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Imtech: publishes agenda for Annual General Meeting of shareholders
- 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
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
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 States.
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 Member State.
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 (resolution)
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 capital
(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 addresses.
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 June 2013.
Holders of registered shares registered with IMTECH should notify IMTECH, in writing, before or on 21 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.
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