AMG Signs Relationship Agreement with its Largest Shareholder RWC European Focus Master Inc
(Thomson Reuters ONE) -
Amsterdam, 9 March 2015 (Regulated Information) --- AMG Advanced Metallurgical
Group N.V. ("AMG", EURONEXT AMSTERDAM: "AMG") announces that it has signed a
relationship agreement with its largest shareholder RWC European Focus Master
Inc currently holding 17.9 % of AMG's issued share capital ("RWC"), setting out
the relationship between the two parties for the coming one to two years (the
"Relationship Agreement").
AMG and RWC agreed in the Relationship Agreement to cease and settle their
ongoing discussions concerning AMG's strategy, governance and remuneration
practices.
The Relationship Agreement provides for the following:
* RWC endorses the strategy of AMG as published on its website in December
2013 and as updated in January 2015;
* The Supervisory Board of AMG is properly constituted with nine members given
the nature and activities of AMG; the parties agree to discuss prior to
AMG's annual general meeting 2016 whether changes in the size and
composition of the Supervisory Board are merited;
* AMG's Supervisory Board will nominate RWC's managing director Mr. Petteri
Soininen for appointment as member of the Supervisory Board at AMG's annual
general meeting in May 2015 (the "AGM 2015"). If appointed, Mr Soininen will
serve as non-independent Supervisory Board member as described under Dutch
corporate governance rules and practices. This right of RWC is effective as
long as RWC holds 10% or more of AMG's share capital.
* AMG's Supervisory Board will nominate Mr. Robert Meuter for appointment as
member of the Supervisory Board at the AGM 2015. If appointed, Mr Meuter
will serve as independent Supervisory Board member as described under Dutch
corporate governance rules and practices.
* RWC will support the nomination for re-appointment of Dr. Heinz
Schimmelbusch as CEO and Chairman of the Management Board, at the AGM 2015.
* RWC will propose for the agenda of the AGM 2015, to amend the Articles of
Association of AMG with respect to the procedures for the appointment and
dismissal of Management Board and Supervisory Board members;
* AMG will initiate the review of its prevailing remuneration policy for the
Management Board as well as of the prevailing remuneration for the
Supervisory Board, by another reputable internationally recognized
compensation consultant of similar standing as AMG's current compensation
consultant. If an adjustment of the current remuneration would be indicated
as a result of this review, the shareholders will be asked to approve an
amendment thereto during AMG's annual general meeting 2016.
About AMG
AMG is a global critical materials company at the forefront of CO(2) reduction
trends. AMG produces highly engineered specialty metals and mineral products and
provides related vacuum furnace systems and services to the aerospace,
infrastructure, energy, and specialty metals & chemicals end markets.
AMG produces aluminum master alloys and powders, titanium alloys and coatings,
ferrovanadium, natural graphite, chromium metal, antimony, tantalum, niobium and
silicon metal. AMG Engineering designs and produces vacuum furnace equipment
and systems used to produce and upgrade specialty metals and alloys for the
aerospace, automotive, infrastructure, and energy markets.
With approximately 3,000 employees, AMG operates globally with production
facilities in Germany, the United Kingdom, France, Czech Republic, United
States, China, Mexico, Brazil, Turkey and Sri Lanka, and has sales and customer
service offices in Russia and Japan (www.amg-nv.com).
For further information, please contact:
AMG Advanced Metallurgical Group N.V. +1 610 293 5804
Steve Daniels
Vice President of Investor Relations
sdaniels(at)amg-nv.com
Disclaimer
Certain statements in this press release are not historical facts and are
"forward looking". Forward looking statements include statements concerning
AMG's plans, expectations, projections, objectives, targets, goals, strategies,
future events, future revenues or performance, capital expenditures, financing
needs, plans and intentions relating to acquisitions, AMG's competitive
strengths and weaknesses, plans or goals relating to forecasted production,
reserves, financial position and future operations and development, AMG's
business strategy and the trends AMG anticipates in the industries and the
political and legal environment in which it operates and other information that
is not historical information. When used in this press release, the words
"expects," "believes," "anticipates," "plans," "may," "will," "should," and
similar expressions, and the negatives thereof, are intended to identify forward
looking statements. By their very nature, forward looking statements involve
inherent risks and uncertainties, both general and specific, and risks exist
that the predictions, forecasts, projections and other forward looking
statements will not be achieved. These forward looking statements speak only as
of the date of this press release. AMG expressly disclaims any obligation or
undertaking to release publicly any updates or revisions to any forward looking
statement contained herein to reflect any change in AMG's expectations with
regard thereto or any change in events, conditions, or circumstances on which
any forward looking statement is based.
March 9 2015:
http://hugin.info/138060/R/1900341/675450.pdf
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Source: AMG Advanced Metallurgical Group N.V. via GlobeNewswire
[HUG#1900341]
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Datum: 09.03.2015 - 07:00 Uhr
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"AMG Signs Relationship Agreement with its Largest Shareholder RWC European Focus Master Inc"
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