Imtech : Imtech: publishes agenda for Annual General Meeting of shareholders
NOT FOR RELEASE, DISTRIBUTION OR PUBLICATION INTO OR IN THE UNITED STATES,
AUSTRALIA, CANADA, OR JAPAN
- Annual General Meeting of shareholders to take place on June 28, 2013
- Publication of annual figures and report regarding events and observations
to be released early June 2013
Gouda - Royal Imtech N.V., (IM-AE, technical services provider in and outside
Europe) today publishes the full agenda for the Annual General Meeting of
shareholders on June 28, 2013. As of today, the agenda will be available on
the company's website (www.imtech.com). In early June, the company will
publish a report about the events and observations at Imtech as they have
appeared since the investigations. Accountability will be given at the Annual
General Meeting of shareholders on June 28, 2013.
Report events and observations
In a report to be published in early June 2013, Royal Imtech N.V. will give
information about the investigations and observations over the past period.
The purpose of the report is to give an open, clear overview and picture of
the events and observations. This report will be discussed with shareholders
at the Annual General Meeting of shareholders on June 28, 2013.
Agenda for Annual General Meeting of shareholders (AGM)
Royal Imtech N.V.'s Annual General Meeting of shareholders will take place on
June 28 2013 in Rotterdam. The invitation for this meeting is attached as part
of the appendix. During this meeting the annual results for 2012, the events
and observations from the investigation, the intended rights issue and the
adjusted remuneration policy will be discussed. The term of Mr van der Meer,
Chairman of the Supervisory Board, expires after the AGM. Mr van der Meer has
decided not to seek re-election. At the meeting Mr van der Meer will give a
clarification concerning his decision.
Appendix: Invitation Annual General Meeting of Shareholders
Media: Analysts & investors:
Dorien Wietsma Jeroen Leenaers
Director Corporate Communication & CSR Director Investor Relations
T: +31 182 54 35 53 T: +31 182 543 504
E: firstname.lastname@example.org E: email@example.com
Royal Imtech N.V. is a European technical services provider in the fields of
electrical solutions, ICT (information and communication technology) and
mechanical solutions. With 29,000 employees, Imtech achieves annual revenue of
more than 5.1 billion euro. Imtech holds attractive positions in the buildings
and industry markets in the Netherlands, Belgium, Luxembourg, Germany,
Austria, Eastern Europe, Sweden, Norway, Finland, the UK, Ireland, Turkey and
Spain, the European markets of ICT and Traffic as well as in the global marine
market. In total Imtech serves 24,000 customers. Imtech offers integrated and
multidisciplinary total solutions that lead to better business processes and
more efficiency for customers and the customers they, in their turn, serve.
Imtech also offers solutions that contribute towards a sustainable society -
for example, in the areas of energy, the environment, water and traffic.
Imtech shares are listed on the NYSE Euronext Amsterdam, where Imtech is
included in the AEX Index. Imtech shares are also included in the Dow Jones
STOXX 600 index.
Please read this carefully as it applies to all persons who read this press
release. This press release contains information and documents relating to an
offer, through a rights issue, of new shares of Royal Imtech N.V. You may not
be eligible to view the contents of that information and those documents.
Accordingly, if you wish to read this information you must first inform
yourself about and then observe the statutory and regulatory requirements
applicable to you and to your jurisdiction. In order to establish whether or
not you may view the information and documents please read the disclaimer
below in full.
This press release is not for release, distribution or publication, whether
directly or indirectly and whether in whole or in part, into or in the United
States, Australia, Canada or Japan or any (other) jurisdiction where to do so
would constitute a violation of the relevant laws of such jurisdiction.
This press release is for information purposes only and is not intended to
constitute, and should not be construed as, an offer to sell or a solicitation
of any offer to buy securities of Royal Imtech N.V. (the "Company", and such
securities, the "Securities") in the United States, Australia, Canada or Japan
or in any other jurisdiction in which such offer, solicitation or sale would
be unlawful prior to registration, exemption from registration or
qualification under the securities laws of such jurisdiction.
The Securities have not and will not be registered under the U.S. Securities
Act of 1933, as amended (the "U.S. Securities Act") and will not be registered
with any authority competent with respect to securities in any state or other
jurisdiction of the United States of America. The Securities may not be
offered or sold in the United States of America absent registration or an
exemption from registration under the U.S. Securities Act. The Company has
registered no part of the offering of the Securities in the United States of
America or any other jurisdiction, nor has it the intention to do so. The
Company has no intention to make a public offering of Securities in the United
The Company has not authorized any offer to the public of Securities in any
Member State of the European Economic Area other than the Netherlands. With
respect to any Member State of the European Economic Area, other than the
Netherlands, and which has implemented the Prospectus Directive (each a
"Relevant Member State"), no action has been undertaken or will be undertaken
to make an offer to the public of Securities requiring publication of a
prospectus in any Relevant Member State. As a result, the Securities may only
be offered in Relevant Member States (i) to any legal entity which is a
qualified investor as defined in the Prospectus Directive; or (ii) in any
other circumstances falling within Article 3(2) of the Prospectus Directive.
For the purpose of this paragraph, the expression "offer of securities to the
public" means the communication in any form and by any means of sufficient
information on the terms of the offer and the Securities to be offered so as
to enable the investor to decide to exercise, purchase or subscribe for the
securities, as the same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and the expression
"Prospectus Directive" means Directive 2003/71/EC (and amendments thereto,
including Directive 2010/73/EU, to the extent implemented in the Relevant
Member State), and includes any relevant implementing measure in the Relevant
The release, publication or distribution of this press release in certain
jurisdictions may be restricted by law and therefore persons in such
jurisdictions into which they are released, published or distributed, should
inform themselves about, and observe, such restrictions.
This press release does not constitute a prospectus within the meaning of the
Dutch Financial Markets Supervision Act (Wet op het financieel toezicht) and
does not constitute an offer to acquire securities.
Any offer to acquire Securities pursuant to the proposed offering will be
made, and any investor should make his investment, solely on the basis of
information that will be contained in the prospectus to be made generally
available in the Netherlands in connection with such offering. When made
generally available, copies of the prospectus may be obtained at no cost from
the Company or through the website of the Company.
Appendix: Invitation Annual General Meeting of Shareholders
Royal Imtech N.V.
The shareholders of Royal Imtech N.V. ("IMTECH") are invited to attend the
annual general meeting of shareholders, to be held at 10.00 hours on Friday 28
June 2013 in De Doelen, Willem Burger Zaal entrance, Kruisplein 40, 3012 CC
Rotterdam, the Netherlands.
2.Recent developments (discussion item)
3.Financial Statements for 2012 (discussion item)
4.Appointment Mr J. Turkesteen as member of the Board of Management
5.Composition of the Supervisory Board (discussion item)
6.Remuneration policy regarding Board of Management (resolution)
7.Rights Offering (resolution)
(i) Amendment articles of association including increase authorised share
(ii) Authorisation to issue ordinary shares and to restrict or to exclude
pre-emptive rights in relation to the proposed rights offering
8.Authorisation to issue cumulative financing preference shares (resolution)
On 17 May 2013 the total number of issued shares IMTECH amounts to 94.059.916
ordinary shares and 89.149.497 voting rights.
The full agenda with notes, the amendments to the remuneration policy, the
explanation rights offering and the proposal for the amendment of the articles
of association (including explanation) may be viewed and downloaded via
www.imtech.com and will be available for examination at the Company's office
Kampenringweg 45a, 2803 PE Gouda, and also at ABN AMRO (tel. +31 (0) 20 344
2000), Gustav Mahlerlaan 10 (HQ7050) Postbus 283, 1000 EA Amsterdam, The
Netherlands. A copy of these documents may be obtained free of charge at these
Shareholders may attend the meeting if (i) on 31 May 2013 (the "Registration
Date") they hold shares in IMTECH and have been registered as such in a
register as such designated by the Board of Management for that purpose and
(ii) have registered themselves in accordance with the following requirements.
Holders of deposit shares should notify ABN AMRO or www.abnamro.com/evoting
via their bank or broker before or on 21 June 2013. The respective
intermediary needs to provide ABN AMRO a statement including the full name and
address of the shareholder, the number of shares being registered for the
meeting and held by the relevant shareholder on the Registration Date. A
shareholder who wishes to be represented by a proxy should also, via his or
her bank or broker, submit a signed authorisation to ABN AMRO before or on 21
Holders of registered shares registered with IMTECH should notify IMTECH, in
writing, before or on21 June 2013. A shareholder who wishes to be
represented by a proxy should also submit a signed authorisation to IMTECH
before or on 21 June 2013. These shareholders or their representatives will
receive a confirmation of registration from IMTECH.
Without prejudice to the registration as described above, a shareholder may
also be represented by a person designated by IMTECH and submit his or her
authorisation and voting instructions electronically via
www.abnamro.com/evoting before or on 21 June 2013. Shareholders or their
representatives will receive a confirmation or registration.
Shareholders or their representatives may be requested to provide proof of
identity before and during the meeting.
Gouda, 17 May 2013Supervisory Board
PDF: Press Release
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