AGENDA ROYAL IMTECH N.V.

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1 AGENDA ROYAL IMTECH N.V. Agenda for the annual General Meeting of Shareholders, to be held on Thursday 22 May 2014, at 10:00 AM in De Doelen, entrance Willem Burger Zaal, Kruisplein 40, 3012 CC in Rotterdam. 1. Opening Annual Report* Report on the business, the operations and the results for the year ending on 31 December 2013 a) report from the Board of Management and statement from the Supervisory Board regarding the 2013 financial year (discussion item) b) overview of the implementation of the remuneration policy (discussion item) c) adoption of the 2013 Annual Accounts (voting item) 3. Company's equity a) measures to strengthen the company's equity (discussion item) b) amendment of the articles of association to, amongst others, reduce the nominal value of the shares* (voting item) 4. Authorisation of the Board of Management as the body authorised to: a) issue ordinary and/or financing preference shares (including the grant of rights to subscribe for shares) (voting item) b) limit or exclude pre-emptive rights (voting item) 5. Authorisation of the Board of Management to acquire shares in the capital of the company (voting item) 6. Cancellation of shares (voting item) 7. Composition of the Supervisory Board a) explanation on the composition of the Supervisory Board (discussion item) b) appointment of Mr B. van der Veer as a member of the Supervisory Board (voting item) c) appointment of Mrs M.E. van Lier Lels to the Supervisory Board (voting item) d) appointment of Mr J.J. Beeton as a member of the Supervisory Board (voting item) 8. Any Other Business 9 April 2014 * The 2013 Annual Report (the official Annual Report in English and the 2013 Annual Accounts) and the proposal to amend the articles of association (including explanation) can be viewed and downloaded via In addition, these documents will be available for inspection at the offices of the company (Kampenringweg 45a, 2803 PE Gouda, the Netherlands) and at ABN AMRO Bank N.V. (telephone +31 (0) ), Gustav Mahlerlaan 10, 1082 PP Amsterdam, the Netherlands. A copy can be obtained from there free of charge.

2 -2- NOTES ON THE AGENDA Re Annual Report a) For discussion and information. b) For discussion and information. This item was included in the agenda in accordance with a new statutory regulation that took effect on 1 January 2014 and that aims to ensure transparency in respect of the remuneration policy. A breakdown of the remuneration as referred to in sections 2:383c to 2:383e inclusive of the Dutch Civil Code has been incorporated in the 2013 Annual Accounts on pages 106 to 108 inclusive. c) Proposal to adopt the 2013 Annual Accounts. Re 3 Company's equity a) If it has become plausible that the Company's equity has decreased to an amount equal or less than half of the paid-up and called-up part of the Company's capital, section 2:108a of the Dutch Civil Code requires that the necessary measures to be taken, if any, are to be discussed in a general meeting. It is expected that such limits will be reached in the course of 2014, among others due to earlier announced financing related expenses. The Company considers strengthening its equity through the disposal of assets, increase of capital or other measures that will have a positive effect. No decisions have been taken in that respect yet. In the meantime, the Company wishes to extend its options to strengthen the equity, by reducing the nominal value of the shares, as further described under item 3b). b) In relation with the foregoing and to have the flexibility in order to strengthen the company s equity, the Board of Management - with the approval of the Supervisory Board - proposes to reduce the nominal value of each share in the capital of the Company. As a consequence the nominal value of all ordinary shares, cumulative financing preference shares (''financing preference shares'') and cumulative preference shares (''protective shares'') in the share capital of the Company will be reduced from EUR 0.80 to EUR 0.01, without repayment. This capital reduction shall, after observing a two month's creditors' opposition period in the meaning of section 2:100 Dutch Civil Code, be effectuated by means of the execution of a notarial deed of amendment to the articles of association of the Company. The amount of the capital reduction will be added to the reserves of the Company, and will therefore remain part of the Company's equity. Ordinary shares It is proposed to reduce the nominal value of the ordinary shares to provide flexibility on the issuance of new shares. An issuance of shares can be considered as a measure to strengthen the Company's equity position. Under Dutch law shares may not be issued for an issue price below the nominal value of such shares. To maintain full flexibility on the issue price of shares that might be issued in the future, it is proposed to reduce the nominal value of the ordinary shares to EUR Financing preference shares It is proposed to reduce the nominal value of the financing preference shares as well to facilitate the conversion of these shares into ordinary shares and to align the voting rights attached to the ordinary shares and the financing preference shares.

3 -3- Protective shares As also proposed for the financing preference shares, the reduction of the nominal value of the protective shares is proposed with the aim to align the voting rights attached to each protective share with the voting rights attached to an ordinary share. Freed up capital The amount freed up as a result of the reduction of the nominal value of the ordinary shares shall be added to the share premium reserve attached to the ordinary shares. The amount freed up as a result of the reduction of the nominal value of the financing preference shares shall be added to the share premium reserve attached to the financing preference shares. No protective shares are currently issued, therefore, no amount will be freed up with the reduction of the nominal value of the protective shares. Authorisation This proposal to amend the articles of association shall include the proposal to authorise all members of the Board of Management and any and all lawyers and paralegals practising with De Brauw Blackstone Westbroek N.V. to execute the deed of amendment of the articles of association. Qualified majority This proposal to reduce the issued share capital requires a majority of at least twothirds of the votes cast if less than 50% of the outstanding share capital is present or represented at the meeting. If 50% or more of the outstanding share capital is present or represented, an absolute majority will suffice. Triptych The verbatim text of the proposed amendment to the articles of association including a further explanation to the proposed amendments is included in a three-part document ("Triptych"). The Triptych is published on and is also available for inspection at the Company's offices. Re 4 Authorisation of the Board of Management It is proposed that, subject to the Supervisory Board s approval, the Board of Management is authorised: a) to resolve to issue ordinary and/or financing preference shares - which includes granting the right to subscribe for shares - for a period until 31 January This ten percent (10%) authorisation serves two purposes. First, as in previous years, for general purposes. Further, the authorisation serves the purpose of a possible grant of rights to subscribe for shares under the so-called 'Medium-Term Solution Agreement' as further described below. This authorisation as a whole is limited to ten percent (10%) which for these purposes should be understood as follows: (i) if shares are issued - which includes granting the right to subscribe for shares - for general purposes, the authorisation is limited to ten percent (10%) of the issued and outstanding capital at the time of the relevant resolution; and (ii) if rights to subscribe for ordinary shares are granted for the purpose to meet the obligations under the Medium-Term Solution Agreement, the authorisation is limited to ten percent (10%) of the issued and outstanding ordinary shares

4 -4- of the Company at the time of the exercise of such right excluding the number of ordinary shares issued pursuant to the relevant exercise or any earlier exercise of the rights granted under this authorisation and with a maximum of the number of ordinary shares currently included in the authorised capital of the Company. b) in accordance with section 2:96a paragraph 6 Dutch Civil Code, to limit or to exclude, to the aforesaid numbers, the pre-emptive right upon the issue of or the grant of rights to subscribe for shares, for a period until 31 January As in previous years the Company is requesting its shareholders for an authorisation which is common practice for Dutch listed companies to ensure the Company has flexibility to issue shares or grant rights to subscribe for shares in an unforeseen eventuality. The Medium-Term Solution Agreement is the agreement between the Company and its main financiers as announced on 18 March Pursuant to this agreement the Company will need to be able to grant rights to subscribe for shares in the capital of the Company to the main financiers (see a more detailed explanation in the Annex to this agenda). If the Board of Management is not authorised by the General Meeting to grant these rights to subscribe for ordinary shares, and is therefore not in a position to meet its obligations under the Medium-Term Solution Agreement, it may be obliged to pay - up to two times - a one-off payment in cash in an amount equal to, if positive, [(A) (B)] x (C) x (D), whereby (A) is, in respect of any individual party entitled to the one-off payment, the value weighted 5 business day-average listed price of one ordinary share in the capital of the Company at Euronext Amsterdam during the 5 business days prior to the ''Synthetic Exercise Date'', which is defined as the date selected by the relevant party entitled to the one-off payment to be the synthetic exercise date which shall be a date between (i) the date the Company is under the obligation to issue the warrants but the appropriate authorisation is not granted by the general meeting; and (ii) 1 November 2015 or, if the maturity date of the Company's revolving credit facilities is extended to 15 July 2017, 15 July 2017; (B) is the nominal value of one ordinary share in the capital of the Company on the date the Company is under the obligation to issue the warrants but the appropriate authorisation is not granted by the general meeting; (C) is a number equal to 5% of the issued and outstanding ordinary shares in the capital of the Company on the Synthetic Exercise Date; and (D) is 110%. Re 5 Authorisation to the Board of Management to acquire shares in the capital of the Company It is proposed that the Board of Management be authorised for a period of 18 months, therefore up to 22 November 2015, to acquire through the Company as many of the ordinary shares in its capital as is permitted within the limits of the law and the Articles of Association, either by purchasing them on a stock exchange or otherwise, for a price between, on the one hand, an amount equal to zero and, on the other, an amount not exceeding 10% of the opening price quoted on the Amsterdam stock exchange on the day of purchase or, in the absence of such an opening price, the last price previously quoted there.

5 -5- Shares may be acquired up to ten percent (10%) of the issued share capital at the date of acquisition and provided that the Company and its subsidiaries will not hold more than 10% of the issued share capital in the Company. This agenda item also comprises authorisation for a period of 18 months, therefore up to 22 November 2015, to acquire through the Company as many financing preference shares in its capital as is permitted within the limits of the law and the Articles of Association, for a price per financing preference share equalling the sum of: (i) (the net value of the conversion right of the financing preference share calculated by) multiplying the number of ordinary shares into which the financing preference share can be converted (in conformity with the conversion conditions as approved by the General Meeting held on 8 October 2013) by the difference between the stock exchange price of the ordinary shares on the day preceding the proposed purchase and the conversion price of EUR 1.80; and (ii) the nominal value and the amount of the share premium to which the financing preference share is entitled. Re 6 Cancellation of shares It is proposed that a part or all of the ordinary shares in the Company s share capital which are held by the Company, or which have been purchased pursuant to the authorisation referred to under agenda item 5, be cancelled. This will reduce the number of issued ordinary shares in the Company s capital. The purpose of this motion is to create flexibility with regard to the Company s capital structure. The cancellation may be effected in one or more tranches. Shares which the Company holds to cover share (option) schemes will not be cancelled. The number of shares to be cancelled if this motion is carried will be determined by the Board of Management and should not exceed the number that may be acquired in accordance with agenda item 5. Each resolution to reduce the capital must be filed by the Board of Management with the Chamber of Commerce. In conformity with the law, the cancellation will not take effect earlier than two months after a resolution to cancel shares has been passed and publicly disclosed. Re 7 Composition of the Supervisory Board a) The current composition of the Supervisory Board is as follows: (i) Mr C.J.A. van Lede (chairman); (ii) Mr F.J.G.M. Cremers; (iii) Mrs R.D. van Andel; and (iv) Mr J.J. de Rooij. The Supervisory Board currently consists of four members but should consist of at least five members according to the Company s articles of association. After the end of the extraordinary meeting of shareholders held on 2 August 2013, Mr Van Tooren and Mr Van Amerongen retired and two vacancies arose with effect from the same date. In view of the ongoing intensive involvement of the Supervisory Board, the Supervisory Board wishes to extend the Board to 7 members. The Supervisory Board wishes to fill the three vacancies by appointing Mr Van der Veer, Mrs Van Lier Lels and Mr Beeton. The appointment procedure is further described and explained below.

6 -6- The General Meeting is notified of three vacancies. The vacancies must be filled in accordance with the profile drawn up for the Supervisory Board. The Supervisory Board profile can be viewed on the Company s website: The General Meeting will be given the opportunity to recommend people to the Supervisory Board, taking the profile into account, to be nominated as members of the Supervisory Board. If a person is nominated as a candidate for appointment to the Supervisory Board, this will become a voting item. The Central Works Council has been informed of the vacancies that have arisen and the associated profiles and has announced that it will not exercise the right of recommendation to which it is entitled. b) The Supervisory Board nominates Mr B. Van der Veer for appointment as a supervisory director for a term up to and including the annual General Meeting of Shareholders in the year 2018, subject to the condition that the General Meeting does not exercise its right to recommend persons to be nominated as supervisory director. If such nomination takes place during the meeting, a separate vote can take place for that. The nomination by the Supervisory Board is supported unanimously by the Central Works Council, which does not exercise its right to recommend persons to be nominated for appointment as supervisory director. As to statements with regard to Mr Van der Veer in accordance with section 2:142 paragraph 3 Dutch Civil Code, Mr Van der Veer (1951) is a Dutch national and currently serves on the Supervisory Board of Aegon N.V., TomTom N.V. and Royal FrieslandCampina N.V. (not listed), and is a non-executive member of the Boards of Reed Elsevier PLC and Reed Elsevier N.V. Mr Van der Veer was Chairman of the Board of Management of KPMG N.V. until September He holds no shares in the Company s capital. c) The Supervisory Board nominates Mrs M.E. van Lier Lels for appointment as a supervisory director for a term up to and including the annual General Meeting of Shareholders in the year 2018, subject to the condition that the General Meeting does not exercise its right to recommend persons to be nominated as supervisory director. If such nomination takes place during the meeting, a separate vote can take place for that. The nomination by the Supervisory Board is supported unanimously by the Central Works Council, which does not exercise its right to recommend persons to be nominated for appointment as supervisory director. As to statements with regard to Mrs M.E. van Lier Lels in accordance with section 2:142 paragraph 3 Dutch Civil Code, Mrs M.E. van Lier Lels (1959) is a Dutch national and currently serves on the Supervisory Board of Royal KPN N.V. (till 9 April 2014), USG People N.V. (till 8 May 2014), TKH Group N.V. and Eneco Holding N.V. and is a non-executive member of the Board of Reed Elsevier N.V. She previously held management positions with Royal Nedlloyd, Van Gend & Loos, Deutsche Post Euro Express and Schiphol Group. Mrs M.E. van Lier Lels has been recommended by the Central Works Council within the meaning of section 2:158 paragraph 6 Dutch Civil Code and will act as intermediary for the representative bodies (in addition to Mrs Van Andel). She holds no shares in the Company s capital. d) The Supervisory Board nominates Mr J.J. Beeton for appointment as a supervisory director for a term up to and including the annual General Meeting of Shareholders in the year 2018, subject to the condition that the General Meeting does not exercise its

7 -7- right to recommend persons to be nominated as supervisory director. If such nomination takes place during the meeting, a separate vote can take place for that. The nomination by the Supervisory Board is supported unanimously by the Central Works Council, which does not exercise its right to recommend persons to be nominated for appointment as supervisory director. As to statements with regard to Mr J.J. Beeton in accordance with section 2:142 paragraph 3 Dutch Civil Code Mr J.J. Beeton s (1953) is a British national and currently serves as non-executive director at SSE Plc. and is a member of the Court of Strathclyde University. Mr Beeton was Director General of the Government Olympic Executive responsible for the London 2012 Olympic Games and held various positions at a.o. Bechtel Ltd., Haden Maclellan Holdings PLC, Cleveland Bridge & Engineering UK & Middle East Ltd. He holds no shares in the Company s capital. The Central Works Council was, in good time before the convocation of the General Meeting, given the opportunity to determine its position in respect of these nominations within the meaning of section 2:158 paragraph 4 Dutch Civil Code. A Dutch version of this agenda and the explanatory notes thereto is also available and can be viewed and downloaded via In the event of any differences, either in interpretation or otherwise between this English translation and the Dutch version, the English language will prevail.

Chairperson : Tina Kasten Secretary : Raoul Hagens (Allen & Overy LLP (Amsterdam Office))

Chairperson : Tina Kasten Secretary : Raoul Hagens (Allen & Overy LLP (Amsterdam Office)) MINUTES of the annual general meeting of shareholders (the AGM) of: RNTS Media N.V., having its official seat in Amsterdam, the Netherlands (the Company), held in Amsterdam on 15 June 2016. Chairperson