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Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

For the year ended Cash

For the year ended Cash Share # of shares December 31, 2008 Role remuneration remuneration granted Pedro Pablo Kuczynski Chairman and Member of the Remuneration Committee $ 75,000 1 22,500 433 Jack L. Messman Vice Chairman & Remuneration Committee Chair $ 62,500 1 18,500 356 Wesley Clark Member $ 50,000 1 15,000 289 Norbert Quinkert Member & Selection and Appointment Committee Chair $ 62,500 1 15,000 289 Guy de Selliers Member & Audit Committee Chair $ 62,500 1 15,000 289 Andrei Bougrov Member $ 25,000 – – During 2008 Mr. Messman received remuneration from AMG’s subsidiary Timminco for his work for that company as director. This remuneration amounted to $ 70,357 for 2008. Shares Held by Members of the Supervisory Board As of December 31, 2008, the members of the Supervisory Board held 5,238 shares awarded to them during 2007 and 2008 as part of their annual remuneration. Four members of the Supervisory Board held an additional 28,400 shares, of which 19,750 had been purchased in the initial public offering and 8,650 had been purchased during 2008. In addition, Mr. Messman owns 158,600 shares of Timminco and has options to acquire an additional 75,000 shares of Timminco. Committees The Supervisory Board has three standing committees, the Audit Committee, the Remuneration Committee and the Selection and Appointment Committee. Audit Committee Composition: Messrs. de Selliers (Chairman) and Messman. The Audit Committee is responsible for, among other things, considering matters relating to financial controls and reporting, internal and external audits, the scope and results of audits and the independence and objectivity of auditors as well as the Company’s process for monitoring compliance with laws and regulations and its Code of Business Conduct. It does monitor and review the Company’s audit function and, with the involvement of the independent auditor, will focus on compliance with applicable legal and regulatory requirements and accounting standards. The Audit Committee met four times during the year in addition to its meetings to review and approve interim financial reports of the Company. Topics of discussion at the meetings included IT infrastructure, the Internal Audit plan, correspondence with the Autoriteit Financiële Markten (“AFM”), the Audit Committee Charter, an enterprise risk management system, insurance, foreign currency exposure and hedging policies, tax structuring and spending approval matrixes. Ernst & Young Accountants LLP also provided the audit committee with a mid-year review of the Company’s accounting policies and procedures. The Audit Committee further reviewed the proposed audit scope and fees for the external auditors of the Company and after assessment of the performance of the external auditors, it advised the Supervisory Board to propose to the General Meeting of Shareholders to re-appoint Ernst & Young Accountants LLP for another one (1) year term. Present at all meetings of the Audit Committee were the Chief Financial Officer, the Corporate Controller and AMG’s auditors Ernst & Young Accountants LLP. At certain meetings the Company’s General Counsel and Internal Audit Director were present. Selection and Appointment Committee Composition: Mr. Quinkert (Chairman) and General Clark The Selection and Appointment Committee is responsible for (i) preparing the selection criteria, appointment procedures and leading searches for candidate Management Board and Supervisory Board members; (ii) periodically evaluating the scope and composition of the 46 Report of the Supervisory Board

Management Board and the Supervisory Board; (iii) periodically evaluating the functioning of individual members of the Management Board and the Supervisory Board; and (iv) supervising the policy of the Supervisory Board in relation to the selection and appointment criteria for senior management of the Company. The Selection and Appointment Committee met two times during the year. An important topic concerned the vacancy in the Supervisory Board due to the resignation of Dr. Bougrov during the year. After discussions and meetings with the candidate-elect, the Committee advised the Supervisory Board to propose to the General Meeting of Shareholders in May 2009 the appointment of Dr. Martin Hoyos as a new member of the Supervisory Board. Dr. Hoyos was born in Vienna, Austria in 1947 and holds a PhD in economics and is qualified as a certified public accountant. He was appointed a partner of KPMG Austria in 1982 and a partner of KPMG Germany in 1992. From 2000 to 2002 he was CEO of KPMG Europe, Middle East and Africa and thereafter an executive member of the Board of KPMG Germany until his retirement in 2007. Dr. Hoyos currently holds three non-executive Board positions at KPMG Germany, Prinzhorn Holding GmbH and CAG Holding GmbH. Remuneration Committee Composition: Messrs. Messman (Chairman), Kuczynski and Dr. Bougrov (until August 1, 2008) The Remuneration Committee is responsible for establishing and reviewing material aspects of the Company’s policy on compensation of members of the Management Board and preparing decisions for the Supervisory Board in relation thereto. This responsibility includes, but is not limited to, the preparation of: (i) a remuneration policy to be adopted by the General Meeting of Shareholders; and (ii) a proposal concerning the individual remuneration of the members of the Management Board to be determined by the Supervisory Board. The Remuneration Committee met three times during the year. Topics of discussion at the meetings included (i) development of a revised remuneration policy including policies with respect to the compensation of the Management Board; (ii) review and adjustment of the base salary for members of the Management Board prior to adoption of the new remuneration policy; (iii) annual bonuses for members of the Management Board; and (iv) review and adjustment of the cash-based compensation for members of the Supervisory Board as of 2009. In performing its duties and responsibilities the Remuneration Committee was assisted by external remuneration experts. Remuneration Report The year 2008 was a transitional year with respect to AMG’s remuneration policy. During this year, the Remuneration Committee developed a new remuneration policy for the Management Board. The new remuneration policy was approved by the Supervisory Board and will be proposed to the shareholders for adoption at the Annual General Meeting to be held on May 13, 2009. The Remuneration Committee calls particular attention to the reduction of the Base Salaries of members of the Management Board for 2009 as further explained under “Management Board Remuneration for 2009” below. This remuneration report contains the following three sections: • Remuneration of the Management Board for 2008 • Proposed Remuneration Policy for 2009 • Remuneration of the Management Board for 2009 The approved version of the remuneration policy and this remuneration report will be published on AMG’s website under the Corporate Governance section. Remuneration of the Management Board for 2008 The remuneration of AMG’s Management Board for 2008 was based on the remuneration policy approved by the Supervisory Board and adopted by the shareholders at a General Meeting in 2007. This remuneration policy stated that the Remuneration Committee would honor existing contractual agreements and develop an appropriate remuneration policy during a transition period. The year 2008 was the Report of the Supervisory Board 47

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