Executive Director of NWR and also CEO of OKD and Chairman of the Board of Directors of OKD; Executive Director and Chief Financial Officer;

Transcription

1 MINUTES OF THE ANNUAL GENERAL MEETING OF SHAREHOLDERS OF NEW WORLD RESOURCES N.V. HELD ON 28 APRIL 2009 AT 10:00 A.M. (CET) AT THE DORINT HOTEL, SCHIPHOL AIRPORT, AMSTERDAM, THE NETHERLANDS 1. Opening, announcements and voting procedure. Mr Mike Salamon, Executive Chairman of the Board of Directors of New World Resources N.V. (the Chairman ) opened the annual general meeting of New World Resources N.V. ( NWR or the Company ) and welcomed the attendees. Mr Salamon introduced himself and indicated that he would acts as chairman of the meeting. The Chairman then introduced the following members of the Board of Directors: Mr Klaus-Dieter Beck Mr Marek Jelínek Mr Zdenek Bakala Mr Peter Kadas Mr Hans Mende Mr Milan Jelinek Mr Bessel Kok Mr Paul Everard Mr Barry Rourke Mr Steven Schuit Executive Director of NWR and also CEO of OKD and Chairman of the Board of Directors of OKD; Executive Director and Chief Financial Officer; Vice-Chairman and Non-Executive Director; Vice-Chairman and Non -Executive Director; Non-Executive Director; Non-Executive Director; Senior Independent Non-Executive Director; Independent Non-Executive Director; Independent Non-Executive Director; and Independent Non-Executive Director. The Chairman stated that the following Directors excused themselves from the meeting: Mr Hans- Jörg Rudloff, Mr Alex Krueger and Mr Pavel Telička. Then the Chairman introduced the following persons: Mr Ján Fabián Mrs Ivona Ročárková Mrs Petra Mašínová Mrs Agnes Blanco Mr David Zoubek Mr Jan Humme Mr Frank van het Kaar Mr Henk Steinvoort Mr Niels Geuze Chief Operating Officer of NWR and Vice-Chairman of the Board of Directors of OKD; Company Secretary; Head of Corporate Communication; Head of Investor Relations department; NWR s Chief Legal Officer; Audit partner, KPMG; Audit partner, KPMG; Civil law notary of law firm De Brauw Blackstone Westbroek, NWR s Dutch Legal counsel; and also of De Brauw. In accordance with Article 23 Paragraph 1 of the Company s Articles of Association, the Chairman designated Mrs Ročárková as Secretary of the meeting. The Chairman placed on record that the official language of the meeting was the English language. The Chairman stated that the meeting had been convened with due observance of all legal and statutory provisions. The notice to attend the meeting which included the agenda was published in nationally distributed newspapers in the Netherlands, the United Kingdom, the Czech Republic and Poland on 6 April Furthermore, the agenda, the explanatory notes to the agenda, the Annual Report 2008 and the Annual Accounts 2008 were published on NWR s website and were available for inspection at the office of the Company in Amsterdam as of 6 April The Chairman stated that, at the record date (8 April 2009), the issued share capital of the Company amounted to EUR 105,523, It consisted of 263,799,253 A shares and 10,000 B shares. The issued share capital of the Company had not changed since the record date. The Chairman mentioned that each share confers the right to cast one vote. According to the attendance list, the holders of 176,248,491 shares were present or represented at the meeting, who could cast 176,248,491 votes. This means that 66.8% of the total issued share capital of the Company was present or represented at the meeting. With respect to agenda item 3 this number was marginally lower, namely 66.7% of the total issued share capital was present or represented (being 175,984,691 shares). The Chairman informed the meeting that, of the total number, 1 / 10

2 168,274,654 A shares would be voted on behalf of RPG Industries SE, the major shareholder of the Company. The Chairman explained that the resolutions proposed for voting at the meeting required an absolute majority of votes, except for agenda item 4 (the appointment of Mr Zhevago) - pursuant to Article 14.6 of the Company s Articles of Association, this resolution required a majority of two thirds of the votes cast. The Chairman stated that Article 23 Paragraph 2 of the Articles of Association provides that all matters regarding the exercise of voting rights shall be decided by the Chairman. The Chairman proposed to vote by acclamation for all voting items on the agenda. He noted in this respect that according to Article 25 Paragraph 5 of the Company s Articles of Association persons might be appointed by acclamation only with the approval of the meeting. This specifically regarded item 4 of the agenda under which it was proposed to appoint Mr Zhevago as Non-Executive Director of NWR. The Chairman described the voting procedure as follows: - First of all, the Secretary of the meeting had received powers of attorney and voting instructions from certain shareholders. These votes (175,824,709 and 175,560,909 with respect to agenda item 3, respectively) were reflected in the outcome of the voting. - As for the other persons who were present at the meeting and entitled to vote, the voting procedure was voting by acclamation. At each proposal, the Chairman asked whether there were any persons who wished to abstain from voting or who wished to vote against the proposal. If a person wished to abstain from voting or wished to vote against the proposal, that person should have stated his/her name and the number of shares he/she was allowed to vote. The minutes of the meeting explicitly mention the number of shares of shareholders who abstained from voting and the number of shares of shareholders who voted against a resolution. - After the voting by acclamation, the Chairman stated whether or not the resolution had been adopted. The Chairman asked whether there were any questions or objections regarding this method of voting. There were no questions. The Chairman recorded that the voting procedure had been approved by the meeting. 2. Annual Report; corporate governance; Annual Accounts. a. Discussion of the Annual Report, including corporate governance. The Chairman informed the meeting that the Annual Report 2008, including the annual accounts, had been prepared in accordance with Dutch law and the relevant rules, laws and regulations relating to the trading of the Company s A shares on the London Stock Exchange, Prague Stock Exchange and Warsaw Stock Exchange. The Chairman gave the floor to Mr Marek Jelínek, NWR s Chief Financial Officer. Mr Jelínek gave a presentation on the performance of the Company in 2008, pointing out the following: - Revenues up 49% to EUR 2.04 billion - EBITDA up 99% to EUR 697 million; EBITDA margin of 34% - Profit for the period up 79% to EUR 352 million - Adjusted earnings per A share up 76% to EUR Strong balance sheet with EUR 679 million of cash - Net debt down 40% to EUR 369 million - No refinancing requirements until Operating cash flow up 103% to EUR 523 million - Final dividend declared at EUR 0.18 per share, taking full year to EUR 0.46 per A share 2 / 10

3 The Chairman asked the shareholders if they wanted to discuss and ask questions regarding the Annual Report There were no questions regarding the Annual Report The Chairman then briefly introduced NWR s corporate governance: NWR is committed to maintaining high standards of corporate governance throughout the NWR Group. As a company registered in the Netherlands and listed in the United Kingdom, the Czech Republic and Poland, NWR has established an appropriate corporate governance framework which takes into account international best practice requirements. The Board of Directors has adopted a Corporate Governance Policy based primarily on the Dutch Corporate Governance Code. The policy also complies with the spirit of the substantive requirements of codes in the United Kingdom, the Czech Republic and Poland. The Chairman pointed out that the Annual Report 2008 includes a detailed section on corporate governance, including a report on compliance with the corporate governance regulations and best practice codes applicable in the Netherlands and the United Kingdom. The Chairman asked the shareholders if they wanted to discuss and ask questions regarding NWR s corporate governance. There were no questions. b. Adoption of the Annual Accounts (voting point). The Chairman stated that the Annual Accounts 2008 as prepared under Dutch law (using IFRS rules) were the statutory annual accounts and they were submitted to the annual general meeting for adoption. These accounts were prepared by the Board of Directors and audited and provided with an unqualified auditor s report by KPMG Accountants N.V., NWR's external auditor. The Chairman asked whether there were any questions regarding the Annual Accounts There were no questions. To adopt the Annual Accounts of New World Resources N.V. for the financial year 2008". voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 176,247, % 100% 0% - c. Discussion of the reserves and dividend policy. The Chairman briefly outlined NWR s reserves and dividend policy. Pursuant to Article 29 of the Company s Articles of Association the Company has a dividend reserve A to which the A shares are pro rata parte exclusively entitled, and a dividend reserve B to which the B shares are pro rata parte exclusively entitled. The Results for any financial period shall be split between the A Result and the B Result. The split of the Results is incorporated in and evidenced by the Annual Accounts. Pursuant to Article 30 Paragraph 1 of the Articles of Association, upon adoption of the Annual Accounts (in accordance with the split of the results previously referred to and on an after tax basis): a. The dividend reserve A shall be credited for an amount equal to the balance of a positive A Result and shall be debited for an amount equal to a negative A Result; and b. The dividend reserve B shall be credited for an amount equal to the positive B Result and shall be debited for an amount equal to the negative B Result. 3 / 10

4 The A shares, which track the Mining Division of the Company, are only entitled to distributions from the dividend reserve A, while the B shares, which track the Real Estate Division of the Company, are only entitled to distributions from the dividend reserve B. The Chairman indicated that it is NWR s dividend policy to distribute approximately 50% of the Mining Division s consolidated annual net income over the course of the business cycle, to be paid as interim and final dividends on the A shares. In October 2008, the Company paid an interim dividend in cash in the amount of EUR 0.28 per A share. The Board of Directors of NWR has declared a final dividend for the year ended 31 December 2008 of EUR 0.18 per A share. Together with the interim dividend of EUR 0.28 per A share paid in October 2008, this takes the full year 2008 dividend payable to A shareholders post- IPO to EUR 0.46 per share in respect of the year ended 31 December This represents a 35% payout ratio for 2008, reflecting the challenging economic climate as well as the unpredictability of the markets over the next 12 months. Accordingly, the Board of Directors felt a prudent attitude towards near term payout and thus preserving cash and associated strategic flexibility, whilst still retaining an attractive overall yield, was appropriate. The Chairman informed the meeting that the Board of Directors remains committed to its policy of distributing approximately 50% of its annual net income over the business cycle and that it expects to resume a higher payout ratio once markets show signs of improvement and greater predictability. The Chairman asked the shareholders if they wanted to discuss and ask questions regarding the NWR s reserves and dividend policy. There were no questions. The Chairman then proceeded to agenda item Discharge of Directors for their management during the past financial year (voting point). The Chairman explained that under Dutch law, the discharge of the directors from liability in respect of their management during the previous financial year relates only to possible liability of Directors against the Company. In other words, the Company can no longer hold the Directors liable for certain acts performed by them. The Chairman placed on record that the discharge would only relate to facts which are known to the general meeting of shareholders, based on - inter alia - the Annual Report 2008 and the Annual Accounts 2008 or based on items which were explicitly discussed at this meeting. Although under Dutch law, the adoption of the Annual Accounts does not automatically result in a discharge from liability for the Directors, the Chairman indicated that it is customary for shareholders to grant such a discharge to the Directors after adoption of the annual accounts. The Chairman then gave the shareholders and proxy holders the opportunity to ask questions regarding the discharge of the Directors. There were no questions. To discharge the Directors of the Company from liability in respect of their management during the financial year 2008". voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 175,575, ,431 % 99.62% 0% 0.23% The Chairman then proceeded to agenda item 4. 4 / 10

5 4. Appointment of a Director (voting point). The Chairman introduced a proposal to appoint Mr. Kostyantin Zhevago as Non-Executive Director of the Company. The proposal constituted a non-binding nomination by the Board of Directors. Mr. Zhevago is the beneficiary of a trust which is the ultimate and controlling shareholder of Ferrexpo plc, and was appointed as CEO of Ferrexpo plc on 1 November Since 1998, Mr. Zhevago has been a member of the Ukrainian Parliament and currently he is a member of the Parliamentary Committee on Law Policy and Chairman of the Parliamentary Group for Inter- Parliamentary Relations with Japan. Since 2002, he has been a member of the permanent delegation of the Ukrainian Parliament in the Parliamentary Assembly of the European Council and a member of the Ukrainian faction of the Committee for Parliamentary Cooperation between Ukraine and the European Union. Mr. Zhevago has previously served as chairman of the management board and deputy chairman of the supervisory board of CJSC Commercial Bank Finance and Credit and as a member of the supervisory board of JSC Ukrnafta. Between 1993 and 1996, he was financial director of CJSC Commercial Bank Finance and Credit. In 1998, Mr. Zhevago graduated from the Kyiv State Economic University, specializing in international economics. The Chairman mentioned that the Board of Directors believed Mr. Zhevago would be a valuable addition to the Board and that the Board considered his appointment beneficial to the Company. The Chairman further informed the meeting that Mr. Zhevago would receive a fixed annual fee according to NWR s remuneration policy. He may receive additional fees if he becomes member or chairman of one or more committees of the Board of Directors. The Chairman asked whether there were any questions regarding the appointment of Mr. Zhevago. There were no questions. To appoint Mr. Kostyantin Zhevago as Non-Executive Director of the Company". voting. Mrs Paula Koulova indicated that she acted as a representative (proxy holder) of Stichting Pensioenfonds Zorg en Welzijn, holder of 200,000 A shares, and wished to vote against the proposal. The Chairman recorded that the proposal had been adopted on the understanding that votes were cast against the proposal at the meeting. The total voting results for this resolution were as follows: Number of shares 171,033, ,439 5,000,000 % 97.04% 0.12% 2.84% On behalf of the Board of Directors the Chairman congratulated Mr Zhevago on his appointment. The Chairman then proceeded to agenda item Authorization to the Board of Directors to repurchase shares (voting point). At the annual general meeting of shareholders held in April 2008, the Board of Directors was granted the authorization for a period of 18 months to repurchase A shares of the Company within the limits set by law and the Company s Articles of Association. NWR aims to have optimal flexibility in its capital structure. The Chairman indicated that the repurchased shares would be utilized inter alia for option plans and share plans. In order to enable such optimal flexibility, the meeting was requested to grant a general authority to the Board of Directors to purchase up to 5% of the number of A shares in issue on the day of the meeting. The number of A shares in issue was the same as it was on 3 April 2009 which was the 5 / 10

6 date mentioned in the explanatory notes to the agenda. The authority to repurchase A shares would be subject to certain terms and limitations, including a time limitation. The Chairman explained that shares purchased might be cancelled or held in treasury. Shares held in treasury shall not entitle the Company to any distribution in respect of such shares. The Company cannot cast votes for shares held in treasury. The Chairman informed the meeting that the Company did not hold any treasury shares as at the date of the meeting. The authority shall only be used after careful consideration, taking into account factors which may include: market conditions prevailing at the time, effect on earnings per share, appropriate gearing levels and the overall financial position of the NWR Group. Upon approval of this agenda item the previous authorization of April 2008 to repurchase shares should no longer apply. The Chairman presented the following proposal: To authorize the Board of Directors to purchase A shares in the Company s share capital, subject to the following terms and limitations: (i) (ii) The authorization is limited to 13,189,963 A shares in the Company s share capital (which represent 5% of the issued A share capital as at the day of this meeting); Repurchases may take place through private transactions or through a stock market for a consideration between one eurocent and not more than the higher of: (a) 5% above the average market value of the NWR share price for the 5 business days prior to the day the purchase is made; and (b) the higher of the price of the last independent trade and the highest current bid as stipulated by Article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilization of financial instruments (No 2273/2003); and (iii) The authority shall expire at the date of the next annual general meeting of the Company following the date of this resolution. The Chairman asked whether there were any questions regarding the authority to repurchase A shares. There were no questions. The Chairman then brought the proposal to a vote. The Chairman asked whether there were any shareholders or proxy holders present at the meeting who would like to explicitly vote against this proposal or who would like to abstain from voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 171,247, ,000,000 % % 0 % 2.84 % Agenda item 5 was concluded. The Chairman proceeded to agenda item 6. 6 / 10

7 6. Delegation to the Board of Directors to issue (rights to acquire) shares (voting point). The Chairman informed the meeting that the annual general meeting of shareholders held in April 2008 authorized the Board of Directors, for a period expiring on the date of this annual general meeting, to issue A shares and B shares and grant rights to subscribe for A shares and B shares after the admission of A shares to trading. In relation to the A shares, such authority was limited to a number of A shares having a maximum aggregate nominal amount equal to the lesser of (i) one-third of the aggregate nominal value of the A shares in issue immediately following the admission; and (ii) the amount of the authorized but unissued A share capital immediately following the admission. The Chairman indicated that the proposed authority of the Board of Directors to issue A shares and grant rights to subscribe for A shares would be limited to a certain nominal amount representing 5% of the A share capital in issue on the day of the meeting. The number of A shares in issue was the same as it was on 3 April 2009 which was the date mentioned in the explanatory notes to the agenda. Upon approval of this agenda item the previous authorization of April 2008 to issue shares and grant rights to subscribe for shares would no longer apply. The Chairman indicated that the authority conferred by this resolution might be utilized inter alia for option plans and share plans. The Chairman presented the following proposal: To authorize the Board of Directors to issue A shares and grant rights to subscribe for A shares, subject to the following limitations: (i) (ii) The authorization is limited to the aggregate nominal amount of EUR 5,275,985.20, being 13,189,963 A shares (which represent 5% of the issued A share capital as at the day of this meeting); and The authority shall expire at the date of the next annual general meeting of the Company following the date of this resolution. The Chairman asked whether there were any questions regarding the authority to issue A shares and grant rights to subscribe for A shares. There were no questions. The Chairman brought the proposal to a vote. The Chairman asked whether there were any shareholders or proxy holders present at the meeting who would like to explicitly vote against this proposal or who would like to abstain from voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 171,246, ,001,500 % % 0 % 2.84 % The Chairman announced that since agenda item 6 had been adopted, the meeting could proceed to agenda item 7, which was conditional upon the approval of agenda item Delegation to the Board of Directors to exclude or limit pre-emptive rights (voting point). The Chairman informed the meeting that the annual general meeting of shareholders held in April 2008 authorized the Board of Directors, for a period expiring on the date of this meeting, to limit or exclude any pre-emptive rights with respect to the issue of A shares and B shares or granting of rights to subscribe for A shares and B shares. Such authorization was limited to 5% of A shares issued, as per the date of issue. The Chairman stated that the proposed authorization of the Board of Directors to limit or exclude any pre-emptive rights with respect to the issue of A shares or granting of rights to subscribe for A shares would be limited to a certain nominal amount representing 5% of the A share capital in issue on the day of this meeting. The number of A shares in issue was the same as it was on 3 April 2009 which was the date mentioned in the explanatory notes to the agenda. 7 / 10

8 The Chairman indicated that the authorization would be used, inter alia, in connection with the sharebased long-term incentive plans for the Executive Directors, senior management and key employees. Upon approval of this agenda item the previous authorization of April 2008 to limit or exclude preemptive rights would no longer apply. The Chairman presented the following proposal: To authorize the Board of Directors to exclude or limit any pre-emptive rights with respect to the issue of A shares or granting of rights to subscribe for A shares, subject to the following limitations: (i) (ii) The authorization is limited to the aggregate nominal amount of EUR 5,275,985.20, being 13,189,963 A shares, (which represent 5% of the issued A share capital as at the day of this meeting); The authority shall expire at the date of the next annual general meeting of the Company following the date of this resolution. The Chairman asked whether there were any questions regarding the authority to limit or exclude any pre-emptive rights. There were no questions. The Chairman brought the proposal to a vote. The Chairman asked whether there were any shareholders or proxy holders present at the meeting who would like to explicitly vote against this proposal or who would like to abstain from voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 176,247, % 100 % 0 % - Agenda item 7 was concluded. The Chairman proceeded to agenda item Re-appointment of the external auditor (voting point). The Chairman pointed that the Board of Directors and the Audit and Risk Management Committee proposed to re-appoint KPMG Accountants N.V. as the external auditor of the Company for the financial year The Chairman asked whether there were any questions regarding the re-appointment of KPMG Accountants N.V. as the external auditor of the Company. There were no questions. To re-appoint KPMG Accountants N.V. as the external auditor of the Company for the financial year voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 171,246,224 5,000,600 1,667 % % 2.84 % 0 % Agenda item 8 was concluded. The Chairman proceeded to agenda item 9. 8 / 10

9 9. Approval to prepare the Annual Reports and the Annual Accounts in the English language (voting point). The annual general meeting of shareholders held in April 2008 resolved in accordance with Section 2:362 subsection 7 and Section 2:391 subsection 1 Dutch Civil Code to prepare the Annual Report 2008 and the Annual Accounts 2008 in the English language. As the Company aims to continue to use the English language in the future as well, it was proposed to approve the English language for these documents going forward. The Chairman asked whether there were are any questions regarding the approval for the use of the English language for the annual reports and the annual accounts in the future. There were no questions. To approve the preparation of the annual reports and the annual accounts in the English language going forward. voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 176,247, % 100 % 0 % - Agenda item 9 was concluded. The Chairman proceeded to agenda item Approval to provide shareholders with information electronically (voting point). The Chairman informed the meeting that on 1 January 2009, a Dutch Act implementing the EU Transparency Directive entered into force. The Act stipulates that Dutch listed companies may provide information to their shareholders electronically, provided that, inter alia, the general meeting has consented thereto. Should the approval be granted, the Company might decide to provide certain information electronically in the future, to the extent permitted by law. The Chairman stated that, in any case, the Company would continue to (also) provide shareholders with information in other than electronic form (e.g. in hard copy), if mandatory rules so require. The Chairman asked whether there were any questions regarding the approval to provide shareholders with information electronically. There were no questions. To approve providing the shareholders of the Company with information electronically. voting. There were no shareholders or proxy holders who wished to vote against or who wished to abstain from voting. Number of shares 176,247, % 100 % 0 % - Agenda item 10 was concluded. 9 / 10

10 11. Closing. The Chairman gave all present the opportunity to ask questions with respect to the items discussed. There were no questions. The Chairman thanked all present for attending the meeting and closed the meeting at 10:35 a.m. (CET). Amsterdam, 15 May 2009 CHAIRMAN: SECRETARY: 10 / 10