ANNUAL REPORT 2009 INSPIRED BY TECHNOLOGY

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 ANNUAL REPORT 2009 INSPIRED BY TECHNOLOGY

HIGHLIGHTS 2009 Order book up by 5% to 4,748 million euro, a good starting point for 2010. 2009 again a good year for Imtech despite challenging market conditions: EBITA: 235.9 million euro, + 20% (organic + 7%); Revenue: 4,323 million euro, + 12% (organic + 3%); Operational EBITA margin: up to 5.8% (2008: 5.5%); Net profit: 126.2 million euro, + 11%; Earnings per share before amortisation and impairment of intangible assets: 1.92 euro, + 17%; Proposed dividend per ordinary share: 0.64 euro, + 8%. Imtech s proposition high-tech multidisciplinary technical total solutions through the combination of electrical engineering, ICT and mechanical engineering proves its worth even in a period of economic crisis. Drivers for growth are: strong position in the growth segment energy & environment (energy, water, environment and fine particles) with an increasing demand for green technology: 25% of the total revenue of 4.3 billion euro; recurring business: 55% of activities; broad portfolio with strong market positions in Europe and in the global marine market. Thanks to acquisitions a position acquired in Romania and positions in Spain and Scandinavia reinforced. No change to the strategic plan 2012: revenue 5 billion euro in 2012 while maintaining an operational EBITA margin target of 6%. Outlook 2010: a further increase of EBITA through organic growth and acquisitions. PROFILE Imtech is a European technical services provider in the fields of electrical engineering, ICT (Information and Communication Technology) and mechanical engineering with approximately 23,000 employees, revenue of over 4.3 billion euro and more than 415 offices 345 offices in Europe and 70 marine (service) offices along the major global shipping routes. Imtech is able to cluster the technologies of electrical engineering, ICT and mechanical engineering across and throughout the full breadth and depth of the technology spectrum into integrated and multidisciplinary total solutions. This results in differentiating strengths, offers customers added value and enables the creation of value in the fields of energy, the environment and water. Imtech commands the entire chain of consultancy, design, engineering, implementation, maintenance services and maintenance management throughout the entire life-cycle of its customers technology and operating processes. In Europe Imtech is active in the Benelux (Belgium, the Netherlands, Luxembourg), Germany, various Central and Eastern European countries (including Austria, Switzerland, Poland, Romania, Croatia, Russia and the Czech Republic), the Nordic region (Norway, Sweden, Finland), the UK, Ireland and Spain. Imtech also occupies a strong position in the European ICT market, the European Traffic market (including parking) and the global marine market. MISSION AND ADDED VALUE Imtech stands for the integration of technologies (electrical engineering, ICT, mechanical engineering) and clusters professionals with vision, innovative strength and ambitious customers. People who are convinced by the added value in the business chain made possible by technology. Imtech serves nearly 20,000 customers and offers them added value in the form of integrated and multidisciplinary total solutions that lead to: change in business : better operating processes and a higher return for customers and, in their turn, customers customers; the creation of value through an in-depth insight into and knowledge of customers (primary and secondary) processes, intensive co-operation with and for customers, suppliers and partners and through a thorough knowledge of the markets in which customers operate; a sustainable society by offering high-tech total solutions in the field of energy, water, the environment and fine particles. Imtech also acts as a socially aware technology partner and plays a role in solving current social issues, for example, in health care and education, in the area of security, in research laboratories and research centres, in pharmaceuticals, with the development of sustainable and safe cars and in the food industry market. Imtech is also pro-active in the field of Corporate Social Responsibility. This is a translation of the official Dutch Annual Report. In matters of interpretation the Dutch Annual Report will prevail.

CONTENTS 3 Imtech in perspective 4 Key figures 6 Information about the Imtech share 8 Imtech competence pyramid 9 Organisation, markets and competencies 10 Preface Board of Management 12 Report of the Supervisory Board 16 Corporate Governance 20 Imtech: 150 years of technology and enterprise 24 Report of the Board of Management 24 2009: again a good year for Imtech 25 Solid financial position 25 A broad portfolio 28 Acquisitions 29 Vision and added value 30 Organisation 32 Procurement 32 SWOT analysis 34 Strategy 37 Objectives 37 Outlook 2010 38 Benelux 43 Germany & Eastern Europe 47 UK, Ireland & Spain 51 Nordic 54 ICT, Traffic & Marine 62 Risk management 66 Human Resources 70 Corporate Social Responsibility 77 Corporate governance declaration 77 Management declarations 78 Financial statements 78 Consolidated financial statements 83 Notes to the consolidated financial statements 121 Company financial statements of Imtech N.V. 122 Notes to the company balance sheet and profit and loss account of Imtech N.V. 126 Other information 126 Auditor s report 127 Statutory provisions regarding the appropriation of profit 127 Proposal regarding the appropriation of profit 127 Special statutory rights regarding control 127 Events after the reporting period Function summary 2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 It s 2010. This means Imtech can now trace its history back 150 years. Which is why in this annual report we are turning the spotlight on the role of technology in the past, the present and the future. Throughout the past 150 years we have worked on the development of solutions to technical, economic and social problems and have been in the front line of innovations such as steam, (central) heating, electricity, electronics, cooling and ICT. A few examples! In the 19th century the introduction of steam as the power source in Rotterdam harbour and the invention, in Germany, of the principle of co-generation and decentralised power plants. In the 20th century the introduction in the Netherlands of the first electricity networks and the first electric railway. In the 21st century the focus is on green, sustainable and energy-efficient buildings a field in which Imtech led the way throughout Europe. Another area in which Imtech has played a leading role throughout its 150-year history is the refinement of marine technology, first with medium and low-tension and later with platform automation, high-tech integrated ships bridges and sustainable climate technology. Technology has inspired us, our employees and our customers. For 150 years!

IMTECH IN PERSPECTIVE Employees with drive APPROX. 23,000 EMPLOYEES IN 2009 25,000 22,000 19,000 16,000 14,519 16,362 18,231 22,510 22,955 Imtech is a true people business. Which makes our people our most important assets. Dynamic co-operation and drive create added value for our customers and offer the best opportunities for further growth, both for the company and for the personal development of each individual employee. Their professional expertise, empathy and dedication receive high scores in customer satisfaction surveys. To ensure this remains the case in the future we pay considerable attention to improving (management) skills, personal knowledge development and (job) training. 13,000 2008 2007 2006 2005 Number of employees (FTE) 2009 Goal Imtech wants to rank among the best employers in the technical services provision market. Strong increase of profitability EBITA: 235.9 MILLION EURO IN 2009 240 200 160 156.5 197.2 235.9 The EBITA, the operating result before amortisation of intangible assets and impairments, is the core indicator of profit within Imtech. A consistent and increasing demand for technology and the Imtech strategy in the form of attractive technical total solutions achieved through the combination of electrical engineering, ICT and mechanical engineering made increasing the profitability at an above average speed possible. 120 113.3 80 86.3 2007 2006 2005 EBITA (in millions of euro) 2008 2009 Goal in 2010 A further rise of the EBITA through organic growth and acquisitions. Growth makes Imtech a stable and reliable co-operation partner REVENUE: OVER 4.3 BILLION EURO IN 2009 4.400 3.900 3.400 3,346 3,859 4,323 Imtech is one of the largest independent technical services providers in Europe and in the global marine market that is totally focused on, and committed to, providing technical services through the combination of electrical engineering, ICT and mechanical engineering. Rapid growth (12% in 2009) of the activities leads to continuity for customers and employees. This instils confidence, creates opportunities and makes Imtech a stable and reliable co-operation partner. 2.900 2,839 2.400 2,379 2008 2007 2006 2005 Revenue (in millions of euro) 2009 Goal in 2012 Revenue of 5 billion euro in 2012. Towards ever higher added-value OPERATIONAL EBITA MARGIN: 5.8% IN 2009 6.0 5.0 4.0 4.1 4.5 5.1 5.5 5.8 The operational EBITA margin gives an indication of Imtech s profitability. It also reflects the constant focus on offering our customers ever higher added-value. This margin is based on the operating profit before the amortisation and impairment of intangible assets, and before the deduction of group management costs. 3.0 2.0 2008 2007 2006 2005 Operational EBITA margin (%) 2009 Goal An operational EBITA margin of 6%. 2

IMTECH IN PERSPECTIVE Confidence indicator for the future ORDER BOOK: OVER 4.7 BILLION AT YEAR-END 2009 5,000 4,300 3,600 3,815 4,514 4,748 The order book is an important indicator for the future development of the company s revenue and profitability. A healthy growth (5% in 2009) of the order book instils confidence in the future. 2,900 2,200 2,924 2,396 2008 2007 2006 2005 Order book (in millions of euro) 2009 Goal Further growth of the order book through organic growth and acquisitions. Shareholders receive a substantial share of the net profit PROPOSED DIVIDEND PER SHARE: 0.64 EURO 0.70 0.60 0.59 0.64 The aim of the dividend policy is to enable shareholders to receive a substantial share of the company s net profit. An increasing net profit (+ 11% in 2009) leads to a higher dividend pay-out (+ 8% in 2009). Since 2008 shareholders have had the choice of receiving their dividend in cash or shares. 0.50 0.47 0.40 0.36 0.36 0.30 2008 2007 2006 2005 Dividend per share (in euro) 2009 Goal To pay out 40% of the net profit as dividend. Control of working capital organically releases means for further growth WORKING CAPITAL: 4.6% OF REVENUE IN 2009 7.5 6.0 6.3 As a project-driven company working capital constitutes a major element within the balance sheet total. A constant focus on the working capital is, therefore, essential. It organically releases means for the further growth of the company. 4.5 4.7 4.7 4.6 3.0 3.2 1.5 2005 2006 2007 Working capital (as a percentage of revenue) 2008 2009 Goal Working capital that amounts to a maximum of 5% of revenue. A solid financial position leads to continuity and strategic growth DEBT RATIO: 1.7 IN 2009 2.0 1.6 1.2 1.6 1.7 For Imtech a strong balance sheet is important both with a view to future acquisitions and for the obtaining of new projects and long-term maintenance contracts. A solid financial position makes continuity and strategic growth possible, both commercially in relation to our customers and on the labour and capital markets. The debt ratio is equal to the average net interest-bearing debt divided by the EBITDA. 0.8 0.8 0.4 n/a 0.4 2006 2005 Debt ratio 2007 2008 2009 Goal A debt ratio of between 1.0 and 2.5, which means a debt ratio that is clearly lower than the financing agreements signed with bank syndicates to finance the company s growth. 3

KEY FIGURES In millions of euro unless stated otherwise 2009 2008 2007 2006 2005 Results Revenue 4,323 3,859 3,346 2,839 2,379 EBITA 235.9 197.2 156.5 113.3 86.3 EBIT 212.9 183.8 147.3 108.8 83.2 Net profit 126.2 113.3 91.9 67.7 50.8 Operational EBITA margin 1 5.8% 5.5% 5.1% 4.5% 4.1% EBITA margin 5.5% 5.1% 4.7% 4.0% 3.6% Cash flow 180 156 125 92 73 Order book 4,748 4,514 3,815 2,924 2,396 Balance sheet Balance sheet total 2,584 2,473 1,891 1,567 1,310 Total shareholders equity attributable to shareholders 498 396 367 321 288 Net interest-bearing debt 2 420 445 92 25 (102) Working capital (excluding cash and cash equivalents) 197 180 109 178 112 Solvency 0.19 0.16 0.20 0.21 0.22 Interest coverage 3 7.3 7.7 8.3 12.6 16.1 Average net interest-bearing debt/ebitda 1.7 1.6 0.8 0.4 Average number of outstanding ordinary shares (in millions) 77.8 77.4 78.6 78.8 78.5 Data per ordinary share with a nominal value of 0.80 euro (in euros, unless indicated otherwise) Net profit before amortisation and impairment of intangible assets 4 1.92 1.64 1.29 0.92 0.69 Dividend 0.64 0.59 0.47 0.36 0.36 Pay-out 40% 40% 40% 41% 55% Shareholders equity 5 6.35 5.11 4.68 4.08 3.68 Closing price 18.84 12.00 16.94 16.05 9.17 Market capitalisation (in millions of euro) 6 1,546 968 1.366 1.295 740 Personnel Number of employees as at 31 December 22,955 22,510 18,231 16,362 14,519 1 Before holding costs. 4 Based on average number of outstanding shares. 2 According to definition bank covenants (the comparative figures have been 5 Based on the shares outstanding as at 31 December. adjusted to facilitate comparison). 6 Based on the number of issued shares as at 31 December. 3 Based on interest income and expense banks, as a result of a change in definition the comparative figures have been adjusted to facilitate comparison. OBJECTIVES OF THE 2012 STRATEGIC PLAN Revenue of 5 billion euro in 2012 while maintaining an operational EBITA margin of 6%. OUTLOOK 2010 A further increase in the EBITA through organic growth and acquisitions. 4

KEY FIGURES Private buildings 27% Public buildings 11% 4% Care & Cure Maintenance, Services & Management Other 5% 19% Design, Engineering & Consultancy 9% 5% Specials 13% Infra & Traffic 12% Marine 28% Industry 67% Implementation Revenue split per market segment in % Revenue split per activity in % Electrical engineering 41% Mechanical engineering 40% ICT, Traffic & Marine 27% 28% Benelux Other 5% 14% ICT Nordic 7% UK, Ireland & Spain 13% 25% Germany & Eastern Europe Revenue split per technology in % Revenue split per cluster in % ICT, Traffic & Marine 27% 18% Benelux 25% 10% Nordic 13% UK, Ireland & Spain 32% Germany & Eastern Europe Operational EBITA split per cluster in % Share of Energy & Environment in total revenue in % 30% 55% Share of Recurring business in total revenue in % Share of government activities in total revenue in % 5

INFORMATION ABOUT THE IMTECH SHARE STOCK EXCHANGES Imtech is listed on the NYSE Euronext stock exchange in Amsterdam. The share is included in the Amsterdam Midkap companies index (AMX) and in the Dow Jones Stoxx 600 the stock exchange index of Europe s 600 largest stock exchange companies in terms of stock exchange value. Trading in both Imtech shares and options on the Imtech share are possible via NYSE Euronext Amsterdam. As at 31 December 2009 Imtech s market capitalisation was 1,546 million euro an increase of 59.7% compared with the end of 2008. STOCK EXCHANGE TRADING In 2009 104.2 million Imtech shares were traded (2008: 118.2 million), which means that for the second year running the number of shares traded exceeded the number of shares issued. In the light of the sharp decline in interest in shares exhibited by investors, this indicates that the Imtech share is seen as an attractive investment. With the exception of December 2009 the average daily trading volume was higher than in the same month in the previous five years. A December trading volume that was clearly lower than in previous years was a global phenomenon and the result of investors closing their books earlier than normal in order to safeguard the achieved return for 2009. SHARE PRICE In 2009 the price of the Imtech share rose by 57.0% to 18.84 euro per share. During the same period the AEX rose by 36.3%, the AMX rose by 63.6% and the Dow Jones Stoxx 600 rose by 28.6%. Over the past three years the price of the Imtech share has risen by 11.2%. By comparison, in the same period the Amsterdam stock exchange AEX and AMX indices fell by 35.0% and 22.3% respectively and the European Dow Jones Stoxx 600 index fell by 30.5% (see graph Share price on page 7). LARGE SHAREHOLDERS Based on the Disclosure of Interests Act, as at 31 December 2009 the following large holders of Imtech shares were known: Aviva plc 5.20% WAM Acquisitions GP, Inc. 5.15% ASR Nederland NV 5.14% Delta Deelnemingen Fonds NV 5.11% In addition to these large shareholders, substantial holdings of shares (less than 5%) are in the hands of (foreign) institutional investors, mainly in the Netherlands, the UK, France, Germany, Spain and the USA. DIVIDEND The dividend policy is to pay out 40% of the net profit excluding exceptional items. Since last year shareholders have been offered the choice of receiving their dividend in cash or shares. In respect of the dividend over the 2008 financial year 37% of shareholders opted for a pay-out in shares, for which 1,427,836 shares were issued. The dividend proposal for the 2009 financial year is to pay out a dividend of 0.64 euro per share (2008: 0.59 euro). INVESTOR RELATIONS Imtech values good communication with investors and analysts very highly as it enables them to make a good and realistic estimate of the potential value of the Imtech THE IMTECH SHARE IN 2009 in euro 2009 2008 2007 Highest price 19.180 19.070 23.087 Lowest price 9.410 9.660 14.970 Closing price at year end 18.835 12.000 16.940 Price/earnings ratio at year end 9.8 7.3 13.1 Dividend return on closing price 3.4% 4.9% 2.8% Shares traded (average number per day) 406,888 461,904 263,872 Number of subscribed shares 82,087,483 80,659,647 80,659,647 Number of issued shares at year end 78,376,728 77,462,396 78,374,232 Average number of issued shares 77,776,359 77,445,826 78,608,447 Market capitalisation at year end 1,546,117,742 967,915,764 1,366,374,420 6

INFORMATION ABOUT THE IMTECH SHARE Price trend Imtech share vs. AEX, AMX and Dow Jones Stoxx 600 (January 2007 to December 2009 based on daily prices, starting point: share price trend Imtech as at 31 December 2006) 25 22 19 16 13 10 7 2007 2008 Share price trend AEX Share price trend Imtech Share price trend AMX Share price trend Stoxx 600 2009 share. Regular meetings with existing and potential shareholders and analysts who follow the share are an important component of this communication. The policy with regard to contact with investors and analysts can be found on Imtech s investor website. WWW.INVESTORS.IMTECH.EU Specific information for investors is available via www.investors.imtech.eu, which contains detailed financial information regarding the strategy, goals and outlook, press releases and the analysts who follow Imtech as well as presentations to analysts and the financial press, including the relevant webcasts. The website also includes a current financial calendar. FINANCIAL CALENDAR 7 April 2010 General Meeting of Shareholders 9 April 2010 Quotation ex-dividend 9 21 April 2010 Dividend option period 13 April 2010 Record date (in accordance with (after the stock stock exchange regulations) exchange closes) 21 April 2010 Swap ratio notification (after the stock exchange closes) 26 April 2010 Trading update 1st quarter 2010 26 April 2010 Dividend made payable 3 August 2010 Half-yearly figures 2010 26 October 2010 Trading update 3rd quarter 2010 15 February 2011 Annual figures 2010 6 April 2011 General Meeting of Shareholders Number of shares traded in 2009 (x 1,000) 600 500 400 300 200 100 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Average per day Average per day for the last five years 7

IMTECH COMPETENCE PYRAMID Imtech s strategic core competencies can best be illustrated by the Imtech competence pyramid shown above. Imtech covers: three technologies: electrical engineering, ICT (information and communication technology) and mechanical engineering, across and throughout the entire spectrum of these technologies; six activities: design, consultancy, engineering, implementation, maintenance services and maintenance management; four markets: Buildings, Industry, Infrastructure & Traffic and Marine, in each of which a substantial portion of the revenue is related to activities in the field of energy & environment. This combination, together with the achieved scale, gives Imtech the unique profile that makes it stand out in Europe and in the global marine market. In electrical engineering Imtech 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. In ICT Imtech covers the entire ICT chain including software and hardware, business intelligence, control technology, platform automation, data and telecommunications, data modelling, data centres, 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. In mechanical engineering Imtech 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 extinguisher technology and mechanical (process) installations. The activities cover the entire process and life-cycle approach from design, consultancy, engineering (design) and implementation (installation) to maintenance services and maintenance management (the total spectrum in the field of technological and organisational maintenance and management), including cost and process monitoring and QHSE (quality, health, safety & environment). Imtech offers total solutions with added value for its customers. Partnership with customers is given an extra dimension by the clustering of technical competencies and intensive co-operation, outsourcing and the integrated execution of services and concepts. Consultancy, engineering, project financing, project management, asset management, risk management, (energy) contracting and Public Private Partnerships (PPP) are an integral part of this. Imtech is active in four markets: Buildings: all types of buildings including computer, data and distribution centres, offices, government buildings, laboratories, airports, museums, parking garages, penal institutions, leisure centres, stadiums, stations, universities and colleges, shopping centres, hospitals and care institutions; Industry: a focus on the automotive industry, chemicals and petrochemicals, the energy and environment market, pharmacy, machine building, oil & gas, the animal feed industry, the aircraft industry and the food and luxury food industry; Infrastructure & Traffic: the 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; Marine: passenger liners, luxury yachts, naval vessels (frigates, corvettes, patrol and inspection boats and submarines) and inland waterway ships as well as special vessels such as oil & gas ships (including tankers and pipe layers), transport ships, dredgers, crane ships and cargo vessels. 8

ORGANISATION, MARKETS AND COMPETENCIES A full list of Imtech N.V. operating companies can be obtained from the Chamber of Commerce Rotterdam. Market segments Market segments Competencies Competencies Buildings Industry Infrastructure/Traffic Marine Electrical engineering ICT Mechanical engineering Buildings Industry Infrastructure/Traffic Marine Electrical engineering ICT Mechanical engineering BENELUX Imtech Nederland B.V. Imtech Building Services B.V. Imtech Sprinkler Technology Imtech Industrial Services B.V. Imtech Automation Solutions B.V. Imtech Industry International B.V. Ventilex B.V. Imtech Special Market Solutions Imtech Energy Services Imtech Contracting Imtech Care & Cure Imtech Security Solutions Imtech Food & Feed Imtech Infra B.V. Imtech Infra Nederland Imtech Infratechniek Asset Rail B.V. (40%) Imtech Infra N.V. (Belgium) Imtech Belgium N.V. Imtech Projects N.V. Imtech Maintenance N.V. Van Looy Group N.V. Imtech Luxemburg Paul Wagner et Fils S.A. (90%) GERMANY & EASTERN EUROPE Imtech Deutschland Imtech Deutschland GmbH & Co. KG Imtech Contracting GmbH Kraftwerks- und Energietechnik Umweltsimulation und Prüfstandtechnik Forschung und Entwicklung Reinraum- und Medientechnik Imtech Brandschütz GmbH Con Tech GmbH Real Estate Management Imtech Polska Sp. z.o.o. (Poland) Imtech KTS-CZ s.r.o. (Czech Republic) Imtech Russland OAO (Russia) S.C. Arconi Grup S.A. (Romania) UK, IRELAND & SPAIN Imtech UK Ltd. Imtech Technical Services Ltd. (UK) Imtech Meica Services Ltd. Imtech G&H Ltd. Imtech Aqua Group Ltd. Suir Engineering Ltd. (Ireland) Imtech Process Ltd. Imtech Spain S.L. Imtech Spain Buildings Imtech Sertec Imtech Spain Industry Imtech Huguet NORDIC NVS Installation AB (Sweden) Nordiske Varme Sanitaer AS (Norway) LVI-Helin Oy (Finland) Sävar Energitjänst AB (Sweden) ICT, TRAFFIC & MARINE Imtech ICT* Imtech ICT Business Solutions B.V. Imtech ICT Nederland B.V. Imtech ICT Management & Consultancy Imtech ICT Brocom B.V. Imtech ICT Communications Solutions B.V. Imtech ICT Performance Solutions Fritz & Macziol Software und Computervertrieb GmbH Infoma Software Consulting GmbH Fritz & Macziol GmbH (Austria) Fritz & Macziol (Schweiz) A.G. Imtech ICT UK Ltd. (UK) Fit IT N.V. (Belgium) Thinking Solutions N.V. (Belgium) EBIT N.V. (Belgium) ILS Consult GmbH (Austria) Imtech Telecom Global Ltd. (UK) Imtech Traffic Peek Traffic Ltd. (UK) Peek Traffic B.V. Peek Traffic Sp. z.o.o. (Poland) Peek Promet d.o.o. (Croatia) Peek Traffic Sweden AB Peek Traffic Finland Oy WPS Parking Systems B.V. Imtech Marine Group B.V. Imtech Marine & Offshore B.V. Imtech Schiffbau-/Dockbautechnik Imtech Marine & Offshore Ltd. (UK) Imtech Marine Germany GmbH Marine Electronics (Shanghai) Co. Ltd Van Berge Henegouwen Installaties B.V. Dirkzwager B.V. (54%) Tess Electrical Marine Inc. (51%) (USA) IHC Systems B.V. (50%) Radio Holland Group B.V. Radio Holland Netherlands B.V. Radio Holland Belgium N.V. Radio Holland USA Inc. Radio Holland Singapore Ltd. Radio Holland Hong Kong Ltd. Radio Holland South Africa Pty Ltd. Sailtron B.V. Venteville B.V. Radio Holland Content@Sea B.V. * Including business services. 9

PREFACE BOARD OF MANAGEMENT 2009 AGAIN AN EXCELLENT YEAR FOR IMTECH, FURTHER EBITA GROWTH ANTICIPATED IN 2010 Despite market conditions being challenging as a result of the economic crisis, 2009 was again an excellent year for Imtech. Imtech also succeeded in building up an order book worth 4.7 billion euro (+ 5%) for 2010 and the following years. This instils confidence. Imtech s strength high-tech multidisciplinary technical total solutions through the combination of electrical engineering, ICT and mechanical engineering has proven its worth even in the current market. René van der Bruggen Boudewijn Gerner very diverse base of altogether nearly 20,000 customers in a wide variety of market segments. All the clusters made a contribution towards the result. Very robust growth was achieved in Germany & Eastern Europe and both the UK, Ireland & Spain and the Nordic clusters performed well and achieved further growth. The performance in the Benelux remained stable. The slight drop in the results of the ICT, Traffic & Marine cluster was mainly due to volume and margin pressure in the European ICT market. Overall Imtech has shown itself to be very resilient in the face of the recession. Despite the bad market conditions with pressure on market volumes. Imtech, thanks to all its 23,000 employees, achieved a strong performance both organically and through acquisitions. The EBITA rose by 20% to 235.9 million euro of which organic growth accounted for 7%. EBIT rose by 16% to 212.9 million euro, revenue rose by 12% to 4,323 million euro (2008: 3,859 million euro) of which 3% was organic and net profit rose by 11% to 126.2 million euro. Earnings per share before amortisation and impairment of intangible assets rose by 0.28 euro to 1.92 euro (+ 17%) based on the average number of issued shares during the year under review. The proposed dividend amounts to 0.64 euro, an increase of 8%. As was the case in 2007 and 2008, Imtech s performance in 2009 resulted in a further increase of the operational EBITA margin. In 2007 this amounted to 5.1%, in 2008 it rose to 5.5% and in 2009 it reached 5.8%. Given the market conditions this was an excellent achievement. A BROAD PORTFOLIO The increasing role of technology in solving economic and social issues is an underlying trend from which Imtech has proven itself able to profit for many years. One of Imtech s strengths in this respect is its diverse portfolio in large areas of Europe and in the global marine market plus its A GROWING DEMAND FOR GREEN TECHNOLOGY The growth market of energy & environment (energy, environment, fine particles and water) is a major driver for further growth. Imtech is one of Europe s strongest technical players in this segment. By integrating energy solutions into our total approach we deliver extra added value. The increase in the demand for green technology is particularly noticeable and Imtech s response has been very effective. Examples include orders for the technology in the green stadium for the 2012 Olympic Games in London, green data centres, the green 150-metre-high towers of the Deutsche Bank in Frankfurt (one of the greenest buildings in Europe), the green renovation of BNP Paribas Fortis head office in Brussels and the Rainbow Warrior III Greenpeace s new green flagship. In addition to green projects Imtech is also active right across the board in the market for (decentralised) energy plants, bioenergy, oil and gas, the provision of clean drinking and waste water, the reduction of fine particle emissions and the prevention of other forms of environmental pollution. In 2009 activities in the field of energy & environment generated around 25% of Imtech s total revenue and further growth is foreseen. Imtech is well on course. This is one of the reasons behind Imtech s participation in the successful Cleantech Fund I, which aims to nurture young and opportunity-rich clean technology companies. RESPONDING TO INCREASING GOVERNMENT SPENDING Imtech is well positioned in government-financed markets such as mobility, infrastructure, rail, environment, water, care & cure and education. In 2009 around 30% of the revenue was generated via government-initiated or supported projects. In economically less favourable times governments follow an anti-cyclic investment policy in which technology is one of the mainsprings. 10

PREFACE BOARD OF MANAGEMENT RECURRING BUSINESS: A BASIS FOR LONG-TERM CONTINUITY Around 55% of Imtech s activities involve recurring business. Despite the difficult market conditions the thousands of maintenance contracts Imtech has been awarded in many market segments provide a good basis for long-term continuity. technology (energy & environment) and in the growing government-financed markets. In addition to a structural share of recurring business Imtech has seen the first signs of a tentative recovery in several market segments. Imtech is also hallmarked by a flexible project organisation that can adapt to changing market conditions. This instils extra confidence in the future. FURTHER GROWTH THROUGH ACQUISITIONS One large acquisition in the Nordic region (NVS with 2,300 employees) and ten other medium and smaller acquisitions (total revenue: 550 million euro) made 2008 a very busy year for acquisitions. In 2009 all these acquisitions were integrated and several new acquisitions in Romania, Spain and the Nordic region were completed. The total purchase price of these new acquisitions (including maximum earnout) was 31 million euro. The total revenue of these acquisitions amounts to around 40 million euro per annum with around 525 new employees. All the companies acquired have made an immediate contribution towards earnings per share. Imtech sees good opportunities for further strengthening its portfolio through acquisitions in the coming years. UNCHANGED LONG-TERM OBJECTIVES Imtech has formulated the following long-term strategic objectives: to be the best technical services provider both in Europe and in the global marine market; to achieve at least a top-3 position in every Imtech country and in every market relevant for Imtech; to achieve revenue of 5 billion euro in 2012; to maintain an operational EBITA margin target of 6%. Despite the economic climate these growth targets remain unchanged. Imtech s existing credit facilities are ample to finance this growth. FURTHER GROWTH IN 2010 Imtech started 2010, the year in which it celebrates its 150- year history, with a very well-filled order book, whose quality remained stable. A comfortable position to be in. Although market conditions remain challenging, strong market positions, size, an extensive portfolio of services and a large and very diverse base of nearly 20,000 customers in numerous market segments make continuity, and with it further growth, possible. Imtech s strong position in Germany & Eastern Europe (worth around 25% of the total activities) instils additional confidence. Imtech is also very well positioned in the growth market of green Against this Imtech has noticed the negative effects of the challenging economic situation. Customers found themselves in a difficult financial position, which led to projects being deferred or delayed. Competition is increasing and market volumes are under pressure. On top of this the potential shortage of experienced employees in the future remains an issue. Imtech believes itself to be resilient enough to seize the opportunities arising from its broad portfolio and strong market positions and to avert the threats. Imtech s faith in its own strength is reinforced by its successful strategy and track record of robust growth in recent years. Weighing up the opportunities and threats Imtech is, and will remain, well balanced. The focus, even in the current market situation, remains on growth. In the context of the challenging market conditions Imtech is implementing a pro active financial policy. Considerable attention is being paid to managing working capital, risk management, cost control, the financial position of customers and co-operation partners and strengthening the internal European co-operation. Imtech is also making the most of its strong procurement position and procurement contracts are being revised or renegotiated. According to its current views, in 2010 the Board of Management expects a further EBITA increase through organic growth and acquisitions. Gouda, 15 February 2010 René van der Bruggen, Chairman Boudewijn Gerner, CFO 11

REPORT OF THE SUPERVISORY BOARD We hereby submit to the shareholders for approval the financial statements for the 2009 financial year prepared by the Board of Management. These financial statements have been audited and certified by KPMG Accountants N.V. ( KPMG ) (page 126), and discussed by us and the Board of Management in the presence of KPMG. We advise the shareholders to adopt these financial statements. The statutory appropriation of profit is stated on page 127. After consultation with the Board of Management, and in accordance with the dividend policy, we propose that for 2009 a dividend of 0.64 euro per ordinary share is paid (a pay-out of 40%) and that a sum of 76.0 million euro is transferred to the reserves. The dividend may be paid out either entirely in cash or entirely in ordinary shares charged to the tax exempt distributable share premium reserve or other reserves, whichever the shareholder prefers. The swap ratio of this optional dividend will be announced after the stock exchange closes on 21 April 2010. During the year under review six scheduled meetings were held during which we advised the Board of Management and, with the interests of all stakeholders in mind, supervised the Board of Management s policy and Imtech s day-to-day business progress. In addition, the Audit Committee met three times, the Remuneration Committee met twice and the Nomination Committee met once. The reports of these meetings were discussed by the Supervisory Board. The attendance of members of the Supervisory Board at all these meetings was (unless prevented by illness) almost full. The division of tasks and the working method of the Supervisory Board and its Committees are described under Corporate Governance (see page 16). Supervisory Board members participated in each of the two consultation meetings with the Central Works Council during which special themes were discussed. As is now customary, during one of our meetings one of the divisional general managers reported on the division s business progress and one of the meetings was held on location (at NVS in Stockholm), during which a project was visited. Summarised, the standard topics discussed were: (i) the actual operational and financial progress compared with the budget and other targets, (ii) the strategy, market development and acquisitions (prior evaluation and subsequent analysis), (iii) internal control and risk management, (iv) management development, organisational structure and the functioning and remuneration of the Board of Management, (v) relevant social aspects of business operations and (vi) the Supervisory Board s composition, profile and own functioning. This year extra attention was paid to the possible impact of the recession on the operational and financial progress, the relevant social aspects of business operations and Imtech s legal structure. OPERATIONAL AND FINANCIAL PROGRESS Business progress within the divisions and the operating companies and the financial reporting were discussed (the half-yearly and annual figures in the presence of KPMG) both in the Supervisory Board meetings and in the meetings of the Audit Committee, where various issues were discussed in more detail. Other issues discussed were KPMG s reports, the annual forecast and the 2010 budget. Analysts reports concerning Imtech were discussed regularly. Constant attention was paid especially by the Audit Committee to risk management, the provisions, working capital and the cash position. KPMG has reported to us regarding its independence from Imtech. In this context the Audit Committee considered KPMG s functioning and its fees for auditing the financial statements, other audit-related services and other non-audit services. Futhermore, KPMG confirmed its independence from Imtech in accordance with the professional standards applicable to KPMG. KPMG also attended the General Meeting of Shareholders on 7 April 2009. Full-scope climate technology on board new Royal Navy aircraft carriers Imtech is responsible for the innovative technical design, engineering, equipment, delivery, installation and commissioning of the sustainable climate technology with full-scope HVAC solutions (Heating, Ventilation and Air Conditioning) in two, new, 280-metre-long aircraft carriers for the Royal Navy. 12

REPORT OF THE SUPERVISORY BOARD STRATEGY, MARKET DEVELOPMENT AND ACQUISITIONS Considerable attention was paid to the strengthening of Imtech in accordance with the 2012 strategic growth plan, approved by the Board of Management, including the markets in which Imtech wishes to operate (geographical and technological). The underlying principle is, and will remain, the creation of long-term shareholders value. During 2009 Imtech was strengthened through the, Supervisory Board approved, acquisition of various smaller and medium-sized companies with the aim of strengthening the positions in Scandinavia, Spain and Romania. In total these acquisitions involve around 525 employees and revenue of around 40 million euro per annum. The actual performance of earlier acquisitions compared with the expectations expressed at the time of the acquisition is evaluated regularly to ascertain the extent to which the predicted shareholders value has actually been created. INTERNAL CONTROL AND RISK MANAGEMENT Attention was also paid, especially by the Audit Committee, to the Board of Management s evaluation of the internal risk management and control systems, the following-up of recommendations resulting from KPMG s investigations of the internal control systems, the influence of economic conditions on the markets in which Imtech is active and compliance with relevant legislation and regulations and the functioning of internal guidelines. Imtech has no internal audit department. On the basis of the annual evaluation of its Audit Committee the Supervisory Board concludes that there is no need for such a department because there are other measures providing for this. MANAGEMENT DEVELOPMENT, FUNCTIONING, REMUNERATION POLICY AND BOARD OF MANAGEMENT SALARY COMPONENTS On the personnel front the topics discussed were the organisational structure and the senior management succession planning. The functioning of the Board of Management and its members was also evaluated in the absence of the Board of Management. Imtech wins various Olympic orders Imtech has won several technology orders related to the 2012 Olympic Games the Olympic stadium (see page 48), the Olympic shopping centre Westfield Stratford City (150,000 m 2 ), the Velodrome (photo), the basketball hall and various accommodation facilities. with relevant experience. The salary structure is aimed at an optimum balance between the company s short-term results and long-term goals. In view of Imtech s ambitious growth targets more weight is given to the long-term variable income component, which means the remuneration policy is long-term performance driven. During the Shareholders Meeting of 7 April 2009 it was resolved that as of 1 January 2009 the level of the variable income for the Chief Financial Officer (CFO) for the at target achievement of the specified targets will be 100% of the basic salary (was 80%) of which 40% (was 40%) will relate to the short term (one year) and 60% (was 40%) will relate to the long term (three years). The main lines of the remuneration policy approved by the shareholders and currently in force are as follows: the basic salary is set at the median level of the reference market for Board members of larger Dutch companies; the variable income depends on targets set in advance and can, if achieved ( at target ) add 135% to the basic salary of the Chairman of the Board of Management and 100% to the basic salary of the CFO. The targets for the Chairman of the Board of Management and the CFO are focussed for 40% on the short term (one year) and 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 targets (20%); The objective of the remuneration policy is to recruit, motivate and retain qualified and experienced managers 13

REPORT OF THE SUPERVISORY BOARD the long-term variable income targets are in the area of strategic goals (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 peer group companies annual share price increase plus distributed dividend. the peer group comprises the companies in the Midkap index of the NYSE Euronext stock exchange in Amsterdam; achievement of the short-term targets is rewarded via an annual cash bonus; achievement of the long-term targets is rewarded after three years via a bonus in shares, which are awarded conditionally in advance. The five-year lock-up period commences on the date the shares are awarded conditionally; the Remuneration Committee may, per target, deviate from the bonus in cash or shares set for at target (level 100%). For excellent performance the bonus 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 targets. The measurement method is based on a sliding scale within a graduated classification; the secondary employment conditions remain unchanged. The targets for the variable income (both short-term and long-term) are reviewed annually and specified for each Board of Management member at the beginning of each year. The Remuneration Committee s remuneration report is published on Imtech s website (www.imtech.eu). The Remuneration Committee proposed, and the Supervisory Board approved, the following in respect of the various salary components of the Board of Management members. As of 1 January 2009 the basic salary of the Chairman of the Board of Management has been increased by 6% and fixed at 629,700 euro. The basic salary of the CFO has been increased by 11% to 431,200 euro. This brings the salaries in line with the median level of Board of Management members of larger Dutch companies whose functions are of a comparable weight. The achieved level of short-term variable income for 2008 (paid out in 2009) was 77% of the 2008 basic salary for the Chairman of the Board of Management ( at target 55%) and 58% for the CFO ( at target 40%). Both Board of Management members delivered excellent performances by significantly exceeding the targets related to EBITA growth and revenue growth. In the context of the long-term variable income 2006 2008, in April 2009 34,996 shares were awarded unconditionally to the Chairman and 12,546 to the CFO. This number was awarded taking into account the achievement of targets whereby the operational EBITA margin growth and revenue growth were deemed to be excellent and the completion of the strategic long-term plan was considered to be good. The average Total Shareholder Return position was judged to be good. This means that 123% of the conditionally awarded shares was awarded unconditionally. High-tech wind tunnel for BMW Imtech helps the automotive industry with advanced test technology for the development of new models with low fuel usage and CO 2 emissions. In a wind tunnel a maximum wind speed of over 280 kilometres per hour is generated, simulating relevant climate and road conditions for BMW. For the 2009 2011 long-term variable income 44,699 shares have been awarded conditionally to the Chairman of the Board of Management and 22,957 to the CFO (calculated at a price of 11.27 euro). To a great extent the strategic targets are linked to the achievement of a complete portfolio per strategic country, revenue growth, EBITA margin development, acquisitions and TSR. The employment agreement with the Chairman of the Board of Management stipulated he will retire at the age of 62. The Supervisory Board is delighted that Mr. Van der Bruggen has been willing to extend his contract by three years. The supplementary agreements, which were approved by the Shareholders Meeting of 7 April 2009, are as follows: (i) if the operating results increase in line with 14

REPORT OF THE SUPERVISORY BOARD Sustainable energy from agricultural slurry Imtech was responsible for the technology in two Anglian Water Services high-tech biogas plants in Great Billing in the UK. These plants generate more than 2 MW of sustainable energy a year from agricultural slurry through a combination of innovative slurry processing and biogas technology. the 2012 strategic growth plan the basic salary will be increased by a minimum of 5% per annum, (ii) shares will also be awarded conditionally (pro rata) in the year Mr. Van der Bruggen retires, and (iii) as of the date on which Mr. Van der Bruggen attains the age of 63 the long-term targets will be amended to targets applicable for the remaining period of employment. With the exception of the above the current Remuneration Policy and Share Scheme remain applicable. SUPERVISORY BOARD COMPOSITION, PROFILE AND OWN FUNCTIONING The functioning of the Supervisory Board and its members was evaluated, as in previous years, on the basis of a questionnaire, in the absence of the Board of Management. The composition of the Supervisory Board and the skills of its individual members fulfil the specifications laid down in the profile. All the Supervisory Board members are independent of Imtech as stipulated in the Dutch Corporate Governance Code. The division of tasks and working method of the Supervisory Board and its Committees are stipulated in charters. The profile and the charters are published on Imtech s website (www.imtech.eu). Please refer to the inside cover for the function summary of the members of the Supervisory Board. OTHER There were no transactions involving a conflict of interest of Supervisory Board or Board of Management members. No loans, advances or guarantees were provided to the members of the Board of Management or Supervisory Board. We thank the Board of Management and all the staff for their dedication and efforts during the past year. Gouda, 15 February 2010 On behalf of the Supervisory Board Rudy van der Meer, Chairman During the Shareholders Meeting of 7 April 2009 Mr. Van der Meer was reappointed for a period of four years. The meeting was also notified of the forthcoming resignation in 2010, in accordance with the rota, of Messrs. Van Amerongen and Van Tooren, who have both expressed their willingness to be reappointed. The Supervisory Board intends recommending the reappointment by the Shareholders Meeting of Messrs. Van Amerongen and Van Tooren for a period of four years. The Central Works Council endorses this recommendation for reappointment unanimously. 15

CORPORATE GOVERNANCE Imtech N.V. is a large company (under a mitigated regime in accordance with Article 155 of Book 2 of the Dutch Civil Code). The company 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 starting points 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 Code ) is applicable to Imtech and is formulated in principles and concrete stipulations. Imtech fully endorses these principles. With several exceptions all the stipulations of the code have now been implemented in regulations, Articles of Association and other rules and codes and have been made public via the website. BOARD OF MANAGEMENT The BoM is entrusted with managing the company and represents the company. The BoM is responsible for the achievement of the targets, strategy (with related risk profile), financing, 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. The BoM submits all 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 GMS. guidelines for the preparation of financial reports and for the procedures to be followed; a monitoring and reporting system; business principles and a whistle-blower s regulation. The BoM determines, with the approval of the SB, which portion of the profit will be reserved. The remaining profit 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. By virtue of its designation by the GMS, the BoM, with the approval of the SB, is authorised to decide to issue 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 company shares. This designation and/or authorisation is requested during the GMS for the therein specified number of shares and is always valid for a period of eighteen months. The BoM is authorised to sell the purchased company shares, with the prior approval of the SB. The BoM may not participate in the capital of other companies, or invest in enduring manufacturing tools and real estate, insofar as the participation or investment involves an amount of five million euro or more, without the prior approval of the SB. The BoM decisions that are subject to the approval of the SB are listed in Article 164 paragraph 1 of Book 2 of the Dutch Civil Code. The BoM notifies the SB and/or its Committees, in writing, of the main lines of the strategic policy, the general and financial risks and the internal risks management and control systems. The BoM submits to the SB for approval: the operational and financial targets; the strategy that must lead to the achievement of the targets; the preconditions that are applicable, including those related to the financial ratios, and the relevant aspects of Corporate Social Responsibility. The internal risk management and control instruments applied by Imtech are: risk analyses of the financial and operational targets; SUPERVISORY BOARD The task of the SB is to supervise the management of the BoM and the general course of business within Imtech. The SB also advises the BoM. The SB members perform their tasks with the interests of Imtech and its stakeholders in mind and also bearing in mind the Corporate Social Responsibility aspects relevant for Imtech. The SB draws up a profile that includes its composition and size (currently at least five members) taking into account the nature of the company, its activities and the desired expertise and background of its members. The SB strives for a mixed composition including in respect of its members age and gender. The SB discusses the profile and 16

CORPORATE GOVERNANCE every amendment to the profile during the GMS and with the CWC. The profile 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 specified 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 topics supervised by the Audit Committee are: financial reporting and procedures; the policy in respect of tax planning; corporate financing; 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 follow-up of remarks; the functioning and independence of the auditor; and supervision of compliance with legislation and regulations and the functioning of internal guidelines. The tasks of the Nomination Committee are: the selection criteria and nomination procedures in respect of members of the SB and BoM; the profile, the size and composition of the SB and BoM and the regular evaluation of the size and composition of the SB and BoM; the function of the SB and BoM members and the regular evaluation of this functioning; (re)appointments; and supervision of the policy in respect of the selection criteria and appointment procedures for higher management. The tasks of the Remuneration Committee comprise: the BoM remuneration policy; the share scheme for the BoM; the performance criteria and their application; the amount of the fixed and variable salary and the number of shares to be awarded; the amount of pension rights, redundancy schemes and other remuneration; and the remuneration report. The SB appoints an auditor to audit the financial statements proposed by the BoM, report on these financial statements and issue an auditor s report. The appointment may be withdrawn at any time by the GMS. APPOINTMENT AND REMUNERATION The SB specifies the number of members of the BoM. The members of the BoM are (re)appointed and dismissed by the GMS. A new BoM member resigns after 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 negate the binding character of this recommendation by a qualified majority. 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 within the framework of the remuneration policy by the SB on the recommendation of the Remuneration Committee. The SB s remuneration report comprises a report of the manner in which the remuneration policy has been implemented in the proceeding financial 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 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 specified for individual members, are included in the Report of the SB (see pages 13 and 14). The SB members are nominated by the SB on the basis of the profile and appointed by the GMS. The nomination is announced to the GMS and the CWC simultaneously. 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 qualified majority. 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. 17

CORPORATE GOVERNANCE 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 decisions that would cause 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; abandonment of trust in the SB; adoption of the financial statements of Imtech; approval of the profit 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: the Annual Report of Imtech; changes to the reserves and dividend policy; changes to the SB profile; changes to the Corporate Governance structure. At least one General Meeting is convened each year. Extraordinary Shareholders meetings are convened as often as the SB or BoM deems this necessary. The BoM and SB provide the GMS with all the information requested, unless this would be seriously detrimental to the Company s 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 The authorised capital comprises registered shares divided into ordinary shares, financing preference shares and preference shares. Each share entitles the holder to cast one vote, with the exception of financing preference shares for which the voting rights are based on the actual value of the capital contribution. Please see page 127 for profit appropriation and the dividend proposal. The subscribed capital consists entirely of the ordinary shares that are fully paid-up and that are traded via the giro-based securities transfer system. No preference shares and financing 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. 18 OPTION AND SHARE SCHEME, PURCHASE OF SHARES Imtech operates a personnel share scheme whereby a number of executives are granted options on ordinary shares (see page 95 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 97). Each year the SB determines, on the recommendation of the Remuneration Committee and in accordance with the remuneration policy, the shares to be awarded conditionally and unconditionally. To cover the obligations arising from options granted (fully) and shares awarded conditionally (at target) Imtech purchases shares. RULES REGARDING INSIDE INFORMATION Within Imtech Rules regarding the reporting and regulation of transactions in Imtech N.V. 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 the large operating companies and a number of permanent consultants). STICHTING IMTECH Imtech N.V. has granted Stichting Imtech (a foundation) an option on up to a maximum of 180 million preference shares in its share capital, with the proviso that the Stichting may only take preference shares up to a total number equal to the total number of all ordinary shares Technological relocation of Shell New Technology Centre When Shell moved its laboratory in Amsterdam to the Shell New Technology Centre, Imtech was responsible for the engineering and technological relocation of over 900 laboratory set-ups and pilot plants, including numerous technical improvements.

CORPORATE GOVERNANCE and financing preference shares outstanding at the time the option right is exercised. In the year under review Imtech notified the Stichting that it was willing, in principle, on agreement to grant the Stichting when the occasion arises the right to instigate an inquiry, as understood in Article 345 of Book 2 of the Dutch Civil Code, should this be desirable or imperative in the opinion of both parties within the context of the objective of the Stichting. The Stichting is a separate foundation that functions independently of Imtech. The Stichting s 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 influences contrary to such interests that could impair the continuity or independence of Imtech. The option can be exercised if, and at the exclusive diseretion 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, (other) shareholders, employees or other stakeholders of Imtech. In such instances the option of issuing preference shares may be utilised. Such instances do not necessarily have to be limited to acquisition or attack, the decision rests with the Stichting. Imtech will not endeavour to use the issue of preference shares to expand its financing sources. 50% energy savings in BNP Paribas Fortis head office Imtech s green technical solutions, including combined heat & power, innovative energy storage, solar panels, energyefficient heat pumps and high-tech refrigeration, were installed during the renovation of BNP Paribas Fortis head office in Brussels and have resulted in energy savings of 50%. represented by Mr.. L.J.J.M. Lutz, and Messrs. J.H. Holsboer and M.P. Nieuwe Weme. ACCOUNTABILITY CODE Imtech applies all the stipulations of the Code with the exception of one deviation: existing contractual agreements with BoM members will be honoured in accordance with the principles of Dutch Labour Law. The Code will be applied in the future when appointing BoM members. If it has taken up its full option the Stichting may cast a maximum of 50% of the votes in a GMS, assuming the total issued share capital is represented. If preference shares are subscribed the Stichting must deposit 25% of the nominal amount for which it has signed a credit agreement with RBS (or its legal successor). 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 the Articles of Association of Imtech N.V. 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 profit is insufficient to pay out this primary dividend the shortfall can be paid out of the reserves and/ or future profit (see also page 127). In the year under review no preference shares were outstanding with the Stichting. Stichting Imtech s Board now comprises an Escrow Services BV (Chairman), 19

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 Jan Jacob van Rietschoten, the founding father of Imtech. De Passage : first electric public lighting in the Netherlands in 1888. Hendrik van Buuren, Rudolph Otto Meyer, Internatio (the I in Imtech), Wilhelm Müller (the M in Imtech), Imtech has many forefathers. But it was Jan Jacob van Rietschoten who laid the first foundation stone of Imtech 150 years ago. In 1860, at the beginning of the industrial revolution, he founded Van Rietschoten & Houwens the company that from then on was always at the forefront of industrial innovations. This predecessor of Imtech brought the first steam machines for loading and unloading ships onto the Dutch market, was responsible for the first electric public lighting, was the first to use semi-conductors in ships security systems and developed the first telephone exchange switchboards. For 150 years technological innovation and integration have been the foundation on which Imtech has been built. They are the basis of the Imtech success. Imtech = E + ICT + M: a virtually unique combination of E (electrical engineering), ICT (information and communication technology) and M (mechanical engineering) throughout most of Europe and in the global marine market. For 150 years we have been inspired by technology, thanks to Jan Jacob van Rietschoten! 150 years of technological progress and successful business.

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 First combination of electrical and mechanical technical solutions around 1900. Smart technology that contributes towards a better world. For 150 years Imtech has used technology in its search for future-oriented solutions to social issues. Solutions like the Strebel boiler developed back in 1893 and the forerunner of today s heating boiler system. Nowadays the focus is on the environment, on (energy) saving and sustainability and Imtech is helping with the generation of green energy for buildings, airports, ships and data centres. Imtech was responsible for the green revitalising of Deutsche Bank s head office in Frankfurt one of Europe s largest and greenest buildings. Imtech has also been entrusted with the green renovation of BNP Paribas Fortis head office in Brussels, the green head office of the Dutch Army in Utrecht and the green stadium for the 2012 London Olympic Games. What about Imtech s own premises? Imtech s office in Eindhoven, the Netherlands, is an energy-neutral building following the cradle-to-cradle principle. Imtech is also involved in the development of the future generation of sustainable technology for energy, water and the environment through its participation in Cleantech Fund I. We have been inspired by technology for 150 years; technology that improves society.

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 Official launching of the ss Rotterdam in 1957, full of Imtech technology. In the 1930s Imtech s predecessors brought about a minor revolution in the marine industry. While carrying out an order for the electrical systems in the Dutch Navy s submarines they discovered that, in practice, the cabling weighed twice as much as had been calculated beforehand. To reduce the weight they used sheet steel for the latest generation of switching, welding and distribution boxes rather than bronze (at that time the market standard). A good example of having in-depth knowledge of the customer s business and processes. While customers concentrate on their core business, Imtech concentrates on providing improved efficiency, the lowest cost of ownership and a better result. In the 21st century this means ensuring a comfortable internal temperature at airports thanks to sustainable technology with an extremely high degree of heat reuse. Or providing high-tech ICT that enables hospitals to be organised in a way that means the care process runs more efficiently. Or equipping ships in such a way that maximum performance goes hand-in-hand with sustainability and comfort. We have been inspired by technology for 150 years; technology that improves business.

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 Workshop from 1920. First and foremost technological solutions must do what they are meant to do. And our technology has been doing just that for 150 years. There are so many examples. From the 1920s on public lighting was installed at a rapid pace throughout the Netherlands and in the 1960s ordinary households could enjoy the comfort of central heating. In 1932 a heating system that was, for its time, extremely innovative was installed in Vatican City. Today, in the 21st century, Imtech is still coming up with new technical solutions that work. Smart technology ensures maximum traffic flow on motorways and up-to-theminute traffic information. High-tech facilities and digital information systems enable factories to run 24 hours a day with minimum staffing. Smart incineration technology results in the most efficient power plants. We can steer colossal sea-going vessels with a joystick. The elderly can carry on living in their own homes for longer thanks to inventive domotica. Technology permeates our daily lives to such an extent that we are often no longer aware of it. Because it does the job it is meant to do. We have been inspired by technology for 150 years; technology that works.

REPORT OF THE BOARD OF MANAGEMENT HIGHLIGHTS 2009 Order book up by 5% to 4,748 million euro, a good starting point for 2010. 2009 again a good year for Imtech despite challenging market conditions: EBITA: 235.9 million euro, + 20% (organic + 7%); Revenue: 4,323 million euro, + 12% (organic + 3%); Operational EBITA margin: up to 5.8% (2008: 5.5%); Net profit: 126.2 million euro, + 11%; Earnings per share before amortisation and impairment of intangible assets: 1.92 euro, + 17%; Prosponed dividend per ordinary share: 0.64 euro, + 8%. Imtech s proposition high-tech multidisciplinary technical total solutions through the combination of electrical engineering, ICT and mechanical engineering proves its worth even in a period of economic crisis. Drivers for growth are: strong position in the growth segment energy & environment (energy, water, environment and fine particles) with an increasing demand for green technology: 25% of the total revenue of 4.3 billion euro; recurring business: 55% of activities; broad portfolio with strong market positions in Europe and in the global marine market. Thanks to acquisitions a position acquired in Romania and positions in Spain and the Nordic region reinforced. No change to the strategic plan 2012: revenue 5 billion euro in 2012 while maintaining an operational EBITA margin target of 6%. Outlook 2010: a further increase of EBITA through organic growth and acquisitions. Key figures 2007 2009 in millions of euro 2009 2008 2007 Revenue 4,323 3,859 3,346 EBITA 235.9 197.2 156.5 Operational EBITA margin 5.8% 5.5% 5.1% Net profit 126.2 113.3 91.9 Order book 4,748 4,514 3,815 Working capital excluding cash and cash equivalents 1,129 1,039 622 Number of employees as at 31 December 22,955 22,510 18,231 2009: AGAIN A GOOD YEAR FOR IMTECH Despite the challenging market conditions brought about by the economic crisis 2009 was again a good year for total solutions through the combination of electrical engineering, ICT and mechanical engineering has proven its worth even in the current market. Imtech. Imtech has shown itself very resilient in the face of the recession. Despite poor market conditions with pressure on market volumes and margins, Imtech achieved All the clusters made a very positive contribution towards the result. In Germany & Eastern Europe particularly robust further growth, both organically and through acquisitions. growth was achieved in contradiction to market Imtech also succeeded in building up an order book of 4,748 million euro (+ 5%) for 2010. The quality of the developments. A good performance was also achieved in the UK, Ireland & Spain and Nordic clusters despite the orderbook remained stable. This instils confidence. difficult market conditions in these regions. The Imtech s proposition high-tech multidisciplinary technical performance in the Benelux remained stable. The slight 24

REPORT OF THE BOARD OF MANAGEMENT drop in the result of the ICT, Traffic & Marine cluster was The balance sheet total rose by 111 million euro to 2,584 mainly due to volume and margin pressure in the European million euro as at the end of 2009 (end of 2008: 2,473 ICT market. million euro). This increase was mainly generated by the acquisitions effected during 2009. The balance sheet As was the case in 2007 and 2008, Imtech s performance increase was also due to organic growth of the working in 2009 resulted in a further increase of the operational capital. EBITA margin. In 2007 this amounted to 5.1%, in 2008 it rose to 5.5% and in 2009 it reached 5.8%. Given the market Total shareholders equity rose by 102 million euro to conditions this was an excellent achievement. 501 million euro. Offset against the profit over the 2009 financial year (127 million euro) and the positive currency The operating profit before amortisation and impairment translation differences (24 million euro) was a dividend of intangible assets (EBITA) rose by 20% to 235.9 million pay-out (29 million euro), and the change in the hedging euro (2008: 197.2 million euro) of which 7% was organic reserve (14 million euro). (2008: 14%). The operating result (EBIT) rose by 29.1 million euro to 212.9 million euro (2008: 183.8 million euro), Investments in property, plant and equipment amounted an increase of 16%. The net profit attributable to to 41.3 million euro (2008: 39.9 million euro). Investment is shareholders in Imtech N.V. amounted to 126.2 million euro expected to remain at a similar level in 2010. Disposals (2008: 113.3 million euro) an increase by 11%. involved a carrying value of 5.4 million euro (2008: 3.1 million euro). In 2009 depreciation on property, plant Revenue rose by 12% to 4,323 million euro (2008: 3,859 and equipment was 30.8 million euro (2008: 29.3 million million euro) of which 3% was organic (2008: 8%). Benelux euro). was the most important market (28% of the total revenue), followed by ICT, Traffic & Marine (27%), Germany & Eastern Net cash flow from operating activities rose by 102 million Europe (25%), UK, Ireland & Spain (13%) and the Nordic euro to 150 million euro. The EBIT was higher (up by 29 region (7%). million euro) and the change in working capital compared to 2008 has improvedly 74 million euro. Earnings per share before amortisation and impairment of intangible assets rose by 0.28 euro to 1.92 euro (+ 8%) Net cash flow from investment activities was 92 million based on the average number of issued shares during the euro negative (2008: 337 million euro negative) mainly due financial year. The proposed dividend is 0.64 euro (2008: to acquisitions. 0.59 euro) per ordinary share, an increase of 8%. Net cash flow from financing activities amounted to 48 The exchange rate of non-euro-related currencies (mainly million euro negative (2008: 170.4 million euro positive) British pound, Polish zloty, Swedish and Norwegian crowns) primarily due to the increase in the debt position as a result compared to the euro had a negative effect of 6.7 million of acquisitions. euro on the EBITA and of 94 million euro on the revenue. On 31 December 2009 Imtech had over 109 million euro in SOLID FINANCIAL POSITION cash and cash equivalents at its disposal (2008: 102 million Imtech has a solid financial position. Net finance expenses euro) and the net debt was 420 million euro (2008: 445 rose by 12.8 million euro to 42.1 million euro. This increase million euro). Interest coverage amounted to 7.3 (2008: 6.3) was caused primarily by the net interest charges which and average net debt/ebitda was 1.7 (2008: 1.6). rose from 18.6 million euro to 29.1 million euro due to a higher net debt position as a result of acquisitions A BROAD PORTFOLIO completed mainly in 2008 and organic growth of the Its diverse portfolio is one of Imtech s strengths. Its strong working capital. market positions, large size, extensive services package and very diverse base of approx. 20,000 customers in Taxes amounted to 44.0 million euro, 2.8 million euro more numerous market segments make continuity and further than in 2008. The effective tax rate was 25.7% (2008: growth possible. 26.6%). 25

REPORT OF THE BOARD OF MANAGEMENT Benelux: growth despite challenging market 6% higher than at the end of 2008. The EBITA margin (in conditions 2007 still 4.5%) rose yet again from 5.7% in 2008 to 7.3% In the Benelux Imtech did experience some effects of the in 2009. In view of the economic conditions this worsening economic situation. Revenue (1,190 million euro) performance was more than excellent. and EBITA (46.1 million euro) both increased by 2%. At 3.9% the operational EBITA margin remained at a reasonable Imtech can look back on a very positive 2009 in Germany level. By contrast, the order book as at 31 December 2009 & Eastern Europe. Organic growth was achieved despite stood at 1,306 million euro 3% lower than at the end of the difficult market. The number of successful projects 2008. was impressive in a broad range of markets, such as energy, green buildings, airports, stadiums, care & cure, data A substantial reduction in investment was the key feature centres and the pharmaceutical and automotive industry. of the market for technical services provision in the Imtech also focused more on technical maintenance & Benelux. In the buildings and industry markets the market management, which also increased the margin. In Eastern volume fell dramatically, market conditions were Europe Imtech maintained its position despite being challenging and competition was fierce. As a result Imtech confronted with severe effects of the economic crisis. In had to put its shoulder to the wheel. The indirect costs accordance with the strategy Imtech s position was further were reduced substantially and operational excellence improved in Poland (organically) and Romania (through an programmes were implemented. By contrast, the acquisition). From Germany a start was also made on infrastructure market grew, in part thanks to governmental building up positions in Switzerland and Austria. All of this economic stimulation programmes. In Luxembourg Imtech means that in this cluster Imtech is far less sensitive to the continued to perform well. An increasing demand for effects of the economic crisis. energy-efficient solutions was very noticeable in every market. This offered some compensation for the decline in UK, Ireland & Spain: a solid performance the buildings and industry markets. in difficult market conditions Market conditions in the UK, Ireland & Spain were badly Germany & Eastern Europe: an excellent growth affected by the economic crisis. Market volumes fell by performance in a difficult market tens of percent, competition increased and margins were In Germany & Eastern Europe Imtech made the maximum under pressure. Despite all this Imtech proved very capable performance from its strong market position. Organic of holding its own in these countries. Revenue rose by 8% growth was robust, revenue rose by 6% to 1,103 million with most of the increase being organic and EBITA euro, EBITA rose by 36% to 80.3 million euro and on was 33.5 million euro (+ 3%). The operational EBITA margin 31 December 2009 the order book was at 1,620 million euro remained good at 6.0%, which in these market conditions was exceptional. The order book rose by 4% to Technology in the 546 million euro as at 31 December 2009. PGE Baltic Arena in Gdansk Imtech was able to offset the steep decline in the British property market thanks to its broad portfolio, sharp focus The PGE Baltic Arena on the energy, water and education markets and (44,000 seats) in investments related to the 2012 Olympic Games. In Ireland Gdansk, Poland, is reduced investment in the pharmaceutical industry put a multifunctional pressure on revenue and margin, but here too the focus on stadium that will serve as the home stadium energy bore fruit. The export of technology from Ireland for the 2012 European Football Championship. also intensified. In Spain large, ongoing (petro)chemical Imtech is responsible for the high-tech climate projects and the strong position in maintenance, technology including innovative applications for management and upgrading in the oil & gas industry and energy, cold/heat, ventilation and fire security. the steel sector offered protection against margin erosion. The same applied to the maintenance focus in the buildings market. Achieving this did, however, mean pulling out all the stops. 26

REPORT OF THE BOARD OF MANAGEMENT Nordic: a strong, strategic portfolio, ensures continuity In November 2008 Imtech acquired NVS Installation AB (NVS). NVS is one of the largest players in the Swedish and Norwegian technical services provision market and also occupies a base position in Finland. This acquisition laid a foundation for a strong Imtech position in the Nordic region. In 2009 Imtech (NVS) performed well with revenue of 313 million euro and an EBITA of 25.4 million euro. Despite the difficult market and thanks to a continuous focus on margin the operational EBITA margin was a high 8.1%. This makes Imtech (NVS) one of the best performing technical (installation) companies in Scandinavia. At the end of 2009 the order book stood at 243 million euro a growth of 54%. This is the result of increasingly larger projects being won. Industrial maintenance in Spanish industry Imtech occupies a strong position in the Spanish industrial maintenance market and stands out from the competition thanks to its multidisciplinary approach, for example for steel manufacturer Acerinox and the Spanish oil and gas companies Cepsa and Repsol as well as BP. Although the economies of Sweden, Norway and Finland were also confronted with the negative effects of the recession, in 2009 Imtech (NVS) achieved progress. The broad, well-spread portfolio and strategic position offered protection from the difficult market conditions. The focus was also on improving productivity and growth in the energy, care & cure and fire security markets. The extensive base of long-term maintenance contracts offered continuity. Various smaller acquisitions aimed at building up strong local positions in strategically selected geographical markets also contributed towards the growth. ICT, Traffic & Marine: mixed picture Due to the challenging economic situation, overall the activities in the ICT, Traffic & Marine cluster performed less well than in 2008. The picture was mixed. In the European ICT market substantially lower investment led to pressure on revenue and margin. In the European and international Traffic and Marine markets a further growth was achieved despite difficult market conditions. This qualifies as a very good performance. The overall revenue increased by 8% to 1,159 million euro. The EBITA fell by 5% to 67.1 million euro. The EBITA margin fell to 5.8% (2008: 6.6%). By contrast, the order book increased to 1,033 million euro, a growth by 9%. The considerable reduction in volume and the pressure on margins caused by the economic conditions led to a lower performance being achieved in the European ICT market. Even so Imtech proved to be relatively resilient in the face of the economic crisis, especially when compared to the competition. This was partly thanks to its broad spread across many segments and countries, strong positions in certain software niches, intensive co-operation with world-market leaders such as IBM, Microsoft, SAP and Cisco. In addition, cost savings and a limited reorganisation were carried through. The demand for integrated Traffic solutions increased. In line with the strategy an organic growth was achieved some of which derived from the firm foundation of multiyear maintenance contracts. Although there was a slight decline in the urban and Eastern European markets, the inter-urban and Nordic markets developed well thanks to economic incentive programmes. The international parking activities achieved further growth despite variable success in various countries. In the Marine market the crisis resulted in reduced volumes in the oil & gas, container ships, bulk transport and inland waterway shipping segments. By contrast the demand for green ships and activities related to naval programmes increased. Although the volume of service, maintenance and management activities came under pressure due to the global reduction in container and bulk shipping, Imtech performed very well in this area thanks to its extensive and strategically strong service network. The market for luxury yachts and cruise liners remained good. Overall Imtech achieved growth. 27

REPORT OF THE BOARD OF MANAGEMENT Customised ERP software in Austria and Slovenia Imtech excelled with SAP s high-tech logistics ERP software (CargoNET and ILS parcenet ) for various European postal services including Austria Post and Slovak Parcel Service. Strong growth in green technology The fast-growing demand for green technology was a major driver of the positive development. Imtech is one of Europe s strongest technical players in the field of energy technology. By integrating energy solutions into the total approach extra added value is delivered. This translates into reduced energy usage, lower CO 2 emissions, lower energy costs, better exploitation and a contribution towards the CSR (Corporate Social Responsibility) goals of customers in both the profit and non-profit sector as well as the provision of clean drinking and waste water. In the fast-growing European energy & environment market robust growth was achieved across a broad front. In 2009 these activities generated revenue, as in 2008, of 25% of Imtech s total revenue of over 4.3 billion euro. Imtech is well on course to achieving its strategy a further strengthening of this prominent position. To give some examples: the technology in the greenest building in Europe the two 150-metre-high towers of the Deutsche Bank in Frankfurt, the green renovation of BNP Paribas Fortis head office in Brussels, the Dutch Army s green headquarters in Utrecht and the green stadium for the 2012 London Olympic Games. There was also an increased demand for Imtech s sustainable technological solutions in the markets for green data centres, green ships, (decentralised) energy plants, sustainable waste water treatment solutions and emission-reducing traffic technology. Well positioned for increasing governmental investment Imtech is well positioned in government-financed markets such as mobility, infrastructure, rail, environment, water, care & cure and education. In 2009 around 30% of the revenue was generated via government-initiated or supported projects. In economically less favourable times governments follow an anti-cyclic investment policy in which technology is one of the mainsprings. Recurring business: a basis for long-term continuity Around 55% of Imtech s activities involve recurring business. Despite the difficult market conditions the thousands of maintenance contracts Imtech has been awarded in many market segments provide a good basis for multi-year continuity. Broad portfolio with strong market positions and substantial scale Technology plays an ever more important role in the solutions to economic and social issues. Thanks to its distinctive multidisciplinary technical proposition, Imtech has demonstrated for many years that it can respond appropriately to this basic trend. One of its strengths in this context is its broad portfolio with strong market positions in large parts of Europe and in the global marine market with almost 20,000 clients in a wide range of market segments. ACQUISITIONS Acquisitions are one of the strategic cornerstones of further growth. One large acquisition in Scandinavia (NVS with 2,300 employees) and ten other medium and smaller acquisitions made 2008 a very busy year for acquisitions (total revenue acquired: 550 million euro). In 2009 all these acquisitions were integrated. Imtech sees good opportunities for further strengthening its portfolio through acquisitions in the coming years. In 2009 Imtech was strengthened by the following acquisitions: The acquisition of Arconi leads to further growth in Romania Romania is a strategic growth market for Imtech. Which is why Arconi a strong Romanian player with which Imtech has worked via Germany for many years was acquired. Arconi is active in the office, bank, 28

REPORT OF THE BOARD OF MANAGEMENT department store, hospital, shop and hotel segments and in the industry market. In the fullness of time Imtech will be able to offer the total package of Imtech services to Romanian customers via Arconi. A magnetic field a million times stronger than the Earth s Three acquisitions strenthening the local positions in At the Helmholtz- Scandinavia in mind Zentrum in Berlin, a In 2009 three smaller technical specialists were scientific institute for acquired: two in Norway and one in Sweden: neutron scattering, Imtech was responsible for AT Furustad: an all-round technical services provider the power electronics for a high-field magnet in Norway, specialised in mechanical processes, with a magnetic field strength a million times energy and air and climate solutions; stronger than the Earth s. Olav C. Jensen & Søn: a technical services provider specialised in innovative service concepts in Ski in Norway a growth region strategically located between the cities of Oslo and Fredrikstad; Sundsvalls Rörteknik: a Swedish industrial services provider specialised in high-value process VISION AND ADDED VALUE technology in Northern and Central Sweden. Imtech supplies a cohesive package of technical services Acquisition of two Huguet companies increases the by combining electrical engineering, ICT (information and scope of services in Spain communication technology) and mechanical engineering In 2008 the acquisition of the first Huguet electrical in large parts of Europe and in the global marine market. engineering company and the commencement of This spectrum enables customers processes to be organic electrical engineering activities was the first improved. Imtech can take responsibility for all step towards building up multidisciplinary activities in technological solutions throughout their entire life-cycle. the Madrid, Barcelona and Navarra regions. In 2009 The objective is the improvement of customers business this was followed by the acquisition of two more operations, a better tuning to the end-users wishes and a Huguet electrical engineering companies operating in lower total cost of ownership. This enables Imtech s the Valencia and Murcia regions: customers to offer their customers a better service. Huguet Levante: an electrical engineering specialist Increasingly this demands partnerships with customers in the field of low and medium tension, fire and a thorough understanding of the domains in which detection and innovative cabling. Although the they operate. Imtech anticipated the trend to out-source focus is primarily on the hospital market, the non-core activities, such as engineering, technology, ICT, company is also active in the university, office, services and maintenance, to large multidisciplinary hotel, shopping centre and school markets: players. More and more customers are seeing Imtech as a Huguet Mantenimiento: a specialist in electrical strong co-operation party for asset management and outsourcing engineering and mechanical maintenance with a and as a technology partner for Engineering, sharp focus on regional and municipal authorities Procurement and Construction (EPC). Imtech is also and energy companies. The company also works increasingly awarded a partnership on a Design & for universities and hospitals. Construct, Design Build Finance & Operate or Design, Build & Maintain basis. Consultancy, engineering, project The total purchase price of these acquisitions (including financing, project management, asset management, risk maximum earn-out) was 31 million euro. The overall annual management, (energy) contracting and Public Private revenue of these acquisitions amounts to around Partnerships (PPP) are integral components of the concepts 40 million euro with around 525 new employees. The and services offered by Imtech. acquired companies made an immediate contribution towards earnings per share. The annual EBITA from the 2009 acquisitions amounts to 4.8 million euro of which 0.9 million euro was accounted for in 2009. 29

REPORT OF THE BOARD OF MANAGEMENT A complete package of green technology enables Imtech to contribute towards solving current social issues. Imtech supplies technical total solutions for green buildings, green ships and green data centres as well as numerous solutions for the generation of bioenergy (alternative energy plants fuelled by biomass, biogas and biodiesel), the power supply for energy plants and (decentralised) energy plants. The integration of smart energy concepts and high-tech energy technology leads to energy savings of up to 25% per annum. Imtech also measures energy performance and draws up plans for reducing energy use. Last, but by no means least, Imtech participates in numerous energy (pilot) projects and invests in the Cleantech Fund I with the objective of nurturing young and opportunity-rich clean technology companies. Imtech is also a strong player in the drinking and waste water treatment market and helps the automotive industry set up high-tech test facilities for the development of energyefficient and clean cars. But Imtech also helps find an answer to the more complex challenges of our time, such as making mobility manageable, reducing fine-particle emissions and improving the quality of care. ORGANISATION Imtech has a broad geographical spread. In Europe Imtech is active in the Benelux (Belgium, the Netherlands, Luxembourg), Germany, various Central and Eastern European countries (including Austria, Switzerland, Poland, Romania, Croatia, Russia and the Czech Republic), the Nordic region (Scandinavia Norway, Sweden and Finland), the UK, Ireland and Spain. The Pan-European and international activities comprise European ICT activities, European activities in the Traffic market (including parking) and global marine activities. Benelux In the Benelux Imtech offers nearly 5,000 customers total solutions in the field of electrical engineering, ICT and mechanical engineering in the buildings, industry, infrastructure & traffic markets. The Imtech divisions active in the Benelux are: Imtech Nederland: active in the buildings and industry markets (revenue: 731 million euro, number of employees 4,517), Imtech Infra: active in the infrastructure market and in the field of traffic and traffic technology (revenue: 224 million euro, number of employees: 1,572), Imtech Belgium: active in the buildings and industry markets (revenue: 180 million euro, number of employees: 863) and Imtech Paul Wagner et Fils in Luxembourg: active in the buildings market (revenue: 55 million euro, number of employees: 335). With around one hundred offices and competence centres Imtech has total coverage in the Benelux. There are also special business units for energy, high tension, care & cure, sprinkler technology, security, fire security, the pharmaceutical industry, the process industry, oil & gas, food & feed and industrial automation. Germany & Eastern Europe In Germany Imtech (revenue: 1,103 million euro, number of employees: 4,497) is one of the strongest players in the industry and buildings markets with a total of around 5,500 customers. There are six regions: North (Hamburg), West (Düsseldorf), Central (Frankfurt), East (Berlin), Southwest (Stuttgart) and South-east (Munich) with over sixty offices throughout the country. There are also separate business units for energy management, technological project development and PPP projects. The technical core competencies are surrounded by a finely meshed network of sustainable and customer-oriented services that support customers processes with high-value technological performance. Imtech also has competence centres in different innovative fields such as research & development, (decentralised) energy solutions, clean-room technology and high-tech test solutions for the automotive industry. Imtech s activities in Eastern Europe are increasing, especially in Poland and Romania, but also in Russia and the Czech Republic. In 2009 activities were also started in Switzerland and Austria. To a limited extent technical solutions are also exported all over the world on behalf of existing customers. Total solutions for luxury yachts Imtech offers technological total solutions for luxury yachts and in 2009 worked on luxury yachts at wharves in the Netherlands (Feadship and Amels), Germany (ThyssenKrupp Marine Systems and Lürrsen), the USA and several Gulf States. 30

REPORT OF THE BOARD OF MANAGEMENT Technical maintenance at Amsterdam University Imtech will be responsible for multidisciplinary preventative and corrective technical maintenance at two of Amsterdam University s locations Binnenstad and Roeterseiland (photo) for ten years. Nordic Thanks to the acquisition of NVS in 2008 Imtech is one of the largest technical services providers in the Nordic region (revenue: 313 million euro, number of employees: 2,378). The market is served from nearly one hundred offices in Sweden, Norway and Finland with a balanced spread across service, maintenance, management, renovation and new construction. Imtech (NVS) serves over 1,000 customers. In the field of HVAC (Heating Ventilation and Air Conditioning) Imtech is a strong player with a sharp focus on energy. Other fields in which Imtech is active include service and maintenance, industrial hydraulic and pneumatic services, (nuclear) energy plants, fire security, sprinkler technology and advanced cooling. UK, Ireland & Spain In the UK and Ireland (revenue: 336 million euro, number of employees: 1,273) Imtech holds good positions in the buildings, industry and infrastructure (water) markets with a total of around 1,300 customers. These activities are concentrated in Greater London, South-east England (the Cambridge region), the Midlands (around Nottingham), Yorkshire (around Leeds) and in and around the major cities in Ireland. Imtech offers technical total solutions, engineering and project management supplemented with professional maintenance services. There is a healthy spread across numerous market sectors. Imtech is one of the stronger nationally-operating players in the field of drinking water and (waste) water treatment, in the (bio) pharmaceutical industry and in the growth market of energy & environment. In Spain (revenue: 222 million euro, number of employees: 2,441) Imtech offers total technical services provision to the industry and building markets. Imtech holds a strong position and serves around 1,100 customers. The core activities industrial assembly, maintenance, shutdowns and revamping services are offered virtually nationwide and Imtech works in close co-operation with leading companies in a number of sectors including (petro) chemicals, steel and energy. The share of energy-related activities is growing. In the buildings market Imtech is active throughout the country. In this market Imtech also operates with a separate maintenance business unit. ICT The importance of ICT (information and communication technology) is growing structurally. This means ICT generally forms the core of solutions to social issues such as the environment, mobility, food provision, energy usage and water management. This is why Imtech wants to have a strategically strong European ICT axis at its command. The ICT division (revenue: 473 million euro, number of employees: 1,601) is structurally active in the Netherlands, Belgium, Germany, Switzerland, the UK and Austria. The division acts as a strategic front line, focuses on the latest technology and ensures the acquired knowledge is made available throughout the company. High-tech ICT solutions are supplied to around 4,700 customers. The focus is on offering integrated solutions with demonstrable addedvalue through proven expertise in software, business consultancy, dynamic ICT infrastructures and high-tech communication solutions in the Data centre Technology, Performance Solutions, ERP software and Managed Services fields of expertise. Intensive co-operation with world market leaders such as IBM, Microsoft, SAP and Cisco make high added value possible. Traffic Thanks also to Peek Traffic (a 2007 acquisition that, because of its strong name, has kept its own identity) Imtech has a strong position in the European traffic market, including parking activities (revenue: 126 million euro, number of employees: 999). Imtech offers around 300 customers a broad range of intelligent solutions in the field of intelligent transport systems, dynamic traffic management, traffic safety, traffic enforcement and environment as well as priority systems and dynamic travel information. Imtech is 31

REPORT OF THE BOARD OF MANAGEMENT Technological expansion of a biotechnical building for Merck Serono Merck Serono gave Imtech the responsibility for the hightech technical infrastructure, including an efficient heat retrieval system, in a bio-technical cancer treatment research and production facility in Corsier-sur-Vevey in Switzerland. active primarily in the UK and the Netherlands, parts of Belgium and Central and Eastern Europe (especially Poland and Croatia), Sweden and Finland. Mobility solutions are also exported to the rest of Europe and further afield. In line with the strategy the international character of the activities is growing rapidly. Imtech is active in the urban, inter-urban, traffic enforcement and traffic safety markets as well as in the high-tech traffic management centre market. Imtech also supplies total parking solutions (automatic parking and payment systems) to the Traffic market both via its own offices in the Netherlands, Belgium, France, Spain, the UK, the USA, Canada and Brazil and via various (trade) agents and representatives. Marine Imtech is one of the strongest players in the global marine market (revenue: 560 million euro, number of employees: 2,308) and an independent full-service supplier with integrated solutions for platform automation, (electrical) propulsion, energy generation & distribution, communications/navigation, integrated (ships ) bridges, air and climate technology and multimedia/entertainment. Imtech has a global service network of more than 70 offices in more than 20 countries along all the world s major shipping routes and in the major ship building centres. Imtech serves hundreds of customers and is active in every segment: luxury (mega) yachts, naval vessels (frigates, corvettes, patrol boats and submarines), special ships (dredgers, oil vessels, crane ships and cargo ships), offshore platforms, cargo ships, passenger liners and inland waterways vessels. Imtech is very capable of responding to the increasing demand for energy-efficient solutions. PROCUREMENT Imtech s size means the volume of its purchases is considerable. Consequently Imtech follows an active procurement policy that results in internal process improvement, intensive co-operation with suppliers and sub-contractors, increased added value and reduced costs. The procurement policy: provides for volume increases that lead to savings when purchasing technical products in the field of electrical engineering, ICT and mechanical engineering; focuses on procurement for facilitating services based on the principle that uniformity leads to lower costs, for example in the areas of cleaning, catering, the vehicle fleet, communications and ICT facilities; makes use of high-tech information technology and telecommunications to improve the procurement process and process standardisation; aims to reduce failure costs through a best practice philosophy. This policy led to savings of around 10 million euro in 2009. The international procurement programme PICS (Procurement Information and Communication System) is increasingly resulting in the selection of products from a long list of both basic (core) products and additional products offering a good performance and attractive discounts. SWOT ANALYSIS The following analysis of strengths, weaknesses, opportunities and threats is applicable for Imtech. Strengths: offering the customer a combination of electrical engineering, ICT and mechanical engineering via a single contact point; a good reputation, financial power and (brand) independence; leadership through scale with strong national and technological positions (top-3 market positions) and outstanding technological innovations; high flexibility with regard to fluctuating market conditions; strong positions in the energy & environment growth market and the scale of the governmental orders and government-associated projects; strategic alliances with third parties and partnerships with suppliers of specific technology products or solutions; 32

REPORT OF THE BOARD OF MANAGEMENT Making traffic tunnels safer As the technology partner in a European programme aimed at making (road) traffic tunnels in the Netherlands safer Imtech worked on various tunnels including the Schiphol tunnel (photo) the Velser tunnel, the Staten tunnel and the Botlek tunnel. the scope and scale of the integration of the ICT core competence within the company; a decentralised, flexible, customer-oriented organisation with well-developed entrepreneurship and relatively low overheads; the successful integration of acquisitions into the organisation, which serve as a multiplier for further growth; the offering of solutions characterised by the best combination of proven technology and innovation; specific knowledge of performance contracts and experience with asset management, PPP projects and project and plan development; knowledge of new services such as project financing (via third parties), risk management and energy contracting; the quality and skills of its employees; numerous references for every technological solution. Weaknesses: the still insufficient command of full and optimal knowledge regarding customers domains; the development of the knowledge potential and management skills fast enough to keep pace with technological developments; the decentralised business model which sometimes complicates internal co-operation because the autonomous organisational units are rewarded separately for their achievements. Opportunities: the taking over of responsibility for all non-strategic technical affairs for customers so they can concentrate on their own core activities; the growing trend for customers to formulate the desired output in the form of (financial) indices; the increasing demand from customers for sustainable technological and socially relevant solutions; the covering of the entire services provision column throughout the entire life-cycle of specific products and services; initiatives that lead to early and total involvement in and responsibility for projects (contracting); the increasing demand for high-value ICT within technological solutions, generally at the heart of the customer s core processes; the increasing demand for strong, (brand) independent technical services providers; the growing demand for energy control and management, environment improvement, mobility solutions, water facilities, care & cure and integrated security; increased size and the further internationalisation of customers. Threats: increasing competition due to forwards integration by suppliers and the broadening of disciplines and services offered by civil contractors and suppliers of adjacent activities; competition from international suppliers; the rising risk profile due to the trend towards larger, more complex projects and society s increasingly lawsuit-minded attitude; the increasing dependence on large suppliers, co-makers and subcontractors; a short and long-term shortfall of well-qualified technical specialists. In translating this SWOT analysis into concrete challenges the following is applicable: Strengths that are used to make the most of opportunities are: Imtech can use its European size to profit optimally from customers up-sizing and further internationalisation; 33

REPORT OF THE BOARD OF MANAGEMENT Upgrading the technology at Frankfurt am Main airport At Frankfurt am Main airport (official name: Flughafen Rhein- Main), Europe s most important hub-airport, Imtech was responsible for an extensive upgrading of the technical facilities to comply with more stringent European passenger handling regulations. Imtech accelerates the development of knowledge and management skills in relation to the speed of developments through a large-scale European management development programme with numerous training courses (see also page 67); intensifying internal co-operation enables the customers wish to hand over non-strategic technical matters and implement the best concepts, services and technologies to be met at the highest level. STRATEGY For the period up to and including 2012 Imtech has drawn up an ambitious growth strategy based on both its successful past track record and a number of strategic trends in markets relevant for Imtech. Imtech can meet the increasing demand for high-value ICT through a further strengthening of partnerships with world market leaders; Imtech can increase added value by making services, such as project management, asset management, project financing, risk management and energy contracting, integral components of its services package; decentralised co-operation related to specific competencies, such as data centre technology or energy, which can create broad-based spin-off within Imtech. Strengths that are used to aver threats are: the use of Imtech s reputation, attractive high-tech projects, financial strength and (brand) independence when recruiting technical specialists; offering sustainable technological solutions for the best possible cost price throughout the entire life-cycle of a technical solution, coupled with Imtech s specific knowledge of (performance) contracts and customers processes will enable Imtech to withstand the increasing competition; the expertise in and infrastructure for project and risk management, which means Imtech can withstand the risks arising from society s increasingly lawsuit-minded attitude and the trend towards larger, more complex contracts. Imtech tries to turn its weaknesses into strengths as follows: Continuous growth since 1993 Since the present company was established in 1993, Imtech s strategic efforts have been focused on increasing revenue and raising the operational EBITA margin and thus increasing profitability through: high organic growth in existing geographical and technological home markets ; strengthening its position through geographical acquisitions in the European home markets selected by Imtech in order to achieve at least a top-3 position in every country; strengthening its position, both organically and through acquisitions, in the partly Pan-European and global ICT, Traffic and Marine markets. This strategy has been successful. Since 1993 Imtech s revenue and EBITA have increased substantially and Imtech numbers among the fastest growing technology companies in Europe. The Compound Annual Growth Rate in the period 1993 to 2009 was 14% for the revenue and 22% for the EBITA. Scope for further growth The markets in which Imtech is active are very fragmented and offer plenty of opportunities for further organic growth and acquisitions. Market trends and Imtech s strategic response Various market trends allow the realisation of further growth. Imtech wants to respond strategically to these trends. 34

REPORT OF THE BOARD OF MANAGEMENT An increasing demand for technology Technology is playing a role in solving social issues more and more often. Without technology comfort and welfare are almost unimaginable and research is, by definition, impossible. Co-operation and communication between people and organisations only takes place thanks to modern technology applications. Technology keeps business processes running and improves them. Imtech manages to profit well from this increasing demand for technology. Social trends The following social trends are relevant for Imtech: an increase in the demand for energy saving, alternative energy and fuels and solutions that contribute towards a better environment and reduced CO 2 emissions; an increase in the demand for safe and reliable technology for clean water; an increase in the demand for security from the authorities, the business world and consumers; an increase in the demand for care & cure, health and welfare; increasing congestion and therefore a high demand for high-tech mobility solutions. Imtech responds to these social trends with innovative services and concepts. A different customer attitude More and more often customers are specifying their desired output. Which means that more and more often technical services providers must specify how they intend achieving this output. As a result Imtech s responsibilities have increased considerably, especially as more and more often customers are also focusing on their own core business. The trend towards the further outsourcing of the responsibility for the technology in customers primary and secondary processes is, therefore, accelerating and is generally combined with an increase in the scale of projects or trajectories. Imtech wants to respond to this strategically and increases its added value again and again. ICT as the dominant factor The importance of ICT (information and communication technology) is growing structurally. This means ICT generally forms the core of solutions to social issues such as the environment, mobility, food provision, energy usage and water management. This is why Imtech wants to have a strategically strong European ICT axis at its command. From a strategic perspective Imtech wants its role to be at the heart of primary and secondary processes in the Buildings, Industry, Infra/Traffic and Marine markets. Increasingly Imtech s solutions are dominated by ERP, business intelligence, customised software, performance software and ICT applications. Imtech s strategic portfolio, with a total of over 2,600 employees, contains two types of ICT: hardcore ICT: the front line for Imtech with ICT as a core business that acts as an innovation and knowledge centre; embedded ICT: the integration of standardised ICT solutions into Imtech s technology. Continuous transfer of knowledge and co-operation between the two types has strengthened Imtech s ICT position. The goal is to increase the internal co-operation and interaction of existing ICT activities, continue acquiring high-value ICT companies and strengthen the partnerships with world market leaders. Imtech s ambition is to expand into a leading European co-operation partner in particular of IBM, Microsoft, SAP and Cisco. Labour market The shortage of technically trained employees is a critical success factor. The inflow from the educational institutes is decreasing while, slowly but surely, an older generation of experienced technicians is retiring. School leavers often need supplementary training. Yet increasingly the available capacity of trained and qualified employees is a determining factor when it comes to acquiring projects. Imtech wants to be one of the best employers in the technical services provision market. Imtech is taking on Maintenance for Anheuser-Busch InBev the world s largest beer brewer For Anheuser-Busch InBev, the world s largest beer brewer, Imtech is responsible for the technical maintenance and management of the air and climate technology in a number of breweries in Belgium including the Stella Artois brewery in Leuven. 35

REPORT OF THE BOARD OF MANAGEMENT the battle for talent at every level and is paying a great deal of attention to reputation management, employee branding, management development, recruitment and training programmes and contacts with the educational institutes. Acquisitions must fit within the strategy, make an immediate contribution towards earnings per share and achieve added value. Acquisition candidates must also have a capable management and a synergy-growth potential. Extension of the geographical and technological scope In addition to a strategic strengthening of its position in existing home countries, with the emphasis on the Nordic division, the UK, Ireland, Spain and Eastern Europe, Imtech also wants to strengthen its geographical position in Austria and to build up a position in the Baltic States. Imtech also wants to achieve a significant expansion of its position in ICT. In the Traffic market Imtech s aim is to expand into one of the largest players in Europe and also hold a strong international position. In the marine market Imtech is focusing not only on strengthening its existing positions in Europe, China and the Far East, but also on building up a position in the Nordic region and expanding its international service network. Imtech is also aiming for reinforcement on the technological front both through the acquisition of high-tech companies and through participation in technology funds that invest in high-tech and opportunity-rich technological start-ups, especially those related to energy, waste and food in combination with innovative new sustainable technologies. Technology for Hamburg s picturesque waterfront Hamburg s old timber dock ( Holzhafen ) has been revitalised and developed into a picturesque waterfront area: a chain of attractive buildings separated by open spaces. Imtech was responsible for all the technical solutions in the West office building. Strategic action points Concrete action points for implementing the SWOT analysis described above and the growth strategy until 2012 are: a sharp focus on growth markets such as energy, the environment, water, mobility (Traffic), care & cure and security; acquisitions and internal co-operation in the field of ICT and the strengthening of partnerships with IBM, Microsoft, SAP and Cisco; strengthening its positions in the UK and Ireland geographically, in the Buildings and Industry markets, and in the Infrastructure (drinking water and (waste) water treatment) market; technological and geographical growth in Spain; expansion of the activities in several Central and Eastern European countries; strengthening its positions in the Nordic region and Austria; achieving a strong European position, and to a degree international position, in the Traffic market; a further strengthening of the position in the global marine market; a strengthening of the Imtech portfolio with high-tech competencies and by intensifying internal co-operation; the optimum utilisation of Imtech s procurement power; strengthening the culture-changing processes, in part through a European management programme and management trainee programmes; labour market communication and campaigns that put Imtech into a top-of-mind position in the European labour market; the implementation of a Corporate Social Responsibility policy that is appropriate for Imtech. 36

REPORT OF THE BOARD OF MANAGEMENT Technology for solar energy In Spain Imtech is the technology partner for two solar-energy power plants in Palma de Rio and a third solar-power plant in Badajoz. Imtech is also working for thermal solar energy producer Acciona. within the Imtech Marine Group internal co-operation and cross-selling between the various Imtech marine companies was stimulated and several international service points were opened, pursuant to the existing strategic plan; in the European labour market, campaigns aimed at making Imtech the employer of choice in the technical services provision market were carried out; internal co-operation was stimulated and the (future) management readied for the future through management and management trainee programmes; good progress was achieved with the implementation of a Corporate Social Responsibility policy appropriate for Imtech. Strategic progress in 2009 In 2009 progress was achieved on various strategic fronts: robust organic growth was achieved in the energy, environment and (waste) water markets; via its participation in Cleantech Fund I Imtech was involved in the development of the future generation of sustainable technology for energy, water and the environment; in the Nordic region last year s acquisition NVS was integrated within Imtech and further growth was achieved through the acquisition of various smaller Scandinavian technical services providers; in Spain the electrical engineering position was strengthened both organically and through an acquisition. As a result Imtech is in a better position to supply total technical solutions; the position in Eastern Europe was reinforced by both organic growth in Poland and an acquisition in Romania; internal co-operation was intensified and a strategic plan that provides for further growth in the near future was drawn up in the European ICT axis and the partnerships with world market leaders IBM, Microsoft, SAP and Cisco were reinforced; in the Traffic (mobility) market European and international progress was achieved and the first phase of a strategic growth plan for Sweden was completed successfully; OBJECTIVES Imtech has formulated the following long-term strategic objectives: to be the best technical services provider both in Europe and in the global marine market; to achieve at least a top-3 position in every Imtech country and in every market relevant for Imtech; to achieve revenue of 5 billion euro in 2012; to maintain an operational EBITA margin of 6%. Financing the growth To finance its strategic growth plans Imtech has credit facilities totalling 565 million euro at its disposal, which are partly unused. These facilities mature either in November 2011 or July 2012 and offer various renewal options. The interest rate is variable and based on EURIBOR plus a margin that is related to the level of the Senior Net Debt/ EBITDA ratio. Imtech also has several uncommitted, bilateral credit facilities amounting to around 200 million euro at its disposal. Virtually all the credit facilities include change of control stipulations. The existing credit facilities are ample for the further financing of the 2012 strategic growth plan. OUTLOOK 2010 With an order book containing orders worth over 4.7 billion euro Imtech started 2010 in a comfortable position. Strong market positions, size, an extensive portfolio of services and a very diverse base of nearly 20,000 customers in numerous market segments set the stage for continuity and further growth. Imtech s strong position in Germany (worth around 25% of the total activities) instils additional confidence. Imtech is also very well positioned in the 37

REPORT OF THE BOARD OF MANAGEMENT, BENELUX growth market of green technology (energy & environment) and in the government-financed markets. Around 55% of Imtech s activities involve recurring business. Imtech holds thousands of maintenance contracts in many different market segments which, despite challenging market conditions, form a solid foundation for continuity for a number of years. Imtech has seen the first signs of a tentative recovery in several market segments. Imtech is also hallmarked by a flexible project organisation that can adapt to changing market conditions. Imtech has proven this in the past, which instils confidence in the future. Against this Imtech has noticed the negative effects of the challenging economic situation. Customers found themselves in a difficult financial position, which led to projects being deferred or delayed. Competition increased and market volumes came under pressure. On top of this the potential shortage of experienced employees in the future remains an issue. In the context of the challenging market conditions Imtech is implementing a proactive financial policy. Considerable attention is being paid to managing working capital, risk management, cost control, the financial position of customers and co-operation partners and strengthening the internal European co-operation. Imtech is also making the most of its strong procurement position and procurement contracts are being revised or renegotiated wherever possible. Imtech is well on course to achieve its 2012 strategic plan and maintains its targets of achieving a revenue level of 5 billion euro in 2012 while maintaining an operational EBITA margin of 6%. According to its current views, in 2010 the Board of Management expects a further EBITA increase through organic growth and acquisitions. Imtech believes itself to be resilient enough to seize the opportunities arising from its broad portfolio and strong market positions and to cope with the threats. Imtech s faith in its own strength is reinforced by its successful strategy and track record of robust growth in recent years. Weighing up the opportunities and threats Imtech is, and will remain, well balanced. The focus, even in the current market situation, remains on growth. BENELUX In the Benelux Imtech did experience some effects of the worsening economic situation. Revenue rose by 2% to 1,190 million euro and EBITA by 2% to 46.1 million euro. By contrast, the order book as at 31 December 2009 stood at 1,306 million euro 3% lower than at the end of 2008. At 3.9% the operational EBITA margin remained stable. Key figures 2007 2009 in millions of euro 2009 2008 2007 Revenue 1,190 1,167 1,024 EBITA 46.1 45.1 38.5 EBITA margin 3.9% 3.9% 3.8% Order book 1,306 1,352 1,243 Working capital, excluding cash and cash equivalents 113 112 114 Number of employees as at 31 December 7,313 7,239 7,086 38

REPORT OF THE BOARD OF MANAGEMENT, BENELUX CHALLENGING MARKET CONDITIONS AND FIERCE COMPETITION A substantial reduction in investment was the key feature of the market for technical services provision in the Benelux. In the buildings and industry markets the market volume fell dramatically, market conditions were challenging and competition was fierce. As a result Imtech has to put its shoulder to the wheel. The (indirect) costs were reduced substantially and operational excellence programmes were implemented. Partly thanks to economic incentive programmes the infrastructure market grew. In Luxembourg Imtech once again performed well. An increasing demand for energy-efficient solutions was very noticeable in every market. This offered some compensation for the decline in the buildings and industry markets and Imtech responded fully and successfully by offering a wide range of sustainable services. Throughout the organisation expertise, experience, technological innovation and market information were shared and clustered. The goal: to develop new market-oriented services and products that fit seamlessly with customers wishes and needs. Industry: a steep decline Investment in the industry segment fell considerably and, despite medium-sized orders from customers such as Total, Vitelia and Audi, the consequences of the economic crisis were very apparent. This affected the order intake and capacity utilisation. Optimum internal flexibility went some way towards solving the problem. Technology expansion for the European Investment Bank (EIB) in Luxembourg Imtech was responsible for all the electrical engineering and mechanical engineering solutions, including security and telecommunications, for a 72,500 m 2 extension of the European Investment Bank (EIB) in Luxembourg. Buildings market: considerable regression In the buildings market ongoing projects, such as the new premises of the Dutch Ministries of Justice and Internal Affairs, the Palais des Congrès in Brussels, the extension of the Ministry of Justice building in Brussels and the extensive multidisciplinary Belval Plaza project in Luxembourg, formed an important basis for 2009. These ongoing projects led to the acquisition of substantial additional orders, for example the sprinkler technology in the Ministries mentioned above. The relocation of Shell s New Technology Centre a high-tech laboratory in Amsterdam proceeded without a hitch. Over 900 technical installations and pilot plants were moved to the new site. The technical solutions for the capacity increase of the FC Twente football stadium also ran smoothly. This does not alter the fact that there was a sharp decline in the buildings market. Many medium-sized and smaller projects were postponed or cancelled and this had repercussions for the order intake. Energy market: continued growth Imtech s activities in the (alternative) energy market increased. The energy-generating incinerator line at the HVC waste centre in the Netherlands went into operation successfully. A new order for the technology for a power plant based on high-tech cogeneration was received from the Amsterdam University Medical Centre. Orders in the market for decentralised energy plants in Esch-Belval in Luxembourg and in Luxembourg s Hall of Justice. In the Netherlands Imtech is the Schiphol Group s partner for the further greening of the airport. Considerable energy savings were achieved for the Anheuser-Busch InBev brewery in Belgium. Imtech s participation in Cleantech Fund I (see page 75) meant it was strategically involved with the latest sustainable technology, including via Ensartech, which transforms heavily contaminated waste into energy and clean materials. Imtech was also responsible for the total automation and management of Thermopile a mobile soil decontamination system. Other fields in which Imtech is involved include the export of unique thermal process technology; the onshore portion of the technical infrastructure related to wind farms, solar cell factories, bioenergy and sustainable water extraction in the waste processing industry. 39

REPORT OF THE BOARD OF MANAGEMENT, BENELUX Sustainable buildings: a growth segment Robust growth was achieved in the sustainable buildings segment. One major order was for the total sustainable renovation of the BNP Paribas Fortis head office in Brussels. Other orders included the green technology in the Dutch Army s new headquarters in Utrecht. Imtech achieved substantial energy savings in the City Hall in The Hague. Imtech s Green Office 2015 concept for energy-efficient and ecological regional development was worked out in more detail and Imtech is now discussing concrete initiatives with a number of parties. Another spin-off is the drawingup of energy-saving plans for the VastNed property fund, including a plan for the monumental De Rode Olifant building in The Hague. Imtech was responsible for the basic engineering in a new energyneutral office for Wereldhave. Green data centres: robust growth Imtech is one of the strongest players in the fast-growing green data centre niche market. Imtech is supplying green data centres for a number of financial institutions (including ING and Rabobank) and telecoms providers (such as BT). Imtech was responsible for the detail engineering and all the technical solutions including the power supply, the energy management and innovative cooling as well as the technical installations in the computer rooms containing thousands of linked and integrated computer servers. As a result the Netherlands payment and Internet traffic is now more company secure and energy-efficient. Imtech also carried out a sustainable energy study for one of the world s largest data centres. High and medium tension and smart energy metering: further growth Splitting the energy companies into suppliers and network managers brought about considerable changes in the market and created new opportunities and threats. Imtech s response, which involved various Imtech companies working closely together, was effective and its market share increased. Customers for high-tech transformers and switching stations included the Dutch company Stedin (network manager of energy company Eneco) and the RET (Rotterdam tram company). Numerous high-tension solutions were also supplied in the care & cure sector. In Belgium Imtech, via energy supplier Eandis, the Flemish Government and Electrabel, was one of the largest players in the field of energy metering and the issuing of energy performance certificates. Imtech also Expanding the data centres of Dutch banks De Nederlandsche Bank s demands for increased continuity and improved payment traffic security has necessitated investment in bank data centres. Imtech is responsible for the implementation of all the green technical solutions including power, energy and innovative cooling. replaced around 15,000 electricity and gas meters with smart, remotely readable digital energy meters for various Dutch energy companies and network managers. High demand for green lighting During 2009 Imtech carried out over 100 European projects for energy-efficient Innolumis lighting and added a new model to the existing green and ecowhite versions. This newly developed moonlight version is hallmarked by its extremely good visibility and optimum colour rendering. Public lighting policy documents were drawn up in co-operation with various municipalities. One noteworthy project involved using solar and wind energy generated by wind turbines to light car parks. Larger maintenance projects were also carried out in a number of Dutch cities. Imtech and Philips worked together on an innovative Ministry of Waterways and Public Works pilot project for the integrated management and maintenance of public lighting. Imtech also organised lectures and courses about the possibilities for savings in the field of public lighting. Infrastructure: increased (government) investment The economic crisis encouraged governments to invest more in infrastructure. Much of this investment involved technology. One very large new project was the total technology in the new, and unique in the Netherlands, double-decked tunnel under the A2 near Maastricht for which Imtech s responsibilities included the control technology, traffic signalling, public lighting and the remaining technical infrastructure. Imtech was also responsible for the technical infrastructure related to the 40

REPORT OF THE BOARD OF MANAGEMENT, BENELUX widening of the road surface of various Dutch motorways, including the A12. More projects are anticipated within the framework of the fast-track motorway legislation, a special Dutch Government programme aimed at speeding up mobility investments. Imtech is the technology partner in a European programme for improving safety in tunnels and worked on a number of tunnels including the Velser tunnel, the Staten tunnel and the Botlek tunnel. Imtech also won the Ministry of Waterways and Public Works tender for the technical maintenance of all the tunnels in the Province of North Holland for a period of five years. One of the reasons behind Imtech being awarded this contract was that its expertise in the field of tunnel technology offered a high degree of certainty of uninterrupted operation and optimum safety. Imtech was also involved in upgrading programmes aimed at improving locks and bridges. Successes were achieved in the market for upgrading sewage pumping stations and system management with innovative real-time control. Hightech automation ensures the optimum recovery and capacity increase based on actual needs and with minimum pressure on the environment. At Amsterdam s Schiphol airport Imtech, as the asset management partner for the technical maintenance and management of all the runways, renovated all the technical substations. Imtech is also the designated partner of ProRail, the Dutch railway network manager, for customer-specific traction power for both the high-voltage distribution and specific low-voltage solutions. The ongoing contract with ProRail was extended for two years. Imtech also exported this technology to various European transport companies. Major pilot projects involving the supply of gas and electricity were acquired from Stedin and are the prelude to a closer co-operation. Care & cure, security and education: investment level maintained In the care & cure segment Imtech continued to perform well with projects for the St. Franciscus hospital in Ghent, the St. Andries hospital in Tielt, the Erasmus Medical Centre in Rotterdam and the Bronovo Hospital in The Hague. Imtech holds thousands of maintenance contracts for technical facilities in the field of access technology. These contracts are relatively insensitive to the effects of the economic crisis. The demand for high-value security solutions continued to rise. In order to respond to this better, various business units ere merged. The automation of the camera surveillance operation centre for the RET tram company in Rotterdam is a good example. This Technology in Brussels Palais des Congrès Brussels Palais des Congrès now has more trade show and exhibition halls, conference and meeting rooms and high-tech auditoria for thousands of visitors as well as a new, monumental, ten-metre-high glass vestibule. Imtech was responsible for all the sustainable air and climate technology. involved connecting 1,200 cameras into a new system. Education also proved to be a sector that was less sensitive to the economic situation. Orders acquired by Imtech included various schools in Luxembourg, Ghent University, the Amstel Campus in Amsterdam and the Jan Tinbergen college in Roosendaal. A mixed picture in the pharmaceutical, food & feed and laboratory markets Imtech was involved in large projects for the pharmaceutical industry, including Janssen Pharmaceutica (Johnson & Johnson) and GlaxoSmithKline in Belgium, and in several projects for Schering Plough. New orders were, however, few and far between. The high-tech laboratory market showed further growth and Imtech was involved in a number of projects including the technical facilities in laboratories for Disman, Leiden University Medical Centre and the Dutch Cancer Institute. In the food & feed market the demand for the further integration of technologies continued to rise and reasonable progress was made. One example was the upgrading of the automation for Gerkens Chocolade (Gargill Cacao). Here too there was increasing interest in sustainability ( green factory ). This is why the Imtech companies worked closely together, and with customers, on innovative applications that will result in food containing less salt or fat being manufactured in a sustainable manner that requires less energy or water. Imtech s multidisciplinary experience is a plus in this field. Imtech was, for example, one of the initiators of the living lab. The awards won by this innovation in the field of sustainable animal feed include the Eureka Innovation Prize. 41

REPORT OF THE BOARD OF MANAGEMENT, BENELUX Power electronics: a unique specialism In the field of power electronics Imtech s virtually unique technical competencies were in great demand. Imtech supplied the high-tech power converters for the innovative enrichment centrifuges in the new uranium enrichment plants of Areva SET in France and LES in the USA. One exceptional order was the design and build contract for Berlin s Helmholtz-Zentrum a scientific institution for neutron scattering. Imtech was responsible for the special power supplies for a new magnet with a magnetic field strength a million times greater than the Earth s magnetic field. Oil & gas: export level maintained Imtech specialises in the export of high-tech systems for the extraction and processing of oil and gas. In addition to medium-sized EPC projects (Engineering, Procurement and Construction, which means total project responsibility) Imtech offers total solutions for the process control & optimisation, output & quality analysis and migration processes for parts of or entire oil and gas facilities. This niche speciality continued to grow with orders being received from a number of countries including Brunei, Oman, Qatar, Egypt and Gabon. Imtech s available expertise is enabling it to slowly but surely build up a position in the underground gas storage market, for example in Epe, just across the German border. Opportunities and threats in maintenance and management In the maintenance and management field Imtech holds over 1,000 maintenance contracts in the buildings, Technical infrastructure along Dutch motorways Imtech was responsible for the technical infra structure related to the widening of the road surface of various Dutch motorways including the control technology, traffic signalling and public lighting. infrastructure and industry sectors. These contracts are important for continuity and regularly generate extra work as a result of additional investment. Fluctuations in the market created both opportunities and threats. The Dutch Government put maintenance packages for the maintenance of the Dutch Ministries on the market once again and, as a result, Imtech s share dropped. Many customers also saved money by postponing or reducing the scope of maintenance. This was offset by the obtaining of new contracts including the contracts for 210 TNT Post sorting offices, Eindhoven University of Technology, various Rabobank branches, Amsterdam University and the breweries and buildings of Belgian brewer Anheuser- Busch InBev. Energy saving is increasingly becoming an integrated component of the contracts. Roll-out services Imtech commands a unique technical logistics speciality: roll-out services for computer-controlled payment and service systems. In 2009 this business unit excelled: Around 3,000 new payment systems were rolled out for the Dutch State Lottery and Lotto. THE FUTURE In certain areas the size and quality of the order book at some parts in the Benelux was not at a satisfactory level. This implies that 2010 will be a year in which an all-out effert will have to be made. The fact that Imtech is active in a wide variety of market segments is an advantage because this broad spread provides protection against difficult market conditions. Imtech also holds long-running maintenance contracts worth hundreds of millions of euro that make a valuable contribution towards continuity. On top of that, around 30% of the activities is linked to increasing government investments, including in the infrastructure market. Imtech is making every effort to answer the increasing demand for green technology and new technological concepts for less economically-sensitive sectors such as water, oil & gas, care & cure, security and education. The focus is on increased profitability through cost reduction and implementation of operational excellence programmes, professional project management and the development of new co-operations. The possibility of acquisitions aimed at broadening the portfolio in industrial maintenance and strengthening the mechanical engineering competencies has not been ruled out. Imtech looks forward to the future with confidence. 42

REPORT OF THE BOARD OF MANAGEMENT, GERMANY & EASTERN EUROPE GERMANY & EASTERN EUROPE In Germany & Eastern Europe Imtech was able to take maximum advantage of its strong market position. Organic growth was robust, revenue rose by 6% to 1,103 million euro, EBITA rose by 36% to 80.3 million euro and on 31 December 2009 the order book was at 1,620 million euro 6% higher than at the end of 2008. This instils considerable confidence in 2010, especially in the light of the high quality of the order book. The EBITA margin (in 2007 still 4.5%) rose yet again from 5.7% in 2008 to 7.3% in 2009. In view of the economic conditions this performance was more than excellent. Key figures 2007 2009 in millions of euro 2009 2008 2007 Revenue 1,103 1,037 970 EBITA 80.3 59.1 43.4 EBITA margin 7.3% 5.7% 4.5% Order book 1,620 1,529 1,380 Working capital, excluding cash and cash equivalents 230 183 85 Number of employees as at 31 December 4,497 4,212 4,122 SUBSTANTIAL ORGANIC GROWTH, A STRONG STARTING POSITION FOR 2010 In Germany & Eastern Europe Imtech can look back on a very positive 2009. In line with the strategy, and despite the difficult market, all of the achieved growth was organic. This has reduced Imtech s sensitivity to the economic crisis. There is an impressive long list of potential projects in various markets including energy, green buildings, airports, sports stadiums, care & cure, data centres, pharmacy and the automotive industry. Imtech also focused more on technical maintenance & management, which also increased the margin. In Eastern Europe Imtech maintained its position despite being confronted with severe effects of the economic crisis. In accordance with the strategy Imtech s position was further improved in Poland (organically) and Romania (through an acquisition). A start was also made on building up positions in Switzerland (orders received via Germany from the pharmaceutical industry) and Austria (organically via Imtech s own office in Linz). Energy: an unmistakable growth market There can be no doubt that the German energy market is a growth market for Imtech. Two projects in which Imtech is responsible for the core of the high-tech solutions the RWE energy plant in Hamm and the energy-generating waste incineration plant for HVC in the Netherlands progressed well. Two major new orders were for the RWE lignite-fired large-scale power plant in Eemshaven, the Netherlands, and for a high-efficiency combined cycle 43 plant for Dow Deutschland Anlagengesellschaft and EnBW in Stade, Germany. To achieve an incineration efficiency of around 60%, far higher than the 46% maximum achieved by modern coal-fired plants, the design of these energy plants is based on a steam turbine generator process powered by exhaust heat downstream from the gas turbine generator process. The hydrogen released as a by-product during chemical processing is utilised in addition to natural gas as an extra ecofriendly energy source. Imtech was responsible for the complete water steam cycle, the ingenious heating of the feed water and the steam reduction and distribution, including all connecting systems. Extension and upgrading of Berlin Brandenburg Airport The order for the technology in the new, 280,000 m 2 terminal at the Berlin Brandenburg International airport in Germany was worth over 130 million euro and included the energy solutions, innovative heat retrieval and the high and medium-tension facilities.

REPORT OF THE BOARD OF MANAGEMENT, GERMANY & EASTERN EUROPE Other large orders were for a biomass energy plant in Wittgenstein and for geothermic energy plants in Erding and in the Holzhafen West office building in Hamburg. Imtech also used innovative technology to integrate the total energy process in business and manufacturing processes. This involved analysing and optimising all the operational systems and processes. Infineon Technologies in Munich, Caterpillar Industrial Park in Kiel, the Bundesnachrichtendienst (National Security Service) in Berlin, Vodafone in Düsseldorf and a number of German hospitals have been using Imtech s energy-saving services for years. The cumulative result is energy savings amounting to around 30% of the original energy output. Friesland Foods Deutschland signed a new energy contract with Imtech and Imtech was also responsible for revitalising the energy technology in several of the Winkelmann Group s manufacturing facilities. Imtech leads the way in green buildings One growth market in which Imtech is in a class of its own is the green revitalisation of buildings. This involves replacing the entire technological infrastructure in a building with a green total solution. The most important ongoing project is the green revitalisation of the Deutsche Bank s head office in Frankfurt. Imtech is equipping the head office s two 150-metre-high towers with high-tech energy-efficient solutions and sustainable technology based on platinum LEED certification (Leadership in Energy and Environment Design). When it opens in 2010 the building will use 67% less energy for heating, 55% less energy for electricity, 74% less water and its CO 2 emissions will have been reduced by 89%. An impressive 98% of the Energy plant using hydrogen as a sustainable additional energy source In Stade in Germany Imtech was responsible for the high-tech energy technology for a new Dow Deutschland Anlagengesellschaft and EnBW energy plant that uses hydrogen as a sustainable extra energy source and achieves an incineration efficiency of around 60%. materials removed during the renovation has been recycled. Imtech is responsible for providing technical solutions such as innovative HVAC technologies, electrical installations and fire protection facilities for a new, 41,000-squaremetre, office building and data centre being built for insurance company Victoria Versicherungen in Düsseldorf. This technical infrastructure is being integrated in such a way that the building will achieve a high degree of energy efficiency. Another project is the sustainable renovation of the Gesellschaftshaus (society house) in Frankfurt s Palmengarten botanical gardens. Two projects in Hamburg were the energy-efficient total concepts in the head office of media concern Spiegel and in the Ericus-Contor office building. This building was awarded a golden environmental standard. In Munich a media factory was created in the form of a sustainable Feng Shui campus for the design industry. Several of Südwestrundfunk Stuttgart s studios and a new hotel in Berlin were equipped with high-tech energy solutions. Raumtalk, an innovative building automation system based on globally-accepted IT standards, enables Imtech to coordinate the technical infrastructure and energy provisions in a user-friendly manner. This unique Imtech solution has been used in various projects including solar cell manufacturer Solon s energy-friendly building in Berlin. Imtech is the market leader in high-tech green data centres The technology for payment and data centres is an important segment for Imtech. The sharp increase in the volume of digital payment traffic and the bandwidth of information streams resulted in considerable investment. Financial data providers, insurance companies and even the retail and automotive industries opted to renovate and/or expand existing billing capacity and ICT infrastructure. The increase in capacity within data centres results in heat emissions reaching the critical level, which makes cooling and heat dispersal necessary. Imtech s hightech solutions offer optimum possibilities for energy savings and dovetail seamlessly with customers primary and secondary processes. New orders were received from, among others, GAD, Lidl, E-Shelter, Finanz Informatik and the TDS payment centre. 44

REPORT OF THE BOARD OF MANAGEMENT, GERMANY & EASTERN EUROPE Multi-year continuity at airports and in aircraft manufacture During the coming years Imtech will be responsible for all the energy solutions and related high and medium-tension technical solutions for the new 280,000 m 2 terminal at Berlin Brandenburg International airport the third largest airport in Germany. The total value of the orders amounts to over 130 million euro. More stringent European regulations related to passenger handling also led to orders for the upgrading of the technical provisions at the Frankfurt and Berlin-Tegel airports. Imtech has been a partner of aircraft manufacturer Airbus for decades. The order for the high-tech paint shop and technology in a new Airbus A320 assembly hangar in Tianjin (China) was completed successfully and Imtech received a new order for the technological expansion of the new Airbus A350 assembly lines in Stade and Augsburg. Continued investment by the pharmaceutical industry Orders for a wide range of special technologies and cleanroom solutions mean the pharmaceutical industry remains important for Imtech. An order from Merck Serono in Switzerland involved the high-tech technical infrastructure for the extension of a bio-tech cancer treatment research and production centre in which 70% of the heat generated is reused to heat the building and for primary biotech production processes. At GlaxoSmithKline Biologicals facilities in France, Belgium and Singapore Imtech was responsible for the innovative air treatment in specific pharmaceutical insulators. The treated air is used for sterilisation during part of the manufacturing process. For Wyeth Medica, which has been acquired by Pfizer, Imtech exported research laboratory clean rooms to Ireland. Imtech also worked for Novartis in Germany and Switzerland and for the German establishments of CLS Behring, BASF and Boehringer Ingelheim. Care & Cure: an increasing demand for technology The care & cure sector is increasingly demanding specific technologies that meet the most stringent hygiene and safety demands. More and more often Imtech is acting as the professional technology partner for this sector. This is apparent from the numerous orders from renowned (university) hospitals, which have included the upgrading of medical clinics in Stuttgart, Kaiserslautern, Aachen and Kirchheim-Nürtingen and hospitals in Neukirchen and the Energy-efficient Victoria Versicherungen building Imtech is responsible for the innovative technology in a new, 41,000 m 2 office and data centre for Victoria Versicherungen in Düsseldorf. The technical infrastructure will be harmonised in such a way that the building will be extremely energy efficient. Schwarzwald-Baar clinic. In more and more instances Imtech is also taking responsibility for the IT infrastructure. An exceptional co-operation between the medical faculty at the Eberhard-Karls University in Tübingen, the Tübingen university clinic and Imtech s own R&D centre resulted in new technology for experimental operations and ergonomic applications in which there is considerable interest. The automotive industry remains important for Imtech Despite the economic crisis the German automotive industry invested in new research and design centres for the development of energy-efficient cars and Imtech provided high-tech test technology for the simulation of wind, altitude, weather and environmental influences. A test tunnel that can generate wind speeds of over 280 kilometres per hour went into service for BMW. During 2010 work 0n a similar tunnel will be carried out for Daimler. Imtech was responsible for the technology in a high-tech paint shop for Porsche. Imtech also supplied end-of-line test facilities to virtually every German manufacturer in the automotive industry. These test facilities were also exported to new automotive industry countries such as China, Thailand and India. A large order was received from diesel engine manufacturer MTU and Imtech also equipped new, efficient manufacturing facilities in Germany (Stuttgart) and Poland (Warsaw and Breslau) for automobile component manufacturer Robert Bosch. 45

REPORT OF THE BOARD OF MANAGEMENT, GERMANY & EASTERN EUROPE Technology for the main 2012 European Championship football stadium Imtech has received the order for the hightech climate technology in Poland s 55,000 seat National Stadium in Warsaw. Imtech s responsibilities include the power supply, climate control, ventilation, heating, sanitation and fire security. New fire security projects Imtech is a brand-independent supplier to the German fire security market and stands out from the competition by offering a multidisciplinary and integrated approach. In addition to projects in the office building sector major new orders were received from pharmaceutical company Roche Diagnostics and health care provider B. Braun Melsungen. Poland: the focus on high-tech led to a breakthrough Although economic conditions in Poland were bad, the forthcoming 2012 European Football Championship has led to considerable investment. Imtech is one of the strongest technical services providers in Poland and is focused on high-tech solutions. This proposition has led to a breakthrough: Imtech has been awarded the order for the high-tech climate technology (HVAC solutions) in both the National stadium in Warsaw (55,000 seats) and the PGE Baltic Arena in Gdansk (44,000 seats). Substantial investment is also planned in other sectors including offices, hotels and retail centres and here too Imtech has acquired major orders for a high-tech building (the Zebra Tower in Warsaw), an energy-efficient hotel (the Best Western in Breslau) and various retail centres (in Nowe Sacz and Wroclaw). Orders from regular customers such as Volkswagen, Robert Bosch and retailer Selgros completed the year. Imtech was also active in the care & cure sector with the technology in the Danzig University clinic. Energy is a topic that is moving up the agenda of (potential) customers. This is smoothing the way towards a further strengthening of the position in Poland. Romania: Arconi acquired with a view to further growth Romania is a strategic growth market for Imtech. Which is why Arconi, a strong Romanian player with which Imtech Germany has worked for many years, has been acquired. In 2009 Imtech and Arconi co-operated on the technological renovation of the Intercontinental Hotel in Bucharest and on the technology in various Selgros hypermarkets. The acquisition has formalised this co-operation. Arconi stands out by providing high-value solutions combined with a wide range of technical competencies. These solutions and competencies are offered as a multidiscipline package to an extensive customer base. Arconi is active in the office, bank, department store, hospital, shop, hotel and industry markets. Examples of ongoing projects include a building of the Romanian bank BRD Splaiul Unirii, the Romfelt Residence (a 100,000 m 2 multifunctional building with high-tech facilities), the upgrading of the American Embassy, an office for Asit Insurance and an industrial project for construction material manufacturer Pentaco. In the future it will be possible to offer the total Imtech services package to Romanian customers via Arconi. Russia: good and bad news The postponement of the Russian order for the technology in the new Gazprom Arena was bad news although all the preparation costs were paid. Despite this setback Imtech remains structurally active in Russia. The co-operation with Gazprom led to the order for the project planning of the logistics centre of a crude oil processing facility in Tobolsk. As a result of the co-operation with Rudea (the Russian-German Energy Agency) Imtech has been appointed the official partner in the field of energy efficiency of three affiliated strategic companies. Imtech is still in the race for the project management and total implementation of the technology for the new Moskovski Medicinski Centar (Moscow Medical Centre) an ultramodern hospital (30,000 m 2 ) reminiscent of a top hotel. Orders for the technical infrastructure in two new supermarkets in Vnukovo and Altufevskoye were received from Selgros. An order for the innovative technical infrastructure in a Media Market outlet in Pulkovskoe has also been received. Research & Development: superchargers for success Imtech s research and development laboratory in Hamburg is one of the most up-to-date in Europe. This trendsetting 46

REPORT OF THE BOARD OF MANAGEMENT, GERMANY & EASTERN EUROPE, UK, IRELAND & SPAIN research institute develops, tests and optimises numerous technological solutions. This is research and development at the crossroads of energy and security. The institute carries out large-scale model trials and complex softwarebased simulations as well as research aimed at increasing the energy efficiency of buildings, power plants and factories. This research often leads to major orders. THE FUTURE In Germany & Eastern Europe Imtech has proven to be fully recession-proof thanks to its unique and high-value portfolio. Further growth is anticipated in the energy, environment, green buildings, pharmaceuticals, data centres, care & cure and airport sectors. The expansion in Poland, Romania and Russia is continuing and to accelerate the process Imtech is actively seeking healthy, mediumsized acquisition candidates. At 1,620 million euro the order book is well-filled and there is an impressive long list of potential large-scale orders. International co-operation within Imtech has been strengthened, especially in the fields of energy, green buildings and pharmacy, and this can also benefit other Imtech countries. The prospects for 2010 are very favourable. UK, IRELAND & SPAIN Market conditions in the UK, Ireland & Spain were badly affected by the economic crisis. Market volumes fell substantially, competition increased and margins were under pressure. Despite all of this Imtech proved very capable of holding its own in these countries with a solid performance. Revenue rose by 7.5% to 558 million euro and EBITA was 33.5 million euro (+ 3%). The operational margin remained good at 6.0%, which in these market conditions was exceptional. The order book rose by 4% to 547 million euro as at 31 December 2009. Key figures 2007 2009 In millions of euro 2009 2008 2007 Revenue 558 519 417 EBITA 33.5 32.4 28.5 EBITA margin 6.0% 6.2% 6.8% Order book 546 524 453 Working capital excluding cash and cash equivalents 113 133 138 Number of employees as at 31 December 3,714 3,539 2,803 BUSINESS DEVELOPMENT: A BROAD PORTFOLIO COUNTERBALANCES CHALLENGING MARKET CONDITIONS Imtech was able to offset the steep decline in the British property market thanks to its broad portfolio, sharp focus on the energy and water markets and investments related to the 2012 Olympic Games. In Ireland reduced investment in the pharmaceutical sector put pressure on revenue and margin, but here too the focus on energy bore fruit. The export of technology from Ireland also intensified. In Spain large, ongoing (petro)chemical projects and the strong position in maintenance, management and upgrading in the oil & gas industry and the steel sector offered some protection against margin erosion. The same applied to the buildings market. Achieving this did, however, mean pulling out all the stops. An acquisition has strengthened Imtech s electrical competencies and increased its possibilities of offering more complete technical solutions and cross-selling. A BROAD MARKET SCOPE IN THE UK AND IRELAND GIVES IMTECH ROOM TO MANOEUVRE In the UK and Ireland Imtech s hallmark broad market scope in the energy, water and industry markets enabled it to take full advantage of the market opportunities despite the challenging market conditions. The 2012 Olympic Games, new large water treatment projects and the energy market are firm foundations for continuity in the coming years. Compared to its competitors Imtech is the best in class. 47

REPORT OF THE BOARD OF MANAGEMENT, UK, IRELAND & SPAIN Spin-off from the 2012 Olympic Games The awarding of the 2012 Olympic Games to London opened the way for an extensive investment programme. The responsible Olympic Delivery Authority s ambition is to make the 2012 Games the most sustainable ever. Imtech succeeded in winning the order for the sustainable air and climate technology in the new Olympic Stadium (80,000 seats). The 1.3 million m 2 Stratford City, which will be built right next to the Olympic Park, will be the sustainable gateway to the 2012 Games. The heart of this new development will be the new 150,000 m 2 Westfield Stratford City shopping centre. Here too Imtech is responsible for the sustainable climate technology (HVAC solutions). Imtech has also received orders for the sustainable technology in various other sports venues and accommodation facilities, such as the Velodrome (6,000 seats), the basketball hall and various residential buildings for participants and delegations. At the same time there is considerable investment in large-scale technological renovation and/or upgrading programmes, especially by hotels and retail chains. Various projects have been acquired including the second phase of the conversion of Grosvenor House into extremely luxurious hotel apartments. Imtech has an excellent reputation as the technical renovation specialist in London. Water and waste water treatment: further growth Imtech is one of the strongest players in the UK (waste) water industry market. In line with the strategy this position was expanded still further in 2009. The major order for the Wing Project, a new water treatment plant to Sustainable air and climate technology in the 2012 Olympic stadium The stadium for the 2012 Olympic Games in London (80,000 seats, some of which are temporary) is an ecological high point. Sustainability is central. Imtech is responsible for the sustainable air and climate technology that is extremely energyefficient and has extremely low CO 2 emissions. provide East Anglia with clean water, will be completed in early 2010. As the technology partner of water companies Dwr Cymru Welsh Water and Anglian Water Services Imtech carried out a number of projects aimed at improving water treatment facilities. Imtech also carried out orders for other major water companies, such as United Utilities, and was awarded a new, multi-year project for the technology in the Crossness Sewage Treatment Plant by Thames Water. From waste water treatment to energy Over the past few years Imtech s waste water treatment expertise has enabled it to build up a good position in the UK energy market. One result was an order for two advanced biodigestion plants in Wales from Dwr Cymru Welsh Water. Imtech technology is enabling energy to be supplied through a cogeneration power plant and concrete core activation at the University of East Anglia. Imtech was also responsible for the innovative BES-field ground ventilation for the Public Private Initiative based Runwell education project in Essex and the technology in a new power plant at Dublin Airport. English education market is growing Education was one of the market segments that showed growth, partly thanks to increasing government investment and Public Private financing. Imtech is one of the strongest players in this segment. Examples of orders include the technological renovation of Nottingham Trent University, the expansion of all the sustainable air and climate solutions in the King Solomon Academy in London and all the technical solutions in the new St. George Grove student accommodation in Tooting, London. Pharmaceutical competencies go international A cutback in investment by the Irish pharmaceutical industry meant the average order size was smaller and this put pressure on both revenue and margin. Imtech countered this trend by intensifying the export of its exceptional E&I expertise (electrical engineering and instrumentation) to other Imtech countries. Increased co-operation with colleagues, for example in Belgium and Germany, meant that more added value and attractive total solutions could also be offered in Ireland. A good example of the reciprocal effect was the order from pharmaceutical company Wyeth Medica Ireland (now part of Pfizer) which involved supplying, in co-operation with Imtech Deutschland, the total technology for a number of 48

REPORT OF THE BOARD OF MANAGEMENT, UK, IRELAND & SPAIN A strong position in the UK education market The Huguet acquisition broadens the services package In 2008 the acquisition of the first Huguet electrical company and the start of autonomous electrical engineering activities was the first step towards a multidisciplinary structure of the activities in the Madrid, Barcelona and Navarra regions. In 2009 this was followed by the acquisition of two more Huguet electrical companies operating in the Valencia and Murcia regions. The objective of both these acquisitions is further growth through synergy, cross-selling between the electrical and mechanical services, a broadening of the maintenance focus and the offering of higher added value. Continuity through large, ongoing orders from Repsol-YPF and Cepsa The extremely large ongoing orders to double the refinery capacity of the major Spanish oil & gas companies Repsol- YPF (in Cartagena) and Cepsa (in Huelva) are making a significant contribution towards continuity. The Cepsa order was completed successfully and led to substantial multi-year maintenance contracts. Industry: pressure on volume and margins Imtech, one of the strongest players in the Spanish market for industrial assembly, maintenance and shutdowns, especially in the (petro)chemical sector, was responsible for countless shutdowns and upgradings at many different locations. There was a clear concentration on industrial maintenance services with a multidisciplinary focus. Imtech carried out the multidisciplinary industrial maintenance for steel manufacturer Acerinox and the Cepsa refinery in Algeciras and was also responsible for the integrated maintenance at the Cepsa refineries in La Rábida and Tenerife and for the mechanical industrial maintenance at the BP refinery in Castellón. Despite these and other successes the market could only be described as difficult. Prices and margins were under pressure, the scope of maintenance contracts was limited, ongoing contracts were taken apart and renegotiated and competition was fierce. Imtech was able to offset this negative trend to some extent by building up a position in the storage tanks market and by substantially intensifying its commercial activities. Buildings: a relatively good performance The Spanish real estate market went through a deep depression. Which is why Imtech focussed on its growing The education market in the UK is growing partly thanks to increasing government investment. Imtech, one of the strongest players in this market, is involved in the technical expansion, renovation and redevelopment of Nottingham Trent University, the Colchester Institute and Cambridge University. clean rooms and research laboratories. In Belgium Imtech was responsible for a large portion of the technology in Janssen Pharmaceutica s Chemical Development Pilot Plant. A project involving a high-tech molecule separation facility was completed for the Irish company Millipore, and Imtech also supplied technical solutions to Merck Sharpe Dome in Clonmil and for a new R&D centre with clean room facilities for Genzyme in Waterford. Maintenance: the basis for continuity Although margins were under pressure Imtech achieved further growth in the technical maintenance market. The increasing number of technical maintenance contracts is contributing towards continuity. SPAIN: A FOCUS ON THE MULTIDISCIPLINARY APPROACH, INDUSTRY AND MAINTENANCE In Spain Imtech added electrical competencies to its existing portfolio of mechanical-based process technology and air & climate technology. As was the case in 2008, the objective of moving further towards being able to offer total technical solutions was achieved through strategic acquisitions. Despite the economic crisis Imtech achieved further growth in the industrial market sector and particularly in the (petro)chemical sector and the steel industry. Imtech was also increasingly active in the growing energy market. Although the situation in the property market could be described as challenging, Imtech performed relatively well, in part thanks to the strategy of focussing on technical maintenance and management that was implemented two years ago. 49

REPORT OF THE BOARD OF MANAGEMENT, UK, IRELAND & SPAIN Technology for Cepsa s Rábina refinery Imtech is responsible for the multidisciplinary technology for the large-scale multiyear expansion that will double the refinery capacity of the Reformed Light Naphthas factory at Cepsa s Rábina refinery in Huelva in Spain. THE FUTURE In the UK and Ireland the order book is reasonably full. Imtech s scale, broad scope and flexibility provides a firm footing in an economically uncertain market. Imtech s strong position in the water industry is leading to growth and its increasing presence in the energy market is creating opportunities. The forthcoming Olympic Games are ensuring multi-year continuity and Imtech s position in the education market is providing some insurance. Although market conditions remain challenging Imtech can look forward to 2010 with confidence. Imtech s strategy is to broaden its geographical scope, strengthen its industrial activities and improve its position in the energy, water and environment markets. Imtech is also in a reasonably good position in Spain. base of regular customers in all the major economic Although there are still some gaps in the 2010 order book centres. This approach bore fruit. New orders were received there are a number of very promising prospects in the from regular customers such as developer Bami and industry market and Imtech s strong position in the construction company Eralan. The strategic focus on maintenance and shutdowns market instils confidence. maintenance and management implemented two years Imtech is focusing on further growth in the energy market ago also began to pay off. New maintenance orders and is endeavouring to offset the losses in the buildings included the multidisciplinary technical maintenance of all sector with a broad portfolio and numerous regular the AC Hotels in Andalusia and Cataluña, the Reina Sofia customers. Imtech will also focus more and more on the Hospital in Tudela and all of telecom provider ONO s 166 public sector. Despite the difficult market conditions the service centres and outlets in Spain. But here too the sharp focus on maintenance will mean these activities will market conditions were challenging with fierce continue to grow. The addition of electrical competencies competition, reduced scope and pressure on margins. to the services portfolio will also lead to additional growth. The energy market: compensation for the reversion to pressure in industry and buildings As in other European countries Imtech s strategic target in Spanish energy producers are setting more and more store the UK, Ireland and Spain is the achievement of a top-3 by sustainability, for example through the generation of position. bioenergy and solar power and by increasing the production of biogas and biomethanol from waste processing. These techniques are also used in Spain. Madrid, for example, produces 4,600 tons of waste every day. Some of this waste is processed in a biodiesel factory in the Valdemingómez s Technology Park and converted into around 34 million m 3 of biogas and biomethanol per annum. Imtech supports this process. Imtech was responsible for the mechanical engineering technology in an Isolux Ingeneria biodiesel factory in Castellón and was also involved in the generation of solar energy in two solarpowered power plants in Palma de Rio and a third power plant in Badajoz. Imtech was also active for thermal solar energy manufacturer Acciona. These energy orders formed a substantial compensation for the pressure in the industry and buildings markets. 50

REPORT OF THE BOARD OF MANAGEMENT, NORDIC NORDIC In November 2008 Imtech acquired NVS Installation AB (NVS). NVS is one of the largest players in the Swedish and Norwegian technical services provision market and also occupies a base position in Finland. This acquisition laid a foundation for a strong Imtech position in the Nordic region. Imtech (NVS) offers a broad portfolio of mechanical engineering activities in the field of energy, heating, air and climate technology, fire security, sprinkler technology, industrial services and maintenance. The focus is on numerous medium-sized and smaller projects spread evenly across the market: from public and private buildings to education, care & cure and industry and is not only on new construction but also on technological redevelopment and maintenance. In considerably worse market conditions this strategy paid dividends. In 2009 Imtech (NVS) performed well with revenue of 313 million euro and an EBITA of 25.4 million euro. Despite the difficult market and also thanks to a continuous focus on margin the operational EBITA margin was a high 8.1%. This makes Imtech (NVS) one of the best performing technical (installation) companies in the Nordic region. At the end of 2009 the order book stood at 243 million euro a growth of 54%. This is the result of increasingly larger projects being won. Key figures 2008 2009 in millions of euro 2009 2008* Revenue 313 63 EBITA 25.4 5.0 EBITA margin 8.1% 7.9% Order book 243 158 Working capital excluding cash and cash equivalents 254 226 Number of employees as at 31 December 2,378 2,274 * As NVS was not acquired until November 2008 in 2008 only two months revenue and EBITA are included in the consolidation. BROAD PORTFOLIO, INCREASED PRODUCTIVITY, ENERGY MARKET AND MAINTENANCE ENSURE CONTINUITY Although the economies of Sweden, Norway and Finland were also confronted with the negative effects of the recession in 2009 Imtech (NVS) achieved progress. The broad, well-spread portfolio and strategic position offered protection from the difficult market conditions. The focus was also on improving productivity and growth in the energy, nuclear power plant, care & cure and fire security markets. The extensive base of long-term maintenance contracts offered continuity. Various smaller acquisitions aimed at building up strong local positions in strategically selected geographical markets also contributed towards the growth. Increased productivity A new productivity strategy with clear productivity targets was developed for all the components of the primary process. This strategy, which was based on a best practice philosophy that utilised the expertise available within the decentralised organisation for improvement, also led to an organisation in which both quality and productivity were clearer and more manageable. This enabled market positions to be strengthened and the result increased. Energy market offers opportunities Sweden, Norway and Finland want to be less dependent on the import of electricity and oil. This policy has led to (government) investment aimed at optimising energy performance and using alternative energy. Imtech (NVS) responded by offering energy services, energy saving, alternative energy and decentralised energy provisions. A new energy-saving concept was developed. This concept enables Imtech (NVS) to accept a broader responsibility 51

REPORT OF THE BOARD OF MANAGEMENT, NORDIC Sprinkler technology in Swedbank Arena Imtech was responsible for the high-tech sprinkler technology in the prestigious Swedbank Arena, Sweden s new multifunctional national stadium for football, other (sports) events (capacity: 50,000) and concerts (capacity: 67,000) in Solna in Stockholm. Care & cure: involvement in long-term projects In recent years projects combining the new construction, refurbishment and renovation of hospitals were started in Sweden. Imtech (NVS) is the technology partner for the projects in the Sahlgrenska Universitetssjukhuset (the Göteborg University Hospital that, with 15,000 employees, is one of the largest hospitals in Europe), in the Länssjukhuset (provincial hospital) in Kalmar and in the regional hospitals in Västervik and Oskarshamn. Here too the best practice strategy aimed at offering broad total solutions led to the specialist expertise that made the role of technology partner possible. In the Sahlgrenska hospital in Göteborg, for example, total solutions for heating, sanitation, cooling, gas and sprinklers were provided. for energy savings projects. The considerable success already achieved with this concept includes a framework agreement with Micasa Fastigheter, the property manager of the city of Stockholm. A multi-year schedule for improving the energy efficiency of 120 buildings in Stockholm has been drawn up. This involves modernising the technology in the buildings, making more efficient use of water for cooling and heating and the installation of innovative air treatment with geothermal pumps. This agreement is also valuable as a reference and for the further marketing of the concept. It also paved the way to other energy orders from Micasa Fastigheter. Imtech (NVS) was also involved in part of the technical infrastructure for an Elkem Solar solar cell factory in Norway. In the buildings market numerous energy-efficient solutions were installed, for example in 540 apartments in Skellefteå. Imtech (NVS) was also awarded a key position in the Stockholm Waterfront sustainable ecology project. Various orders for energy optimisation were also received from the industry sector. Nuclear energy sector continues to grow The strong market position in the Swedish nuclear energy sector is evidenced by the numerous orders received. Work started on new, long-term projects in the Oskarshamn and Forsmark nuclear power plants. Imtech (NVS) stands out from the competition in this sector by offering prefabricated technical solutions that meet the highest hygiene and quality demands, professional project management and excellent quality systems. An in-depth understanding of primary processes and strong customer relations are the basis for new orders in the future. Continuity in Stockholm and Oslo Imtech (NVS) has been involved in various larger projects in Stockholm and Oslo, Scandinavia s largest economic regions, for a number of years. Here Imtech (NVS) stands out thanks to its strong position in the renovation and redevelopment market. Several larger projects were acquired. Imtech (NVS) was responsible for the technical redevelopment and renovation for the large, multidisciplinary Liljeholmen Square project in Stockholm which comprises medical facilities, shops and offices. Another project in Stockholm was the sustainable climate technology in a former aircraft hangar that is being converted into a modern 35,000 m 2 shopping centre. Imtech (NVS) has also received an order for the installation of a high-tech sprinkler system in the prestigious Swedbank Arena Sweden s new, multifunctional national football and events stadium that will be opened in the summer of 2012. In Sollentuna, near Stockholm, Imtech (NVS) was responsible for the sustainable air and climate technology in a new penal institution. In Norway the stately Royal Christiania Hotel in the centre of Oslo was equipped with state-of-the-art technology. Infrastructure: growth market The local authorities in Scandinavia that invested in new infrastructure included Malmö, where a new railway tunnel was constructed. This led to Imtech (NVS) being awarded the order for the sustainable climate technology in the extension of Malmö Central station. 52

REPORT OF THE BOARD OF MANAGEMENT, NORDIC Technology in Malmö Central station and railway tunnel In Malmö a new railway tunnel was constructed. Imtech was responsible for part of the technology in this tunnel as well as the sustainable climate technology in the extension of Malmö Central station. Hotels: continuing investment Investment in hotels remained at a reasonable level. Imtech (NVS) carried out various projects including the sustainable technology and fire security in the new Hotel Rezidor Park Inn, near Oslo airport, and the new Scandic hotel in Karlskrona. Industry: focus on cost savings Investments in industry were under pressure. The focus was on cost savings and increased efficiency. This created opportunities for Imtech because technology plays a key role in these areas. Imtech (NVS) helped Fiskeby Board, a packaging manufacturer in Norrköping in Sweden, improve its primary process. The same applied for Nynas, a Swedish oil and bitumen products manufacturer. AT Furustad: an all-round technical services provider in Norway, specialised in mechanical processes, energy and air and climate solutions; Olav C. Jensen & Søn: a technical services provider specialised in innovative service concepts in Ski in Norway a growth region lying in a strategic position between the cities of Oslo and Fredrikstad; Sundsvalls Rörteknik: a Swedish industrial services provider specialised in high-value process technology in northern and central Sweden. THE FUTURE Most of the future growth scenarios for the Nordic region are based on a gradual recovery of investments during 2010 and an increasing volume of technology in service and maintenance. The increased interest in energy saving in buildings is very obvious. As the upgrading and integration of technical provisions are key factors in energy saving Imtech (NVS) will clearly be able to profit from this trend. The new energy concepts have already proved their worth and can be rolled out across a broad front. The strategy of sharing best practices will be continued. The focus is also on the strategic strengthening of the company through the acquisition of a larger electrical engineering company. This will enable the Imtech formula of multidisciplinary technical total solutions to be offered in this region as well. Imtech (NVS) has faith in its own strength and looks forward to the future with confidence. Fire security: healthy investment Investments in fire security remained good. Projects carried out by Imtech (NVS) included all the fire security and sprinkler solutions for a new, large printing company in Landvetter, just outside Göteborg in Sweden. Acquisitions to strengthen local positions In 2009 three technical specialists were acquired: two in Norway and one in Sweden. The objective is to pave the way for future growth in regions considered to have substantial market potential. Imtech also wants to add specific technical competencies to its portfolio. The acquired companies were: 53

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE ICT, TRAFFIC & MARINE Due to the challenging economic situation, overall the activities in the ICT, Traffic & Marine cluster performed less well than in 2008. The picture is mixed. In the European ICT market substantially lower investment led to pressure on revenue and margin. In the European and international Traffic and Marine markets a further growth was achieved despite difficult market conditions. The overall revenue (+ 8%) and the order book (+ 9%) increased to respectively 1,159 million euro and 1,033 million euro, but the EBITA fell by 5% to 67.1 million euro. The EBITA margin also fell to 5.8%. Key figures 2007 2009 in millions of euro 2009 2008 2007 Revenue 1,159 1,073 935 EBITA 67.1 70.8 61.0 EBITA margin 5.8% 6.6% 6.5% Order book 1,033 951 739 Working capital, excluding cash and cash equivalents 278 212 171 Number of employees as at 31 December 5,008 5,202 4,180 BUSINESS PROGRESS: MIXED PICTURE The considerable reduction in volume and the pressure on margins caused by the economic conditions led to a lower performance being achieved in the European ICT market. Even so Imtech proved to be resilient in the face of the economic crisis, especially when compared to the competition. This was partly thanks to its broad spread across many segments and countries, strong positions in certain software niches and intensive co-operation with world-market leaders such as IBM, Microsoft, SAP and Cisco. In addition, cost savings and a limited reorganisation were carried through. In the Marine market the crisis resulted in reduced volumes in the oil & gas, container ships, bulk transport and inland waterway shipping segments. By contrast the demand for green ships and activities related to naval programmes increased. Although the volume of service, maintenance and management activities came under pressure due to the global reduction in container and bulk shipping Imtech performed very well in this area thanks to its extensive and strategically strong service network. The market for luxury yachts and cruise liners remained good. Overall Imtech achieved a further growth. Technology is the pre-eminent solution to numerous mobility issues. The demand for integrated Traffic solutions increased. In line with the strategy a modest organic growth was achieved some of which derived from the firm foundation of multi-year maintenance contracts. Although there was a slight decline in the urban and Eastern European markets, the inter-city and Scandinavian markets developed well thanks to economic stimulation programmes. The international parking and payment activities achieved further growth despite variable success in various countries. High-tech IBM solutions for Stuttgart Airport Advanced data management at Stuttgart Airport ensures a reliable solution for the growing volume of data. Imtech s total restructuring of the IBM infrastructure, including the management and administration systems, has improved customer service and reduced costs. 54

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE ICT: LOWER PERFORMANCE IN DIFFICULT MARKET, FUTURE GROWTH STRATEGY DEVELOPED The importance of ICT in solutions to social issues such as the environment, mobility, food production, energy use and water management has increased structurally. Which is why Imtech wishes to have a strategically strong European ICT axis at its command. The ICT division acts as a strategic front line and is active structurally in the Netherlands, Belgium, Germany, Switzerland, Austria and the UK, and from this base also in France and Slovenia. The focus is on the latest technology. This ensures that obtained expertise is made available throughout the Group. Imtech s performance was lower than in 2008 in the light of the pressure caused by economic conditions. Upgrading Bavaria s ICT infrastructure An upgrading of the servers and storage was carried out for beer brewer Bavaria. Central storage and a redundant modular data centre with virtualisation technology, options for critical operating systems and separation of various types of data offer flexibility with high performance and optimum availability. Growth strategy A key factor in 2009 was the development of a growth strategy for the future. Imtech focuses on offering integrated solutions with demonstrable added value through its proven expertise in software, business consultancy, dynamic ICT infrastructures and high-tech communications solutions. Imtech s aim is to grow strategically into the best European services provider in: Data Centre Technology. Internet broadband networks and cloud computing (software shared between several computers on the Internet) are leading to an exponential increase in data transmission. Imtech combines communications, server, storage and virtualisation technology in high-tech data centre solutions: total solutions for problems such as energy management, cooling and reduced CO 2 emissions Performance Solutions. Virtually every modern service or product is equipped with digital information carriers and has innumerable users who share information. As a strong partner of world-market leaders IBM, SAP and Microsoft Imtech can translate these data into valuable information for manufacturers, consumers, authorities and services providers. ERP software. Company-wide software in the form of an open platform to which the most diverse information systems are linked often forms the business-economics core for customers. Imtech combines industry branch and ICT expertise into integrated solutions for the industry, transport, logistics and semi-governmental sectors. Managed Services. The management of critical ICTrelated operating processes is essential for mediumsized organisations. Imtech can offer integrated solutions and combine them with twin data centres both locally and internationally. This ensures maximum performance with room for extra capacity, new applications and energy-efficient green IT. Partnerships are crucial In fast-changing market conditions partnerships are crucial. In 2009 Imtech s strong relationship with IBM, Microsoft, SAP and Cisco was intensified thanks to its Pan- European presence and focus on domain know-how. In Germany Imtech (Fritz und Macziol) won the prestigious IBM Beacon Award. Imtech s strong positions in Performance Solutions and Microsoft Navision were underlined by its also being awarded the IBM Information Management Innovation Award 2009 and the international Microsoft Program Award 2009. Imtech worked with Cisco and Juniper on an integrated offering in dynamic IT infrastructures. Germany and Switzerland: success in a challenging market The success of the portfolio with services for Managed Services, Data Centre Technology and ERP meant that, despite challenging market conditions, Imtech (Fritz und Macziol) performed very well. The new IT infrastructure Imtech supplied to the international clothing chain, Peek & Cloppenburg, led to cost savings and improved performance. Imtech was responsible for a worldwide system for the management and control of legislation and regulations in the field of waste materials for BASF. At Deutsche Vermögensberatung two data systems based on 55

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE advanced IBM XIV technology and with full up-scaling capability and extremely large storage capacities went into operation. Imtech was also active for clients such as Deutsche Bahn and Deutsche Post. The modular Microsoft Dynamics NAV software package for governmental accounting, reporting and budgeting developed by the Infoma business unit was once again successful. Various new authorities joined the list of customers and this unique Imtech expertise was also exported to the Netherlands. Belgium: strong position based on domain knowledge In Belgium Imtech further strengthened its position in the field of IT infrastructures and Performance Solutions. Imtech used IBM technology to expand the data storage capacity of BNP Paribas Fortis data centre, supplied and implemented a new dynamic IT infrastructure for the Algemeen Ziekenhuis Sint-Dympna (hospital) and also carried out successful projects in this field for ING and the Etex Group. In the Managed Services market Imtech took over the management of the total IT infrastructure for invoicing at the Imelda hospital. For Telenet Imtech used high-tech migration tools to transfer IBM data and developed an audit system to safeguard the integrity of the decentralised systems. The Netherlands: a broad portfolio helps the crisis to be controlled Despite the difficult economic climate the number of Managed Services contracts in the Netherlands increased. Imtech acquired the IT management of the Zuwe Hofpoort Hospital in Woerden and was responsible for simplifying the management of Bavaria. Chiquita called on Imtech s outsourcing expertise for service level agreements with Swiss partners. In the field of Performance Management Imtech developed an integrated solution for fast and flexible management of large volumes of available data for the Sundio Group travel organisation. The ERP activities have been a stable factor for many years and, although the effects of the crisis were apparent, 2009 was another successful year. Imtech completed new implementations for Isolectra (Microsoft Dynamics) and the Stokvis Group. Progress was also made in the development, in close co-operation with the Utrecht University Medical Centre and supported by government subsidies, of the PAZIO integrated health portal. In the Eindhoven region Imtech ICT, together with Imtech Infra & Traffic (Peek Traffic), Life cycle software for Edeka For Edeka, the biggest retailer in Germany (11,500 shops), Imtech created a total IT solution with Software Asset Management, featuring a bundle of essential business processes that are required to manage, control and protect the client s software in all life cycle phases. developed a Dynamic Passenger Information System that provides up-to-the-minute information to bus passengers. In 2009 Imtech was named the ICT services provider of the year. UK: hard work combats the crisis Although the effects of the economic crisis were severe in the UK, hard work led to a positive result nonetheless. The integration of server and storage technology laid the foundation for future growth. The combination of the Juniper and IBM portfolios offered good opportunities in data centres. Imtech projects included the IT infrastructure of the real estate owner Countrywide, an integrated infrastructure with up-scaling capability based on IBM Blades for financial expert Dancerace and a dynamic network that safeguards the future accessibility of data for Fujitsu s employees, suppliers and customers. Imtech also employed innovative green IT to reduce Flintshire County Council s energy consumption. Austria: continuity across a broad front Imtech was active across a broad front in Austria via ILS and, thanks to a strong Managed Services portfolio, innovative solutions for ICT infrastructure, a strong position in data centres with specialised SAP software for the logistics market, achieved good results. Advanced data management provided a fast and reliable solution for the increasing volume of data at Vienna s airport. The worldwide hosting of SAP and Microsoft applications was implemented in an Imtech data centre in Vienna for Nemak. In the logistics market Imtech was responsible for a software system for City Express, a subsidiary of the 56

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE Austrian Post Office, and used SAP software (Transflow Lbase ) to create a new and improved logistics total solution in the DHL data centre. EXAPAQ, a large French parcel delivery service, has been an Imtech customer for over 15 years. Special ILS parcenet software has made the high-tech services provision to this customer and its business partners possible. Imtech also made progress in Slovenia with this type of software. TRAFFIC: MAINTENANCE LEADS TO GROWTH As a European mobility specialist Imtech occupies a good market position in the Netherlands, Belgium, the UK, Scandinavia, Poland and Croatia. The focus is on high-tech integrated total solutions that contribute towards an environmentally-friendly and safe flow of the fast-growing volume of road traffic. Most of the work is carried out under the name of Peek. In line with the strategy, in 2009 a modest growth was achieved. Some of this growth derived from the firm foundation of multi-year maintenance contracts. The overall market picture was mixed. The inter-urban markets in the Netherlands and the UK developed well thanks to economic stimulation programmes. There was also growth in Scandinavia. By contrast the Eastern European market underwent a slight decline due to the effects of the economic crisis. The urban markets remained stable in the Netherlands and Scandinavia but declined slightly in the UK. Imtech is also active (under the name WPS) in the international high-tech (integrated) parking and payment systems market and overall these activities achieved further growth. International sales of Imtech s traffic products and services increased. Overall the Traffic activities achieved growth. Maintenance: a firm foundation In the Netherlands Imtech has a multi-year performance maintenance contract from the Dutch Department of Waterways and Public Works for over 2,500 MTM (Motorway Traffic Management) installations. Increasing road traffic capacity led to more orders. Imtech holds maintenance contracts for the high-tech traffic management centres in Utrecht, Rhoon and Geldrop. These contracts include the maintenance of various technical traffic solutions on motorways and tunnels linked to these centres. Imtech has been awarded scores of multi-year contracts for the maintenance and upgrading of dozens of urban traffic and network systems in the Netherlands and the UK as well as the substantial maintenance contract for the Highways Agency s technical European trials for improved traffic safety Imtech was involved in two major European trials aimed at improving traffic safety: SAFESPOT (recognising and alerting drivers to potentially hazardous situations) and CVIS (innovative technology that enables vehicles to communicate with each other and existing traffic infrastructure). infrastructure along all the motorways in eastern England. As the partner of Transport for London (manager of the road network in London) Imtech is involved in the Keeping London Moving programme. During 2009 Imtech maintained 42% of all the traffic infrastructure in London, including the Olympic area. The most important maintenance contract in the UK was the National Road Telecommunications Services (NRTS) project. This Public Private Partnership project is improving and maintaining the high-tech data backbone to which all the Highways Agency s traffic systems are linked. The contract still has seven years to run. Imtech has also been awarded multiyear maintenance contracts for the fast-growing traffic infrastructure in Poland. Inter-urban market: substantial government investment Several governments invested substantially in infrastructure improvement. In the Netherlands Imtech carried out a number of traffic signalling upgrades and expansions for the Department of Waterways and Public Works and was involved in the introduction of dynamic maximum traffic speeds (Dynamax) on various motorways including the A1 and A12. Imtech also received the order to replace all the existing MTM installations and signalling systems along the Rotterdam ring road with high-tech state-ofthe-art versions. The work will be carried out during 2010. In the UK the Highways Agency awarded Imtech the order for the integration of ramp metering into the existing traffic control systems. Orders were also won for high-tech digital camera systems for dynamic speed control and improved traffic safety on various motorways. The multi- 57

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE Technology partner for Keeping London Moving As the technology partner of Transport for London (manager of London s road network) Imtech is involved in the Keeping London Moving programme and maintains 42% of the total technical traffic infrastructure in London, including the Olympic area. year maintenance and upgrading contract for the NRTS brought with it additional maintenance activities along the motorway network linked to the system. Imtech also played a key role with technical solutions for innovative traffic management on the motorways in Birmingham and Coventry. Urban market: declining investment In the urban market in the UK the emphasis was on the new innovative IP technology for Urban Traffic Management Control. This technology, which enables traffic streams to be studied in real time via the Internet, improves traffic flow and reduces fine-particle emissions. Although the economic uncertainty resulted in investment being reduced Imtech performed reasonably well, in part thanks to its success in expanding its customer base. The multi-year maintenance contract with Transport for London for the Keeping London Moving programme generated additional activities. Imtech was the preferred partner of Lincolnshire County Council and improved the traffic flow in Buckinghamshire. Energy-efficient LED traffic lights were also installed here. In the Netherlands Imtech worked on intelligent traffic influencing in a number of cities including Tilburg, Helmond, Breda and Apeldoorn. New framework contracts were signed with the province of Utrecht and the city of Amersfoort. Traffic safety and enforcement: the technology component is growing Technology is increasingly ensuring the safest possible fulfilment of the traffic offering. In 2009 Imtech was involved in the European initiative SAFESPOT (Co-operative Systems for Road Safety). The objective of this system is to prevent accidents by recognising, and making drivers aware of, potentially dangerous situations at an early stage. Imtech was also involved in the improvement of safety around level crossings. The Dutch Public Prosecutor s Traffic Enforcement Bureau (BVOM) increased the level of maintenance of digital pole-mounted cameras and several new series of these speed enforcement systems were ordered. Public transport: better and better passenger information More and more transport authorities are improving their passenger information. Imtech supplied the Samenwerkingsverband Regio Eindhoven (SRE) with new technology for 120 bus stop displays that provide real-time travel information. During 2010 several hundred similar bus stop displays will be installed in the Province of Overijssel. Imtech s product range includes equipment that enables public transport vehicles to be given priority at intersections. Thanks to its high quality this technology is also used to safeguard the safety of light-rail (metro) routes such as the network between The Hague and Rotterdam in the Netherlands (RandstadRail). Imtech was also active in the light-rail field in Manchester (UK), Palermo (Italy) and Bucharest (Romania). The environment: growth market of the future Fine-particle reduction is a major issue in the urban market. Combining intelligent network management with the measurement of CO 2 emissions enables a picture to be formed of the pressure road traffic is putting on the environment. This information is used to influence traffic flows so that emissions and energy use can be reduced. In this context Imtech was involved in the first European trials of CVIS (Co-operative Vehicle Infrastructure Systems). This innovative traffic technology enables vehicles to communicate with each other and with existing traffic technology. Eastern Europe: the crisis results in reticence Although the existing maintenance contracts in cities including Warsaw, Krakow, Wroclaw and Zagreb proceeded smoothly, the uncertain economic situation and increasing competition meant new business was limited. Imtech focused on a number of larger, EU-financed projects that will be coming onto the market. 58

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE Nordic: a growth region for Imtech Imtech achieved growth in the Nordic region. After a software amendment Imtech s (Peek s) efficient, high-tech traffic controller took the market by storm in several cities including Oulu, Stockholm, Malmö and Vaasa. Integration with other traffic controllers enabled green waves that improved traffic flow to be introduced. In Stockholm and Göteborg orders were acquired for a Travel Time System and a high-tech system for weighing vehicles. An office was opened in Finland. International roll-out of traffic technology In line with its strategy Imtech succeeded in increasing the international export of its high-tech traffic technology. Controllers and systems were installed successfully in Bahrain, Belgium, Brazil, Canada, China, Colombia, Curaçao, Cyprus, the Philippines, Germany, Finland, France, Greece, Hong Kong, India, Israel, Italy, Croatia, Malaysia, Poland, Portugal, Romania, Spain, Sweden, Thailand, the UK and the USA. Good performance in the international parking market Imtech (WPS) performed well in the international market for automatic parking and payment systems. The new PARKID product range achieved its first successes, including in Gouda (the Netherlands), Copenhagen (Denmark) and Desenzano del Garda (Italy). This combination offers good prospects for the future. Despite the crisis Imtech did well in the USA, Canada and Brazil. By contrast the performance worsened slightly in Europe. Larger orders were received from the city of Norfolk in the USA (parking technology for sixteen garages), Halifax Airport in Canada and a shopping centre in Rio de Janeiro in Brazil. MARINE: GROWTH IN A DIFFICULT MARKET A position in the global top-5 makes the Imtech Marine Group, into which all Imtech s marine companies are clustered, one of the strongest players in the global marine market. Imtech s strategic focus is the further expansion of its position through continuous technological innovation, close co-operation with customers and suppliers, far-reaching internal co-operation and targeted acquisitions. Maintaining traffic infrastructure In the Netherlands Imtech was responsible for the upgrading and maintenance of numerous technical solutions in the traffic safety market. In various municipalities Imtech has substantial maintenance contracts. Combining all the technical core competencies (electrical engineering, ICT and mechanical engineering) enables Imtech to offer its marine customers, wherever they are in the world, integrated total solutions, including full automation and whole ship solutions, that work as they are meant to work. Partial solutions, for example an electrical propulsion system or a specific automation solution, can also be supplied. Imtech also offers service on demand from 70 service points around the world. As a result of the economic crisis the marine market was confronted with fewer new orders, especially in the oil & gas, container ships, bulk transport and inland waterway shipping segments. By contrast the demand for green ships and activities related to naval programmes increased. Although the volume of service, maintenance and management activities came under pressure due to the global reduction in container and bulk shipping, Imtech performed very well in this area thanks to its extensive and strategically strong service network. The market for luxury yachts and cruise liners remained good. Overall Imtech achieved growth. Increased demand for green ships More and more ships are becoming greener. Which means green technology is a growth market. Imtech has responded fully with specific sustainable technologies. Innovative, environmentally-friendly (diesel) electric propulsion is one example. This technology can lead to significant fuel savings (10 to 20%) and reduced environmentally-harmful emissions (15 to 20%). Imtech will fit Greenpeace s new flagship ( Rainbow Warrior III ) 59

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE with this and other sustainable solutions sustainable platform automation, a smart energy distribution system and efficient use of residual heat. There is considerable international interest in this project. Imtech will also be responsible for the sustainable electrical propulsion on the futuristic solar cell ship, Solar Planet. Imtech has developed innovative new solutions, such as the interim storage of energy combined with intelligent control systems, which can further reduce energy use. The possibilities for green luxury yachts are being investigated in co-operation with yacht builder Feadship and engine supplier MTU. Naval programmes: a growth market for Imtech Imtech has worked for naval organisations from almost every corner of the globe for nearly 150 years. In 2009 investment in naval vessels rose and Imtech was able to take full advantage of the increase. This offset the reduced investment in other marine segments. Its long history means Imtech has a substantial installed base of highvalue automation systems on board naval vessels in many countries. This led to new orders for the upgrading and renewal of naval vessels belonging to several countries including the Netherlands, South Korea, Thailand and various Gulf States. The orders involved replacing existing hardware, installing new glass fibre technology, fitting new processors with high-tech measuring and control solutions and tailored faster software. Orders from the Australian navy included advanced air treatment on board frigates and Landing Helicopter Docks. Imtech will also be responsible for the climate technology on board a new series of German navy F-125 frigates. South Korean naval frigates were equipped with a high-tech rudder-rollstabiliser system that stabilises the ships in an innovative way with the help of controlled rudder movements. Imtech is one of the few marine technical services companies with extensive expertise in the execution of high-tech and complex full-scope HVAC projects (Heating, Ventilation and Air Conditioning) and is the European market leader in this technology on board large cruise liners with a length of up to more than 350 metres. This experience was one of the reasons why Imtech received a large design & build order (130 million euro) from the Royal Navy for the climate technology on two 280-metre-long new aircraft carriers, notably HMS Queen Elizabeth and HMS Prince of Wales. Imtech s involvement began back in 2005 with the pre-design, pre-engineering and technical design. Here too innovation is the keyword. Imtech is responsible for the technical design, engineering, equipping, supply, installation and commissioning of the sustainable climate technology, including all the HVAC systems. Luxury yachts and passenger liners: satisfactory Imtech received various new orders for technological total solutions on board luxury yachts from Dutch shipyards (including Feadship and Amels) and continued working on various ongoing orders from German wharves (including ThyssenKrupp Marine Systems and Lürrsen). Imtech also acquired orders for retrofits (replacement of technically out-of-date systems), for example from the Gulf States. Van Berge Henegouwen, the specialist in the field of hightech entertainment on board luxury yachts acquired last year, performed extremely well. The cruise liner market remained stable and Imtech was responsible for the energy-efficient climate technology on board five large Solstice Class cruise liners (350 metres) for shipping company Celebrity Cruises at the German Meyer Wharf. Imtech also won the order for the technological upgrading of New York s famous Staten Island Ferry. Oil and gas ships: a slowdown The Dutch oil and gas supply industry has built up a global reputation in the (deep) offshore oil and gas market and Imtech s innovative strength has also been proven. The economic crisis, and especially the lack of financing options, led to a slowdown in decision making related to new initiatives and this, in turn, resulted in a substantial drop in market volume. Bluewater awarded Imtech the order for the technology on board the 248-metre-long Aoka Mizu Energy-efficient technology on board the German Navy s F125 frigates Imtech is responsible for the energyefficient air and climate technology on board four new F125 frigates for the German Navy. The technology meets the most stringent demands and can be used in the most extreme weather conditions. 60

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE a Floating Production, Storage and Offloading (FPSO) ship with approximately the same capacity as an oil drilling platform (30,000 barrels of oil per day). New orders were few and far between, but at the end of the year there were signs of a tentative recovery in this segment. Orders were received for a refit of the Allseas pipe layer the Lorelay. The Imtech offshore industry service team, whose responsibilities include maintenance services on NAM oil and gas platforms in the North Sea, achieved an excellent performance. Service, maintenance and management: a good performance Despite a drop in market volume, Imtech achieved an excellent overall performance in the maintenance market via its business unit radio Holland Group (the maintenance specialist within the Imtech Marine Group that in some instances still operates under its own name). The size and strategic composition of Imtech s global service activities have proven extremely recession-resilient. Thousands of ships were maintained at Imtech s 70 service points in 25 countries. The number of managed services contracts rose to over 3,000. Imtech holds this type of total, multiyear maintenance contract for large portions of the fleets of three of the world s ten largest shipping companies. This enables these customers to achieve substantial cost savings. Imtech also performed well in Belgium, the Middle East, Egypt, the Caribbean region and Hong Kong. A reduction in the volume of shipping led to a considerable regression in the USA and the Netherlands. New service points were opened in Qing Dao in China and in Oakland in the USA. In South Africa Pertec, which was acquired last year, was integrated into the existing Imtech service organisation. The result is a strong services provider operating along the entire South African coast. In this context an additional service point will be opened in 2010. The results here were excellent. Marine information plays a pivotal role As a provider of integrated shipping movements information Imtech, via Koninklijke Dirkzwager (54% participation), plays a pivotal role in the Port of Rotterdam. The terminals and port authorities were notified electronically of nearly 360,000 ships visits. This was fewer than in 2008 due to the reduction in ship movements resulting from the economic crisis. Technology for floating oil production ship Imtech was involved in the technology on board Bluewater s Aoka Mizu. This 248-metre-long Floating Production, Storage and Offloading (FPSO) ship with a capacity of 30,000 barrels a day will be deployed to the Ettrick oilfield in the North Sea. Internal co-operation intensified Internal co-operation between the different marine companies has started in various fields including contract management, luxury yacht and cruise liner maintenance and cross-selling between navigation, communication and entertainment on board luxury yachts and other ships. But there was also co-operation on the geographical front, for example between business units in Germany and the UK for the construction of British aircraft carriers. In China the strengths of a number of Imtech companies were clustered. Imtech Marine South East Asia was set up in Singapore with the aim of a broad roll-out of the Imtech services package here as well. Co-operation will be intensified in the coming period. THE FUTURE: WELL POSITIONED, FAITH IN OUR OWN STRENGTH In the ICT market the united future growth strategy forms a firm foundation from which to approach 2010 with confidence. The broad spread across many segments and countries, strong positions in certain software niches and intensive co-operation with global market leaders such as IBM, Microsoft, SAP and Cisco all offer opportunities. As a result of the challenging economic situation cost savings will be implemented where necessary. Whether or not all this will lead to growth will depend on market developments. Imtech does, however, have a strong starting position and a high degree of continuity. In the Traffic market Imtech is in a strong position and will continue its advance in the European mobility market. Positive conditions in most segments and a robust order 61

REPORT OF THE BOARD OF MANAGEMENT, ICT, TRAFFIC & MARINE, RISK MANAGEMENT book with multi-year (maintenance) contracts form a good foundation for further growth. Imtech is also well-positioned for further growth in the Marine market thanks to its extensive and strategically strong service network, a further increase in the demand for green ships and participation in many naval programmes. It is important that the tentative recovery in the oil and gas market continues and that the market for luxury yachts and cruise liners remains stable despite the difficult economic situation. On balance Imtech has faith in its own strength and looks forward to the future with confidence. Energy-efficient climate technology on board cruise liners Imtech was responsible for the energyefficient climate technology on board (315-metre-long) Solstice class cruise liners. Intelligent measuring and control technology, consistent use of decentralised energy provisions and energy-efficient cooling, induction and cabin units have reduced energy use by approximately 25%. RISK MANAGEMENT The size Imtech has now achieved makes the management of operational, financial and market risks extremely important. Imtech, therefore, follows an active policy aimed at ensuring the proper functioning of the risk management and internal control systems. System design and operation Imtech s Board of Management is responsible for the proper functioning of the risk management and internal control systems. The objective of these systems is to control, as far as possible, the major risks to which the company can be exposed, to make possible the reliable achievement of operational and financial goals and to ensure compliance with applicable legislation and regulations. Imtech pays structural attention to the optimisation of the design and operation of the risk management and internal control systems. The Board of Management is aware that such systems, however professional they may be, can neither provide absolute assurance that the company s objectives will be achieved, nor entirely prevent material errors, loss, fraud and contraventions of legislation and regulations. Internal control Imtech operates a system of regular internal reporting and a budgetary cycle that follows standard procedures and detailed guidelines. The financial 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. Once a year priorities, based on risk assessment, are set for investigating the design and operation of the operating companies administrative organisations and internal controls. The outcome of these investigations is discussed regularly. Twice a year the Board of Management reports its findings to the Audit Committee and the Supervisory Board. Imtech follows its own methodology whereby operating companies and business units carry out self-assessments of the efficiency and effectiveness of the risk management and internal control systems. These self-assessments are carried out using an analysis model based on the COSO Enterprise Risk Management Integrated Framework that is provided to the operating companies in the form of a web application. This uniform analysis model results in a broad focus on all possible and relevant aspects of business risk management and thus contributes towards a better underpinning and evaluation of the effectiveness and efficiency of the systems for risk management and internal control. The self-assessments are analysed by Corporate 62

REPORT OF THE BOARD OF MANAGEMENT, RISK MANAGEMENT Control and discussed with the Board of Management. To check the quality of the self-assessments they are reviewed on a regular basis by an independent advisor. The findings are used by the Board of Management to further improve the risk management process within the relevant parts of the organisation. The resulting amendments have included improvements to the position and involvement of the Risk Management department. In addition, the operational powers matrix was renewed and clarified internally via a database. More attention has also been paid to professional project management, see page 68. The outcomes of the self-assessments, the reviews and any improvements are discussed regularly by the Audit Committee and the Supervisory Board. Taking the above into account, to the best knowledge of and in the opinion of the Board of Management, Imtech s risk management and internal control systems: provide a reasonable degree of assurance that the financial reporting is free of material misstatement; have functioned properly during the financial year under review; give no indication that they will not continue to function properly during the current financial year. A further harmonisation of business processes and systems was also carried out. Due to the organisation s decentralised formation (partly through acquisitions) and structure, various different systems for supporting the business processes are being used. The objective is to arrive at a more limited selection of these systems and thus to reduce possible risks. To this end an ERP packet is being introduced, High-tech solutions in the Zebra Tower in Warsaw Imtech is one of the strongest technical services providers in Poland and focuses on high-tech solutions. The order has been acquired for all the technical solutions in the 18,000 m 2 high-tech Zebra Tower near the centre of Warsaw. in phases throughout the entire organisation. The objective is the optimum control and interchangeability of information and operating processes in the functional, legal, technical and commercial sense. During 2009 good progress was made with the ERP implementations. Operational risks More and more often customers are specifying the performance they require (generally in the form of financial or operational indicators) and ask Imtech how and with which concepts, services and technologies this performance can best be achieved. As a result Imtech s responsibilities have increased considerably in relation to the customer s responsibilities. The share of large and complex projects continues to increase with a clear emphasis on performance contracts, with bonus/penalty clauses. Examples include more complex EPC contracts in which Imtech acts as the technology partner for Engineering, Procurement and Construction as well as many different forms of design and build contracts. Compared with traditional specification-based project execution this type of project involves higher risks. There has also been a clear increase in the number of projects located, geographically, outside the country in which the Imtech company concerned is based, and of projects in which Imtech is involved as a member of a consortium, construction consortium or some other joint venture. It has become apparent that more and more often customers want to shift the risks to their technology partners. As a consequence the acceptance and execution of projects is leading to more and more legal issues. Many contracts also include change of control stipulations. Within Imtech the focus is on the optimal control of these increasing operational risks. One positive development that counterbalances this is that there are also customers who recognise the need to draw up a risk profile of a (large) project. This gives Imtech the opportunity to work with these customers to draw up measures to prevent or minimise the chance of risks. Imtech works with its own web-based method (Riskmaster ) and a special risk analysis method (GRIP ) developed for, and partly by, the corporate Risk Management department. Divisions and companies can, with the assistance of a database, draw up risk inventories when preparing tenders and proposals. Risk Management provides support and, in consultation with Legal Affairs, evaluates the measures to prevent risks arising. This method makes it possible for Bid Reviews to be carried out, 63

REPORT OF THE BOARD OF MANAGEMENT, RISK MANAGEMENT clear risk inventories covering a range of aspects including the customer, contract, location of the intended project, design, technology, materials, price structure, timescale, safety and co-operation to be drawn up and risk plans to be implemented. In addition to the risk inventory, specifications are also subjected to a thorough investigation. The (divisional) lawyers involved check all contracts for larger projects at the tender stage and any deviations from the policy must be approved by the Board of Management. During this phase the Risk Management department works very closely with the divisional lawyers and proposal managers. If necessary the inventoried risks are priced internally. Considerable attention is paid not only to the risks but also, and most importantly, to the measures that must ensure that the chance of a risk or undesirable effects is as low as possible. Imtech is increasingly tendering for and executing projects in co-operation with third parties in a partnership or limited company form. These can be partners from both within and outside the branch in which Imtech is active, such as civil contractors and engineering bureaus. Both Risk Management and Legal Affairs are closely involved in the formulation and evaluation of these types of joint venture. Risk Management monitors both the process and the content of projects under offer or in execution. The status of large projects, and the way risks were handled during the tender phase are known at any given moment. The pro-active use of these risk inventories has raised riskawareness. This method is used in almost every country in which Imtech has offices. The method comprises the following modules: registration: the registration and notification of new projects going out to tender; analysis/mitigation: a risk inventory module (Riskmaster ) with proposals for risk limitation; auditing: a management module to follow projects from tender to completion; statistics: various reports. This procedure is obligatory for all projects that meet one of the following criteria: project tenders above four million euro; projects that are located, geographically, outside the country in which the Imtech companies concerned are based; 64 projects involving a partnership, (building) consortium or other form of joint venture; projects with an extra high risk profile, especially complex projects or projects involving special contracts on the customer s side. If the contract value of a tender/contract is higher than a (division) manager is authorised to handle, the authorisation of the Board of Management is required. For such situations an authorisation procedure has been developed in which Legal Affairs and Risk Management departments work closely together and specify riskprevention conditions under which the tender or contract may be submitted or signed. Once a contract has been awarded the risk plan is checked regularly and progress is reported. When the project is large (or complex) a Contract Manager is added to the project management team. Here too the Risk Management department works in close cooperation with the legal departments and Contract Managers. In 2009 considerable attention was paid to the systematic execution of second and third-phase project audits and the number of audits carried out on international projects increased. Risk Management and Legal Affairs also organised risk and contract management workshops at several levels in the organisation. During these workshops practical examples of contract evaluation, purchasing and execution problems were discussed and evaluated. A framework was created for project evaluation through coordinated lessons learned sessions. Considerable Technical facilities in laboratories In the Benelux Imtech is one of the strongest players in the market for technical facilities provision in high-tech laboratories and was involved with laboratories for Disman, Leiden University Medical Centre and the Dutch Cancer Institute.

REPORT OF THE BOARD OF MANAGEMENT, RISK MANAGEMENT A growing demand for technology in the German care & cure market The German care & cure sector is demanding specific technology that meets the most stringent hygiene and safety standards. Imtech acts as the expert technology partner and was involved with the expansion and upgrading of the Schwarzwald-Baar clinic. attention was also paid to the rapid initiation of the Imtech standard for risk management within newly acquired companies. Exposure to discussions with customers regarding additional work, which sometimes end in legal proceedings and claims going back and forth is inherent to the project activities. These risks are covered to a degree by the relevant provisions. Imtech is well-insured against possible damage arising from operating and execution risks. Product liability is only relevant for Imtech to a very limited extent because the company rarely develops its own products and generally purchases them from many different suppliers who are responsible for their own products. Stock risks are minimal because materials are purchased on a project or part project basis, which means there is limited stockpiling. The aim of the policy related to HSE (Health, Safety and Environment) is to ensure the proper protection of all employees and involved third parties so that the risks of job-related accidents, and claims that might arise from such accidents, are limited. As a result of the active acquisitions policy there are risks that acquired companies do not meet the performance expectations, including a risk of impairment of capitalised goodwill. Imtech endeavours to minimize this risk as far as possible during the due diligence phase. Real estate risks Imtech sees Corporate Real Estate Management as risk management in the field of real estate and premises. To retain maximum flexibility with regard to accommodation and to minimize balance sheet risks, more than 90% of the property currently being used by Imtech is rented. From the user s perspective Imtech s real estate risks are related to the (development of the) real estate market, financial risks and the risks of lawsuits arising from real estate ex ploi tation, ownership or development. The objective is to ensure the availability of the right accommodation in the right place at the right time and at a price that conforms with the market so as to prevent accommodation being unoccupied and reduce costs. To this end a central real estate database for strategic accommodation planning, requirement analyses and financial analyses has been set up. In 2009 the focus was on preventing accommodation being unoccupied and the further reduction of accommodation costs. In addition an implementation plan was drawn up for the harmonisation and improvement of the layout and accommodation policy for setting up new premises or carrying out far-reaching rebuilding or relocations. Financial risks Imtech has ample bank facilities at its disposal for the development of business operations, including the day-today management of working capital and the taking on of obli gations (including bank guarantees and letters of credit). Imtech does not have an official credit rating. Thanks to its strong balance sheet position and positive cash flow Imtech has a good creditworthiness and thus ample access to other public and private sources of financing. Currency exchange risks are increasingly playing a role within Imtech. Although the money streams are predominantly in euro, money streams based on the British pound, Polish zloty, the Swedish krona, the Norwegian krone and, to a lesser extent, the US dollar are occurring more and more. Depending on the exchange rate of these currencies compared with the euro the outcome can be a negative effect on the result. The exchange rate risks related to foreign participations are not hedged. The exchange rate risks arising from the purchase or sale of materials in foreign countries are hedged, as far as possible, 65

REPORT OF THE BOARD OF MANAGEMENT, RISK MANAGEMENT, HUMAN RESOURCES Integrated ships bridges Imtech, a specialist in ships bridges, has developed a special range of products for inland waterways vessels. This range, called Falconline, offers integrated total solutions for control, automation, navigation and communication. Financial liabilities related to leasing and rental contracts include the vehicle fleet and a major portion of the business premises currently in use (see page 120). Most of Imtech s employee pension schemes are placed with industrial pension funds. Imtech also operates a supplementary pension scheme for higher and middle management, which is placed with the company s own pension fund. In Germany the pension obligations are selfadministered. In all other countries the schemes are mainly defined contribution schemes. The average-wage scheme means backservice obligations related to pension schemes are limited to the indexing. by forward foreign exchange contracts. These involve an amount of several tens of millions of euro. Interest risks arising from long-term financing have been hedged by means of interest rate swaps, whereby the periods correspond. Imtech serves nearly 20,000 customers varying from large to small. This means Imtech has a very widely spread debtor risk. Even so, bank guarantees letters of credit and advance payments are used so as to reduce the individual debtor risk. Credit risk insurance is not used, apart from for a very few export transactions. In many instances use is made of credit information supplied by specialist institutions. Market risks Doing business involves risks, which are not the same for all the different Imtech activities. The cyclic nature of these markets varies, which means Imtech is less sensitive to cyclical trends than companies that concentrate on only one or a few of these markets. The combination of technologies (electrical engineering, ICT and mechanical engineering), the geographical spread and the presence in diverse markets and product/market segments make Imtech less sensitive to fluctuating market conditions. Market risks include economic, political and social risks. Imtech operates mainly in Western Europe in precisely defined markets. The related risks in terms of instability are minimal. HUMAN RESOURCES Imtech is a people business. Our employees are our most important asset. If only for this reason Imtech wants to be one of the best employers in the technical services provision market. Employee recruitment and retention are, therefore, strategic issues of the greatest importance. Personal development is a priority, as is the further development of the management structure. In 2009 the further development of many employees throughout the company was encouraged. The organisation s quality was also improved and Imtech s position as an employer was strengthened. The challenging economic conditions demanded extra efforts and perseverance from our employees and they responded generously. Imtech is becoming more and more of a family, a network of dedicated employees who create added value through their close co-operation. This offers the best possibilities for growth, both of the company and of each individual employee. A stimulating HR policy stimulation with a specific focus on the development of Imtech is an organisation with a decentralised management. the organisation, personal development, the recruitment Human Resources (HR) implements a policy of and retention of employees, management development 66

REPORT OF THE BOARD OF MANAGEMENT, HUMAN RESOURCES and leadership. HR also initiates specific projects, such as reciprocal learning experience and more and more often the broadening of project management skills. the transfer of knowledge is being given a new dimension because it is not only managers who are involved but also Broad cross-section older and experienced employees. In response to the The Imtech organisation contains a wide range of skills growing trend towards involvement in complex projects at and levels of education and training. Around 30% of the an early stage, additional attention has been paid to the employees have been educated to a university or higher recruitment of young academics, work placements and professional level, 45% to an intermediate level and 25% to trainees in the engineering field. a practical technical level. The dynamic co-operation between these groups and with co-manufacturers and the A specific focus on employees aged 40+ predominantly regular suppliers has resulted in increasingly Vitality and dedication of employees are not age-related; higher added value. To safeguard this in the future every phase of life presents its own challenges and career considerable attention was paid to the improvement of possibilities. Imtech wants to increase the attention paid (management) skills, personal knowledge development to the qualities of its employees through a broadly-based and (job) training. approach to leadership issues. Education and training in every age category and phase of life remains crucial, Imtech as an attractive employer particularly in the light of the high average length of Focusing on the recruitment and selection of qualified service. This is especially applicable for employees aged 40 technical staff remains a top priority. The more abundant and over. Indeed, based on a European pensionable age of offering on the labour market improved the quality of the 65 to 67 years, an employee in this age group still has an recruitment. The Imtech brand has become more attractive, entire career ahead of him or her. This Imtech approach is in part thanks to intensive communication campaigns. For unique in the industry branch. the first time Imtech recruitment spots were shown on TV, which considerably strengthened the pulling effect. Leadership as a key to success When it came to promotions, if several candidates were Leadership that promotes co-operation and team-building equally suitable preference was always given to Imtech s is the key to the optimum involvement and personal own staff. The development potential of Imtech s own growth of employees. Imtech expects its managers, at people has priority. every level, to know, respond to and make full use of the qualities and challenges of all their employees. Investing in the recruitment of young potential The average age of employees in the technical services Employee involvement and satisfaction provision branch is rising. This trend is reflected in the The structural measurement of employee involvement steadily rising average age of Imtech s workforce, so it and satisfaction provides valuable information for is vital that we continue safeguarding the inflow of improving employee satisfaction. Employee satisfaction young talent at every level. This is the reason behind the surveys are carried out in all Imtech companies on a regular extra investments, for example in special development basis both to obtain feedback regarding the policy that is and recruitment programmes such as Young Imtech being followed and to provide the management with an (an involvement programme for young employees), the objective picture of the employees views and concerns. Imtech Young Capital Programme (an annual programme These instruments make an organisation transparent and for young professionals that focuses on providing a broad receptive to change. The HR policy is understandable and insight into the entire Imtech organisation, leadership measurable. Improvements are introduced on the basis of competencies and personal development), and Jump, benchmarking and the best practice philosophy. Step and Move (specific German programmes for starters, first-step takers and technicians with relevant A focus on the changing role of project managers work experience). These programmes are proving Project management programmes have been carried out successful both internally and externally. For example, in every division. The quality of project management is of 430 trainees are currently working within Imtech in overriding importance for result generation and Germany and there are over 100 Imtech apprentices in the improvement in the future. Imtech is becoming involved UK. Mentoring and coaching young talent creates a fruitful in large, complex, and often also international, projects 67

REPORT OF THE BOARD OF MANAGEMENT, HUMAN RESOURCES more and more often. Internal co-operation and co-ordination are vital. Project managers must not only possess organisational and technical qualities, they must also have legal, social, cultural, psychological and environmental capabilities. This is why an international project management training programme has been set up under the name Imtech PM Flagship Course. The objective is to ensure the availability of professional, future-oriented project management at various levels. The levels for which employees can qualify dovetail with the international IPMA standard (International Project Management Association). Although the programme is co-ordinated centrally the project management training courses are decentralised and tuned to the local situation. This is not only in line with Imtech s structure, it also enables larger numbers of employees to participate at the same time. Management development A comparable approach has been taken to management development programmes. The quality is monitored and co-ordinated centrally, but the programmes are carried out decentrally per division. This reduces the costs and the organisation is more efficient. Corporate management programmes are organised for a select group of high potentials. Agreements have also been signed with renowned international management institutes for the further development of the top management. International HR co-operation The agenda and priorities of the HR departments are discussed during a regular international HR meeting. Within the framework of the corporate HR agenda key Technological upgrading of the Staten Island Ferry s navigation In New York Imtech was responsible for the technological upgrading of the navigation system on board eight of the Staten Island Ferry s passenger ships which between them carry 20 million passengers a year. themes are specified and worked out in more detail for each division. The objective is to increase the impact and effectiveness of the European HR departments and create more cohesion and clarity. This makes an exchange of experiences and a best practice approach possible. HR principles Imtech has formulated eight HR principles: mutual trust: expressed through integrity, respect and reliability; personal development: the personal growth of employees leads to the growth of the company; leadership: constant improvement and development of management positions, focused concentration on leadership qualities and performance; the right people in the right place: continuous growth and development fitting for the employee s stage of life and complementary to the needs of the company; employment conditions: Imtech s salary scales are competitive and aimed at personal performance and development; work safety: health, safety and welfare are core issues for every employee in every function and in every working situation; a balance between work and leisure: by seeking more flexible working arrangements, such as working from home when possible and a balance between work and leisure (or caring tasks); Corporate Social Responsibility (CSR) (see page 70). These HR principles are embraced throughout Imtech. They have been worked out in more detail per division, so they are identifiable for employees within the regional or local situation. Management style, training programmes, conducting business in a socially responsible and healthy way have in this way been given the top priority in policy formation. More attention has also been paid to the balance between work and leisure, and the possibilities for a certain degree of working from home depending on the job requirements and relationship with other employees are growing. A clear (top) management structure The international top group of managers is clustered in the Imtech Eurotop. Clear agreements on certain criteria, including an unequivocal approach to salaries and employee benefits, have strengthened the company s international character. A derivative approach for the 68

REPORT OF THE BOARD OF MANAGEMENT, HUMAN RESOURCES composition of the divisional management was also implemented and management meetings organised. This has created more cohesion and co-operation despite the decentralised character of the organisation. Exchange of knowledge Internal co-operation and synergy can increase the knowledge and expertise available within Imtech. Co-operation leads to further growth and the grasping of commercial opportunities. In addition to management meetings and management development programmes, targeted meetings were organised to bring about exchange of knowledge, to achieve better performances, to make better use of technical expertise and to improve the service to international customers. Imtech has an active knowledge management policy with numerous co-operation websites in the form of specific Imtech wikis and knowledge gateways. European Works Council The number of items on the European Works Council agenda rose. The topics discussed were the financial information, strategy, management development, QHSE and the accident frequency per country. These discussions have led to targeted actions per division. The existing good co-operation with the Central Works Council (CWC) was continued. The CWC was involved in acquisitions, financial reports and appointments. Each division has its own autonomous representative consultation bodies. The form the participation of these bodies takes is based on local legislation. During the consultation meetings with the representative bodies the discussions, which may be initiated by both the employer and the employees, cover topics that are of importance for Imtech energy programme for employees ICARUS is an internal Imtech programme aimed at increasing energy awareness and savings. The programme involves measuring energy use, providing tips for energy savings, a website, virtual networks and recording the savings and actively communicating them throughout the company. the proper functioning of the company. Mutual respect for each other s point of view and way of thinking is the hallmark of the Imtech approach. The Board of Management and the divisional managers thank the representative bodies for the constructive manner in which the representative consultation was carried out. HRM indicators and target values Employee inflow was 12.0% and outflow was 12.5%. As a result of the economic crisis these percentages were significantly lower than in previous years. Profit before taxes per FTE improved still further. The average salary costs per FTE rose to 44,800 euro. Flexibility remained virtually the same with a slight rise in the percentage of employees in the 30-45 age group. The average length of service per employee was 9.6 years. Average sick leave per employee remained stable at 3.7%. Imtech HRM indicators and target values 2007 2009 Category Indicator 2009 2008 2007 General Number of employees as at 31 December 22,955 22,510 18,231 Inflow percentage (excluding acquisitions) 12.0 21.0 16.6 Outflow percentage 12.5 15.7 15.0 Productivity Profit before taxes per FTE (in thousands of euro) 7.6 7.1 7.3 Efficiency Salary costs per FTE (in thousands of euro) 44.8 40.5 46.6 Training costs (as a % of salary costs) 2.3 1.6 2.2 Flexibility Average age 41 43 39 Number of employees aged 30-45 (%) 42.4 42.2 43.5 Average years employed by the company per employee 9.6 9.9 9.6 Professionally Average sick leave per employee (%) 3.7 3.7 4.0 69

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY CORPORATE SOCIAL RESPONSIBILITY Over the past three years Imtech has developed into a company that has become very adept at fulfilling its Corporate Social Responsibility (CSR). Both through its involvement in the achievement of a sustainable society and in respect of implementing an active CSR policy that includes corporate citizenship. Imtech is at the leading edge of CSR in the technical services provision branch. Definition and ambition Imtech defines CSR as the proactive meeting of society s demands and stakeholders (implicit) expectations regarding social and ecological issues. Imtech wishes to exceed the legally stipulated obligations. Imtech has developed a pragmatic vision of how its own primary business activities can contribute towards sustainable development. Contributing towards a sustainable society By using innovative technology solutions Imtech s core business enables the company to contribute towards solving social issues. Imtech is, therefore, involved in numerous projects with the focus on energy & environment: green technology in green buildings, green data centres, green ships, green airports, etc., with integrated solutions in the field of energy saving; the sustainable exploitation of energy sources, bioenergy and sustainable alternative energy; lower emissions of harmful (greenhouse) gases especially in industry and shipping; Green revitalisation of Deutsche Bank s head office in Frankfurt Imtech carried out the green technological revitalisation of two 150-metre-high office towers for the Deutsche Bank in Frankfurt. The result of the totally new green technical infrastructure: 55% energy savings on electricity, 89% less CO 2 emissions and 74% less water consumption. reduced emissions of fine particles by road traffic through intelligent mobility solutions and high-tech traffic measures; the achievement of clean water and the prevention of water pollution through the technical equipping and maintenance of (waste) water plants and (waste) water treatment centres. The extent of the activities in the field of energy & environment in 2009 amounted to 25% of Imtech s total revenue. Examples of CSR projects in 2009 Imtech carried out hundreds of energy & environment projects. The following is just a sample. Energy and green technology the green revitalising of the Deutsche Bank s head office in Frankfurt; the green technology in the stadium for the 2012 Olympic Games in London; numerous sustainable technical solutions on board Greenpeace s new flagship the Rainbow Warrior III ; energy management and energy contracting (contracts worth 420 million euro) for 10 to 15 years for Germany s National Security Service, Caterpillar, Infineon and Vodafone; the technology for providing energy through a combined heat & power plant and concrete activation at the University of East Anglia in England; energy plants based on innovative combined heat & power at Dublin Airport and in the Amsterdam Medical Centre; innovative BES field ground ventilation (boreholesenergy-storage: heat and cooling in layers deep under the earth s surface) in the Runwell education project in Essex; innovative energy plants in Stade in Germany and the Eemshaven in the Netherlands; 70

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY the green sustainable renovation of BNP Paribas Fortis head office in Brussels; energy technology for the production of 34 million m2 Green business vehicle fleet In 2009 Imtech s total Dutch leased vehicle fleet ran on environment-saving fuel, which saved 400,000 litres of fuel and prevented almost 1 million kilos of harmful CO 2 emissions. This initiative will be followed up in other Imtech countries. of biogas and biomethanol in the biodiesel factory in the Valdemingómez Technological Park in Madrid; green technology in the Dutch Army s headquarters in Utrecht; the generation of solar energy in two solar energy plants in Palma de Rio and a third in Badajoz in Spain; green data centres for financial institutions, telecom providers, supermarkets and payment and digital storage centres, for example ING, Rabobank, BT and Lidl; the climate technology in the sustainable ecology Stockholm Waterfront project. Environment the reduction of air pollution at dozens of Dwr Cymru Welsh Water s water treatment plants; the technical infrastructure in virtually all the German automotive industry s new energy testing and R&D centres aimed at developing energy-efficient and environmentally-friendly cars; innovative (diesel)electric propulsion that will lead to significantly reduced fuel consumption and environmentally-harmful CO 2 and No x emissions on ships. Fine particles the technical maintenance and management of 2,500 devices under the Dutch road network that are components of the traffic management system as well as of various high-tech traffic management centres in the Netherlands; the reduction of fine particles thanks to high-tech traffic infrastructure on all the motorways in eastern England; technology partner in the Keeping London Moving programme with maintenance of 42% of London s total traffic infrastructure; maintenance and management of the NRTS project (National Road Telecommunications Services) to which all the Highways Agency s traffic systems are linked to ensure optimum traffic flow and reduced fine particles. Clean water innovative technology for slurry dehydration in various waste water and sewage treatment plants; various clean waste water projects for Dwr Cymru Welsh Water and Anglian Water Services in the UK; Anglian Water Services gave Imtech the responsibility for the technical infrastructure for the Wing Project a new water treatment centre that supplies clean water to around one million people in East Anglia. A link in the chain Imtech seeks a balance between technology and ecology and between economy and standards and values. Imtech s CSR cannot be restricted to its own company because Imtech is a link in chains that sometimes stretch around the world. Co-operation and consultation are, therefore, essential for the achievement of CSR goals. This applies not only to the co-operation with customers but also with co-manufacturers, suppliers and Imtech s own general and technical services providers. Imtech participates in CDP principles In the coming years Imtech will focus on transparent reporting in the form of quantifiable and verifiable data. In this context, in 2009 Imtech participated for the first time in the CDP (Carbon Disclosure Project) an international survey of the measurable amount of CO 2 emissions and their reduction among 3,000 stock exchange listed companies. 71

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY CSR criteria Imtech s CSR initiatives must fulfil the following criteria: be related to Imtech s primary business; contain a binding factor that is recognisable throughout the organisation; have a good balance between short and long-term results; create awareness at all levels within the organisation; can be achieved via a combination of top-down and bottom-up commitment; generate sufficient exposure and communication possibilities. Business Principles and HR principles In the Imtech Business Principles (see www.imtech.eu) and the Imtech HR Principles (see page 68) Imtech sets out its view that Corporate Social Responsibility, transparency and integrity are intrinsic to the functioning of Imtech and are applicable to all Imtech employees. CSR projects in 2009 Imtech worked on the following CSR projects aimed at making the company s primary business activities more sustainable. Carbon footprint measurement The first step in the development of quantifiable CSR data is the development of an Imtech tool with which to measure the company s own carbon footprint in global hectares (gha). This is the amount of biologically productive land and sea needed for one year to regenerate the resources consumed by Imtech s primary processes and Corporate citizenship: The Ubuntu Company The Ubuntu Company in South Africa makes design slippers from discarded car tyres. Imtech helped by offering advice regarding the relationship between technology and the work of employees and the introduction of a machine to cut the soles out of the car tyres. absorb and render harmless the waste from these processes. The measuring method complies with the ISO 14064 standard. It relates to the emission of greenhouse gases resulting from the energy and water consumption of offices, business trips and the commuting of employees. This method has been tested in several countries. In 2010 Imtech is in a position to report these data in a reliable and consistent manner for its entire organisation. Internal discussions will then be started regarding how we can achieve a further reduction in greenhouse gas emissions. Chain responsibility As a CSR-aware company Imtech has its own CSR Code of Supply, which has been signed not only by Imtech but also by many of its co-manufacturers, suppliers and own general and technical services suppliers. The core of this code is reciprocal innovation, co-operation and creativity and the agreement to measure the carbon footprint and formulate goals, and an action plan, for reducing the carbon footprint. It is also agreed that project waste will be limited as far as possible and any waste that cannot be avoided will be disposed of in an environmentally-aware manner. The use of as many environmentally-aware products is also a target. Sustainable best practices are exchanged and compliance in the field of HSE is permitted. The co-operation in the CSR field is evaluated on a regular basis in order to seek out new ways to improve sustainability performance. Imtech has signed this code with around 50 companies in Europe and, in the near future, wants to increase this number to include all the major partners in the chain. Managing waste streams and green energy in offices Imtech does everything possible to separate and recycle waste in order to create new raw materials and works with reputable waste services providers. The resulting understanding of the data related to waste has helped in the drawing up of a waste policy. In total 10 million kwh of sustainable energy is generated by the incineration of residual waste each year and used as green electricity for Imtech s offices in the Netherlands. Information about this sustainable solution has been communicated throughout the organisation. Green vehicle fleet In 2009 Imtech s total Dutch fleet of leased vehicles ran on environment-saving fuel. Which meant Imtech reduced fuel consumption by 400,000 litres and prevented almost 72

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY 1 million kilos of harmful CO 2 emissions. This initiative was, on a limited scale, followed up in other Imtech countries. The freedom of choice in the leased vehicle fleet was restricted to green cars. In addition, the policy of limiting travel within Imtech and increasing communication via other methods was implemented. To this end various office video conference rooms were set up. Corporate Citizenship: Shared Success in Developing Countries For Imtech Corporate Citizenship means a corporate strategy in which the Company s own employees are deployed to carry out CSR projects in Third-World countries. Imtech has made a considered choice of South Africa because of its existing networks in the country (around 200 employees with the relevant back-office facilities in our ten marine service points) and the absence of a language barrier. Via South African non-profit organisations, Imtech wants to help local enterprises and communities achieve further development and improved welfare with the help of technological solutions in the core areas of energy, environment and water. This approach is called Shared Success in Developing Countries (SSDC) a reference to Imtech s corporate slogan. The cost of this policy is around 1 million euro per annum. In 2009 over 30 Imtech employees were directly involved with this policy. Imtech s CSR community now comprises 450 employees. Within a few years this number must rise to 1,000. Slippers promote the environment, welfare and children s projects in South Africa The Ubuntu Company, an initiative of Delft University of Technology in the Netherlands and the KidsRights foundation, manufactured trendy design slippers for the European market. Sales of these slippers reached 25,000 in the first year of production and expectations for future sales are high. The slippers are made in a factory in Durban by around 75 formerly homeless people from the townships. They are made out of discarded car tyres that formerly were dumped in the countryside. The flip-flops are a source of income for nearly 1,000 people, such as suppliers to and family members of the employees. The profit is used for incentive projects for South African children. In the past this initiative received an Imtech Grant from the UfD Imtech fund from Delft University of Technology. Imtech advised The Ubuntu Company regarding the best relationship between the technologies used and the efforts of the employees. The goal is optimum efficiency and maximum job opportunities. Imtech also provided advice regarding the possibilities of introducing a machine to cut out the soles in such a way that every slipper has a recognisable, unique footprint. The advice on both these aspects could significantly improve The Ubuntu Company s future prospects. Energy awareness and savings in South Africa Because energy costs are subsidised substantially by the South African government energy awareness is low. And as energy costs are rising by at least 25% a year this is causing major problems, especially for residents in the townships. At the same time, increased prosperity is bringing about a dramatic rise in energy consumption, the result of which is frequent power cuts. Energy awareness and energy savings are essential if the energy supply is to remain guaranteed and affordable. Imtech, in co-operation with the NOVA foundation, which is supported by the Dutch development organisation ICCO, started a unique initiative to stimulate energy awareness in South Africa. The energy consumption of a great many households was metered and ways to achieve savings were recommended. The goal is to roll out this model on a large scale. As a result of Imtech s advice energy coaches were appointed and informative meetings were held. Co-operation with local manufacturers of energy-saving equipment, such as solar water heaters and energyefficient refrigerators, was also intensified. Stockholm Waterfront eco project In Sweden Imtech is involved in the sustainable Stockholm Waterfront project an ecological top project that includes a wide range of innovative energy solutions and extremely low CO 2 emissions, in part thanks to ice cooling. 73

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY Carbon Credits from South Africa: compensation for greenhouse gas emissions Carbon Credits are certificated and tradable emission rights the revenue of which is used to promote welfare and sustainability projects for the local populace in developing countries. As a spin-off from the SSDC project mentioned above, the possibilities for the acquisition of certificated and tradable Carbon Credits have been inventoried and the possibility of generating these Carbon Credits via the energy-awareness and saving project has been investigated. In 2010 a framework agreement to use Carbon Credits as compensation for the emission of greenhouse gases in various pilot projects in co-operation with CSR-aware customers will be drawn up between Imtech, the Nova foundation and ICCO. This approach is unique in Europe. Imtech takes responsibility for the environment Imtech s marine office in Rotterdam is on the site of a former gas factory. The polluting production activities carried out by this factory for 50 years left the soil very contaminated. In fact, substantial pollution was discovered six metres under the surface. Measurements showed that these oils containing CFCs could come into contact with underground water. To prevent this an environmental survey was carried out by Imtech s Arbodienst, the municipal authorities and various environmental organisations. It was decided to excavate the contaminated soil down to eight metres, and remove the source. The soil was then decontaminated. The total cost of the operation was approximately 1 million euro, approximately half of which was subsidised by the municipal and provincial authorities. ICARUS: making employees energy-aware Another spin-off from the SSDC project was the ICARUS project an Imtech-wide energy-awareness programme for Imtech employees in Europe. The energy consumption of 200 employees was metered using the same method as in South Africa. The project had several phases: metering the consumption, metering the effects of energy awareness, offering tips for energy savings, bringing the employees together in networks, setting up a website, recording the results and communicating these results internally. In the light of the interest shown by Housing Associations and other non-profit organisations it has been decided to instigate a study into an external version of this programme. Office-WISE: pilot for energy-neutral Imtech offices An initiative aimed at making a number of Imtech office buildings, including the head office, energy-efficient has been started under the name Office-WISE. The project involves three lines of approach: metering the energy consumption and increasing energy awareness, implementing energy-saving measures, and using the Carbon Credits received via the framework agreement between Imtech, the Nova foundation and ICCO to make these office buildings energy-neutral. This initiative is promoting energy-efficient operation within Imtech. ISO 14001 certification Imtech has been awarded ISO 14001 certification in a number of countries including the UK, Spain and the Nordic region. Certification of several other Imtech countries will follow in the coming years. Icos Cleantech Fund I: early involvement with the latest sustainable technology Imtech, along with CSM, Farm Frites and Icos Capital, is a participant in the Icos Cleantech Fund I. This is a fund in which technology experts, entrepreneurs and scientists work together with the objective of bringing promising technologies to development. The focus is on energy, waste and food. Imtech is participating with an amount of up to 2 million euro. Participation in this fund enables Green technology for the Dutch Army s headquarters Imtech is responsible for all the green technology and hightech security in the Dutch Army s new headquarters in Utrecht including heat and cold storage, low-energy air and climate technology and a sustainable sewerage system. 74

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY Corporate citizenship: energy saving in South Africa In co-operation with the South African NOVA foundation Imtech started an initiative to stimulate energy-awareness in South Africa: the energy consumption of households was measured and tips for saving energy were given. The goal is to roll out this model on a larger scale. Imtech to be involved with innovative sustainable technology at an early stage. Icos Cleantech Fund I is supported by the Dutch Ministry of Economic Affairs. The Fund assesses nearly 300 ideas each year and the most promising are financed, in 2009 for example: Ensartech, which transforms heavily contaminated residual waste into energy and clean materials; BiAqua, unique water purification technology that removes contaminants, including arsenic, from water and also helps prevent the growth of the legionella bacteria. Green Office 2015 The innovative, sustainable Green Office 2015 concept that was launched in 2008 was developed further. Green Office is an innovative vision whereby inner-city areas, criss-crossed by infrastructure, are elevated to multifunctional areas in which living, working and recreation are interwoven in a sustainable way. Derivative projects were discussed with various Dutch municipalities and with Amsterdam Schiphol Airport. Green Imtech office Imtech has made a start on its own trendsetting sustainable office in Eindhoven that will serve as an example in the field of energy use, CO 2 emissions and environmental burden. It will be a building with a hightech intelligent outer skin that has an extremely beneficial influence on the energy and temperature performance. Technological innovations, such as integrated climate ceilings, cold and heat storage, the use of residual heat, decentralised power generation, energy-efficient LED lighting and an interior based on the cradle-to-cradle principle will be incorporated. The office will be ready in 2010. QHSE: Quality, Health, Safety and Environment All the Imtech companies meet the highest QHSE standards, are certificated on the basis of the relevant ISO quality standards, have all the necessary safety certification and also have extra certification for specific projects. QHSE is guaranteed by a management system that is regularly checked and optimised. The QHSE performance of partners and suppliers is expected to be at least comparable to that of Imtech. Imtech s policy focuses on continuous process improvement and a better and better HSE performance. Imtech goes far further than the legal obligations. The improvement targets can be measured using numerous audits and customer evaluations. Organisation QHSE is a regular agenda item for the Imtech Executive Council, the highest international management level. There is also an Imtech HSE Policy Group that develops corporate QHSE policy, initiates the improvement of QHSE performance, organises special campaigns and investigates individual companies and customers. There are regular, scheduled consultation meetings between the operational management and special QHSE staff. The HR staff and the Imtech Arbodienst take part in this consultation. QHSE is also a regular item on the Works Councils agenda. Professional QHSE project management QHSE is fully anchored at a project level. Health & Safety plans are drawn up for every project and Imtech also carries out pre-job HSE risk analyses and specific work site investigations. In addition to scheduled meetings between project management and the staff there are also regular toolbox meetings, special QHSE meetings at the work site, and company-wide QHSE information campaigns. There is also an instrument for Last Minute Risk Analysis at the work site. Zero target and learning from any incident The ultimate target is zero accidents. Any accident is recorded in the Imtech Accident Book. Incidents are also investigated by the Arbodienst and/or QHSE staff. If necessary structural measures are taken to remove the danger at source. Any policy changes are co-ordinated by 75

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE SOCIAL RESPONSIBILITY Green technology for the Rainbow Warrior III Rainbow Warrior III, Greenpeace s new, 58-metre-long, sustainable flagship, is full of Imtech s green technology including energy-efficient electrical propulsion, sustainable platform automation and a smart energy distribution system. the Imtech HSE Policy Group. Serious accidents are reported to the authorities and/or Labour Inspectorate. Trends are also analysed based on Accident Book records and accident index figures are collected. Imtech Arbodienst: gateway for HSE success Imtech s own, certificated Arbodienst guarantees expert, practical and policy-oriented guidance and (medical) advice. Imtech Arbodienst advises in the areas of company health care, sick leave and reintegration, occupational safety, occupational and organisational skills and environmental issues. Specific investigations to measure the degree to which Imtech s employees are exposed to occupational risks are carried out and contribute towards limiting and preventing such risks. Safetecq : optimum conditions for HSE Continuous attention is paid to safety awareness in relation to Imtech s HSE principles via the internal, and partly external, European Safetecq campaign. This communication campaign comprises posters, an interactive CD, a website, leaflets and toolbox meetings. In the context of the best practice policy on which Safetecq is based, in 2009 the Safetecq Cup was awarded for the first time for the best safety idea. Actions for 2010 The successful CSR policy will be continued and expanded. The policy will be aimed at the further quantification of CSR performance not only by Imtech itself but also by its co-manufacturers, suppliers and facilitating partners. Within this context a carbon footprint measurement will take place. Expanding the international internal CSR community will also be taken in hand. The successful SSDC project, including spin-offs, will be continued. An international steering group has been appointed to ensure the further implementation of existing and new CSR activities. Active care for the environment Active care for the environment is a basis of Imtech s HSE policy. Imtech understands care for the environment to be the prevention of air, water and soil contamination, noise nuisance and other nuisance such as the undesirable emission of gases. Environmental demands are standard criteria when developing and executing services and products. The environmental policy is safeguarded through external audits, is certificated and meets all legal environmental demands. At project sites environmentally harmful materials are always removed in accordance with statutory regulations. To prevent undesirable emissions staff are specially trained and certificated. The small quantity of waste generated at the office sites is separated, collected, removed and the administration kept in accordance with the regulations. 76

REPORT OF THE BOARD OF MANAGEMENT, CORPORATE GOVERNANCE DECLARATION, MANAGEMENT DECLARATIONS CORPORATE GOVERNANCE DECLARATION This declaration is included pursuant to Article 2a of the Decree: further stipulations regarding the content of annual reports dated 1 April 2009 (hereafter 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 repertitions of these statements: Compliance with the provisions and best practice principles of the Code (page 19 Code Accountability ); The most important characteristics of the management and control systems inconnection with the Group s financial reporting process (pages 62 and 63 Internal Control ); The functioning of the Shareholders Meeting and its primary authorities and the rights of shareholders and how they can be exercised (page 18 Shareholders Meeting ); The composition and functioning of the Board of Management (starting on page 13 Management Development, Functioning, Remuneration policy and Remuneration of the Board of Management, as well as the inside front cover); The composition and functioning of the Supervisory Board and its Committees (page 15 Composition of the Supervisory Board Committees, Profile, Own Functioning, as well as the inside front cover); The regulations regarding the appointment and replacement of members of the Board of Management and Supervisory Board (page 17 Appointment and Remuneration ); The regulations related to amendment of the Company s Articles of Association (page 18 Shareholders Meeting, 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 16 Board of Management, penultimate paragraph); The change of control stipulations in major contracts (page 18 Option and share scheme, purchase of shares, page 37 Financing the growth and page 63 Operating risks ); The transactions with related parties (page 120 Related parties ). MANAGEMENT DECLARATIONS The financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of 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 financial year of Imtech N.V. and the associated companies for which the financial information is recognised in its financial statements. The important risks with which Imtech N.V. is confronted are described in the annual report. Gouda, 15 February 2010 Board of Management R.J.A. van der Bruggen, Chairman B.R.I.M. Gerner, CFO 77

CONSOLIDATED PROFIT AND LOSS ACCOUNT In thousands of euro 2009 2008 1, 3 Revenue 4,323,252 3,859,443 Raw and auxiliary materials and trade goods 1,498,443 1,384,467 Work by third parties and other external expenses 1,010,696 878,577 4 Personnel expenses 1,232,841 1,071,207 9 Depreciation of property, plant and equipment 30,810 29,298 10 Amortisation of intangible assets 20,756 10,385 10 Impairment of intangible assets 2,188 3,000 5 Other expenses 314,576 298,705 Total operating expenses 4,110,310 3,675,639 Result from operating activities 212,942 183,804 Finance income 13,313 21,999 Finance expenses (55,422) (51,271) 6 Net finance result (42,109) (29,272) 11 Share in results of associates, joint ventures and other investments 226 190 Profit before income tax 171,059 154,722 7 Income tax expense (44,004) (41,183) Profit for the period 127,055 113,539 Attributable to: Shareholders of Imtech N.V. (net profit) 126,215 113,341 Minority interest 840 198 Profit for the period 127,055 113,539 19 Basic earnings per share (euro) 1.62 1.46 19 Diluted earnings per share (euro) 1.61 1.46 19 Basic earnings per share (euro)* 1.92 1.64 19 Diluted earnings per share (euro)* 1.91 1.63 * Before amortisation and impairment of intangible assets. 78

CONSOLIDATED STATEMENT OF RECOGNISED AND UNRECOGNISED INCOME AND EXPENSES In thousands of euro 2009 2008 Profit for the period 127,055 113,539 Attributable to shareholders of Imtech N.V.: Foreign currency translation differences (before income tax) 28,687 (38,272) Effective portion of changes in the fair value of cash flow hedges (before income tax) (20,290) (2,891) Income tax on foreign currency translation differences (5,948) 4,652 Income tax on the effective portion of the changes in the fair value of cash flow hedges 6,174 283 8,623 (36,228) Attributable to minority interest: Foreign currency translation differences 15 22 Unrecognised income and expenses for the period after income tax 8,638 (36,206) 18 Total recognised and unrecognised income and expenses for the period 135,693 77,333 Attributable to: Shareholders of Imtech N.V. 134,838 77,113 Minority interest 855 220 Total recognised and unrecognised income and expenses for the period 135,693 77,333 79

CONSOLIDATED BALANCE SHEET In thousands of euro 31 December 2009 31 December 2008 Assets 9 Property, plant and equipment 142,051 132,215 10 Intangible assets 763,738 697,170 11 Investments in associated companies and joint ventures 3,158 3,196 12 Long-term receivables 15,367 22,651 13 Deferred tax assets 19,419 19,945 Total non-current assets 943,733 875,177 14 Inventories 77,658 82,653 15 Due from customers 480,697 420,234 16 Trade and other receivables 965,093 987,594 8 Income tax receivables 7,242 5,891 17 Cash and cash equivalents 109,407 101,765 Total current assets 1,640,097 1,598,137 Total assets 2,583,830 2,473,314 Shareholders equity Share capital 65,670 64,528 Share premium reserve 34,978 36,120 Other reserves 271,190 181,946 Unappropriated profit 126,215 113,341 18 Shareholders equity attributable to shareholders of Imtech N.V. 498,053 395,935 Minority interest 3,075 3,260 Total shareholders equity 501,128 399,195 Liabilities 20 Loans and borrowings 370,131 367,822 21 Employee benefits 144,484 146,562 22 Provisions 3,735 4,368 13 Deferred tax liabilities 40,844 32,893 Total non-current liabilities 559,194 551,645 17 Bank overdrafts 167,749 178,694 20 Loans and borrowings 10,614 11,376 15 Due to customers 326,799 323,118 23 Trade and other payables 965,120 964,628 8 Income tax payables 41,307 28,189 22 Provisions 11,919 16,469 Total current liabilities 1,523,508 1,522,474 Total liabilities 2,082,702 2,074,119 Total shareholders equity and liabilities 2,583,830 2,473,314 80

consolidated summary of changes in shareholders equity Attributable to shareholders of Imtech N.V. Share Total share- Share premium- Translation Hedging Reserve for Retained Unappropri- Minority holders capital reserve reserve reserve own shares earnings ated result Total interest equity As at 1 January 2008 64,528 36,120 (8,255) (605) (35,208) 218,181 91,930 366,691 3,411 370,102 Total recognised and unrecognised income and expenses (33,620) (2,608) 113,341 77,113 220 77,333 Appropriation of result 55,680 (55,680) Dividends to shareholders (36,250) (36,250) (1,008) (37,258) Repurchase of own shares (16,506) (16,506) (16,506) Share options exercised 3,398 (896) 2,502 2,502 Share-based payments 2,385 2,385 2,385 Acquisition of minority interests 637 637 As at 31 December 2008 64,528 36,120 (41,875) (3,213) (48,316) 275,350 113,341 395,935 3,260 399,195 Attributable to shareholders of Imtech N.V. Share Total share- Share premium- Translation Hedging Reserve for Retained Unappropri- Minority holders capital reserve reserve reserve own shares earnings ated result Total interest equity As at 1 January 2009 64,528 36,120 (41,875) (3,213) (48,316) 275,350 113,341 395,935 3,260 399,195 Total recognised and unrecognised income and expenses 22,739 (14,116) 126,215 134,838 855 135,693 Appropriation of result 85,014 (85,014) Dividends to shareholders 1,142 (1,142) (28,327) (28,327) (911) (29,238) Repurchase of own shares (12,924) (12,924) (12,924) Share options exercised 5,504 (528) 4,976 4,976 Share-based payments 3,555 3,555 3,555 Acquisition of minority interests (129) (129) As at 31 December 2009 65,670 34,978 (19,136) (17,329) (55,736) 363,391 126,215 498,053 3,075 501,128 81

CONSOLIDATED CASH FLOW STATEMENT In thousands of euro 2009 2008 Cash flow from operating activities Result from operating activities 212,942 183,804 Adjustments for: 9 Depreciation of property, plant and equipment 30,810 29,298 10 Amortisation and impairment of intangible assets 22,944 13,385 Result on disposal of non-current assets 168 (341) 4 Share-based payments 3,555 2,385 Operating cash flow before changes in working capital and provisions 270,419 228,531 Change in inventories 5,695 (10,424) Change in amounts due to/from customers (67,743) (43,673) Change in trade and other receivables 43,789 (93,547) Change in trade and other payables (18,061) 37,424 Change in provisions and employee benefits (15,132) 1,814 (51,452) (108,406) Cash flow from operating activities 218,967 120,125 Interest paid (37,932) (26,250) Income tax paid (31,008) (46,241) Net cash flow from operating activities 150,027 47,634 Cash flow from investing activities Proceeds from the sale of property, plant and equipment and other non-current assets 5,245 3,468 Interest received 3,203 3,089 Dividends received 1,818 1,080 Proceeds from the sale of subsidiaries, net of cash disposed of (4) 79 2 Acquisition of subsidiaries, net of cash acquired (39,530) (293,010) 2 Acquisition of minority interests (284) (3,734) Acquisition of property, plant and equipment (41,251) (39,248) 10 Acquisition of intangible assets (19,320) (8,501) Acquisition of associated companies and joint ventures (1,012) (168) Issue less repayment of long-term receivables (644) 388 Net cash flow from investing activities (91,779) (336,557) Cash flow from financing activities 18 Proceeds from the exercise of share options 4,976 2,502 18 Repurchase of own shares (12,924) (16,506) Proceeds from loans and borrowings 4,404 231,787 Repayment of loans and borrowings (12,901) (6,629) Payments of finance lease liabilities (1,834) (3,462) 18 Dividend paid (29,238) (37,258) Net cash flow from financing activities (47,517) 170,434 Net decrease/increase of cash, cash equivalents and bank overdrafts 10,731 (118,489) Cash, cash equivalents and bank overdrafts on 1 January (76,929) 49,462 Effect of exchange rate differences on cash, cash equivalents and bank overdrafts 7,856 (7,902) Cash, cash equivalents and bank overdrafts on 31 December (58,342) (76,929) 82

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS In thousands of euro unless indicated otherwise I M P O R TA N T A C C O U N T I N G P O L I C I E S F O R FINANCIAL REPORTING Imtech N.V. ( the Company ) has its corporate seat in Rotterdam, the Netherlands. The Company s consolidated financial statements for the 2009 financial year include the accounts of Imtech N.V. and its subsidiary companies (together referred to as the Group ). Article 402, Book 2 of the Dutch Civil Code is applied. The financial statements were prepared by the Board of Management on 15 February 2010. (a) Statement of compliance The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the European Union (EU). The accounting policies set out below have been applied consistently for all the periods presented in these consolidated financial statements. The accounting policies have been applied consistently by all Group companies. (iv) Changes in the accounting policies for financial reporting As of 1 January 2009 the Group has applied the amended IFRS 2 Sharebased Payment - Vesting Conditions and Cancellations. This standard clarifies the definition of vesting conditions, introduces the concept of non-vesting conditions, requires non-vesting conditions to be reflected in grant-date fair value and provides the accounting treatment for nonvesting conditions and cancellations. The amendments have no impact on the consolidated financial statements. (b) Basis of preparation (i) Basis of valuation The financial statements have been prepared on the basis of historical cost, with the exception of derivative financial instruments, financial instruments classified as held for sale and plan assets, which are stated at their fair value. Non-current assets and disposal groups classified as held for sale are valued at the lower of carrying amount and fair value less costs to sell. (ii) Functional currency and presentation currency The financial statements are presented in euro, which is the Company s functional currency, rounded-off to the nearest thousand. (iii) The use of estimates and assumptions The preparation of financial 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 significant areas of estimation uncertainty and critical judgements regarding the application of the accounting policies that have the most significant effect on the amounts recognised in the financial statements is included in the following notes: Note 10 determination of the recoverable amount of cashgenerating units; Note 15 valuation of amounts due from / to customers; Note 21 valuation of the liability related to defined benefit plans; Note 24 - valuation of trade receivables. As of 1 January 2009 the Group s operating segments are determined and presented in accordance with IFRS 8 Operating Segments. Previously, in accordance with IAS 14 Segmented Information, a distinction was made between business and geographical segments. The segmentation required by IFRS 8 is based on the internal reporting per cluster to the Board of Management and the information published externally. The comparative segment information has been revised in conformity with the transitional provisions of IFRS 8. Because this amendment only affects presentation and information aspects there is no impact on earnings per share. An operating segment is a component of the Group that engages in business activities that can result in revenue and expenses, including revenue and expenses arising from transactions with other Group components. The operating results of an operating segment are reviewed regularly by the Board of Management for the purpose of determining the allocation of resources to the segment and evaluating the performance of the segment based on the discrete financial information. The segment results include items that are directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items comprise mainly interest-bearing loans, corporate assets, corporate expenses and income tax assets and liabilities. A segment s investment expenditure comprises the costs related to the acquisition of segment assets expected to remain in use for more than one year that have been incurred during the reporting year. The Group has applied the revised IAS 1 Presentation of Financial Statements (2007) effective as of 1 January 2009. As a result, the Group has presented all shareholders changes in equity related to shareholders, in their capacity as shareholders, in the consolidated summary of changes in shareholders equity, and has presented all changes in shareholders equity that are not related to shareholders in their capacity as shareholders in the consolidated statement of recognised and unrecognised income and expenses. This amendment has no impact on the comparable information. 83

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS With regard to borrowing costs related to qualifying assets for which the capitalisation of borrowing costs commences on or after 1 January 2009, the Group capitalises the borrowing costs that are attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset. This is mainly applicable for certain work in progress for third parties. Previously the Group recognised all borrowing costs immediately as an expense. In accordance with the transitional provisions of IAS 23 Borrowing Costs the comparative figures have not been adjusted. The amendment has no material impact on the assets, profit or earnings per share. (c) Basis of consolidation (i) Subsidiaries Subsidiaries are entities controlled by the Company. Control exists when the Company has the power to, directly or indirectly, govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account. The financial statements of subsidiaries are included in the consolidated financial 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. (ii) Associates Associates are those entities in which the Group has a significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group s share of the total recognised gains and losses of associates on an equity accounting basis, from the date that significant influence commences until the date that significant influence ceases. When the Group s share of the losses exceeds its interest in an associate, the Group s 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. (iii) Joint ventures Joint ventures are those entities over whose activities the Group, together with other parties, has control established by contractual agreement. The consolidated financial statements include the Group s 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. (iv) 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 financial statements. Unrealised gains from transactions with associates and jointly controlled entities are eliminated to the extent of the Group s 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 euro 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 euro at the exchange rate prevailing on that date. Foreign exchange differences arising on translation are recognised in the profit and loss account, except for differences arising on the re-translation of held-for-sale equity instruments or a financial liability designated as a hedge of the net investment in a foreign operation or qualifying cash flow hedges. 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 directly in a separate component of equity. Since January 2004, the Group s transition date to IFRS, such differences have been recognised in the translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount is transferred from the translation reserve to the profit and loss account. (iii) Hedge of a net investment in foreign operations Foreign exchange differences arising from the re-translation of a financial liability that is designated as a hedge for the net investment in a foreign operation are recognised directly in equity, in the translation reserve, to the extent that the hedge is effective. The non-effective portion is recognised in the profit and loss account. When the hedged net investment is disposed of the associated cumulative amount in equity is transferred as an adjustment to the profit and loss account on disposal. (e) Derivative financial instruments The Group uses derivative financial instruments to hedge its exposure to interest rate and foreign exchange risks arising from operating, financing and investing activities. In accordance with its treasury policy the Group neither holds nor issues derivative financial instruments for trading purposes. Derivatives that do not qualify for hedge accounting are, however, accounted for as trading instruments. Derivative financial instruments are recognised at fair value. The gain or loss on re-measurement to fair value is recognised immediately in the profit and loss account. Where, however, derivative financial 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)). The fair value of interest rate and 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). 84

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (f) Hedging (i) Cash flow hedges If a derivative financial instrument is designated as a hedge against the variability in the cash flows of a recognised asset, liability, or a highly probable forecasted transaction, the effective part of any gain or loss on the derivative financial instrument is recognised directly in equity. If the forecasted transaction subsequently results in the recognition of a non-financial asset or non-financial liability, the associated cumulative gain or loss is removed from equity and included in the initial cost of the non-financial asset or liability. If the hedge of a forecast transaction subsequently results in the recognition of a financial asset or liability, the associated gains and losses that were recognised directly in equity are transferred into the profit and loss account in the same period or periods during which the acquired asset or assumed liability affects profit or loss. For cash flow hedges, other than those covered by the two preceding policies, the associated gain or loss is removed from equity and recognised in the profit and loss account in the same period or periods during which the hedged forecast transaction affects profit or loss. The ineffective part of any gain or loss is recognised immediately in the profit and loss account. When a hedging instrument expires, or is sold, terminated or exercised, or the entity revokes the hedge relationship designation, but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the policy above when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the profit and loss account. (ii) Hedging of monetary assets and liabilities When a derivative financial 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 the profit and loss account. (iii) Hedging of a net investment in a foreign operation The portion of the gain or loss on an instrument used to hedge a net investment in a foreign operation, which is determined to be an effective hedge, is recognised directly in equity. The ineffective portion is recognised immediately in the profit and loss account. (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 certain assets was determined on 1 January 2004, the date of transition to IFRS, at the fair value at that date as deemed cost. 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 an appropriate proportion of production overheads. 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 virtually all the risks and rewards of ownership are classified as finance leases. Non-current assets acquired by way of a finance 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 costs 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 benefits embodied in the item will flow to the Group and the cost of the item can be assessed reliably. All other costs are recognised in the profit and loss account as and when they are incurred. (iv) Depreciations Depreciations are charged to the profit and loss account on a straightline basis over the estimated useful lifetime of each component of an item of property, plant and equipment. Land is not depreciated. Estimated useful lifetimes are as follows: buildings 30 years plant and equipment 10 12 years fixtures and fittings 3 5 years major components 10 years Unless it is insignificant the residual value is assessed annually. (h) Intangible assets (i) Goodwill All business combinations are accounted for by applying the purchase method. Goodwill represents amounts arising on the acquisition of subsidiaries, associates and joint ventures. Goodwill is stated at cost less any accumulated impairment losses. Goodwill is allocated to cash-generating units and is no longer amortised but tested for impairment annually or when this is indicated (see accounting policy (n)). In the case of associates, the carrying amount of goodwill is included in the carrying amount of the investment in the associate. Negative goodwill arising on an acquisition is recognised directly in the profit and loss account. In the case of acquisitions that have occurred since 1 January 2004, goodwill represents the difference between the cost of the acquisition and the net fair value of the acquired identifiable assets and (contingent) liabilities. In the case of acquisitions that occurred before the above date, goodwill is included on the basis of the generally accepted accounting policies previous applied in the Netherlands (Part 9, Book 2 Dutch Civil Code). 85

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (ii) Research and development Expenditure for research activities undertaken with the prospect of gaining new scientific or technical knowledge and understanding is recognised in the profit and loss account when the expense is incurred. Expenditure for development activities, whereby research findings 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 sufficient resources to complete development. The capitalised expenditure comprises the costs of materials, direct labour and an appropriate portion of overheads. Other development expenditure is recognised in the income statement when the expense as incurred. Capitalised development expenditure is stated at cost less accumulated amortisation (see below) and accumulated impairment losses (see accounting policy (n)). (k) 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 first-in-first-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 overheads based on normal operating capacity. (l) Due from customers Work in progress for third parties is stated at cost plus profit recognised to date (see accounting policy (u)), less a provision for foreseeable losses and less progress billings. Cost comprises all expenditure directly related to specific projects, plus an allocation of fixed and variable overheads incurred during the Group s contract activities based on normal operating capacity and capitalised interest. (iii) 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)). (iv) Subsequent expenditure Subsequent expenditure on capitalised intangible assets is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure is recognised in the profit and loss account as and when the expense is incurred. (v) Amortisation Amortisation is charged to the profit and loss account on a straightline basis over the estimated useful lifetime of intangible assets, unless this lifetime is indefinite. Other intangible assets are amortised from the date they are available for use. The estimated useful lifetimes are as follows: software 3 10 years customer relationships/contracts 5 15 years capitalised development costs 3 5 years technology 10 years brands 10 years Goodwill and intangible assets with an indefinite useful lifetime are tested systematically for impairment on each balance sheet date. (m) 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 (n)). (n) Impairment The carrying amount of the Group s assets, excluding inventories (see accounting policy (k)), work in progress (see accounting policy (l)), an asset arising from defined benefit plans (see accounting policy (r) (ii)) and deferred tax assets (see accounting policy (w)) are reviewed on each balance sheet 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 (n) (i)). The recoverable amount of goodwill, assets with an indefinite 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 the profit and loss account. Impairment losses recognised in respect of cash-generating units are allocated first 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). ( j) Investments Investments in debt and equity securities are classified as held for sale and are stated at fair value, with any resultant gain or loss recognised directly in equity, except for impairment losses and, in the case of monetary items such as debt securities, foreign exchange gains and losses. When these investments cease to be recognised, the cumulative gain or loss previously recognised directly in equity is recognised in the profit and loss account. Where these investments are interest-bearing, the interest calculated using the effective interest method is recognised in the profit and loss account. The fair value of financial instruments classified as held for sale is their quoted bid price on the balance sheet date. (i) Calculation of recoverable amount The recoverable amount of the Group s investments in receivables carried at amortised cost is calculated as the present value of estimated future cash flows, discounted at the original effective interest rate (i.e. the effective interest rate computed at the initial recognition of these financial 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 flows are discounted to their present value using a pre-tax discount rate that reflects both the current market assessment of the time value of money and the risks specific to the asset. When an asset does not generate mainly independent cash inflows, the recoverable amount is determined for the cash-generating unit to which the asset belongs. 86

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (ii) 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 classified as held for sale is not reversed via the profit and loss account. (i) Defined contribution plans A defined contribution plan is a plan related to post-retirement payments for which the Group pays fixed contributions to a separate entity and has no legally enforceable or constructive obligation to pay additional contributions. Obligations related to contributions to defined contribution pension plans are recognised as an expense in the profit and loss account as incurred. If the fair value of a debt instrument classified as available for sale increases, and the increase can be related objectively to an event occurring after the impairment loss was recognised in the profit and loss account, the impairment loss is reversed and the amount of the reversal recognised in the profit and loss account. 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 asset s 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. (o) 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 Group s cash management are included as a component of cash and cash equivalents for the purpose of the cash flow statement. (p) Share capital (i) 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 classified as own shares and presented as a deduction from total equity. (ii) Dividend Dividends are recognised as a liability in the period in which they are declared. (q) 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 profit or loss over the period of the loans using the effective interest method. (r) Employee benefits The Group makes a financial contribution towards various pension plans. These plans include both defined contribution plans and defined benefit plans. Defined benefit plans are applicable for groups of employees in the Netherlands, Germany, Belgium, Norway and Austria. (ii) Defined benefit plans Defined benefit plans are all plans related to post-retirement payments other than defined contribution plans. The Group s net obligation in respect of defined benefit pension plans is calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service costs 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 company bonds with maturity dates approximate to the terms of the Group s obligations. The calculation is performed by a qualified actuary using the projected unit credit method. When the benefits of a plan are improved, the portion of the increased benefit relating to past service by employees is recognised as an expense in the profit and loss account on a straight-line basis over the average period until the benefits become vested. The expense related to the portion of benefits that are vested immediately is recognised immediately in the profit and loss account. All actuarial gains and losses as at 1 January 2004, the date of transition to IFRS, have been recognised. With regard to actuarial gains and losses that have arisen since 1 January 2004, when calculating the Group s 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 defined benefit obligation and the fair value of plan assets is recognised as profit 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. When the calculation results in a benefit 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. (iii) Long-term service benefits The Group s net obligation in respect of long-term service benefits, other than pension plans, is the amount of future benefit 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 company bonds with maturity dates approximate to the terms of the Group s obligations. Any actuarial gains or losses are recognised in the profit and loss account in the period in which they arise. 87

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (iv) Share-based payments The share option scheme allows some Group employees to acquire shares in the Company. Members of the Board of Management are awarded shares conditionally. This conditional awarding of shares is linked to the fulfilling 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 shares is recognised as an employee expense, with a corresponding increase in equity. The fair value is determined on the date of awarding and is spread over the period during which the employees and members of the Board of Management respectively become unconditionally entitled to the share options or shares. The fair value of the awarded share options and shares is determined using a binomial lattice model, taking into account the terms and conditions upon which the share options and shares were awarded. The amount recognised as an expense is adjusted annually to reflect the actual number of share options and shares that vest, apart from share options that do not vest because the share price has not reached a specific threshold. (s) 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 outflow of economic benefits 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 flows at a pre-tax rate that reflects the current market assessment of the time value of money and, where appropriate, of the risks specific 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 benefits expected to be derived by the Group from a contract are lower than the unavoidable cost of meeting its contractual obligations. (t) Trade and other payables Trade and other payables are stated at amortised cost. The initial recognition is at fair value less attributable transaction costs. (u) Revenue (i) Construction contracts As soon as the outcome of construction contracts can be estimated reliably, contract revenue and expenses are recognised in the profit and loss account in proportion to the stage of completion of the contract. In general, if a project is larger than 2 million euro the profit cannot be estimated reliably until after 25% of the costs have been incurred. 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 the profit and loss account. A distinction is made between revenue from the main contract, variation orders, claims and incentives. Approved variations are handled in the same way as the main contract. Claims include the costs of delays caused by the customer, errors in specifications and design and disputed variation orders. Revenue from claims is not taken into account until the negotiations with the customer have reached an advanced stage and it is probable that the customer will accept the claim. Revenue from incentives is included in contract revenue when the extent of the work completed is such that it is probable that the incentive will be received. (ii) Services rendered and goods sold Revenue from services rendered is recognised in the profit and loss account in proportion to the stage of completion of the transaction on the balance sheet date. The stage of completion is determined on the basis of the costs incurred compared with the expected total costs. Revenue from the sale of goods is recognised in the profit and loss account when the significant risks and rewards of ownership have been transferred to the buyer. No revenue is recognised if there are significant 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. (iii) Government grants Grants to compensate the Group for expenses incurred are recognised systematically as revenue in the profit and loss account 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 operating income in the profit and loss account throughout the useful lifetime of the asset. (v) Expenses (i) Operating lease payments Payments made under operating leases are recognised in the profit and loss account on a straight-line basis over the term of the lease. Lease incentives received are linearly recognised in the profit and loss account as an integral part of the total lease expense. (ii) Finance lease payments Minimum lease payments are apportioned between the financing charge and the reduction of the outstanding liability. The finance 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. 88

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (iii) Net finance result The net finance result includes interest payable on borrowings calculated using the effective interest rate method, interest capitalised on qualifying assets, interest on the employee benefits obligations and other provisions, expected return on plan assets, dividends, foreign currency exchange rate differences and gains and losses on hedging instruments recognised in the profit and loss account (see accounting policy (f)). Interest income is recognised in the profit and loss account as it accrues using the effective interest method. Dividend income is recognised in the profit and loss account on the date the entity s right to receive payments is established which, for quoted securities, is the date the dividend is payable. The interest expense component of the finance lease payments is recognised in the profit and loss account using the effective interest method. (w) Income tax Income tax on the profit or loss for the year comprises current and deferred tax. Income tax is recognised in the profit and loss account, except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. 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 financial reporting purposes and the amounts used for taxation purposes. No provision is formed for the following temporary differences: goodwill not deductible for tax purposes, the initial recognition of assets or liabilities that affect neither accounting nor taxable profit, and differences relating to investments in subsidiaries to the extent that they will probably 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 profits 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 benefit 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. (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 financial information (see note (b) (iv)). (y) Non-current assets held for sale and discontinued operations Immediately before classification as held for sale, the carrying amount of the asset (and all the assets and liabilities of a disposal group) is measured in accordance with IFRS. Then, on initial classification as held for sale, non-current assets and disposal groups are recognised at the then determined carrying amount. Impairment losses on initial classification as held for sale are included in the profit and loss account, 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 Group s 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. Classification as a discontinued operation occurs upon disposal or, if this is earlier, when the operation meets the criteria for classification as held for sale. A disposal group that is to be abandoned may also qualify. (z) New standards and interpretations not yet adopted A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31 December 2009, and have not been applied in preparing these consolidated financial statements: The revised IFRS 3 Business Combinations (2008) incorporates the following changes that are likely to be relevant to the Group s operations: The definition of a business has been broadened, which is likely to result in more acquisitions being treated as business combinations; Contingent consideration will be measured at fair value, with subsequent changes therein recognised in profit or loss; Transaction costs, other than share and debt issue costs, will be recognised as expenditure when the expense is incurred; Any pre-existing interest in the acquiree will be measured at fair value with the gain or loss recognised in profit or loss; Any non-controlling (minority) interest will be measured at either fair value, or at its proportionate interest in the identifiable assets and liabilities of the acquiree, on a transaction-by-transaction basis. Revised IFRS 3, which becomes mandatory for the Group s 2010 consolidated financial statements, will be applied prospectively and therefore there will be no impact on comparative periods in the Group s 2010 consolidated financial statements. Amended IAS 27 Consolidated and Separate Financial Statements (2008) requires accounting for changes in the Group s ownership interests in a subsidiary, while maintaining control, to be recognised as an equity transaction with equity holders in their capacity as equity holders. When the Group loses control of a subsidiary any interest retained in the former subsidiary will be measured at fair value with the gain or loss recognised in profit or loss. The amendments to IAS 27, which become mandatory for the Group s 2010 consolidated financial statements, are not expected to have a significant impact on the consolidated financial statements. 89

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 1 Operating segments Imtech is a European technical services provider in the field of information and communication technology, electrical engineering and mechanical engineering. Information is disseminated regarding five segments that, together, form the Group s strategic operating segments. These segments are based on the Group s 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 the following reportable operating segments: Projects comprises local-for-local business and installation and maintenance activities, divided into the following: Benelux; Germany & Eastern Europe; UK, Ireland & Spain; Nordic. ICT, Traffic & Marine which carries out activities that are of a technological nature in the area of ICT, mobility (including parking) and marine technology. The table on the following pages summarises the results of each of the reporting segments. The performance is assessed on the basis of the EBITA as recognised in the internal management reports reviewed by the Board of Management. The profit is determined on a segment basis because management considers this the most relevant for evaluating the results of specific segments compared to other entities active in these sectors. The prices for transactions between segments are determined on an at arm s length basis of a businesslike, objective principle. 90

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segments Benelux Germany & Eastern Europe UK, Ireland & Spain Nordic 2009 2008 2009 2008 2009 2008 2009 2008 Information profit and loss account Revenue from transactions with third parties: Construction contracts 743,701 756,421 901,197 818,066 474,686 442,161 228,345 45,173 Services rendered 416,597 399,313 201,656 219,037 83,830 77,336 84,883 17,412 Sale of goods 29,628 11,855 Revenue from transactions with third parties 1,189,926 1,167,589 1,102,853 1,037,103 558,516 519,497 313,228 62,585 Inter-segment revenue 27,354 4,312 997 7,197 62 Revenue 1,217,280 1,171,901 1,102,853 1,038,100 565,713 519,559 313,228 62,585 EBITA 46,082 45,086 80,268 59,086 33,529 32,430 25,419 4,971 Amortisation (3,078) (896) (232) (18) (1,503) (1,405) (6,069) (556) Impairment losses on property, plant and equipment and intangible assets (2,188) (1,500) (1,000) Share in result of associated companies, joint ventures and other investments (152) (374) 5 (702) 13 18 Capital expenditure 24,608 12,553 30,756 18,014 12,399 2,767 6,668 275,759 Depreciation 9,753 8,689 6,357 8,449 2,766 2,872 3,984 546 Information balance sheet Segment assets 559,684 606,914 619,061 615,179 384,683 349,721 415,186 371,011 Investments in associated companies and joint ventures (168) (72) 1,513 1,013 9 8 Total assets 559,516 606,842 620,574 616,192 384,692 349,729 415,186 371,011 Segment liabilities 489,672 533,191 464,901 512,914 314,019 255,675 351,403 318,015 Total liabilities 489,672 533,191 464,901 512,914 314,019 255,675 351,403 318,015 91

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Segments ICT, Traffic & Marine Unallocated/ eliminations Consolidated 2009 2008 2009 2008 2009 2008 Information profit and loss account Revenue from transactions with third parties: Construction contracts 377,602 329,787 2,725,531 2,391,608 Services rendered 282,831 246,963 1,069,797 960,061 Sale of goods 498,296 495,919 527,924 507,774 Revenue from transactions with third parties 1,158,729 1,072,669 4,323,252 3,859,443 Inter-segment revenue 12,438 24,212 (46,989) (29,583) Revenue 1,171,167 1,096,881 (46,989) (29,583) 4,323,252 3,859,443 EBITA 67,093 70,788 252,391 212,361 Amortisation (9,436) (7,261) (438) (249) (20,756) (10,385) Impairment losses on property, plant and equipment and intangible assets (500) (2,188) (3,000) Unallocated expenses (excluding amortisation) (16,505) (15,172) Result from operating activities 212,942 183,804 Net finance result (42,109) (29,272) Share in result of associated companies, joint ventures and other investments 1,408 1,690 (1,053) (437) 226 190 Profit before income tax 171,059 154,722 Income tax expense (44,004) (41,183) Profit for the period 127,055 113,539 Capital expenditure 11,903 113,932 2,301 525 88,635 423,550 Depreciation 7,869 8,581 81 161 30,810 29,298 Information balance sheet Segment assets 694,986 739,693 2,673,600 2,682,518 Investments in associated companies and joint ventures 1,804 2,247 3,158 3,196 Unallocated assets (92,928) (212,400) (92,928) (212,400) Total assets 696,790 741,940 (92,928) (212,400) 2,583,830 2,473,314 Segment liabilities 462,711 599,448 2,082,706 2,219,243 Unallocated liabilities (4) (145,124) (4) (145,124) Total liabilities 462,711 599,448 (4) (145,124) 2,082,702 2,074,119 92

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2 Acquisition of subsidiaries and minority interests The most important subsidiaries in which the Group acquired a 100% interest and voting rights during 2009 are: Olav C. Jensen & Søn Olav C. Jensen & Søn (acquired on 26 March 2009) is a small technical services provider specialised in technical maintenance and management. The company is based in Ski in Norway a region strategically located between the cities of Oslo and Fredrikstad. This is a fast-growing region and the number of technical maintenance contracts on the market is increasing accordingly. In this market segment Olav C. Jensen & Søn occupies an excellent market position and achieves an annual revenue of around 3 million euro with approximately 15 employees. Sundsvalls Rörteknik Sundsvalls Rörteknik (acquired on 1 June 2009) is an industrial services provider specialised in high-value, mechanical engineering processes. Sundsvalls Rörteknik enjoys an excellent reputation and a good position in this market segment and generates around 6 million euro per year with approximately 50 certificated employees. AT Furustad AT Furustad (acquired on 9 June 2009) is a small, all-round technical services provider based in Sandefjord in the Vestfold region of Norway. The company specialises in mechanical engineering processes and air and climate treatment in both new and existing constructions and in maintenance, management and services, including project management and engineering. AT Furustad has an excellent regional reputation and a broad customer base and achieves annual revenue of nearly 1.5 million euro with 15 specialised employees Huguet Levante and Huguet Mantenimiento Huguet Levante (acquired on 30 November 2009) is an electrical engineering specialist in the field of low and medium tension, fire detection and innovative cabling. Although the focus is primarily on the hospital market, the company is also active in the university, office, hotel, shopping centre and school markets. Huguet Mantenimiento specialises in electrical engineering and mechanical maintenance with a sharp focus on municipal and regional authorities and energy companies. The company s customers also include universities and hospitals. The majority of the activities comprise long-term maintenance contracts. Together the two companies employ 245 people and in 2008 achieved annual revenue of over 18 million euro Arconi S.C. Arconi Grup S.A., which joined the Group on 15 December 2009, is based in Bucharest and is one of the larger players in the Romanian technical services provision market. Since its establishment in 1991 the company has expanded rapidly, especially in the past five years. Arconi has an excellent reputation, commands all the necessary (quality) certification and stands out from the competition thanks to the high-value solutions and broad pallet of technical competencies it offers to its large and well-spread customer base. Arconi offers a combination of electrical engineering solutions, air and climate technology, energy, fire protection, piping, automatic control systems and security and is active in the office, bank, department store, hospital, shop and hotel markets. The company achieves a revenue level of around 12 million euro per annum and employs over 200 people. Total acquisitions All the acquisitions were paid for in cash. Contingent considerations have been recognised as liabilities. Between the date of acquisition and 31 December 2009 these new subsidiaries contributed 0.6 million euro to the consolidated EBITA for 2009, of which 0.1 million euro was contributed by Arconi and 0.5 million euro was contributed by Huguet Levante and Huguet Mantenimiento. Had these acquisitions taken place on 1 January 2009 the estimated revenue and EBITA of the Group would have been 4.4 billion euro and 240.7 million euro respectively. Effect of acquisitions The effect of the acquisitions on the Group s assets and liabilities was as follows. The column carrying amount reflects the carrying amount determined on the basis of IFRS immediately before the acquisition. 93

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Recognised Balance of assets and liabilities of S.C. Arconi Grup S.A. on the acquisition date Carrying amount Fair value adjustments carrying amount Property, plant and equipment 533 533 Intangible assets 6 2,823 2,829 Non-current receivables 631 631 Inventories 231 231 Trade and other receivables 1,658 1,658 Cash, cash equivalents and bank overdrafts 536 536 Provisions (non-current) (176) (176) Deferred tax liabilities 191 (452) (261) Due to customers (1,164) (1,164) Trade and other payables (2,172) (2,172) Income tax payables (164) (164) Net identifiable assets and liabilities 110 2,371 2,481 Goodwill on acquisition 11,318 Cost 13,799 Of which contingent consideration (1,400) Acquired cash, cash equivalents and bank overdrafts (536) Net outflow of cash, cash equivalents and bank overdrafts 11,863 Recognised Balance of assets and liabilities of the other acquisitions on the acquisition date Carrying amount Fair value adjustments carrying amount Property, plant and equipment 2,279 2,279 Intangible assets 3 3 Non-current receivables 36 36 Deferred tax liabilities 1,425 1,425 Inventories 469 469 Due from customers 99 99 Trade and other receivables 20,417 20,417 Cash, cash equivalents and bank overdrafts (33) (33) Minority interest 24 24 Loans and other borrowings (1,528) (1,528) Provisions (non-current) (482) (482) Deferred tax liabilities (671) (671) Due to customers (2,679) (2,679) Trade and other payables (11,031) (11,031) Income tax payables (1,767) (1,767) Net identifiable assets and liabilities 6,561 6,561 Goodwill on acquisition 11,102 Cost 17,663 Of which contingent consideration (950) Of which to be paid in instalments (453) Acquired cash, cash equivalents and bank overdrafts 33 Net outflow of cash, cash equivalents and bank overdrafts 16,293 94

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 2009 2008 Total cost of acquisitions 31,462 371,150 Of which contingent consideration (2,350) (26,185) Of which payable in instalments (453) Acquired cash, cash equivalents and bank overdrafts (503) (72,543) Adjustments previous years 194 4,439 Paid contingent consideration previous years 11,464 19,883 Net outflow of cash, cash equivalents and bank overdrafts arising from: Subsidiaries 39,530 293,010 Minority interests 284 3,734 39,814 296,744 The acquisitions resulted in goodwill reflecting profit potential. The contingent considerations are payments which will be paid in the coming years if specified profit targets are achieved. The final carrying values of the identifiable assets and liabilities of acquisitions in 2009 were adjusted upwards by 7.0 million euro (2008: downwards by 15.2 million euro). The acquisition balance sheets of S.C. Arconi Grup S.A., Huguet Levante and Huguet Mantenimiento are provisional due to uncertainty regarding some items. 3 Revenue 2009 2008 Construction contracts, services rendered and sale of goods 4,321,301 3,858,635 Result from the disposal of property, plant and equipment 341 Government grants 1,766 389 Other income 185 78 Total 4,323,252 3,859,443 4 Personnel expenses 2009 2008 Wages and salaries 994,939 880,207 Compulsory social security contributions 199,763 156,853 Contributions to defined contribution plans 23,839 20,298 Costs in respect of defined benefit plans 10,341 10,534 Costs in respect of jubilee benefits 404 930 Share-based payments 3,555 2,385 Total 1,232,841 1,071,207 Share-based payments In 2009 and the preceding years a number of executives, including members of the Executive Council, were granted share options for ordinary shares in Imtech N.V. The exercise price is based on the stock exchange price at the time the share option rights were granted, i.e. the first day that the Imtech shares were quoted ex-dividend. Up to and including 2004 the term of the options was 5 years and there was no lock-up period. The share option series dating from 2005 onwards have a term of 7 years and are conditional for the first 3 years. On the termination of employment with the Company the conditional share option rights still within the lock-up period lapse and the other share option rights must be exercised within 3 months. On change of control all conditional share option rights become unconditional. 95

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair value of share options and assumptions 2009 2008 Fair value at the grant date 2.30 3.69 Share price 11.27 euro 16.91 euro Exercise price 11.27 euro 16.91 euro Anticipated volatility (expressed as weighted average volatility applied in the binomial lattice model) 30% 28% Term of share options (expressed as weighted average term applied in the binominal lattice model) 4.97 years 5.01 years Assumed dividend 4.30% 3.25% Risk-free interest rate 3.25% 3.75% The anticipated volatility is based on the historical volatility (calculated on the basis of the weighted average remaining term of the share options), adjusted for any expected changes. The number of share options granted to (former) members of the Board of Management and (former) employees, as well as the changes during the period, are summarised below. Granted in 2004 2005 2006 2007 2008 2009 Totaal Number 552,000 571,500 676,500 722,250 1,193,455 1,234,500 4,950,205 Exercise price (in euro) 7.66 8.30 13.80 18.50 16.91 11.27 Outstanding on 1 January 2009 219,000 371,250 612,000 713,250 1,174,455 3,089,955 Granted 1,234,500 1,234,500 Exercised (198,000) (239,750) (106,500) (544,250) Forfeited (21,000) (31,500) (38,250) (76,745) (167,495) Outstanding on 31 December 2009 131,500 474,000 675,000 1,097,710 1,234,500 3,612,710 Exercisable on 31 December 2009 131,500 474,000 605,500 In 2009 the weighted average price of the share at the time the share options were exercised was 14.88 euro (2008: 17.27 euro). On 31 December 2009 the weighted average remaining term of the outstanding share options was 6.1 years (2008: 5.8 years). The costs of share-based payments recognised under personnel expenses are as follows: 2009 2008 Costs of share option scheme 2,894 1,815 Costs of share scheme 661 570 Total expense recognised under personnel expenses 3,555 2,385 96

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Remuneration of the Board of Management In 2009 the remuneration of members of the Board of Management amounted to 2,129,469 euro (2008: 1,921,391 euro) and can be specified as follows: Pension and social In euro Gross salary Bonus security expenses Total 2009 2008 2009 2008 2009 2008 2009 2008 R.J.A. van der Bruggen 629,700 594,000 457,380 415,800 232,491 203,464 1,319,571 1,213,264 B.R.I.M. Gerner 431,200 392,000 227,360 210,816 151,338 105,311 809,898 708,127 Total 1,060,900 986,000 684,740 626,616 383,829 308,775 2,129,469 1,921,391 Members of the Board of Management also receive an expense allowance which, in the context of agreements with the tax authorities, is partially grossed. The basic salaries of the Board of Management members follow the median level of the reference market for Board members of larger Dutch companies. The comparison factors are the weight and level of the functions. As of 1 January 2009 the basic salaries of the Chairman of the Board of Management and the CFO were increased by 6.0% and 10.0% respectively (1 January 2008: 10.0% and 7.1% respectively). The variable salary of the Board of Management is determined on the basis of a combination of the Group s financial targets and the achievement of personal targets. The performance of both members of the Board of Management was excellent: the targets related to the growth of EBITA and revenue were exceeded quite significantly. The level of short-term variable income achieved in 2008 (paid out in 2009) was 77.0% of the basic 2008 salary (2008: 77.0%) for the Chairman of the Board of Management ( at target 55.0%) and 58.0% of the basic 2008 salary (2008: 57.6%) for the CFO ( at target 40.0%). As far as pension provisions are concerned, a final salary arrangement is applicable for the Chairman of the Board of Management and an average salary arrangement is applicable for the CFO. The variable part of the salary of the Chairman of the Board of Management and the CFO is, respectively, included in the pensionable salary partly and fully. Board of Management share option scheme Up to and including 2004 Board of Management members were granted share options with a term of five years. A summary of the share options, as well as the changes during 2008, is shown below. The conditions are the same as for all other share option holders (see page 95). Outstanding Outstanding Exercise price on 1 January on 31 Decem- Granted in (in euro) 2009 Exercised ber 2009 R.J.A. van der Bruggen 2004 7.66 45,000 (45,000) B.R.I.M. Gerner 2004 7.66 45,000 (45,000) Total 90,000 (90,000) Board of Management share scheme Shares in Imtech N.V. have been conditionally granted to the Board of Management since 2004. The achievement of strategic targets and Total Shareholders Return compared with the peer group is rewarded after three years via a bonus in shares. This bonus in shares is granted conditionally in advance. On the date shares were granted conditionally in 2009 the fair value was 10.28 euro per share (2008: 15.14 euro). The fair value was determined after deduction of the discounted value of the expected dividends in the period that the shares are conditional. The number of shares granted conditionally ( at target ) is : 2007 2008 2009 Total R.J.A. van der Bruggen 23,355 28,102 44,699 96,156 B.R.I.M. Gerner 7,914 9,273 22,957 40,144 Total 31,269 37,375 67,656 136,300 97

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS As at 14 April 2009 34,996 of the shares (2008: 35,994) granted conditionally to the Chairman of the Board of Management and 12,546 of the shares (2008: 13,712) granted conditionally to the CFO in 2006 (2008: 2005) were granted unconditionally. The number of unconditionally granted shares was determined on the basis of the achievement of targets (score 123%, 2008: score 96%). For the shares granted in 2007 a lock up period of five years, or until the termination of employment by Imtech if this is shorter, is applicable. A lock-up period of two years is applicable for shares granted unconditionally at a later date. The number of shares granted unconditionally is: 2007 2008 2009 Total R.J.A. van der Bruggen 33,195 35,994 34,996 104,185 B.R.I.M. Gerner 13,989 13,712 12,546 40,247 Total 47,184 49,706 47,542 144,432 On 31 December the Board of Management members also held additional shares in Imtech N.V. as follows: 2009 2008 R.J.A. van der Bruggen 24,459 20,000 B.R.I.M. Gerner 70,000 60,000 Total 94,459 80,000 Remuneration of the Supervisory Board The remuneration of the Supervisory Board for 2009 was 248,818 euro (2008: 240,770 euro) and can be specified as follows: In euro 2009 2008 R.M.J. van der Meer 1+2, Chairman 53,500 53,500 G.J. de Boer-Kruyt 3 36,000 36,000 E.A. van Amerongen 2 37,500 37,500 A. van Tooren 1 40,000 40,000 W.A.F.G. Vermeend 3 36,000 36,000 A. Baan 1, since 10 April 2008 37,500 25,000 P.J. Groenenboom 1, until 10 April 2008 12,500 240,500 240,500 Social security expenses 8,318 270 Total 248,818 240,770 1 2 3 Member of the Audit Committee. Member of the Remuneration/Nomination Committee. Contact person for the Representative Bodies. 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 2007, 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 2009 the annual remuneration of the Chairman, Vice-chairman and remaining members is 45,000, 36,000 and 32,500 euro respectively (2008: the same). The Chairman and members of the Audit Committee receive a supplementary annual fee of 7,500 and 5,000 euro respectively (2008: the same). The Chairman of the Remuneration/Nomination Committee, the 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 (2008: the same). All these fees for the Supervisory Board and all social security premiums are included in the figures 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 2009, no Supervisory Board member held shares, or options on shares, in Imtech N.V. 98

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Remuneration of the Board of Management and Supervisory Board The remuneration of the Board of Management and the Supervisory Board can be summarised as follows: In euro 2009 2008 Short-term employee benefits 1,986,140 1,853,116 Social security premiums 17,147 9,045 Pension expenses 375,000 300,000 Share-based payments 661,022 569,688 Total 3,039,309 2,731,849 5 Other expenses 2009 2008 Other indirect expenses 297,605 285,630 Impairment loss on trade receivables 10,520 6,212 Change in provisions 3,285 6,187 Research and development costs 3,116 676 Total 314,576 298,705 6 Net finance result Note 2009 2008 Interest income 301 2,538 Expected return on plan assets (employee benefits) 21 11,290 18,777 Other finance income 1,722 684 Finance income 13,313 21,999 Interest expenses (29,437) (21,132) Interest on employee benefit obligations 21 (18,403) (22,388) Net currency exchange loss (2,430) (1,788) Other finance expenses (5,152) (5,963) Finance expenses (55,422) (51,271) Net finance result (42,109) (29,272) 7 Income tax expense 2009 2008 Current income tax expense Current year 43,567 43,336 Prior year adjustments (1,582) 1,665 Benefit from recognised tax losses (1,026) 40,959 45,001 Deferred income tax expense Origination and reversal of temporary differences 6,837 4,543 Reduction in tax rate (542) Benefit from recognised tax losses (3,792) (5,553) Benefit from recognised temporary differences (2,266) 3,045 (3,818) Income tax expense 44,004 41,183 99

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Reconciliation of effective tax rate 2009 2008 Profit before tax 171,059 154,722 Weighted average statutory income tax rate 28.0% 47,924 27.6% 42,678 Change in income tax rate (0.3%) (542) Non-deductible expenses 2.8% 4,876 2.4% 3,778 Tax exempt income (1.4%) (2,396) 0.9% 1,423 Not previously recognised tax losses (2.8%) (4,818) (3.6%) (5,553) Not previously recognised temporary differences (1.5%) (2,266) Under (over) provided in prior periods (0.9%) (1,582) 1.1% 1,665 25.7% 44,004 26.6% 41,183 Deferred income tax recognised directly in shareholders equity In 2009 0.2 million euro (2008: 4.9 million euro) deferred income tax was recognised directly in shareholders equity. 8 Current tax assets and liabilities The net current tax liability of 34.1 million euro (2008: 22.3 million euro), comprising current tax receivables of 7.2 million euro (2008: 5.9 million euro) and current tax payables of 41.3 million euro (2008: 28.2 million euro), relates to the net amount of tax payables for the reporting year and previous years. Machinery Land and and equip- PPE under 9 Property, plant and equipment buildings ment Other PPE construction Total Cost As at 1 January 2008 70,814 38,390 149,617 1,289 260,110 Acquired through acquisitions 4,674 279 15,433 20,386 Acquired, other 1,815 8,786 29,144 156 39,901 Disposals (2,323) (1,169) (12,125) (15,617) Reclassifications ( 842) (1,155) 1,997 Effect of movements in exchange rates (1,042) (821) (2,961) (4,824) As at 31 December 2008 73,096 44,310 181,105 1,445 299,956 As at 1 January 2009 73,096 44,310 181,105 1,445 299,956 Acquired through acquisitions 2,139 409 264 2,812 Acquired, other 4,589 7,649 25,525 3,488 41,251 Disposals (1,699) (9,703) (23,558) (1,068) (36,028) Reclassifications 500 (1,630) 1,224 (94) Effect of movements in exchange rates 569 320 1,776 2,665 As at 31 December 2009 79,194 41,355 186,336 3,771 310,656 100

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Depreciation and impairment losses Land and buildings Machinery and equipment Other PPE PPE under construction Total As at 1 January 2008 21,893 25,225 105,609 152,727 Depreciation charge for the year 3,106 5,113 21,079 29,298 Disposals (570) (1,008) (10,901) (12,479) Reclassifications (656) (1,196) 1,852 Effect of movements in exchange rates (45) (413) (1,347) (1,805) As at 31 December 2008 23,728 27,721 116,292 167,741 As at 1 January 2009 23,728 27,721 116,292 167,741 Depreciation charge for the year 2,327 5,242 23,241 30,810 Disposals (312) (9,285) (21,020) (30,617) Reclassifications (1,058) 1,058 Effect of movements in exchange rates 21 126 524 671 As at 31 December 2009 25,764 22,746 120,095 168,605 Carrying amounts As at 1 January 2008 48,921 13,165 44,008 1,289 107,383 As at 31 December 2008 49,368 16,589 64,813 1,445 132,215 As at 1 January 2009 49,368 16,589 64,813 1,445 132,215 As at 31 December 2009 53,430 18,609 66,241 3,771 142,051 Of which leased: As at 31 December 2008 3,572 783 11,206 15,561 As at 31 December 2009 4,611 1,023 11,474 17,108 Impairments and reversals after recognition There were no impairments and no reversals of impairments during 2008. Securities On 31 December 2009 property, plant and equipment with a carrying value of 13.0 million euro (2008: 16.1 million euro) was mortgaged as security for bank loans. 101

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Customer relationships/ 10 Intangible assets Goodwill Software contracts Technology Brands Total Cost As at 1 January 2008 330,335 13,140 48,745 11,905 2,231 406,356 Acquired through acquisitions 288,574 775 62,540 351,889 Acquisition of minority interests 2,873 2,873 Acquired, other 4,698 4,698 Developed internally 3,803 3,803 Adjustment purchase price/fair value 10,724 (2,300) 408 (1,496) 7,336 Disposals (26) (26) Effect of movements in exchange rates ( 39,872) (45) (8,524) (432) (48,873) As at 31 December 2008 592,634 16,242 102,761 15,684 735 728,056 As at 1 January 2009 592,634 16,242 102,761 15,684 735 728,056 Acquired through acquisitions 22,420 2,823 9 25,252 Acquired, other 14,171 2,186 16,357 Developed internally 2,963 2,963 Adjustment purchase price/fair value (6,782) 3,600 18,900 15,718 Disposals (475) (666) (1,141) Effect of movements in exchange rates 22,388 41 5,481 114 1,584 29,608 As at 31 December 2009 630,185 29,788 114,665 20,956 21,219 816,813 Amortisation and impairment losses As at 1 January 2008 3,346 4,723 9,582 832 168 18,651 Amortisation for the year 1,916 7,354 1,145 (30) 10,385 Impairment losses 3,000 3,000 Disposals (26) (26) Effect of movements in exchange rates (180) (40) (831) (64) (9) (1,124) As at 31 December 2008 6,166 6,573 16,105 1,913 129 30,886 As at 1 January 2009 6,166 6,573 16,105 1,913 129 30,886 Amortisation for the year 5,026 12,002 1,809 1,919 20,756 Impairment losses 2,188 2,188 Disposals (475) (666) (1,141) Effect of movements in exchange rates 77 (223) 445 21 66 386 As at 31 December 2009 7,956 10,710 28,552 3,743 2,114 53,075 Carrying amounts As at 1 January 2008 326,989 8,417 39,163 11,073 2,063 387,705 As at 31 December 2008 586,468 9,669 86,656 13,771 606 697,170 As at 1 January 2009 586,468 9,669 86,656 13,771 606 697,170 As at 31 December 2009 622,229 19,078 86,113 17,213 19,105 763,738 102

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Impairments and reversals after initial recognition Goodwill has been impaired for an amount of 2.2 million euro (2008: 3.0 million euro) with regard to the Benelux cluster. No impairments were reversed in the year under review. Impairment test for cash-generating units containing goodwill As of 2009 the impairment test for goodwill will be carried out at a division level. Previously this was carried out at a subsidiary level. This acknowledges the synergy between companies within a division and also reflects the lowest level within the Group at which goodwill is monitored for internal management purposes, which is not higher than the level of the Group s operating segments. The following divisions contain significant goodwill amounts: 2009 2008 Imtech Nordic 208,510 197,032 Imtech ICT 152,063 150,902 Imtech Infra & Traffic 80,926 79,479 Imtech Marine Group 61,247 61,341 Imtech UK & Ireland 50,829 48,683 Imtech Spain 38,621 30,572 Imtech Germany & Eastern Europe 22,779 11,206 Other 7,254 7,253 Total 622,229 586,468 The recoverable amounts of the cash-generating units are based on value in use calculations. The starting point for these calculations is cash flow forecasts based on the forecast for the current year, the budget for the next year and the business plan for the subsequent two years. The cash flow for the following years is assumed to be virtually the same as the EBITA for the last year of the business plan. This means no growth rate is applied unless indicated by exceptional circumstances. The forecasted cash flows are discounted against a pre-tax discount rate of between 10.1% and 11.1% (2008: between 10.4% and 12.3%). This discount rate is derived from the post-tax weighted average cost of capital as derived from external data, adjusted for differences between segments and tax rates per country. The most important assumptions on which the budget and business plans are based are order volume and margin level. There are no cashgenerating units where, on the basis of current insights, a reasonably possible adverse change of the forecast future cash flow could result in the recoverable amount decreasing to such an extent that this would result in an impairment of goodwill. 11 Investments in associated companies and joint ventures In 2009 IHC Systems B.V., the Netherlands (50%) was the most important associate and TFB Fürth Objektgesellschaft mbh & Co. KG, Germany (50%), was the most important joint venture. 103

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The share in the assets, liabilities, revenue and profits of the associates and joint ventures can be specified as follows: 2009 Non-current Current Non-current Current Shareholders Profit / assets assets liabilities liabilities equity Revenue Cost loss ( ) Associated companies 8,442 15,440 1,683 18,833 3,366 21,893 20,230 1,663 Joint ventures 6,923 10,024 16 17,139 (208) 35,468 35,702 (234) Results other investments Impairment 15,365 25,464 1,699 35,972 3,158 57,361 55,932 1,429 (416) (787) Total 226 2008 Non-current Current Non-current Current Shareholders Profit / assets assets liabilities liabilities equity Revenue Cost loss ( ) Associated companies 8,917 11,354 717 16,691 2,863 22,177 20,646 1,531 Joint ventures 6,771 18,622 25,060 333 14,376 14,577 (201) Results other investments 15,688 29,976 717 41,751 3,196 36,553 35,223 1,330 (1,140) Total 190 12 Non-current receivables Note 2009 2008 Finance lease assets 7,471 8,868 Derivatives at fair value 24 7,343 Other non-current receivables 7,896 6,440 15,367 22,651 The finance lease receivables mature as follows: Principal < 1 year 2,810 2,811 Principal 1 5 years 7,301 8,271 Principal > 5 years 2,306 3,087 12,417 14,169 Interest < 1 year Interest 1 5 years Interest > 5 years (115) (173) (1,340) (1,424) (796) (1,066) (2,251) (2,663) Present value of the minimum lease payments < 1 year 2,695 2,638 Present value of the minimum lease payments 1 5 years 5,961 6,847 Present value of the minimum lease payments > 5 years 1,510 2,021 Total 10,166 11,506 104

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 13 Deferred tax assets and liabilities The deferred tax assets and liabilities can be allocated as follows: Assets Liabilities Difference 2009 2008 2009 2008 2009 2008 Property, plant and equipment 3,862 2,399 (2,429) (2,195) 1,433 204 Intangible assets 3,989 4,001 (31,342) (25,987) (27,353) (21,986) Due from customers 4,063 2,958 (27,266) (19,273) (23,203) (16,315) Trade and other receivables 184 239 (781) (168) (597) 71 Employee benefits 15,062 15,629 (331) (38) 14,731 15,591 Provisions 24 (1,969) (2,660) (1,969) (2,636) Other items 8,046 12,990 (6,783) (14,480) 1,263 (1,490) Value of recognised tax loss carry forwards 14,270 13,613 14,270 13,613 49,476 51,853 (70,901) (64,801) (21,425) (12,948) Netting of tax assets and liabilities (30,057) (31,908) 30,057 31,908 Total 19,419 19,945 (40,844) (32,893) (21,425) (12,948) On 31 December 2009 no deferred tax liabilities relating to investments in subsidiaries were accounted for (2008: nil). In some countries in which the Group operates, local legislation stipulates that the profit from the disposal of certain assets is exempt from taxation as long as this profit is not distributed. A deferred tax liability has not been recognised. On the balance sheet date there were no reserves that could lead to a tax liability if the subsidiary companies should pay out dividend (2008: nil). Unrecognised deferred tax assets No deferred tax assets are recognised in the balance sheet for the following items: 2009 2008 Deductible temporary differences 5,172 Tax losses 23,494 32,430 Total 23,494 37,602 At the end of 2009, 2.5 million euro (2008: 1.5 million euro) of the total existing tax losses in respect of which no deferred tax assets have been recognised will expire within five years. Movements in deferred taxes during the year As at Acquisitions / Recognised in 1 January deconsolidations 2008 result Recognised in shareholders 2008 equity As at 31 December 2008 Property, plant and equipment 1,080 (876) 204 Intangible assets (12,959) (16,883) 7,856 (21,986) Due from customers (11,173) 1,635 (6,777) (16,315) Trade and other receivables (580) 158 493 71 Employee benefits 15,569 111 (89) 15,591 Provisions (2,974) (322) 660 (2,636) Other items (578) (3,954) (1,893) 4,935 (1,490) Tax value of recognised tax loss carry forwards 9,169 4,444 13,613 Total (2,446) (19,255) 3,818 4,935 (12,948) 105

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Movements in deferred taxes during the year As at Acquisitions / Recognised in 1 January deconsolidations 2009 result Recognised in shareholders 2009 equity As at 31 December 2009 Property, plant and equipment 204 1,229 1,433 Intangible assets (21,986) (7,161) 1,794 (27,353) Due from customers (16,315) 2,263 (9,151) (23,203) Trade and other receivables 71 32 (700) (597) Employee benefits 15,591 30 (890) 14,731 Provisions (2,636) 83 584 (1,969) Other items (1,490) (905) 3,432 226 1,263 Tax value of recognised tax loss carry forwards 13,613 657 14,270 Total (12,948) (5,658) (3,045) 226 (21,425) 14 Inventories 2009 2008 Raw and auxiliary materials 20,617 22,065 Semi-finished goods 1,130 1,209 Finished goods 55,911 59,379 Total 77,658 82,653 15 Due from/to customers 2009 2008 Cumulative incurred costs plus profit in proportion to progress less provisions for losses 2,107,885 2,044,990 Progress billings (1,953,987) (1,947,874) Balance 153,898 97,116 Presented as follows: Due from customers 480,697 420,234 Due to customers 326,799 323,118 Balance 153,898 97,116 As at 31 December 2009 the capitalised interest amounted to 1.2 million euro with a capitalisation rate of 3.1%. On 31 December 2009 the items related to payment due from customers amounted to a total of 15.2 million euro (2008: 7.8 million euro) which will not be paid until specified conditions are fulfilled (retentions) in respect of contracts for work in progress for third parties. On 31 December 2009 there were unrecognised contingent receivables from customers arising from claims. The financial outcome of these claims can only be estimated within a broad band width. The best estimate is that in the future these claims will be realised to the amount of 11 million euro (2008: 13 million euro). The determination of the profit 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. 106

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 16 Trade and other receivables Note 2009 2008 Trade receivables due from associated companies and joint ventures 6,544 10,974 Other trade receivables and advance payments 952,347 971,528 Current portion of long-term receivables 5,924 4,505 Derivatives at fair value 24 278 587 Total 965,093 987,594 17 Cash, cash equivalents and bank overdrafts 2009 2008 Bank balances 107,193 74,577 Deposits available on demand 1,580 26,613 Other cash and cash equivalents 634 575 Cash and cash equivalents 109,407 101,765 Bank overdrafts (167,749) (178,694) Total (58,342) (76,929) 18 Shareholders equity Share capital Number of ordinary shares 2009 2008 Outstanding as at 1 January 77,462,396 78,374,232 Stock dividend 1,427,836 Repurchased own shares (1,105,296) (1,179,042) Issued against payment in cash 544,250 217,500 Issued under the share scheme 47,542 49,706 Outstanding as at 31 December fully paid up 78,376,728 77,462,396 Imtech N.V. has also granted share options and shares conditionally. On 31 December 2009 the authorised share capital comprised 360 million (2008: 360 million) ordinary shares divided into 120 million (2008: 120 million) ordinary shares, 180 million (2008: 180 million) preference shares and 60 million (2008: 60 million) financing preference shares. The holders of ordinary shares are entitled to dividend, as is announced from time to time, 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 2009 the issued share capital amounted to 82,087,483 (2008: 80,659,647) ordinary shares. All issued shares are fully paid up. Stichting Imtech has option rights to the preference shares (see section Corporate Governance). Translation reserve The translation reserve includes all currency differences arising from the translation of the financial statements of foreign operations, as well as from the translation of liabilities that hedge the net investments of the Company in a foreign subsidiary are hedged. Hedging reserve The hedging reserve comprises the effective portion of the cumulative net movement in the fair value of cash flow 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 2009, 3,710,755 (2008: 3,197,251) own shares were held by the Company. 107

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Dividend After the balance sheet date the Board of Management, with the approval of the Supervisory Board, put forward the dividend proposal stated below. The dividend proposal is not incorporated into the balance sheet and there are no consequences related to income tax. The proposed dividend for 2009 is 0.64 euro per outstanding ordinary share in either cash or shares (2008: 0.59 euro). In 2009 a dividend of 0.59 euro per outstanding ordinary share was paid out in cash or shares (2008: 0.47 euro). 19 Earnings per share Basic earnings per share The calculation of the basic earnings per share on 31 December 2009 was based on a profit attributable to holders of ordinary shares of 126,215,000 euro (2008: 113,341,000 euro) and a weighted average number of ordinary shares outstanding during 2009 of 77,776,359 (2008: 77,445,826) calculated as follows: Weighted average number of ordinary shares 2009 2008 Issued ordinary shares 82,087,483 80,659,647 Effect of own shares held (3,322,622) (3,213,821) Effect of stock dividend (988,502) Average number of ordinary shares during the year 77,776,359 77,445,826 Diluted earnings per share The calculation of the diluted earnings per share at 31 December 2009 was based on the attribution of profit amounting to 126,215,000 euro (2008: 113,341,000 euro) to holders of ordinary shares and a weighted average number of ordinary shares outstanding during 2009 of 78,272,858 (2008: 77,859,802) corrected for potential dilution, calculated as follows: Weighted average number of ordinary shares (diluted) 2009 2008 Average number of ordinary shares during the year 77,776,359 77,445,826 Effect of share option scheme 360,199 316,552 Effect of share scheme 136,300 97,424 Average number of ordinary shares (diluted) during the year 78,272,858 77,859,802 20 Loans and borrowings Below follows a more detailed specification of the contractual stipulations of the Group s loans and borrowings. For more information regarding the interest rate risk exposure of the Group, please see Note 24 Financial instruments. Non-current liabilities Note 2009 2008 Syndicated bank loans 320,684 318,439 Other bank loans 18,894 25,896 Finance lease liabilities 11,192 12,015 Derivatives at fair value 24 19,361 11,472 Total 370,131 367,822 108

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Current liabilities 2009 2008 Current portion of syndicated bank loans 115,333 115,333 Bank overdrafts 52,416 63,361 167,749 178,694 Current portion of other bank loans 6,681 7,583 Current portion of finance lease liabilities 3,933 3,793 10,614 11,376 Total 178,363 190,070 Syndicated bank loans On 3 November 2008 the Group agreed a syndicated credit facility of 265 million euro. This facility is used to finance the acquired subsidiaries NVS and ILS. The facility has been provided by a syndicate of six banks: Rabobank, ING Bank, Fortis Bank (Netherlands), KBC Bank, NIBC Bank and RBS. This committed unsecured multi-currency 265 million euro credit facility comprises a term credit facility of 230 million euro and a revolving credit facility of 35 million euro. Both facilities have a term of three years. The credit conditions include covenants that conform with the market, which were complied with as at the balance sheet date, and a change of control clause. As at 31 December 2009 this facility had been fully drawn. The interest on this facility has been fixed via interest rate swaps and as at 31 December 2009 averaged 4.4% (2008: 4.7%). In addition to the credit facility described above, on 17 July 2007 the Group agreed a syndicated credit facility of 300 million euro. This facility has been provided by a syndicate of six banks: RBS AMRO Bank, ING Bank, Rabobank, KBC Bank, Commerzbank and LBLux. This multi-currency credit facility comprises a term credit facility of 70 million euro and 20 million British pounds and a revolving credit facility of 200 million euro. Both facilities have a term of five years. The credit facility includes a change of control clause. The term credit facility has been drawn in full. The revolving credit facility will be used to finance the working capital during the year and acquisitions. As at 31 December 2009 80 million euro of this facility had been drawn (2008: 80 million euro). The interest has been fixed via interest rate swaps and as at 31 December 2009 averaged 4.9% (2008: 4.8%). Additional credit facilities In addition to the syndicated credit facilities described above the Group also has a number of uncommitted, bilateral credit and warranty facilities at its disposal amounting to around 200 million euro, and 525 million euro respectively. Conditions and repayment schedule Other bank loans and finance lease liabilities have been agreed against generally accepted conditions. The average remaining term is 2.8 years (2008: 3.3 years) and the average interest of the liabilities outstanding for more than one year is 4.5% (2008: 5.7%). Property, plant and equipment with a carrying amount of 13.0 million euro (2008: 16.1 million euro) have been provided as security for bank loans. 109

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Finance lease liabilities 2009 2008 Principal < 1 year 4,197 4,144 Principal 1 5 years 10,742 12,515 Principal > 5 years 1,456 1,744 16,395 18,403 Interest < 1 year Interest 1 5 years Interest > 5 years (264) (351) (903) (2,163) (103) (81) (1,270) (2,595) Present value of the minimum lease payments < 1 year 3,933 3,793 Present value of the minimum lease payments 1 5 years 9,839 10,352 Present value of the minimum lease payments > 5 years 1,353 1,663 Total 15,125 15,808 21 Employee benefits 2009 2008 Present value of unfunded obligations 129,324 118,296 Present value of funded obligations 231,830 211,357 Fair value of plan assets 361,154 329,653 (210,642) (184,220) Present value of net obligations 150,512 145,433 Unrecognised actuarial gains and losses (12,131) (5,255) Unrecognised past service costs (1,059) (1,155) Asset ceiling 177 Recognised liability for defined benefit plans 137,322 139,200 Liability related to jubilee events 7,162 7,362 Total 144,484 146,562 The plan assets comprise: 2009 2008 Shares 33% 31% Bonds and receivables 67% 69% Total 100% 100% 110

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Movements in the liabilities for defined benefit plans 2009 2008 Liabilities for defined benefit plans as at 1 January 329,653 633,022 Adjustment of purchase price/fair value 115 Assumed in a business combination 1,566 Benefits paid (16,500) (22,296) Current service cost and interest 28,214 30,069 Contributions participants 2,662 2,220 Actuarial gains and losses 13,019 27,585 Adjustment to pension benefits 390 Curtailment and settlement 3,846 (342,785) Effect of movements in exchange rates 145 (118) Liability for defined benefit plans as at 31 December 361,154 329,653 Movements in the fair value of plan assets 2009 2008 Fair value of plan assets as at 1 January 184,220 589,190 Contributions paid 16,125 9,890 Benefits paid (10,388) (17,239) Expected return on plan assets 11,290 18,777 Actuarial gains and losses 5,899 (62,759) Curtailment and settlement 3,496 (353,639) Fair value of plan assets as at 31 December 210,642 184,220 The employer contributions to be paid to funded defined benefit plans in 2010 amount to about 12 million euro. Expenses recognised in the profit and loss account 2009 2008 Current service costs 9,811 7,681 Interest on obligation 18,403 22,388 Expected return on plan assets (11,290) (18,777) Amortisation of actuarial gains or losses 244 21,581 Amortisation of past service costs 96 96 Movement in asset ceiling (177) (20,721) Adjustment to pension benefits 390 Curtailment, settlement and other 367 1,507 Total 17,454 14,145 The expense is recognised under the following items in the profit and loss account: 2009 2008 Personnel expenses 10,341 10,534 Finance expenses 18,403 22,388 Finance income (11,290) (18,777) Total 17,454 14,145 Actual return on plan assets 17,189 (43,982) 111

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Actuarial assumptions The principal actuarial assumptions on the balance sheet date (in weighted averages) are as follows: 2009 2008 Discount rate 5.2% 5.8% Expected return on plan assets 6.2% 5.6% Future salary increases 2.4% 2.5% Future pension increases 2.1% 2.3% The expected return from fund investments is determined taking into account the expected long-term return on the plan investments and taking into account the spread of the investments over the different investment criteria, such as shares, bonds, etc., as well as the anticipated material changes in the relationship between the different investment categories in the near future. Historical information 2009 2008 2007 2006 2005 Present value of the defined benefit plan obligations 361,154 329,653 633,022 716,073 595,951 Fair value of the plan assets (210,642) (184,220) (589,190) (596,788) (437,382) Deficit of the pension plans 150,512 145,433 43,832 119,285 158,569 Experience adjustments 2009 2008 2007 2006 Arising on the liabilities for defined benefit plans (109) (5,837) (7,102) 10,047 Arising on plan assets (5,899) 62,759 10,030 (435) The Group contributes towards a number of defined benefit 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 service. A (conditional) indexing of pension payments is applicable for some plans. In the main such plans are applicable in the Netherlands, Germany and Belgium. Most of the Dutch employees participate in an industry-wide pension scheme organised by the Pensioenfonds Metaal en Techniek. This scheme s benefits include a life-long pension (from age 65) and a next of kin (or survivor s) pension in accordance with a conditional indexed average salary system. It is not possible to calculate the present value of Imtech s 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 branch pension plan is, therefore, classified as a defined contribution plan. Based on the guidelines and principles of the industry-wide pension fund, the degree of cover (investments divided by liabilities) amounts to 101% at the end of 2009 (end of 2008: 87%). The industry-branch pension fund has submitted a recovery plan to De Nederlandsche Bank. According to this recovery plan, which has now been approved by the Nederlandsche Bank, for a period of five years the accumulated pension will not be increased and during this recovery period the contribution will gradually be increased to 18% of the salary. The aim of these measures is to achieve the required degree of cover of 105%, after which time the indexing can be revised and the contribution reduced. 112

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 22 Provisions Warranties and claims Restructuring Recovery costs Total As at 1 January 2008 13,409 619 2,702 16,730 Assumed in a business combination 903 903 Provisions made during the year 6,892 1,640 286 8,818 Provisions used during the year (2,124) (280) (165) (2,569) Provisions released during the year (2,299) (332) (2,631) Effect of movements in exchange rates (178) (92) (144) (414) As at 31 December 2008 16,603 1,555 2,679 20,837 Non-current 2,389 407 1,572 4,368 Current 14,214 1,148 1,107 16,469 16,603 1,555 2,679 20,837 As at 1 January 2009 16,603 1,555 2,679 20,837 Assumed in a business combination 302 356 658 Provisions made during the year 2,135 4,170 250 6,555 Provisions used during the year (4,851) (4,463) (49) (9,363) Provisions released during the year (3,270) (3,270) Effect of movements in exchange rates 166 33 38 237 Stand per 31 december 2009 11,085 1,651 2,918 15,654 Non-current 1,679 208 1,848 3,735 Current 9,406 1,443 1,070 11,919 11,085 1,651 2,918 15,654 Warranties and claims The provision for warranty liabilities relates primarily to projects completed during the 2008 and 2009 financial years. 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 claims have been made against the Group, which are being contested rigorously. A provision has been formed for the expected costs related to claims. Settlement of these claims could take several years. 23 Trade and other payables Note 2009 2008 Trade payables 545,180 568,559 Other liabilities and accrued expenses 415,409 395,815 Derivatives at fair value 24 4,531 254 Total 965,120 964,628 24 Financial instruments In the context of normal business operations the Group faces credit, liquidity, currency and interest rate risks. If considered necessary the risk of fluctuations in exchange rates and interest rates is hedged using derivative financial instruments. 113

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Credit risk The Board of Management has drawn-up a credit policy and the credit risk is monitored constantly. Where necessary, customers are subjected to a credit check. On the balance sheet date there were hardly any substantial concentrations of credit risk. The carrying amount of the financial assets represents the maximum credit risk and was on the balance sheet date: 2009 2008 Non-current receivables 15,367 22,651 Trade receivables 845,012 875,286 Other receivables 120,081 112,308 Cash and cash equivalents 109,407 101,765 Total 1,089,867 1,112,010 On the balance sheet date the aging of the trade receivables was as follows: 2009 2008 Gross Provision Gross Provision Not past due 560,152 11,667 561,430 9,420 Past due 1 to 60 days 123,189 3,071 170,307 2,484 Past due 61 to 180 days 50,685 3,912 61,364 7,089 Past due 181 days to one year 46,818 6,354 22,679 2,595 Past due more than one year 152,468 63,296 144,318 63,224 Total 933,312 88,300 960,098 84,812 The category more than one year concerns mainly activities for which such an aging is common. Movements in the provision for doubtful trade receivables during the year were as follows: 2009 2008 As at 1 January 84,812 89,160 Assumed in a business combination 478 1,044 Provisions made during the year 12,505 7,491 Provisions used during the year (7,666) (11,367) Provisions released during the year (1,985) (1,279) Effect of movements in exchange rates 156 (237) As at 31 December 88,300 84,812 Liquidity risk The principle of the liquidity risk management is to maintain, in so far as it is possible, sufficient liquidity to be able to meet the current and future liabilities. The Group has committed credit facilities totalling 565 million euro at its disposal. The Group also has uncommitted funds amounting to 200 million euro at its disposal. 114

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The contractual maturities of the financial liabilities, including interest payments, are as follows: Carrying Contractual 6 12 amount cash flows < 6 months months 1 2 years 2 5 years > 5 years 31 December 2009 Non-derivative financial liabilities Bank loans 346,259 366,321 6,286 8,686 246,593 99,910 4,846 Finance lease liabilities 15,125 15,831 3,427 1,900 3,474 6,100 930 Bank overdrafts 167,749 167,749 167,749 Trade and other payables 960,589 960,589 894,585 45,852 12,589 3,633 3,930 Derivative financial liabilities Interest rate swaps 19,359 19,611 4,202 4,202 8,404 2,803 Forward currency contracts 4,533 5,719 5,698 19 2 Total 1,513,614 1,535,820 1,081,947 60,659 271,062 112,446 9,706 31 December 2008 Non-derivative financial liabilities Bank loans 351,918 402,863 12,594 11,079 22,744 349,397 7,049 Finance lease liabilities 15,808 16,995 3,325 1,804 3,466 6,958 1,442 Bank overdrafts 178,694 178,694 178,694 Trade and other payables 964,374 964,374 898,301 33,871 21,283 7,434 3,485 Derivative financial liabilities Interest rate swaps 11,472 12,697 1,603 1,696 3,543 5,855 Forward currency contracts 254 265 157 108 Total 1,522,520 1,575,888 1,094,674 48,558 51,036 369,644 11,976 Currency exchange rate risks The currency exchange rate risks faced by the Group arise from both purchases and sales, including contracts with customers related to projects to be executed, and financing liabilities expressed in currencies other than the functional currency of the Group entities, predominantly the euro and the British pound. Virtually all purchases and sales take place in the functional currency. Almost all purchases and sales in a currency other than the functional currency are hedged via forward currency contracts. The Group classifies forward currency contracts as cash flow hedges and states them at fair value. The outstanding forward currency contracts for the US dollar, the British pound and the euro on the balance sheet date can be specified as follows: Forward currency contracts Local currency (in thousands) 2009 2008 Purchase Sale Purchase Sale USD 21,039 21,251 11,432 13,045 EUR 5,397 5,439 6,909 9,740 GBP 3,980 3,895 4,161 691 At the end of 2007 the Group arranged a loan of 20 million British pounds. This loan is intended as an economic hedge of the translation effect of the results of the British subsidiaries. The translation risk relates primarily to the Swedish and British subsidiaries and is not hedged. 115

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS The most important exchange rates during the financial year were: Euro Rate on balance sheet Average rate date 2009 2008 2009 2008 GBP 1 1.12 1.25 1.13 1.05 SEK 1 0.09 0.10 0.10 0.09 USD 1 0.72 0.68 0.69 0.71 Interest rate risk The objective of the Group s policy is to have a fixed interest rate profile of the net debt position on the balance sheet date. To this end the Group has arranged interest rate swaps in both euro and British pound for which hedge accounting is applied. The term of the interest rate swaps is the same as the syndicated bank loan. On 31 December 2009 the Group had undertaken interest rate swaps with a reference amount of around 426.3 million euro (2008: 425.5 million euro), consisting of 415.0 million in euro and 10.0 million in British pounds (2008: 415.0 million in euro and 10.0 million in British pounds). The Group classifies interest rate swaps as cash flow hedges and states them at fair value. On the balance sheet date the interest rate profile of the Group s interest-bearing financial instruments was as follows: 2009 2008 Instruments with a fixed interest rate Finance lease receivables (non-current and current) 10,166 11,506 Other non-current receivables (including current portion) 11,125 8,307 Secured bank loans (22,260) (20,140) Unsecured bank loans (2) (7,270) Finance lease liabilities (15,125) (15,808) Total (16,096) (23,405) Instruments with a variable interest rate Cash and cash equivalents 109,407 101,765 Secured bank loans (3,312) (5,920) Unsecured bank loans (320,685) (318,588) Bank overdrafts (167,749) (178,694) Total (382,339) (401,437) A 1% change in the interest rate as per balance date would mean the result and shareholders equity would increase or decrease by the amounts shown below. These figures assume that all other variables, and currency exchange rates in particular, remain constant. Tax effects have also not been taken into account. 116

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Sensitivity analysis Result Shareholders equity Amount 1% increase 1% decrease 1% increase 1% decrease 31 December 2009 Instruments with a variable interest rate: Current (59,697) (597) 597 Non-current (322,642) (3,226) 3,226 Total (382,339) (3,823) 3,823 Interest rate swaps non-current 426,300 4,263 (4,263) 9,507 (9,507) Cash flow sensitivity (net) 43,961 440 (440) 9,507 (9,507) 31 December 2008 Instruments with a variable interest rate: Current (78,670) (787) 787 Non-current (322,767) (3,228) 3,228 Total (401,437) (4,015) 4,015 Interest rate swaps non-current 425,500 4,255 (4,255) 13,119 (13,119) Cash flow sensitivity (net) 24,063 240 (240) 13,119 (13,119) The interest rate swaps undertaken in 2009 amount to 426.3 million euro and virtually match the drawn portion of the syndicated bank loan (436.0 million euro), which means the interest related to this portion is fixed. The position in respect of the cash, cash equivalents and bank overdrafts, which have variable interest rates and are not hedged, fluctuated throughout the year as the need to finance working capital changed. Capital management To safeguard the Company s future the Group strives for a financially sound foundation. To this end as much use as possible is made of the available credit facilities. The Group does not have an explicit target with regard to return on capital employed. The Group defines capital as shareholders equity. It does strive for an operational EBITA margin of 6%. The target for 2012 is annual revenue of 5 billion euro. In 2008 there were no changes to the capital management approach. The Group operates a share scheme for the Board of Management and each year grants share options to a select group of employees. The number of shares needed to cover these schemes is purchased. The Group and its subsidiaries are not subject to capital requirements. 117

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Fair value The summary below shows the carrying amounts of the financial instruments: Carrying Carrying amount 2009 amount 2008 Assets recognised at fair value Forward currency contracts used for hedging: Assets (non-current) 7,343 Assets (current) 278 587 278 7,930 Assets recognised at amortised cost Finance lease receivables 1 10,166 11,506 Other non-current receivables 1+2 11,125 8,307 Trade and other receivables 3 958,891 982,502 Cash and cash equivalents 109,407 101,765 1,089,589 1,104,080 Liabilities recognised at fair value Interest rate swaps used for hedging: Liabilities (non-current) Forward currency contracts used for hedging: Liabilities (current) Liabilities (non-current) (19,359) (11,472) (4,531) (254) (2) (23,892) (11,726) Liabilities recognised at amortised cost price Finance lease liabilities 1 Bank loans 1+2 Trade and other payables 2 Bank overdrafts (15,125) (15,808) (346,259) (351,918) (960,589) (964,374) (167,749) (178,694) (1,489,722) (1,510,794) 1 2 3 Non-current and current. Excluding derivatives (shown separately). Excluding current portion of the non-current receivables and derivatives. The carrying amount of the financial instruments was the same as the fair value on the balance sheet date. Estimation of the fair value The most important methods and principles applied when estimating the fair value of financial instruments included in the summary are described below. Derivatives Interest rate swaps and forward currency contracts are valued on the basis of their quoted market price or by discounting the difference between the contracted and actual forward price for the remaining term. When applying present value techniques the future cash flows are based on the management s best estimates and the interest rate is a market-related rate for a comparable instrument as at the balance sheet date. Loans The fair value is calculated on the basis of the discounted future repayments and interest expenses. 118

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Finance lease receivables and liabilities The fair value is estimated on the present value of the future cash flows discounted against the interest rate for homogenous lease agreements. The estimated fair value reflects changes in the interest rate. Trade and other receivables / trade and other payables The nominal value of receivables and liabilities that fall due within one year is assumed to reflect the fair value. All other receivables and liabilities are made current to determine the fair value. Assets and liabilities recognised in the balance sheet Changes in the fair value of forward currency contracts with which monetary assets and liabilities stated in foreign currencies are hedged in an economic sense and for which hedge accounting is not applied are recognised in the profit and loss account. Both the changes in the fair value of the forward contracts and the currency translation differences relevant to the monetary items are recognised under net finance result. The carrying amount of the financial instruments equals the fair value as at the balance sheet date. Fair value hierarchy The table below lists the financial instruments recognised at fair value by valuation method. The various methods can be defined 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 specified under level 1 and that is verifiable 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 verifiable market data (non-verifiable input). 31 December 2009 Level 1 Level 2 Level 3 Total Forward currency contracts used for hedging: Assets (current) Liabilities (current) Liabilities (non-current) 278 278 (4,531) (4,531) (2) (2) Interest rate swaps used for hedging: Liabilities (non-current) (19,359) (19,359) (23,614) (23,614) 31 December 2008 Forward currency contracts used for hedging: Assets (non-current) Assets (current) Liabilities (current) 7,343 7,343 587 587 (254) (254) Interest rate swaps used for hedging: Liabilities (non-current) (11,472) (11,472) (3,796) (3,796) 119

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 25 Operating lease contracts Lease contracts whereby the Company is the lessee The amounts owing in respect of non-cancellable operating lease contracts mature as follows: 2009 2008 < 1 year 80,011 74,222 1 5 years 174,248 167,549 > 5 years 51,763 52,154 Total 306,022 293,925 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 2009 financial year a liability of 86.4 million euro was recognised in the profit and loss account for operating leases (2008: 78.3 million euro). 26 Related parties Identity of related parties There is a related party relationship between the Group and its subsidiaries, Stichting Pensioenfonds Imtech, associates, joint ventures and their managing directors and supervisory directors. Other transactions with related parties Associates During 2009 associated companies purchased goods and services from the Group for an amount of 8.9 million euro. Transactions with associated companies are conducted at arm s length. On 31 December 2009 associates owed the Group 3.1 million euro (2008: 9.0 million euro). Joint ventures During 2009 joint ventures purchased goods and services from the Group for an amount of 10.4 million euro (2008: 2.5 million euro). On 31 December 2009 joint ventures owed the Group 3.5 million euro (2008: 2.0 million euro). Transactions with joint ventures are conducted at arm s length. 120

COMPANY BALANCE SHEET OF IMTECH N.V. In thousands of euro, before appropriation of profit 31 December 2009 31 December 2008 Assets 1 Property, plant and equipment 80 2 Intangible assets 159,818 146,601 3 Investments in and receivables from Group companies 1,018,508 898,426 4 Other financial fixed assets 1 876 Total fixed assets 1,178,327 1,045,983 5 Receivables 25,291 30,600 Cash and cash equivalents 1,496 3,039 Total current assets 26,787 33,639 Total assets 1,205,114 1,079,622 Shareholders equity 6 Share capital 65,670 64,528 7 Share premium reserve 34,978 36,120 8 Other reserves 271,190 181,946 9 Unappropriated result 126,215 113,341 Shareholders equity 498,053 395,935 Liabilities 10 Provisions 14,981 14,922 11 Non-current liabilities 316,450 307,809 Total non-current liabilities 331,431 322,731 Owed to banks 323,843 316,504 Owed to Group companies 7,066 2,208 12 Other liabilities 44,721 42,244 Total current liabilities 375,630 360,956 Total shareholders equity and liabilities 1,205,114 1,079,622 COMPANY PROFIT AND LOSS ACCOUNT OF IMTECH N.V. In thousands of euro 2009 2008 Result from participations after taxation 158,750 131,907 Other income and expenses after taxation (32,535) (18,566) 126,215 113,341 121

NOTES TO THE COMPANY BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF IMTECH N.V. In thousands of euro, unless stated otherwise Principles of valuation for the financial statements In determining the principles for the valuation of assets and liabilities and the determination of result for its company financial statements, the Company has made use of the option offered in Article 2:362 Clause 8 of the Dutch 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 financial statements are the same as those applied for the consolidated financial statements. Participations over which a significant influence 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 financial statements (see pages 83 to 89). 1 Property, plant and equipment 2009 2008 Carrying amount on 1 January 80 242 Depreciation (80) (162) Carrying amount on 31 December 80 Specified as follows: Cost 809 809 Cumulative depreciation 809 729 2 Intangible assets Goodwill Other intangible assets Total Carrying amount as at 1 January 2009 146,177 424 146,601 Adjusted purchase price 35 35 Investments 11,319 2,301 13,620 Amortisation (438) (438) Carrying amount as at 31 December 2009 157,531 2,287 159,818 Specified as follows: Cost 159,437 3,121 162,558 Cumulative amortisation and impairment (1,906) (834) (2,740) 3 Participations in and receivables from Group companies 2009 2008 Shares 1,012,826 871,229 Receivables 5,682 27,197 Total 1,018,508 898,426 Shares Shares are stated at the net asset value and the movement was as follows: 2009 2008 Balance as at 1 January 871,229 493,683 New participations 39,379 51,920 Increase in participations 6,859 278,971 Deconsolidation (559) 3,279 Results 158,750 131,907 Dividends received (80,127) (62,708) Effect of changes in exchange rates 22,456 (30,973) Movement in hedging reserve of participations (8,027) Other movements 2,866 5,150 Balance as at 31 December 1,012,826 871,229 122

NOTES TO THE COMPANY BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF IMTECH N.V. A list of group companies and other participations compiled in accordance with Article 379, Book 2 of the Dutch Civil Code has been filed at the Commercial Registry Office in Rotterdam. 4 Other financial fixed assets 2009 2008 Securities 1 1 Derivatives at fair value 334 Deferred tax assets 541 Total 1 876 5 Receivables 2009 2008 Receivables from Group companies 16,123 14,486 Taxes and social security premiums 268 469 Other receivables and accruals 8,900 15,645 Total 25,291 30,600 6 Issued capital On 31 December 2009 the number of outstanding ordinary shares with a nominal value of 0.80 euro was 78,376,728 (2008: 77,462,396). On 31 December 2009 the issued capital amounted to 82,087,483 ordinary shares (2008: 80,659,647) of which 3,710,755 (2008: 3,197,251) were held by the Company to cover the obligations arising from the share scheme for the Board of Management and the share option scheme (see pages 97 and 95 respectively). 7 Share premium reserve 2009 2008 Balance as at 31 december 34,978 36,120 Comprises: Distribution subject to taxation 8,593 8,593 Distribution exempt from taxation 26,385 27,527 Total 34,978 36,120 In 2009 1.1 million euro was charged to the tax-free distributable share premium reserve (2008: nil) as a result of the stock dividend. 8 Other reserves 2009 2008 Balance as at 1 January 181,946 174,113 Profit appropriation 85,014 55,680 Purchased own shares (12,924) (16,506) Share options exercised in ordinary shares 4,976 2,502 Share-based payments 3,555 2,385 Movements in hedge reserve of participations (14,116) (2,608) Effect of movements in exchange rates on the valuation of participations 22,739 (33,620) Balance as at 31 December 271,190 181,946 The legal reserves included in the other reserves are immaterial. The purchase price of the repurchased shares has been deducted from the other reserves. At the end of 2009 the translation reserve amounted to 19.1 million euro negative (2008: 41.9 million euro negative). 123

NOTES TO THE COMPANY BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF IMTECH N.V. 9 Unappropriated result Proposed appropriation of profit: 2009 2008 Dividend payable on ordinary shares 50,161 45,703 Added to the other reserves 76,054 67,638 Total 126,215 113,341 10 Provisions Deferred tax liabilities Pensions Warranties and claims Total Balance as at 1 January 2008 2,394 4,598 7,012 14,004 Additions 5,000 5,000 Withdrawals (2,394) (1,608) (80) (4,082) Balance as at 31 December 2008 7,990 6,932 14,922 Balance as at 1 January 2009 7,990 6,932 14,922 Additions 968 968 Withdrawals (860) (49) (909) Balance as at 31 December 2009 968 7,130 6,883 14,981 11 Non-current liabilities 2009 2008 Syndicated bank loans 298,164 297,439 Derivatives at fair value 18,286 10,370 Total 316,450 307,809 12 Other liabilities 2009 2008 Taxes and social security premiums 7,820 3,717 Various liabilities 36,901 38,527 Total 44,721 42,244 Contingent liabilities 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 Dutch Civil Code. In addition, Imtech N.V. has provided separate warranties as additional security on behalf of subsidiaries relating to the fulfilment of specifically defined 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 filed at the Commercial Registry Office. On the balance sheet date the liabilities of these subsidiaries amounted to 520 million euro (2008: 558 million euro). Imtech N.V. is also jointly and severally liable for the debts of its subsidiaries by virtue of the credit and guarantee facilities. Finally, as the parent company of the fiscal unities with regard to income tax and VAT Imtech N.V. is severally liable for the tax liabilities of these fiscal unities. 124

NOTES TO THE COMPANY BALANCE SHEET AND PROFIT AND LOSS ACCOUNT OF IMTECH N.V. 13 Auditor s fees With reference to Section 2:382a of the Dutch Civil Code, KPMG has charged the following fees to the Company, its subsidiaries and other consolidated entities: 2009 2008 KPMG Accountants N.V. Other KPMG network Total KPMG KPMG Accountants N.V. Other KPMG network Total KPMG Audit of financial statements 1,027 1,993 3,020 1,076 1,833 2,909 Other audit services 126 84 210 43 116 159 Tax advisory services 650 650 641 641 Other non-audit services 335 215 550 330 989 1,319 Total 1,488 2,942 4,430 1,449 3,579 5,028 The members of the Board of Management have signed the annual report and financial statements in fulfilment of their legal obligations on the grounds of Article 2:101 Clause 2 of the Dutch 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 financial statements in fulfilment of their legal obligations on the grounds of Article 2:101 Clause 2 of the Dutch Civil Code. Gouda, 15 February 2010 Supervisory Board R.M.J. van der Meer G.J. de Boer-Kruyt E.A. van Amerongen A. van Tooren W.A.F.G. Vermeend A. Baan Board of Management R.J.A. van der Bruggen B.R.I.M. Gerner 125

OTHER INFORMATION To the Shareholders of Imtech N.V. AUDITOR S REPORT Report on the financial statements We have audited the accompanying financial statements 2009 of Imtech N.V., Gouda (statutory seat in Rotterdam). The financial statements consist of the consolidated financial statements and the company financial statements. The consolidated financial statements comprise the consolidated balance sheet as at 31 December 2009, the consolidated profit and loss account, the consolidated statement of recognised and unrecognised income and expenses, the consolidated summary of changes in shareholders equity, the consolidated cash flow statement for 2009 and a summary of significant accounting policies and other explanatory notes. The company financial statements comprise the company balance sheet as at 31 December 2009 and the company profit and loss account for 2009 and the notes. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity s preparation and fair presentation of the financial 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 entity s 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 financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Management s responsibility Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union and with Part 9 of Book 2 of the Dutch Civil Code, and for the preparation of the management board report in accordance with Part 9 of Book 2 of the Dutch Civil Code. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of the financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Opinion with respect to the consolidated financial statements In our opinion, the consolidated financial statements give a true and fair view of the financial position of Imtech N.V. as at 31 December 2009, and of its result and its cash flows 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 Dutch Civil Code. Opinion with respect to the company financial statements In our opinion, the company financial statements give a true and fair view of the financial position of Imtech N.V. as at 31 December 2009, and of its result for the year then ended in accordance with Part 9 of Book 2 of the Dutch Civil Code. Auditor s responsibility Our responsibility is to express an opinion on the financial statements based on our audit. We conducted our audit in accordance with Dutch law. This law requires that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. Report on other legal requirements Pursuant to the legal requirement under 2:393 sub 5 part f of the Dutch Civil Code, we report, to the extent of our competence, that the management board report is consistent with the financial statements as required by 2:391 sub 4 of the Dutch Civil Code. Rotterdam, 15 February 2010 KPMG ACCOUNTANTS N.V. P.W.J. Smorenburg RA 126

OTHER INFORMATION Statutory provisions regarding the appropriation of profit The regulations regarding the appropriation of profit 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 RBS or its legal successor, raised or lowered by two percent. If and for so far as the profit is insufficient 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 specifically for financing preference shares). If and for so far as this dividend also cannot be paid out of the reserves, profit booked in subsequent years must first be used to pay, in full, the deficit to holders of preference shares before any dividend may be paid on the financing preference shares or ordinary shares. Financing preference shares On every financing 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 official 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 financing 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 profit is insufficient to allow this dividend to be paid in full, the shortfall will be paid out of the reserve established specifically for this purpose. If and for so far as the dividend also cannot be paid out of this reserve, profit booked in subsequent years must first be used to pay, in full, the deficit owed to holders of financing preference shares (or be added to the reserve specifically established for this purpose) before any dividend may be paid on ordinary shares. Proposal regarding the appropriation of profit It shall be proposed to the General Meeting of Shareholders that the net profit of 126.2 million euro be appropriated as follows: 50.2 million euro as dividend to holders of ordinary shares, either in cash or shares, and the remaining 76.0 million euro to the other reserves. The dividend proposal is stated on page 12 of the Report of the Supervisory Board. Special statutory rights regarding control No individuals have a special statutory right regarding control of the Company. No profit-sharing certificates have been issued. Events after the reporting period In the context of its 2012 strategic growth plan, on 1 February 2010 the Group sold its non-core activities with a limited result on disposals in the field of fire extinguisher products and systems to the private equity specialist Bencis Capital Partners. The business units concerned were Saval (the Netherlands and Belgium) and Knowsley (UK). The companies that have been sold achieved revenue of approximately 36 million euro per annum with around 230 employees. Ordinary shares The Board of Management, with the approval of the Supervisory Board, decides how much of the profit remaining after the application of the above provisions will be reserved. The profit remaining after the application of these provisions is at the disposal of the General Meeting of Shareholders. 127

FUNCTION SUMMARY SUPERVISORY BOARD 1 R.M.J. (Rudy) van der Meer (64) Chairman, appointed in 2005, current term ends 2013, member of the Audit Committee, member of the Remuneration & Nomination Committee Former member of the Board of Management Akzo Nobel N.V. G.J. (Dien) de Boer-Kruyt (65) Appointed in 1999, current term ends 2011 Personal advisor; programmes for real leadership for commerce, government and science E.A. (Eric) van Amerongen (56) Appointed in 2002, current term ends 2010, Chairman of the Remuneration & Nomination Committee Former CEO Koninklijke Swets & Zeitlinger N.V. Supervisory Board memberships ING Bank Nederland N.V. and ING Verzekeringen Nederland N.V. Energie Beheer Nederland B.V. (Chairman) Gazelle Holding BV (Chairman) James Hardie Industries N.V. Supervisory Board memberships Sara Lee/DE N.V. Reed Elsevier N.V. Allianz Nederland Groep N.V. Supervisory Board memberships Thales Nederland (Chairman) HITT NV (Vice-chairman) Shanks Group Plc (senior independent non executive director) BT Nederland B.V. (Chairman) Essent N.V. Koninklijke Wegener N.V. ASM International N.V. Important additional functions Chairman of the Board Universiteitsfonds Delft Chairman of the Board Alumnivereniging TU Delft Important additional functions Supervisory Board member: National Register of Supervisory Board Members International Children Support Samsara, for Thailand s mountain people Important additional functions ANWB B.V., and member of the Supervisory Board Vereniging ANWB A. (Harry) van Tooren (62) Appointed in 2006, current term ends 2010, Chairman of the Audit Committee Former member of the Executive Committee ING Europe / Wholesale international W.A.F.G. (Willem) Vermeend (61) Appointed in 2007, current term ends 2011 Entrepreneur, Professor of European Fiscal Economics Universiteit Maastricht Supervisory Board memberships Hunter Douglas N.V. Supervisory Board memberships Randstad Holding N.V. Mitsubishi Motors Europe B.V. HSB Bouw Volendam Important additional functions Supervisory Board member Maasstad Ziekenhuis Important additional functions Supervisory Board member Erasmus Universiteit and Erasmus MC A. (Adri) Baan (67) Appointed in 2008, current term ends 2012, member of the Audit Committee Former Executive Vice President Koninklijke Philips Electronics N.V. Supervisory Board memberships Koninklijke Volker Wessels Stevin N.V. (Chairman) Wolters Kluwer N.V. (Chairman) Océ N.V. Dockwise Ltd. (Chairman) Important additional functions Senior Advisor Warburg Pincus UK Supervisory Board member Universiteit van Amsterdam Supervisory Board member Amsterdam Medisch Centrum Chairman of Stichting Resocialisatie en Begeleiding Criminele Jongeren BOARD OF MANAGEMENT EXECUTIVE COUNCIL 2 R.J.A. (René) van der Bruggen (62) Chairman Board of Management E.R. (Eric) van den Adel RA (47) General Manager Imtech Marine Group M.G.A. (Tijn) van Dommelen (43) General Manager Imtech ICT B.R.I.M. (Boudewijn) Gerner (58) Board member K.P.H. (Håkan) Bergkvist (58) General Manager Imtech Nordic A.F. (Jos) Graauwmans (52) Director Personnel & Organisation Age as at 1 January 2010. 1 All members of the Supervisory Board are Dutch nationals. 2 The members of the Board of Management are also members of the Executive Council. K. (Klaus) Betz (54) Chairman of the Board Imtech Deutschland B. (Bart) Bouwmeester MBA (42) General Manager Imtech Nederland J.A. (Jan) Casteleijn (60) General Manager Imtech Infra J. (Javier) Llanos Acuña (51) General Manager Imtech Spain M.E.J. (Mark) Salomons (48) Company Secretary J.M. (Jim) Steele (62) General Manager Imtech UK

2010 2005 2000 1995 1990 1985 1980 1975 1970 1965 1960 1955 1950 1945 1940 1935 1930 1925 1920 1915 1910 1905 1900 1895 1890 1885 1880 1875 1870 1865 1860 Imtech N.V. Quinterium Offices I Kampenringweg 45a 2803 PE Gouda P.O. Box 399 2800 AJ Gouda The Netherlands Telephone +31 182 54 35 43 Fax +31 182 54 35 00 info@imtech.eu www.imtech.eu Investors Relations Telephone +31 182 54 35 04 Fax +31 182 54 35 00 investors@imtech.eu www.investors.imtech.eu www.imtech.eu