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Annual Report 2008 - AMG Advanced Metallurgical Group NV

Annual Report 2008 - AMG Advanced Metallurgical Group NV

Corporate Governance

Corporate Governance General AMG Advanced Metallurgical Group N.V. is a company organized under Dutch law (“AMG” or the “Company”) and is the parent company of the AMG Group. The Company was established in 2006 as the holding company for the AMG Group companies and its shares were first listed on the Euronext Stock Exchange in Amsterdam in July 2007. In this report the Company, as a Dutch listed company, sets forth its overall corporate governance structure and the extent to which it applies the provisions of the Dutch Corporate Governance Code of December 9, 2003 (“Dutch Corporate Governance Code”). The Supervisory Board and the Management Board, which are responsible for the corporate governance structure of the Company, hold the view that the vast majority of principles set forth in the Dutch Corporate Governance Code as applicable during 2008 (i.e. the Dutch Corporate Governance Code as issued on December 9, 2003) is being applied, while certain deviations are discussed and explained hereafter. Further to the revised Dutch Corporate Governance Code as issued on December 10, 2008 (also referred to as the Code Frijns), which will be applicable to annual reports regarding financial years starting on or after January 1, 2009, the Company will include in its 2009 annual report, a special chapter on its corporate governance structure and its compliance with the revised Dutch Corporate Governance Code as issued on December 10, 2008, for discussion by the Annual General Meeting of Shareholders of 2010. Annual Accounts and Dividend The Management Board and the Supervisory Board have approved AMG’s audited financial statements for 2008. These financial statements can be found on pages 75 – 152 of the Annual Report. Ernst & Young Accountants LLP audited the financial statements. Their report appears on page 152. The audited financial statements will be submitted for adoption to the General Meeting of Shareholders. AMG’s dividend policy is to retain future earnings to finance the growth and development of its business. As a result, the Management Board does not anticipate that AMG will pay any dividends for the foreseeable future. The dividend policy will, however, be reviewed from time to time. Payment of future dividends to shareholders will be at the discretion of the Management Board subject to the approval of the Supervisory Board after taking into account various factors, including business prospects, cash requirements, financial performance, new product development, expansion plans, the terms of the Company’s financing facilities and the compliance with applicable statutory and regulatory requirements. Additionally, payment of future dividends or other distributions to shareholders may be made only if the Company’s shareholders’ equity exceeds the sum of the issued share capital plus the reserves required to be maintained by law. Shares and Shareholders’ Rights As of December 31, 2008, the issued share capital of AMG amounts to 1537,111.72, consisting of 26,855,586 shares of 10.02 each. Each share 56 Corporate Governance

carries one vote. The shares are listed on Euronext Amsterdam. The shares are freely transferable. Pursuant to the Financial Markets Supervision Act (Wet op het financieel toezicht) and the Decree on Disclosure of Major Holdings and Capital Interests in Securities-Issuing Institutions (Besluit melding zeggenschap en kapitaalbelang in uitgevende instellingen), the Authority Financial Markets has been notified about the following substantial shareholdings regarding AMG: As of February 28, 2009 Safeguard International Fund LP 26.6% Capital Research and Management Company 9.95% All shares carry equal rights. There are no restrictions on voting rights. Shareholders who hold shares on a predetermined record date are entitled to attend and vote at the General Meeting of Shareholders regardless of a sale of shares after such date. As far as known to AMG there is no agreement involving a shareholder of AMG that could lead to a restriction of the transferability of shares or of voting rights on shares, except as detailed below: Each of the current members of the Supervisory Board has undertaken to AMG not to transfer or otherwise dispose of any shares granted as part of their annual remuneration until the earlier of the third anniversary of the date of grant and the first anniversary of the date on which he ceases to be a member of the Supervisory Board. Management Board The executive management of AMG is entrusted to its Management Board which is chaired by the Chief Executive Officer. The Articles of Association provide that the number of members of the Management Board shall be determined by the Supervisory Board. The members of the Management Board are appointed by the General Meeting of Shareholders for a maximum term of four years and may be reappointed for additional terms not exceeding four years. The General Meeting of Shareholders appoints from a nomination of at least the number of persons prescribed by Dutch law (currently two) made by the Supervisory Board. The nomination is binding, meaning that the General Meeting of Shareholders may only appoint one of the nominated persons, unless the General Meeting of Shareholders rejects the nomination by an absolute majority (more than 50% of the votes cast) representing at least one-third of the issued share capital. If the Supervisory Board has not made a nomination, the appointment of the members of the Management Board is at the full discretion of the General Meeting of Shareholders. The General Meeting of Shareholders and the Supervisory Board may suspend a member of the Management Board at any time. A resolution of the General Meeting of Shareholders to suspend or dismiss a member of the Management Board requires an absolute majority (more than 50% of the votes cast), representing at least one-third of the issued share capital, unless the Supervisory Board has proposed the suspension or dismissal to the General Meeting of Shareholders, in which case an absolute majority is required but without any quorum requirement. Corporate Governance 57

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