Mr. Kuczynski asks if there are any questions about the procedures of the meeting. No questions are asked.

Transcription

1 MINUTES of the Annual General Meeting of Shareholders of AMG Advanced Metallurgical Group NV held on May 11 th, 2011 at the Hilton Hotel Amsterdam, The Netherlands 1. Opening Mr. Pablo Kuczynski, Chairman for this meeting, opens the Annual General Meeting of Shareholders of Advanced Metallurgical Group N.V. He is the Chairman of the Supervisory Board. He extends a warm welcome to all present. He introduces Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO; Mr. William Levy, CFO; Mr. Eric Jackson, President Advanced Materials; Dr. Reinhard Walter, President Engineering Systems; Mr. Jack Messman, Vice Chairman of the Supervisory Board and Chairman of the Remuneration Committee; Mr. Guy de Selliers, Chairman of the Audit Committee; Mr. Norbert Quinkert, Chairman of the Selection and Appointment Committee; Martin Hoyos, member of the Audit Committee. Unfortunately General Wesley Clark is not able to attend this meeting. Also attending this meeting are Mr. Ludo Mees, General Counsel and secretary for this meeting Amy Ard, Controller, Jonathan Costello Vice President of Communications. Mr. Kuczynski also welcomes to the meeting the Dutch legal advisers Mr. Jan Willem Hoevers, Mr Martin van Olffen and Ms. Deline Kruijtbosch of the law firm De Brauw, Blackstone and Westbroek, as well as the external auditor Mr. Arno van der Sanden of the accounting firm Ernst & Young. Mr. van der Sanden may be questioned on his auditor s report and his audit activities regarding the company s 2010 financial statements. The Chairman also welcomes Ms. Sandra Lombert of the Netherlands Management Company. She will vote on behalf of shareholders who have indicated that they wanted to be represented at this meeting and have not appointed their own representative. Following each voting, Ms. Lombert will inform all present whether or not at a specific voting item the required majority has voted in favor of the relevant proposal. The Chairman informs the shareholders that the proceedings of the meeting will be recorded, only for internal purposes and use, to facilitate the preparation of the minutes. The official language of this meeting is English. Once this information is available, he will inform all present about the number of shares represented in this meeting. On April 13 th of this year, which is the record date, the total issued share capital of the Company amounted to 550,077.70, consisting of 27,503,885 shares of 0.02 each. Each share entitles the holder thereof to cast one vote. However, treasury shares do not carry voting rights. At the record date the company held no treasury shares. Consequently, at the record date the number of voting rights amounted to 27,503,885. The Chairman informs the shareholders that for each agenda item, only questions related to that specific agenda item may be asked. He asks all present to use the microphone when voting or asking a question and clearly state their name, as well as the name of the person they represent. 1

2 Voting procedure Ms. Lombert explains the voting procedure. The company has reviewed the possibility of using an electronic voting system for this meeting, but since not so many shareholders or proxy holders are attending this meeting, the company decided not to utilize such a costly voting system. Instead, the company proposes to vote on each item by acclamation for practical reasons. She kindly requires all present to raise their hand if they would like to vote against a specific proposal or if they would like to abstain from voting. They should state their name and the name of the shareholder on behalf of which they vote against the proposal or abstain from voting, as well as the number of shares for which they vote against the proposal or abstain from voting. Mr. Kuczynski asks if there are any questions about the procedures of the meeting. No questions are asked. 2. Report of the Management Board for the financial year 2010 including discussion of the Annual Report 2010 The Chairman invites Dr. Schimmelbusch to present a summary of the most important developments in the financial year of 2010 and the current state of affairs, as well as the corporate governance of the company. Thereafter Mr. Levy will inform the shareholders regarding the financial affairs. Dr. Schimmelbusch thanks the Chairman, and points out that when he says something about the future, it is his opinion and not a forecast. First he wants to say something about the financial performance in The revenues went up 14%. The EBITDA increased by 23% to 84,9 million. He is happy the company is on the way to three digit million dollar EBITDA figures. The EBIT went up 32%. The share price went up 74%. This is good, because SIF, a major shareholder of AMG, transitioned out of its AMG shares. The selling of this shares depressed the share price for a while, but that has now been corrected. New shares were placed in the market and therefore there is no longer an overhang. AMG is a company of two portfolios. One is the mineral portfolio where rare metals and minerals are produced. The other one is the technology portfolio, where the company provides technologies which are related to the rare metals and minerals. The company focuses on minor metals, sometimes also referred to as technology metals, because they benefit from several major technology trends, like miniaturization, energy saving and communication technologies. These trends have a great impact on these minor metals, because they are necessary and the technologies are growing. Therefore the price scenario has a positive frame. The company focuses on six minor metals from the fourteen critical raw materials under the definition of the European Union: antimony, cerium (which is a rare earth material), magnesium, niobium, graphite and tantalum. It is interesting to know that these materials are subject to what Dr. Schimmelbusch refers to as sovereign strategies, because many of the deposits or mines are residing in states which have a centralized government, such as China. The policy of the state and the 2

3 economy is practically in one hand in these countries. The combination of the clustering in such countries and the technology trends always lead to a steady situation, but that steady situation is now over. There have been very strong price developments lately. For example the cerium price is now five times higher than a year ago, before China implemented export quotas. Cerium is a rare earth material necessary for polishing powders. AMG produces cerium powders, from cerium metal, which are needed for the communication technology. On the next slide an EU chart is presented. If AMG would do the whole chart, the company would not have fourteen critical raw materials, but more than twenty. AMG is represented with six of the critical materials. Dr. Schimmelbusch emphasizes that the political risk and the technology trend coincides in this chart. The next slide shows the places in the world where the materials cluster and where there is political risk consideration, because of the centrally managed economies. China has 80% of the world s production of natural graphite, 90% of antimony production and 90% of magnesium production. When all the countries with political risk are put together, one should be aware of the fact that supply restrictions are possible at any moment. Last year China instituted export restrictions and export quotas for rare earths and for antimony. This model will also come up for other materials. AMG s tantalum mine in Brazil is outside of the areas with political risk as is its niobium production, with 95% of the world s production in Brazil. Dr. Schimmelbusch states that the end of steady states influenced the price of these critical materials. The price volatility for some materials is high, because there are no big stocks. In antimony trioxide, AMG is one of the leading producers of the world. Antimony trioxide is a chemical that is very important for producing plastics, because it is a flame retarding chemical. Antimony metals (the raw material for antimony trioxide) are produced for almost 100% in China. AMG s technologies are very suitable to clean technologies. Within those areas AMG wants to position itself in the value chain of these materials, so that the company is safe. Supply line safety is a big issue. Another issue is the global supply status. There was a new antimony mine acquired in Turkey and AMG is very busy making a decision about the size of the mine production. Turkey could be an important supplier for AMG s antimony business in France. This could be a major development. Industry consolidation is also very important, according to Dr. Schimmelbusch. AMG acquired KB Alloys in AMG is the leading producer of aluminum master alloys. Aluminum alloys enable the aluminum industry to produce specific qualities of aluminum, in particular for weight reduction. AMG in this matter is practically acting as a laboratory. The company produces aluminum in the United Kingdom, Brazil, the USA and China, so there is a complete worldwide service network for the aluminum industry. The size of this operation is characterized by 80 million lbs/annum of alloys. As part of its vertical integration strategy, AMG expanded its tantalum mine operations in Brazil. There is a lot of tantalum in ipads. AMG has the capacity to produce lbs/annum and the product is practically sold out for 2011 and Regarding antimony, AMG acquired mining rights in Turkey, so 3

4 the production will start in The size of that production will be determined shortly. Ferrovanadium is used for clean technologies. Normally it is produced from mines, but AMG does not do that. This company recycles it from waste. It is the largest producer in North America and it is a large producer of vanadium chemicals in Germany. This business utilizes 100% recycled material, which is beneficial for the environment. The product is recycled from oil refineries and from power plants. Natural graphite is a material used in LiIion batteries. Graphite is used for the anode. It is also necessary for energy saving materials, for example isolation materials for buildings. AMG is mining worldwide in graphite. The company intends to turn an exploration property in Mozambique into a producing mine. AMG increased its presence in India for ferrovanadium alloys, because it delivers dramatic market opportunities. AMG was very lucky it could acquire the intellectual property and certain assets of BP Solar in the United States. That is very relevant, because BP Solar is the leading company commanding the solar mono² technology. Mono² is silicon based, but the melting technology to produce it is very demanding. It is produced in Berlin. AMG hopes to be the leader in this product line. AMG is very active in heat treatment technology. In this technology the company has a variety of vacuum furnaces and vacuum equipment, which enables the weight of a car or an engine to be reduced. In a lighter engine, the engine parts are under more stress than in a heavy engine. Therefore a more hardened surface is needed. AMG runs three plants, in Germany, the United States and Mexico. The company treats one million parts per day. AMG has patents for a technology for potentially solving the nuclear waste problem. The company is not enabling the production of nuclear capacity, but is cleaning it up. AMG is the sole supplier for sintering technology to the US government, to turn the plutonium located in South Carolina into commercial material. This is a big, long project. It is done under the framework of the global nuclear disarmament agreements. AMG is on its way to become much better in its environmental performance and its health and safety performance. The company has become better in the last year. Water consumption has gone down, although the production of the company went up. Recycling increased and AMG wants to build solar energy generating facilities wherever it is possible. The company is not only thinking about emission reduction, but also about operators of environmental services. In Ohio, a solar plant was put in operation. The safety performance has improved in The number of accidents went down 20%. There are quantitative targets that are put in a data measuring system nationwide and companywide. Each unit has dedicated targets in this matter. The data in the system are monitored by a PhD in Physics from Oxford University. He is absolutely up to speed on these analysis of emissions and the design of the safety system. The remuneration or compensation of managers is linked to their environmental performance. Environmental performance in this regard is defined as the actions one does to improve the operational performance of the emissions, utilities usage and health and safety. The company has to be careful, because with a wrong incentive system people may not report. The number of training hours are now measured. Dr. Schimmelbusch thinks AMG is on its way to improving in this area. The company is not perfect, but great progress was made in

5 2011 s first quarter results were satisfactory. Revenue increased 35% and EBITDA increased 19% in comparison with 2010 s first quarter. AMG got a new debt facility of 300 million dollars in late April. The new facility lasts until April The company is now much more conservatively financed than a few years ago. AMG is reviewing the number of projects which should affect profitability positively. The company expects improvements in 2011 revenues and EBITDA. EBITDA in 2011 should be up 20% or higher. He thanks all present. Mr. Levy wants to acknowledge two people. First he would like to acknowledge Jonathan Costello, who is the Vice President of Communications and who is in charge of investor relations. He has been instrumental in helping AMG to get the message out to the investment community. Mr. Levy really appreciates that. The second person he wants to acknowledge is Amy Ard. She is Vice President and Group Controller. Not only does she look after all the financials globally and work closely with her auditors, she also has the challenging job of controlling two people sitting at the table here: Mr. Levy and Dr. Schimmelbusch. Mr. Levy thinks Dr. Schimmelbusch is a great visionary, but sometimes the hard facts are needed and Amy Ard is instrumental in helping in that matter. Dr. Schimmelbusch takes the opportunity to say that Amy Ard is one of the increasing number of female executives at AMG. He is very happy that AMG was able to have recently hired a female executive for the Ohio recycle operation. Mr. Levy wants to confirm, for the record, that he is the easy one to control and Dr. Schimmelbusch is the hard one was a year of recovery for AMG. The revenue went up 14% year on year. EBITDA went up from $69.1 million to $84.9 million, that is a 23% increase. Mr. Levy is happy to report that the EPS were $52 cents per share. AMG serves energy, aerospace, recycling and specialty metals and chemicals markets. The graphic on the slide gives a good sense of the end markets 26% of the company s revenue was in aerospace, while 17% came from recycling. The specialty metals and chemicals markets comprise of 36%. In this particular area are many of the specialty metals which Dr. Schimmelbusch was speaking of earlier, like antimony trioxide and tantalum. In the energy area AMG provides a lot of engineering systems, as well as producing silicon metal that eventually goes in solar panels. Mr. Levy is sure everybody is interested in where the sales are globally. Right now 51% of AMG s sales are in Europe. In North America the company made 20% of its sales and in Asia 22%. In South America it was 5% and the balance of sales, 2%, was in the rest of the world. Asia shrunk year on year. That has to do with the decline in ESD revenues. Mr. Levy expects that will pick up in the future. The EBITDA bridge concerns the fiscal years 2009 and Mr. Levy wants the EBITDA roll forward to show where AMG ended the year. Advanced Materials contributes 39.9 million in EBITDA. Everyone must remember that Advanced Materials is an early cyclical business. When the cycle begins to step up once again, Advanced Materials likely to pick up quite dramatically. GK contributed $1.3 million, Engineering fell of by $25.4 million and this left AMG with a full year of EBITDA of $84.9 million. 5

6 Mr. Levy states that Engineering Systems carried the company through rough times in 2009, because AMG had a big order backlog and Engineering generated a tremendous amount of cash and profits during that period. Some of the other areas were on much lower levels, closer to break even. Advanced Materials saw an increase in revenues as a result of increased selling prices across various product lines. That helped to offset some declines in the engineering business that the company saw in Mr. Levy wants to point out that Selling, General and Administration (SG&A) declined, related to reductions in R&D expenses that were executed. Finance cost changed 4.8 million, related to an adjustment of a convertible note which AMG wrote up during that period. AMG was criticized throughout the year 2010 about the high tax rate. Mr. Levy is happy to report that by year end AMG was able to implement a number of tax strategies. The tax rate for 2010 is 40%. Later he will talk about the future potential further decline of the tax rate. Mr. Levy shows some quick statistics from the balance of the income statement. Gross margins dropped from 19.1% in 2011 to 18.0% in The reason for that was that the margin in Engineering Systems fell off a bit. It was picked up by the lower margin of Advanced Materials. AMG had an EPS of $0.09 and an adjusted EPS of $0.52 for the full year The fixed assets have increased, due to the acquisition of the Turkish mine, as well as the BP Solar acquisition. AMG also experienced an increase in inventories, as prices rose for the raw materials. Receivables also went up, because AMG sold more during Further on Mr. Levy will talk more about these increases. Debt to equity and net debt to EBITDA were a little bit higher than in Debt to equity was 1.01 and net debt to EBITDA was That relates to the borrowing AMG did to acquire the Turkish mine, the rise in working capital reflecting the higher sales and also to getting the company ready for the first quarter of Mr. Levy wants to point out he saw an improvement in AMG s return on capital employed. This is one of the key matrixes he looks at very closely. AMG is always working hard to increase that number. Mr. Levy wants to say something about 2011 s first quarter. The figures were announced this morning. The recovery has continued very strongly and very nicely. Revenue went up 35% year on year. EBITDA went up 19% to $26.2 million. The EPS has improved from $0.11 to $0.41. He is quite pleased with that. The next slide gives a sense of the end markets, 26% of the sales went to Aerospace, in particular titanium alloys as well as furnaces to make titanium and a number of other things. Recycling contributed 15% to the sales, Specialty Metals and Chemicals 40% and Energy 19%. The EBITDA bridge takes AMG from March to March Advanced Materials and GK are early cyclical contributors. Advanced Materials showed a nice improvement of $6.1 million. GK showed a very strong improvement of $4.9 million. Engineering fell off a bit, for the reasons Dr. Schimmelbusch already mentioned. Total EBITDA was $26.2 million. Mr. Levy thinks this nicely explains what happened during the first quarter. 6

7 The revenue increase was $70 million, related to advanced materials. GK contributed $12 million to the revenue. Gross margins improved, due to the fact that GK contributed far greater margins than it did in the past. That was due to increases in silicon metal prices, as well as greater volumes. SG&A was higher. That is a onetime event, related to long term compensation expenses. According to Income Statement Ratios gross margins improved due to GK. SG&A went up slightly, for the reasons mentioned. This figure is also higher because of the KB Alloys acquisition and the BP Solar acquisition. EPS was $0.41. Mr. Levy wants to take a look at the balance sheet. Debt increased related to the acquisitions and the increasing working capital. Inventory went up related to higher material prices. Goodwill went up, because of the acquisitions. The pension liabilities increased related to weakening of the US dollar. Much of the pension is denominated in Europe. According to the key ratios, return on capital employed, is really important which is now 15.2%. Mr. Levy wants to address that he is very happy to report that AMG has refinanced its credit facility. It was a long process. The old credit facility was for $275 million and it was a five year deal. The deal that is now set is for five years and for $300 million. AMG is very happy with the terms. The fact that it is five years is very exciting, because five year deals are hard to make. Mr. Kuczynski thanks Mr. Levy and Dr. Schimmelbusch. He gives the shareholders the opportunity to discuss and ask questions regarding the Annual Report. He asks all present to identify themselves if they have a question. Mr. Arien Ritskes represents the Vereniging van Effectenbezitters. He heard a lot of stories about China and the export ban on raw earth materials. He thinks the market share in China is very important. Mr. Ritskes does not see shortages on the end markets, like shortages on telephones and so on. He wants to know if such shortages can be expected. He asks which price levels would be available if old material is coming in. Dr. Schimmelbusch states that there were reserve stocks, especially in Japan, so the production could be kept up. The only effect on AMG was for cerium; AMG was able to get the supply from China for far higher prices. The Chinese prices domestically were five times less than the international prices. The strategy of this sovereign Chinese policy appears to be that they still want to sell the cerium, but at much higher prices. If the products are produced in China, the producing company can profit from the domestic prices, but AMG does not have the intention to move the UK operation to China. It is possible to conclude that the production of cerium outside of China is expected to come on stream very shortly. However, this case is not representative and there are lots of different cases. Once China starts with export restrictions and export quotas, then the world market price goes up. Mr. Ritskes asks if Dr. Schimmelbusch thinks there will be a shortage on materials for telephones and Blackberries. 7

8 Dr. Schimmelbusch thinks these geopolitical issues provide a challenge to produce cerium outside of China. In regard to antimony, AMG has operations in Turkey. Having its own supply, AMG will not be confronted with such shocks in prices like this year in China. Mr. Ritskes asks what the influence is on the latent capacity. He asks if Dr. Schimmelbusch thinks if the latent capacity out of China will come in on line. Dr. Schimmelbusch thinks so. The biggest challenge in rare earths is getting environmental permits. The western standards of producing and controlling the liquid emissions from rare earth production are very advanced and tight. The high prices encourage to come up with recycling technologies. For some of these materials this is very logical. Mr. Ritskes thanks AMG for page 10 and 11 in the Annual Report. He found this information very helpful. Dr. Schimmelbusch thanks Mr. Ritskes for this observation. AMG is not a company that is very easy to understand. He thinks page 10 and 11 show a way of making the company s business more transparent. Mr. Ritskes states that Dr. Schimmelbusch and Mr. Levy both mentioned SG&A and the decline in expenditure for research and development. He thinks R&D is part of the headquarters cost. He wants to know how many people are leaving AMG each year and why the company is depressing its expenditure on R&D and make the SG&A lower in total. Dr. Schimmelbusch states that the R&D of the company is not structured in a research center or something like that. Everybody who has a technical job in the company is required to do applied research as a part of their job. The R&D expenditure can be found in the normal operating cost. AMG is extremely focused on new technologies. The company has 300 engineers, of which many are PhD s. So it is a very high end development company. The loyalty of the personnel is very big. Only a few people leave each year. That is very important. The people are the assets and it is really important to keep the personnel motivated. Mr. Ritskes mentions that the depreciation is almost 25 million per year and the investments are far higher. Dr. Schimmelbusch states that this subject was debated very extensively in today s Supervisory Board meeting. The company invests a lot. In 2011 and 2012 there will be a substantial operating cash flow and this should keep the debt level constant or slightly decreasing. Mr. Ritskes asks if Dr. Schimmelbusch thinks if it will be leveled in 2014, more or less. 8

9 Dr. Schimmelbusch states that for AMG it is necessary to think about debt levels and investments, given the enormous attractiveness of minor metal mining investments. If AMG sees an opportunity in this area, the company will figure out how to finance the opportunity, without increasing the debt levels and ratios. Mr. Ritskes asks Mr. Levy about the tax percentage. In the first quarter it went down to 28%. He wants to know what the normal percentage will be over the full year. Mr. Levy states he expects that the percentage will be 33% throughout the year. If some investments are excluded, he expects it is going to be about 28%. Mr. Ritskes asks if this also will be the guidance for the next years. Mr. Levy thinks it will be, based on today s data. There might be an improvement, so he feels comfortable staying with the 33% based on today s data. Mr. Marcel van der Velden represents the VBDO, the Dutch Social Investment Forum. The forum represents banks, pension funds, insurance companies, NGO s and other private investors. He wants to ask some question on environmental issues. He sent the questions to Mr. Costello before this meeting. First he wants to focus on transparency and reporting. AMG s reporting has improved from a C+ to a B+ level. He asks if it is AMG s aim to improve even more and if so, when. Dr. Schimmelbusch states that AMG is working on it continuously. The rest is in the hands of the rating agencies. Mr. Van der Velden asks what Dr. Schimmelbusch means by his last remark. Dr. Schimmelbusch states that AMG does not rate itself. AMG can only work to improve its performance. Mr. Van der Velden asks if Dr. Schimmelbusch means he wants to improve the rating. Dr. Schimmelbusch states that AMG s target is not to score the best rating. He does not know how these ratings are done. He is very skeptical about rating agencies in general, with all due respect. They give AAA-ratings sometimes when they should not. AMG has its own rating system. There is an improvement objective system for reduction of, for example, accident ratios. The company is not there yet, but there is a plan to get there. There is a motivational system for all unit managers to contribute to the target. For example there was an accident because a person, required and trained to work on a green line in a particular section of the plant, took a shortcut. Then there was some fallout of a furnace, because it went hot at that moment. That accident was discussed and people thought about it. The Health and Safety Group made a special warning light, which goes loud when somebody leaves the green line or takes a shortcut. This is an illustration of how it works. In Ohio AMG is not only following the law, but also is doing more than that. The legal limit is not enough according to AMG s standards, 9

10 because the company actually wants zero emission. AMG has to set such targets in order to come close. In this particular case AMG has reached a system where 99% of the weight of the materials coming into the plant is leaving the plant as a saleable product. The other materials are going to normal landfills. That is a major achievement over eight years. These processes are very challenging. You have to have the awareness, and managers must think of it as a very important target. Mr. Van der Velden agrees. He asks if Dr. Schimmelbusch takes the rating system seriously. Dr. Schimmelbusch honors the rating agencies. Mr. Van der Velden says AMG s rating increased. Dr. Schimmelbusch states he is very busy doing all these things. His remark about the rating agencies was just personal. He thinks Mr. Van der Velden would be very happy if he was working at AMG. Mr. Van der Velden asks a question about the supply chain management. On page 51 there is the company s Code of Business Conduct on Ethics and the Human Rights Policy. AMG has that, but there is no systematical audit or verification. He asks how AMG will improve further in this field. Dr. Schimmelbusch gives an example. AMG is working on a complete data collection system on these topics. There is a global initiative to eliminate unethical mining in Africa. AMG participated in this project and co-initiated it. Over a long period of time it led to regulations by the SEC to force companies who get supplies from unethical mines to announce it in their reports. AMG has a lot of experience in this field, not only in the area of mining, but also in building hospitals and schools. In one of the mining operations a whole village was erected. There is a growing population around the mine. AMG is very proud of that. That is what the company is doing. Its great to have a good rating, but the rating is not the reason to do things like this. The rating is an outcome of what the company has been doing, that is what Dr. Schimmelbusch wanted to say. AMG has its own system and its own objective. Mr. Van der Velden asks why AMG does not report about these systems and objectives in the Annual Report. Dr. Schimmelbusch states AMG will report more and more, but it takes time. AMG will be criticized if the report is only in anecdotes. First a complete set of data is needed, to have a basis to report repeatedly in the same form. Otherwise AMG will be criticized for varying the definitions. Creating that basis is a challenge. AMG is a global company with different business, different clients, different people and different cultures. Dr. Schimmelbusch wants to convince Mr. Van der Velden that AMG is very active in this field. AMG thinks the company is a stakeholder administrator. The people that live in and around the company are the company s responsibility. The metal industry, for example, was working this way before there even was a law. Desulphurization is not something which was developed because there was a law. It was developed by responsible managers hundred years ago, because they saw it could be healthy. These things do not come because there is regulation. Regulation comes much later. As a 10

11 policymaker, you can only improve this if the incentive for managers is right. Selection of employees is important, because only good people hire good people. Mr. Van der Velden thanks Dr. Schimmelbusch. He thinks it is good to hear about the good intentions. Dr. Schimmelbusch emphasizes that there will be more reports over time, when AMG reaches the standardization which the company has to have, in order to have qualitative and comparable reports. Mr. Van der Velden asks a question about the carbon disclosure project. He wants to know how important the elements are AMG retrieves from the Canadian oil sands. Dr. Schimmelbusch states there is a big refinery in Alberta. That refinery produces waste. That waste is spent catalysts, because in order to refine oil sands, a lot of catalysts are needed. These catalyst contain molybdenum and nickel. When the oil is flowing by those catalysts, in the refining process, vanadium comes into play, because vanadium is in the oil. That is a geological phenomenon. The vanadium resides on the catalysts. Then the catalysts become tired and get spent and then it is waste. Shell is one of the refinery partners there. That company puts the catalysts on a very sophisticated transport system and brings it to the recycle facility in Ohio by train. In the plant there is a complete clean system to put the catalysts into a storage facility. That facility is brand new. It cost $6 million and its design is very modern. It was celebrated in Ohio as a milestone in storage technology. After the storage facility the catalysts go to a roasting facility. There the sulphur is taken out. After that it goes into a double electrical arc furnace. In this furnace the metal is being extracted, first the vanadium and later the nickel. Only a tiny part of this incoming waste comes out as residue. If AMG would not do that, someone would have to produce 4 million pounds of primary vanadium, one million pounds of molybdenum and one million pounds of primary nickel. When the CO 2 emission of this primary production is compared with the CO 2 production of the same amount of AMG s recycle facility, it is something like 10 to 1. This gives an enormous contribution to the carbon disclosure project. Dr. Schimmelbusch could be more specific on this topic if he had more time. Mr. Van der Velden thanks Dr. Schimmelbusch for the extensive answer. It leads to his next question. In the presentation Dr. Schimmelbusch said there are variable bonuses for the managers for taking environmental and safety actions, but these results are not measurable. Dr. Schimmelbusch says the bonuses are for safety actions. Environmental actions fall under a different system. Mr. Van der Velden mentions that in 2009 AMG indicated that the variable salary and the remuneration, also of the executives, would depend on the results for the environment issues. Dr. Schimmelbusch says it is about the actions, not about the results. It is dangerous to have incentive systems based on results, because not everybody is an angel. Employees might not report accidents to get a higher bonus. There is a very thoughtful system of actions which lead to improvement in all likelihood. If those actions are performed the performance is higher. That is measured. 11

12 Mr. Van der Velden thinks there should be a link between the actions and the results. Dr. Schimmelbusch states that AMG of course measures the results, but the results are not triggering the bonus. The actions are triggering the bonus, to avoid dreadful disincentives like those at the banks. Mr. Van der Velden states that the financial results also influence the bonuses. Those results are measurable too. Dr. Schimmelbusch states that the profit is rising, just like the shareholder value. Therefore everything is aligned. Mr. Ritskes asks if a problem could arise if major oil companies are scaling down at the oil sands. Dr. Schimmelbusch answers these activities are expanding. It is about very large long term investments. The throughput in hazardous waste at AMG will double from 2011 to Mr. Ritskes has a question about page 57 of the Annual Report. It mentions 26% of the safeguard share was divided between three parties. It does not say at what price the deal has been closed. It also does not say if there are agreements and lock-ups. Dr. Schimmelbusch says the deal was placed six months ago. The market at that time was between 6 and 7 Euros per share. Everybody who bought those shares is very happy now. There are no longer lock-ups. Mr. Ritskes asks if the new shareholders have an agreement for a lock-up. Dr. Schimmelbusch says they have not. Mr. Ritskes wants to know which kind of investors bought the shares. Dr. Schimmelbusch thinks it was primarily the Dutch institutional community. He feels welcome in Holland. Mr. Ritskes mentions that in the Annual Report of 2009 AMG stated on page 14: The improving existing global infrastructure could lead to as much as 45 trillion in public works spending over the next 20 years. The world is changing every day, but in this year s report AMG scales back this number to trillion. Dr. Schimmelbusch thinks the financial crisis has taken its toll. There is no money to build bridges in Greece, for example. Mr. Ritskes asks which percentage of the turnover is made by the top 10 customers. 12

13 Dr. Schimmelbusch answers he thinks it is less than 10%. Mr. Ritskes states Mr. Levy already talked about agreements on co-financing and the facility of $300 million. He wants to know if the facility is renewed at 3%. Mr. Levy says there were three co-financers. The deal was related to the EBITDA of the company. There is a new covenant that is unique to the German banking environment, a tangible network covenant. It has to be greater than 20% in the first couple of years and then goes up to 23%, and over time to 24%. The definition is equity divided by assets. There are some adjustments, but that is the simple way to look at it. It should be greater than 20% in the early years. Mr. Ritskes asks about GK. AMG bought an additional 8.5% and it changed for 2.1% AMG shares at Now AMG owns GK for 88%. He wants to know if there is an obligation to buy the rest of the company. Dr. Schimmelbusch thinks it went from a little over 80% to 89%. If you go over 90%, you have the right to buy the rest. It used to be 95%, but a new law in Germany says 90%. He says the sellers are collectors who assembled patiently and contacted AMG and then AMG bought their shares. AMG has the right to buy it, but there is no obligation. Mr. Ritskes says in European law, when you go over a certain percentage you have to make a total bid. Dr. Schimmelbusch makes clear the company did this already, a long time ago. Years ago AMG crossed the percentage and made a bid. He wants to asks the question to Dr. Michael Witzel, who was a senior partner of Hogan Lovells in Munich. He asks him to explain that this is all ok. Mr. Witzel confirms it is all right under German law. At the time you are in reach or reach 30%, you have to make an offer. AMG made the offer once in There is no further requirement to repeat such an offer when you increase your amount shares. The latest acquisition does not trigger any obligation under German law to make a public offer. Mr. Ritskes looks at the operational side. Last year the margin of GK was not that aggressive. He asks why AMG spends its money to higher the stake at GK. Dr. Schimmelbusch states that he expects GK this year will have the best result in its history and he expects that the company this year will have a good profit contribution to AMG. The first quarter results prove that. Mr. Kuczynski asks if there are any other questions. He asks Ms. Lombert to tell him how many shares are represented. According to the attendance list shares are represented in the meeting, representing 34% of the total issued share capital of the company on the record date of 13 April. Therefore, all resolutions placed on the agenda and set out in the explanatory notes to the agenda with 13

14 the exception of agenda items 9 under (ii) and 10 under (ii), may be adopted by an absolute majority of votes cast. Agenda item 9 under (ii) and 10 under (ii) may only be adopted with a two-third majority of the votes cast. 3. Adoption of the 2010 financial statements Mr. Kuczynski says the next item on the agenda is the adoption of the 2010 financial statements. Ernst & Young Accountants, the company s external auditor, have audited the company s financial statements. The unqualified audit opinion may be found on page 148 of the Annual Report. He asks if there are any questions. There are no questions so Mr. Kuczynski wants to put the proposal to a vote and he asks the people who vote against the proposal and the people who abstain from voting to raise their hands and to indicate on behalf of which shareholder they vote and for what number of shares. That way they can calculate the exact numbers of votes cast in favor and against the proposal and figure out how many voters abstained from voting. No one is against the proposal and no one is abstaining so the shareholders present are consequently in favor of the proposal. Mr. Kuczynski asks Ms. Lombert whether the majority of the votes has been cast in favor of the proposal. Ms. Lombert takes into account the proxies and voting instructions provided to us and votes cast by shareholders and other proxy holders and holders of voting instructions present at this meeting. She can confirm that the majority of the votes has been cast in favor of the proposal. Mr. Kuczynski confirms that the majority of the votes has been cast in favor of the proposal, so the proposal is adopted. 4. Discharge from liability of the members of the Management Board for the 2010 financial year Mr. Kuczynski states the next item on the agenda is the discharge from liability of the members of the Management Board in respect to the fulfillment of their management duties during the financial year He asks if there are any questions regarding this proposal. There are no questions so he puts the proposal to a vote and asks who is against the proposal and who wants to abstain from voting. He concludes that the remaining shareholders present or represented are consequently in favor of the proposal. He asks Ms. Lombert to inform him whether or not the majority of the votes has been cast in favor of the proposal. Ms. Lombert takes into account the proxies and voting instructions provided to her and votes cast by shareholders and other proxy holders and holders of voting instructions present at this meeting. She can confirm that the majority of the votes has been cast in favor of the proposal. Mr. Kuczynski confirms that the majority of the votes has been cast in favor of the proposal, so the proposal is adopted. 5. Discharge from liability of the members of the Supervisory Board for the 2010 financial year 14

15 Mr. Kuczynski states that the next item on the agenda is the discharge from liability of the members of the Supervisory Board in respect to the fulfillment of their supervisory duties during the financial year He asks if there any questions regarding this proposal. Mr. Ritskes says that he already stated last year that the VEB has problems with the high salary. According to the total turnover of only 1 billion dollars, the salary for the total board is high. That is his only remark. Mr. Kuczynski asks if Mr. Ritskes refers to the Supervisory Board or the Management Board. Mr. Ritskes says he is talking about both. Mr. Messman is Chairman of the Remuneration Committee. He states that AMG has a very diversified Supervisory Board, with members coming from all parts of the world. Many of them also serve on other boards. To attract these directors, AMG has to offer a competitive package. The proposal is different from the standard Dutch salary, but AMG needs this package to attract people. For the members of the Management Board there is a very extensive and modern compensation system. The Management Board is very capable. The system incentivizes the management to think about the shareholder interest and to produce measurable results. All the segments of compensation are market based, to insure AMG can compete in the market to attract people. The compensation system has several components: a salary target bonus and long term incentives. The company is advised by Hay Associates, which is a leading international compensation advisory firm. AMG has a group of peer companies that is used for comparing. The compensation structure uses management data from the Hay database. Salary and target bonus percentage are based on market data for comparable companies. The target bonus is based on three components: 40% return on capital employed, 40% EBITDA growth and 20% individual performance. For each component there is a threshold value that has to be exceeded in order to receive compensation. In the 50% level is a target value that usually is at the level of the budget, and there is a maximum value to provide the incentive of the management to exceed the budget. For each of these components the actual performance versus the budget can accelerate the amount of the payout to above the target bonus percentage. There is also a long term incentive, which has two components: 50% is a stock option plan and 50% is the performance share units (PSU). The stock options are valued at 50% of the market price on the day of grant, because AMG was a new corporation and did not have the history of the market price. The history will probably be used in the future to determine this value differently. In order to get the stock options, the Management Board must meet a minimum three year average return on capital employed. After passing this gate, they get 50% after year three and 50% after year four. So AMG has aggressive targets on stock options. For the 50% performance shares, AMG values them at 80% of the market price at the date of the grant. AMG did not have any historical data, so next year the company will have enough history to use quantitative numbers to determine what those numbers will be. Here also is a three year minimum of return over capital employed that the Management Board must get through in order to get the PSU. After that the performance is compared on total shareholder return from the Bloomberg Index, to determine how many PSU s are granted. In the last year the stock price has performed very well, so AMG was at the higher end of the peer group. The numbers have been quite good. That is the complicated way of 15

16 managing the compensation for the company. All those elements are based on either market data or performance data. Mr. Messman mentions that the Supervisory Board has the opportunity to claw back if something unusual happens in the numbers, to protect the shareholders. He thinks the system is very modern, structured like many other companies. It allows AMG to compete for the executives the company needs. Mr. Kuczynski thinks there are no further questions. He asks who is against the proposal. He sees there is one hand up. He asks who is abstaining from voting. No one is. Ms. Lombert asks the person that voted against the proposal to state his name and the number of shares. Mr. van der Velden represents the Dutch Social Investment Forum. He understood Mr. Messman s answer, but his organization asked him to vote against the proposal. Ms. Lombert will record this, for the number of shares Mr. Van der Velden is representing according to the paperwork. Mr. van der Velden explains that his organization watches the link between remuneration and the results on sustainability very closely. Mr. Lombert states that his remark is noted. With respect to the abstentions she would like to note for the record that she is abstaining from voting for a number of shares requested at the meeting. Mr. Kuczynski asks Ms. Lombert to inform him whether or not the majority of the votes have been cast in favor of the proposal. Ms. Lombert took into account the proxies and voting instructions provided to her and votes cast by shareholders and other proxy holders and holders of voting instructions present at this meeting. She can confirm that the majority of the votes have been cast in favor of the proposal. Mr. Kuczynski confirms that the majority of the votes have been cast in favor of the proposal, so the proposal is adopted. 6. Composition of the Management Board Mr. Kuczynski says the next item on the agenda is the proposed re-appointment of Dr. H.C. Schimmelbusch as member of the Management Board, for the maximum term of four years with effect from May 11, Information on Dr. Schimmelbusch has been included in the explanatory notes to the agenda for this meeting. It is the intention of the Supervisory Board to appoint Dr. Schimmelbusch as Chief Executive Officer and Chairman of the Management Board after he has been re-appointed. The Supervisory board proposes to re-appoint Dr. Schimmelbusch in view of his excellent performance, vast experience in and deep knowledge of the global metallurgical industry and outstanding leadership qualities. He asks if there are any questions regarding this proposal. There are no questions. He asks 16

17 who is against the proposal and who abstains form voting. He asks Ms. Lombert to inform him whether or not the majority of the votes have been cast in favor of the proposal. Ms. Lombert took into account the proxies and voting instructions provided to her and votes cast by shareholders and other proxy holders and holders of voting instructions present at this meeting. She can confirm that the majority of the votes have been cast in favor of the proposal. Mr. Kuczynski confirms that the majority of the votes have been cast in favor of the proposal, so the proposal is adopted. Applause. Dr. Schimmelbusch thanks all present for the surprising results and the good words. 7. Composition of the Supervisory Board Mr. Kuczynski says the next item on the agenda is the proposed re-appointment of himself as member of the Supervisory Board. Since this agenda item concerns his own re-appointment, he would like to give the floor to Mr. N. Quinkert, Chairman of the Selection and Appointment Committee. Mr. Quinkert points out, as indicated by Mr. Kuczynski, that this item concerns the re-appointment of Mr. P.P. Kuczynski as member of the Supervisory Board, for the maximum term of four years with effect from May 11, Information on Mr. Kuczynski has been included in the explanatory notes to the agenda for this meeting. It is the intention of the Supervisory Board to appoint Mr. Kuczynski as Chairman of the Supervisory Board after he has been re-appointed. The Supervisory board proposes to re-appoint Mr. Kuczynski in view of his outstanding leadership qualities, broad international, financial and management experience and background and the way he fulfills his role as member of the Supervisory Board and member of the Remuneration Committee. He asks if there are any questions regarding this proposal. There are no questions. Mr. Quinkert puts the proposal to a vote. He asks who is against the proposal and who is abstaining from voting. Mr. Ritskes states Mr. Kuczynski is 73 years old and the youngest member of the board is 58. He thinks the board should look for younger members next time. Mr. Kuczynski states that at the recent Peruvian presidential election in which he participated he was number three, with 20% of the votes. The bulk of the people that voted for him were the youngest voters, from 18 to 22 years old. He got 3 million votes from young people. So he thinks it balances out. Mr. Quinkert asks again if anyone is against the proposal and if anyone wants to abstain from voting. The remaining shareholders present or represented are consequently in favor of the proposal. Mr. Quinkert asks Ms. Lombert to inform him whether or not the majority of the votes has been cast in favor of the proposal. Ms. Lombert took into account the proxies and voting instructions provided to her and votes cast by shareholders and other proxy holders and holders of voting instructions present at this meeting. She can confirm that the majority of the votes have been cast in favor of the proposal. 17