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Article 25 and 26 of the Articles of Association
25. Adoption of Annual Accounts
25.1 The annual accounts shall be adopted by the
general meeting.
25.2 Without prejudice to the provisions of article
23.2, the Company shall ensure that the annual
accounts, the annual report and the additional
information that should be made generally
available together with the annual accounts
pursuant to or in accordance with the law, are
made generally available from the day of the
convocation of the general meeting at which they
are to be dealt with.
25.3 The annual accounts cannot be adopted if the
general meeting has not been able to take notice
of the auditor’s report, unless a valid ground for
the absence of the auditor’s report is given under
the other additional information referred to in
article 25.2
26.1 The management board shall, subject to the
approval of the supervisory board, be authorized
to reserve the profits wholly or partly.
Events after the balance sheet date
On February 18, 2011, the Company acquired 100% of the
LLC interests of KB Alloys, LLC (“KB”) from CHS Capital
LLC for $24,305 in cash, $23,500 related to purchase price
and $805 in additional costs and escrow. KB is the
North American market leader in the production
of aluminum master alloys and grain refiners. The
combination of KB with AMG’s aluminum master alloys
businesses establishes AMG as the world’s largest
producer of master alloys for the aluminum industry. This
acquisition expands AMG’s cost-effective product offering
while assuring security of supply for customers.
Appropriation of net profit
Pursuant to section 26 of the Articles of Association, the
Management Board shall, subject to the approval of the
Supervisory Board, be authorized to reserve the profits
in whole or in part. The General Meeting is authorized to
distribute and/or reserve any remaining part of the profits.
AMG’s dividend policy is to retain future earnings to
finance the growth and development of its business. As a
result, the Management Board, with the approval of the
Supervisory Board, has resolved that no dividend will be
paid in respect of 2010 and that the 2010 net profit will be
added to the retained earnings.
Amsterdam, March 31, 2011
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