group UK Ltd. The UK
100% 100%
AE Arma-Elektropan AS Turkey
80% -
Associates
During 2012 associated companies purchased goods and services from the Group for an amount of 5.6 million euro
(2011: 8.6 million euro). Transactions with associated companies are conducted at arms length. On 31 December 2012
associates owed the Group 0.5 million euro (31 December 2011: 7.3 million euro).
Joint ventures
During 2012 joint ventures purchased goods and services from the Group for an amount of 12.3 million euro
(2011: 7.1 million euro). On 31 December 2012 joint ventures owed the Group 3.0 million euro
(31 December 2011: 1.0 million euro). Transactions with joint ventures are conducted at arms length.
164
Non-controlling interests
In 2012 the Group acquired 80% of the shares of Arma and the remaining 20% is held by the previous owners.
On 31 December 2012 these owners owed the Group 5.9 million euro of which 5.1 million euro originates as from
the date of the acquisition. Transactions with the shareholders of the remaining 20% are conducted at arms length.
32 Contingent assets and liabilities
As explained in note 2 and 3 irregularities have been identifed in respect of fnancial reporting on project results,
valuation of receivables and payments to subcontractors in Germany and Poland. Over the past months, these
irregularities have been further investigated and underlying documentation has been analysed and where necessary
reconstructed. The Group is currently investigating whether the outcome of the investigations will lead to recovery claims
including recovery under insurance policies taken out by the Group. These claims are inherently uncertain and, therefore,
do not lead to recognition of a receivable in the balance sheet or to a disclosure of a contingent asset at this time.
In reaction to the irregularities, the Group has taken several remedial actions. Various managers and employees have
been suspended, dismissed or stepped down. Relationships with various third parties have been terminated. The Group
may also seek to recover damages from individuals and entities concerned. It is possible that the irregularities and the
measures taken by the Group to mitigate and prevent these irregularities in the future will lead to claims against the
Group. As of today, no credible claims have been fled against the Group and no reliable estimate can be made of
potential claims against the Group.
The irregularities included transactions with an external company. Various transactions have occurred with this company
with limited or no business rationale, such as payments. In addition to these payments, Imtech Germany accepted liability
and / or issued guarantees for obligations incurred by entities related to this company and provided comfort letters to
third parties promising to secure liabilities of this company. Also assets have been pledged as a security for these liabilities.
In relation to the foregoing the Group is exposed to claims from this company and other third parties. Guarantees that
have been drawn after the balance sheet date have been provided for. For the other guarantees and comfort letters,
no estimate can be made of the possible fnancial impact.
Internal and external (forensic) investigations performed as a result of the irregularities identifed in Germany and Poland
have revealed that certain exposures exist with respect to mainly corporate income tax and value added tax. As of today,
insuffcient information is available for a detailed assessment of the tax exposure. To date no assessments relating to the
items under investigation have been raised by the respective tax authorities, and it is diffcult to assess if and when, and if
so, for what amount, any particular assessment might be raised. The interpretation of past facts and circumstances and
relevant tax laws and regulations may further be open to challenge.
The Group has engaged external advisors to assist in determining the potential fnancial impact of these exposures.
As far as these exposures can be suffciently estimated, provisions have been included in the 2012 fnancial statements.
With respect to another foreign subsidiary, risks were identifed mainly relating to the period prior to the acquisition.
The potential exposure relating to this risk may amount to 25 million euro. The part of the risk dating from the period up
to the acquisition is the risk of the sellers and should be indemnifed by them if and when it materialises. This is partly
guaranteed by an escrow account.
165
33 Subsequent events
After the balance sheet date, a number of subsequent events have occurred. Below we have highlighted some signifcant
items.
Irregularities
Early 2013 year reasonable suspicion of irregularities was obtained in respect of fnancial reporting in Germany and
Poland. Reference is made to note 2, 3 and 32 for further details. Payments resulting from the irregularities have been
made in 2013 for an amount of 8 million euro.
Refnancing
Loan covenants
After the identifcation of the irregularities in Germany and Poland, it was identifed that Imtech was not going to meet
its year-end 2012 bank covenants. Although formal covenant testing had not yet taken place, Imtech and its main
fnanciers (including the holders of unsecured senior notes and the largest guarantee holders) entered into discussions.
On 20 March 2013 Imtech reached an agreement with the main fnanciers on the provisional continuation,
until 1 august 2013, of their outstanding facilities as at that date.
On 15 June 2013 Imtech has obtained a waiver with respect to the non-compliance with loan covenants as per
31 December 2012.
Reference is made to note 4 and 25 for further details.
Rights issue
One of the measures in respect of the going concern assumption is an intended rights issue of 500 million euro, which is
expected to be fnalised in the summer of 2013. Reference is made to note 4 for further details.
In 2013 the Group is incurring signifcant costs relating to the investigation of the irregularities, refnancing and rights
issue. The total thereof is expected to amount to approximately 110 million euro and will partly be allocated to the rights
issue and partly to amortised costs of the loans. The remainder will be directly charged to the proft and loss account.
Business combination subsequent to 31 December 2012
On 18 January 2013 the Group obtained control over multidisciplinary technical services player EMC Talotekniikka
(580 employees, around 100 million euro annual revenue) by acquiring 100% of the shares.
This new Imtech company is active in the buildings and industry markets (new construction, maintenance and
management) in Finland, with nationwide coverage. The total purchase consideration amounts to 11.6 million euro
(including contingent consideration based on results 2012). As of the date of this report the purchase price allocation
of this acquisition was not yet fnalised; the preliminary assessment of the goodwill and intangible assets relating to this
acquisition amounts to 14.8 million euro.
Restructuring 2013
On 23 April 2013, the Group has announced a reorganisation in order to strengthen the competitiveness and proftability
of our companies in the Netherlands and Germany. This mainly concerns capacity reductions in the offce buildings
market and the Infra business in response to the changed market conditions. The total anticipated reorganisation charges
in 2013 will amount to approximately 80 million euro and will lead to a loss of 1,300 jobs, particularly in the Netherlands
and Germany.
Other
On 26 April 2013 the Vereniging van Effectenbezitters (VEB) has announced that they, on behalf of the holders of Imtech
shares, will hold responsible the former Board of Management, Imtech and the Supervisory Board of Imtech for the
damages that shareholders have incurred as a result of the (alleged) misrepresentation and misleading communication
on prior period results. To date no estimate can be made of the fnancial consequences, if any, of this claim.
166
Company balanCe sheet
In millions of euro, before appropriation of proft
1
Assets
1 Property, plant and equipment 0.9 0.8
2 Intangible assets 195.9 199.6
3 Financial fxed assets 1,043.2 1,226.3
Total fxed assets 1,240.0 1,426.7
4 Receivables 21.0 32.7
Cash and cash equivalents 106.6 116.2
Total current assets 127.6 148.9
Total assets 1,367.6 1,575.6
Equity
5 Share capital 75.2 74.2
6 Share premium reserve 208.6 209.6
7 Translation reserve 7.3 (1.6)
8 Revaluation reserve 6.1 6.1
9 Other reserves 482.7 432.7
10 Unappropriated result (233.0) 95.8
Total equity 546.9 816.8
Liabilities
11 Provisions 16.2 28.4
12 Due to Group companies 261.9 161.9
13 Non-current liabilities - 328.2
Total non-current liabilities 278.1 518.5
Due to banks 43.3 190.5
Due to Group companies 27.7 9.7
13 Syndicated bank loans 430.0 -
14 Other liabilities 41.6 40.1
Total current liabilities 542.6 240.3
Total shareholders equity and liabilities 1,367.6 1,575.6
1
Restated in accordance with IAS 8.
167
Company profit and loss aCCount
In millions of euro
2012 2011
1
Result from participations after taxation (194.1) 124.4
Other income and expenses after taxation (38.9) (28.6)
Net result (233.0) 95.8
1
Restated in accordance with IAS 8.
168
notes to the Company finanCial statements
In millions of euro
Principles of valuation for the fnancial statements
In determining the principles for the valuation of assets and liabilities and the determination of result for its company
fnancial statements, the Company has made use of the option offered in Article 2:362 Clause 8 of the Netherlands Civil
Code. This means that the accounting policies for the valuation of assets and liabilities and the determination of result
(hereafter accounting policies) applied to the company fnancial statements are the same as those applied for the
consolidated fnancial statements. Article 402, Book 2 of the Netherlands Civil Code is applied, which allows a simplifed
company proft and loss account in the company fnancial statements in the event that a comprehensive proft and loss
account is included in the consolidated Group fnancial statements. Participations over which a signifcant infuence is
exercised are recognised at net asset value, whereby the net asset value is determined on the basis of the accounting
policies applied in the consolidated fnancial statements (see pages 108 to 120).
Restatements
Prior period errors have been identifed in the divisions Germany & Eastern Europe, Benelux and Spain. The prior period
errors have been corrected in the fnancial statements 2012, in accordance with IAS 8. We refer to section 3 of the
consolidated fnancial statements.
The impact of the restatements in the company fnancial statements relate to fnancial fxed assets, shareholders equity
and result from participations after taxation.
1 Property, plant and equipment 2012 2011
Carrying amount on 1 January 0.8 0.9
Acquired 0.3 0.1
Depreciation (0.2) (0.2)
Carrying amount on 31 December 0.9 0.8
Specifed as follows:
Cost 1.3 1.0
Cumulative depreciation (0.4) (0.2)

2 Intangible assets Goodwill
Other
intangible
assets Total
Carrying amount as at 1 January 2012 198.2 1.4 199.6
Investments - 0.5 0.5
Amortisation - (0.6) (0.6)
Adjustment purchase price/fair value (3.6) - (3.6)
Carrying amount as at 31 December 2012 194.6 1.3 195.9
Specifed as follows:
Cost 194.6 3.6 198.2
Cumulative amortisation and impairment - (2.3) (2.3)
169
3 Financial fxed assets 2012 2011
Participating interests in group companies 1,027.4 1,214.8
Receivables from group companies 6.8 6.2
Other participating interests 9.0 5.3
Total 1,043.2 1,226.3
Participating interests in group companies
Participating interests in group companies are stated at the net asset value and the movement was as follows:
2012 2011
Balance as at 31 December 2010 1,224.0
Adjustments according to IAS 8 (54.7)
Balance as at 1 January 1,214.8 1,169.3
New investments - 12.1
Increase in investments 39.0 4.8
Deconsolidation (2.8) 1.7
Results (194.1) 124.4
Dividends received (37.2) (94.0)
Effect of changes in exchange rates 18.1 (3.5)
Movement in hedging reserve of investments (9.4) (0.3)
Other movements (1.0) 0.3
Balance as at 31 December 1,027.4 1,214.8
A list of group companies and other investments compiled in accordance with Article 379, Book 2 of the Netherlands
Civil Code has been fled at the Commercial Registry Offce in Rotterdam.
4 Receivables 2012 2011
Receivables from Group companies 10.2 23.0
Taxes and social security premiums 0.6 0.4
Other receivables and accruals 10.2 9.3
Total 21.0 32.7
5 Share capital
On 31 December 2012 the number of outstanding ordinary shares with a par value of 0.80 euro was 89,106,689
(31 December 2011: 87,943,977). On 31 December 2012 the issued capital amounted to 94,059,916 ordinary shares
(31 December 2011: 92,746,782) of which 4,953,227 (31 December 2011: 4,802,805) were held by the Company to
cover the obligations arising from the share scheme for the former Board of Management and the share option scheme
(see pages 132 and 129 respectively).
170
6
Share premium reserve
2012 2011
Balance as at 31 December 208.6 209.6
Comprises:
Distribution subject to taxation 8.6 8.6
Distribution exempt from taxation 200.0 201.0
Total 208.6 209.6
In 2012 1.0 million euro was charged to the tax-free distributable share premium reserve (2011: 1.0 million euro)
as a result of the stock dividend.
7 Translation reserve 2012 2011
Balance as at 1 January (1.6) 0.5
Effect of movement in exchange rates on the valuation of investments 8.9 0.8
Other movements - (2.9)
Balance as at 31 December 7.3 (1.6)
8 Revaluation reserve 2012 2011
Balance as at 1 January 6.1 -
Addition - 6.1
The revaluation reserve relates to a remeasurement of a previously held equity interest in 2011. This legal reserve will be
reversed upon disposal of the underlying subsidiary.
9 Other reserves
2012 2011
Balance as at 1 January 432.7 387.6
Proft appropriation 64.1 59.7
Purchased own shares (24.7) (28.3)
Share options exercised in ordinary shares 10.5 7.3
Share-based payments 5.8 4.3
Movements in hedge reserve (4.8) 5.3
Transfer to revaluation reserve - (6.1)
Acquisition of non-controlling interests (0.9) -
Other movements - 2.9
Other reserves include legal reserves relating to capitalised R&D expenses for an amount of 11.1 million euro (2011:
3.6 million euro) and non-distributed profts of group and/or associated companies for an amount of 3.4 million euro
(2011: 2.8 million euro). The purchase price of the repurchased shares has been deducted from the other reserves.
171
10 Unappropriated result
Proposed appropriation of result: 2012 2011
Dividend payable on ordinary shares - 61.6
To transfer to other reserves (233.0) 34.2
Total (233.0) 95.8
11 Provisions
Deferred
tax liabilities Pensions
Warranties
and claims Total
Balance as at 1 January 2011 8.8 1.7 6.9 17.4
Additions 11.5 0.5 - 12.0
Withdrawals - - (1.0) (1.0)
Balance as at 31 December 2011 20.3 2.2 5.9 28.4
Balance as at 1 January 2012 20.3 2.2 5.9 28.4
Withdrawals (8.3) (1.9) (2.0) (12.2)
Balance as at 31 December 2012 12.0 0.3 3.9 16.2
12 Due to Group companies
As at 31 December 2012, the average remaining term is 7.8 years and the weighted average interest rate is 4.8%
(31 December 2011: 9.0 years and 5.3% respectively).
13
Non-current liabilities
2012 2011
Syndicated bank loans - 325.0
Derivatives at fair value - 3.2
Total - 328.2
As at 31 December 2012, the syndicated bank loans in the amount of 430 million euro have been reclassifed to
current liabilities. Reference is made to note 25 of the consolidated fnancial statements.
14
Other liabilities
2012 2011
Taxes and social security premiums 4.8 0.9
Derivatives at fair value 1.2 1.6
Various liabilities 35.6 37.6
Total 41.6 40.1
172
Contingent assets and liabilities
Royal Imtech N.V. has issued a declaration of joint and several liability for the majority of its Dutch subsidiaries on the
grounds of Article 403 Book 2 of the Netherlands Civil Code. In addition, Royal Imtech N.V. has provided separate
guarantees as additional security on behalf of subsidiaries relating to the fulflment of specifcally defned contractual
commitments to third parties. These parent company warranties relate to so-called advance payment warranties in the
technical contracting sector and purely performance warranties. A large part of these warranties have been given for
companies for which the aforementioned declaration of joint and several liability was issued and fled at the Commercial
Registry Offce. On the balance sheet date the liabilities of these subsidiaries amounted to 1,070 million euro (2011:
865 million euro). Royal Imtech N.V. is also jointly and severally liable for the debts of its subsidiaries by virtue of the
credit, senior notes and guarantee facilities. Finally, as the parent company of the fscal unities with regard to corporate
income tax and value added tax Royal Imtech N.V. is severally liable for the tax liabilities of these fscal unities.
Furthermore, reference is made to note 32 to the consolidated fnancial statements.
15 Auditors fees
With reference to Section 2:382a of the Netherlands Civil Code, KPMG has charged the following fees to the Company,
its subsidiaries and other consolidated entities:
2012 2011

KPMG
Accountants
N.V.
Other KPMG
network Total KPMG
KPMG
Accountants
N.V.
Other KPMG
network Total KPMG
Audit of fnancial statements 5.7 6.5 12.2 1.2 2.4 3.6
Other audit services - - - 0.2 - 0.2
Tax advisory services - 1.1 1.1 - 0.9 0.9
Other non-audit services - 1.0 1.0 - 0.8 0.8
Total 5.7 8.6 14.3 1.4 4.1 5.5
The members of the Board of Management have signed the annual report and fnancial statements in fulflment of their
legal obligations on the grounds of Article 2:101 Clause 2 of the Netherlands Civil Code and Article 5:25 c Clause 2 sub
C of the Financial Supervision Act. The members of the Supervisory Board have signed the fnancial statements in
fulflment of their legal obligations on the grounds of Article 2:101 Clause 2 of the Netherlands Civil Code.
Gouda, 18 June 2013
Supervisory Board Board of Management
R.M.J. van der Meer G.J.A van de Aast, CEO
E.A. van Amerongen
A. van Tooren
J.J. de Rooij
R.D. van Andel
173
174
To the Shareholders of Royal Imtech N.V.
independent auditors report
Report on the fnancial statements
We have audited the accompanying fnancial statements 2012 of Royal Imtech N.V., Gouda (statutory seat in Rotterdam).
The fnancial statements include the consolidated fnancial statements and the company fnancial statements. The
consolidated fnancial statements comprise the consolidated balance sheet as at 31 December 2012, the consolidated
proft and loss account, the consolidated statement of comprehensive income, the consolidated statement of changes
in equity, the consolidated statement of cash fows for 2012, and notes, comprising a summary of the signifcant
accounting policies and other explanatory information. The company fnancial statements comprise the company balance
sheet as at 31 December 2012, the company proft and loss account for 2012 and the notes, comprising a summary of
the accounting policies and other explanatory information.
Managements responsibility
Management is responsible for the preparation and fair presentation of these fnancial statements in accordance with
International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the
Netherlands Civil Code, and for the preparation of the report of the Board of Management in accordance with Part 9 of
Book 2 of the Netherlands Civil Code. Furthermore, management is responsible for such internal control as it determines
is necessary to enable the preparation of the fnancial statements that are free from material misstatement, whether due
to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these fnancial statements based on our audit. We conducted our audit in
accordance with Dutch law, including the Dutch Standards on Auditing. This requires that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the fnancial statements
are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fnancial
statements. The procedures selected depend on the auditors judgment, including the assessment of the risks of material
misstatement of the fnancial statements, whether due to fraud or error. In making those risk assessments, the auditor
considers internal control relevant to the entitys preparation and fair presentation of the fnancial statements in order
to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion
on the effectiveness of the entitys internal control. An audit also includes evaluating the appropriateness of accounting
policies used and the reasonableness of accounting estimates made by management as well as evaluating the overall
presentation of the fnancial statements.
We believe that the audit evidence we have obtained is suffcient and appropriate to provide a basis for our audit
opinion.
Opinion with respect to the consolidated fnancial statements
In our opinion, the consolidated fnancial statements give a true and fair view of the fnancial position of Royal Imtech N.V.
as at 31 December 2012 and of its result and its cash fows for the year then ended in accordance with International
Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Netherlands
Civil Code.
other information
175
Opinion with respect to the company fnancial statements
In our opinion, the company fnancial statements give a true and fair view of the fnancial position of Royal Imtech N.V.
as at 31 December 2012 and of its result for the year then ended in accordance with Part 9 of Book 2 of the Netherlands
Civil Code.
Emphasis of uncertainties with respect to the going concern assumption
We draw attention to note 4 to the consolidated fnancial statements which indicates the existence of material
uncertainties which may cast signifcant doubt about the entitys ability to continue as a going concern. Our opinion is
not qualifed in respect of this matter.
Report on other legal and regulatory requirements
Pursuant to the legal requirements under Section 2:393 sub 5 at e and f of the Netherlands Civil Code, we have no
defciencies to report as a result of our examination whether the report of Board of Management, to the extent we
can assess, has been prepared in accordance with Part 9 of Book 2 of this Code, and whether the information as required
under Section 2:392 sub 1 at b - h has been annexed. Further, we report that the report of Board of Management, to the
extent we can assess, is consistent with the fnancial statements as required by Section 2:391 sub 4 of the Netherlands
Civil Code.
Rotterdam, 18 June 2013
KPMG Accountants N.V.
W. Riegman RA
176
Statutory provisions regarding the appropriation of net result
The regulations regarding the appropriation of net result are contained in Articles 24.3 to 24.12 of the Articles of
Association of the Company and in essence are as follows:
Preference shares
A dividend is paid on preference shares that is equal to the average euro base interest rate as applied by ABN Amro N.V.
or its legal successor, raised or lowered by two percent. If and for so far as the proft is insuffcient to pay this dividend in
full, the Board of Management may resolve to pay the shortfall out of the reserves (with the exception of the reserve
established specifcally for fnancing preference shares). If and for so far as this dividend also cannot be paid out of the
reserves, proft booked in subsequent years must frst be used to pay, in full, the defcit to holders of preference shares
before any dividend may be paid on the fnancing preference shares or ordinary shares.
Financing preference shares
On every fnancing preference share of a series a dividend is paid (or added to the reserve established for this purpose)
that is equal to the interest on government loans with a (remaining) term of eight to nine years, as published in the
offcial Price List of Euronext Amsterdam by NYSE Euronext, effective for the last trading day prior to the day the relevant
series of preference shares was issued, raised or lowered as necessary depending on prevailing market conditions by
a surcharge equal to a maximum of two and a half percent points or a reduction of a maximum of two and a half
percent points, which surcharge or reduction can vary per series. Once every ten years the dividend percentage of
fnancing preference shares of the relevant series will be adjusted to the then valid yield of the government loans
applicable for this purpose, if necessary raised or lowered by the surcharge, respectively reduction, mentioned above.
If and in so far as the proft is insuffcient to allow this dividend to be paid in full, the shortfall will be paid out of the
reserve established specifcally for this purpose. If and for so far as the dividend also cannot be paid out of this reserve,
proft booked in subsequent years must frst be used to pay, in full, the defcit owed to holders of fnancing preference
shares (or be added to the reserve specifcally established for this purpose) before any dividend may be paid on ordinary
shares.
Ordinary shares
The Board of Management, with the approval of the Supervisory Board, decides how much of the proft remaining after
the application of the above provisions will be reserved. The proft remaining after the application of these provisions
is at the disposal of the General Meeting of Shareholders.
Proposal regarding the appropriation of the result
It shall be proposed to the General Meeting of Shareholders to include the net result of (233.0) million euro in the other
reserves.
Special statutory rights regarding control
No individuals have a special statutory right regarding control of the Company. No proft-sharing certifcates have
been issued.
Royal Imtech N.V.
Quinterium Offces I
Kampenringweg 45a
2803 PE Gouda
P.O. Box 399
2800 AJ Gouda
The Netherlands
Telephone +31 182 54 35 43
info@imtech.com
www.imtech.com
Investor Relations
Telephone +31 182 54 35 04
investors@imtech.com
www.imtech.com/investors

E- PROJECT DETAILS

o ONGOING PROJ ECTS

o COMPLETED PROJ ECTS

o COMPLETION CERTIFICATES

ONGOING PROJECTS

ONGOING PROJECTS Q2 2013
PROJECT NAME CONTRACTOR
SCOPE OF
WORKS
PROJECT
LOCATION
TOTAL AREA
(m
2
)
PROJECT
DURATION
PROJECT
VALUE
REQUIRED
MANPOWER
(man-hour)
PALADIUM TOWERS
NIDA
CONSTRUCTION
MEP WORKS ISTANBUL / TURKEY 99.784 2013 ONGOING $10.632.189 278.477
TANRIVERDI MACKA HOTEL
BTI
CONSTRUCTION
MEP WORKS ISTANBUL / TURKEY 5.200 2013 ONGOING $1.918.980 43.377
ELECTRICAL DISTRIBUTION
NETWORK AT THE CIRAGAN
PALACE KEMPINSKI HOTEL
CIRAGAN SARAYI
VE ISLETMELERI
GELISTIRME
INSAAT VE
TURIZM A.S.
MEP WORKS ISTANBUL / TURKEY 2013 ONGOING $919.291 20.241
NUROL TOWER NUROL GYO
MECHANICAL
WORKS
ISTANBUL / TURKEY 68.000 2013 ONGOING $5.955.859 130.000
GRAND MOSQUE IN ALGIERS
CHINA STATE
CONSTRUCTION
ENGINEERING
CORPORATION
ELECTRICAL
WORKS
ALGIERS / ALGERIA 443.000 2013 ONGOING $47.500.000 1.600.000
KAZAN INTERNATIONAL
AIRPORT TERMINAL 1
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
KAZAN / RUSSIAN
FEDERATION
25.000 2012 ONGOING $3.245.000 50.000
THE REHABILITATION OF
ELECTRICAL EQUIPMENT
ROOM AT THE CIRAGAN
PALACE KEMPINSKI HOTEL
CIRAGAN SARAYI
VE ISLETMELERI
GELISTIRME
INSAAT VE
TURIZM A.S.
MEP WORKS ISTANBUL / TURKEY 2012 ONGOING $3.904.629 36.000
AL SHOBUB PRIVATE
SCHOOL
NUROL
CONSTRUCTION
MEP WORKS ABU DHABI / UAE 14.000 2012 ONGOING $6.712.328 60.000
UNILEVER-ALGIDA
ICECREAM FACTORY
KARSAN-AKSA
ELECTRICAL
WORKS
KONYA / TURKEY 47.800 2012 ONGOING $8.943.238 133.870

KUVEYT TURK BANKING
CENTER
CIHAN
CONSTRUCTION
MEP WORKS KOCAELI / TURKEY 81.620 2012 ONGOING $21.381.750 450.929
SHAHDAG WINTER TOURISM
COMPLEXE
PASHA
CONSTRUCTION
MEP WORKS SHAHDAG / AZERBAIJAN 55.000 2012 ONGOING $28.662.660 320.000
GUBINSKY POOL & SPORT
COMPLEXE
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
GUBINSKY / RUSSIAN
FEDERATION
16.900 2012 ONGOING $1.800.000 60.000
GUBINSKY ART SCHOOL
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
GUBINSKY / RUSSIAN
FEDERATION
7.500 2012 ONGOING $1.300.000 20.000
SOCAR TOWER
TEKFEN
CONSTRUCTION
ELECTRICAL
WORKS
BAKU / AZERBAIJAN 100.000 2012 ONGOING $20.500.000 267.000
PULKOVO ST.PETERSBURG
AIRPORT TERMINAL
BUILDING
ICTAS
CONSTRUCTION
ELECTRICAL
WORKS
ST.PETERSBURG /
RUSSIAN FEDERATION
157.000 2012 ONGOING $35.972.614 465.000
WHITE GARDEN OFFICE
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
105.000 2011 ONGOING $17.448.000 250.000
AQUAPARK
KOCAK
CONSTRUCTION
MEP WORKS
MOSCOW / RUSSIAN
FEDERATION
54.000 2011 ONGOING $19.692.533 460.000
PLOT 16 OKO
MULTIFUNCTIONAL
COMPLEX
ANT YAPI
CONSTRUCTION
MEP WORKS
MOSCOW / RUSSIAN
FEDERATION
260.000 2011 ONGOING $80.500.000 1.800.000
NOYABRSK AIDS &
INFECTION HOSPITAL
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
NOYABRSK / RUSSIAN
FEDERATION
8.000 2011 ONGOING $2.950.000 44.000
NOYABRSK MATERNITY
HOSPITAL
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
NOYABRSK / RUSSIAN
FEDERATION
21.000 2011 ONGOING $8.586.000 84.000
KAZAN INTERNATIONAL
TERMINAL 1A
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
KAZAN / RUSSIAN
FEDERATION
14.760 2011 ONGOING $3.310.416 32.541
GUBINSKY 140 PEOPLE
NURSERY
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
GUBINSKY / RUSSIAN
FEDERATION
7.319 2011 ONGOING $1.000.000 25.000

GUBINSKY 240 PEOPLE
NURSERY
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
GUBINSKY / RUSSIAN
FEDERATION
2.952 2011 ONGOING $800.000 17.000
PIRI REIS UNIVERSITY SERA YAPI
MECHANICAL
WORKS
ISTANBUL / TURKEY 46.150 2011 ONGOING $6.067.736 144.000
MERCURY CITY TOWER
RASEN
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
170.000 2010 ONGOING $53.133.719 491.000
BAB AL QASR HOTEL &
SERVICE APARTMENTS
NUROL
CONSTRUCTION
MEP WORKS ABU DHABI / UAE 155.000 2009 ONGOING $50.000.000 2.650.015
JUMEIRAH VILLAGE VILLAS
(856 NOS)
NUROL
CONSTRUCTION
MEP WORKS DUBAI / UAE 203.000 2007 ONGOING $50.546.448 2.623.000

TOTAL ONGOING
PROJECTS
CONSTRUCTION
AREA
2.167.985 m
2

TOTAL ONGOING
PROJECTS
CONTRACT
VALUE
$493.383.390

COMPLETED PROJECTS

COMPLETED PROJECTS Q2 2013
PROJECT NAME CONTRACTOR
SCOPE OF
WORKS
PROJECT
LOCATION
TOTAL AREA
(m
2
)
PROJECT
DURATION
PROJECT
VALUE
REQUIRED
MANPOWER
(man-hour)
TUSHINO ENTERTAINMENT
& SHOPPING CENTER
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
TUSHINO /
RUSSIAN FEDERATION
118.800 2008 2012 $9.868.817 120.000
RIXOS THE PALM DUBAI
AL FATTAN MRCB
CONSTRUCTION
MEP WORKS DUBAI / U.A.E 51.000 2011 2012 $15.869.448 710.958
ASTRAKHAN
MULTIFUNCTIONAL
SHOPPING CENTER
ART STRUCTURE
CONSTRUCTION
MEP WORKS
ASTRAKHAN /
RUSSIAN FEDERATION
80.000 2009 2012 $12.025.965 325.625
SIXTEEN NINE - ISTANBUL
ASTAY
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 153.569 2011 2012 $5.227.782 202.115
NEW TYMEN STADIUM
PROJECT
MC NELLY
INVESTMENT
ELECTRICAL
WORKS
TUMEN /
RUSSIAN FEDERATION
300.000 2010 2012 $9.956.000 40.000
KREMLIN ARHIEREYSKIY
DOM KORPUS N9 BULDING
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
KAZAN /
RUSSIAN FEDERATION
3.100 2011 2012 $673.632 5.558
RENOVATION OF HOTEL EL
AURASSI
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
ALGIERS / ALGERIA 56.000 2009 2012 $11.394.629 33.976
RADISSON BLU HOTEL
ATAEHR
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 20.000 2011 2011 $3.089.144 84.000
CAPITAL HILL
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
3.000 2010 2011 $1.800.000 7.800
AK-ASYA ACIBADEM
RESIDENCE
BAHADIR
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 99.499 2009 2011 $4.171.394 85.000
MYITISHI KRASNIY KIT
SHOPPING CENTER
MONOTEK
CONSTRUCTION
MEP WORKS
MOSCOW /
RUSSIAN FEDERATION
12.526 2011 2011 $4.023.484 50.250
IMPERIAL HOUSE
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
47.350 2007 2011 $5.383.000 57.425
ANTHILL RESIDENCE
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 150.000 2009 2011 $9.062.604 228.000
GEOLOG STADIUM
ADMINISTRATION BUILDING
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
TUMEN /
RUSSIAN FEDERATION
27.000 2010 2011 $6.425.793 81.702

JUMEIRAH ZABEEL PALACE
ZSML
CONSTRUCTION
DUBAI
MEP WORKS DUBAI / U.A.E 135.000 2007 2010 $19.535.519 1.060.985
FOUR WINDS RESIDENTIAL
& OFFICE BUILDING
RASEN
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
84.000 2005 2010 $6.489.392 92.254
RESIDENTIAL BUILDINGS &
CAR PARK for ABU DHABI
POLICE GHQ
DHABI
CONTRACTING
MEP WORKS ABU DHABI / U.A.E 47.500 2010 2010 $4.781.420 340.245
CITY OF CAPITALS
ANT YAPI
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
360.000 2006 2010 $53.500.000 2.000.000
AREVA ADH2 DISTRIBUTION
TRANSFORMERS
PRODUCTION FACILITIES
BAHADIR
CONSTRUCTION
MEP WORKS KOCAELI / TURKEY 36.165 2009 2010 $6.894.988 135.000
ULYANOVSK
PUSHKARYOVSKOE KOLTSO
SHOPPING CENTER
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
ULYANOVSK /
RUSSIAN FEDERATION
28.615 2008 2010 $2.994.367 31.900
IT PARK
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
KAZAN /
RUSSIAN FEDERATION
36.200 2008 2010 $4.276.525 38.500
MARDAN PALACE
AST
CONSTRUCTION
ELECTRICAL
WORKS
ANTALYA / TURKEY 170.000 2006 2010 $19.318.494 224.723
PALLADIUM SHOPPING
CENTER & RESIDENCE
KOZKEN
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 210.000 2007 2010 $7.624.737 209.645
PALM DEIRA NAKHEELS
SALES OFFICE
ZSML
CONSTRUCTION
MEP WORKS DUBAI / U.A.E 18.000 2007 2009 $7.671.232 290.266
WESTERNGATE BUSINESS
PARK
ASC ART
STRUCTURE
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
80.000 2007 2009 $6.204.930 206.646
LEVENT LOFT I
AKFEN
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 29.000 2006 2009 $2.422.585 45.729
NRB MULTIFUNCTIONAL
OFFICE COMPLEX
RASEN
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW /
RUSSIAN FEDERATION
36.000 2007 2009 $6.097.318 34.250
DMCC GOLD & SILVER
TOWERS
BIN BELAILA
BAYTUR GENERAL
CONTRACTING
ELECTRICAL
WORKS
DUBAI / U.A.E 96.000 2006 2009 $14.207.650 1.734.605

STARGATE RESIDENCES
BAYTUR
CONSTRUCTION
MEP WORKS ISTANBUL / TURKEY 63.500 2006 2009 $2.056.000 58.610
KHANTY MANSIYSK ICE
HOCKEY - II
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
KHANTY MANSIYSK /
RUSSIAN FEDERATION
18.000 2007 2009 $3.230.000 48.056
KHANTY MANSIYSK LAW
INSTITUTE BUILDINGS
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
KHANTY MANSIYSK /
RUSSIAN FEDERATION
23.300 2007 2009 $2.937.000 62.301
TYOPLY STAN SHOPPING
CENTER
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
56.000 2006 2008 $4.171.973 115.172
MULTILOCATOR BUILDING
in CYBERPARK
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
ALGIERS / ALGERIA 23.000 2005 2008 $3.053.494 29.757
Q-PARK LOGISTICS CENTER
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
KAZAN /
RUSSIAN FEDERATION
88.616 2007 2008 $5.006.265 114.646
TYUMEN DRAMA & COMEDY
THEATRE
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
TUMEN /
RUSSIAN FEDERATION
32.000 2007 2008 $3.335.000 81.893
VOLGAMALL SHOPPING &
ENTERTAINEMENT CENTER
KOAK
CONSTRUCTION
ELECTRICAL
WORKS
VOLGAGRAD / RUSSIAN
FEDERATION
30.000 2006 2008 $2.912.000 89.017
DENSO AUTO PARTS INC.
FACTORY BUILDING
YAPI MERKEZI
CONSTRUCTION
ELECTRICAL
WORKS
KOCAELI / TURKEY 20.000 2006 2008 $1.180.000 37.000
KALE OUTLET CENTER
KALE
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 75.000 2005 2008 $1.698.583 79.608
KALININGRAD EUROCENTER
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
KALININGRAD /
RUSSIAN FEDERATION
60.000 2007 2008 $4.935.152 133.484
NOVOTEL & IBIS HOTEL
MARMARA
AKFEN
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 26.500 2006 2008 $3.151.994 74.000
SISLI PLAZA & RESIDENCE
YAPI MERKEZI
CONSTRUCTION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 96.000 2006 2008 $2.638.238 101.290
AVILON PLAZA
MONOTEK
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
45.000 2005 2007 $2.457.790 126.000
LOTTE HOTEL & BUSINESS
CENTER
LOTTE
ENGINEERING &
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
88.000 2005 2007 $5.268.595 110.891
MERCURE HOTEL
AKFEN
CONSTRUCTION
ELECTRICAL
WORKS
GIRNE / T.R.N.C. 32.000 2005 2007 $3.040.573 80.880

PICKLING PLANT / (LPC-2)
CODEST
INTERNATIONAL
MEP WORKS
LIPETSK / RUSSIAN
FEDERATION
16.000 2006 2007 $3.091.146 51.306
THE PALM JUMEIRAH
SHORELINE APARTMENTS
(PACKAGE 1 & 3)
BIN BELAILA
BAYTUR GENERAL
CONTRACTING
MEP WORKS DUBAI / U.A.E 360.000 2004 2007 $23.000.000 5.504.768
ANKAMALL SHOPPING
CENTER (GIMAT)
YAPI MERKEZI
CONSTRUCTION
ELECTRICAL
WORKS
ANKARA / TURKEY 167.000 2005 2007 $4.328.764 118.717
RUSSIAN STANDARD VODKA
DISTILLERY PLANT
SOYAK
INTERNATIONAL
CONSTRUCTION
ELECTRICAL
WORKS
ST. PETERSBURG /
RUSSIAN FEDERATION
20.000 2005 2007 $4.104.668 45.356
EUROPARK SHOPPING
CENTER
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
92.000 2004 2005 $3.734.625 130.000
NATO ISTANBUL SUMMIT-
2004
ZET ADVERTISING
ORGANISATION
ELECTRICAL
WORKS
ISTANBUL / TURKEY 2004 2004 $2.590.123 20.000
MICHELIN TYRE PLANT
L.L.C. K &Y
CONSTRUCTION
MEP WORKS
DAVYDOVA / RUSSIAN
FEDERATION
7.000 2003 2004 $2.100.000 18.000
YUGRA STATE UNIVERSITY
BUILDING COMPLEX
KONTEK
CONSTRUCTION
ELECTRICAL
WORKS
KHANTY MANSIYSK /
RUSSIAN FEDERATION
44.000 2002 2003 $1.650.000 95.000
ANGLO - AMERICAN SCHOOL
of MOSCOW
SAMSUNG
ENGINEERING &
CONSTRUCTION
ELECTRICAL
WORKS
MOSCOW / RUSSIAN
FEDERATION
26.500 2001 - 2001 $2.400.00 45.000

TOTAL COMPLETED
PROJECTS
CONSTRUCTION
AREA
3.997.740 m
2

COMPLETION CERTIFICATES

COM
PAL
APA
MPLE
LMJU
ARTM
ETIO
UMER
MENT
ONCE
RIAH
TSP

ERTI
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ACKA
FICA
ORE
KAGE
ATES
LINE
1&
S
E
3

JU
COM
UME
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IRAH
ETIO
HVIL
NCE
LLAG

ERTIF
GE8
FICA
856V
ATES
VILLLAS

COM
GO
MPLE
OLD
TION
&SI
NCER
LVER

RTIF
RTO
FICAT
OWER
TES
RS

JU
COM
UMEI
MPLE
RAH
ETIO
HZAB
NCE
BEEL

ERTIF
LPAL
FICA
LACE
ATES
HOTTEL

CO OMP
RIXO
PLET
OST
ION
HEP

CERT
PALM
TIFIC
MDU
CATE
BAI
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QUALITY MANUAL PART I

2.1 International Standards

ISO 9000 :Qualitymanagementsystems-Fundamentalsandvocabulary.

2.2 FIDIC Standards

QUALITY MANUAL PART I

Occupational Health and Safety (OH&S):

OH&S Management System:

QUALITY MANUAL PART I

QUALITY MANUAL PART II

AE GROUP CORPORATE QUALITY ENVIRONMENT SAFETY DOCUMENTATION SYSTEM STRUCTURE

4.3.1 Customer Specific Documentation

5.1 Customer Focussed Management System

5.1.2 Environmental Aspects

QUALITY MANUAL PART II

5.1.3 Legal and Other Requirements

5.2 Quality, Environmental and Safety Policy

5.2.1 Company Mission Statement

QUALITY MANUAL PART II

Continuously Improving Quality:

QUALITY MANUAL PART II

QUALITY MANUAL PART II

QUALITY MANUAL PART II

5.3.3 Hazard Identification, Risk Assessment and Determining Controls

5.4 Responsibility, Authority and Communication

QUALITY MANUAL PART II

5.4.2 Responsibility for Quality

5.4.3 Management Representative

5.4.4 Customer Representative

QUALITY MANUAL PART II

5.4.5.2 External Communication

5.5 Management Review

QUALITY MANUAL PART II

QUALITY MANUAL PART II

QUALITY MANUAL PART II

7.0.2 Project Review and Monitoring

QUALITY MANUAL PART II

QUALITY MANUAL PART II

7.1.2.1 Installation Feasibility Review

Theactivitiesforthe engineeringdesignand developmentofnewproductsorservicesornew

7.2.2.2 Installation Process Design Input

7.2.3 Engineering Design and Development Output

7.2.3.2 Installation Process Design Output

7.2.5 Engineering Design and Development Verification

QUALITY MANUAL PART II

QUALITY MANUAL PART II

7.3.2.2 Supplier Development for Ongoing Project

7.3.2.3 Supplier Development for New Projects

7.3.4 Verification of Purchased Product

7.4.1.3 Management of Installation Equipment

QUALITY MANUAL PART II

QUALITY MANUAL PART II

7.4.5.1 Product handling

QUALITY MANUAL PART II

Appropriate packaging methods are developed in compliance with applicable standards,

The frequency of calibration is dependent on the type of equipment, the environmental

QUALITY MANUAL PART II

QUALITY MANUAL PART II