AMG Advanced Metallurgical N : – Minutes AGM May 2021

MINUTES

of the Annual General Meeting of Shareholders

of AMG Advanced Metallurgical Group NV (the 'Company')

held virtually by WEBEX on Wednesday, May 6th, 2021, at 15.00 PM CET,

Amsterdam, The Netherlands

1. Opening

The Chairman: Ladies and gentlemen, I hereby open the Annual General Meeting of Shareholders of AMG Advanced Metallurgical Group N.V. My name is Steve Hanke and I am the Chairman of the Supervisory Board. I would like to extend a warm welcome to all of you who are attending this Annual General Meeting of Shareholders.

I realize that this Meeting takes place for the second year in a row under special and difficult circumstances due to the Coronavirus situation that has not abated since last year. During the past year we all have been affected heavily by the Coronavirus situation both in our private and business lives. The directions given by the Dutch Government have caused us to organize this meeting as virtual meeting allowing you as shareholder to participate by video and audio webcast. Again, we truly regret that we are not able to meet you in person this year, and we hope that such opportunity will be available again at the next occasion and we are looking forward to that.

The members of the Management Board and Supervisory Board, and other participants to the Meeting, are all at different locations at different continents. The Management Board is assembled at our US headquarters in Wayne while I am speaking to you from my offices in Baltimore. I am very pleased to introduce to you as speakers during this virtual meeting Dr. Heinz Schimmelbusch, our Chairman of the Management Board and CEO, Mr. Jackson Dunckel, our Chief Financial Officer, Mr. Eric Jackson, our Chief Operating Officer, all participating from the United States.

Furthermore, I am pleased to introduce to you my fellow members of the Supervisory Board, Mr. Willem van Hassel, Vice-chairman of the Supervisory Board and member of the Selection & Appointment Committee, participating from Amsterdam, Dr. Donatella Ceccarelli, Chair of the Audit & Risk Management Committee, participating from Vienna, Mr. Herb Depp, Chair of the Remuneration Committee, participating from Montana, United States, Mr. Frank Löhner, member of the Audit & Risk Management Committee, participating from Frankfurt and Ms. Dagmar Bottenbruch, member of the Remuneration Committee, participating from Berlin.

Also present is Mr. Ludo Mees, AMG's General Counsel and Corporate Secretary, who will act as secretary of the meeting. Mr. Mees also participates from Amsterdam.

Also present at this meeting is our Dutch legal advisor, Mr. Jan Willem Hoevers of the law firm De Brauw Blackstone Westbroek, who participates from Amsterdam, as well as our external auditor, Mr. Tom van der Heijden of the accounting firm KPMG, also participating from Amsterdam. Mr. van der Heijden will provide insight into the auditor's report and his audit activities regarding the Company's 2020 Financial Statements. Further Mr. Bastian Kardol of Computershare and Mr. René Clumpkens from Zuidbroek Notarissen are present at this meeting. Mr. Kardol has administered the technicalities in relation to the electronic voting procedure and, Mr. Clumpkens has voted on behalf of the shareholders who have issued voting instructions prior to the meeting.

Please be informed that the proceedings of this meeting will be recorded, only for internal purposes and use and to facilitate the preparation of the minutes. The official language of this meeting is English.

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Mr. Mees can you confirm the number of shares represented at this meeting.

Mr. Mees: Thank you Mr. Chairman, there are 12,005,499 shares represented at this meeting, representing 41,93 % of the issued share capital that is eligible to vote.

Questions

The Chairman: In connection with the orderly conduct of this meeting, I hereby inform you that as for each specific agenda item, shareholders who have registered as virtual attendee, can ask questions about such agenda item by using the operator service following the instructions of the operator. Please state your name when asking a question.

Furthermore, Shareholders who have submitted a question prior to this meeting, will receive a response during this Meeting and are allowed to ask follow-up questions.

Voting

As explained in the invitation to the Annual Meeting as posted on the Company's website since 25th March, the voting on all agenda items has been completed prior to this meeting. Shareholders have had the opportunity to vote either by using electronic proxy votingand casting their votes online or by filing a written proxy with the notary Mr. Clumpkens who has voted on their behalf. AMG has used the electronic voting platform administered by ABNAMRO as described in more detail in the notice for the 2021 Annual General Meeting.

For each agenda item, that is a voting item, the text of the proposal that has been voted on will be shown on the screen. For each voting item we will provide you on screen with information as to how many votes have been cast in favour of the proposal, how many votes have been cast against the proposal and how many votes have abstained from voting. After that I will inform you whether or not a specific voting item has been adopted.

2.a. Report of the Management Board for the 2020 financial year including discussion of the Annual Report 2020 (discussion item)

The Chairman: The next item on the agenda is the Report of the Management Board for the financial year 2020 including the discussion of the Annual Report 2020 in case questions have been submitted prior to the Meeting.

I would like to invite first Mr. Jackson Dunckel, AMG Chief Financial Officer, to provide a summary of the Company's financial affairs and first quarter results. Thereafter Dr. Schimmelbusch will give a presentation on AMG's activities in 2020 and the strategy and current state of affairs of the Company.

Presentation of Mr. Jackson Dunckel / PPT presentation to be shown on the screen

Mr. Dunckel: Thank you Mr. Chairman. In my remarks today, I would like to review our results in 2020, provide a brief update of our first quarter 2021 results which we announced yesterday, and conclude by touching on some the operational initiatives we undertook in 2020 and year to date 2021.

Divisional Financial Highlights

Starting on Page 4, this is a summary of our 2020 financial highlights split by the two reporting divisions - AMG Critical Materials and AMG Technologies.

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On the top left, you can see that our revenue decreased by 21% in 2020 versus 2019, driven by a decrease in revenue of 26% in Critical Materials and a 15% decrease in AMG Technologies. Both segments suffered on a price and volume basis from the pandemic.

On the top right, AMG's adjusted gross margin in 2020 decreased to 14%. The revenue effect from the pandemic also impacted our margins in both segments.

In the lower left corner, you can see our EBITDA decreased to $67 million in 2020. We calculated that the coronavirus affected AMG's EBITDA in 2020 by $53 million due to the industrial and aerospace slowdown that resulted from the pandemic.

In the lower right-hand corner, we summarize our capital expenditures for the year. We spent in $137 million in 2020 versus $79 million in 2019. The expenditure was driven mainly by our vanadium expansion in Zanesville Ohio.

Financial Data

On this slide and the next one we show our 5-year development across some of the key financial metrics. As you can see, EBITDA in 2020 was the lowest we have recorded in 5 years. However, we have seen increasing EBITDA for every quarter since the pandemic low in Q2, and this recovery has continued strongly into 2021.

In terms of ROCE, the combination of 3 years of heavy capex spending and lowered results produced a much lower ROCE. Continued high spending on our vanadium and lithium projects is likely to continue to impact this metric for the next few years.

On the next slide, we show net debt, which increased to $288 million due mainly to the expenditures on our Zanesville vanadium facility.

In terms of operating cash flows, we had $19.6 million of operating cash flow, again a 5-year low, but given the operating environment, we would highlight AMG's ability to generate cash even in the most challenging circumstances.

Despite the increase in net debt, it is important to point out 2 items: 1) we are comfortably in compliance with the bank covenants, and 2) we enjoy significant liquidity thanks to the cash on our balance sheet and access to $170 million of our revolving credit facility. This liquidity was recently enhanced by a sale of 3.1 million shares, which raised $119 million in net proceeds, and increased our liquidity to $500 million. With this capital raise, we have fully funded our current strategic growth projects.

Q1 financial Highlights

Yesterday we announced the results of our first quarter performance. Our revenues were down 5% driven mainly by Critical Materials Technology which was affected by the aerospace slowdown brought on by the pandemic.

EBITDA increased by 27% driven by increased profitability in both our Critical Minerals and Clean Energy Materials segments, both of which had higher volumes and prices across their portfolios.

We have some more details on the next slide of the performance of our 3 new divisions. Clean Energy Materials gross profit more than tripled versus Q1 2020 and Critical Minerals increased gross profit by 28%, both of which were driven by increased volumes and prices across their portfolio. Critical Material Technologies gross profit decreased by 29%, driven by the aerospace slowdown.

In terms of our net debt and cash positions, we finished the quarter with $211million in cash, $381 million in total liquidity, and $317 million of net debt.

Operational update

As we detailed in our annual report and in some of the news flow this year, I wanted to enumerate some of our key operational achievements that are shown on this page and on the next two pages.

• Given the challenging operating environment, AMG embarked on an intensive program of liquidity maintenance which included operating cost reductions of $18 million and resulted in the maintenance of our high level of liquidity throughout 2020.
• AMG Aluminum's Henderson, Kentucky plant completed over 6 years without a lost time incident.
  Because of this extraordinary achievement, the Henderson plant and all of its employees received the Governor's safety award.

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• AMG Lithium invested in a solid-state battery material pilot plant in Frankfurt, Germany and announced the purchase of long lead time items and the acquisition of a site for its battery grade lithium hydroxide plant.
• AMG Superalloys formed AMG US Chrome LLC, which will be the only producer of chrome metal in the United States.

To summarize: despite the challenging economic conditions, AMG came through the pandemic and ended up in a stronger position today than how we started 2020, all while continuing to pursue our strategic expansion goals.

Many thanks. Mr. Chairman?

The Chairman: Thank you Mr. Jackson. Dr. Schimmelbusch?

Presentation Dr. Schimmelbusch /PPT presentation to be shown on the screen

Dr. Schimmelbusch: Yes Mr. Chairman. Dear Shareholders, on behalf of the AMG Management Board, I want to again welcome you to this AGM. This is the second time that we're doing this virtually. Nevertheless, we will try to answer whatever questions you might have and hope that next year we can look at each other in the dialogue between shareholders and management. This dialogue is very important to us.

I will start by discussing the Coronavirus impact on AMG employees, our safety performance and our safety focus.

AMG's CFO Jackson Dunckel has covered the financial performance for the past year.

I will focus on the future, on strategy. This is a very dynamic place. The "critical materials" space provides a rather unique opportunity to harmonize corporate financial targets with societal targets. That refers indirectly to "ESG", obviously the "E", but also the "S" (societal impact) and "G" (measurement of impact, accountability). I will again explain how AMG is dependent on, and is servicing, the global energy transformation trend. I will update you on our expansion projects in electricity storage materials in the framework of a value chain strategy in both vanadium and lithium. Finally, I will comment on our recent capital raise and then end with a long-term guidance statement.

To date, AMG has navigated through the coronavirus crisis with less health hazards than the regions surrounding our operations. Most importantly, we have not had a fatality.

A total of 3 AMG employees required hospitalization, with an average stay of 2 weeks.

Today, the number of confirmed COVID-cases is nine. As we have over 3,000 employees in 33 sites in 15 countries, we are rather lucky to report this.

We have been confronting the crisis in a decentralized way given the diversity of circumstances and regional regulatory regimes. Our central Environmental Health and Safety group has been providing the response framework, has been advising, and has been running a daily reporting system.

SAFETY PERFORMANCE

As reported regularly, we relentlessly pursue the health and safety of our employees with a target of zero incidents. In 2020 our incident numbers, both lost time incidence rate and the recordable incidence rate, have been continuing the downward trend of recent years, however, Q1 2021 shows a slight increase.

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In 2020, compared to the Primary Metal Manufacturing industry average, we are 77% better in terms of the total incident rate and 76% better on the lost time incident rate.

SAFETY FOCUS Q1 2020

On a rolling 12-month basis we were better compared to 2020 in both rates.

"Zero incidents" over a year is possible. 23 of our 33 sites (70%) had zero workplace lost time injuries in 2020, which is a further indication that zero workplace injuries are an obtainable goal. We just received the Governor's award for a 7-year zero incident performance at our aluminum alloy plant in Kentucky.

AMG recognizes that safety is more than just following procedures and guidelines while at work. Both our leadership and our employees act as a team with a sense of urgency to eliminate or effectively control safety, health, and environmental hazards and risks. Safety management is a combination of corporate culture, individual attitudes, and deep commitment at the top management levels.

NEW SEGMENTS

On January 1, 2021, we changed our segmental reporting. Reflecting thoroughly on our critical materials portfolio, we concluded that a re-segmentation was in order to further improve transparency. Conceptually, any new segment had to meet 3 tests: similarity of end markets; similarity of business models; and "in- segment" cross-fertilization. That has then led to the formation of 3 new segments: the focus of the new segment Clean Energy Materials (CEM) is electricity storage.

CEM is the producer of lithium, vanadium (battery materials), and tantalum (electricity storage in capacitors). CEM is the segment with the highest growth potential and is the recipient of the major part of AMG's growth capital allocation going forward.

The Critical Minerals segment (CMI) represents a portfolio of stable conversion businesses in antimony, silicon metal and natural graphite.

The Critical Materials Technologies segment (CMT) provides proprietary process technologies and engineering services to the specialty metal industry, in particular to the circular economy sector of the high- performance steel industry; to the aerospace engine industry, in particular in the Thermal Barrier Coating of turbine blades; and heat treatment industry, in the form of both equipment and services. CMT also is a producer of various titanium and vanadium alloys and of chromium metal (the chrome metal activities have joined the CMT segment from the former Critical Materials segment).

AMG'S STRATEGIC SPACE

AMG was formed to be a leading global supplier of "critical materials". In the context of technology trends, in particular the societal trend to seek energy transformation and energy saving partly through a circular economy, new material science solutions became necessary, with urgency. That created a shift and continued strong growth trends in the demand for a variety of materials in the Table of Elements. Given supply side restrictions these materials were defined as "critical". The common denominator of these energy trends is the global effort to reduce atmospheric CO2 levels. Through its critical materials science - based solutions, AMG, as its mission, seeks to contribute to CO2 reduction by way of "enabling" its customers to increase the efficiency of renewable energy production, and to "enable" energy saving strategies. We based this mission on the belief that in this obvious high growth environment we could achieve both above average financial returns and could use our proprietary technologies to be in the forefront of the industrial contribution to atmospheric CO2 reduction.

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