record of tmf shareholders’ meeting 13-05-2009 is the chairman of the supervisory ... amg’s...

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MINUTES

of the Annual General Meeting of Shareholders

of AMG Advanced Metallurgical Group N.V.

held on May 12th

, 2010 in Amsterdam, the Netherlands

1. Opening

Mr. Pedro Pablo Kuczynski, Chairman (“the Chairman”) of 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 at the third Annual General Meeting of Shareholders

since the listing of AMG on the Euronext Amsterdam in July 2007.

He introduces Dr. Heinz Schimmelbusch, Chairman of the Management Board and CEO; Mr. William

Levy, CFO; Mr. Eric Jackson, President of Advanced Materials and Dr. Reinhard Walter, president

Engineering Systems. Furthermore he introduces Mr. Jack Messman, Vice-chairman of the Supervisory

Board and Chairman of the Remuneration Committee; Mr. Norbert Quinkert, member of the

Supervisory Board and Chairman of the Selection and Appointment Committee; Martin Hoyos and Mr.

Guy de Selliers, Chairman of the Audit Committee. He states that General Wesley Clark is

unfortunately not able to attend this meeting.

He says that Mr. Ludo Mees, General Counsel of the Company and secretary for this meeting and Amy

Ard, Controller of the Company, are also attending this meeting.

The Chairman also welcomes to the meeting the Dutch legal advisers of the law firm De Brauw

Blackstone Westbroek, as well as the external auditor Mr. Arno van der Sanden of the accounting firm

Ernst & Young. The Chairman states that Mr. van der Sanden may be questioned on his auditor’s

report and his audit activities regarding the Company’s 2009 financial statements.

The Chairman also welcomes Ms. Sandra Lombert of NMC. 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 favour 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.

The meeting has been convened with all due observance of all legal and statutory provisions. The

notice to attend the meeting including the agenda has been published in NRC Handelsblad and the

online OPC on April 21st, 2010. For the purpose of the meeting the Management Board set a record

date. Shareholders who were registered as such on Wednesday April 21st, 2010 at the close of

business, were authorised to participate in and vote at this meeting without the obligation to have their

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shares blocked until the close of this meeting. Registration for the meeting was possible until May 6th,

2010.

At the entrance to the meeting room was the documentation for this meeting. That documentation

comprised the agenda, the explanatory notes, which include information on the proposed amendment

on the articles of association and the information that is prescribed by law on the proposed members of

the Supervisory Board, and the Company’s 2009 Annual Report, including the financial statements.

These documents have been available for inspection at the AMG office in Amsterdam and at the offices

of ING and have been published on the AMG website.

The resolutions placed on the agenda and set out in the explanatory notes to the agenda, with the

exception of item 9b, may all be adopted by an absolute majority of votes cast without any quorum

requirement. Item 9b concerns the resolution to authorize the Management Board, subject to the

approval of the Supervisory Board, to restrict or exclude the pre-emptive rights in connection with an

issuance of shares. If less than 50% of the Company’s issued share capital is represented at this

meeting, this resolution may only be adopted with a two thirds majority of the votes cast.

Once this information is available, the Chairman intends to inform the shareholders of the number of

shares represented at this meeting. On April 21st, 2010, which is the record date, the total issued share

capital of the Company amounted to 537,990.96 euro, consisting of 26.899.548 shares of Euro 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 on the record

date the number of voting rights amounted to 26.899.548 shares.

In connection with the orderly conduct of this meeting the Chairman informs the shareholders that, as

for each specific agenda item, only questions related to such agenda item may be asked. He asks the

shareholders to use the microphone when voting or asking questions, and to clearly state their name as

well as the name of the person or entity they represent.

**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 show of hands. Ms. Lombert will count the votes and

inform the shareholders whether or not the required majority for the relevant proposal is in favour of the

respective proposal. However, for purposes of recording this specific aggregate number of votes in

favour of and against the relevant proposal, as well as any abstentions, the shareholders have received

a ballot at the entrance, containing all proposals. The Company kindly requests the shareholders to fill

in their votes for each voting item. At the end of the meeting, the shareholders are kindly requested to

hand in their ballot to Ms. Lombert, and she will then aggregate the specific number of votes and inform

the Company of the aggregate number of votes for purposes of including them in the minutes of this

meeting. Ms. Lombert stresses that if the shareholders would like to have their votes recorded as votes

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in favour or against the relevant proposal, they must hand in their ballot. If they do not hand in their

ballot or do not record their votes in favour or against the relevant proposal, their votes will be

considered as an abstention which is packed to the relevant proposal. Furthermore Ms. Lombert would

like to stress that individual voting results will not be disclosed, unless the relevant shareholder agrees

or is requested. Finally she would like to note that there is one shareholder, represented at this meeting,

who will have a decisive vote on all proposals presented today to this meeting.

No questions about this voting procedure are asked.

The Chairman announces a short intermezzo, which is a film about the Company. This is in response

to a request made last year, for more information on AMG and its operations. After the film the meeting

will be continued.

**Short movie**

2. Report of the Management Board for the 2009 financial year and Corporate Governance

The Chairman states that this agenda item is divided into two sub items. First the Annual Report as a

whole will be discussed as agenda item 2a. Item 2b is the Corporate Governance Report, which is

included in the Annual Report, starting at page 53. With regard to the Annual Report he invites Dr.

Schimmelbusch to present a summary of the most important developments in the financial year of 2009

and the current state of affairs. He states that Mr. Levy will inform the shareholders regarding AMG’s

financial situation thereafter.

a. Annual report

Dr. Schimmelbusch begins with saying the film was produced in house by Mr. Costello: the

Company’s Communications Director. Formerly he was a corporate finance expert and now he is also a

movie producer. The movie showed AMG’s focus on end markets such as clean energy, aerospace,

weight reduction of steel, and infrastructure.

AMG consists of two divisions: The first is centered around the production of advanced specialty metals

and high purity, very complex metals. AMG’s other division produces the furnaces or the furnace

systems which are needed to produce those metals at those high level of purity. 2009 was a very

difficult year. AMG generated revenues of 867 million dollars and an EBITDA of 69 million dollars. The

net debt of the Company was 86.8 million. The balance sheet is very conservative. AMG invested 25.5

million dollars in CAPEX. The Company is active at all continents and it has approx. 2300 employees.

Dr. Schimmelbusch believes the Company benefits from major large trends, such as the need for solar

and nuclear energy, the need to rebuild and improve the global infrastructure ,the need to reduce

weight in aerospace in order to save energy and the ever changing electronics markets where AMG

produces specialty materials.

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The AMG share price has been lingering between 4 and 6 euros for quite some time in 2009. Now it is

around 8 euros per share. This is also reflecting a certain share overhang issue, because the market

was informed that a major shareholder Safeguard International will distribute its AMG shares to its

limited partners on or before September 30th, 2010.

The Advanced Materials division is AMG’s production arm. It produces high value alloys. In the

Engineering Systems division, the Company produces the equipment which turns such materials into

usable products. For example: in Aerospace AMG has a leading position in providing titanium furnace

systems which turn titanium sponge and other materials into titanium metal. Apart from that the

Company is also a major global supplier of titanium alloys. Those alloys are melted in AMG’s furnaces

to achieve desired qualities. AMG also has a leading position in infrastructure. The Company is the

largest North American producer of ferro-vanadium. AMG has made a technological breakthrough,

which enables it to produce ferro-vanadium in an energy efficient manner. AMG produces recycled

ferro-vanadium while alternatively it can be produced from primary sources, namely from mining.

AMG’s energy footprint for producing ferro-vanadium for infrastructure applications, namely

strengthening steel, is extremely environmentally beneficial. AMG is also a major supplier to the solar

industry. The solar crystallisation furnaces, which turn solar grade silicon into bricks, are sold to the

photovoltaic industry. AMG also has a growing position in the nuclear industry. The Company is not

producing reactors, but it is helping to recycle the nuclear fuels and also produces sintering furnaces for

those nuclear fuels.

AMG has been awarded by the Shaw AREVA Consortium and the Department of Energy in the United

States an engineering contract to help recycle weapons-grade plutonium into usable fuel for

commercially light water reactors. Upon completion of this facility it will reduce the amounts of

weapons-grade plutonium that is stored. It will also save energy because the material is used again as

a fuel for conventional nuclear reactors. In the aerospace industry, a lot of AMG’s alloys end up in the

jet engine, because there is a large trend to replace nickel alloyed steel, which is very heavy, by a

much lighter material, namely titanium, which in several temperature corridors, provide equal or

superior heat resistance. That is a big trend. Titanium is also used in the aerospace industry outside the

engine. In nuclear energy the Company also produces furnaces, which enable alloys to be produced,

which contain uranium spheres for fuel that can be used in nuclear reactors. The Company is working

on an industrial solution for nuclear waste, not a storage solution. It means to transfer nuclear waste

into forms that can easily be handled and stored.

The Company is the largest miner of tantalum, a metal it mines in Brazil. It doubled its extraction

capacity to 300.000 pounds in 2009. In the Brazilian mine, pilot plant work has been done successfully

to enable the Company to make an investment decision later this year on producing lithium material.

There will be a big demand for lithium in the future because of the emerging market for lithium batteries

related to “green” cars. Dr. Schimmelbusch already mentioned it was AMG’s target to produce 100% of

its ferro-vanadium from recycled materials like residues from over twenty power plants that are created

when they burn carbon materials. AMG is the world’s largest recycler of vanadium bearing spent

catalysts. If the catalyst was not recycled, it would be a hazardous waste material that has to be stored.

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AMG’s Advanced Material business falls into two categories. The first is the so called “conversion

businesses”, which converts raw materials into highly refined materials. Those are stable businesses,

although they have a relatively low profit margin. The so called “long businesses” are vertically

integrated and start with primary activities like mining or recycling. These tend to be higher margin

businesses.

The next business is Engineering Systems. In Engineering Systems the margins are higher and the

sales cycles are longer. In a down turn such as in 2009, the Advanced Materials business enters the

down cycle first. In 2010 Advanced Materials will come out of the cycle first, where the Engineering

Systems business has a longer cycle. That is an interesting mix, because it stabilises the Company.

AMG is very committed to innovation. For example AMG developed its own solution to the challenge of

low sunlight to electricity conversion ratios for thin film solar applications in form of rotatable targets

which are necessary for the production of high efficiency, low cost thin film products. Thin film solutions

are the alternative to silicon based solar solutions. A lot of materials have to be coated on a very thin

material, in order to turn it into a solar cell. It took AMG from 2003 to 2009 to develop this application. In

the aerospace area, AMG developed a light weight, high strength material called gamma-titanium. The

application now is replacing the steel in aerospace. AMG started in 1995 and now it is the world leader,

with 80% market share in the aerospace engine, for that material. AMG started to develop solar

furnaces in 1998. Now the Company is the number two producer of solar furnaces in the world. It was a

very large business in 2008, but now it slowed down because of the difficulties in solar industry.

Dr. Schimmelbusch believes that the current cycle will bottom out and that the Company has a large

footprint in this area. AMG has also developed a method to offer its alloy upgrading services to the

transportation industry, so it does not only sell the furnaces, but also operates them. It took the

Company almost twenty years to get up to speed in this area. AMG has a very long development cycle.

Once a product is developed it has a high technology protected market share.

Right now the Company has started producing lithium from its complex and rich ore body in Brazil. The

Company originally mined tantalum and niobium from that ore body. AMG sells the by product of this

mine, ceramic materials, to the Brazilian ceramic industry, That is essentially a credit against mine

costs. Now AMG is committed to expanding this into lithium, a very important product. It has a bright

future. Globally, it is produced from salt and minerals. AMG’s goal is to become the second largest

producer of mineral based lithium.

Ferro-vanadium prices are currently rising and so are many prices for AMG’s other metals. To meet

this demand. AMG is expanding its production in Ohio. That should lead to satisfactory results while

they were unsatisfactory in 2009. The Engineering Systems division is still challenged by the current

market environment. Dr. Schimmelbusch cautiously comes to the conclusion that the fall in the backlog

has bottomed out. The prevailing scenario is that the bottoming out occurs now; the amount of orders

are expected to rise in the second half of 2010. Silicon metal demand has been very strong recently,

which is reflected in the average price for silicon metal in 2010. Now it is $1.10 per pound. Spot sales

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are now being conducted at $1.38. That is a very strong development, given the large amount of silicon

metal that the Company produces.

Dr. Schimmelbusch thanks everyone for listening and hands the floor to Mr Levy, CFO of the Company..

b. Financial results 2009

Mr. Levy reminded everyone that AMG has a disclaimer on forward looking statements. He reviews the

2009 numbers via a PowerPoint slide show. Following that he provides a brief review of the first quarter

2010 financial figures. AMG announced the first quarter 2010 results earlier this morning.

In 2009 the revenue decreased by 32% to 867.4 million dollars from 1.28 billion dollars in 2008.

EBITDA decreased 58% to 69.1 million dollars in 2009, compared to 165.3 million dollars in 2008. Net

loss attributable to shareholders for 2009 was 75.6 million dollars, which equals 2.82 dollars per fully

diluted share.

Excluding the non recurring charges and Timminco, AMG’s net loss attributable to shareholders for the

full year 2009 was 10.6 million dollars or 39 cents per fully diluted share. Income attributable to

shareholders from continuing operations for the full year of 2009, excluding the non recurring write

down in AMG’s investment in Graphit Kropfmühl, was 74.3 million dollars, or 2.70 dollars per fully

diluted share. In 2009 34% of the revenues came from Energy end markets, 25% came from the

Aerospace end markets, 12% came from Infrastructure and lastly 29% of revenues came from the

Specialty Metals and Chemicals end markets. This particular segment, specialty metals and chemicals

has grown dramatically over the last quarter.

Mr. Levy made some comments on the Advanced Materials business: the revenue in 2009 decreased

by 327.6 million dollars or 43% to 429.1 million dollars, due to lower average selling prices at many

products, most notably ferro-vanadium. EBITDA decreased to break even, due to the decrease in gross

profit, slightly offset by a decrease in the SG&A. There were significant reductions in the SG&A of the

division in 2009. Capital expenditures were 11.5 million dollars, 46% less than 2008. Because of the

challenging times the division performed only essential capital investment during 2009, to lower cost

and to increase capacity.

In discussing Engineering Systems, Mr Levy stated that revenue decreased by 114.9 million dollars or

26%, to 321 million dollars. EBITDA decreased by 32.7 million dollars to 62.9 million dollars, as a result

of a decrease in revenue from advanced vacuum furnace melting systems, principally for titanium and

solar industries. Capital expenditures were 6.7 million dollars for the year, 77% less than in 2008. The

decrease was a result of the completion of the division’s DSS production facility and a heat treatment

service operation during 2008. Only essential investments were performed in 2009. The engineering

group’s order backlog decreased to 162 million dollars at the end of the year, due to the global

reduction in capital spending.

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Graphit Kropfmühl (GK) generated a full year 2009 revenue of 117.8 million dollars and 11.9 million

dollars in gross profit. 55% of the sales was generated by the silicon metal business and 45% was

generated by the natural graphite business. For 2009 EBITDA was 6.3 million dollars, or 5% of revenue.

GK spent 7.3 million dollars on capital expenditures, primarily due to the expansion to silicon furnace

and the relocation and operating of certain natural graphite production activities.

After that Mr. Levy provides some key financial statement ratios. Mr Levy stated that, because of the

economic climate and the compression of margins, the key financial income statement ratios all

declined. He made a particular note of the net margin: the largest single item impacting the Company

was the tax expense. There was a 27.5 million asset impairment write off to which a tax deduction

could not be taken. So AMG had a higher than usual tax expense as a percentage of income before

taxes. Since this happened, AMG instituted a number of tax restructuring measures. As time

progresses the effective tax rate is expected to decline to approximately 38%.

Mr. Levy notes that the internal capital deployed declined for all of the same reasons already noted. As

has been stated earlier, the Company has a strong balance sheet. Net debt to EBITDA was 1.26x at 31

December 2009. The net debt position actually increased, due to 25 million dollars in capital investment.

That occurred during the year for expansion and cost reduction, as well as 34 million dollar capital

infusion into Timminco. This cash use was offset by 60.4 million dollars in operating cash flows from

continuing operations.

During 2009 CAPEX was reduced dramatically. It was cut by 42 million dollars compared to the year

before. Because of these challenging times, the Company wanted to conserve its cash.

Mr. Levy then reviewed the 2010 first quarter results. AMG had some promising results for the first

quarter. Revenue increased by 9% to 235.8 million dollars. EBITDA increased 39% to 22 million dollars

versus the prior year. On a sequential basis, EBITDA increased 77% versus 2009’s fourth quarter. The

adjusted EPS was 11 cents per share, versus a loss of 22 cents per share last year.

The Advanced Materials revenues increased by 43% or 42.4 million dollars quarter over quarter. This

increase was due to sharp increases in ferro-vanadium prices, which occurred at the end of the fourth

quarter, as well as price increases in nickel, titanium and antimony trioxide. Volumes increased in

aluminium master alloys, which were up 37% and chrome metal was up 41%. Ferro-vanadium is one of

AMG largest cash generators. The volumes were relatively flat quarter on quarter. Price increases of

8% occurred at the very end of the first quarter 2010.

Engineering Systems’ first quarter revenue decreased 28.6 million dollars or 30%. Sales fell in all

segments, except the nuclear segment, which contributed 2.3 million dollars. That represents an

increase of 30%. Sales of the solar silicon melting furnaces decreased by 47% in this quarter whilst the

melting systems were down 10%. The order backlog is down 45 million dollars, or 25%, due to the

global recession, which is adversely impacting spending on capital equipment. AMG’s GK business

revenue increased 27% to a 46% increase in natural graphite sales, as both prices and volumes

increased.

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The income statement ratios all improved substantially quarter over quarter. Net margin, swinging from

negative 7% to essentially 0. AMG experienced some of the benefits of the tax restructuring. The

Company will continue to work on improving that.

The return on capital employed has improved from 10.5% to 11.7% in this particular period. AMG

closed down the quarter with a liquidity of 190.9 million dollars. The Company had a net debt position of

104 million dollars at the end of the quarter. The increase of the Company’s debt of 17.3 million dollars

since December 31st is primarily due to a cash tax payment of 12 million dollars in Germany and a 14.9

million dollar increase in working capital due to growth in account receivables due to the increase in

end market selling prices. There also was a decline in the advanced payments related to the fall in the

Engineering Systems business, as well as a 5.1 million dollars in capital investment. All of that was

slightly offset by the EBITDA of 22 million dollars. The capital expenditure in the first quarter was

reduced by 6.8 million dollars due to the difficult economic times.

The Chairman thanks Dr. Schimmelbusch and Mr. Levy for their presentations.

**Questions**

The Chairman allows the shareholders the opportunity to ask questions regarding the Annual Report.

He asks them to state their name and who they represent before asking their question. He also asks

them to refer to the page in the Annual Report that provokes the question. There is a microphone

available.

Mr. Maas from Vereniging van Effectenbezitters (VEB) has three questions.

He states that in 2009 AMG suffered four quarters of losses. He asks which division is expected to

recover first and whether AMG will focus on a special division to restructure and when and how. He

further states that he read that Safeguard will stay as a shareholder of AMG until March 2011. He says

that Dr. Schimmelbusch is founder and director of Safeguard. He says that he would like to know on

which grounds it is decided that Safeguard remains shareholder and why this decision is only for one

year. He further asks who has taken the decisions and decides on the criteria for this decision. Finally

he has some questions with respect to Timminco. He says that the past years showed capital and

judicial problems and difficulties in marketing and selling. Even now Timminco still has problems. He

asks whether he could be informed on the short term expectations for Timminco.

The Chairman thanks Mr. Maas for his questions. He summarizes that the first question is about the

expected recovery. The second question is about decisions made according to Safeguard. The last

question has to do with Timminco. He says that the questions can and will be answered by Dr.

Schimmelbusch.

Dr. Schimmelbusch states that never before in his 46 years in the industry, he experienced the

sequence of events in the down cycle of the materials industry in 2009. Last year the circumstances

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were dramatic. One of the most significant products of the company, ferro-vanadium, went down in

price by approximately 70%. The steel industry in North America went down from plus 90% capacity

utilisation to less than 40%. AMG had to manage to stay alive. Cycles like these are not easy to survive,

but the Company did.

2010’s first quarter shows AMG is back in positive territory. In some divisions satisfactory results are

expected in 2010. They will not be as good as in 2008, which was a record year. In the Engineering

Systems division the recovery is delayed; it is expected to begin in the second half of the year. It is

difficult to make forward looking statements in this area.

As to the second question of Mr. Maas, Dr. Schimmelbusch answers that Safeguard International Fund

is the fund that ultimately created AMG. Safeguard still owns about 26% of the shares. Safeguard was

created and by its charter can only last for ten years, as an investment fund. The limited partners have

granted the fund three extensions of its life. The third extension lasts until March 31, 2011. However,

the limited partners have requested that the public shares, namely the AMG shares, will be transitioned

to them. That is the way a fund operates at the end of its life. The shares can also be sold to another

shareholder, or a partner of the fund that has no role in AMG. Dr. Schimmelbusch’s explains that his

role in this case is representing AMG.

As to the third question Dr. Schimmelbusch replies that the business model of Timminco was to reduce

the level of solar grade silicon material, which is a little less efficient in regard to solar cell efficiency. It

is much less costly. When the solar material was booming, the alternative materials like polysilicon

showed prices exceeding 300.000 dollars per ton. The prices at which Timminco was selling, were

60.000 dollars per ton. Therefore the Company showed a very strong growing business. In the fourth

quarter of 2008 Timminco sold over 500 tons of that material and achieved record results. The market

for discounted products in the solar industry broadly stopped in 2008, when the solar industry literally

came to a standstill. That is (for example) evidenced by the financial results of Q-Cells, a large

participant in the solar industry. They experienced massive financial setbacks.

Timminco decided very quickly not to continue their business model, because polysilicon was sold at

the same price as the Company’s product. That was unsustainable, because the product still had to

gain broad market acceptance. Timminco refocused on the production of silicon metal, which was back

in full production in 2009. Improved results are expected in 2011, based on current market conditions.

Whether or not the prices remain the same cannot be predicted, but if they remain the same, it was a

good decision to go back to the silicon metal business model.

The Chairman thanks Dr. Schimmelbusch and asks if there are any other questions.

Ms. Van Tets represents VBDO, de Vereniging van Beleggers voor Duurzame Ontwikkeling (in English:

Association for Investors in Sustainable Enterprises). She is going to ask a few questions on

sustainability. She says that the Company has provided a lot of information on this matter. The good

intentions are an important item in this business. The Company has decided to report according to the

Global Reporting Initiative lines. Things can always be improved. She asks if the Company has targets

in sustainability, and if so, which targets. She asks for qualitative and quantitative targets.

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The Chairman asks Dr. Schimmelbusch to answer these questions.

Dr. Schimmelbusch states the Company has targets. He says that quantitative targets can be

extremely misleading, because accounting was not made for sustainability evaluation. It is an area of

great uncertainty and very limited predictability. He will give a few examples to show the Company’s

efforts in this matter.

He already mentioned the Company has a target to contribute to a solution for nuclear waste. There is

no solution for it yet. The storages for nuclear waste are extremely politically questionable. The

Company has made a substantial development effort. In this area, at this moment, AMG currently

employs 48 engineers, in order to focus on nuclear fuel recycling solutions. In the past that number was

two. In the short term there is a project to recycle plutonium. Long term the goal is to apply a solution

for various levels of nuclear waste. That solution is basically embedding radioactive waste in materials

which are based on natural graphite and certain glass formations, which can be coated with the

structures. As an end result of that activity, it is envisioned that these structures can be stored for

100.000 years or more, without a bad impact on the environment. That is an example of a target.

Another target is to substantially increase the environmental service for recycling of spent catalysts.

These catalysts are hazardous waste. If AMG would not recycle these catalysts, that hazardous waste

would end up in landfills. The target here is quantitative and it is almost doubling.

There are other examples, but Dr. Schimmelbusch wants to stress that the Company focuses on many

environmental issues like that. It would take too much time to list all the projects in this area.

Ms. Van Tets asks whether the Company will report on these targets in the near future.

Dr. Schimmelbusch says that the Company will make an effort to do so. He tried to show that AMG is

an innovative company. The Company wants to be sustainable in all areas. The Company needs

innovations, but they will take time. There are also setbacks, like the one in the solar area. If one wants

to push the technological frontiers to solve sustainable utility questions, there is always the risk of

delays. For that, he cannot give quarterly targets on future innovations. An innovative solution can very

rarely be timed. Of course these innovations will be described in great detail qualitatively. Sometimes

they can also be described quantitatively. Later this year production targets for lithium may be

announced. This material is used for the batteries of green cars.

Ms. Van Tets asks whether she is right, saying the Company has quarterly quantitative targets which

will be reported.

Dr. Schimmelbusch says AMG will report on quantitative targets whenever it can, but sometimes the

quantitative report is meaningless. In those cases there will be qualitative reports.

The Chairman states that the efforts on sustainability next year will be put in one section of the Annual

Report.

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Dr. Schimmelbusch agrees with that. He wrote a detailed Chairman’s letter on the subject. He

recommends everyone to read it. It is about the Company’s philosophy. That philosophy is all about

sustainability.

Ms. Van Tets asks with which Annual Report this letter came.

Dr. Schimmelbusch replies that the letter came with the report of 2007. He has been in this area for a

very long time. He was once responsible for Environmental Legislation, while in the presidency of the

Federation of German Industries.

Ms. Van Tets asks when she can expect progress by the Company in its diversity efforts, while she

points at the 9 men sitting on stage.

Dr. Schimmelbusch says that diversity is an important topic and that progress is certainly made in the

lower ranks of the company. He asks Ms Amy Ard, attending the meeting, to stand up as she has been

appointed as Vice President and Chief Controller of AMG. Dr Schimmelbusch promises that also on

Management Board and Supervisory Board level the Company will continue to work on increasing its

diversity profile.

The Chairman asks whether there are any further questions.

Mr. Zomer says he has two questions. His first question relates to the pages 12 to 15 of the annual

report of the Company for the year 2009. He states that the Company has four divisions: Energy,

Aerospace, Infrastructure and Specialty Metals. He would like to know what the target for the gross

margin is. He says that he read that the gross margin for Energy is 32%.

Dr. Schimmelbusch explains that the report has separate areas. The targets are formulated for three

particular segments. One of them is Conversion Businesses. Those are businesses in which AMG

upgrades particular materials, for example aluminum. That material is changed into aluminum master

alloys. After that it can be sold to the aluminum industry, which is thereby used to optimize the quality of

aluminum. The target in the conversion activity is to move from 10% to 15% gross margin. In other

businesses the Company is vertically integrated. In these businesses, the gross margin is slightly

above 20%. The target is to be higher than that in future years. In the Engineering Business the target

is to stay at approximately 30% gross margins. Within those three areas the various end markets can

be identified, but explaining those kinds of details will be beyond this meeting.

Mr. Zomer still has one question relating to Timminco. He says that a product was delivered to

costumers and that that product apparently was not good enough, since there where a lot of customers

that did not purchase the product anymore. He asks for an update on this subject.

Dr. Schimmelbusch states that the traditional solar silicon industry used polysilicon, as a material

turned into silicon metal. Polysilicon was priced in the market in 2008 above 300.000 dollars per ton.

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Timminco sold a discounted material at 60.000 dollars per ton. Then the solar silicon industry came to a

standstill. The prices of polysilicon dropped from 350.000 dollars per ton down to the level of 60.000

dollars per ton. So the costumers had the option to buy discounted quality and non discounted quality

at the same price. Therefore Timminco had to stop selling the material. In returning to producing silicon

metal, which will basically be a profitable business, Timminco focused on eliminating the discounted

quality from its roots. This elimination has made progress. It was announced on the website that the cell

efficiency which the University of Konstanz has determined, is almost at the level of polysilicon, being

15,8%. Some customers reached 16,5% with Timminco’s material. Presently that is not the focus in

terms of large commercial production. Realistically the polysilicon price has to go up in order for

Timminco to re-enter this business.

The Chairman thanks Dr. Schimmelbusch very much and asks if there are other questions.

Mr. Maas says he has some further questions.

He states that AMG’s ownership in Timminco was reduced below 50%. AMG accounted Timminco via

the Equity Accounting Method and the carrying value of the investment of Timminco was reported at

90.5 million dollars. He would like to ask what this value is based on, and how this result was reached.

He further says that Timminco showed a total loss of 52.2 million dollars in 2009 and it still has

problems. He asks what is going to happen if Timminco goes bankrupt. His third question is also about

Timminco. He says that Timminco still has problems because of conflicts with customers. In the

extended chapter about Risk Management and Internal Control in the annual report, he has not found

the status of the problems and which message should be given to the costumers. There should be a

provision concerning financial implications. His fourth question concerns the overcapacity in DSS

furnaces in the solar market. He asks whether the overcapacity only applies to AMG, or whether it

contributes to the total market. He asks what the Company can and will do on this matter.

Mr. Levy first responds on the question with respect to the value of Timminco and the impact when

something would happen to Timminco. He states that the total value of Timminco is 90 million dollars,

which is essentially its original cost. He states that the Company now accounts for Timminco on the

equity basis of accounting. Going forward the Company will take its share of losses or gains in

Timminco. Mr. Levy says that that is the way the accounting works. Everything prior to 28 September

2009 is reported as a discontinued operation. Going forward at the balance sheet dates, AMG will

account for the investment in Timminco on the equity basis. That is the rationale. In regards to the

hypothetical scenario of Timminco going under, AMG has no responsibility or outstanding guarantees

to any shareholders of Timminco. The extent of AMG’s loss will be the non cash right off of the

90 million dollar investment level on the balance sheet. There is also a 5 million dollar loan that AMG

will lose if Timminco goes bankrupt.

Dr. Schimmelbusch advises Mr. Maas to look at Timminco’s Annual Report’s Risk Management

section. He states that this meeting is about the Annual Report of AMG. There is also an Annual

Meeting of Timminco. There will be an elaborate report and an elaborate management discussion on

this section of the Timminco website. Serious work is done to improve Timminco’s situation. For AMG it

is a non consolidated investment.

13

The Chairman states there was a question about overcapacity of silicon.

Dr. Schimmelbusch states that the solar silicon industry is very difficult to analyze right now. In his

opinion AMG is slowly improving the demand level again. AMG shows a large universe of potential

orders for solar silicon furnaces. According to this large number of indicative quotes, which are given to

customers, it is very difficult to time things. It is not certain when things will be turned into significant

additional orders in the solar industry. The Chinese part of the solar industry is very vibrant. His

interpretation is that Chinese producers have the strategy to increase their market share globally. The

industry in Germany is still suffering.

Mr. Maas continues to ask his questions and refers to page 87 of the annual report for the year 2009.

He asks what the balance sheet item “share of loss of associates” means.

Mr. Levy states that this balance sheet item reflects the loss regarding Timminco. It is loss from

discontinued operations.

Mr. Maas thanks Mr. Levy for his clear answer and raises further questions with respect to Timminco.

He asks: (i) why does AMG still invest in Timminco, does it still have faith in Timminco?, (ii) what is the

strategy of AMG with respect to Timminco and (iii) what does AMG expect of its investment in

Timminco?

Dr. Schimmelbusch states that the situation of Timminco already improved slightly. He says AMG has

faith that Timminco will recover and expects its investment in Timminco to be a profitable investment.

Mr. Maas further has a question regarding Safeguard. He asks what will happen to the shares that

Safeguard International Fund holds in the share capital of AMG after the liquidation of the fund.

Dr. Schimmelbusch answers that in principle the public shares held by the Fund, namely the AMG

shares, will be distributed to the limited partners of Safeguard International Fund. Alternatively, the

shares will be sold to another shareholder, or a partner of the fund that has no role in AMG.

Mr. Maas further states that he has some questions regarding the departure of Mr. Spector. He asks

why the Company did not comply with best practice provision II.2.8 of the Corporate Governance Code.

He further asks whether Mr. Spector will be replaced. He finally raises the question why Mr. Spector will

be paid in 2010 and not in 2009, which is the year he left AMG.

Mr. Messman answers that Mr. Spector retired since his role within the board changed. After the

departure of Mr. Spector his function was eliminated. He further states that Mr. Spector will not be

replaced. For the answer on the compliance with best practice provision II.2.8 Mr. Messman refers to

the Corporate Governance Chapter in the annual report, in which chapter it is explained in detail why

AMG does not comply with this provision.

14

Mr. Messman asks Mr. Levy to answer the question regarding the 2010 payment.

Mr. Levy states that the payment to Mr. Spector is paid in 2010 due to US rules, which rules prescribe

that payment has to be made six months after a member of the management board left the Company.

Mr. Maas finally says that he has some questions regarding the remuneration policy of the Company.

He states that the annual bonus criteria for the board members to receive a bonus were not entirely met.

He says he read in the annual report of the Company that the board members would receive a 70/80%

bonus if they would have met the targets. He asks why the board members got a bonus of around 50%,

although they did not meet the targets.

Mr. Messman answers that the annual bonus is determined on the basis of three factors: (i) ROCE, (ii)

EBITDA and (iii) individual performance. He states that although the requirement for ROCE was not

met, the board members still performed excellent as a board and on an individual basis. He says the

supervisory board has the authority to determine how high the bonus based on individual performance

will be within certain limits. Mr. Messman states that the supervisory board anticipates within its

authority as set out in the annual report of the Company to determine the bonus of each board member.

Mr. Maas asks whether the policy for determining bonuses can be easily changed.

Mr. Messman states that generally this policy will not be changed easily or without good reasons.

The Chairman asks whether there are any further questions. Since there are no further questions, the

Chairman proceeds with the following agenda item.

b. Corporate Governance

The Chairman states that, as recommended by the Corporate Governance Code Monitoring Committee,

AMG is presenting its Corporate Governance Report to you for discussion as a separate agenda item.

The Chairman asks whether there are any questions on the Corporate Governance report. Since there

are no questions, the Chairman concludes this item.

Ms. Lombert informs the chairman in writing of the number/percentage of shares represented at the

meeting.

Ms Lombert states that as per the day of the meeting the Company’s issued share capital consists of

26,899,548 shares. She informs the persons attending the meeting that, according to the attendance

list, 8,387,008 shares are present or represented at this meeting, representing 31.18 % of the

Company’s issued share capital.

The Chairman states that, because of the persons present or represented at the meeting, all

resolutions placed on the agenda and set out in the explanatory notes to the agenda, with the exception

15

of agenda item 9b, may be adopted by an absolute majority of votes cast. Agenda item 9b may only be

adopted with a two-third majority of the votes cast.

3. Adoption of the 2009 financial statements

The Chairman proceeds with the next agenda item, the adoption of the 2009 financial statements.

He states that the Company’s financial statements have been audited by Ernst & Young Accountants,

the Company’s external auditor. He advises that the unqualified audit opinion may be found on page

146 of the annual report.

He asks whether there are any questions. Since there are no (further) questions, the Chairman puts the

proposal to adopt the 2009 financial statements to a vote.

The Chairman asks who is in favour, who against the proposal and who abstains from voting.

The Chairman asks Ms. Lombert to inform the persons attending the meeting whether or not the

majority of the votes have been cast in favour of the proposal.

Ms Lombert states that, taking into account the proxies and voting instructions provided to NMC 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.

8,386,707 votes in favor, 0 votes against and 301 abstentions

The Chairman confirms that the majority of the votes have been cast in favor of the proposal, so that

the proposal is adopted. He asks the persons attending the meeting to fill in their votes on the ballot

which they received at the entrance if they wish to have their votes included in the minutes as cast in

favor of or against this proposal.

4. Discharge from liability of the members of the Management Board for the 2009 financial year

The Chairman proceeds with the next item on the agenda, the discharge from liability of the members

of the Management Board in respect of the fulfillment of their management duties during the financial

year 2009.

He asks whether there are any questions on this agenda item. Since there are no questions, the

Chairman puts the proposal to grant discharge from liability to the members of the Management Board

to a vote.

The Chairman asks who is in favour, who is against the proposal and who abstains from voting.

16



Ms. Lombert states that, taking into account the proxies and voting instructions provided to NMC and



8,384,839 votes in favor, 1,868 votes against and 301 abstentions

The Chairman confirms that the majority of the votes have been cast in favour of the proposal, so that




5. Discharge from liability of the members of the Supervisory Board for the 2009 financial year

The Chairman indicates that the next item on the agenda is the discharge from liability of the members

of the Supervisory Board in respect of the fulfillment of their supervisory duties during the financial year

2009.



to a vote.






meeting, she can confirm that the majority of the votes has been cast in favour of the proposal.

8,366,546 votes in favour, 1,868 votes against and 18,594 abstentions

The Chairman confirms that the majority of the votes has been cast in favor of the proposal, so that the

proposal is adopted. He asks the persons attending the meeting to fill in their votes on the ballot which

they received at the entrance if they wish to have their votes included in the minutes as cast in favor of

or against this proposal.

17

6. Composition of the Supervisory Board

The Chairman proceeds with next item on the agenda, the proposed re-appointment of Mr. N. Quinkert

and Mr. G. de Selliers as members of the Supervisory Board, for the maximum term of four years with

effect from May 12, 2010. The Chairman advises that information on Mr. N. Quinkert and Mr. G. de

Selliers has been included in the explanatory notes to the agenda for this meeting.

The Chairman states that the Supervisory board proposes to re-appoint Mr. Quinkert in view of his

broad international and management experience and background and the way he fulfils his role as

member of the Supervisory Board and Chairman of the Selection and Appointment Committee.

The Chairman says that the Supervisory Board further proposes to re-appoint Mr. de Selliers in view of

his financial background and expertise as well as his broad international and management expertise

and the way he fulfils his role as member of the Supervisory Board and Chairman of the Audit

Committee. He states that the Supervisory Board is very pleased that Mr. Quinkert and Mr. de Selliers

are available for another term.

The Chairman asks whether there are any questions regarding the proposals. Since there are no

questions, the Chairman puts the proposals to a vote.

6a. Re-appointment of Mr. N. Quinkert as member of the Supervisory Board for a four-year term

effective as of May 12, 2010



majority of the votes has been cast in favour of the proposal.




8,368,414 votes in favor, 0 votes against and 18,594 abstentions

The Chairman confirms that the majority of the votes has been cast in favour of the proposal, so that



favour of or against this proposal.

6b. Re-appointment of Mr. G de Selliers as member of the Supervisory Board for a four-year

term effective as of May 12, 2010


18






8,365,232 votes in favour, 3,182 votes against and 18,594 abstentions





7. Amendment of the Articles of Association of the Company.

The Chairman proceeds with the next item on the agenda: the proposal to amend the Articles of

Association. He states that information on the proposal has been included in the explanatory notes to

the agenda of the Meeting and Annex B to the explanatory notes comprising a triptych with a detailed

description and explanation of the proposed amendments. He says that he will provide further details

and answer any questions.

He explains that core of the proposed changes is the introduction of preference shares in the

Company’s share capital and the right for the Management Board, upon approval of the Supervisory

Board, to issue preference shares and/or grant rights to an independent foundation, as an instrument

that can be utilized as a response device in the interest of the Company’s shareholders. He states that

the preference shares may be used in various situations where the interests of AMG are at stake,

including but not limited to non solicited public offers.

The Chairman asks whether there are any questions regarding the proposal.

Mr. Maas states he only has a remark. He says that, as people might understand, VEB will vote against

the proposal to amend the Articles of Association, since the main purpose of the amendment is the

introduction of an anti-takeover device, which will create inequality between shareholders.

The Chairman thanks Mr Maas for his remark and he puts the proposal to a vote, since there are no

further questions or remarks.




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8,240,203 votes in favor, 144,436 votes against and 2,369 abstentions





8. Re-appointment of Ernst & Young Accountants as auditor of the Company.

The Chairman proceeds with the next item on the agenda: the proposed re-appointment of Ernst &

Young Accountants as the Company’s external auditor for the financial year 2010.



to a vote.







8,384,779 votes in favor, 1,928 votes against and 301 abstentions





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9. Renewal of the authorization (i) to issue shares and (ii) to restrict or exclude pre-emptive

rights.

The Chairman states that the next item on the agenda is the renewal of the authorization of the

Management Board for a period of 18 months, subject to the approval of the Supervisory Board, to

issue ordinary shares in the Company’s share capital or grant rights to acquire ordinary shares in the

Company’s share capital up to a maximum of 10 percent of Company’s issued share capital as per

December 31, 2009, increased with 10 percent of Company’s issued share capital as per December 31,

2009 in case of mergers, acquisitions or financial support arrangements involving the Company.

He informs the persons attending the meeting that an additional matter under this agenda item, is the

renewal of the authorization of the Management Board for a period of 18 months, subject to the

approval of the Supervisory Board, to restrict or exclude the pre-emptive rights in relation to the issue of

ordinary shares in the Company’s share capital or the grant of rights to subscribe for ordinary shares.

He states that the renewal of the authorization to issue ordinary shares as well as the authorization to

restrict or exclude pre-emptive rights provides the Management Board with the flexibility in financing the

Company and the issue of ordinary shares/grant of rights to subscribe for ordinary shares in respect of

share-based compensation plans for employees. Furthermore, he concludes, it gives the Management

Board flexibility in the context of acquisitions and mergers and financial support arrangements.

The Chairman asks whether there are any questions regarding the proposals. Since there are no

questions, the Chairman puts the proposals to a vote.

9a. Authorization of the Management Board for a period of 18 months as of May 12, 2010,

subject to the approval of the Supervisory Board, to issue shares in the Company’s share

capital up to 10% of the issued share capital increased with 10% in the event of mergers and

acquisitions or financial support arrangements







8,386,707 votes in favour, 0 votes against and 301 abstentions



21



9b. Authorization of the Management Board for a period of 18 months as of May 12, 2010,

subject to the approval of the Supervisory Board, to restrict or exclude the pre-emptive

rights


The Chairman asks Ms. Lombert to inform the persons attending the meeting whether or not more than

two-thirds of the votes has been cast in favour of the proposal.



meeting, she can confirm that more than two-thirds of the votes has been cast in favor of the proposal.

8,386,707 votes in favor, 0 votes against and 301 abstentions

The Chairman confirms that more than two-thirds of the votes have been cast in favour of the proposal,

so that the proposal is adopted. He asks the persons attending the meeting to fill in their votes on the

ballot which they received at the entrance if they wish to have their votes included in the minutes as

cast in favour of or against this proposal.

10. Renewal of the authorization to acquire shares

The Chairman proceeds with the final voting item on the agenda, the renewal of the authorization of the

Management Board for a period of 18 months to acquire, subject to the approval of the Supervisory

Board, shares in the Company’s share capital. He notes that the proposed authorization is limited to

10% of the Company’s issued share capital at the date of the acquisition. Shares may be acquired at

the stock exchange or otherwise, at a price between par value and 110 percent of the average closing

price of the Company’s shares on Euronext Amsterdam on the five consecutive trading days

immediately preceding the day of purchase.

The Chairman explains that the authorization provides the Management Board with the flexibility

necessary to manage net equity or to enter into financial support arrangements involving the Company

and to respond to any demand for shares in the Company’s share capital that may arise at any time.

This authorization may, for example, be used if shares need to be acquired to hedge the Company’s

share and option schemes.

Chairman puts the proposal to a vote.


22






8,384,839 votes in favour, 0 votes against and 2,169 abstentions





11. Any other business

The Chairman says he came to the one to last item on the agenda, where he would like to give the

opportunity to the shareholders to ask questions with respect to items that have not previously been

discussed.

He asks whether there are any questions.

12. Closing

Since there are no (further) questions, the Chairman proceeds with the closing.

The Chairman thanks all persons that attended the meeting on behalf of the Management Board and

Supervisory Board for their attendance and their contribution to the discussion at this meeting. He asks

the shareholders that attended the meeting to hand in their ballots with Sandra Lombert if they wish to

have their votes recorded as votes in favour of or against the relevant proposal and he asks them to

check whether they have recorded their votes in favour of or against at the relevant proposal on the

ballot.

record of tmf shareholders’ meeting 13-05-2009 is the chairman of the supervisory ... amg’s...

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