Rules for whistleblowers on irregularities

Article 1 - Definitions

In these rules, the following terms have the following meanings:

- the employee: a person who works for the company, its divisions, or its group companies (including enterprises, business units and branches);
- the company: the public limited company Imtech NV;
- supervisor: the relevant enterprise, business unit or branch manager;
- confidential adviser: the P&O officer of the division to which the enterprise, business unit or branch in question belongs;
- the Complaints Committee: the committee set up by the Chairman of the Board of Management specifically for the purposes of these rules for whistleblowers, to act as such for the company and its divisions and group companies;
- an irregularity: an irregularity or suspicion of irregularity based on reasonable grounds pertaining to the company's enterprise, its divisions or its group companies in question (including enterprises, business units and branches), in connection with:
a. an (impending) offence;
b. a (impending) violation of a law or regulations;
c. suspected fraud or dubious practices in respect of bookkeeping, internal control or audit matters;
d. a violation of Business Principles, rules of conduct, rules or guidelines in force at Imtech;
e. a (threat of) deliberate misinforming of public bodies; or
f. (a threat of) deliberate withholding, destruction or manipulation of information about these facts.

Article 2 - Procedure

1. Unless Article 4 Paragraph 1 applies, the employee shall immediately report an irregularity internally to his/her supervisor, preferably in writing, or, if he/she does not feel it is appropriate to report it to his supervisor, shall report it to the confidential adviser. The employee shall indicate as accurately and fully as possible the nature of the irregularity, when or during what period it took place, and the names of the persons involved. When doing so, the employee shall state that the report is being made under the 'rules for whistleblowers on irregularity'. Reports may also be made anonymously, although this may hinder or complicate the investigation and may mean that the appropriate measures cannot be taken.

2. The supervisor or confidential adviser shall make a record of the report and the date on which it was received. In the case of a written report, the employee shall be sent acknowledgement of receipt. In the case of a verbal report, the written record of the report shall be signed for approval by the employee, who will be given a copy.

3. The supervisor or confidential adviser shall ensure that the Complaints Committee is informed immediately, and in any event within 48 hours of receipt, of a reported irregularity and of the date on which the report was received. To this end, he/she shall send a copy of (i) the written report and acknowledgement of receipt, or (ii) the written record signed for approval.

4. At the same time, or as soon as possible thereafter, the supervisor or confidential adviser shall make a proposal to the Complaints Committee for the investigation of the report and the appropriate measures to be taken to rectify or put an end to the irregularity. Unless further action allows no delay, the supervisor or confidential adviser shall only investigate and take appropriate measures following and in consultation with the Complaints Committee. The investigation shall be conducted under the auspices of the Complaints Committee. The supervisor is obliged to co-operate fully with and render all assistance to the Complaints Committee and all persons appointed by it in connection with the investigation and the measures to be taken. Evidence and documentation must be kept in accordance with the Complaints Committee's instructions. The persons involved in the irregularity shall be given the opportunity to defend themselves and clear their name.

5. An employee who reports an irregularity and the person to whom the irregularity is reported, as well as the Complaints Committee, shall treat the report in confidence. No information shall be provided to other employees or third parties, except with the permission of the Complaints Committee. When information is provided, the employee's name shall not be disclosed and the information shall be provided in such a way that the employee's anonymity is guaranteed to the fullest extent possible.

6. Within a period of four weeks from the time of the report, which period shall insofar as is necessary be extended by the Complaints Committee, the employee shall be informed by or on behalf of the supervisor or confidential adviser, in writing, of the soundness of the reported irregularity, the other findings and the measures taken. The supervisor or confidential adviser shall send a copy of this to the Complaints Committee. If the opinion cannot be given within four weeks, the employee shall be notified accordingly and told how long it will be before he/she will be informed of the Committee's opinion.

Article 3 - Complaints Committee

1. The Board of Management and the Supervisory Board have delegated responsibility for the implementation and day-to-day enforcement of these rules for whistleblowers to the Complaints Committee. The Complaints Committee is authorised to conduct investigations into all instances and to take all measures it deems appropriate in order to rectify or put an end to an irregularity.

2. The Complaints Committee has three members, namely the Compliance Officer (Chairman), the Director Personnel & Organisation (Secretary) and the company's Director Control. The Complaints Committee may call upon other officers and employees or external advisers if necessary.

3. The Complaints Committee maintains a summary of all reports received, indicating their origin, the investigation and the measures taken. It handles and discusses the recorded reports at least once a quarter, or as many times as is necessary.

4. The Complaints Committee reports to the Board of Management each quarter, or as many times as is necessary at the Board's request, and to the Chairman of the Supervisory Board if required or at his request. The Complaints Committee will inform the Chairman of the Supervisory Board immediately of any report received that relates to an irregularity committed by or connected with the functioning of the Board of Management.

Article 4 - Direct reporting to the Complaints Committee

1. An employee may report an irregularity directly to the Complaints Committee if:

a. he/she does not agree with the opinion as referred to in Article 2 Paragraph 6;
b. he/she has not received an opinion within the prescribed period as stated in Article 2 Paragraph 6;
c. an irregularity concerns a director of the company, divisional manager or confidential adviser, or
d. a previous report regarding, essentially, the same irregularity did not remedy that irregularity.

2. The provisions of Article 2 shall apply by analogy insofar as possible.

Article 5 - Safeguarding of legal rights

1. An employee who, observing the provisions of these rules, has reported an irregularity in good faith and who derives no personal gain from that irregularity shall not be prejudiced in his position in any way as a consequence of having done so.

2. This safeguarding of rights means that the group company in question (including enterprises, business units and branches) shall not dismiss, demote, suspend, threaten, put pressure on or otherwise discriminate against an employee in respect of his or her terms of employment on the grounds of a report of what he or she reasonably suspects to be an irregularity.

3. It is not acceptable for an employee to deliberately make a report to the supervisor, confidential adviser, Complaints Committee or any other authority or person whatsoever that he or she knows or could reasonably be expected to know to be untrue. Such untruthful report may have negative consequences for the employee in question, who may also be held liable for damages suffered by somebody as a consequence of such untruthful report.

Article 6 - Effective date

These procedural rules take effect on 1 January 2005.