shared success annual report 2004 - jaarverslag · order portfolio: 2,110 million euro (+ 1.2%) net...

Imtech N.V.

Quinterium Offices l

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

[email protected]

www.imtech.nl

Investor Relations

Telephone +31 182 54 35 04

Fax +31 182 54 35 00

[email protected]

www.investors.imtech.nl

S H A R E D S U C C E S S A N N U A L R E P O R T 2 0 0 4

IMTECH

N.V.

AN

NU

AL REPO

RT 2

00

4

KEY VALUES � Imtech is customer-driven.

Imtech offers customers high-quality total solutions via onecontact point. This allows cus-tomers to concentrate more on their own core activities.Imtech strives for long-termpartnerships with both cus-tomers and suppliers.

� Imtech is (financially) powerful,reliable and independent.Imtech is ambitious and is growing rapidly as a Europeantechnical service provider.

� The scope for entrepreneurshipthat exists at all levels of Imtechcreates innovative thinking,flexibility and speed.

� Imtech is an attractive employerwith motivated employees.This is reflected in professional-ism and quality. In addition,employees are given everyopportunity to develop further.

� Imtech is sincere and attachesconsiderable value to its respon-sibility towards the environ-ment and peoples’ safety andhealth.

MISSION � Imtech wants to offer customers

measurable added-value.� Imtech creates this value by

possessing an in-depth insightinto and knowledge of (theprimary processes of) thecustomer, by co-operating inten-sively with and for the customerand by offering a complete,integrated range of conceptsand services.

� Measurable added-value for ourcustomers generates value forour shareholders and providesan exciting and high-qualityworking environment for ouremployees.

HIGHLIGHTS� 2004: good year in far from simple market conditions:

� EBITA: 78.1 million euro (5.8%), organic + 2.6%*� Turnover: 2,067 million euro (– 1.5%) � Order portfolio: 2,110 million euro (+ 1.2%)� Net profit: 45.4 million euro (+ 3.2%)*� Earnings per share before amortisation of goodwill: 1.93 euro (+ 6.0%)*� Exceptional charge related to violation of the Dutch Competition Act: 8.0 million euro� Dividend level maintained: 1.07 euro per ordinary share

� Imtech is well-positioned for further growth in case of improving markets� Prospects 2005: further increase operating result in case of improving markets

* Before exceptional charge related to violation of the Dutch Competition Act.

PROFILE � Imtech N.V. is a European

technical service provider in the field of information &communication technology andelectrical and mechanicalengineering. With approximate-ly 13,000 employees, Imtechachieves an annual turnover ofmore than 2 billion euro.

� Imtech is able to offer customersmeasurable added-value byproviding high-quality totalsolutions. Imtech distinguishesitself through its pro-active,innovative and multidisciplinaryapproach and by offering one-stop shopping that covers theentire range from advice anddesign to construction, mainte-nance and management.

� Imtech holds strong positions inthe buildings, industry, marine,infrastructure and telecomsmarkets in Belgium, the UK,Germany, Luxembourg, theNetherlands and Spain and isactive in Eastern Europe as well.

� Imtech shares are listed on theEuronext Stock Exchange(Amsterdam), where Imtech isincluded in the AmsterdamSmalCap Index (AScX) and theNext 150 index.

This is a translation of the official Dutch Annual Report. In case of any

misinterpretation the official Dutch Annual Report is the valid version.

IMTECH’S CORE COMPETENCESImtech’s core competencies can best beillustrated by the Imtech competencepyramid shown here. Imtech covers:� three technologies: information

and communication technology,electrical engineering and mechan-ical engineering. Imtech’s compe-tence covers the entire spectrum ofthese technologies horizontally andvertically;

� five activities: advice, design (engi-neering), installation, maintenanceand management;

� five markets: buildings, industry,infrastructure, marine and tele-coms.

Information and communication tech-nology means the complete ICT trajec-tory. Some striking examples are: all therelevant services in the field ofInformation Technology, control tech-nology, platform automation, data andtelecommunications, Data Modelling,ICT infrastructures, infrastructureautomation, internet and intranetapplications, logistics automation,robotising, satellite communication,simulation technology and technicalautomation.

Electrical engineering means the entiregamut of electrical engineering solu-tions whatever the scale. Some strikingexamples are: electrical propulsion,energy technology, instrumentation,integrated security, building manage-ment, infrastructure technology, low,medium and high tension, measuringand control technology, access technol-ogy, system technology, traffic manage-ment, wind and solar energy.

Mechanical engineering means theentire spectrum of light and climatesolutions in every form. Some examplesworthy of mention are: HVAC (Heating,Ventilation and Air Conditioning), coldand heat storage, clean-room technolo-gy, energy management, heat technol-ogy, sprinkler technology, piping,process technology, fire extinguishertechnology and mechanical engineer-ing (process)installations.

The activities encompass the entireprocess: from advice and design (engi-neering) to installation, maintenance

and management, including cost,process, quality and safety and envi-ronmental control. The entire servicecolumn is covered in every market. As atechnical service provider Imtech isresponsible for the technologythroughout its entire life: multidiscipli-nary, pro-actively and innovatively.From design to commencement ofoperations, from new construction torenovation and management, through-out the entire life-cycle. As a specialistin Life Cycle Management and TotalCost of Ownership, Imtech helpscustomers manage on the basis of the integrated costs from design tomaintenance throughout the entireexploitation period. This enablesmeasurable added-value to be createdfor customers. Imtech also has goodbalance sheet positions, which engen-ders trust and guarantees continuity.

These technologies and activities arefocused on five markets. Each of thesemarkets has its own dynamic anddemands an individual marketapproach and specific process knowl-edge as well as technological expertiseand experience. Imtech serves the fol-lowing markets:

Buildings: including computer centres,distribution centres, financial centres,offices, laboratories, airport buildings,museums, parking garages, penal insti-tutions, leisure centres, stadiums,

stations, universities, colleges andschools, shopping centres, hospitalsand care establishments.

Industry: including the automotiveindustry, chemicals and petrochemi-cals, power stations, pharmaceuticals,machine building, environmentalprojects, the oil and gas industry, theanimal feed industry, the aircraftindustry, the food and confectioneryindustry.

Infrastructure: including pressure sew-erage systems, energy, airport infra-structure, rail (railway, tram andmetro), locks, transport and distribu-tion networks, tunnels, lighting, trafficmanagement, (waste)water treatmentand management.

Marine: including dredgers, navalvessels, luxury yachts, offshore plat-forms, passenger liners, cargo shipsand working vessels.

Telecoms: including mobile, cordlessand fixed telecoms and broadcastingnetworks for the transmission of voice,data, or image (GSM, GPRS, UMTS,optical, radio, TV, but also carrier classnetworks), indoor and satellite commu-nications and Wireless Fidelity (WiFi)networks for broadband internet.

ConsultancyConsultancy

SupervisionDesign

MaintenanceInstallation

MarineIndustryBuildings Infra Telecoms

ICT Mechanicalengineering

Electricalengineering

Imtech’s strategic competence pyramid

2

CONTENTS

3 Organisation, market segments and competencies4 Key figures6 Information about the Imtech share8 Preface Board of Management

10 Corporate Governance12 Report of the Supervisory Board14 Function summary (Supervisory Board,

Board of Management and Executive Council)

15 REPORT OF THE BOARD OF MANAGEMENT15 Imtech well-positioned for further growth17 Acquisitions17 Exceptional charge related to violation

of the Dutch Competition Act17 Dividend proposal18 Strategy20 Benelux26 Germany, UK and Spain31 ICT & Technology38 Financial position41 Risk management44 Personnel and organisation46 Socially Responsible Business48 Goals and prospects

49 ANNUAL ACCOUNTS49 Accounting principles52 Consolidated balance sheet54 Consolidated profit and loss account55 Consolidated cash flow statement56 Notes to the consolidated balance sheet62 Notes to the consolidated profit and loss account67 Notes to the consolidated cash flow statement68 Balance sheet69 Profit and loss account69 Notes to the balance sheet and profit and loss account

75 OTHER INFORMATION75 Auditor’s report75 Stichting Imtech76 Statutory provisions regarding the appropriation

of profits76 Proposal regarding the appropriation of profit76 Special statutory rights regarding control

77 CONSEQUENCES OF CHANGING TO IFRS77 Introduction77 Influence on the balance sheet78 Consolidated IFRS opening balance sheet80 Influence on the summary of results

3

LEGENDMarket segments

Buildings (including business services)IndustryMarineInfrastructureTelecoms

Competence pyramidElectrical engineeringICTMechanical engineering

A full list of Imtech N.V.

operating companies can be

obtained from the Chamber

of Commerce Rotterdam.

1 See inside back cover for

an overview of Imtech’s

competence pyramid.

ORGANISATION, MARKET SEGMENTS AND COMPETENCIES

Competencepyramid 1

Marketsegments

Competencepyramid 1

Marketsegments

BENELUXImtech ProjectsImtech Projects Noord-Oost B.V.Imtech Vonk B.V.Imtech Projects West B.V.Imtech Industry B.V.Farnest Engineering B.V.Imtech Utiliteit West B.V.Imtech Projects Zuid B.V.

Imtech MaintenanceImtech Maintenance B.V.

Imtech InfraImtech NettenbouwImtech InfratechniekInfra Engineering B.V.

Imtech BelgiumImtech Projects N.V.Imtech Maintenance N.V.Van Looy Group N.V.

Imtech LuxemburgPaul Wagner et Fils S.A. (60%)

GERMANY, UK AND SPAINImtech DeutschlandImtech Deutschland GmbH & Co. KGSchiffbau-Dockbautechnik Imtech ICT Deutschland GmbHDeutsche Van Rietschoten & Houwens GmbH

Imtech UKMeica Services Ltd.Meica Process Ltd.

Imtech EspañaImtech España Projects S.A.Imtech Intesa S.A. (75%)Imtech Novocalor S.A.

ICT & TECHNOLOGYImtech ICTImtech ICT Information Technology B.V.Imtech ICT Communication Solutions B.V.Imtech ICT Brocom B.V.Imtech ICT Consultancy B.V.BrightHouse Management B.V.Eniac B.V.Dirkzwager B.V. (54%)

Imtech TechnologySaval B.V.Knowsley SK Ltd.Ventilex B.V.Imtech Toegangstechniek B.V.WPS Parking Systems B.V.

Imtech Marine & OffshoreImtech Marine & Offshore B.V.Imtech Marine & Offshore Ltd.Imtech Marine & Offshore GmbHHDW – Hagenuk Schiffstechnik GmbHIHC Systems B.V. (50%)

Imtech TelecomImtech Telecom B.V.Imtech Telecom N.V. (België)Imtech Telecom GmbHImtech Telecom UK Ltd.Imtech Telecom Sweden AB

4

KEY FIGURES1

in million euro

TurnoverEBITAEBITOrder portfolioEBITA margin (%)Number of personnel

Net result from on-going activities

Discontinued activities (including book profit)Pension reimbursement after taxesExceptional charge related to the violation of the Dutch Competition Act

Net resultNet result

Cash flowShareholders’ funds at year endNet cash positionNet return on shareholders’ funds on 1/1 (%)Net return on average shareholders’ funds (%)Group capital : total liabilitiesLong-term capital : total fixed assetsCurrent assets : short-term debts (liabilities)Interest coverageNumber of issued ordinary shares in millions (at year end)Number of issued ordinary shares in millions (average)

Data per ordinary share with a nominal value of € 2.40 Cash flow 2

Net result before amortisation of goodwill 2

Net result 2

Shareholders’ fundsDividendPay-out in %

2,06778.173.4

2,1103.8

12,836

45

––

8

3737

60 324113

12.011.80.342.84 1.6510.2 26.0 25.9

2.33 1.931.44

12.431.07

61

2,09873.970.8

2,0863.5

13,100

44

––

–

4444

67311124

14.914.50.343.001.6911.525.925.8

2.611.821.70

12.021.07

63

2,00068.466.7

2,0883.4

13,780

42

––

–

4242

65295132

14.714.40.333.051.6913.325.825.8

2.501.681.61

11.441.07

66

1,77851.151.1

2,0002.9

14,375

39

7813

–

13061

149283154

14.317.20.314.001.75

–25.926.3

5.672.314.95

10.931.25

53

1,34047.547.5

1,6783.5

10,049

34

17413

–

22177

243428198

35.523.90.415.262.0917.326.926.5

9.182.898.32

15.941.25

44

2004 2003 2002 2001 2000

1 Because the history of Imtech in its current form is short, a ten-year summary would not be representative.2 Based on the average number of outstanding shares.

3 Before the exceptional charge related to the violation of the Dutch Competition Act.4 The figures for the years 2000 to 2002 have been adjusted for comparative purposes.

Items formerly accounted for as extraordinary income and charges no longer qualify as such.5 The figures for the activities sold during 2000 and 2001 and the reimbursement received from the pension fund in 2000 and 2001 have been excluded.6 Excluding extraordinary income and charges discontinued activities.

3

3

3

3

3

3

4

4

4

5

4, 5

4, 5

5

4, 5

5

5

6

6

6

6

6

5

4, 5

4, 5

5

4, 5

5

5

6

6

6

6

6

5

KEY FIGURES

1 The figures for the years 2000 through

2002 have been adjusted for comparitative

purposes.2 Before exceptional charge related to the

violation of the Dutch Competition Act.

100908070605040302010

EBITA 1 in million euro

47.5 51.1

68.473.9 78.1 2

2004

2003

2002

2001

2000

17,50015,750

14,00012,250

10,5008,7507,0005,2503,5001,750

Development FTEs 1

10,049

14,375 13,780 13,100 12,836

2004

2003

2002

2001

2000

2,5002,250

2,0001,7501,5001,250

1,000750500250

Turnover 1in million euro

1,340

1,7782,000 2,098 2,067

2004

2003

2002

2001

20002,5002,250

2,0001,7501,5001,250

1,000750500250

Order portfolio 1in million euro

1,678

2,000 2,088 2,086 2,110

2004

2003

2002

2001

2000

Infra

Marine

Telecoms

28%

Publicbuildings

Care

Commercialbuildings

Turnover per market segmentin %

18%

10%

17%

Industry

8%

7%

12%

ICT41%11%

2%

46%

Turnover per technologyin %

Mechanicalengineering

Other


Turnover per activityin %

Maintenance& Supervision

Consultancy &Engineering Other

Installation & Implementation

70%

19%7% 4%

ICT & Technology

Germany, UKand Spain

Benelux

35%

21% 44%

Turnover per clusterin %

ARTICLES OF ASSOCIATION All Imtech shares are registered shares that are traded viathe giro-based securities transfer system.The shares Imtechholds in its own capital are not included in the calculationof the amount to be paid-out as a dividend on shares.

DIVIDEND POLICYThe dividend policy remains to pay out 40% of the netresult excluding exceptional items. As in the precedingyears, the dividend proposal for 2004 deviates positivelyfrom this policy. The proposed pay-out, before exceptionalcharge related to the violation of the Dutch CompetitionAct, amounts to 61%.

DIVIDEND RETURNThe dividend return, based on the 2004 closing price,amounts to 4.1%.

LARGE SHAREHOLDERSThe latest known situation regarding the announced inter-ests pursuant to the Disclosure of Interests Act is as follows:

� Internationale-Nederlanden Groep N.V. (ING) 10.0%� Fortis Utrecht N.V. 6.1%� Smoorenburg B.V. 5.8%� AVIVA Plc / Delta Lloyd Verzekeringsgroep N.V. 5.2%� Delta Deelnemingen Fonds N.V. 5.2%� Tweedy, Browne Fund Inc. 5.1%

LIQUIDITY PROVIDERSABN AMRO Bank, F. van Lanschot Bankiers, ING Bank, RaboSecurities and Kempen & Co. act as Liquidity Providers forthe Imtech share. Although the Euronext criteria do not,strictly speaking, require Imtech to appoint LiquidityProviders for the fund, Imtech is of the opinion that anincreasing and orderly trade in its shares is very importantfor the company and its shareholders.

PURCHASED OWN SHARESIn the first half of 2004, 14,000 shares were sold by thecompany for a total price of 0.3 million euro. The sale wasconnected with the fact that more personnel options hadelapsed than had been granted. The number of exercisedpersonnel options amounted to 171,000. Including theshares purchased in previous years this covers theobligations related to personnel options granted up to and including 2004 (on balance a total of 837,000). In 2004no shares were purchased.

INVESTOR RELATIONSImtech believes in active and open communication withinvestors and analysts in order to clarify its strategy,financial results and current state of affairs. To support abalanced valuation of the share and a wider distribution of shareholdings, in 2004 a considerable number ofpresentations was given to analysts and institutional andprivate investors. In May a special meeting for investors

6

INFORMATION ABOUT THE IMTECH SHARE

THE SHARE IN 2004

2004

26.1716.6525.95

4.118.0

37,14626,049,54925,948,716

2003

20.5810.2020.58

5.212.1

52,45825,864,54925,828,966

2002

25.7012.5112.57

8.57.8

35,39125,823,54925,842,216

in euro

Highest priceLowest priceClosing priceDividend return on closing price in %Price/earnings ratio (at year end)Ordinary shares traded (average number per day)Number of issued ordinary shares (at year end)Number of issued ordinary shares (average)

� Stock exchanges Euronext, Amsterdam / Seaq, London / Xetra, Frankfurt� Industry Engineering Contractors (classification number FTSE: 20-264)� Number of subscribed shares 26,886,549� Number of issued shares 26,049,549

INFORMATION ABOUT THE IMTECH SHARE

7

and others interested in the Imtech share was organised inthe Thomassen Tunnel (formerly the Calandtunnel) nearRotterdam. Imtech was responsible for the total technologyin the tunnel. In November a special analysts meetingconcerning Imtech’s position in Belgium was organised forfinancial analysts in Brussels. The development of thisposition and relevant market developments were discussed.Also in November Imtech gave a presentation during thestock exchange’s ‘Day of the Share’. Extensive informationregarding strategy, press releases, analysts’ presentationsand financial data can be found on the Imtech website(www. imtech.nl). Imtech strives to profile its activities andstrategy in the clearest and most transparent way possible.To this end, for the past few years Imtech has presented awebcast of its (half) yearly figures via its website.

IMTECH OUT OF MIDKAP-INDEXAt reweighing the Euronext indices as per 1 March 2005,Imtech will disappear out of the Midkap-index (AMX) and beintroduced in the new Amsterdam SmallCap Index (AScX).This is caused by the relatively low trading volume. Largeblocks are held by institutional investors, who consider theImtech share attractive based on share price developmentand dividend return.

INTERNAL RULES REGARDING INSIDER KNOWLEDGEWithin Imtech the code of conduct regarding the reportingand regulation of transactions in Imtech N.V. shares isapplicable to the Supervisory Board, the Board ofManagement, the Executive Council and other specifiedpersons including corporate staff, operating companymanagement and a number of permanent consultants.The company Secretary has been appointed ComplianceOfficer and is charged with monitoring compliance withthe code of conduct and communicating with the DutchAuthority on Financial Markets.

FINANCIAL CALENDAR� 18 April 2005

General Meeting of Shareholders � 20 April 2005

Quotation ex-dividend � 26 April 2005

Dividend made payable � 16 August 2005

Publication of half-yearly results 2004, press conferenceand analysts’ meeting

� 28 February 2006Publication of annual figures 2005, press conferenceand analysts’ meeting

� 11 April 2006General Meeting of Shareholders

2002

2003

2004

50

60

70

80

90

100

110

120

Share price trend ImtechShare price trend Midkap

Imtech vs. Midkap index share price trend(January 2002 through December 2004 based on average weekly price)

THE STRATEGY PROVES ITS WORTH Imtech can look back on a good year. Although the econo-mic conditions in a number of countries were not alwaysfavourable, a higher result was achieved – definitely a satis-factory performance considering the market conditions incertain market segments. Net profit was 45.4 million euro,an increase of 3.2%. At 78.1 million euro the operatingresult before amortisation of goodwill (EBITA) rose by 5.8%with 2.6% hereof being organic. Earnings per share beforeamortisation of goodwill rose by 6.0% to 1.93 euro. Thesefigures do not incorporate the exceptional charge relatedto the violation of the Dutch Competition Act. This devel-opment proves that the strategic choices made in recentyears were the right ones. As far as the near future isconcerned, this strategy means that when markets pick-up,Imtech is well positioned for further growth.

STRATEGIC VISION Over the past few years Imtech has developed into aEuropean multidisciplinary technical service provider ofsubstance. This has gained the company considerableexpertise in technologies, techniques and services relatedto information and communication technology, electricalengineering and mechanical engineering. Expertise that isdistributed across several geographical markets: Belgium,Germany, Luxembourg, the Netherlands, the UK and Spainplus several Eastern European countries. In recent yearsImtech has also increasingly developed into a leadingspecialist in high-value niche markets. In ICT, for example,and as a full service contractor with high added-value inthe international marine market and in the field of energymanagement and maintenance. This broad offering ofhigh-tech skills coupled with a wide geographical spreadprovides a solid foundation. The deepening of specialisedtechnologies also strengthens our market positions andoffers scope for margin growth.

THE ACTIVITIES IN 2004

In the Netherlands the buildings market worsened yetagain. As stated last year, Imtech has moved its focus awayfrom the office market and towards projects in the careand education sectors. This choice proved to be the rightone, because it was these market segments that showed aclear increase in investment in 2004 – a trend that isexpected to continue in the coming years. Another growthmarket is the market for security provisions, for whichImtech Security has been established and in which Imtechoccupies a strong position. The Dutch market for infra-structure projects also worsened in 2004 compared withprevious years although it did show some signs of recoveryin the second half of the year and, it is forecast, will continueto improve in 2005. In the coming period the DutchGovernment is expected to reach decisions regarding theimplementation of new infrastructure projects. Imtech willposition itself in the infrastructure market more as aknowledge company. Our position in the rail (railway, tramand metro) infrastructure market was strengthened.

In Belgium the streamlining of the organisation began tobear fruit. Increased competitiveness compensated for thedifficult market conditions and pressure on prices in thebuildings market. The market in Belgium improved, partlydue to the expansion of the EU, and Imtech carried out several projects in Belgium. In Luxembourg too theexpansion of the EU provided a stimulus in an otherwisereticent market.

Despite having to cope with a continuing economic head-wind, the results in Germany showed a positive growth forthe seventh year in succession – a good performance. Thesituation in the buildings market remained difficult, whichis why Imtech Deutschland concentrated more, and suc-cessfully, on activities in the industry market. The expan-sion into a number of Eastern European countries also pro-ceeded according to plan.

The activities in the UK and Spain also developed positively.England performed well and in the growing market forwaste water treatment was awarded a large contract(300 million euro) in Wales. In Spain the strategy ofbroadening the regional coverage proved its worth. Thenew regional office in Valladolid performed well.

8

PREFACE BOARD OF MANAGEMENT

R.J.A. (René) van der Bruggen, Chairman B.R.I.M. (Boudewijn) Gerner

PREFACE BOARD OF MANAGEMENT

Within the ICT & Technology cluster, under slightlyimproved market conditions, the ICT activities proved theimportance of good positioning in the different relevantmarkets. Under conditions that were not always ideal,these activities performed better than in the precedingyears. To underline the importance of good positioning, in2004 the ICT activities were once again strengthenedthrough acquisitions. The Technology activities did notperform as well as in the previous year, but are in a goodposition for growth. The Marine activities, which are fastbecoming more and more international, once againshowed an upward line. Here too an acquisition providedinternational reinforcement. In the Telecoms marketgrowth was achieved in every country.

REGULATIONSGood progress was made with the implementation of theDutch Corporate Governance Code. We also carried out athorough investigation of the effects of the introduction ofthe IFRS, which will become apparent in the 2005 AnnualAccounts. Thus far the conclusion is that this will meanlimited shifts for Imtech. In anticipation of the expectedNMa fine (Dutch Competition Authority) in respect ofviolation of the Dutch Competition Act by some Dutchsubsidiaries in the period before the end of 2001, anexceptional charge of 8 million euro has been accountedfor in the 2004 result. These contraventions were related to the preliminary consultation during tenderswhich, at that time, was commonplace in the Dutchinstallation sector. Imtech co-operated fully with theNMa’s investigation of the contraventions. This co-operationincluded carrying out an internal investigation.

PROSPECTS FOR 2005

Looking towards the future, as far as the activities in theBenelux are concerned, a great deal will depend on thedevelopment of the various market segments in theNetherlands. For the Dutch infrastructure and buildingmarkets 2004 was a year of falling market volumes andincreasingly fierce price competition. It would, however,appear that the lowest ebb has been reached and that in2005 the tide will turn. A forecast which, if correct, shouldlead to better results in the Netherlands. The adjustmentsto and streamlining of the organisation that has beencarried out in recent years will also play a role in this as willthe sharper strategic focus on growth markets such aseducation, care and security. Continued growth is expectedin Belgium and Luxembourg. The activities in Germany, the

UK and Spain have the scale and market position neededto guarantee a stable development of both turnover andresult. The ICT & Technology cluster, which has beenstrengthened through acquisitions, is still waiting for themarket, particularly the ICT and Telecoms sectors, to showa real recovery. The first signs of improvement in thesemarkets became apparent in 2004, which is reflected inthe development of the turnover and result. If the recoverycontinues this will lead to an accelerated development ofthe results in this cluster. Imtech’s Marine and Technologyactivities are also developing well, which gives cause foroptimism in the near future.

Imtech is, therefore, in a good position for further growthunder improving market conditions. To summarise, basedon our current perception, we anticipate a higher operatingresult in 2005.

Gouda, 7 March 2005

R.J.A. (René) van der Bruggen, Chairman

B.R.I.M. (Boudewijn) Gerner

Maintenance contract

for waste-water treatment,

Wales

For Dwr Cymru Welsh

Water Imtech is taking

care of the management

and implementation of all

the technical provisions in

the field of waste water

treatment in Wales. This involves the adaptation, upgrading

and modernisation of more than 850 waste-water treatment

installations. The contract is worth a total of around

300 million euro for ten years. The total catchment area

includes 1.2 million households and 110,000 businesses.

9

CORPORATE GOVERNANCE

NEW LARGE COMPANY ACTImtech N.V. is a large company (under a full regime) with aSupervisory Board and a Board of Management. The newLarge company Act went into force on 1 October 2004.

Supervisory Board members are now appointed by theGeneral Meeting of Shareholders on the recommendationof the Supervisory Board based on the profile. The CentralWorks Council may submit nominations to the SupervisoryBoard for one third of the Board’s members. The profile,and changes to the profile are discussed in the GeneralMeeting of Shareholders and with the Central WorksCouncil.The Supervisory Board has formed three committeesfrom amongst it members: an Audit Committee, aRemuneration Committee and a Nomination Committee.The proposed profile, as well as the regulations governingthe Supervisory Board and the Supervisory Board commit-tees, can be viewed on Imtech’s website (www.imtech.nl).

The members of the Board of Management are appointedby the Supervisory Board on the recommendation of theNomination Committee and after the General Meeting ofShareholders has been notified. The General Meeting of Shareholders approves the Board of Managementremuneration policy and the share scheme applicable forthe members of the Board of Management. The salaries ofthe individual members of the Board of Management(including the awarding of shares) are determined by the Supervisory Board, within the framework of theremuneration policy and on the recommendation of the Remuneration Committee. The remuneration policy,the remuneration report and the share scheme, can also be viewed on the Imtech website (www.imtech.nl).

Decisions that would bring about a major change to theidentity or character of Imtech or its business are approvedby the General Meeting of Shareholders. In addition, Boardof Management decisions that are subject to the approvalof the Supervisory Board are listed in the Articles ofAssociation and in Article 164 Clause 1 Book 2 of the DutchCivil Code.

Finally, the authority to adopt the Annual Accounts nowrests with the General Meeting of Shareholders.

These changes on the grounds of the new Large companyAct, as well as changes on the grounds of a number ofprinciples and stipulations contained in the DutchCorporate Governance Code, have been incorporated intothe proposed Articles of Association. The changes to theArticles of Association proposed by the Board ofManagement have been endorsed by the SupervisoryBoard and will be laid before the General Meeting ofShareholders for approval.

With the exception of the granting of an option onpreference shares to Stichting Imtech (see page 75) Imtechdoes not have any protective constructions in place.

DUTCH CORPORATE GOVERNANCE CODEAt the end of 2003 the Tabaksblat Committee published theDutch Corporate Governance Code (hereafter ‘Code’), whichcame into force on 1 January 2004. In so far as the stipula-tions governing the content of the Annual Report are con-cerned, compliance with the Code is mandatory and thishas been embedded within the new Large company Act.

The starting points of the Code are good business practices(honest and transparent dealings by the management)and good supervision of (and accountability for) this management.

ACCOUNTABILITY The Code is formulated in principles and concretestipulations. Imtech fully endorses these principless.Good progress was made with the implementation of thestipulations. To this end amongst other things:� various regulations were drawn-up or amended (for

the Supervisory Board, the Audit, the Remunerationand the Nomination Committee);

� the profile was amended;� a whistle blower regulation was introduced;� the remuneration policy was adapted;� the share scheme was introduced, and the stock option

scheme amended;� amendments to the Articles of Association were

proposed.These regulations, Articles of Association, and otherregulations and codes were also, in so far as was possible,made public via the website (see www.imtech.nl).

10

CORPORATE GOVERNANCE

11

The Code is applicable for the 2004 financial year anddemands a reasoned justification for any deviation fromthe Code. Imtech applies all stipulations of the Code,except for the following deviations:� existing contractual agreements with managers (with

regard to both the term of appointment and thetermination recompense) will be honoured, inaccordance with the principles expressed by DutchLabour Law. In the future the Code will be appliedwhen appointing Board of Management members;

� with regard to the stipulation that no more than fivememberships of Supervisory Boards of Dutch listedfunds are permitted, and in respect of Mr. A.G. Jacobs(Chairman of the Supervisory Board) a bridging perioduntil the General Meeting of Shareholders in 2006 willbe considered so that a successor can be arranged.When Mr. Jacobs resigns in 2005 in accordance withthe roster he will, therefore, declare his willingness tobe reappointed for a period of one year. This is also inview of the resignation in 2005 of the Vice-chairman,Mr. M.C. van Veen;

� during 2004, Imtech had two non-independentmembers of the Supervisory Board. This became onemember as per 1 January 2005 and thus the stipulationconcerned is met. By lapse of the five year period, theformer chairman of the Board of Management sincethen became independent.

BOARD OF MANAGEMENT REMUNERATION POLICYThe nature and composition of the Board of Managementremuneration package will, where necessary, be broughtinto line with the remuneration package for larger Dutchcompanies. This does not involve any substantial increasein the total package. Each year the Board of Management’sfixed annual income is compared with developments inthe Dutch remuneration market for Directors of largercompanies.

The main lines of the remuneration policy are as follows:� the basic salary is fixed at the median level of

the reference market for Board of Managementmembers of larger Dutch companies;

� the short-term variable income (around 65% of thetotal variable income) will, to a great extent, be basedon the operating result and, to a limited extent, on (theachievement of) personal targets;

� the long-term variable income (around 35% of the totalvariable income) will be linked to the achievement ofstrategic targets combined with the creation of valuecompared with a reference group of companies;

� once a year the Remuneration Committee, inconsultation with the Supervisory Board, will agree theperformance to be achieved with the Board ofManagement and determine the number ofconditionally awarded shares;

� the variable salary depends of targets specified inadvance and can, if the targets are achieved (‘ontarget’) add 85% to the basic salary of the Chairman ofthe Board of Management and 60% to the basic salaryof the member of the Board of Management;

� achievement of the short-term targets is rewarded byan annual cash bonus, achievement of the long-termtargets is rewarded after three years via a bonus in theform of shares. To this end a new share scheme hasbeen established which replaces the existing stockoption scheme for Board of Management members;.

� the Remuneration Committee may, per target, deviatefrom the specified ‘on target’ (level 100%) bonus incash or shares. For excellent performance this bonusamounts to a maximum of 150% of the ‘on target’amount or number of shares. This percentage can be aslow as zero if targets are not achieved;

� the secondary employment conditions are unchanged.

Migration to IP Telephony,

Leiden University,

the Netherlands

Imtech, in co-operation with

Cisco, is responsible for the

migration from analogue

telephony to IP (Internet

protocol) Telephony of well

over 6,000 telephones at

Leiden University. The project, which includes training, internal

communication and six years of maintenance, is creating a

single network for e-mail, fixed and mobile telephony and

involves one of the larger migrations in this field in Europe.

REPORT OF THE SUPERVISORY BOARD

We hereby submit to the shareholders for approval theannual accounts for 2004 prepared by the Board ofManagement. These annual accounts have been auditedand certified by KPMG Accountants N.V. (‘KPMG’). Weadvise the shareholders to adopt these annual accounts.The statutory appropriation of profit is stated on page 76.After consultation with the Board of Management wepropose that for 2004 a dividend of 1.07 euro per ordinaryshare be paid in cash (a pay-out of 61% before theexceptional charge related to the violation of the DutchCompetition Act) and that a sum of 9.5 million euro betransferred to the reserves. As was also the case in thepreceding years, this is a positive deviation from thecurrent dividend policy (a pay-out of 40%), given thecompany’s confidence in the future.

During 2004 six meetings were held in which we advisedthe Board of Management and, with the interests of all stakeholders in mind, supervised the Board ofManagement’s policy and Imtech’s general businessprogress. The Audit Committee met twice, theRemuneration Committee met three times and theNomination Committee met once. The attendance ofmembers of the Supervisory Board at meetings wasalmost full.Two Supervisory Board members participated ineach of the two consultation meetings with the CentralWorks Council, during which special themes were discussed(‘career policy & planning and (pre) pensions’ and ‘thefuture organisation of the representation’).

In 2004 Imtech was strengthened still further in line withthe strategy laid-down in the ‘Strategic Blueprint’. To thisend, as well as smaller acquisitions, major steps weretaken with the acquisition of BrightHouse (ICT projectmanagement), HST (marine technology) and Eniac (softwarebased on IBM technology), with a total of approximately300 employees and an annual turnover of 56.4 millioneuro. Imtech also expanded in various Eastern-Europeancountries, both from within Germany, through projects for existing customers, and through the export to thesecountries of marine technology and industrial processtechnology. Finally, Imtech focused successfully on newproduct/market combinations, such as care, security andenergy management, by clustering its competency offering(electrical engineering, ICT, mechanical engineering).

Attention was paid to the company’s operational progress,management of risk and the effectiveness thereof, theevaluation of past acquisitions, the follow-up to therecommendations resulting from the examinations intothe internal control systems, and the influence of theeconomic conditions on the markets in which Imtech isactive. The starting point remains the creation of long-term shareholder value. Given the market situation, in ouropinion Imtech performed well.

The quarterly, half-yearly and annual figures were discussed(the half-yearly and annual figures in the presence ofKPMG) both in the Supervisory Board meetings and in themeetings of the Audit Committee, where various issueswere discussed in more detail. Other issues discussed wereKPMG’s reports, the annual forecast and the budget for2005. Constant attention was also paid – especially by theAudit Committee – to the introduction of IFRS and theconsequences thereof, risk management, the provisions,operating capital and the cash position. Analyst’s reportsconcerning Imtech were also discussed regularly.

An exceptional charge of 8 million euro has beenaccounted for in the 2004 result to settle the financialconsequences related to the violation of the DutchCompetition Act by some Dutch subsidiaries in the periodprior to the end of 2001. Early 2004, Imtech voluntarilyinformed the NMa (Dutch Competition authority) in thismatter. An assessment of the possible direct financialconsequences has been made, based on the departurepoints taken by the NMa in the infrastructure sector.The charge covers these consequences. The Board ofManagement has taken measures to prevent competitionlimiting arrangements.

On the personnel front, further necessary reorganisationsresulting from the adjustment of the organisation in linewith market conditions were discussed. The functioning ofboth the Supervisory Board and the Board of Managementand their members was also evaluated in the absence ofthe Board of Management.

12

13

The Supervisory Board approved the Board ofManagement remuneration policy recommended by the Remuneration Committee. The objective of theremuneration policy is to attract, motivate and retainqualified and experienced managers with experience in the industry sector. The salary structure is aimed at anoptimum balance between the company’s short-termresults and long-term goals. When determining theremuneration policy a comparison was made with theusual practices within other larger Dutch companies and, tothis end, the Hay Group was consulted. The remunerationpolicy will be put before the forthcoming annual GeneralMeeting of Shareholders for approval. Reference is madeto page 11 for the main lines of the remuneration policy.

During the Shareholders’ Meeting on 20 April 2004,Mr. Groenenboom was reappointed. During this meeting itwas also announced that, in accordance with the roster, in2005 Messrs. Jacobs and Van Veen will resign. Mr. Jacobshas stated his willingness to be reappointed for a period ofone year so that his successor as Chairman may be arranged,in part due to the resignation of the Vice-chairman Mr. VanVeen. The Supervisory Board proposes that Mr. Jacobs bereappointed for this period. To fill the vacancy arising fromthe resignation of Mr. Van Veen, the Supervisory Boardproposes the appointment of Mr. Van der Meer as vice-chairman for a period of four years.

We would like to thank Mr. Van Veen for his greatdedication for the benefit of Imtech and our Board duringmany years, based on his broad experience.

In 2004, the profile maintained by the Supervisory Boardwas amended to safeguard specific skills related to thenature of the company and its activities. The profile will beconfirmed after discussion by the forthcoming annualGeneral Meeting of Shareholders. The division of tasks andworking method of the Supervisory Board and itsCommittees are stipulated in charters. In 2004, sections ofthe general charter were brought in line with the DutchCorporate Governance Code and the charters of theCommittees were drawn-up. Both the profile and the char-ters can be viewed via Imtech’s website (www.imtech.nl).

According to the letter of the Dutch Corporate GovernanceCode, the Chairman of the Supervisory Board is notindependent of Imtech as he is a member of theSupervisory Board of ING Groep NV, which has announceda 10% interest in Imtech. The other Board members areindependent of Imtech. There were no transactionsinvolving a conflict of interests of Supervisory Board orBoard of Management members.

KPMG has reported to us about its independence fromImtech. In this respect attention was paid amongst otherto the fees of KPMG for its audit assignment, servicesrelated to such audit, and other services. KPMG hasconfirmed its independence from Imtech in accordancewith applicable professional standards.

We thank the Board of Management and all staff for theirperformance during the past year.

Gouda, 7 March 2005

on behalf of the Supervisory Board A.G. Jacobs, Chairman M.C. van Veen, Vice-chairman

REPORT OF THE SUPERVISORY BOARD

Energy Contracting Infineon

Technologies, Munich

Semi-conductor manufac-

turer Infineon Technologies’

new campus in Munich has a

staff of 6,000. Imtech is

responsible for the total out-

sourcing (design, equipping,

functional use, operating

costs, fifteen-year maintenance contract) of all the energy

provisions as well as their optimum integration into Infineon’s

primary and secondary processes. This order, which is worth

80 million euro, is the largest outsourcing project in this field

in Germany.

FUNCTION SUMMARY

R.J.A. (René) van der Bruggen (57)

Chairman

B.R.I.M. (Boudewijn) Gerner (53)

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.

P. Peter Kronenberg (47)Board member Imtech Deutschland

C.A.J. (Cees) van Laarhoven (56) General Manager Imtech Technology

W. (Willy) Michielsen (61) General Manager Imtech Belgium

J.W. (Jan) Mussche RA (58) Director Control Germany and Spain

C.A. (Kees) van Rooden RA (53) Financial Director

M.E.J. (Mark) Salomons (43) company Secretary

BOARD OF MANAGEMENT

E.A. van Amerongen (51)

� Appointed in 2002, current term ends 2006

Former CEO Koninklijke Swets & Zeitlinger NV

Supervisory board memberships

Lucent Technologies Nederland BV (Chairman),

HITT NV, Corus Group Plc (non executive Board

member), ASM International NV, Koninklijke Swets

& Zeitlinger NV

Important additional functions

Chairman Supervisory Board Universiteit Twente,

Supervisory Board Centraal Bureau Rijvaardigheid

P.J. Groenenboom (69)


� member Audit Committee

Former Chairman of the Board Internatio-Müller NV


Philips Electronics Nederland BV (Chairman),

Electrabel Nederland NV (Chairman), Q-Park NV

(Chairman), Tapijtfabriek H. Desseaux NV

(Chairman), NIB Capital NV


Vice-chairman Marketing Committee UEFA, Member

of the Board NOC*NSF, Vice-chairman Koninklijk

Instituut voor de Tropen, Chairman Fonds voor de

Topsport, Member of the Board Benificiantenraad

Lotto, Bestuurslid SIC

G.J. de Boer-Kruyt (60)


Personal advisor


C/TAC NV (Chairman), Sara Lee/DE NV,

Reed Elsevier NV, Allianz Nederland Groep NV


Supervisory Board member Netherlands

Development Organisation (SNV),

Supervisory Board Member Common Purpose

B. de Vries (66)


� Chairman Audit Committee

Former Minister for Social Services and Employment


F. van Lanschot Bankiers NV (Vice-chairman),

NV Eneco, Quest International Nederland BV

(Chairman), USG NV


Chairman Stichting START, Chairman START Foundation,

Chairman Central Planning Committee, Chairman of

the Board Stichting Het Expertise Centrum

M.C. van Veen (69)

� Vice-chairman, appointed in 1985, current term ends 2005

� Chairman Remuneration Committee

� Chairman Nomination Committee

Former Chairman of the Board Koninklijke Hoogovens NV


Koninklijke Volker Wessels Stevin NV (Chairman),

ABN AMRO Holding NV (Vice-chairman),

Akzo Nobel NV (Vice-chairman), Corus Group Plc.

(non-executive board member)


Chairman Koninklijke Hollandsche Maatschappij der

Wetenschappen, Chairman of the Board Koninklijk

Concertgebouw Orkest, Chairman of the Board

Nationale Stichting De Nieuwe Kerk Amsterdam,

Executive Board Member RAND Europe

A.G. Jacobs (68)

� Chairman, appointed in 2001, current term ends 2005

� member Audit Committee

� member Remuneration Committee

� member Nomination Committee

Former Chairman of the Board ING Groep NV


Joh. Enschedé BV (Chairman),

NV Kon. Nederlandsche Petroleum Mij. (Chairman),

VNU NV (Chairman), Buhrmann NV (Vice-chairman),

IHC Caland NV (Vice-chairman), ING Groep NV


Member Investment Committee PGGM,

Council Member Prinses Beatrixfonds,

Supervisory Board Member Stichting Nationaal

Fonds Kunstbezit

K. (Klaus) Betz (49) Board member Imtech Deutschland

J.A. (Jan) Casteleijn (55) General Manager Imtech Infra

A.L.A. (Aart) van Gelder (58) General Manager Imtech Projects

A.F. (Jos) Graauwmans (47) Director Personnel & Organisation

G.L.M. (Goof) Hamers (52) General Manager Imtech Marine & Offshore

J.T.M. (Hans) van Happen (46) General Manager Imtech ICT

EXECUTIVE COUNCIL 2

14

SUPERVISORY BOARD 1

15

IMTECH WELL-POSITIONED FOR FURTHER GROWTH 2004 went well for Imtech. In far from simple marketconditions Imtech’s performance was, with a higher result,satisfactory. The operating result before amortisation ofgoodwill (EBITA) rose by 5.8% to 78.1 million euro (2003:73.9 million euro), of which 2.6% was organic. Net profitincreased by 3.2% to 45.4 million euro (2003: 44.0 millioneuro). Turnover fell by 1.5% to 2,067 million euro (2003:2,098 million euro). The cause of this increase in turnoverin 2003 was the fact that the vast AVIVA office complex inGermany with a turnover of 100 million euro was handedover to the customer in that year. Against this, on 31December 2004 the order portfolio was 1.2% higher thanthe previous year and amounted to 2,110 million euro(2003: 2,086 million euro). Earnings per share before amor-tisation of goodwill rose by 0.11 euro to 1.93 euro (+ 6.0%),based on the average number of issued shares during thefinancial year. These figures do not take into account theexceptional charge related to contraventions of the DutchCompetition Act.

REPORT OF THE BOARD OF MANAGEMENT




20042,067

78.13.8

45.4 2,110

36312,836

20032,098

73.93.5

44.02,068

33913,100

20022,000

68.43.4

41.72,088

32013,780

in million euro

Net turnover

EBITA*EBITA as a % of turnover*Net profit*Order portfolio

Capital employed excluding liquid assets

Number of employees on 31 December


Due to pressure in several Dutch markets (buildings,industry, infrastructure and telecoms), the main contributorto the increase in the operating result was the good progressmade in Belgium, Luxembourg, Germany, the UK and Spainplus the ICT and marine technology markets. And thatwhilst conditions in these countries were also complicated.

Looking towards the future, as far as the activities in theBenelux are concerned a great deal will depend ondevelopments in the various market segments in theNetherlands where, in 2004, price competition was fierce.Here it is anticipated that in 2005 there will be an up-turnin these markets. The adjustments to and streamlining ofthe organisation that has been carried out in recent yearswill also play a role in this as will the keener strategic focuson growth markets such as education, care and security.This will considerably reduce the Benelux organisation’svulnerability to cyclic negative affects. The importance oflong-running maintenance contracts is also increasingrapidly. In addition, continuing growth is expected inBelgium and Luxembourg.

17


The scale and market positions of the activities inGermany, the UK and Spain are such that, despite economicand market conditions varying per country and per market,a stable development of turnover and result is assured.The successful past track record past plus the currentstrong positions mean there is confidence for the future.

The ICT & Technology cluster, which has been strengthenedthrough acquisitions, is still waiting for the market,particularly the ICT and Telecom markets, to show a realrecovery. The first signs of improvement in these marketsbecame apparent in 2004. This is reflected in the development of the turnover and result. If the recoverycontinues this will lead to an accelerated development ofthe results in this cluster. The strengthening of the marketposition brought about by the acquisitions made in 2004will also contribute towards an increase in the result.Imtech’s Marine and Technology activities are also devel-oping well, which again gives cause for optimism in thenear future.

Imtech is, therefore, in a good position for further growthunder improving market conditions.

ACQUISITIONSIn 2004 Imtech strengthened its existing strategic portfolio of activities on a number of fronts. The followingacquisitions (with annual turnover indicated) were completed:� BrightHouse, an ICT project management specialist:

5 million euro;� Eniac, an IBM Software Partner: 14 million euro;� HST (HDW-Hagenuk Schiffstechnik), a specialist in

marine technology: 36 million euro;� Various smaller acquisitions: 1.4 million euro:

– The Navison activities (ERP services: EnterpriseResource Planning) of Level Automatisering;

– IMServ (acquired from Invensys)and Spark Energy,both specialised in energy management;

– TLM Noord, specialist in infrastructure automation;– The Belgian and French parking activities of

Aspark/Bolore.The total purchase price amounted to 38.6 million euro. Intotal the companies listed above employ around 300 staff.

EXCEPTIONAL CHARGE RELATED TO VIOLATIONOF THE DUTCH COMPETITION ACTAn exceptional charge of 8 million euro has been accounted for in the 2004 result to cover the financial con-sequences related to violations of the Competition Act byseveral Dutch subsidiaries in the period ending 31 December 2001. This violation was related to thepreliminary consultations which, at that time, werecommonplace during tenders in the Dutch installation sector. Imtech voluntarily notified the NMa (DutchCompetition Authority) and, in the second quarter of 2004,carried out an internal investigation. The results of thisinvestigation were handed over to the NMa.

Imtech has appraised itself of the principles upon whichthe NMa has based its determination of the fines to bepaid for violation of the competition regulations in theinfrastructure sector. Based on these principles Imtech hasestimated the direct financial consequences of theongoing proceedings related to this matter that are possible as well as the related costs. The expectation is thatthe exceptional charge that has been set aside will coverthese financial consequences in full.

DIVIDEND PROPOSALThe dividend policy remains to distribute 40% of the netresult excluding exceptional items to shareholders. Adividend of 1.07 euro per share in cash will be proposed tothe Annual General Meeting of Shareholders (2003: 1.07euro). This proposal amounts to a profit distribution of 61%of the net result before the exceptional charge referred toabove (2003: 63%), given the companies confidence in thefuture.

Multifunctional technology

in Care & Cure

Health care is a market

segment in which Imtech is

rapidly improving its posi-

tion in Europe. The Imtech

Care & Cure competence

centre concentrates on the

provision of integral, innova-

tive and multifunctional technological services throughout the

health care chain. Imtech offers the latest care concepts and

processes and focuses on strategic real estate management. In

2004 orders worth tens of millions of euro were acquired.

18


STRATEGYImtech supplies a cohesive package of technical services inthe Benelux, Germany / the UK / Spain and the, to a greatextent, international market for ICT & Technology (ICT,Technology, Marine and Telecoms). The services combinethree technologies (information and communicationtechnology, electrical engineering and mechanicalengineering) and five activities (advice, design, installation,maintenance and management) which are offered in fivemarkets (buildings, industry, infrastructure, marine andtelecoms, see inside cover at the end). This combination ofservices, coupled with the size the company has achieved,distinguishes Imtech from the competition and gives it aunique profile.

The technical services market is a fragmented market inwhich many competitors are active in one single technology.Imtech can offer total solutions via one contact point.Imtech achieves added-value by possessing a thoroughinsight into and knowledge of (the primary processes of)the customer, by co-operating intensively with and for the customer and by offering a complete, integrated range of concepts and services. This allows customers toconcentrate more on their own core activities.

The building-up and strengthening of Imtech’s position as a multidisciplinary European service provider was also prompted by the trend among customers to out-source non core activities, such as engineering, ICT andmaintenance, to large, multidisciplinary players with one contact point. In response to this trend Imtech’sactivities in the field of electrical engineering, mechanicalengineering and ICT were clustered which enabled Imtechto meet the growing demand and increase added-valuesubstantially.

Strengths:� the offering of a combination of information and

communication technology, electrical engineering andmechanical engineering to customers via a singlecontact point;

� the financial power, which gives customers confidencein continuity of the company;

� leadership through scale with strong nationalpositions (top-3 market positions) and outstandingtechnological innovation;

� strategic alliances with third parties and partnershipswith suppliers of specific technological products;

� a decentralised, customer-oriented organisation inwhich the ‘entrepreneurship’ phenomenon is welldeveloped and overheads are relatively low;

� the successful integration of acquisitions into theorganisation, which can serve as a multiplier for further growth;

� the high-quality offered.

Weaknesses:� still not having sufficient command of full and optimal

knowledge regarding customers’ domains;� the development of knowledge potential and

management skills fast enough to keep pace withdevelopments in the markets in which Imtech is active;

� in a number of instances the decentralised businessmodel makes optimal internal co-operation complicatedbecause the autonomous organisation departments arerewarded separately for their achievements.

Opportunities:� the taking-over of responsibility for all non-strategic

technical affairs for customers so they can concentratemore on their own core activities;

� the increasing demand from customers for sustainabletechnological solutions and the lowest cost pricethroughout the life-cycle of a technical solution, coupledwith the specific knowledge of performance contractsand experience with Public Private Partnerships;

� the covering of the entire service provision columnthroughout the life-cycle of specific products or services(Supply Chain Management);

� the seizing of initiatives that lead to early and totalinvolvement in projects (main contractor’s role);

Ecopower Burgenland,

Austria

Imtech is a specialist in the

field of energy manage-

ment. In Heiligenkreuz in

Austria Imtech won a com-

petition for the execution of

an environmentally-friendly

power station with a ther-

mal capacity of 43.3 MW and an electrical capacity of 11.6 MW.

This innovative power station will provide a large portion of

the Burgenland region with ecopower. Imtech is responsible

for the concept, the engineering, the project management and

the total technology.

19


� the growth of high-value ICT in technology;� the increasing demand for brand-independent technical

service providers;� the growing niche markets for energy management,

care, education and integrated security;� product expansion and cross selling within the existing

customer network.

Threats:� increasing competition due to forwards integration by

suppliers, the broadening of disciplines and servicesoffered by civil contractors and competition fromsuppliers of other countries;

� society’s increasingly lawsuit-minded attitude whichincreases the risk of higher liabilities and claims;

� the increasing dependence on large suppliers and sub-contractors.

Partly on the basis of this SWOT analysis Imtech hasdrawn-up a strategic blueprint for further growth.The strategy is aimed at:� maintaining organic growth;� acquiring high-value services with the corresponding

margin especially in:– information and communication technology;– design and advice (engineering);– technical maintenance and management.

� advancement of the European expansion.

Action points for implementing the strategy are:� a sharp focus on growth markets, such as energy

management, education, care and integrated security,through the clustering of technical competencies andcross selling;

� acquisitions in the field of ICT, especially in Germany,the UK and Belgium, so as to complement the strongpositions already occupied in these countries inelectrical engineering and mechanical engineering;

� the strengthening of the position in the UK, not only in geographical markets in which Imtech is not yetactive but also in the field of water and wastewatertreatment;

� cementing the national position in Spain throughacquisitions in industrial maintenance, electricalengineering and, after that, ICT;

� expanding the activities in a number of EasternEuropean countries from existing market positions (in particular from the position in Germany);

� the further internationalisation and strengthening ofthe positions in the field of infrastructure and in themarine market;

Imtech has sufficient means to finance complementaryacquisitions for the majority of these strategic trajectories.

Acquisitions must fit in with the strategy, make animmediate contribution towards earnings per share,provide measurable added-value, possess a capablemanagement and offer possibilities for synergy.

Public Private Partnership

for Montaigne Lyceum,

The Hague

The TalentGroep – Imtech,

together with Strukton and

ISS Services – has acquired

the first PPS project (Public

Private Partnership) in the

Dutch education market.

The client – The Hague city council, Stichting Confessioneel

Onderwijs Lucas and various ministries has drawn-up a thirty-

year contract based on the Design, Build, Finance and Maintain

(DBFM) approach for the new Montaigne Lyceum in The Hague.

REPORT OF THE BOARD OF MANAGEMENT, BENELUX

PROFILE AND APPROACHThe clustering of the electrical engineering, mechanicalengineering and information and communication technology core competencies has made Imtech one of thestrongest (top-3 player) multidisciplinary service providersin the Benelux. Imtech is active in the buildings, industryand infrastructure markets and in the areas of newconstruction, upgrading, renovation, maintenance andmanagement. In the Netherlands Imtech has twodivisions: Imtech Projects, including Imtech Maintenance,(turnover 476 million euro) and Imtech Infra (turnover 100million euro). In Belgium Imtech operates under the nameImtech Belgium (turnover 127 million euro) and inLuxembourg the activities are carried out via thesubsidiary Paul Wagner et Fils (turnover 29 million euro).

Tens of offices and competence centres throughout theBenelux give Imtech total coverage of all three countries.

Imtech creates sustainable technological solutions for thelowest integral cost price. This means that customers canuse or produce their products and services more efficientlyand effectively throughout their entire life-cycle and in anoptimum working environment.

The strategy is aimed at offering total solutions with anincreasingly high added-value. This translates into theclustering of technical competencies and intensiveinternal co-operation both within and outside the Beneluxorganisation, for example in the care and educationmarkets and in the field of integrated security.The objectiveis to be involved in projects at an early stage with Imtech, either alone or jointly with third parties, takingresponsibility for the total technology including technicalmaintenance and management. Imtech’s financial powerenables the company to participate in financing, forexample in the form of Public Private Partnerships.Consultancy and high-value project management form anintegral component of the total concept offering. Imtech isdeveloping more and more into a knowledge provider asopposed to a capacity provider and, to this end, wherenecessary and desirable co-operates with other strongmarket players.

20

2004732

25.23.4

771 87

5,630

2003728

29.34.0

76670

5,810

2002696

29.94.3

75463

5,797

in millions of euro

Net turnover

EBITA*EBITA as a % of turnover*Order portfolio

Capital employed excluding liquid assets

Number of employees on 31 December

Head office Dexia BIL,

Luxembourg

Funds specialist Dexia BIL

(Dexia Banque Internationale

Luxembourg) built its new

head office in Belval-Ouest

in Luxembourg is phases.

The 17 storey office is

73 metre high and has a

floor area of 80,000 m2. Imtech is jointly responsible for all the

technical solutions including a modern building management

system.

B E N E L U X

Overall the activities in the Benelux developed less positively in 2004. With an increased turnover (732 millioneuro compared with 728 million euro in 2003 – an increase of 0.5%) the EBITA* decreased to 25.2 million euro,compared with 29.3 million euro in 2003, a drop of 14.0%. The order portfolio increased by 0.7% to 771 millioneuro on 31 December (2003: 766 million euro). The buildings, industry and infrastructure markets came under agreat deal of pressure in the Netherlands but grew in Belgium and Luxembourg. Imtech achieved stronggrowth in all three countries in the technical maintenance and supervision market.


21

ORGANISATIONThe Dutch organisation in the buildings, industry andinfrastructure markets has been adjusted to the badmarket situation. The strategic focus on the role ofknowledge company has resulted in increasing attentionbeing paid to engineering and project management. Atthe same time, co-operation between various Imtechdivisions has been intensified: Imtech-wide clustering ofcompetencies and experience has led to a high added-value and more competitive strength.

To increase Imtech’s strength in the field of water andwaste water treatment installation automation in theNorth of the Netherlands, TLM Noord was acquired.

In the field of energy management, a new business unit– Imtech Measurement Solutions – has been set-up in whichthe recent acquisitions, IMServ (an Invensys companyspecialised in energy measuring and with measuringcertification) and the Dutch measuring activities of SparkEnergy are clustered. This has strengthened the position intechnical maintenance and management.

BUSINESS DEVELOPMENTBuildings Investment in the buildings market in the Netherlands waslow. It is believed that the low-point was reached in 2004.A full recovery could, however, take several years. This, onceagain, led to fiercer competition and pressure on margins.Although, the increased competition forced some of thesmaller players out of the field, this did not alleviate theconstant pressure on prices. Imtech had anticipated thismarket development during the previous year by making astrategic course change and aiming for higher added-value.In the year under review this new course was firmed-up forthe care, integral security and education markets.

Technological solutions are penetrating deeper and deeperinto the care sector not only on the buildings front but alsowhere the medical processes are concerned. The ImtechCare & Cure business unit which has been set-up is athome in all the technical disciplines, has considerableexperience in the care sector and dovetails well with thetrend towards demand-driven care (built around thepatient) and strategic real estate management. Anintegrated technological perspective and approachenables the lowest exploitation costs throughout theentire life-cycle (Total Cost of Ownership) to be achieved.


ICT plays an important role in this. This initiative was wellreceived by the market with orders coming from a numberof hospitals including the Flevo Ziekenhuis (Almere) andthe Nij Smellinghe Ziekenhuis (Drachten). An initialreconnaissance of the market for Care-Hotels and CareBoulevards (the clustering of various medical specialties inone location) was carried out. Imtech, together withSturkenboom & Partners and Volker Wessels, participatedin HZC (The Hospital Consortium) with the objective oftaking over responsibility for certain components ofhospital exploitation.

Customers are becoming increasingly conscious of risksand dangers. This has led to a growing requirement forsecurity, which is why Imtech Security was established.Imtech Security offers integrated, certificated, totalsolutions for security requirements. Although the primaryfocus is on the buildings market, Imtech Security is alsoactive in the industry and infrastructure markets. Thisinitiative has also been received enthusiastically as isproven by the steadily growing flow of orders fromcustomers such as the Rabobank, Bank NederlandseGemeenten, RET and Yamanouchi.

The demand for sprinkler technology also rose. Imtech isthe market leader in the Netherlands and offers customers,especially in the retail and logistics sectors, cost-effectivetotal solutions which meet the most stringent insurancestipulations. A good example was the new Ricoh distributioncentre in Bergen op Zoom, Belgium (47,000 m2).

In the education market the focus is on stringentbudgeting. In this context there is a great deal of interestfor pro-active premises management. School buildings

Lloyd Hotel, Amsterdam

The monumental Lloyd Hotel

in Amsterdam, formerly a

hotel for Holland America

Line passengers, has been

converted into a cultural

embassy. The hotel focuses

on the cultural, artistic and

culinary target group and

has many faces: luxurious and less luxurious rooms, rooms

with well equipped kitchens, music studios, stages, auditoria, a

24-hour restaurant, etc. Imtech was responsible for all the

technical solutions.


22

must have the lowest possible cost price throughout theirentire life-cycles. Imtech joined forces with external partnersStrukton and ISS to set-up TalentGroep. The ambition is tobe the market leader in the field of Public PrivatePartnerships (PPP) in the educational premises sector. Thebreakthrough was achieved with the acquisition of thefirst PPP project for the Montaigne Lyceum in The Hague,(a college for around 1,200 students and with a floor areaof approximately 10,000 m2). TalentGroep is responsiblefor the design, construction, exploitation, total financing,furbishing, total technology and all the facilitatingservices, including the maintenance and management fora period of thirty years. Other attractive orders in theeducation sector came from Amsterdam University,Twente University, the Avansschool in Den Bosch and theAtlas College in Edam. One outstanding project was thenew building for the Hogeschool voor de Kunsten (Collegefor the Arts) in Arnhem – the first school in the Benelux tobe built entirely underground.

As the market leader in technical supervision andmaintenance, Imtech stands out from the competitionthrough its innovative performance contracts with highadded-value. The market conditions and price competitiondemand considerable effort and creativity to ensure theactivities expand while maintaining good margins. Majorcontracts were: over one million square metres of officesfor the Rijksgebouwendienst (Ministry of Housing andConstruction) in The Hague region (including the SecondChamber, the Binnenhof (Dutch Parliament building) and alarge number of ministries), 500 distribution centres forTPG Post, Essent, the World Trade Center Amsterdam,Amsterdam University and the vast Nike-Campus inHilversum. Special attention was paid to unoccupied

maintenance and intelligent building management. Thefirst EnergyPerformanceAdvice (EPA) was provided toBanner Pharmacaps in Tilburg. Further growth of theseactivities is on the horizon.

In Belgium Imtech profited from the clustering of fivepreviously separate legal entities into one organisation.In Belgium Imtech is active with three main activities – Engineering, Projects and Maintenance – in Flanders, theBrussels region and the Walloon provinces. Imtech is in the select group of companies which qualify for thehighest classification (class 8). Competitiveness andmarket position were, once again, strengthened. Thiscompensated for the far from simple market conditionsand the pressure on prices.

In Brussels the real estate sector improved thanks to theexpansion of the EU and the growing financial market andhotel sector. In 2003 Imtech acquired a major portion ofthe technology in the new 109 metre high Dexia Tower(Tour Centre International Rogier). This will be completedin 2006. In 2004 orders for a large office building for theKBC bank, the ‘Waterloo Office Park’ and new hotels forSofitel and SAS Radisson were won. In Flanders a start wasmade on the engineering and installation of the sustainabletechnology in the new Vlaams Administratief Centrum(Flemish Administration Centre) – one of the mostsustainable buildings in Europe. In Louvain la-Neuve in theWalloon provinces the technology in the ‘L’Esplanade’shopping centre was acquired.

Multidisciplinary technical supervision and maintenancealso increased yet again. The service provision related towater treatment and Legionnaire’s disease prevention wasexpanded. Telecoms and energy management receivedextra attention. Fortis and ING extended their existingcontracts. The maintenance contract for a third data centrewas acquired from Belgacom and maintenance contractsfor the EU and the City of Brussels were extended.

Imtech (Paul Wagner et Fils) is the only large multi-disciplinary technical service provider in Luxembourg.Although the public buildings (government, localauthorities, care) market was neutral, the private marketshowed a new up-swing. The expansion of the EU providedsome compensation. The large office projects in whichImtech was responsible for the total technology were thefirst phase of the new head office of Dexia BIL (Banque

Multidisciplinary

maintenance for Belgacom,

Brussels

In the Belgacom Towers, the

180,000 m2 head office of

Belgacom in Brussels, Imtech

has been awarded a five-

year multidisciplinary main-

tenance and supervision

contract based on a total warranty, including preventive and

corrective maintenance. Imtech is responsible for the total

energy management, a comfortable climate, optimum security,

structurally functioning electricity and bacteria-free water.

23


Internationale Luxembourg) and the second phase of the Drosbach building. In the care sector the position grew rapidly. One new order was for the total technicalimplementation (including individual nurse-call systems,telephony, radio and TV) of hundreds of wards in theCentre Hospalitier du Nord. The activities in the field ofmaintenance and supervision and technical building management were strengthened. Imtech is now themarket leader in this segment as well.

IndustryIn the Netherlands there was virtually no newconstruction in the industry market. The only large newbuilding project was a high-yield waste processing centrefor the Afval Energie Bedrijf (Waste Energy company)Amsterdam. Imtech was able to obtain this order, which is a good example of Design & Build and which ischaracteristic of Imtech’s added-value. With its strongmarket position and a broad clustering of technicalcompetencies, Imtech is increasingly taking theresponsibility for full service contracting. This appliesparticularly in the slightly improving market for stops,revamps, upgrading, renovation and optimisation. Theincreasing number of companies active in the utilitymarket that are now also offering technical services isputting margins under pressure. Projects in which Imtechwas involved include the upgrading of Shell Chemicals,an expansion for Outokumpo, a renovation for Evides and a turn-around for the Netherlands Refining company.Multi-year maintenance contracts were acquired forNerefco (a BP refinery) and Solvay. The activities in the fieldof industrial automation grew robustly with order fromVitens, Solvay, Teijin Twaron and Gasunie and various

automation projects at Frico Campina Dairy Food (FCDF).The export, in particular to Africa and Asia, of industrialtechnology in the field of oil and gas progressed satisfacto-rily. The large projects in this segment were the upgradingof five flow stations in the Cawthorne Channel Further OilDevelopment Project and the construction of a powerstation for Chevron, both in Nigeria.

In Belgium the investment climate was reticent with aconcentration on process improvement, upgrading andrenovation. The situation in the animal feed and foodindustry was bad and the same applied for the automotiveindustry. Imtech did manage to acquire orders for anadaptation of the industrial automation at Volvo.Compensation was, however, provided by the pharma-ceutical sector in which Imtech has built up a goodreputation and in which the customers include JanssenPharmaceutica, Glaxo Smith Kline Beecham and Pfizer. As aspin-off from this Imtech was also increasingly active inthe pharmaceutical packaging industry, for example forWolffs and Peurna (Pfizer). The roll-out of UMTS alsomeant additional work in the field of medium and hightension and the engineering contracting activities in thelogistics sector (warehousing, distribution centres, etc.)also increased. Orders acquired by Imtech includedlogistics centres for De Post and Abott.

InfraThe infrastructure market in the Netherlands did notdevelop favourably due to reduced government investment,the completion of large railway projects and competitionfrom energy companies. As a result, margins came underpressure. The goal is the further evolution of Imtech Infrafrom a capacity provider (‘installer plus’) into a pro-activeknowledge company. The strategy is aimed at mastery ofthe entire chain, the establishment of strategic partner-ships with third parties, the export of knowledge abroadand acquisitions in neighbouring countries. Progress wasmade on various fronts. Imtech Infra was also one of thefounders of Imtech Security, see page 21.

The position in the rail infrastructure market wasstrengthened. As a certified railway contractor the projectsin which Imtech has been involved include portions of theHigh-speed line, the re-siting of a station in Swalmen inconnection with the re-routing of a major road (A 73), theadaptation of the Roosendaal – Lage Zwaluwe route andthe expansion of the track capacity at Utrecht station.

Upgrading security at the

Ohra head office, Arnhem

Optimum security can only

be achieved through a well

thought-out combination of

technology, guidelines,

protocols, procedures and

construction solutions. This

demands a high degree of

system and database automation and integration. Imtech

Security in the Netherlands – one of the top-3 players in the

integrated security market – is responsible for the technologi-

cal upgrading of the security in the Ohra insurance company’s

head office in Arnhem.

25

To unlock the ‘closed’ rail infrastructure market even further,Imtech and Dura Vermeer en Arcadis have established the‘Asset Rail’ joint venture, which has since gained ProRailcertification as a total maintenance contractor for therailways. Further progress was made thanks to a 73 millioneuro order for project management, engineering and instal-lation of the total control, security and communicationstechnology in five tunnels for the Betuwe route (the 160 kilometre long freight train line between Rotterdamand the European hinterland). One innovative develop-ment was the so-called electronic track-coders whichdetermine the speed at which trains can travel on certainsections. Imtech developed a multi-purpose version andreceived an order for 3,500 units.

Imtech’s unique expertise and capabilities in the field oftraffic technology and traffic management centres makesthe export of services possible. In this context a strategicalliance was signed with Delcan – an international TrafficManagement Technology specialist. The objective is theacquisition of international orders. The alliance, togetherwith GEC-Services its local partner in Hong Kong – receivedan order for a traffic management system on Route 8,a new motorway near Hong Kong. A second order was forthe renovation of a traffic management system in theexisting Lion Rock tunnel in Hong Kong.

Advances were made in the field of high-tension, publiclighting and infrastructure consultancy. Several main-tenance and expansion assignments were carried out forTenneT, the manager of the Dutch high-tension network.In the deregulated public lighting market large mainte-nance contracts were acquired from the municipalities ofAmsterdam, Amstelveen and Aalsmeer. A major Energy-saving prize was won for intelligent lighting with radardetection. Imtech acquired the order for technologicaladaptation of the rush-hour lane widening on the A 50 andis a member of a consortium for the doubling of the widthof the N 31 near Leeuwarden. The Rijkswaterstaat(Department of Public Works) has put the financing,design and construction, as well as the maintenance ofthis section of the highway out to tender as a PPP project.Infra Engineering is developing well in the field of trafficand lighting consultancy and the advisory service relatedto parking management, which was set-up in 2004, hasalso developed well.


In the field of digital registration, work commenced ondigitising the drawings for the for control, security andcommunications in five tunnels along the Betuweroute forcustomer ProRail, and also on digitising the field registerfor the Ministry of Agriculture, Nature and Fisheries.

In Belgium Imtech is involved, together with GTI-Fabricomand Strukton, in the construction of a new tunnel for theHigh-speed line. High-tension orders were carried out forELIA, the manager of the Belgian high-tension network.

Imtech’s activities in Luxembourg are also increasing. Afterthe successful implementation of the security technologyin the Markusbierg tunnel, last year a start was made on asimilar project for the Gusselerbierg tunnel.

PROSPECTSIn the Dutch buildings market the evolution into aknowledge company will be accelerated. Existing initiativesin the care and education markets and in the field of integralsecurity will be pushed forward vigorously. New initiatives inthe area of energy management, sprinkler technology andwork-station automation will be initiated. In the field ofmaintenance and management the level of service providedto customers will be raised through investments in ICT.

After a round of integration Imtech will present itself inthe Dutch industrial market with renewed élan on threefronts: installation technology, industrial maintenance and EPC (Engineering Procurement Contracting). EPC inparticular will increase the added-value still further. Inaddition, Imtech will strive to expand, via acquisitions, itsservice offering in mechanical engineering and in the fieldof rotating equipment.

High-speed railway line,

Belgium

Belgian Nation Railways was

responsible for laying the

HST-North – the high-speed

rail line from the Nether-

lands to Antwerp. The high-

speed trains will reach

Antwerp Central Station via

a tunnel. Imtech is responsible for both the project manage-

ment and the tunnel information technology. The track capaci-

ty at Antwerp Central Station is also being doubled and Imtech

is providing all the low-voltage current technology.

26

REPORT OF THE BOARD OF MANAGEMENT, BENELUX, GERMANY, UK AND SPAIN

Spearheads in Belgium and Luxembourg are the continua-tion of the organic growth and possibly the acquisition ofcompanies in order to give substance to the Imtechstrategy is these countries.

In the infrastructure market existing national and inter-national co-operations will be intensified. From theNetherlands, the Belgian and German markets will beexplored thoroughly with a view to further strengtheningand acquisitions in the rail infrastructure market have alsonot been discounted.

2004

90041.2

4.6912149

4,173

2003

95935.1

3.7943117

4,324

2002

94329.3

3.1928133

4,674

in million euro

Net turnoverEBITAEBITA as a % of turnoverOrder portfolioCapital employed excluding liquid assetsNumber of employees on 31 December

G E R M A N Y , U K A N D S P A I N

The activities in Germany, UK and Spain developed positively in 2004. Turnover fell by 6.2% to 900 million euro(2003: 959 million euro). This turnover reduction was caused by the vast AVIVA office complex in Germany,delivered in 2003, with a total turnover of around 100 million. EBITA amounted to 41.2 million euro comparedwith 35.1 million euro in 2003, an increase of 17.4%. The order portfolio fell by 3.3 % to 912 million euro (2003:943 million euro). In Germany, where Imtech is the market leader in the buildings and industry markets,the company improved its result for the seventh year in succession thus substantiating its track record in the German market. Using Imtech’s existing market positions as a springboard for expansion into the new EU countries proved successful. In the UK the performance of Meica – acquired in 2003 – was good. Spain alsodeveloped well.

PROFILE AND APPROACHWith a turnover of 741 million euro and 3,809 employees,Imtech Deutschland, with a history that dates back to 1858,is by far the largest multidisciplinary technical serviceprovider in the German market. The provision of high-value multidisciplinary total solutions (the combination ofelectrical engineering, mechanical engineering and ICT) inthe buildings and industry markets via a single contactpoint is the basis of the strong growth Imtech hasachieved in recent years. Imtech also focuses on Life CycleManagement in the buildings market and the provision ofadded-value in the industry market.

The organisation comprises six regional head offices inHamburg, Berlin, Dusseldorf, Frankfurt, Stuttgart andMunich plus sixty local support centres. This providesnation-wide coverage. There are also various competence

centres as well as separate business units for maritimetechnology and ICT. The activities are concentrated aroundthe Dusseldorf – Frankfurt – Stuttgart – Munich backbone– the heart of the German economy. To support thedevelopment, via existing customers, of positions in thenew countries in eastern Europe Imtech operates its ownsupport centres in three Eastern European countries.

Imtech’s renowned, high-value R&D centre in Hamburg,Germany – the ZIT (Zentralbereich Ingenieurstechnik) –plays a major role in enabling Imtech to become involvedwith projects at an early stage and to develop newproducts and services.

In the UK Imtech occupies good positions in the buildingsand infrastructure markets thanks to the acquisition in2003 of Meica (turnover: 122 million euro) and is also active

27

in the industry market. The activities in the buildings andindustry markets are confined to the South-east ofEngland (Greater London area) where the market issubstantial. Meica is among the top-10 players in thisregion. In the infrastructure market Meica is active nation-wide and is one of the UK’s top-5 specialists with uniqueexpertise in the field of drinking water and waste watertreatment plant design, maintenance and management.

In the Spanish market Imtech distinguishes itself from thecompetition by providing total mechanical engineeringservices with well-developed management and controlsystems. Imtech’s activities are concentrated mainly on themajor economic regions around Barcelona, Madrid andValladolid. Turnover amounts to 38 million euro, whichmakes Imtech one of the larger technical service providersin the fragmented Spanish market.

ORGANISATIONIn Germany the final phase of the integration of thepredecessors of Imtech Deutschland (Rud. Otto Meyer enRheinelektra Technik) was completed. This was coupledwith a reduction of the workforce, in part as a result of thecomplex market conditions. To strengthen Imtech’s position in the new countries in eastern Europe, a supportcentre was opened in Romania. Imtech also has supportcentres in Poland and the Czech Republic.

The organisations in the UK and Spain have beenexpanded. The opening of an office in Valencia meant afurther expansion of the activities in Spain. This is Spain’snumber three economic region after Madrid andBarcelona.

BUSINESS DEVELOPMENTGermanyAlthough the German economy grew by 1.7%, most of thisgrowth was on the export front. Internally the cyclicdynamic and investments remained at the same relativelylow level as in 2003. This meant that in the markets inwhich Imtech is active there was considerable reticencewhen it came to making the decision to actually startprojects. Despite these extraordinary market conditionsImtech made good progress, substantiated its leadingmarket position and, once again, achieved growth in bothturnover and result.

As far as the various regions were concerned, the results ofthe South-east (Munich) and South-west (Stuttgart)regions were excellent, the results of the East (Berlin),North (Hamburg), Central (Frankfurt) regions were reason-able good and the result of the region West (Düsseldorf)was lower than the 2003 result. Compared with 2003, theresults of the ICT business unit and the Schiffbau-/Dockbautechnik (maritime technology) business unit werebetter and slightly worse respectively.

BuildingsIn the buildings market the demand for space was limited.The resulting relatively low occupancy levels put pressureon prices in all the regions. New building projects werescarce and the accent was on technical improvement,renovation and conversion. Competition increased,especially from construction companies that began offeringadditional technical services without own competences.Imtech’s total package of services (electrical engineering,mechanical engineering and ICT), enabled it to counteractthis competition.

The strong position of Imtech’s R&D Centrum ZIT wasproven by orders for simulation technology for a largenumber of projects including new museums for Mercedesand toy manufacturer Steiff. The ZIT also focussed itsresearch efforts on the building renovation market. Inmany German cities there are numerous buildings which,although in excellent locations, are difficult to rent outbecause technically they are in a poor condition. PCM – anew technology whereby cold night air is stored temporarilyso it can be used to generate cooling capacity during theday – was developed especially for such buildings. Bymaking air conditioning superfluous this technologyreduces the costs of renovating buildings considerably. Thisinnovation has strengthened Imtech’s competitive position.

REPORT OF THE BOARD OF MANAGEMENT, GERMANY, UK AND SPAIN

Olympic stadium, Berlin

The monumental Olympic

stadium in Berlin, which

dates from 1936, has been

completely renovated and

extended with VIP boxes,

luxury business seats, under-

ground parking garages,

exercise and dressing rooms.

Imtech was responsible for a much of the technology, including

an ingenious lighting concept (‘Ring of Fire’) which, in the

evenings, makes the roof appear as a brightly-lit ring floating

above the stadium.


Imtech focuses primarily on special projects, such as thecomplete renewal of the monumental Olympic Stadium in Berlin and the upgrading of the technology in thegrandstand of the Hockheimring Formula-1 circuit. Onetechnological high point was the conversion of the formerzeppelin manufacturer assembly hangar near Berlin into a tropical paradise unique in Europe, with beaches, rainforest, tropical animals and a real indoor sea. Imtech wasresponsible for the total technical infrastructure of thisproject.

In the new buildings market Imtech distinguished itself inDusseldorf with orders for the total technical installationof the new 5-star Interconti Hotel (Intercontinental) andthe Media Tower (nineteen storeys, 75,000 m2).

Imtech’s highest trump card in the buildings market was,however, energy management. As the price of primaryenergy has raised so too has the demand for decentralisedenergy provision. Partly thanks to its high-value expertisein the field of thermodynamics and electrical engineering,Imtech has developed a wide range of Energy Contracting,energy upgrading and energy conservation services. In thisfield Imtech takes total responsibility for the functionaluse and operating costs of all the strategically importantenergy provisions (including heating, power, emergencypower, cooling, drinking water and waste water disposal).The most important order in this segment (80 millioneuro) was for the realisation of the total technical infra-structure in a new 150,000 m2 Campus for Infineon inMunich plus the provision of the integral EnergyContracting services for the following fifteen years. Otherorders included Vodafone’s head office in Dusseldorf andthe Rheinischen Kliniken (clinic) in Bonn.

In the field of ICT, the data communication and ICTinfrastructure activities are increasing with particularly good progress being made with Voice-over-IP, ethernetapplications and security. Major orders came from Aldi(supermarkets), Grohe (sanitary ware) and LIT Berlin.

IndustryThe situation in the buildings market has led Imtech toconcentrate more, and successfully, on the industry marketwhere Imtech has an extremely broad customer base.Imtech’s in-depth knowledge of its customers’ processes,intensive co-operation with its customers and total andintegrated package of concepts and services creates

added-value. Increasing export from Germany led toinvestments for expansion and upgrading. Competitionhas resulted in a sharp focus on reducing the costs oftechnical facilities – and area in which Imtech can serve itscustomers through:� Object-oriented energy management that leads to

reduced costs. High-value simulation technologyenables Imtech to provide customers with theoptimum advice and offer interesting EnergyContracting modules;

� Project-oriented services whereby Imtech takes fullresponsibility for the total technology from design andengineering to installation, management and main-tenance;

� Project-oriented services whereby customers aresupported with advice, planning, R&D activities andfull service contracting related to the re-location ofmanufacturing capacity to Eastern Europe.

Examples of solutions in the field of energy managementinclude the installation of a power station for Audi inIngolstadt and responsibility for the energy and buildingmanagement for Stada Arzneimittel – manufacturer ofnon-patented medicines – for a period of three years.Project-oriented added-value was offered to pharma-ceutical company Altana Pharma’s, semi-semi-conductormanufacturer Siltronic and car manufacturer Volkswagen.Imtech was responsible for the total technical infra-structure and cleanroom technology in Altana Pharma’snew drugs factory in Cork in Ireland. The same serviceswere provided for a new Siltronic facility in Freiberg.The order for Volkswagen involved the total technology in an 110,000 m2 distribution centre. Examples of project-oriented partnerships in which Imtech helped customers

28

Futuristic leisure centre

‘Tropical Island’, Berlin

A former zeppelin assembly

hangar near Berlin (107

metre high and with a floor

area of 66,000 m2) has been

transformed into the futur-

istic ‘Tropical Island’ leisure

centre with an entire tropical

island, an artificial sea and a 200 metre long sandy beach.

Imtech was responsible for the total technology, including

computer-controlled heating technology and a heat-shield

that guarantees a constant temperature.

29


to build-up manufacturing capacity in Poland andRumania include the partnerships with Selgros super-market chain, cigarette manufacturer BAT (BritishAmerican Tobacco), fish specialist Laurin Seafood and theMetro shop chain. Imtech took responsibility for both thetechnology and the building management. The total orderstream added up to tens of millions of euros.

In the power station segment there was a spin-off fromthe expertise in energy management. Imtech is one of thelarger players in this field in Germany and has amplereferences related to a variety of maintenance and servicecontracts for newly constructed power stations. Thisexpertise was exported to the Austrian market becauseAustria started an investment programme for environ-mentally friendly power stations. In Heiligenkreuz Imtechwon the order from Biomassekraftwerk HeiligenkreuzErrichtungs GmbH for an environmentally friendly powerstation. This innovative power station will provide eco-power to much of the Burgenland region. The order isworth over 31 million euro and is a breakthrough into theAustrian market.

MarineIn the marine market Imtech Deutschland is primarilyactive in the passenger liner and luxury yacht segment.The cruise market fell dramatically after September 2001and did not start picking up again until 2003. This trendcontinued in 2004. As the production capacity of thewharves was still not fully utilised, prices came underpressure. An order was received from the Meyer Werft(Wharf) for the air and climate technology and fireprotection on board a new 2,400 passenger cruise liner forNorwegian Cruise Line. Another order involved the

upgrading of the Blue Star Naxos and Blue Star Paroscruise liners for a Greek shipping company. The luxuryyacht market grew dramatically. Here the trend wasonwards and upwards – more and more complete, moreand more luxurious, more and more technology on board.Examples include the extension to 68 metres of the luxuryyacht ‘White Cloud’ and the installation of the total air andclimate technology in a 133 metre long yacht for its Arabianowner.In co-operation with Imtech Marine & Offshore workprogressed successfully on the first frigate for the PolishNavy. These two Imtech companies also worked togethersuccessfully in the UK.

UKImtech (Meica) reconfirmed its leading market positionand once again achieved an increase in turnover andresult. The completion of the technology in two high-techcall centres for London’s Metropolitan Police and anongoing project for the new English head office of theRoche pharmaceutical company had a positive effect onthe reputation. In the Greater London Area Imtech is nowone of the top technical service providers. The strategy isaimed at further growth, especially in orders for existingcustomers. Imtech’s diversity makes it stand out from thecompetition. Depending on the opportunities for a highreturn, developments in various market segments and theinvestment pattern of its customers, Imtech movesbetween the retail, offices, education and industry marketsegments and the market for (extremely) luxuriousapartments. This broad scope has been chosen deliberatelyand contributes substantially towards the continuity inLondon.

In the retail market the Peter Jones department store (theflagship of the John Lewis Group) was handed over to thecustomer after four years of renovation throughout whichthe store remained open for business. In this segmenttraditional shopping is being replaced more and more by a‘shopping experience’ whereby technology is increasing invalue. Examples of this include the Lake Side ShoppingCentre and the newly acquired Riverside Shopping Centre.After a more sombre period the London office marketbegan to recover. In London the prestigious No. 10Exchange Offices were handed over to the customer – British Land. A major new order was the officedevelopment for SKY TV (Sky Offices) in West London.Imtech is also involved with the office developments

Technological upgrading

of the Hockenheimring

Formula-1 circuit

The Hockenheimring For-

mula-1 circuit in Hockheim in

Germany is one of the ven-

ues of the Formula 1 Grand

Prix Championship.

To ensure the circuit met all

the Championship requirements, a new South grandstand and

VIP lounge has been built. Imtech was responsible for the

electrical engineering infrastructure, heating, ventilation, air

conditioning, measuring and control technology and all the

other technical provisions.

around the new Wembley Arena and the Welcome Trust’snew office. Developments in the education sector are alsopositive. The technical renovation of the Birkbeck Collegeand Whitelands private schools was completed successfully.Another new order was the upgrading of the renownedChelsea College of Art – a centre for modern art in London.Industrial orders included the renovation and upgrading ofthe Tufnell Park and Burnt Oak London Undergroundstations. Both orders included stringent technological andlogistics performance demands. The economic develop-ments went hand in hand with an increase in demand for(extremely) luxurious apartments. Because technologyand quality play a major role when it comes to apartmentsworth around one million pounds sterling, this is anattractive market segment. The multifunctional ‘AlbionRiverside’ complex was completed. New orders were FalconWarf on the Thames and Paddington Walk.In the infrastructure market Imtech (Meica) concentratessolely on drinking water and waste water treatment andhas unique and complete technological expertise (newconstruction, renovation, upgrading, piping, environmentaland process technology) at its disposal as well as athorough knowledge and understanding of the primaryand secondary processes of Water Bonds. Water Boards areregional water companies each of which is responsible formanaging the water provision in its own geographicalarea. In this segment Imtech has numerous constructionand service contracts for customers such as NorthumbrianWater, Southern Water and Yorkshire Water. After a long,drawn-out process of tendering, pre-qualification andassessment, Imtech qualified as preferred supplier to Dwr Cymru Welsh Water and will be responsible for themanagement and upgrading of all technical provisions inthe field of waste water treatment in Wales and several

bordering areas in England for a period of ten years.The contract, which is worth a total of around 300 millioneuro, formed a major breakthrough in the UK.

SpainEconomic developments remained positive in Spainalthough growth was slightly slower than in the foregoingyears. Nevertheless, 2004 was another good year forImtech with turnover and result both increasing. After therobust growth of recent years the office market showedsigns of saturation and there were fewer new initiatives inthe market. In 2004 Imtech in Madrid worked on the multi-functional Office Centre TN6 in Madrid and completed thealmost 80,000 m2 Las Mercedes Park (near the airport).Imtech anticipated market developments correctly andfocussed primarily on the fast-growing shopping centre,hotel, congress/event and museum market as well as theindustry market.

The obvious quality of previously completed shoppingcentres – ‘Xanadu’ in Madrid and ‘Espacio Léon’ in Léon – in2004 led to Imtech becoming involved in two new shop-ping centres - ‘Plenilunio’ in Madrid and ‘Vialia’ in Malaga.The air and climate technology and fire protection in Hotel‘El Cigarral’ in Toledo and hotel ‘Diagonal’ in Barcelonawere completed. The congress and event market seesImtech as a reliable and flexible partner. Imtech wasalready the technology partner for the 67,000 m2 ‘Forum2004’ and is one of the companies developing the bigcomplex of ‘FIRA 2000’ exhibition area, both in Barcelona.Imtech was also involved in the ‘Príncipe de Asturias’Auditorium in Madrid.

The new office opened in Valladolid (North-west Spain) in 2003 developed well. This office provided the base from which the industrial market in the Castilla y Léon,Asturias and Cantabria regions could be approached.The strategy proved successful – the first major customerwas tyre manufacturer Michelin; the project was acomplex upgrading process. Another industrial customerwas the Puig Beauty & Fashion Group.

PROSPECTS The prospects for Germany are positive. Further substan-tiation of the proven track record is anticipated eventhough the economy is still not co-operating. Our marketleadership, technological expertise and valuable andcomplete service offering, plus the strength of our


30

Technology in the multi-

functional building

‘The Point’, London

Imtech was responsible for

the total technical infra-

structure (including the

electrical engineering, air

and climate technology,

security, building manage-

ment, energy and lighting) in the luxury business centre

‘The Point’ in London’s Paddington Basin. The building has

become a London landmark, partly thanks to its striking

lighting scheme.

31

REPORT OF THE BOARD OF MANAGEMENT, GERMANY, UK AND SPAIN, ICT & TECHNOLGY

management and knowledge of staff, mean that Imtechcan justifiable be very confident about the future. The risein exports and the development of industrial manufactur-ing facilities in Eastern Europe in co-operation with Germancustomers offer opportunities, as does the Austrian powerstation market. In the field of energy management Imtechnow stands out from the competition and further growth isanticipated for this activity. The intention is to reinforce ourinformation and communication technology competence.In the maritime market the acquisition of HST will have apositive effect on business.

In the UK Imtech is seeking, via Meica, furtherreinforcement through acquisitions particularly in theregions in which Meica is not active. In addition, themarket for drinking water and waste water treatmentinfrastructure will be investigated to ascertain whetherhere too further acquisitions would bring opportunities for expansion. We are also actively investigating thepossibilities for a further distribution of this expertise toother European Imtech offices.

In Spain the strategy is still focused on achieving a nationalposition in mechanical engineering and electricalengineering so that multidisciplinary technical solutionscan be offered. The focus is also on the expansion of ourposition in the industrial market, especially in the field ofIndustrial Maintenance. In line with Imtech’s strategy ofreinforcement in the field of ICT, also this market sectionwill be in the spotlight for possible acquisitions.

Technology in cosmetic

manufacturer Puig’s

industrial complex,

near Madrid

Puig Beauty & Fashion

Group’s cosmetic brands

include Nina Ricci and Paco

Rabanne. In the Group’s new

25.000 m2 industrial com-

plex in Alcala de Henares, Imtech is responsible for a part of

the technology that supports the primary production process,

including process technology, cleanroom technology and

alcohol/gas detection.

I C T & T E C H N O L O G Y

On balance the activities in the ICT & Technology cluster developed positively. Turnover rose by 5.8% to 435million euro (2003: 411 million euro). EBITA amounted to 20.8 million euro compared with 18.7 million euro in2003 – an increase of 11.2%. The order portfolio also rose by 13.3% to 427 million euro on 31 December (2003:377 million euro). The underlying activities showed a mixed picture. The ICT activities developed well, whichresulted in a higher EBITA than in the preceding year. Imtech Technology did not perform as well as in 2003.The marine activities showed a substantial growth and made an excellent contribution towards EBITA.Imtech Telecom’s activities expanded in Germany, Belgium, England and Scandinavia but in the Dutch telecom-munications market pressure on prices meant margins remained too low despite a further strengthening ofthe market position.

2004

43520.8

4.8427

933,003

2003

41118.7

4.5377

842,939

2002

36119.2

5.3406

723,284

in million euro

Net turnover EBITAEBITA as a % of turnoverOrder portfolioCapital employed excluding liquid assetsNumber of employees on 31 December

REPORT OF THE BOARD OF MANAGEMENT, ICT & TECHNOLOGY

To improve its position in the growing ICT project manage-ment market BrightHouse was acquired. BrightHouse is a leading management specialist that executes complexprojects, in which information technology plays a dominantrole, on time and within budget. All three acquisitions areprofitable.

The parking activities were strengthened by the acquisitionof various Belgian and French parking maintenancecontracts from Aspark/Bolore. This has given Imtech astronger base for further growth of the European parkingactivities.

To further strengthen the marine activities, HST (HDW-Hagenuk Schiffstechnik) – a specialist in electrical systems,automation concepts, security systems and navigation & communication equipment – was acquired. With thisacquisition Imtech has become one of the strongest playersin the German marine market and has considerablystrengthened its position in the Chinese marine market.

PROFILE AND APPROACHImtech ICT is a full service ICT service provider with anintegrated package of ICT services focussed on ICTConsultancy/Project Management, Software Services andICT Infrastructures. In the Netherlands Imtech ICT, with a turnover of 134 million euro is one of the larger ICTcompanies. There is also a small office in Spain.

Imtech Technology, with a turnover of 97 million euro,operates internationally and occupies strong positions inhigh-value system technology in the oil and gas, fireprotection, access control, parking and process industryniche markets.

Imtech Marine & Offshore is a full service contractoroffering integrated total solutions with high added-valuein the international marine market. Imtech focuses on the combination of (platform) automation, bridges forintegrated ship’s management, electrical propulsion,electrical engineering and air and climate technology.Turnover amounted to 108 million euro. Imtech is one ofthe larger global players in the marine market.

Imtech Telecom designs, supplies, installs, manages andmaintains networks for operators of fixed and mobiletelecoms and broadcasting networks, internet serviceproviders and operators of larger corporate networks. Witha turnover of 96 million euro, Imtech Telecom is one of thelarger players in the European telecoms market withactivities in the Netherlands, Belgium, Germany, the UKand Scandinavia.

ORGANISATIONMarket conditions in the Software Services market areundergoing a major change. Until recently capacityproviders developed and implemented total software on asecondment basis, today there is an rapidly increasingdemand for discrete IT projects. The dominant globalplayers in this fast-growing new market are Microsoft andIBM. In 2004, three acquisition strengthened Imtech’sposition in this market considerably. With the acquisitionof the Navision activities (ERP service provision: EnterpriseResource Planning) of Level Automatisering Imtech hasbecome a Microsoft Certified Business Solutions Partner.The acquisition of IBM Software Partner, Eniac, hasconsiderably strengthened the already existing strategicco-operation with IBM and Imtech has now become one themost important IBM Business Partners in the Netherlands.

32

Call centre Theater Carré,

Amsterdam

In Theater Carré in Amster-

dam, the Netherlands’ most

famous theatre, a large-

scale renovation project was

carried out. During this

extensive project Imtech

replaced the telecommuni-

cations platform and the entire telephone system and

installed a modern call centre in which all reservations by the

public are processed automatically.

33

BUSINESS DEVELOPMENTICT in buildings, business services and industryFor the past four years the story in the ICT market has beenover-capacity and pressure on tariffs. Imtech’s strategicportfolio has enabled the company to be the exceptionthat proves the rule by still managing to achieve growth.Imtech’s drive to deliver quality within stringent budgetaryand time limits is appreciated by the market. Some of thegrowth is being achieved through intensive co-operationand cross selling between the various Imtech ICT businessunits. Despite the growth, pressure on prices means thatmargins have not yet reached the desired level.

Imtech was able to strengthen its position in ICTConsultancy/Project Management. Interest in ICT projectmanagement is increasing both within Imtech ICT and inthe market and it is in precisely this area that Imtech hasmade itself stronger by acquiring BrightHouse. Together,BrightHouse, Imtech ICT Business Improvement and Bostecform a powerful and sizeable group of high-value ICT con-sultants and ICT project managers with complementary net-works and fields of expertise. ICT assignments were carriedout for a number of customers including IATA, AmsterdamAirport Schiphol, Interpolis, Achmea and the Rabobank.

Virtually every sector of the Software Services marketremained under pressure. The exceptions were the finan-cial and agricultural sectors – the sectors in which Imtechoccupies strong positions. The demand for business intelli-gence and customer intelligence is growing among banks,insurance companies and accountants. Imtech has sup-plied advanced ICT solutions to, among others, theRabobank, AXA and Ernst & Young. In the agriculturalsector ICT is ensuring that Dutch agricultural companiesare maintaining their lead in the global market. Imtechdevelops and implements integrated ICT solutions and,as a Microsoft Business Partner, focuses on the automationof business processes throughout the agricultural chain.Projects based on Microsoft’s Navison/ERP software werecarried out for, among others, Vegex Fruit, the AalsmeerFlower Auction and international vegetable and fruit traderNature’s Pride. Imtech’s Food & Feed Competence Center – the Imtech-wide co-operation in technical automation –developed well.

One growth market in which Imtech excelled was thedigitisation of the services provided by municipal andregional authorities. These governmental bodies are

becoming more and more customer-oriented with respectto both private citizens and the business community. As aresult they have a considerable need for redundant andcentral information archiving and up-dating that enableslinkage to management information and back-officesystems. The long-term objective is to create virtualcounters/kiosks. Imtech is a specialist in this field andworks for a number of cities, including Haarlem,Amstelveen and Rotterdam, as well as the Province of Zuid-Holland. Comparable services were provided to the tax authorities in The Hague and Rotterdam. Websolutions combined with communication channels, suchas Internet and Intranet, enable operating processes to befully automated and digitally opened.

Imtech is one of the strongest players in the ICT infrastruc-ture market where its activities are primarily concentratedon storage (consolidation), server technology, work-stationautomation and the convergence of voice and data, forexample through Voice-over-IP which uses the datanetwork for telephony. Imtech is brand independent andfocuses on tailor-made solutions for a wide range ofcustomers. Imtech also co-operates with companies suchas IBM, HP, Cisco, Avaya and Microsoft and this enablescomplementary ICT services, such as consultancy, projectmanagement, additional applications, maintenance andmanagement, to be offered. In 2004 the position of theseactivities was once again strengthened considerably.Imtech is the first Cisco Partner in the Benelux to becertified for communication based on the Internet Protocol.Large projects were won, especially in the education andcare sectors. At Leiden University Imtech was responsiblefor one of the largest analogue to IP telephony conversionprojects in Europe involving over 6,000 connections invarious buildings. Other customers in the education sector


Automatic control robot

high-speed wind tunnel,

Amsterdam

In the high-speed wind

tunnel of DNW (Duits

Nederlandse Windtunnels),

one of the most advanced

test tunnels in the world,

aircraft and rocket simula-

tions are carried out at around the speed of sound. A robot arm

ensures the test models are manipulated correctly. Imtech

replaced the robot’s complex automated control system.

35

were the Avans College and the Regional EducationCentres of Flevoland and Groningen. In the SpaarneHospital, which serves Haarlem and the surrounding area,Imtech was responsible for the total renewal of the dataand telecommunications network. Imtech provided thecentral X-ray photograph storage infrastructure for theZorggroep Noorderbreedte (care group) and the FlevolandHospital. Imtech’s strong position in IBM I-based serverand storage technology was proven by large orders fromthe Fortis Bank and Informatie Beheer Groep. HP-relatedservices in the field of work-station automation werereceived from Vodafone and the Central Statistics Office.Microsoft solutions were provided to GGZ Delftland andthe City of Lelystad.

There was considerable interest in BEEP!, a mobile ticketingspecialist. BEEP! enables consumers to receive digitalcinema, theme park, event or concert tickets via SMS.Contracts have been signed with various cinemas.

Technology in buildings and industryOverall the Technology activities did not have a very goodyear. Good progress was made in the areas of fire protec-tion, access control and, in particular, process technology.The parking, metering & analyser activities, however,performed less well. Vigorous efforts were made to improveco-operation within the division. One example is EntranceVision® – a new total solution in the parking field. Therewas also active co-operation with other Imtech divisions, forexample the participation of the fire protection, access con-trol and parking activities in Imtech Security (see page 21).

In the oil and gas industry the metering activities concen-trated deliberately on high-value ICT solutions using soft-ware developed in-house. The analyser activities again had

to contend with a sharp fall in the dollar exchange rate,which so weakened their competitiveness that it wasdecided to withdraw to the market in the Benelux.

Imtech, with the top-brands Saval and Knowsley, is a majorplayer in the fire protection market. The focus is on fireextinguishers in the Netherlands and Belgium and fireextinguishing systems in the international oil andpetrochemical market. The demand for fire extinguishingsystems is increasing, which compensates for the decreasingdemand for fire extinguishers. An attractive servicecontract was signed with AJS/NAM.

In the access technology market Imtech is the brand-inde-pendent market leader and supplier of a wide range of topbrands. Imtech focuses on automated access control forpeople and vehicles. Thanks to the increasing demand forsecurity the activities developed well. The service packagewas extended with innovative electronic and biometricaccess control, ImmSec (automation of the immigrationprocedure at airports, ports and border posts) andRegistered Security (certified security analyses). Majororders were forthcoming from VUMC (The Free UniversityTeaching Hospital) and the Delft Technical University.

In the area of paid parking Imtech, via WPS ParkingSystems, supplies its combination of barcode technology,security and easy service to managers and owners ofparking garages and facilities all over the world. Thedevelopment of the activities was disappointing.

In the field of process technology Imtech possesses uniqueexpertise (Fluid Bed Technology) and is active world-wide.The market is handled from both the Netherlands and theUSA. The activities developed well, partly as a result ofImtech’s strategy of generating growth in a number ofcountries in Eastern Europe from existing market positions.In this context an order was received from the RumanianOltchim for the technical upgrading and expansion of aPVC factory in Valcea.

MarineIn the marine and offshore market Imtech has developedinto an international player of substance. The focus is onboth the naval vessel market (frigates, corvettes, sub-marines) and the markets for passenger liners, luxuryyachts, dredgers and cargo/work ships. Imtech’s specialisa-tion is unique: the combination of high-value (platform)


Bridge simulator, Zeebrugge

Imtech joined forces with

the MARIN marine research

institute to develop an

integrated digital bridge

simulator (comparable to

the flight simulator in avia-

tion) for the Maritieme

Opleidingen (Marine Training

Centre) in Zeebrugge, Belgium. The simulator is based on

Imtech technology which can mimic the navigation bridge of

regular ocean-going vessels as well as dredgers and trawlers.

owners of luxury yachts are stipulating that they onlywant Imtech’s high-tech solutions on board. Imtech is nowalso active in Germany, Russia, United Arab Emirates andTaiwan. With the yacht ‘My Caravelle / Eagle One’ Imtechdemonstrated that it is also capable of delivering high-value automation concepts in the Far East, which was abreakthrough. The service point for luxury yachts on theCôte d’Azur in France performed very well.

The Dutch market for civilian ships has virtually dis-appeared. Imtech anticipated this by situation by adaptingthe organisation and further internationalisation. Imtechis acting more and more as an automation specialist,engineer and system supplier and here too is using localsub-contractors for the installation work. A breakthroughwas achieved in China with orders for the automation of acrane ship and the platform automation and electricalcontrol/steering of a large Yacht Carrier. To strengthen theposition in China still further a co-operation agreementhas been signed with a Chinese specialist in electricalsystems with local manufacturing capacity. Good contractshave since been signed with various Chinese shipbuildersand Imtech is working on a number of ships.

In the offshore market Imtech focussed on maintenanceand management and entered into a partnership with AJS(Amec, Jacobs, Stork) for maintenance on the NAMplatforms in the North Sea.

TelecomsIn the telecommunications market Imtech has developedinto a knowledge company. Thanks to this, and continuousgrowth in Western Europe, Imtech can react to newdevelopments. Imtech has actively ensured knowledge istransferred to the various countries by setting-up compe-


36

ADSL-infrastructure for

Tiscali

Internet and communica-

tions company Tiscali offers

consumers the option of

taking out a so-called triple-

play subscription whereby

telephony, high-speed Inter-

net and radio/television are

received via the same data line. Imtech is implementing much of

the new ADSL infrastructure that is required and is responsible

for the underlying integral logistics.

automation, bridges for integrated ship’s management,innovative electrical propulsion, electrical engineering andair and climate treatment. This makes Imtech a full servicecontractor offering integrated solutions with a high added-value. Imtech is now acclaimed world-wide as a leadingand innovative system integrator. The ‘classical’ installationwork is increasingly contracted out to local sub-contractors.

The innovative character of the activities is apparent from,for example, the winning of the Maritime InnovationAward 2004 for the UniMACS Blue Line® – a basic versionof the on-board platform automation system. Otherinnovations, developed in co-operation with renownedresearch institutes, were a ship’s bridge simulator inZeebrugge and an axle-less electrically driven propeller.The co-operation with Wärtsilä, the global market leader inthe field of electrical propulsion, was also intensified.

The marine market developed positively for Imtech withan increasing number of international orders, particularlyin the naval vessel market. In 2004 Imtech worked onorders for the navies of Greece, the United Arab Emirates,Germany, Belgium, Poland, the Netherlands and the UK.Thanks to their high degree of automation, Imtech’ssolutions enable staff costs to be reduced while, at the sametime, substantially increasing on-board safety, control and,primarily task flexibility. More and more frequently Imtech,Schelde Marinebouw and Thales (clustered together in theMarine construction Cluster) are working in tandem tooffer foreign navies a total service. This cluster is also indiscussion with the Dutch Government regarding theconstruction of four new corvettes. One success was thesale, via De Schelde, of two corvettes for which Imtech wasresponsible for the integrated platform managementsystem, the integrated bridge and the electricaldistribution system. In several countries Imtech acts as thenavy’s permanent technology partner. This is the case in,for example, the UK where Imtech was responsible for the technical infrastructure and diesel-electric propulsion/impulsion on board four Royal Auxiliary Fleet vessels.For this project Imtech worked in close co-operation withthe Swan Hunter shipyard and BAE Systems (BritishAerospace). Imtech also worked successfully with BAE onthe automation of submarines.

Progress has also been made in the luxury yacht market.The co-operations with shipyards such as Feadship,Damen-Amels and Mulder went well. More and more

37


tence centres. This creates synergy. In addition Imtech hasgood co-operative links with leading system suppliers suchas Juniper Networks, Alcatel, Lucent Technologies, NortelNetworks, Ciena and World Wide Packets.

The market is focusing on the convergence and clusteringof the services offered in the form of Triple Play: the (inter-active) offering of voice, data and video/audio. As a resultof this trend the distinction between fixed and mobileservices is disappearing fast. The migration of technolo-gies is predominant with the digitisation of conventionalnetworks and the convergence of analogue applicationsand the Internet Protocol (IP) making it possible for theoperators and Internet Service Providers to offer combineddata, voice, image and sound via a broadband connection(cluster). Examples of this are Voice-over-IP and Video-on-Demand. CATV-operators (with cable and glass-fibrenetworks) and broadcast specialists (TV and radio) are alsocompeting in this market. As an experienced networkspecialist Imtech has built-up a strong and stableEuropean position in this dynamic market.

Imtech has carried out a number of innovative projectstogether with its business partners. In England, for example,Cable & Wireless’ network was equipped with 40 newJuniper IP-nodes, which increased the bandwidth consider-ably and CATV operators Telewest and NTL, together withImtech, are rolling-out a new Ethernet via glass-fibre forthe business market. World Wide Packets is also co-operat-ing on this project. In Sweden the DSL network ofBredband Bolaget (B2) was extended considerably withLucent Technologies products and in the Netherlandstelephony (Voice-over-IP Gateways) was added to the service packages of CATV operators such as Multikabel andPriority Telecom.

The construction and implementation activities increasedas a result of the rapid rise in the number of broadbandconnections and the growth of mobile networks (GSM,GPRS and UMTS). Much of the KPN and Tiscali DSL accessnetworks in the Netherlands was completed. In theNetherlands, Belgium and Germany structural work wascarried out on the engineering and roll-out of the UMTSnetworks for E-Plus, Vodafone, KPN, Mobistar and RANN (T-Mobile/Orange).

The number of ‘Indoor Wireless’ projects also rose substan-tially, not only in the Netherlands but also in Belgium and

Germany. These projects involved (radio)measurements,network benchmarking and the optimisation of GSM/UMTS coverage in large buildings and tunnels. TheOperation & Maintenance activities saw a steady growthin the number of maintenance contracts. This involvedservice contracts for various large-scale internationaltelecommunications networks of international operators.In addition, Imtech was also responsible for the correctivemaintenance of Vodafone’s mobile network.

Although 2004 was a far better year than 2003, the result inthe Netherlands was disappointing. This was mainly due tothe continuing pressure on prices and the additionalinvestments needed to build up the knowledge company.Outside the Netherlands, however, the results were positive.

PROSPECTSThe ICT activities are well positioned for further growth,partly thanks to the attractive IT market. Thanks to theacquisition of Eniac, Imtech – as one of the most importantIBM Business Partners – can offer the combination of hard-ware, software and services, not only in the Netherlandsbut also In Germany and Belgium. In these countriesImtech is focusing on acquiring positions, both organicallyand through acquisitions. The partnerships with Microsoftand IBM will accelerate Imtech’s ability to answer thechanging market demand for discrete IT projects.The acquired company BrightHouse can, in co-operationwith the existing consultancy activities, serve as a ‘multi-plier’ in the growing market for ICT project management.

The Technology activities are well prepared for furthergrowth. The strategy is aimed at intensive internal co-operation in the field of integral security and the furtherstrengthening of the parking activities in Europe.

Yacht Carrier, China

Dutch shipbuilder Dockwise

awarded Imtech, in co-opera-

tion with Wärtsilä, the order

for the platform automation

with a digital ship’s bridge

on board a yacht carrier built

in the Yantai Raffles

Shipyard in China. This

transport vessel carries luxury yachts from the Caribbean to

the Mediterranean. Thanks to its innovative high-speed

electrical propulsion this ship sails twice as fast as normal.

REPORT OF THE BOARD OF MANAGEMENT, ICT & TECHNOLOGY, FINANCIAL POSITION

38

TURNOVERIn 2004 the turnover fell by 32 million euro compared with2003, primarily as a result of the completion in 2003 of alarge project (a vast office complex with a turnover of 100 million euro) in Germany. A similar project was notforthcoming in 2004.

The in 2004 consolidated total turnover of the acquiredcompanies in 2003 and 2004 amounted to 38.7 millioneuro.

Of the turnover, 35% was achieved in the Benelux, 44% inGermany/UK/Spain and 21% by the ICT & Technologycluster.

EBITA/EBITAn exceptional charge, charged to the result, has been setaside to settle the financial consequences incurred inconnection with the Dutch installation branch’s violationsof the Dutch Competition Act by some Dutch subsidiariesin the period prior to the end of 2001. The amount involvedis 8 million euro, the effect of which is a result 3.7 millionlower than in 2003. Excluding this one-time item the EBITArose from 73.9 million euro in 2003 to 78.1 million euro in2004 – an increase of 5.8%. The increase was achieved bythe Germany/UK/Spain and ICT & Technology clusters. The

Benelux cluster achieved a lower result as a consequenceof difficult market conditions.

The organic increase of EBITA (excluding the exceptionalcharge mentioned above) was 2.6%.

The operating result (EBIT) rose by 2.6 million euro to 73.4 million euro compared with 2003, an increase of 3.8%.

FINANCIAL INCOME AND CHARGESAt 5.8 million euro negative the balance of financialincome and charges was at a lower level in comparisonwith 2003 (-/- 5.1 million euro). This includes interestincome and charges amounting, on balance, to -/- 6.4million euro (2003: -/- 6.2 million euro), mainly resultingfrom interest charges related to pension schemes underour own control in Germany. The increase in interestcharges was due to the lower net cash position through-out the year which was, in part, the consequence of acquisitions. The result of associated companiesamounted to 0.6 million euro (2003: 1.0 million euro).

TAXESTaxes amounted to 21.1 million euro, 0.3 million euro morethan in 2003. The effective tax rate rose to 35.4% primarilydue to the exceptional charge related to violation of the

Automation of high-tech

corvettes

In the market for naval

vessels the demand for

corvettes is growing.

Schelde Naval Shipbuilding

awarded Imtech the contract

for the technology in two

new Sigma Class corvettes.

This is a new generation of naval vessels that fits between the

current offshore patrol boats and frigates. Imtech provided,

among other things, an integrated platform management

system (for propulsion, navigation and energy generation and

distribution), an integrated digital bridge and the electrical

distribution system.

The international growth of the activities in the processindustry will be firmed-up.

Imtech’s marine activities are on the verge of further inter-national growth. Co-operation with international parties ispossible. Complementary services and intensive co-opera-tion between Imtech and the acquired HST will make addi-tional growth in Germany and China possible. Growth viaHST is also foreseen in the field of maritime navigation andcommunication.

Imtech Telecom is focusing on substantiating its positionas a knowledge company. Further growth is expected inBelgium, Germany, the UK and Scandinavia. Strengtheningof the European market position through complementarypartnerships and/or acquisitions has not been discounted.

F I N A N C I A L P O S I T I O N

The following explains Imtech’s financial position in more detail.

REPORT OF THE BOARD OF MANAGEMENT, FINANCIAL POSITION

39

Traffic technology exported

to Hong Kong

Together with strategic

partner Delcan, an inter-

national specialist in Traffic

Management Technology,

and a local partner, Imtech

was responsible for the

traffic management along

the new six-lane Route-8 motorway in Hong Kong. The modern

Traffic Control & Surveillance System combines traffic systems,

cameras, dynamic route-information boards (for up-to-the

minute information and notification of the maximum speed

for road users) and a traffic management centre.

facilities which, to a great extent, had not been used. Animportant part of these facilities are being provided byInternationale-Nederlanden Groep N.V., also one of thelarge shareholders in Imtech, under normal marketconditions. This implies that Imtech has sufficient financialscope for further acquisitions.

During the financial year the number of shares purchasedby Imtech to cover the option rights fell by 171,000 in con-nection with option rights that had expired and the sale ofpurchased shares.

INVESTMENTS AND DEPRECIATIONInvestments in tangible fixed assets amounted to 14.7 mil-lion euro (2003:16.8 million euro) and depreciation to 18.4 million euro (2003: 20.4 million euro). A similar level ofinvestment is expected in 2005. Divestments involved asum of 2.1 million euro (2003: 7.2 million euro).

CASH FLOW Imtech generated a positive cash flow with which theintended growth can be achieved. Cash flow fromoperational activities amounted to 48.7 million euro,10.2 million euro higher than in 2003. Cash flow frominvestment activities amounted to 40.3 million euronegative compared with 35.8 million euro negative in2003. Financing was provided from available cash flow.The working capital decreased slightly to 318 million euro(2003: 322 million euro).

CONSEQUENCES OF CHANGING TO IFRSAs far as the internal processes and management account-ing principles are concerned, the changes resulting fromIFRS are limited. This is important because it means the continuity of the financial controls are safeguarded.The financial accounting will require changes, which iswhy this process has been broadly and properlyapproached within Imtech. At present the conclusion isthat no major shifts are expected for Imtech. The impact ofIFRS on shareholders’ funds as at 1 January 2004 wil beapproximately 49 million euro negative, mainly caused bydepreciation of real estate, pensions and claims (see pages77 to 80).

Dutch Competition Act not being deductible. Whendetermining deferred taxation the reduction of thenominal rate in the Netherlands was taken in account.

NET RESULTThe net result amounted to 45.4 million euro afterdeduction of minority interests of 1.2 million euro (2003:44.0 million euro). This excludes the exceptional charge of8 million euro related to the contraventions of the DutchCompetition Act. The net return on average shareholders’funds was 11.8% (2003: 14.5%).

The order portfolio at the end of 2004 amounted to 2,110 million euro (end of 2003: 2,086 million euro) – agood starting position for 2005.

FINANCIAL POSITIONThe balance sheet total rose by 39.8 million euro to 956.2 million euro at the end of 2004 (2003: 916.4 millioneuro). Over 10.4 million euro of this increase was generatedby the acquisitions that went into effect in 2004. Inaddition, the balance sheet increase is the result of organicgrowth in work in progress and claims. Shareholders’ fundsrose due to an addition from the 2003 result amounting to 16.2 million euro and amounted to 323.7 million euro atthe end of 2004 (end of 2003: 311.0 million euro), anincrease of 12.7 million euro.

The good solvency position remained stable. At the end of2004 this was 34.2% (end of 2003: 34.3%). The net cashposition amounted to 113 million euro (2003: 124 millioneuro). On 31 December 2004 Imtech had over 123 millioneuro in liquid assets at its disposal and ample bank

41

REPORT OF THE BOARD OF MANAGEMENT, RISK MANAGEMENT

RISK CONTROLImtech’s Board of Management is responsible for thedesign and operation of the internal risk management andcontrol systems. The objective of these systems is tocontrol significant risks to which the company is exposedand the realisation of the company’s operational andfinancial objectives and also to ensure compliance withapplicable law and regulations. The Board of Managementis aware that such systems, however extensive they maybe, can not provide absolute assurance that the company’sobjectives are achieved nor entirely prevent all materialerrors, loss, fraud and contraventions of Laws andregulations.

Although a great deal of attention was already paid to riskmanagement, in the year under review the DutchCorporate Governance Code led to a start being made on a systematic and formal evaluation of the internalmanagement and control systems. The end result will bethat operating companies will have to perform an annualself-assessment of their internal management and controlsystems and then produce a declaration stating that thesesystems are effective and adequate. These self-assess-ments will be based on the COSO framework for internalcontrol. When the process explained above is completed,the Board of Management will submit a statement

regarding the effectiveness of the internal risk manage-ment and control systems.

FINANCIAL RISKS Imtech has ample bank facilities at its disposal for thedevelopment of business operations, including the day-to-day management of working capital and the taking-on ofobligations (including bank guarantees and letters ofcredit). On top of this a portfolio of medium-term stand-byfacilities amounting to a total of over 100 million euro isavailable. No securities related to these facilities have beenprovided but accepted financial covenants have beenagreed. Imtech has not been awarded an official creditrating. In the light of its strong balance sheet position andpositive cash flow, Imtech has good creditworthiness and,therefore, ample access to other public and private sourcesof financing.

Imtech’s foreign currency exchange risks are extremelylimited – over 90% of the money stream is in euro and theremainder is mainly in pounds sterling and the US dollar.The limited exchange rate risks related to foreign partici-pations are not covered. The equally small exchange raterisks arising from the purchase of materials for sale abroadare covered, as far as possible, by forward currency contracts.The sum involved amounts to several tens of million euro.As Imtech serves over 15,000 customers varying from verysmall to very large, creditor risks are very widely spread.Debtors credit insurance is not used, apart from in a fewexport transactions, but use is made of credit informationsupplied by specialist institutions.

Financial obligations related to leasing and hiring contractsinclude the vehicle fleet and a major portion of the businesspremises currently in use (see the entry for contingentliabilities on page 61 of this report).

Staff pension schemes are, for the most part, placed withvarious industrial pension funds. Imtech also operates asupplementary pension scheme for higher and middlemanagement, which is placed with the company’s ownpension fund (CPIM). The average salary regulation means

R I S K M A N A G E M E N T

Risks can be divided into several categories: Financial risks, operational risks and market risks. The manage-ment of these risks is one of the strategic cornerstones of Imtech’s policy. Imtech’s Business Principles are alsopaid a great deal of attention.

Technology in the InterConti

Hotel, Dusseldorf

Imtech is implementing

the total technology in

the 5-star InterContinental

Hotel in Dusseldorf.

The hotel has 280 rooms and

suites, 25,000 m2 of event

and conference space, 8,700

m2 of offices, a 4,600 m2 beauty and fitness club and an exten-

sive parking garage. Imtech’s responsibilities include the air and

climate technology, the sprinkler technology, the electrical

engineering and the security. Underground spring water is used

to cool the building.


backservice obligations related to pension schemes arelimited to the indexing. In Germany a portion of thepension obligations is self-administered. These obligationsexpose Imtech to, amongst others, interest rate risks.

OPERATIONAL RISKS Partly as a consequence of technological developments,increased complexity in various market segments and thecontinuous broadening of the international context inwhich Imtech operates, the projects for which Imtech isresponsible keep on getting larger and larger and moreand more complex. The number of performance contractsand projects based on a very ‘open brief’ is also rising.On top of this, Imtech is become involved with projects atan earlier and earlier stage and there is a growing trendtowards Public Private Partnerships (PPP). All this adds upto increasing risks.

These developments have meant that for some years nowImtech has been paying more and more attention tomanaging operational risks. In the year under review, andto a degree influenced by the Dutch Corporate GovernanceCode in which risk management is an important item,Imtech intensified its risk management policy. Theobjective is the timely anticipation of risks so as to preventsurprises arising at any time whilst a project is in progress.This is carried out by the company’s in-house RiskManagement department, which was expanded in theyear under review, using risk management proceduresdeveloped and implemented specifically for Imtech andpatented under the name GRIP®.

The Risk Management policy stipulates that, in manycases, Imtech companies must notify the RiskManagement department at a very early stage of a projecttendering process so a risk inventory and risk managementprofile can be drawn up.The following criteria apply for theselection of a project:� project estimates above 4 million euro;� projects which are, geographically, in a country or

countries other than that in which the relevant Imtechcompany is based;

� projects involving participation in a consortium orsome other form of co-operation;

� projects with an extra high risk profile, particularlycomplex projects or projects involving special contracts.

The aspects covered in the risk inventory include thecustomer, the contract type and conditions, thecomposition of the project organisation, the technology,the location of the intended project, the design andmaterials, organisation and execution aspects, pricestructure, co-operation with third parties, time scale andsafety.

Risk Management has thus developed from a facilitatingstaff department into an auditing knowledge organisationwith its own sphere of expertise and using the GRIP®method integrally throughout Imtech. The pro-active useof this risk inventory has enhance risk awareness withinImtech. Risk Management was, for example, also involvedin various foreign acquisitions and local project managersnow use the GRIP® method for smaller projects as well.The Risk Management and Legal departments organiseRisk and Contract Management workshops at variouslevels in the organisation. During these workshopspractical examples of contract evaluation, purchasing andexecution problems are discussed and evaluated.

Risk Management is now active in the Netherlands,Belgium and Germany. In the future the department willcover the entire group.

Once a tender has been accepted the risk profile is checkedregularly and progress is reported. The cash flowdevelopment, progress, result and risk development ofthese large and more complex projects are reportedregularly to the Board of Management via Project StatusReports.

42

Maintenance contract

Governmental Center of

the Netherlands, The Hague

After a European call for

tenders Imtech was awarded

the maintenance contract

for the complete building-

related technical mainte-

nance and management of

the Governmental Center of the Netherlands in The Hague.

The contract will run for four and a half years. Imtech is main-

taining the technology in the Second Chamber, virtually all the

Dutch Ministries and various other Governmental buildings.

43

The Legal department checks the legal aspects of projectcontracts in the tender phase and any deviations from thepolicy are put before the Board of Management forapproval. If the project is large or risky the projectmanagement staff may also include a contract manager.The company is also well insured against possible damagearising from business and execution risks.

Imtech operates a system of regular internal reporting anda budgetary cycle that follows standard procedures anddetailed guidelines. The financial reports are evaluatedcentrally and compared with the approved budgets.Forecasts are checked quarterly and, where necessary,amended. There are standard procedures for investmentsand divestments and also for the assessment and approvalof acquisitions. Each operating company signs a letter ofrepresentation.

Once a year priorities, based on risk assessment, are setfor investigating the structure and functioning of theoperating companies’ administrative organisations andinternal controls. The outcome of these investigations isdiscussed regularly. Twice a year the Board of Managementreports its findings to the Supervisory Board.

Product liability is only relevant for Imtech to a very limiteddegree as the company hardly ever develops its ownproducts but purchases them from many differentsuppliers who are responsible for their own products.

Stock risks are zero because Imtech purchases on a projector part of project basis, which means stocks hardly everbuild-up.


The policy objective in the area of safety and working con-ditions is the proper protection of employees. This meansthat the risks of job-related accidents, and possible claimsresulting from such accidents, remain limited.

MARKET RISKS Doing business involves risks. These risks vary for thedifferent activities with which Imtech is involved. The cyclicnature of these markets differs, which means Imtech is lesscyclic-sensitive than companies which concentrate on justa single or a few markets. The combination of technologies(information and communication technology, electricalengineering and mechanical engineering), the geographicalspread and the diverse markets make Imtech less sensitiveto fluctuating market conditions.

Market risks include economic, political and social risks.Imtech operates mainly in Western Europe in carefullydefined markets. The related risks in terms of instabilityare minimal.

BUSINESS PRINCIPLES The general rules for conducting business within Imtechare laid-down in the ‘Business Principles’. Each managerhas a copy of these Business Principles and is committed tothem. In the Business Principles it is stated explicitly thatstaff must comply with the Law and that all businesstransactions must be accurately accounted for in thebookkeeping. Imtech also taken measures to preventcompetition limiting agreements and fraud. In respect ofthe annual accounts and on behalf of the external auditor,every divisional and company director has formallydeclared that he or she is not aware of any (possible)contravention of the Law.

Fire security in the

Mercedes Benz museum,

Stuttgart

When completed the new

17,000 m2 Mercedes Benz

museum in Stuttgart will

exhibit every Mercedes

model from the first (1885)

to the latest. With safety in

mind Imtech has tested the fire security of the museum in its

R&D centre in Hamburg and integrated an innovative smoke-

suction system into the spiral-form design.

REPORT OF THE BOARD OF MANAGEMENT, PERSONNEL AND ORGANISATION

MANAGEMENT DEVELOPMENTIn 2004 a number of programmes for young managerswere developed. These programmes will be organised in2005. The so-called Imtech-orientation weeks are intendedto give young managers a broad knowledge of the Concernand to start building up networks for the new generationof Imtech managers. In principle, every endeavour is madeto promote higher and middle management staff fromwithin the company’s own ranks. To answer the need formanagers in the coming years, programmes have also beenset-up for the acquisition of potential managers who willfollow a trainee programme that will enable them to be‘fast-tracked’ into positions in the organisation. In addition,Imtech is focussing on longer, intensive managementprogrammes that put the emphasis on personal effective-ness, leadership and strategy development.

In 2004 the accent was on management successionproblems at the highest level in the Concern. If there is nomanagement successor in place internally, the approach isto set up an internal development programme forpotential candidates. This management programme wasdeveloped because for a number of positions a structuralsuccession could not be foreseen. In addition, a start wasmade on drawing-up a list of competencies with theobjective of being able to determine more accurately thequalities the successful Imtech manager should possess.In the course of 2005 competence profiles will beimplemented in every part of the company. A focus on

44

strategy and co-operation within the company are anintegral component of all training activities.

OCCUPATIONAL HEALTH & SAFETYIn the Netherlands Imtech has had its own OccupationalHealth & Safety Service (Imtech Arbodienst) right from thestart and, contrary to the trend, has retained it. The ImtechArbodienst has a prominent position in Imtech. From thearea of absenteeism and the prevention of absenteeismthe Imtech Arbodienst has, over the years, expanded itspackage of services to encompass other aspects includingcompany care, safety and employee satisfaction surveys.The Imtech Arbodienst also provides services to the industrybranch association. The short lines of communication withthe companies and the high-quality of the service providedhave contributed towards the fact that all the Dutchcompanies have (voluntarily) sought affiliation with theArbodienst. The Arbodienst is a valuable participant in theconsultations with the Human Resources departments atboth a divisional and concern level.

STAFF IN-FLOW AND OUT-FLOWEspecially in the Netherlands staff numbers have fallen.The pressure on the result development in the variousmarket segments led to a critical evaluation of staff costs.The indirect staff costs, most of which relate to temporarystaff, were paid particular attention. Although Imtechprefers to employ instruments such as natural out-flow and thus minimise compulsory redundancy as far aspossible, in 2004 additional measures were necessary.

For many years the demand for well-qualified technicalstaff has been an issue requiring attention at every level of the labour market. Because Imtech is continuing todevelop in specific market areas and is positioning itselfhigher in the business column, the need for highly-qualifystaff has not lessened. In addition to industry-linkedtraining activities Imtech runs a large number of vocationaltraining courses in-house. Imtech also has various co-operative links with universities and high schools.

P E R S O N N E L A N D O R G A N I S A T I O N

In the year under review extra attention was paid to Management Development, the Imtech OccupationalHealth and Safety Service, social legislation, pensions and representative bodies.

Technology in Atlanta

Pharma medicine

manufacturing plant,

Ireland

Imtech is responsible for the

technical implementation in

the medicine manufacturing

plant of pharmaceutical

company Altana Pharma

near Cork. Imtech’s responsibility includes the total air and

climate technology, the complex purified water system, the

cleanroom technology, all the electrical engineering solutions

and the building management system.

REPORT OF THE BOARD OF MANAGEMENT, PERSONNEL AND ORGANISATION

The average age of Imtech’s Dutch employees is relativelyhigh and will become higher in the coming years.In 2004 a working-group was set-up to flesh-out the policyrelated to the company’s maturing employees. Therepresentative bodies within Imtech have also requestedthat attention be paid to this issue. The balanced agedistribution of the workforce will be a priority with regardto the in-flow of staff.

SOCIAL LEGISLATION AND PENSIONSThe social reforms in the companies are very noticeable,especially in the Netherlands and Germany.The Dutch Metaland Technical Branch industry association’s unexpectedmove to scrap the payment of pensions before the age of 60, plus the Dutch Cabinet’s plans scrap to early retirementpensions has caused considerable unrest amongst the olderemployees. This has, understandably, led to concernsespecially in the cases of reorganisations where earlyretirement was a component of the package. In Germanytoo there has been a great deal of discussion aboutstrengthening the competitiveness of the businesscommunity by increasing working hours to 40 hours a week(without increasing wages) and reducing the number ofholiday days.

CONSULTATION WITH REPRESENTATIVE BODIESThe implications of Corporate Governance were addressedin consultations with the central representative bodies and Imtech’s policy was deliberated in-depth duringpresentations and discussions. The theme-meetingsproved to be a success. Socially Responsible Business (SRB)was an important theme and, after discussion, the compa-ny filled in more detail regarding the focus and objectivesof the central representation. In 2005 further work will bedone related to the company’s policy on this issue andchoices will be made by the company.

In the light of the many acquisitions, a scenario isproduced in which the working method and position of the representation are specified in more detail. Theproposals have been adopted by the company and, alongwith the formal advisory rights, serve as a guideline for negotiations related to the acquisition and sale ofcompanies.

Current policy issues, such as management development,career planning and issues related to early retirement,were discussed during the meetings and will be followed-up in 2005.

The first discussions regarding the introduction of aEuropean Works Council took place in Vaals.

Category

General

ProductivityEfficiency

Flexibility

ProfessionallyHealth & Safety

Indicators and control numbers

Number of employees on 31 December In-flow percentage (excluding acquisitions)Out-flow percentageVoluntary out-flow percentageResult after interest per FTE (in thousand euro)Salary costs per FTE (in thousand euro)Training costs (as % of wage costs)Average ageNumber of employees aged 30-45 (%)Average years employed by the company per employee (%)Average sick leave per employee (%)Frequency of accidents per million hours worked

Indicators and control numbers

2003

13.1003,99,63,35,0

47,9 1,5

– 47

11,24,5

0,13

2004

12,8366.0

10.54.05.3

48.72.04147

12.34.6

0.03

45

1 Not included in reportage.2 Figure only for the Netherlands.

1

2

REPORT OF THE BOARD OF MANAGEMENT, PERSONNEL AND ORGANISATION, SOCIALLY RESPONSIBLE BUSINESS

46

In this context, in 2003 a Socially Responsible Businessmemorandum was discussed with the Supervisory Boardand the Central Works Council and a special theme-newsletter ‘Safety and the Environment’ was distributedwith last year’s Annual report. In 2004, in consultation withthe Central Works Council, a policy framework within whichImtech wishes to operate was drawn-up. Key points in thisdocument are honest entrepreneurship, safety and theenvironment, being a people-oriented organisation, payingspecific attention to stakeholders and respecting thecommunity.When working out the policy Imtech will seek abalance between technology and ecology and betweeneconomy and standards and values. The balance betweenthese factors is dynamic – nothing develops as fast astechnology.

As far as its own primary processes are concerned SRB isvery limited for Imtech. As a European service providerImtech does, of course, comply with all the relevant legalrequirements and standards. Where products or servicesare manufactured or supplied by a customer, primaryresponsibility within the framework of the applicablelegislation rests primarily with that customer and, also,

with the Government in so far as the banning of possiblycontroversial products is concerned. Customers also havetheir own responsibilities related to sustainable operation.As a service provider and integrator of products producedby third parties Imtech is itself never, or rarely, responsiblefor producing products or services.

As far as safety and ecology are concerned, Imtech’s services make a major contribution towards SRB. Partlythanks to Imtech environmental pressure is reduced,sulphur emissions are lower, fossil fuels will be availablefor longer and a substantial quantity of energy is saved.In addition, Imtech provides advice regarding the use of(the most) environmentally-friendly technology in projectswhere the responsibility for making the decisions restswith the customer. Fox examples of the numerous projectsin the field of Energy Contracting in the buildings and industry markets, the development of energy-saving buildings and ships, energy-saving lighting and theprovision of advice in the field of Energy PerformanceAdvice (EPA), see the reports of the various clusters.

In Germany, in a continuously improving consultativeprocess, is being considered how, from both a companyand an employee perspective, the competitiveness couldbe improved. In this context a great deal of attention waspaid to staff tariff conditions.

The consultations between the Board of Management andthe representative bodies have been open and informaland the Board appreciates the pleasant and relaxedatmosphere in the meetings during the past year. The pro-active and enterprising role of the representative bodiesunderlines their solidarity with the company’s goals. TheBoard of Management would like to thank the nationaland international representative bodies for the positiveand constructive way in which the consultations havetaken place.

Upgrading comfort and

safety in two hospitals,

Luxembourg

Imtech has equipped 530

patient rooms in two

Luxembourg hospitals –

Hôpital Kirckberg in Kirkberg

and Centre Hospitalier du

Nord in Ettelbruck – with

integrated TV, radio, telephone, info-channel, nurse calling and

emergency systems facilities. The objective is increased com-

fort and safety. At the same time all the patients and Sisters

have been connected to a central communication system.

S O C I A L L Y R E S P O N S I B L E B U S I N E S S

Imtech has now moved beyond the orientation phase of Socially Responsible Business (SRB) and has definedSRB as meeting those social and ecological demands and (implicit) expectations of stakeholders which are overand above the legally stipulated obligations. In connection with this Imtech focuses on the question of how itsown primary processes can contribute towards sustainable development.

47

It is abundantly clear that SRB within Imtech cannot berestricted to just one company. Each individual company isa link in a chain that, in today’s society, can encircle theworld. Cooperation and consultation within the chain – theso called ‘chain-thinking’ – is, therefore, essential if ourgoals regarding sustainable business are to be achieved.And this is where Imtech does have responsibilities: forcompany care systems, for safety and for the environment.

COMPANY CARE SYSTEMSAll the Imtech companies meet the highest standards withregard to quality, safety, working conditions, health andthe environment. This offers customers, the communityand staff the maximum assurance in these areas. All thecompanies are certified on the basis of the relevant ISOquality standards, have safety certification and also haveextra certification for specific projects. Quality, safety,working conditions, health and the environment are thusintrinsic to Imtech’s operations and make an essential con-tribution towards the company’s continuity. These aspectsare laid-down in a company Care System that is checkedregularly by the management and, where necessary,optimised. Suppliers are asked to guarantee their productsand services in the same way.

The company Care System encompasses – within theperipheral conditions of ISO 9000, ISO 9001 en VCA** – the entire business process from selection, purchasing,installation and/or application to maintenance andmanagement. Responsibility rests at the deepest possiblelevel of the organisation. Every employee, be they amanager or a worker on the shop-floor, is responsible forthe high-quality, safety, health and environmental-awareness of his or her own operations. The staff’sperformance and targets in this area are checked each yearvia the job assessment system and, where necessary,improved through additional training or instruction.

SAFETYEnsuring good working conditions is a priority for Imtech.In concrete terms this means the achievement of themaximum possible safety and the best possible protectionof health and welfare as well as the best possiblemanagement of absenteeism due to sickness and theprevention of sickness and the inability to work for all itsstaff, including temporary staff and (sub)contractors’ staff.Consequently, the policy is also aimed at preventing work-related injury for everyone involved. Where risks are

unavoidable, Imtech aims for a project organisation suchthat there are no unacceptable risks. To prevent work-related risks and harm to the environment, damage controlpoints are built-in to the risk inventory in the workpreparation phase, the internal and external audits, theintroduction of staff to the working area and in monthlyworking area inspections. Any problems that are noted arefollowed-up by informing staff during the monthly ‘tool-box’ meetings (workplace meetings) and, where necessary,by ensuring staff are specially trained for tasks and areprovided with the right equipment and materials. Whenequipment is used, clear, certified procedures andinstructions plus expert assistance ensure the work iscarried out professionally. Equipment and materials whichcould be dangerous for people and the environment areinventoried and every employee is made aware of the risksvia a system of information sheets.

The certified Occupational Health & Safety Service withspecialists in Imtech’s specific working environmentguarantees expert, practical and policy-oriented guidanceand (medical) advice. The Occupational Health & SafetyService advises in the area of company health,absenteeism through sickness and reintegration,occupational safety, occupational and organisational skillsand environmental issues. Specific investigations tomeasure the degree to which Imtech’s staff are exposed towork-related risks are carried out. Some examples are:exposure to quartz dust, welding fumes investigation andinvestigations into the effects on health of radiation fromtransmitter masts. Expertise is kept up-to-date throughcontinuous refresher courses and training. Performance ischecked through regular internal and external audits

REPORT OF THE BOARD OF MANAGEMENT, SOCIALLY RESPONSIBLE BUSINESS

Sustainable technology

Flemish Administrative

Centre, Hasselt

The Flemish Administrative

Centre is based in Hasselt in

Belgium in one of the most

sustainable governmental

buildings in Europe. In ad-

dition to all the air and

climate solutions, Imtech was responsible for the innovative

concrete core activation (cool night air is blown into the hol-

low concrete construction), adiabatic cooling (whereby collect-

ed rainwater is filtered and then converted into a mist for

additional cooling) and energy-economical heating.

and meetings within the Association of IndustrialOccupational Health and Safety.

To further hone its already stringent safety standards, in2004 an Imtech-wide safety campaign was carried out.The objective is to further emphasise, via an integratedand recognisable safety campaign, the need for work to becarried out safely throughout the entire Imtech organisa-tion and to optimise employees’ personal involvementwith and responsibility for their own safety. The themesthat were dealt with included tidying up the workplace‘(it’s safe to be tidy’), the estimation of safety risks beforethe commencement of a project (‘think before you act’)and staff alertness (‘if it’s dangerous tell us’). The objectiveis to reduce the number of accidents still further.

ENVIRONMENTAL CAREBy environmental care Imtech understands the preventionof air, water and soil contamination, noise and othernuisance, such as the emission of coolants, and thelimitation in advance of damage resulting from eventsthat could occur despite all preventative measures.Environmental demands are a fixed criterion whenproducts are developed and services are carried out. Theenvironmental policy is safeguarded through externalaudits, is certified in conformance with the relevantaspects of ISO 9001, ISO 9002 en VCA** and fulfils all therequirements of SCIOS (the association that certifies,inspects and maintains heating installations) and STEK(the association that certifies cooling installations).On project sites environmentally damaging materials are always removed in conformance with statutoryrequirements, whether or not this is covered byagreements with the customer or partners. To limit orprevent the emission of greenhouse and ozone-damaging

gasses, staff are specially trained and certified. The smallquantities of waste generated at the office sites isseparated and removed in accordance with statutoryregulations and its disposal is administered and monitoredby a certified waste disposal company. In England Imtechhas now been awarded ISO 14001 environmentalcertification.

GOALS AND PROSPECTS

GOALSDepending on the progress of the intended acquisitions,and without lowering its qualitative targets, over the nextfour years Imtech will strive for a turnover level of around 3 billion euro (2004: 2.1 billion euro).

Under ‘normal’ market conditions Imtech strives for a target margin of approximately 6%. This target iscomposed of:� 5% for the multidisciplinary technical services in the

Benelux (around 35% of turnover);� 4% for the multidisciplinary technical services in

Germany, England and Spain (around 40% of turnover);� 10% for the high-value activities in the field of ICT

& Technology (around 25% of turnover).Achieving these target margins will depend on develop-ments in the various market segments (particularly ICTand Telecoms).

PROSPECTS 2005

Imtech is well-positioned for further growth underimproving markets and is facing 2005 with confidence.According to its current views, the Board of Managementexpects that, in case of improving market conditions, in2005 operational results will increase further.

48

REPORT OF THE BOARD OF MANAGEMENT, SOCIALLY RESPONSIBLE BUSINESS, GOALS , PROSPECTS 2005

Technology in the Solaris

Office Building, Madrid

The Solaris Office Building

stands in a central and easily

accessible location in

Madrid’s Alcobendas busi-

ness district. Procam, Caixa

Catalunya’s real estate

development group, award-

ed Imtech the order for the total air and climate technology,

including an advanced Building Management System (BMS), in

this hypermodern building.

49

ACCOUNTING PRINCIPLES FOR THE ACCOUNTS OF IMTECH N.V.

GENERAL

Principles of consolidationThe consolidated accounts include the accounts of Imtech N.V. andall those companies with which Imtech N.V. forms an organisationaland economic unit. Consolidation is based on uniform principles in accordance with the integral consolidation method wherebyinter-company assets and liabilities, income and charges and inter-company profit included in the group assets on the balance sheetdate are eliminated.The assets, liabilities and results of the consolidated companies areincluded in full. Minority interests in the Group funds and/or Groupresult are shown separately.

AcquisitionsDuring 2004 a number of acquisitions took place, mainly in the ICT& Technology cluster.This concerns the IBM software partner Eniac (annual turnover 14 million euro), the ICT consultant Brighthouse (annual turnover 5 million euro) and the Navision activities of Level Automatisering BV(annual turnover 2 million euro).The marine activities have been strengthened by the acquisition atthe end of 2004 of HST (HDW – Hagenuk Schiffstechnik GmbH)with an annual turnover of 36 million euro.The purchase price of these acquisitions, plus three smaller asset/liability transactions, amounted to 38.6 million euro. The purchaseprice is inclusive the post-payment on acquisitions from formeryears and a future earn-out payment. The total number of FTEsemployed by the acquired companies was 300.

Accounting principlesThe accounts have been prepared under the historical cost conven-tion. Unless otherwise stated hereafter, valuation has taken placeat nominal value. Assets and liabilities are attributed to the periodto which they relate.

Conversion of foreign currenciesAll items in the Consolidated Balance Sheet expressed in foreigncurrency have been converted into euros using the exchange ratesprevailing at the end of the financial year. If exchange risks onmonetary positions on the balance sheet date are covered, thedifference between the cash exchange rate prevailing on thebalance sheet date and the forward rate of exchange is included as

a transitional item. The difference between the current and hedgedforward rate of exchange is attributed in proportion with the termof the hedged transaction.Currency exchange rate differences in the conversion of the netinvestment in foreign participating interests are charged or credit-ed directly to shareholders’ funds.Exchange rate differences arising from transactions conducted inforeign currencies are credited or charged to the profit and lossaccount.In the Consolidated Profit and Loss Account, the information related to foreign Group companies is converted at the calculatedaverage rates of exchange for the financial year. The resultingdifference between the calculated net result as per the profit andloss account and the net result converted using the exchange rates prevailing at the end of the year is credited or charged directly toshareholders’ funds.

Financial derivativesFinancial derivatives may be used to cover currency exchange raterisks and interest risks.

Financial derivatives are recognised in the profit and loss accountwhen the hedged position is settled.

CONSOLIDATED BALANCE SHEET

Intangible fixed assets Intangible fixed assets includes the goodwill arising from theacquisition of capital interests. The difference between theacquisition price plus costs related to the acquisition, and the net asset value of the participation is regarded as goodwill. The net capital value is determined by the assets, provisions andliabilities of the acquired company valued on the basis of Imtech’saccounting principles.

Goodwill is amortised on the basis of the economic lifetime up to amaximum of twenty years. If necessary an impairment in value istaken into account.

Tangible fixed assetsThese are valued at their acquisition price or manufacturing costtaking into account linear depreciation calculated over theeconomic lifetime. Land is not depreciated. Impairments are taken

ACCOU NTI NG PRI NCI PLES FOR TH E ACCOU NTS OF IMTECH N.V.

into account. Assets no longer in use have been written down totheir expected net realisable value if this is lower.

Associated companies and receivables from associated companiesSharesDurable capital interests held, on the company’s own account andfor the benefit of the company’s own activities, are classified underthis item. If a significant influence can be exerted over policy theshares are valued on the basis of the share in the net asset valueaccording to Imtech’s principles of valuation. If no influence can beexerted the shares are valued at cost price or market value,whichever is the lower.

ReceivablesReceivables of a financing nature (for a term generally longer thanone year) from companies, in which durable capital interest is heldon the company’s own account and for the benefit of thecompany’s own activities are classified under this item. Thesereceivables are stated at face value less provisions considerednecessary for doubtful receivables.

Other securities and receivablesOther securitiesOther securities represent shares in companies which are notclassified as either Group companies or associated companies.Individual securities are valued using the price lower of cost ormarket value.

Other receivablesThese represent loans and guarantee deposits and are stated atface value less provisions considered necessary.

Work in progressWork in progress for third parties is valued at the direct costs – primarily materials, salaries and social security charges – plus asurcharge to cover attributable indirect costs and a percentage (inproportion with the percentage of work completed) of the profitexpected on completion of large projects and minus provisions forexpected losses if applicable. If a project has a contract price of 2 million euro or more and a duration of longer than one year apercentage of the profit proportional to the percentage ofcompletion is booked. The profit related to other projects is bookedon completion of the project. These other projects comprise apermanent stream of orders most of which have a duration of less

than one year, which means recognision of the profit on the basisof a percentage of completion would not have any materialinfluence on the shareholders’ funds and result.

The projects for which profit is recognised proportional to thepercentage of completion are generally more complex projectswith a correspondingly greater level of uncertainty. As a result ofmore up-to-date insights, in the year under review the limit wasreduced from 35% to 25%. The effect of this amendment to theestimate amounted to 1.7 million euro. For this reason no profit isrecognised over the first 25% of the work executed. Invoicedinstalments are deducted from the balance of the work in progressless provisions.

StocksStocks of raw and ancillary materials are stated at the lower of cost on the basis of first in first out (fifo) or market value on 31 December. Stocks of finished and semi-finished products arestated at the lower of absorption cost or net realisable value on balance sheet date.

ReceivablesReceivables are stated at their face value less provisions considerednecessary for doubtful receivables.

Group fundsThe share of third parties in Group companies is included underGroup funds. Minority interests are stated at their share in the netasset value determined through the application of the accountingprinciples adopted for these consolidated annual accounts.

ProvisionsThe provisions for pensions are stated at the discounted cashvalues according to actuarial principles. The pension schemes inGermany relate to final pay schemes partly managed by Imtech.These pension obligations in Germany are calculated in accordancewith FAS 87. The annual interest account is charged as interestexpense.

The provision for warranties is based on a percentage determinedthrough experience of the production.

50

51

ACCOU NTI NG PRI NCI PLES FOR TH E ACCOU NTS OF IMTECH N.V.

The provision for deferred tax has been built up for differencesbetween the commercial and fiscal valuation of certain assets andliabilities, insofar as these differences will be taxed in the futureexcept for differences relating to the permanent part of work inprogress. The provision for deferred tax is calculated against therates prevailing on the balance sheet date. Entitlements relating toloss compensation are reflected insofar as these can be realisedwithin a reasonable period of time. Entitlements relating to losscompensation and temporary differences which are realisable with-in one year are reflected as other receivables.

The provisions for reorganisations are formed for legallyenforceable and actual obligations resulting from detailedreorganisation plans.

Long-term loansThis concerns long-term loans with a remaining term of more thanone year. Instalments due within one year are included under short-term loans.

Contingent liabilitiesFor the majority of its Dutch subsidiaries Imtech N.V. has issued adeclaration of joint and several liability under Article 403, Book 2 of the Dutch Civil Code, so that these companies do not have toprepare and publish annual accounts in accordance with therequirements of Title 9 of Book 2 of the Dutch Civil Code.

CONSOLIDATED PROFIT AND LOSS ACCOUNT

Net turnoverNet turnover is defined as proceeds from work delivered to,and products and services supplied to, third parties and non-consolidated participations excluding VAT over the turnover.Transactions between group companies are based on prices thatare, in general, comparable with market prices.

Other operating incomeOther operating income is defined as the results that are not directlyrelated to the company’s core activities, such as divested assets andrecharged transport and handling costs.

Financial income and expensesThe results from participations relates to the share in the result ofcompanies in which there is a participating interest. The share is determined in accordance with the accounting principles of Imtech N.V.Interest income and charges concerns interest that must beattributed in the year under review as well as the costs related tobank guarantees.

TaxesTax on the result is calculated on the basis of the result according tothe profit and loss account and the applicable tax rates, taking intoaccount permanent differences between the result according to theprofit and loss account and the fiscal profit. Deferred tax liabilitiesand assets related to the temporary difference between the resultaccording to the profit and loss account and the fiscal profit areincluded in the provisions for deferred tax liabilities and otherreceivables.

Profit and loss account Imtech N.V.As the Consolidated Balance Sheet and Profit and Loss Accountinclude the financial data of Imtech N.V., the Profit and Loss Accountof Imtech N.V. is presented based on Article 402, Book 2 of the DutchCivil Code.

Information per shareThe information per share is based on the weighted averagenumber of ordinary shares outstanding in the financial year.

CONSOLIDATED CASH FLOW STATEMENT

The cash flow statement has been prepared using the indirectmethod. Cash flows in foreign currencies are converted into eurousing the weighted average exchange rates valid in the relevantperiods.

52

CONSOLIDATED BALANCE SHEET OF IMTECH N.V.in thousand euro, before proposed appropriation of the net result

1 Intangible fixed assets

Buildings and land Machinery, equipment and other tangible fixed assets

2 Tangible fixed assets

3 Associated companies and receivables from associated companies4 Other securities and receivables

Financial fixed assets

Total fixed assets

5 Work in progress6 Stocks

Stocks

Trade debtorsOther receivables

Receivables

7 Liquid assets

Total current assets

Total assets

52,79137,931

1,905 4,946

89,06428,797

473,679 72,652

71,232

90,722

6,851

168,805

117,861

546,331

123,156

787,348

956,153

56,40439,345

2,1249,815

76,93527,646

462,05755,592

47,689

95,749

11,939

155,377

104,581

517,649

138,828

761,058

916,435

31 December 2004 31 December 2003

53

CONSOLI DATED BALANCE SH EET OF IMTECH N.V.

8 Shareholders’ funds9 Minority interests

Group funds

Pension provisionsProvisions for securities and claimsDeferred tax liabilitiesReorganisation provisions

10 Provisions

Private loans

11 Long-term loans

12 Banks13 Trade creditors14 Other creditors

Current liabilities

Total liabilities

323,6923,621

90,46925,82131,843

1,132

2,403

7,444292,957 176,771

327,313

149,265

2,403

477,172

956,153

310,9933,718

86,66522,31233,091

6,121

3,002

11,736283,852154,945

314,711

148,189

3,002

450,533

916,435


CONSOLIDATED PROFIT AND LOSS ACCOUNT OF IMTECH N.V.in thousand euro

15 Net turnoverChange in work in progressOther operating income

Total operating income

Costs of raw and auxiliary materials and trade goodsCosts of work by third parties and other external charges

16 Wages and salaries17 Social security charges18 Depreciation of intangible fixed assets19 Depreciation of tangible fixed assets

Other operating expenses20 Exceptional charge related to violation of the Dutch Competition Act

Total operating expenses

Operating result

21 Results from associated companies22 Results from other financial fixed assets

Interest incomeInterest expense

Total financial income and charges

Group result before taxation23 Taxation

Group result after taxationMinority interests

Net result

Weighted average number of issued shares (x 1,000)24 Earnings per ordinary share

Earnings per ordinary share – dilutedEarnings per ordinary share*Earnings per ordinary share* – diluted

* Before depreciation of intangible fixed assets and before exceptional charge related to violation of the Dutch Competition Act.

(72,255)7,246

598,631522,488506,610118,709

4,669 18,355

159,0188,000

620(1)

4,217(10,638)

2,066,930

(65,009)

2,001,921

1,936,480

65,441

(5,802)

59,639 (21,106)

38,533(1,169)

37,364

25,9491.441.44 1.931.93

14,82712,220

556,414682,425509,655117,866

3,09120,428

164,866–

1,04240

4,524(10,674)

2,098,465

27,047

2,125,512

2,054,745

70,767

(5,068)

65,699(20,793)

44,906(941)

43,965

25,8291.701.691.821.81

20032004

54

55

CONSOLIDATED CASH FLOW STATEMENT OF IMTECH N.V.in thousand euro

Net resultDepreciation of intangible fixed assetsDepreciation of tangible fixed assetsChange in provisionsChange in working capital (excluding liquid assets)

25 Cash flow from operational activities

Investments:� Tangible fixed assets� Financial fixed assets

Acquisition of companies

Divestitures:� Tangible fixed assets� Financial fixed assets

Other items

26 Cash flow from investing activities

Purchase/sales of own sharesOptions exercised on ordinary shares Change in long-term loansChange in current liabilities to credit institutionsChange in minority interestsDividend previous financial year

27 Cash flow from financing activities

Change in liquid assets Liquid assets in acquired participationsLiquid assets as at 1 January

Liquid assets as at 31 December

37,3644,669

18,355 (850)

(10,807)

(14,672)(981)

(33,296)

2,1306,875

(344)

300 3,213

(599)(4,525)

(97)(27,760)

48,731

(40,288)

(29,468)

(21,025)5,353

138,828

123,156

43,9653,091

20,428(4,051)

(24,858)

(16,756)(1,169)

(26,427)

7,1912,384

(995)

(62)635471

(4,940)(450)

(27,631)

38,575

(35,772)

(31,977)

(29,174)17,127

150,875

138,828

20032004

1 Intangible fixed assetsAs of 2002 the goodwill paid on the acquisition of capital interests is capitalised and amortised over the period in which the asset willcontribute to the result. On average this is 15 years.

The movements of the assets entered under this item are shown in the summary below.

Book value on 1 January Goodwill paid Adjusted purchase priceAmortisation of goodwillExchange rate differences

Book value on 31 December

Specified as follows:Cost of acquisitionAccumulated amortisation

The adjusted purchase price relates to the definite settlement of the purchase price of earlier acquisitions.

2 Tangible fixed assetsThe movements in the assets classified under this balance sheet item are shown in the summary below.

Book value on 1 JanuaryAcquisition of companiesAdditionsDisposalsDepreciationExchange rate differences


Specified as follows:Cost of acquisitionAccumulated depreciation

NOTES TO THE CONSOLIDATED BALANCE SHEET OF IMTECH N.V.in thousand euro

2004

47,689 27,125

1,162(4,669)

(75)

71,232

80,5519,319

2003

29,68121,954

(312)(3,091)

(543)

47,689

52,4234,734

Buildingsand land

56,404 –

140(1,536)(2,215)

(2)

52,791

73,00720,216

11,937 165

5,631(162)

(7,066)9

10,514

46,751 36,237

22,871 621

7,228(414)

(7,472)7

22,841

75,91653,075

Total 2004

95,749786

14,659(2,130)

(18,355)13

90,722

215,476124,754

Total 2003

105,969709

16,756(7,191)

(20,428)(66)

95,749

227,681131,932

4,537–

1,660(18)

(1,602)(1)

4,576

19,802 15,226

Machinery, equipment andother tangible fixed assets

Machineryand

installations

Hardware and

software

Other fixed

assets

56

NOTES TO TH E CONSOLI DATED BALANCE SH EET OF IMTECH N.V.

The acquisition costs of buildings are generally depreciated over 30 years (costs of reconstruction over 10 years).The following depreciation terms are generally applied for machinery and equipment:� Machinery and installations: 10 to 12 years;� Hardware and software: 3 to 5 years;� Other fixed assets: 3 to 5 years.

3 Associated companies and receivables from associated companiesThese represent:

SharesReceivables

Total

SharesMovements in the share in the net asset value of associated companies were as follows:

Balance on 1 JanuaryIncrease in shareholdingsShare in resultsDeclared dividendSold participationsOther movements

Balance on 31 December

4 Other securities and receivablesThese represent:

Other securitiesOther receivables

Total

The other receivables are generally held longer than one year. Other receivables include deferred tax assets amounting to 3.8 millioneuro (2003: 5.0 million euro).

2004

1,138767

1,905

2003

1,146978

2,124

2004

1,146 494 620

(855)(267)

–

1,138

2003

1,13165

1,042 (1,076)

– (16)

1,146

2004

32 4,914

4,946

2003

4,2185,597

9,815

57


5 Work in progressWork in progress comprises:

Costs minus provisions for losses and risks plus a proportionate percentage of profit on completed workLess: invoiced instalments

Work in progress

Specified as follows:Balance of work in progress more than invoiced instalmentsBalance of work in progress less than invoiced instalments

6 StocksThe stocks consist of the following:

Raw and auxiliary materialsSemi-finished productsFinished products and trade stocksAdvance payments to suppliers

Total

7 Liquid assetsThis includes funds with banks. Some of these funds are in deposit accounts. The liquid assets are freely available for use and can bewithdrawn on demand.

8 Shareholders’ fundsFor an explanation of capital, share premium reserve and other reserves, see the notes to the Balance Sheet of Imtech N.V.

58

2004

15,0311,109

11,844813

28,797

2003

15,6582,508 9,455

25

27,646

2004

934,100845,036

89,064

189,131(100,067)

2003

985,787908,852

76,935

210,016(133,081)

59


9 Minority interestsThis item comprises the interests of third parties in consolidated subsidiaries.Movements were as follows:

Balance on 1 JanuaryMovements due to acquisitionsShare in resultsDividendExchange rate differencesOther movements


10 Provisions

Balance on 1 January 2004Acquisition of participationsDepositsWithdrawals

Balance on 31 December 2004

An amount of 18.0 million euro (2003: 24.2 million euro) can be considered as short-term (less than one year).

The provision for pensions mainly concerns present and former employees in Germany.

In the withdrawal from deferred tax liabilities a release of 1.6 million euro is included because of a decrease of the Dutch tax rate.

2004

3,718–

1,169 (1,363)

(2)99

3,621

2003

4,15418

941(1,380)

(15)–

3,718

Pensions

86,6651,210 4,282

(1,688)

90,469

Warrantiesand claims

22,312 716

10,298(7,505)

25,821

Deferredtax

liabilities

33,091 –

3,320(4,568)

31,843

Reorgani-sations

6,121 –

1,724(6,713)

1,132

Total

148,189 1,926

19,624(20,474)

149,265


Pensions

Notes to pensions in Germany� Present value of pension obligations� Fund investments

� Prior-service costs� Gains and losses

Pension obligations in GermanyOther pension obligations

Total

In 2004 the costs of the pension schemes in Germany amounted to 7.0 million euro. Interest on the obligations amounts to 5.4 millioneuro, the service costs 1.1 million euro, the prior-service costs provided 0.3 million euro and the actuarial gains and losses 0.2 million euro.In determining pension obligations in Germany the assumptions are: a discount rate of 4.75% (2003: 5.5%), future salary increases ofbetween 0% and 3.0% (2003: idem) and a future indexation of 2.0% (2003: 1.5%).The obligations relating to the pension arrangements of the companies established in the Netherlands are placed with company pen-sion funds as well as the ‘Stichting Centraal Pensioenfonds Internatio-Müller’ and a number of independent foundations and insurancecompanies.

The provision for deferred tax relates to future tax liabilities arising from differences between the fiscal and commercial valuation of certain assets and liabilities. No deferred tax liability has been recognised for the permanent part of the fiscally lower valued work in progress in the Netherlands. This liability amounted to 5.9 million euro (2003: 6.5 million euro). Deferred tax liabilities in respect ofwithholding tax are only recorded if and to the extent that it is the intention to distribute the group companies’ profit in the near future.The deferred tax liabilities comprise the balance of 10.8 million euro deferred tax assets and 42.6 million euro deferred tax liabilities(2003: 17.8 million euro and 50.9 million euro respectively). The deferred tax assets relate predominantly to provisions and tax loss carryforwards, and the deferred tax liabilities relate predominantly to work in progress. No value has been attached to 44.6 million euro taxloss carry forwards generated abroad.

11 Long-term loansThe average interest rate on the loans taken out is 4.0%. The short-term portion of the loans amounts to 0.5 million euro.

12 BanksThis item covers bank borrowings in the form of short-term loans and overdrafts.

13 Trade creditorsThis item relates to amounts payable for goods supplied and services rendered.

60

120,222–

120,222 (3,290)

(29,438)

87,494 2,975

90,469

99,384–

99,384(3,561)

(11,270)

84,5532,112

86,665



14 Other creditorsThe composition of this item is as follows:

Bills of exchange and cheques Amounts owed to participating interests Taxes and social security contributions Amounts owed in respect of pensions Various creditors

Total

Taxes and social security contributionsThis item comprises short-term tax liabilities and social security contributions, less provisional assessments already paid.

Various creditorsMost of these debts involve accruals and deferred income. This also includes the remainder of the purchase prices of acquisitions.

Contingent liabilitiesFinancial commitments, contracted for a number of years under leasehold, rental and operational lease agreements, amount to 186 million euro (2003: 192 million euro). These obligations in nominal amounts are divided over the coming years as follows:

Long lease and rentOperational lease

Total

The liabilities due to operational lease agreements, rental and leaseholdings amount to 62.9 million euro in the year under review (2003: 53.0 million euro). Some group companies are liable for several alliances.

2004

1,21815

49,1802,693

123,783

176,771

2003

6261

46,4541,779

106,445

154,945

2005

20,23124,953

45,184

2006through

2009

57,46951,626

109,095

After2009

24,2997,550

31,849

61

NOTES TO THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

OF IMTECH N.V.in million euro

15 The breakdown of net turnover, by geographical market

The NetherlandsOther EU countriesOutside the EU

Total

Proportion of Group result per division

TurnoverOperational EBITA*NMa fineOperational EBITAafter NMa fineAmortisation goodwillGroup managementcostsOperating result

Invested capitalEBITA margin %*

A book profit on business premises of 1.2 million euro (2003: 1.6 million euro) is included in the operating result.

16 Wages and salariesWages and salaries amounted to 507 million euro (2003: 510 million euro).

17 Social security chargesThis item includes the annual pension charges amounting to 19.5 million euro (2003: 17.8 million euro).

2004

8741,125

68

2,067

%

4254

4

100

2003

8711,115

112

2,098

%

4253

5

100

2004

73225.2(8.0)

17.2

1273.4

2003

72829.3

–

29.3

1204.0

2004

90041.2

–

41.2

2914.6

2003

95935.1

–

35.1

2203.7

2004

43520.8

–

20.8

1184.8

2003

41118.7

–

18.7

1064.5

Total2004

2,06787.2(8.0)

79.2(4.7)

(9.1)65.4

4863.4

Total2003

2,09883.1

–

83.1(3.1)

(9.2)70.8

4783.5

Benelux Germany/UK/Spain ICT & Technology

* Before the exceptional charge for expected NMa fine.

62

63

NOTES TO TH E CONSOLI DATED PROFIT AN D LOSS ACCOU NT OF IMTECH N.V.

Number of personnel at year end

BeneluxGermany/UK/SpainICT & TechnologyHolding

TotalOf which: in the Netherlands

outside the Netherlands

Remuneration of Board of Management and Supervisory Board members (in euro)In 2004 the remuneration of members of the Board of Management was as follows:

R.J.A. van der BruggenB.R.I.M. Gerner

Total

The members of the Board of Management also receive a contribution towards the costs which, within the framework of agreementswith the tax authorities, are partially grossed.

The fixed incomes of the Board of Management members are compared annually with the Dutch remuneration market for Board mem-bers of larger companies. The weight and level of the functions determine the starting points for the market comparison. It has beendecided that the fixed salaries of the Board of Management and top management will not be increased in 2004. The variable salary ofthe Board of Management is determined on the basis of a combination of the Group’s performance targets and the achievement of per-sonal targets. The targets have, to a great extent, been achieved. The mentioned bonus is related to the paid bonus in the book year,which is set on the basis of the reached targets in the preceding year.

As far as pension provisions are concerned, a final pay arrangement is applicable for the Chairman of the Board of Management and anaverage pay arrangement is applicable for a member of the Board of Management. The variable part of the salary is included in the pen-sion basis. Options with a term of five years are granted unconditionally to the Board of Management and top management, and are pri-marily intended to strengthen the bonds with the company.

2004

5,6304,173 3,003

30

12,836 6,8575,979

2003

5,8104,3242,939

27

13,1007,2025,898

2004

467,400309,000

776,400

2003

467,400309,000

776,400

2004

163,000130,563

293,563

2003

143,217132,250

275,467

2004

169,516121,850

291,366

2003

201,811106,654

308,465

Total

2004

799,916561,413

1,361,329

Total

2003

812,428547,904

1,360,332

Pension and social security chargesBonusGross salary


In connection with the option plan for 1999, loans with an interest rate of 3.5% were granted to Messrs. Van der Bruggen and Van Alphen.In 2001 the Supervisory Board decided that the interest charges on these loans should be borne by the company and that the loansshould be waived if, on the expiry date, the options had not been exercised. Mr. Van der Bruggen has redeemed the loan related to the1999 option plan. The loan granted to Mr. Van Alphen in connection with the 1999 option plan was waived in 2004, which resulted in agross expense of 42,300 euro.

The members of the Board of Management do not hold any shares in Imtech N.V. A summary of the option rights granted to Board ofManagement members who were active in 2004 is shown below. The conditions are the same as for all other option holders (see page 71).

R.J.A. van der Bruggen

B.R.I.M. Gerner

Total

In 2004 unconditional option rights were awarded to members of the Board of Management for the last time (15,000 over 2003).In addition, conditional shares were awarded to the Board of Management Chairman (4,068) and member (2,286). This conditionalawarding of shares is linked to the long-term (three years) performance criteria (see page 11, Corporate Governance, Remuneration of the Board of Management). Definitive awarded shares must be held for at least five years or, if this is sooner, until the member’semployment with Imtech ceases. The value of these shares is based at the price on the date on which the conditional award was made,i.e. the first day that the Imtech shares were quoted ex-dividend. This price was 22.98 euro.

64

Granted in

199920002001200220032004200220032004

Exerciseprice

26.6520.8027.0024.2514.1122.9824.2514.1122.98

Status 01-01-2004

16,00040,00040,00015,00015,000

15,00015,000

156,000

Granted in 2004

15,000

15,000

30,000

Expired

16,000

16,000

Status31-12-2004

–40,00040,00015,00015,00015,00015,00015,00015,000

170,000

65


The remuneration of the Supervisory Board members in 2004 was as follows (in euro):

A.G. Jacobs*, ChairmanM.C. van Veen, Vice-chairmanB. de Vries*G.J. de Boer-KruytP.J. Groenenboom*E.A. van Amerongen

Total

* Audit Committee member.

Audit Committee members receive an additional fee which is included in the figures stated above (2,000 euro per annum).

Supervisory Board members also receive a contribution towards the costs which, in the framework of agreements with the taxauthorities, are partially grossed.

No Supervisory Board member holds shares, or options on shares, in Imtech N.V. Mr. Groenenboom held in 2004 staff options related tothe period in which he was Chairman of the Board of Management. These options have been expired.In connection with the option plan for 1999, a loan with an interest rate of 3.5% was extended to Mr. Groenenboom.

In 2001 the Supervisory Board decided that the interest charges on this type of loans should be borne by the company and that the loanshould be waived if, on the expiry date, the options had not been exercised.The loan in connection with the 1999 option plan was waived in 2004, which resulted in a gross expense of 42,300 euro.

Following a decision of the Annual General Meeting of Shareholders the remuneration of the Supervisory Board is adjusted annually inline with the development of the index Employment Agreement salaries for private companies. The Supervisory Board has decided torenounce the 2004 annual adjustment in the light of the 2003 autumn agreement.

18 Amortisation of intangible fixed assetsThis item comprises the amortisation of goodwill paid.

19 Depreciation of tangible fixed assetsFor the method of calculating depreciation, see the notes on the assets concerned.

20 Exceptional charge related to violation of the Dutch Competition ActFor the expected NMa (Netherlands Competition authority) fine for violation of the Dutch Competition Act an exceptional charge hasbeen taken of 8 million euro. This is an estimation on the basis of NMa decisions setting penalties on competition rules in the infra-structure sector. The fine has not been charged yet.

2004

36,08928,924 25,75924,160 25,75923,759

164,450

2003

35,08928,92424,85924,16024,75923,759

161,550


21 Results from associated companiesThis item comprises the share in the results of associated companies stated at their net asset value.

22 Results from other financial fixed assetsThis item comprises the dividends from other securities which have not been stated at their net asset value.

23 TaxationThe tax charge is comprised as follows:

Current taxesDeferred taxes

Total tax liabilities

The relationship between the effective tax rate and the statutory Dutch tax rate is as follows:

Corporate income tax rateNon-deductible amortisation of goodwillOther non-deductible expensesTax facilitiesTax lossesTax rates for foreign business unitsOther

Effective tax rate

The item ‘Other non-deductible expenses’ includes the exceptional charge related to violation of the Dutch Competition Act.

The item ‘Other’ comprises primarily latent tax income resulting from the reduction of the statutory Dutch tax rate to 31.5% as of 2005.Imtech N.V. and most of the Dutch Group Companies form a fiscal unit.

24 Earnings per shareThe information regarding earnings per share is calculated by dividing the net profit by the average number of issued shares. Whendetermining the diluted profit per share the average number of issued shares is increased by the issued option series in so far as theexercise price is lower than the average price in the year under review.

Financial instrumentsFair valueThe fair value of the financial instruments is virtually the same as the book value.

66

2004

20,688418

21,106

2003

8,52112,272

20,793

2004

34.5%1.1% 4.7%

(2.3%)(0.2%)1.1%

(3.5%)

35.4%

2003

34.5%0.5%0.1%

(2.8%)–

1.3%(2.0%)

31.6%

67


Interest risk managementDuring the financial year the company did not make use of any derivative financial contracts.

Foreign currency risk managementForward exchange contracts and currency swaps are concluded by the company in order to hedge risks arising from normal businessoperations. The core of this policy is to protect the company from the risk of changes in the exchange rate having a negative influence onultimate cash flow. Related to the company as a whole, the total of transactions outstanding on the balance date is small.

Credit risk managementThis risk involves the loss that could arise if other parties do not fulfil their contractual obligations.Normal debtor risk is controlled by utilising information from recognised credit rating agencies. The risks of non-payment are also limit-ed by invoicing the contract price in instalments. In addition, the company is not dependent on one or several large customers. Derivativefinancial instruments are only entered into with first-class banks. The available liquid assets are to a very limited degree invested withvarious banks or short-term first-class securities.

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

OF IMTECH N.V.

25 Cash flow from operational activitiesCash flow from operational activities amounted to 48.7 million euro (2003: 38.6 million euro); net profit and depreciation was 60.4 mil-lion euro (2003: 67.5 million euro). The increase in working capital was 10.8 million euro, compared with an increase of 24.9 million euro in the previous financial year. The balance of work in progress and invoiced instalments rose compared with 2003 by 7.8 millioneuro.

26 Cash flow from investment activitiesThe balance of cash flow from investment activities was 40.3 million euro negative compared with 35.8 million euro negative in 2003.An amount of 33.3 million euro was related to acquisitions, compared with 26.4 million euro in 2003. At 14.7 million euro, the investmentsin tangible fixed assets were lower than the previous year.

27 Cash flow from financing activitiesCash flow from financing activities showed a shortfall of 29.5 million euro. Short-term debt with banks was reduced and a cash dividendof 27.8 million euro was paid out.

BALANCE SHEET OF IMTECH N.V.in thousand euro, before proposed appropriation of the net result

1 Intangible fixed assets

2 Tangible fixed assets

3 Group companies and receivables from Group companies 4 Other securities and receivables

Financial fixed assets

Total fixed assets

5 Receivables

Liquid assets


Total assets

6 Called and paid-up capital7 Share premium reserve8 Other reserves

Net result before appropriation

Shareholders’ funds

9 Provisions

BanksAmounts owed to Group companies

10 Other creditors

Current liabilities

Total liabilities

68

365,851415

64,52836,120

185,68037,364

103,4707,868

13,166

37,741

728

366,266

404,735

6,712

74,440

81,152

485,887

323,692

37,691

124,504

485,887

344,527468

64,52836,120

166,38043,965

48,3448,1356,503

14,271

–

344,995

359,266

10,880

39,055

49,935

409,201

310,993

35,226

62,982

409,201


69

PROFIT AND LOSS ACCOUNT OF IMTECH N.V.in thousand euro

Results from associated companiesOther income and charges

Net result

39,923(2,559)

37,364

47,753(3,788)

43,965

2004 2003

NOTES TO THE BALANCE SHEET AND PROFIT AND LOSS ACCOUNT

OF IMTECH N.V.in thousand euro

Principles of valuation and calculation of resultThe valuation of the assets and liabilities and the calculation of the net result conforms with accounting principles applied in the con-solidated accounts. The shareholders’ funds and net result of Imtech N.V. are, therefore, the same as in the consolidated accounts.

1 Intangible fixed assetsThe movements of the assets entered under this item is shown in the overview below.

Book value on 1 JanuaryGoodwill paidAdjusted purchase priceAmortisation of goodwill


Specified as follows:Cost of acquisitionAccumulated amortisation

2004

14,271 24,433

728(1,691)

37,741

41,0763,335

2003

15,219––

(948)

14,271

15,9151,644

70

NOTES TO TH E BALANCE SH EET AN D PROFIT AN D LOSS ACCOU NT OF IMTECH N.V.

2 Tangible fixed assetsThe movements in the assets included under this balance sheet item are as follows:

Book value on 1 JanuaryInvestmentsDepreciation


Specified as follows:Acquisition costsAccumulated depreciation

3 Interests in and receivables from Group companiesThis item comprises:

SharesReceivables*

Total

SharesThe shares are stated at the companies’ net asset value after the deduction of any necessary provisions. The movements in the net assetvalue of the Group companies were as follows:

Balance on 1 JanuaryNew Group companiesAdditions*Deconsolidations ResultsDividends receivedExchange rate differencesOther movements*


The main Group and associated companies are listed on page 3. A list of Group and associated companies compiled in accordance withArticle 379 and 414, Book 2 of the Dutch Civil Code has been lodged with the Commercial Registry in Rotterdam.

2004

284,138 5,000

10,000278

39,923(27,154)

(459)46,900

358,626

2003

257,8879,145

327–

47,753(29,551)

(451)(972)

284,138

2004

358,6267,225

365,851

2003

284,13860,389

344,527

2004

–809(81)

728

80981

2003

–––

–

––

* Internal refinancing of participations.

71


4 Other securities and receivablesThis item comprises:

SecuritiesReceivables

Total

5 Receivables

Receivables from participating interestsOther receivables, prepayments and accrued income

Total

6 Paid in and called-up capitalThe number of outstanding ordinary shares with a nominal value of 2.40 euro, on� 1 January 25,864,549� 31 December 26,049,549

The number of subscribed shares amounted to 26,886,549. At the end of 2004 the number of shares repurchased by the company tocover the obligations emanating from staff options awarded up to and including 2004 amounted to 837,000.

In 2004 and the preceding years, a number of executives, including members of the Board of Management and the Executive Council,were granted options for ordinary shares in Imtech N.V. for a term of five years at an exercise price based on the Stock exchange price ofordinary shares at the time the option rights were granted.

2004

4,0192,693

6,712

2003

2,6238,257

10,880

2004

15400

415

2003

15453

468


72

On 31 December 2004, the number of outstanding options granted to (former) managers and (former) members of staff amounted to:

The income tax liability related to the option scheme in 1999 was made available to all the option holders in the form of a loan. The interestcharges have been assumed by the company and reimbursed gross to the option holder. If the relevant options are not exercised theoption holder’s debt is nullified.

7 Share premium reserve

Balance on 31 DecemberComprises:Taxable on distributionExempt from taxation on distribution

8 Other reserves

Balance on 1 JanuarySold/purchased sharesOptions exercised on ordinary sharesProfit appropriationPrice difference valuation of participating interest


The statutory reserves included in the other reserves are not of material importance.

2004

36,120

8,59327,527

36,120

2003

36,120

8,593 27,527

36,120

2004

166,380 300

3,21316,205

(418)

185,680

2003

152,911(62)

63514,089(1,193)

166,380

Distributed

199920002001200220032004

Quantity

198,000222,000237,000236,000174,000184,000

Exerciseprice

26.6520.8027.0024.2514.1122.98

Exercisedbefore 2004

– – – –

45,000 –

45,000

Exercisedor expired

in 2004

198,000 114,000

– 2,000

53,000 2,000

369,000

Outstand-ing on

31-12-2004

–108,000 237,000 234,000

76,000 182,000

837,000

73


Proposed appropriation of profit

Dividend payable on ordinary sharesTransfer to the general reserve

Total

9 Provisions

Balance on 1 January 2004DepositsWithdrawals

Balance on 31 December 2004

10 Other creditors (short-term)The composition of this item is as follows:

Taxes and social security contributionsVarious creditors

Total

2004

76712,399

13,166

2003

1666,337

6,503

Warrantiesand claims

6,357 8,000

–

14,357

Deferredtax

liabilities

26,436 397

(4,273)

22,560

Reorgani-sations

2,433 38

(1,697)

774

Total

35,226 8.435

(5,970)

37,691

2004

27,8739,491

37,364

2003

27,67516,290

43,965


74

Contingent liabilitiesUnder Article 403, Book 2 of the Dutch Civil Code, Imtech N.V. has issued a declaration of joint and several liability for the majority of itsDutch subsidiaries.In addition, Imtech N.V. has provided separate guarantees as additional security on behalf of subsidiaries, relating to the fulfilment ofspecifically defined contractual commitments to third parties. These guarantees primarily concern so-called ‘advance payment’ guaran-tees in the technical contracting sector and some purely performance guarantees. Virtually all such guarantees have been given for com-panies for which the above-mentioned declaration of joint and several liability was issued and filed at the Commercial Registry Office.The liabilities of these subsidiaries amounted to 279 million euro (2003: 240 million euro) on the balance sheet date.

Gouda, 7 March 2005

Supervisory Board Board of ManagementA.G. Jacobs R.J.A. van der BruggenM.C. van Veen B.R.I.M. GernerB. de VriesG.J. de Boer-KruytP.J. GroenenboomE.A. van Amerongen

75

OTHER INFORMATION

Auditor’s reportWe have audited the 2004 financial statements of Imtech N.V.,Gouda (with statutory seat at Rotterdam). The company’s manage-ment is responsible for preparing these financial statements.Our responsibility is to express an opinion on these financial state-ments based on our audit.

ScopeWe conducted our audit in accordance with auditing standardsgenerally accepted in the Netherlands. These standards requirethat we plan and perform the audit as to obtain reasonableassurance about whether the financial statements are free ofmaterial misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of thefinancial statements. We believe that our audit provides a reason-able basis for our opinion.

OpinionIn our opinion, the financial statements give a true and fair view ofthe financial position of the company as at 31 December 2004 andof the result for the year then ended in accordance with accountingprinciples generally accepted in the Netherlands and comply withthe financial reporting requirements included in Part 9, Book 2 ofthe Dutch Civil Code.

Rotterdam, 7 March 2005

KPMG Accountants N.V.

Stichting ImtechImtech N.V. granted Stichting Imtech an option on preferenceshares in the company up to a maximum of sixty million preferenceshares in its share capital, with the proviso that the Stichting mayonly take preference shares up to a total nominal sum equal to thetotal nominal sum of all ordinary shares and financing preferenceshare capital outstanding at the time the option right is exercised.As is currently the case, if it has taken up its full option theStichting may cast a maximum of 50% of the votes in a GeneralMeeting of Shareholders. In 2004, no preference shares were out-standing with the Stichting.

The current management of Stichting Imtech comprises Messrs.A.G. Jacobs, J.H. Holsboer, M.P. Nieuwe Weme and BV TrustkantoorGestor represented by Mr L.J.J.M. Lutz. In his function as a memberof the Board of Stichting Imtech Mr. Jacobs is not entitled to vote.

Declaration of independenceThe Board of Management of Imtech N.V. and the management ofStichting Imtech hereby declare that in their joint opinion the con-ditions for the independence of the management of StichtingImtech as understood to be stipulated in Enclosure X of the Fundsregulations of Euronext Amsterdam N.V. have been met.

Gouda, 7 March 2005

Imtech N.V. Stichting Imtech

Board of Management Management

OTH ER I N FORMATION

Statutory provisions regarding the appropriation of profitsThe regulation regarding the appropriation of profits is containedin Article 17, Clauses 3 to 6 of the Articles of Association and is sub-stantially reflected as follows:

Preference sharesA dividend is paid on preference shares that is equal to the averageeuro loan rate as applied by ABN AMRO Bank NV, raised by two per-cent. If and in so far as the profit is insufficient to allow this divi-dend to be paid in full, the Board of Management may resolve topay the shortfall out of the reserves. If and in so far as this dividendis also not paid out of the reserves, profit booked in subsequentyears must first be used to pay, in full, the deficit owed to holders ofpreference shares before any dividend may be paid on financingpreference shares and ordinary shares.

Financing preference sharesOn every financing preference share of a series a dividend is paidthat is equal to the interest on government loans with a (remain-ing) term of eight to nine years, as published in the official Price Listof Euronext Amsterdam NV, effective for the last trading day priorto the day the relevant series of preference shares was issued,raised or lowered as necessary depending on prevailing marketconditions, by a surcharge equal to a maximum of two and a halfpercent points or a reduction of a maximum of half a percent point,which surcharge or reduction can vary per series. Once every tenyears the dividend percentage of financing preference shares of therelevant series will be adjusted to the then valid yield of the gov-ernment loans applicable for this purpose, if necessary raised orlowered by the surcharge, respectively reduction, mentionedabove. If and in so far as the profit is insufficient to allow this divi-dend to be paid in full, the shortfall will be paid out of the reserves.If and in so far as this dividend also cannot be paid out of thereserves, profit booked in subsequent years must first be used topay, in full, the deficit owed to holders of financing preferenceshares before any dividend may be paid on ordinary shares.

Ordinary sharesThe Board of Management, with the approval of the SupervisoryBoard, decides how much of the profit remaining after the applica-tion of the above provisions will be reserved. The profit remainingafter the application of these provisions is at the disposal of theGeneral Meeting of Shareholders

Proposal regarding the appropriation of profitIt shall be proposed to the General Meeting of Shareholders thatthe net result of 37.4 million euro be appropriated as follows:a sum of 27.9 million euro to holders of ordinary shares and theremaining 9.5 million euro to the general reserve. The dividend proposal is stated on page 17 of the report of the Board ofManagement.

Special statutory rights regarding controlNo individuals have a special statutory right regarding control ofthe company. No profit-sharing certificates have been issued.

76

77

CONSEQUENCES OF CHANGING TO IFRS

Introduction

Imtech will apply the IFRS accounting principles from the 2005 financial

year onwards. The 2005 annual accounts will include comparative figures

for the 2004 financial year presented in accordance with the IFRS standards

applicable for 2005 but with one exception - the option of not applying IAS

32 and 39 to the comparable figures for 2004 will be utilised. Imtech has

identified the differences between IFRS and the current Dutch accounting

principles and the Accounting Manual has been brought in line with IFRS.

When the annual accounts for 2004 were drawn up the (provisional)

opening balance sheet as of 1 January 2004 was completed on the basis of

IFRS.

The balance sheet on the following page is based on the IFRS standards

specified at the time the 2004 annual accounts were drawn up. It is possible

that the standards that will apply for 2005 will differ, or that supplementary

standards will have been issued. In addition, the IFRS standards interpreta-

tion process is still underway, which could lead to new insights. It is also

possible that information that will become available in 2005 will throw

new light on the facts relevant to and situation on 1 January 2004 such that

the opening balance sheet will require adjustment. The provisional IFRS

opening balance sheet has not been audited. For these reasons the IFRS

balance sheet on the following page is a provisional balance sheet. This also

applies to the information stated in this section.

The following summary shows the differences between the consolidated

balance sheet as of 1 January 2004 drawn-up in accordance with Dutch

accounting principles and on the basis of IFRS as well as a reconciliation

between shareholders’ funds in accordance with both principles. The major

differences are explained below.

Influence on the balance sheet

The amounts shown here relate to the situation on 1 January 2004.

Goodwill (‘business combinations’)

Since 2002 the goodwill paid on acquisitions has been capitalised and

systematically amortised over the economic lifetime. Under IFRS 3, goodwill

is not amortised but is subject to an annual impairment test. IFRS 3 will not

be applied retroactively. This means that the goodwill written off before

2002 will not be recognised in the balance sheet.

Tangible fixed assets

Imtech is a lessor of some tangible fixed assets. The lease is classified as a

financial lease. For pragmatic reasons these assets have been recognised as

tangible fixed assets. Under IFRS these contracts are treated as receivables

from leases. As a consequence, the tangible fixed assets are reduced by

5.8 million euro.

A special purpose company established for the hire of land and a building

has been consolidated under IFRS as of 1 January 2004. This has led to an

increase of the tangible fixed assets and loans amounting to 12.1 million

euro. In addition, the reclassification of several lease contracts as financial

leases has resulted in tangible fixed assets increasing by 4 million euro.

Imtech is making use of the option to recognise the fair value on 1 January

2004 of several buildings and the related land as ‘deemed cost’. The effect of

this is a devaluation of 12 million euro. Under the old accounting principles,

software costs were capitalised to a limited degree. This applied primarily to

ERP-projects. These costs were presented under tangible fixed assets. Under

IFRS these costs (2.1 million euro) are included as intangible fixed assets.

Intangible fixed assets

The changes with respect to the Dutch accounting principles concern the

reclassification of ERP software as intangible assets.

Work in progress and trade receivables

The valuation and presentation of work in progress is being brought in line

with IAS 11 (construction work in progress) and IAS 18 (other work in

progress).

Until now a proportionate percentage of profit on completed work was only

recognised on projects with a contract price of more than 2 million euro and

a duration of more than one year. Under IFRS a proportionate percentage of

profit on completed work is recognised on all projects worth over 500,000

euro. For projects with a contact price of over 2 million euro, profit is not, in

principle, booked until after 25% of the costs have been incurred because a

reliable estimate of the profit from these more complex projects is impossible

at an earlier stage. The effect of this is an increase in shareholders’ funds of

9.1 million euro (before tax effect).

IAS 11 also incorporates a major change to the valuation of claims on

customers. IAS 11 distinguishes between income derived from the main

contract, variations to the main contract, claims and incentives. Claims

include the cost of delays caused by the customer, errors in specifications

and design and disputed changes to the contracted work. Under Dutch

accounting principles, claims can be recognised up to the amount that it is

probable will be reclaimed. Under IAS 11 an additional condition is applica-

ble, i.e. that the negotiations with the customer have reached an advanced

stage and it is probable that the customer will accept the claim. In Germany

in particular it is common practice for large orders to lead to major claims

coupled with lengthy negotiations and/or court cases. Under IFRS such

claims may only be recognised as income if agreement has (virtually) been

reached with the customer. This means that claims under IFRS are treated

as income at a later stage than is currently the case. In addition, there is an

element of unpredictability regarding the moment at which such claims

78

CONSOLIDATED IFRS OPENING BALANCE SHEETIn thousand euro

AssetsTangible fixed assetsIntangible fixed assetsLong-term receivables and participationsDeferred tax assets

Total fixed assets

StocksReceivables from customersTrade and other receiveablesCash and cash equivalentsAssets classified as held for sale


Total assets

95.847.7

6.95.0

155.4

27.676.9

517.7138.8

–

761.0

916.4

93.449.813.624.3

181.1

28.6229.4490.1138.8

4.2

891.1

1,072.2

(2.4)2.16.7

19.3

25.7

1.0152.5(27.6)

–4.2

130.1

155.8

IFRS31 December 2003

Dutch GAAP31 December 2003Difference

79

CONSOLIDATED IFRS OPENING BALANCE SHEET

Shareholders’ funds and liabilitiesShareholders’ fundsMinority interests

Group funds

Liabilities Interest-bearing loans and other long-term financing liabilitiesEmployee benefitsDeferred tax liabilitiesProvisions

Total long-term liabilities

Short-term provisionsRepayments by customersInterest bearing loans and other short term financing debtsTrade creditors and other liabilities

Total short-term liabilities

Total liabilities

Total shareholders’ funds and liabilities

Group funds movementsGroup funds Dutch GAAP on 31 December 2003

Adjustment PCMAdjustment valuation of claims, more/less workAdjustment employee benefitsAdjustment valuation of real estateAdjustment deferred tax liability permanent part work in progressOther adjustmentsTax effect from above mentioned adjustmentsTotal adjustments

Group funds IFRS on 1 January 2004

261.6 3.8

265.4

21.2121.0

30.814.9

187.9

14.2 146.8

14.0 443.9

618.9

806.8

1,072.2

314.7

9.1(33.0)(35.2)(12.0)

(6.4)0.2

28.0(49.3)

265.4

(49.4)0.1

( 49.3)

18.234.3(2.3)

(13.5)

36.7

14.2146.8

2.35.1

168.4

205.1

155.8

311.0 3.7

314.7

3.086.733.128.4

151.2

––

11.7438.8

450.5

601.7

916.4

IFRS31 December 2003

Dutch GAAP31 December 2003Difference

CONSEQU ENCES OF CHANGI NG TO I FRS

can be recognised as income. The effect of the reduced valuation of claims

on shareholders’ funds (before tax effect) amounts to 33 million euro.

Under Dutch accounting principles, a provision based on the integral cost

price is made for loss-making projects. Under IFRS, general overheads are seen

as period costs and therefore no provision is made for the general overheads

of loss-making projects. The effect of this on shareholders’ funds amounts to

2.0 million euro (before tax effect).

Under Dutch accounting principles, sales costs for larger projects are included

in the work in progress in so far as the sales effort was successful. Under

IFRS this is not permitted, which leads to work in progress being reduced by

1.5 million euro.

IAS 11 means a major change to the presentation of work in progress. Under

Dutch accounting principles only the net amount of the work in progress is

presented in the balance sheet. Under IAS 11work in progress is separated

into work for which the balance is positive and work where the balance is

negative.

Employee benefits

Imtech operates various defined benefit schemes. The application of IAS 19

leads to a higher pension liability of 33.2 million euro. Imtech has opted to

apply the so-called corridor whereby use is made of the option available in

IFRS 1 to apply the corridor without any retroactive effect.

A number of defined benefit schemes in the Netherlands are operated by

industrial pension funds. As these funds do not make the required informa-

tion available, these pension schemes are treated as defined contribution

schemes.

Under IAS 19 a provision of 2.0 million euro has been set aside for jubilee

benefits.

Provisions

Under Dutch accounting principles no provision is made for deferred tax

liabilities for the permanent part of the fiscally lower valued work in

progress. Under IFRS a provision is recognised for this. This results in an

increase to deferred tax liabilities of 6.4 million euro.

As far as the differences between IFRS and the Dutch accounting principles

are concerned, where applicable the tax effect has been recognised as

provision for deferred tax or deferred tax asset. The other provisions are

discounted under IFRS. The effect of this is minimal.

Presentation

Under IFRS, the short-term portion of long-term receivables, long-term

liabilities and provisions is reclassified as current assets and short-term

liabilities.

Influence on the summary of results

Principles of valuation have no effect on the underlying cash flows and thus

on the profit over the lifetime of the company. They do, however, influence

the moment at which profits or losses are booked. IFRS influences the result

in a number of ways and the presentation of several items will change. The

most important differences are:

Goodwill

When IFRS 3 is applied capitalised goodwill will no longer be systematically

amortised. In 2004 the amortisation of goodwill amounted to 4.7 million

euro. On the other hand, the goodwill must be subjected to an annual

impairment test. As goodwill will no longer be amortised systematically, in

the future an impairment may have to be accounted for earlier.

Employee benefits

In accordance with IAS 19, accounting for pension obligations results in

changes to the year to which they are allocated. For 2004 the effect

amounts to an expense around 1.0 million euro higher than under the

Dutch accounting principles.

Options

IFRS 2 stipulates that the costs of option and share schemes, calculated in

accordance with a specific methodology, must be charged to the profit and

loss account, for options awarded conditionally after 7 November 2002 that

had not vested before 1 January 2005. The options awarded by Imtech up to

and including 2004 were unconditional. A conditional share scheme has

now been introduced for the Board of Management. The related liability

amounts to 1.0 million euro.

Unpredictable moment of recognition of claims on customers

As explained under work in progress, claims on customers may only be

recognised if the negotiations with the customer are in such an advanced

stage that it is probable that the customer will accept the claim. This has

created an element of unpredictability regarding the moment at which

such income may be recognised.

Financial instruments

The majority of Imtech’s activities take place in euro. Where other currencies

are used Imtech’s policy is to cover currency exchange rate risks. Cash-flow-

hedge accounting will be applied for the majority of the foreign exchange

forward contracts.

80

KEY VALUES � Imtech is customer-driven.

Imtech offers customers high-quality total solutions via onecontact point. This allows cus-tomers to concentrate more on their own core activities.Imtech strives for long-termpartnerships with both cus-tomers and suppliers.

� Imtech is (financially) powerful,reliable and independent.Imtech is ambitious and is growing rapidly as a Europeantechnical service provider.

� The scope for entrepreneurshipthat exists at all levels of Imtechcreates innovative thinking,flexibility and speed.

� Imtech is an attractive employerwith motivated employees.This is reflected in professional-ism and quality. In addition,employees are given everyopportunity to develop further.

� Imtech is sincere and attachesconsiderable value to its respon-sibility towards the environ-ment and peoples’ safety andhealth.

MISSION � Imtech wants to offer customers

measurable added-value.� Imtech creates this value by

possessing an in-depth insightinto and knowledge of (theprimary processes of) thecustomer, by co-operating inten-sively with and for the customerand by offering a complete,integrated range of conceptsand services.

� Measurable added-value for ourcustomers generates value forour shareholders and providesan exciting and high-qualityworking environment for ouremployees.





PROFILE � Imtech N.V. is a European

technical service provider in the field of information &communication technology andelectrical and mechanicalengineering. With approximate-ly 13,000 employees, Imtechachieves an annual turnover ofmore than 2 billion euro.

� Imtech is able to offer customersmeasurable added-value byproviding high-quality totalsolutions. Imtech distinguishesitself through its pro-active,innovative and multidisciplinaryapproach and by offering one-stop shopping that covers theentire range from advice anddesign to construction, mainte-nance and management.

� Imtech holds strong positions inthe buildings, industry, marine,infrastructure and telecomsmarkets in Belgium, the UK,Germany, Luxembourg, theNetherlands and Spain and isactive in Eastern Europe as well.

� Imtech shares are listed on theEuronext Stock Exchange(Amsterdam), where Imtech isincluded in the AmsterdamSmalCap Index (AScX) and theNext 150 index.

This is a translation of the official Dutch Annual Report. In case of any

misinterpretation the official Dutch Annual Report is the valid version.

IMTECH’S CORE COMPETENCESImtech’s core competencies can best beillustrated by the Imtech competencepyramid shown here. Imtech covers:� three technologies: information

and communication technology,electrical engineering and mechan-ical engineering. Imtech’s compe-tence covers the entire spectrum ofthese technologies horizontally andvertically;

� five activities: advice, design (engi-neering), installation, maintenanceand management;

� five markets: buildings, industry,infrastructure, marine and tele-coms.

Information and communication tech-nology means the complete ICT trajec-tory. Some striking examples are: all therelevant services in the field ofInformation Technology, control tech-nology, platform automation, data andtelecommunications, Data Modelling,ICT infrastructures, infrastructureautomation, internet and intranetapplications, logistics automation,robotising, satellite communication,simulation technology and technicalautomation.

Electrical engineering means the entiregamut of electrical engineering solu-tions whatever the scale. Some strikingexamples are: electrical propulsion,energy technology, instrumentation,integrated security, building manage-ment, infrastructure technology, low,medium and high tension, measuringand control technology, access technol-ogy, system technology, traffic manage-ment, wind and solar energy.

Mechanical engineering means theentire spectrum of light and climatesolutions in every form. Some examplesworthy of mention are: HVAC (Heating,Ventilation and Air Conditioning), coldand heat storage, clean-room technolo-gy, energy management, heat technol-ogy, sprinkler technology, piping,process technology, fire extinguishertechnology and mechanical engineer-ing (process)installations.

The activities encompass the entireprocess: from advice and design (engi-neering) to installation, maintenance

and management, including cost,process, quality and safety and envi-ronmental control. The entire servicecolumn is covered in every market. As atechnical service provider Imtech isresponsible for the technologythroughout its entire life: multidiscipli-nary, pro-actively and innovatively.From design to commencement ofoperations, from new construction torenovation and management, through-out the entire life-cycle. As a specialistin Life Cycle Management and TotalCost of Ownership, Imtech helpscustomers manage on the basis of the integrated costs from design tomaintenance throughout the entireexploitation period. This enablesmeasurable added-value to be createdfor customers. Imtech also has goodbalance sheet positions, which engen-ders trust and guarantees continuity.

These technologies and activities arefocused on five markets. Each of thesemarkets has its own dynamic anddemands an individual marketapproach and specific process knowl-edge as well as technological expertiseand experience. Imtech serves the fol-lowing markets:

Buildings: including computer centres,distribution centres, financial centres,offices, laboratories, airport buildings,museums, parking garages, penal insti-tutions, leisure centres, stadiums,

stations, universities, colleges andschools, shopping centres, hospitalsand care establishments.

Industry: including the automotiveindustry, chemicals and petrochemi-cals, power stations, pharmaceuticals,machine building, environmentalprojects, the oil and gas industry, theanimal feed industry, the aircraftindustry, the food and confectioneryindustry.

Infrastructure: including pressure sew-erage systems, energy, airport infra-structure, rail (railway, tram andmetro), locks, transport and distribu-tion networks, tunnels, lighting, trafficmanagement, (waste)water treatmentand management.

Marine: including dredgers, navalvessels, luxury yachts, offshore plat-forms, passenger liners, cargo shipsand working vessels.

Telecoms: including mobile, cordlessand fixed telecoms and broadcastingnetworks for the transmission of voice,data, or image (GSM, GPRS, UMTS,optical, radio, TV, but also carrier classnetworks), indoor and satellite commu-nications and Wireless Fidelity (WiFi)networks for broadband internet.

ConsultancyConsultancy

SupervisionDesign

MaintenanceInstallation

MarineIndustryBuildings Infra Telecoms

ICT Mechanicalengineering


Imtech’s strategic competence pyramid

Imtech N.V.

Quinterium Offices l

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

[email protected]

www.imtech.nl

Investor Relations

Telephone +31 182 54 35 04

Fax +31 182 54 35 00

[email protected]

www.investors.imtech.nl

S H A R E D S U C C E S S A N N U A L R E P O R T 2 0 0 4

IMTECH

N.V.

AN

NU

AL REPO

RT 2

00

4

shared success annual report 2004 - jaarverslag · order portfolio: 2,110 million euro (+ 1.2%) net...

Documents