AMG Advanced Metallurgical N : – Minutes AGM May 2022

MINUTES

Of the Annual General Meeting of Shareholders

Of AMG Advanced Metallurgical Group NV ("the Company")

held on May 5th, 2022 by WEBEX call

1. Opening

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 third year in a row under special circumstances. Although the Coronavirus situation has improved substantially from what it was a year ago, we are not out of the woods yet, in particular since other regions of the world are still, and some heavily like China, affected. This has caused us to decide once again 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 meetyou in person this year, and we hope that such opportunity will be availableagain 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 Audit & Risk Management Committee, participating from Amsterdam, Dr. Donatella Ceccarelli, Chair of the Audit

• Risk Management Committee and member of the Selection & Appointment Committee, participating from Vienna, Mr. Herb Depp, Chair of the Remuneration Committee, participating from Montana, United States, Ms. Dagmar Bottenbruch, member of the Remuneration Committee, participatingfrom Frankfurt, and Mr. Warmolt Prins, member of the Audit & Risk Management Committee, participating from Amsterdam.

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, Professor Martin van Olffen of the law firm De Brauw Blackstone Westbroek, who participates from Amsterdam, as well as our external auditor, Mr. Johan Schrumpf of the accounting firm KPMG NV, also participating from Amsterdam. Mr. Schrumpf will provide insight into the auditor's report and his audit activitiesregarding the Company's 2021 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 votinginstructions 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.

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

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Mr. Mees: Thank you Mr. Chairman, there are 16,115,264 shares representedat this meeting, representing 50,4 % of the issued share capital that is eligibleto vote.

Questions

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 yourname 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 askfollow-up questions, if they registered as virtual attendee.

Voting

As explained in the invitation to the Annual Meeting as posted on theCompany's website since 24 March of this year, the voting on all agenda items has been completed prior to this meeting. Shareholders have had theopportunity to vote either by using electronic proxy votingand casting theirvotes 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 ABN AMRO as described in more detail in the notice for the 2022 Annual General Meeting.

For each agenda item, that is a voting item, the text of the proposal that hasbeen 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 favor 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 2021 financial year includingdiscussion of the Annual Report 2021 (discussion item)

The next item on the agenda is the Report of the Management Board for the financial year 2021 including the discussion of the Annual Report 2021 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 2021 and the strategy and current state of affairs of the Company.

Presentation Mr. Jackson Dunckel

Thank you, Mr. Chairman. In my remarks today, I would like to cover a review of our results in 2021, a brief update of our first quarter 2022 results which we announced yesterday and conclude by touching on some key operational initiatives we undertook in 2021 and year to date 2022.

FY 2021 Financial Highlights

On this slide we have a summary of our financial highlights for the AMG group as a whole. You can see that revenues increased 29% relative to the prior year driven by higher pricing and volumes within all three segments. These same factors have also favorably impacted 2021 EBITDA, which more than doubled compared to 2020. Additionally, this higher profitability also benefited ROCE, which was at a robust 11.9% for 2021. We further improved the Company's liquidity due to the issuance of shares in 2021 which was also complemented by strong operating

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cash flows. These increases were partially offset by capital investments and dividends paid to shareholders.

On the next slide, you will see a further breakdown of the 2021 financial highlights within our three segments.

Divisional Financial Highlights

This is a summary of our 2021 financial highlights split by our three reporting divisions - Clean Energy Materials, Critical Minerals and Critical Materials Technologies.

On the top left, you can see that full year 2021 revenue increased 29% to $1.2 billion, from $937 million in 2020. All three segments increased revenue driven by higher sales volumes and prices relative to 2020, and in the case of Critical Materials Technology, due to the beginning of a recovery in the aerospace industry.

On the top right, AMG's adjusted gross margin in 2021 increased to 18%. The positive price and volume momentum in 2021 which drove our revenue increase also benefited our margins.

In the lower left corner, you can see our EBITDA increased to $137 million in 2021, which exceeded our guidance of $120 million. This increase was primarily driven by the strong price environment and demand within the Clean Energy Materials segment.

In the lower right hand corner, we summarize our capital expenditures for the year. We spent in $178 million in 2021 versus $138 million in 2020. The expenditure was driven mainly by our vanadium expansion in Zanesville Ohio as well as the preliminary investment in our lithium hydroxide plant.

Q1 financial Highlights

Yesterday we announced the results of our first quarter performance. Our revenues increased 53% relative to the same period in 2021. This growth was driven by strength across all segments which experienced price increases and strong volumes throughout our portfolio.

EBITDA increased by 93% to $55 million, which marks the seventh consecutive sequential increase from the pandemic low point in Q2 2020.

In terms of our net debt and cash positions, we finished the quarter with $308 million in cash, $478 million in total liquidity, and $347 million of net debt.

We have some more details in the next slides in terms of our three divisions.

Clean Energy Materials Q1 Financial Highlights (Slide 7)

Clean Energy Materials. On the top left you see that the Clean Energy Materials segment experienced particularly strong results as revenues doubled and EBITDA tripled for the quarter compared to Q1 2021. This was driven by higher vanadium, tantalum and lithium pricing. These factors also resulted in a tripling of gross profit year over year.

On the bottom left, you will see that we continue to invest in these high growth businesses. Capital expenditures for the quarter were $48 million and were largely attributable to our Vanadium expansion.

Critical Minerals Q1 Financial Highlights (Slide 8)

Critical Minerals. On the top left you can see that the revenues within our Critical Minerals segment increased 47% driven by strong sales volumes in antimony and graphite as well as higher sales prices across all of the businesses. However, higher shipping and energy costs resulted in a slight decrease to EBITDA compared to the same period in 2021.

Critical Materials Technologies Q1 Financial Highlights (Slide 9)

Critical Materials Technologies. Revenues increased by $33 million as the aerospace recovery drove increased titanium alloy sales as well as higher metal prices in both titanium alloys and chrome. The engineering business continued to experience strong order intake with $61 million in new orders representing a 1.09x book to bill ratio.

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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:

• We enhanced our capital structure through an equity offering that raised $119 million in net proceeds and refinanced our credit facility to allow sufficient liquidity to fund all ongoing capital projects.
• We announced an expansion of our spodumene production in Brazil by 40,000 tons that will be funded by an advanced payment from one of our customers who also entered into a 5-year exclusive cooperation agreement for the additional capacity
• We announced the construction of the first-of-its-kind lithium vanadium battery for industrial power management applications.
• We obtained Supervisory Board approval for the first module of our battery-grade lithium hydroxide upgrader in Bitterfeld, Germany, and site preparation is underway with a groundbreaking ceremony scheduled for next week.
  All in all, we continue to see persistent positive price momentum and end market demand across the breadth of our businesses. We also continue to leverage our strong liquidity, capital structure and cash flows to re-invest in high growth opportunities in our Clean Energy Materials segment, which we believe will leave us well positioned for ongoing growth.
  Many thanks. Mr. Chairman?

Presentation Dr. Schimmelbusch

Dear Shareholders,

We decided to again have this AGM as a virtual meeting, because the regional COVID statistics suggested this was prudent. We very much look forward to return to a personal AGM as the direct interface with shareholders is important and informative for both, be it having a coffee in the hallway before or after the official part.

YTD SHARE PRICE VS THE AEX INDEX

In these volatile times it is some good news that AMG's share price has appreciated 191% from the trough in the COVID year 2020. YTD we are up 32 % contrasting the AEX index which is down 12%. As regard to the YTD performance, at the Amsterdam Exchange, there are a few stocks ahead of us. But it is early in the year and there are 3 quarters to go.

PRICES FOR LITHIUM, VANADIUM, AND AMG

That reminds us of 2018. For that year, AMG received the Award of the Amsterdam Exchange for the best performing stock. It was an impressive ceremony. Receiving the Award for AMG I said to the audience, we hope to see you again. The performance in 2018 was driven primarily by vanadium, since our lithium project had just started up and prices were low.

In 2022 the vanadium price has turned around starting at the beginning of this year. Please note that AMG's recycling based ferro-vanadium production has 4 income streams, vanadium, nickel, molybdenum, and recycling fees. These recycling fees are not volatile, but I will come back to that. AMG is increasing ferrovanadium production starting in 2022, and in 2023 significantly. Our Lithium concentrate operation is at capacity and prices have increased substantially, as you can see by the red line. Purely looking at this picture, and without even mentioning any EBITDA guidance, we conclude that there is room for an upward correction of the AMG stock price.

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We are committed to work on value creation. We will shortly report on the start-up of the new Zanesville, Ohio, vanadium recycling operation. The Roaster, one of the two plant sections, has been in trial operations for a few weeks with good results. The second section, the furnace part, is due to start up in August. That will be followed by the start of construction in Q 3 of "SP 1 Plus", the project to increase the lithium spodumene production in Brazil. The production of the new plants in Ohio and Brazil is sold under long-term contracts indexed to market prices. As regards to our Critical Materials Technologies segment, we are pleased to report about the return of the aerospace industry as a high growth market. Prior to COVID aerospace was our primary linkage to growth. There are other growth areas in AMG which should not be overlooked while all eyes are on lithium. I will come back to that.

Jackson Dunckel, our CFO, has presented to you the financial results of 2021 and of Q 1, 2022. We are looking back at 7 consecutive improved EBITDA from the from the low point Q 2 in 2020, where COVID most acutely impacted our operations. We are confident our strong financial performance will continue for the rest of 2022 and beyond.

Given the geo-political turbulence caused primarily by the war in the Ukraine, let me start with an assessment of what this means for the financial outlook of AMG. As you know, the most important segment as regard to AMG cash generation is CLEAN ENERGY MATERIALS, formed January 1, 2021. The most important income streams in this segment are ferro-vanadium (US production going to US customers) and spodumene (Brazil production going to China). We analyze our global income streams continuously and it can safely be said that 2/3 of our EBITDA is originating from the Americas. That is rising in 2022/2023 as the production in the US of ferro-vanadium and of spodumene in Brazil is rising. As regards to risk management and as I have already mentioned, the production of both product lines is sold under indexed price contracts to off-takers with outstanding credits.

Before I add strategic highlights to the financial presentation, I want to talk about safety, our number one responsibility. Then I will explain our environmental strategy with regard to Scope 1 and scope 2 CO2 reduction targets and commitments. I will also touch on an - in our view - extraordinarily important element of Scope 3, namely the emissions from "Use of goods sold" and our successes there. In presenting the strategy, I will describe the work in progress on our construction sites, a tangible way to illustrate what is going on at AMG. In summary, we are under construction.

SAFETY 2021

We have executed an industry leading safety performance from 2013 onwards, as measured against the NAICS Primary Metal Producer Index.

SAFETY YTD Q1 2022

At the end of Q 1, 2022, for the last 12 months, the Lost Time incident Rate was down 22 % while the Total Incident Rate is down 12 %.

SAFETY "ZERO"

Our real target of course is zero incidents. "Zero" is reachable. Our lithium tantalum mining operation in Brazil on November 20 announced a lost time incident free period crossing 1,000 days, and that is a mining operation with over 300 employees; other major operations have an even longer "Zero" period, such as the chrome operations in Rotherham, UK (6 years) and aluminum alloys in Kentucky (8 years).

COVID: REGIONAL STATUS

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