Cover photo: copyright Pierre Debbane 2023, all rights reserved.

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At a Glance

Report of the Management Board

Financial & Operational Highlights

Letter to Shareholders

Business Review-AMG Clean Energy Materials

Business Review-AMG Critical Minerals

Business Review-AMG Critical Materials Technologies

Risk Management & Internal Controls

Statement of Responsibilities

Report of the Supervisory Board

Remuneration Report for the Year 2023

Sustainable Development

Corporate Governance

Financials

Financial Review

GLOBAL TRENDS

CO2 emission reduction, circular economy, population growth, increasing affluence, and energy efficiency

DEMAND

Innovative new products that promote CO2 reduction, including materials with higher energy density and higher temperature resistance, as well as products that are lighter and stronger than competing materials

SUPPLY

AMG sources, upgrades, purifies, and supplies the critical materials that the market demands

2 AMG | At a Glance

3 AMG | At a Glance

4 AMG | Report of the Management Board

5 AMG | Report of the Management Board

6 AMG | Financial & Operational Highlights

Financial & Operational Highlights

7 AMG | Financial & Operational Highlights

8 AMG | Letter to Shareholders

2023 was AMG Critical Material’s most successful year in terms of financial results since its inception in 2007. The adjusted EBITDA reached an all-time high at $350 million, combined with an Operating Cash Flow of $223 million and a ROCE of 26%. Since 2019, our adjusted EBITDA Compound Annual Growth Rate ("CAGR") is 30%.

AMG LITHIUM

This outstanding outcome is first and foremost the result of the decision in 2016 to extract lithium – in addition to tantalum – from the complex ore and from the tailings at the Mibra mine in Brazil, with an initial production capacity of 90,000 tons per annum of spodumene (lithium concentrate). As with all major expansions, the project faced challenges. In response, AMG’s team excelled, bringing the project online on time and on budget. We then proceeded to effectively operate the plant for several years, meeting design specifications and volumes year after year. I am exceptionally proud of this accomplishment because as I look around the world of lithium projects, I see an industry plagued with massive delays and overruns. Our diligence has been rewarded. It is interesting to calculate the return on the $75 million capital expenditure. The cumulative adjusted EBITDA 2019 to 2023 from this investment was $494 million, a payback of over six times or, in terms of PE “6X” with a long mine life to go.

In the year 2023, the adjusted EBITDA attributable to this new lithium mining activity was $237 million or 68% of AMG’s total

AMG 5-year EBITDA/Lithium EBITDA

Mibra mine, Brazil

9 AMG | Letter to Shareholders

adjusted EBITDA of $350 million (following the 2022 lithium adjusted EBITDA contribution of $215 million, or 63%). With that, we became a “lithium company,” and our stock price is now correlated to the lithium industry. Some may claim that it's bad timing, but ours is a volatile industry. It has to be noted that the Mibra mine is one of the lowest cost lithium concentrate mines on a global scale, partly because of the sales of tantalum credited to the lithium production.

In 2022, we started the engineering for the expansion of the lithium concentrate capacity to 130,000 tons per annum. Our lithium concentrate plant will temporarily stop production to facilitate the expansion from 90,000 tons to 130,000 tons. We expect to produce 93,000 tons for full year 2024 and reach full production, or 130,000 tons, in 2025.

In 2021, we gave the go ahead to start the construction of a lithium refinery in Bitterfeld, Germany with an initial capacity of 20,000 tons of battery-grade lithium hydroxide, and an investment of $150 million. We are presently in the process of starting up with extensive process and product qualifications and audits. We expect to be in full production later this year.

One major AMG asset that you won’t see in our financial statements is our large and exceptionally experienced lithium

management team in Frankfurt. This team has taken years to build. Following Albemarle's acquisition of Rockwood, the owner of Chemetall GmbH, a renowned global leader in lithium technology and the inaugural producer of lithium salts since 1922, a skilled team became available. Numerous former Chemetall employees seamlessly transitioned to join AMG following this acquisition.

The Mibra mine and the Bitterfeld refinery are the cornerstones of AMG Lithium’s transatlantic lithium value chain. The Bitterfeld refinery will be the first facility of its kind in Europe. An estimated 82% of the world’s hydroxide refinery capacity is presently located in China. The layout of Bitterfeld is designed for 5 modules with an ultimate capacity of 100,000 tons per annum. That, according to estimates, would supply 17% of the estimated consumption of hydroxide in Europe by 2030.

In recent years we have assembled a unique lithium research & development team in Frankfurt around a new laboratory complex, where we operate a pilot plant for materials of the next generation lithium battery, the “solid state” battery.

We are presently finalizing the feasibility work on a lithium chemical (hydroxide/carbonate) conversion plant in Brazil to complete the value chain from Brazil to Germany. For the time being, that conversion takes place in China under long-term agreements.

Lithium Hydroxide battery-grade refinery - Bitterfeld, Germany

10 AMG | Letter to Shareholders

NEW CORPORATE ORGANIZATION

Since January 1, 2024, AMG Critical Materials has been operating through three wholly owned subsidiaries, AMG Lithium, AMG Vanadium, and AMG Technologies. The legal restructuring work is still ongoing. AMG Lithium BV, Amsterdam, is up and running and has been audited on a standalone basis since 2021.

The three new subsidiaries have different end markets: AMG Lithium is supplying the market for vehicle and stationary batteries, through cathode producers (“e-mobility” and “e-storage”). AMG Vanadium is supplying vanadium to the high-performance steel

market and the market for stationary vanadium redox flow batteries (“e-saving” and "e-storage”). AMG Technologies’ primary market is aerospace engines where high stress materials are at
work (“e-saving”).

The trends behind these markets are powerful and persistent, and our aggressive investment strategy has positioned these companies and AMG as a whole as a high growth company.

AMG VANADIUM

AMG Vanadium is a holding company (in formation) with the corporate center in Cambridge, Ohio, and major wholly owned subsidiaries in Newcastle, Pennsylvania (vanadium aluminum alloys, chromium metal); Nuremberg, Germany (titanium alloys, vanadium oxide, vanadium electrolyte); and Rotherham, UK (chromium metal). AMG Vanadium oversees AMG Critical Materials' 50% interest in SARBV, Amsterdam, with its projects in the Middle East region.

During 2023, AMG Vanadium ramped up its new ferrovanadium production facility in Zanesville, Ohio, which essentially doubles our spent catalyst throughput capacity to approximately 60,000 tons per year (equivalent to about 11 million pounds of ferrovanadium). With capital expenditures of $325 million, the Zanesville project is the largest project ever undertaken by AMG Critical Materials. It has been financed by an industrial revenue bond with a tenor of 30 years and an interest rate below 5%.

AMG Vanadium – Zanesville, Ohio, USA

11 AMG | Letter to Shareholders

AMG Vanadium is the western world’s low-cost producer of ferrovanadium, partly because we also extract molybdenum and nickel from the spent catalysts and partly because we receive recycling fees for our services.

The growth of AMG Vanadium is shifting from ferrovanadium to vanadium oxide which we produce in Nuremberg, Germany, in a proprietary process from a variety of vanadium-containing residues including gasification ash. Vanadium oxide is the base material for vanadium electrolytes for use in vanadium redox flow batteries. The production facilities for vanadium oxide and vanadium electrolytes in Nuremberg, Germany, are presently being expanded.

Through proprietary technology, we have successfully linked our two main vanadium plants in Ohio and Nuremberg. The facilities in Ohio apply a two-step process in treating spent catalysts, roasting first, and then melting. Instead of going to the second step, we can re-route the roasted spent catalysts and use them as a feed for the production of vanadium oxides in Nuremberg on the way to battery materials. This is where the growth is and this optionality has great strategic value.

SARBV is developing Phase 1 of the “Supercenter” project in the Kingdom of Saudi Arabia. The main objective of the project is to build a recycling facility to extract vanadium from the residues of the

Jazan gasification project of ARAMCO, based on AMG proprietary process technologies. At the end of 2023, the FEL3 feasibility study, which was contracted to Hatch Engineering, was completed and is under review. The full Supercenter project will also include the processing of spent catalysts, a Fresh Catalyst R&D facility, and a LIVA Hybrid ESS.

AMG TECHNOLOGIES

Vanadium electrolyte project - Nuremberg, Germany

AMG engineering order intake

12 AMG | Letter to Shareholders

Contrary to its two “sister” companies, AMG Technologies is light in fixed assets – the main asset is the intellectual property which resides in the knowledge and experience of our employees. Among its end markets are the aerospace engine mainly via its turbine blade technology (Thermal Barrier Coating, or "TBC," in particular), high-performance steel, specialty alloys, and other materials requiring vacuum treatment, such as glass or new ways of reducing energy consumption/CO2 in the production of synthetic graphite from petroleum coke.

An excellent illustration of the high-performance titanium product line is the recent contract to build the vacuum furnaces for the new $500 million TIMET operation in Ravenswood, West Virginia, USA. Another is AMG Engineering’s Electron Beam / Physical vapor deposition TBC process which is virtually exclusively approved in aerospace for high temperature applications. Given our world market share, when you fly, you have the comfortable feeling that the turbine blades are coated with an AMG Engineering coater.

LIVA

The energy storage market is poised for exponential growth, with BloombergNEF data indicating an energy storage capacity surge from 1.4GW/8.2GWh in 2023 to a projected 650GW/1,885GWh worldwide by 2030. The growth of this market is secured by the need to overcome the intermittency of solar and wind energy sources to increase the efficiency of use. Another driver is the need of manufacturing plants to connect to renewables. And finally, there is the need for rethinking grid management to handle the large-scale intermittencies.

Remarkably, Germany is set to contribute significantly to this expansion, accounting for 50GW/98GWh by 2030, according to BloombergNEF. This robust trajectory reflects a remarkable 27% CAGR and stands 33% higher than the early 2023 forecast, highlighting the accelerating demand for large-scale energy storage solutions.

AMG’s specific contribution to this market is the LIVA battery technology. This technology consists of three parts: a lithium battery, a vanadium battery, and a software/AI package to manage the interaction of the parts. The lithium component guarantees the instant availability of the storage system, and the vanadium part provides low-cost storage and evergreen use of the electrolyte without the need for recycling.

LIVA Power Management GmbH is located at AMG’s technology & engineering center in Hanau, Germany, capitalizing on the experience there with large equipment engineering.

HEALTH AND SAFETY

In addition to the excellent financial results, AMG’s year-end 2023 total incident rate performance is at record best levels. AMG delivered another strong safety record which was 58% better than industry averages. As reported regularly, we relentlessly pursue health and safety of our employees with a target of zero incidents.

AMG CO2 Enabled

AMG Engineering – Thermal Barrier Coating

LIVA Power Management Systems GmbH - Frankfurt, Germany

13 AMG | Letter to Shareholders

At the heart of AMG’s core tenets is the drive to reduce CO2 and a key testament to this is ECO2RP (our Enabled CO2 Reduction Portfolio). In 2023 alone, our innovative product lines facilitated the reduction of an astounding 110 million metric tons of CO2.

Our planet is at a critical juncture, and the decisions we make today will shape the future for generations to come. Our company, at the forefront of the decarbonization movement, understands the gravity of the situation. We recognize that the reduction of CO2 emissions is not only an environmental imperative but also a strategic business decision that aligns with our core values.

The journey from 42 million metric tons of enabled CO2 reduction in 2015 to 110 million metric tons in 2023 showcases our relentless pursuit of innovation and sustainability. We are not just witnessing growth in numbers; we are witnessing a transformation – an evolution towards a more sustainable and eco-conscious paradigm. Our commitment to enabling CO2 reduction is not just a business strategy; it is a moral imperative, a pledge to be the architects of a healthier and more sustainable future. We foresee significant growth from the base of the 2023 level of enabled CO2 reduction, especially related to AMG’s proprietary Thermal Barrier Coating technology, and – for the first time – from applications of AMG’s proprietary MOX nuclear fuel technology as newly built plutonium – MOX conversion facilities are starting up. We expect that our leading presence in the MOX fuel space will be enhanced by the emerging Small Modular Reactor movement.

Over the past 19 years, many carbon reduction schemes, with both positive and negative impacts, have been created and/or accepted by regulatory agencies to deter CO2 emissions and slow the impacts of climate change. Whether it be the EU Emissions Trading System (EU ETS) or the multitude of Carbon Credit Registries, the penalties or incentives were never capable of clearly quantifying or validating the actual contribution these programs have made to reducing the release and buildup of CO2 in the atmosphere.

Although we strongly disagree with certain carbon accounting interpretations regarding the reporting of avoided emissions, known to us as scope 4, alongside traditional scopes 1, 2, and 3 emissions, we still consider this area the cornerstone of our environmental value proposition. At AMG, we understand that our positive impact lies not in the reduction of nominal CO2 values in the hundreds of thousands of tons represented by our scopes 1, 2, and 3, but instead in the millions of tons by the scope 4 contribution we make to the planet.

In a remarkable feat of environmental stewardship, AMG has facilitated a reduction of 110 million metric tons of CO2 emissions in 2023, representing 0.27% of the world's total emissions. This achievement underscores our unwavering commitment to a

greener future, showcasing the profound impact that focused innovation and eco-conscious solutions can have on mitigating climate change.

In the past several years, I am happy to see the increasing acceptance by regulatory agencies (e.g. EU Taxonomy for sustainable activities) and industry consensus (e.g. Estimating and Reporting the Comparative Emissions Impacts of Products, World Resources Institute) recognizing the overwhelming benefit of enabling CO2 emissions. It gives me satisfaction to see the alignment of these regulatory bodies and thought leaders with AMG’s core belief that the pathway to climate reduction goals is through increased investment in groundbreaking products
and technologies.

DIVERSITY

I am pleased to share the remarkable strides our company has made in fostering diversity and inclusion, a vital aspect of our corporate ethos. In 2023, AMG's Corporate Diversity Council oversaw the creation of two Employee Resource Groups to help foster inclusivity and bonds between our employees.

Our commitment to increasing the representation of women in management roles has yielded promising results. Over the past three years, we have observed a consistent uptrend, culminating in a noteworthy 24% representation in 2023. This trajectory positions us on the path towards achieving our 2030 goal of at least 30% of management roles held by women. These achievements underscore our dedication to cultivating a workplace that thrives on diverse perspectives, ensuring that our organization reflects the vibrant tapestry of talent that propels us forward. We remain resolute in our pursuit of inclusivity, recognizing its intrinsic value to both our corporate culture and overall success.

DR. HEINZ SCHIMMELBUSCH

CHIEF EXECUTIVE OFFICER

14 AMG | AMG Clean Energy Materials

AMG Clean Energy Materials

Higher average annual prices for spodumene as well as higher sales volumes in 2023 of vanadium, lithium concentrate, and tantalum propelled revenue for the segment 9% higher on a full year basis than 2022. In 2023, ferrovanadium and tantalum concentrate sales increased 45% and 56%, respectively, compared to 2022. AMG Clean Energy Materials’ adjusted EBITDA grew 15% year-over-year, from $259 million in 2022 to $297 million in 2023. This was driven primarily by the higher prices and increased volumes as a result of strong operations in the lithium and the vanadium expansion projects, as well as a $10 million incremental dividend from an equity investment.

AMG Lithium is on its way to becoming the premier European lithium refiner, from its own low-cost resources in Brazil, and operates a value chain starting with mining and including solid-state lithium batteries in Germany. In Brazil, AMG's lithium concentrate

plant will temporary stop production to facilitate the expansion from 90,000 tons to 130,000 tons. We expect to produce 93,000 tons during 2024 and operate at the full expanded capacity rate, or 130,000 tons per year, in the fourth quarter of 2024.

AMG Brazil signed an exclusive MOU with Grupo Lagoa to concentrate the lithium minerals contained in pegmatite to produce commercial grade lithium concentrate.

AMG’s lithium hydroxide refinery’s first 20,000-ton module in Bitterfeld, Germany, is in advanced phases of commissioning, and the product qualification process is planned to start in the third quarter of 2024.

AMG Lithium signed a non-binding MOU with FREYR Battery in January 2023 to supply FREYR between 3,000 to 5,000 tons per annum of battery-grade lithium hydroxide.

15 AMG | AMG Clean Energy Materials

In 2023 AMG's low-cost position in lithium led to improved profitability within AMG Clean Energy Materials.

AMG Lithium GmbH signed a non-binding MOU in May 2023 with Fortum to further process Fortum's recovered lithium from old electric vehicle lithium-ion batteries.

AMG Vanadium is the world’s market leader in recycling vanadium from oil refining residues and the only US ferrovanadium producer. It is expanding in the Middle East via SARBV's Supercenter project in the Kingdom of Saudi Arabia, which is a facility to produce high-purity vanadium oxides and vanadium electrolyte. The facility will operate under a long-term supply contract with Saudi Aramco for vanadium-containing gasification ash from its power plants in the Kingdom. The full Supercenter project will include the processing of spent catalysts, a Fresh Catalyst R&D facility, and a LIVA Hybrid ESS.

Enacted by the Inflation Reduction Act of 2022, AMG Vanadium qualifies for the Section 45X Advanced Manufacturing Production Tax Credit effective from 2023 onwards, which provides a production credit for domestic manufacturing of certain critical materials. Based on proposed regulations as issued by the IRS, AMG expects to receive a subsidy of approximately $6 million for full year 2023. The ruling is still in the comment period and, as such, is subject to a final determination.

AMG Vanadium acquired the processing technologies and intellectual property related activities from TTI, and will integrate them into its global strategic growth initiatives conducted through SARBV.

Lithium Hydroxide battery-grade refinery - Bitterfeld, Germany

16 AMG | AMG Critical Minerals

AMG Critical Minerals

AMG Critical Minerals’ revenue during 2023 was 38% lower than in 2022 due to lower volumes driven by both the silicon metal plant operating one furnace for most of the year as well as a downturn in the end-use markets for the segment.

Gross profit for the year decreased from $47 million in 2022 to $22 million in 2023. AMG Critical Minerals’ profitability was negatively impacted by decreasing metal prices in 2023 compared to the

prior year, as well as the slowdown in the European industrial economy. As a result, adjusted EBITDA in 2023 decreased to $7 million from $38 million in 2022.

AMG LIVA’s first battery Hybrid ESS in Hauzenberg, Germany, which has been in fully automatic operation mode for more than a year, has performed very well in flattening production-driven spikes in electricity demand, known as "Peak Shaving." The

17 AMG | AMG Critical Minerals

AMG's mineral processing operations was negatively impacted by the slowdown in the European industrial economy.

Hybrid ESS battery system combines Lithium-ion and Vanadium Redox Flow batteries with artificial intelligence routines and self-learning algorithms to maximize efficiency, safety, and lifetime
of the batteries.

On January 1, 2023, AMG placed its silicon metal plant in Pocking, Germany, on care and maintenance. AMG Silicon operated one of four furnaces beginning in March 2023 through the end of the

year, and it plans to run two of four furnaces for the remainder of 2024. The operational parameters of the silicon business will continue to be reviewed on an ongoing basis. Due to the noted interruptions in AMG Silicon’s operations, the financial impact of the business will be excluded from adjusted EBITDA during this period of abnormal operations. However, AMG Silicon generated $56 million in cash from operating activities during 2023 driven by the receipt of energy sales made in the fourth quarter of 2022.

AMG Graphite - Hauzenberg, Germany

18 AMG | AMG Critical Materials Technologies

AMG Critical Materials Technologies

AMG Critical Materials Technologies' engineering unit signed a record $350 million in new orders in 2023.

AMG Critical Materials Technologies’ revenue during 2023 increased by 10%, due largely to the strong performance of its engineering unit associated with the continued recovery of the aerospace market. Adjusted EBITDA in 2023 was $46 million, increasing slightly compared to the $45 million in 2022, largely as a result of higher profitability in engineering and titanium.

AMG Engineering signed a record high of $350 million new orders in 2023, an increase of 24% from the $281 million in 2022, representing a 1.27x book to bill ratio. This record level was driven by strong orders for remelting and heat treatment furnaces during the year. Order backlog was $295 million at the end of 2023, 34%

greater than the year end 2022 order backlog of $220 million.

In January 2023, AMG’s Management Board approved the construction of a vanadium electrolyte plant with a target capacity of 6,000 m³ at its subsidiary, AMG Titanium, in Nuremberg, Germany. The target capacity is 6,000 m³ vanadium electrolyte, the equivalent of approximately 100 MWh, which will serve the electricity storage market, including a vertical integration into LIVA batteries. We expect to have nameplate capacity available by the second half of 2024.

AMG Engineering has been selected by PCC’s TIMET to supply the vacuum melting and re-melting furnaces for their new, state-

19 AMG | AMG Critical Materials Technologies

of-the-art Titanium melt facility in Ravenswood, West Virginia. AMG’s scope includes several vacuum arc re-melting, electron beam welding, and electron beam melting furnaces, signifying one of the largest orders in all of AMG Engineering’s history. In total, the project represents a $500 million investment by PCC. The new facility will be powered by a solar energy, micro-grid using renewable green energy; the first of its kind for PCC.

AMG’s LIVA projects are integral for industrial power management applications and acceleration of the energy transition. The batteries are currently under various stages of bidding and development. One is operational, three are currently under contract and being

engineered, and 15 are in bidding and development stages, with a total megawatt hour (MWh) capacity of 749 MWh.

AMG LIVA has agreed to acquire the VRFB activities from VOITH. VOITH has developed an advanced technology for controlling and balancing large-scale high-voltage VRFB energy storage systems. The technology complements LIVA’s VRFB system development. LIVA will continue to develop the technology and integrate it into its large-scale energy storage systems.

AMG Engineering coater for the production of Thermal Barrier Coatings; Source: Honeywell

20 AMG | Risk Management & Internal Controls

AMG employs a risk management approach that identifies and mitigates risk at all levels of the organization.

The Audit & Risk Management Committee is comprised of Dr. Donatella Ceccarelli (Chair), Willem van Hassel and Warmolt Prins, and meets on a quarterly basis. In addition to its Audit Committee duties, this committee is responsible for monitoring and advising the Supervisory Board on the risk environment as well as the risk management processes of AMG.

RISK MANAGEMENT APPROACH

AMG employs a risk management approach that identifies and mitigates risk at all levels of the organization. The Company analyzes risks in formal settings such as scheduled Management Board and Supervisory Board meetings as well as everyday operational situations faced by its global employee base. AMG utilizes a comprehensive Enterprise Risk Management program (ERM) centered on the Company’s Risk Assessment Package (RAP). The RAP includes a “top-down” and “bottom-up” analysis and assessment of the Company’s risks. The RAP is a detailed document requiring each business unit to:

(i)identify potential risks and quantify the impact of such risks;

(ii)prioritize the risks using a ranking system to estimate the financial impact, probability, and mitigation delay of
these risks;

(iii)describe the risk mitigation or transfer procedures in place;

(iv)document the periodic monitoring of the risks;

(v)assign the individuals responsible for monitoring the risks;

(vi)review the trends of the risks identified by the business units; and

(vii)periodically audit previous RAP submissions to evaluate the risk management process.

Each business unit undertakes a full review of its RAP on a quarterly basis. The RAPs are then reviewed and discussed in detail by the Management Board of AMG.

AMG's risk management functions in coordination with the senior management of each business unit. Direct follow-up calls take place by AMG’s Chief Financial Officer and his team with the Presidents of the business units. The corporate Legal, Finance and HSE (Health, Safety and Environment) functions also contribute to the quarterly submission of risks identified. Key risks from all business units and functions are then summarized and presented to the Management Board, which reviews them. Any new material risk assessment observed by a business unit or function is reported instantly to the Management Board, while individual risks of special note are regularly discussed at the Management Board’s bi-weekly meetings. The Chair of the Audit & Risk Management Committee of the Supervisory Board is informed immediately of any new material risk assessments which have been reported to the Management Board. The Audit

& Risk Management Committee of the Supervisory Board formally reviews the consolidated risk package provided by AMG’s Management Board during its quarterly meetings. In addition, the Audit & Risk Management Committee of the Supervisory Board supervises, monitors, and reports on the Company’s internal control and risk management programs.

During 2023, special attention was given to:

•liquidity and cash flow;

•supply chain disruptions;

•global recession and inflation;

•raw material inputs including global energy costs;

•managing price and volume risk associated with the volatility of commodities;

•information technology and cybersecurity;

•improving contractual terms to lessen inventory price risk;

•evaluating the risk of climate change both on AMG’s operations as well as potential supply and demand issues associated with an increasing emphasis on CO2 reduction;

•understanding geopolitical risks;

•evaluating risks associated with long-term contracts; and

•continuation of the COVID-19 global pandemic.

Appropriate and diverse lines of property and liability insurance coverage are also an integral part of AMG’s risk management program.

RISKS

Risks faced by AMG can be broadly categorized as:

Strategic: includes risks related to marketing and sales strategy, product innovation, technology innovation, project execution risk, and acquisitions or divestitures

Operational: includes risks related to executing the strategic direction, production, raw material sourcing, capacity utilization, maintenance of production equipment, distribution of products, labor relations, human resources, IT infrastructure and cybersecurity, and health, safety and environmental issues

Market and External: includes risks related to global and regional economic conditions, market supply/demand characteristics, competition, metal prices, product substitution, customer and supplier performance and community relations

Financial: includes risks related to compliance with credit facility covenants, currency fluctuations, liquidity, refinancing, budgeting, metal price and currency hedging, treasury and tax functions, accuracy and timeliness of

21 AMG | Risk Management & Internal Controls

financial reporting, compliance with IFRS-EU accounting standards, compliance with the Netherlands Authority for the Financial Markets (AFM) and Euronext Amsterdam requirements

Climate Change: includes risks related to the physical impact of weather-related events, more volatile weather patterns, water scarcity, flooding, wildfires, as well as transitional impacts and opportunities such as changing supply and demand dynamics associated with customers and suppliers focusing on
reducing CO2

Legal and Regulatory: includes risks related to the political, environmental, legislative, and corporate governance landscape

AMG is subject to a broad array of risks which are inherent in the markets in which it operates. While all risks are important to consider, the following are the principal risks that could have a material impact on results.

METAL PRICE VOLATILITY RISK

AMG is exposed to metal price volatility. AMG is primarily a processor of metals, so risk can arise from short-term changes in price between purchase, process, and sale of the metals or from end-user price risk for metals when raw materials are purchased under fixed-price contracts. The Company hedges exchange-traded metals when possible.

In its aluminum business, AMG also sells conversion services with no metal-price risk. However, most metals, alloys and chemicals that AMG processes and sells, such as vanadium, chrome metal, tantalum, lithium, graphite, niobium, and antimony trioxide, cannot be hedged on an exchange. Prices in 2023 decreased versus 2022, and in some cases quite significantly.

To mitigate price risk across its portfolio, AMG takes the
following actions:

•Seeks to enter into complementary raw material supply agreements and sales agreements whereby the price is determined by the same index;

•Aligns its raw material purchases with sales orders
from customers;

•Establishes low-cost long positions in key raw materials through, for example, ownership positions in mining activities or structured long-term supply contracts;

•Maintains limits on acceptable metals positions, as approved by the Management Board; and

•Enters into long-term fixed-price sales contracts at prices which are expected to be sustainably above the cost
of production.

Success of the mitigation plan is dependent on the severity of metal price volatility and on the stability of counterparties performing under their contracts. Due to the diverse mix of

metals that AMG processes and the fact that metal processing has more pass-through risk than long-position risk, this risk is difficult to quantify.

MINING RISK

At its lithium and tantalum mine in Brazil and three graphite mines in Germany, Sri Lanka and Mozambique, AMG is exposed to certain safety, regulatory, geopolitical, environmental, operational, and economic risks that are inherent to a mining operation. The profitability and sustainability of the Company’s operations in various jurisdictions could be negatively impacted by environmental legislation or political developments, including changes to safety standards and permitting processes. The mining businesses have certain operational risks related to the ability to extract materials, including weather conditions, the performance of key machinery and the ability to maintain appropriate tailings dams. These risks are all mitigated by continuous monitoring and maintenance of all mining activities. AMG has always recognized the need to carefully manage the risk associated with tailings dams within its operations and takes its commitment to ensuring the safety of its workforce and the surrounding communities very seriously. AMG leadership commissioned a study that was conducted by a third party to ensure that its three tailings dams in Brazil are legally compliant and technically sound. The outcome of the legal study indicated we are compliant with applicable regulation as related to our three tailings facilities.

Mining is also subject to geological risk relating to the uncertainty of mine resources, and economic risk relating to the uncertainty of future market prices of particular minerals. Geological risk is managed by continuously updating mine maps and plans; however, the profitability of the Company’s mining operations is also dependent upon the market price of mineral commodities. Mineral prices fluctuate widely and are affected by numerous factors beyond the control of the Company. The level of interest rates, the rate of inflation, world supply of mineral commodities, consumption patterns, speculative activities and stability of exchange rates can all cause significant fluctuations in prices. The prices of mineral commodities have fluctuated widely in recent years. Continued future price volatility could cause commercial production to be impracticable. Mitigation strategies include managing price risk by entering into long-term fixed-price contracts with customers, and via vertical integration strategies.

Other cost-related strategies include continuously reducing cost of production for current products or expanding product lines to enable profitable mine production even in low
price environments.

22 AMG | Risk Management & Internal Controls

CUSTOMER RISK

Customer concentrations in certain business units amplify the importance of monitoring customer risk. In addition, turbulent economic conditions for commodity producers increase customer risk. Since AMG has a low appetite for customer credit risk, the Company attempts to mitigate this exposure by insuring and monitoring receivables, maintaining a diversified product and contract portfolio, and retaining adequate liquidity. AMG has insured its accounts receivable where economically feasible and has set credit limits on its customers, which are closely tracked. In addition to constant monitoring from business unit leaders, AMG’s Management Board reviews accounts receivable balances monthly. Given that the Company has thousands of customers, this risk is difficult to quantify. However, no single customer accounts for more than 12% of AMG’s revenues, and therefore, while the impact of a customer failure is manageable, it may have an adverse impact on results. In particular, AMG Engineering can mitigate a portion of customer payment and performance risk due to the collection of prepayments from many of its customers. In addition to risks associated with collectability of receivables, AMG has long-term contracts with numerous customers that have enabled the Company to solidify relationships and deepen its knowledge of its customer base. If a customer does not perform according to a long-term contract and a replacement customer cannot be immediately found, it could have an adverse
impact on results.

SUPPLY RISK

All three of AMG's segments are dependent on supplies of metals and metal-containing raw materials to produce their products. Despite a normally low appetite for risk in most categories, supply risk is more difficult to manage given the limited number of suppliers for certain materials. Some of these raw materials are available from only a few sources or a few countries, including countries that have some amount of political risk. AMG Engineering is dependent on a limited number of suppliers for many of the components of its vacuum furnace systems because of its stringent quality requirements. If the availability of AMG’s raw materials or engineering components is limited, the Company could suffer from reduced capacity utilization. This could result in lower economies of scale and higher per-unit costs. If AMG is not able to pass on its increased costs, financial results could be negatively impacted. To mitigate the risk of raw materials and supplies becoming difficult to source, AMG enters into longer-term contracts with its suppliers when practical and has been diversifying its supplier base when alternative suppliers are available. The Company also mitigates the risk by monitoring supplier performance, maintaining a diversified product portfolio and retaining adequate liquidity.

PROJECT EXECUTION RISK

AMG is currently engaged in expanding its operating footprint via capital expenditures. These projects, which include amongst others the recently completed Zanesville vanadium plant in the US, the lithium concentrate expansion in Brazil, and the battery-grade

lithium hydroxide plant in Germany, carry significant technological, logistical, and project management risks. These risks can result in the delay of a project or, in extreme cases, an inability to complete the project with the projected production volume. AMG manages the risks inherent in building and expanding plants via a comprehensive engineering stage-gate process. In order to support this work, AMG has created a stand-alone engineering group in Brazil that manages the various projects and reports directly to the Management Board regarding each project’s progress or potential delays. This group is tasked with utilizing best practices across all of AMG’s projects in order to minimize completion or delay risk. This group executes a supplier contracting strategy that is designed to incentivize on-time delivery and performance and reduce AMG’s risks with regard to delay or non-performance. AMG believes that its centralized engineering group is differentiated versus its peers and provides a competitive advantage in terms of managing project risk, but nonetheless, project execution risk is a significant, ongoing risk during this period of expansion.

LEGAL AND REGULATORY RISK

AMG must comply with evolving regulatory environments in the countries and regions where it conducts business. Adjustments to environmental policy, as well as governmental restrictions on the flexibility to operate in certain locations, could affect the Company. AMG is required to comply with various international trade laws, including import, export, export control and economic sanctions laws. Failure to comply with any of these regulations could have an adverse effect on the Company’s financial results, and AMG’s appetite for regulatory compliance risk is very low. Additionally, changes to these laws could limit AMG’s ability to conduct certain business. A change in regulatory bodies that have jurisdiction over AMG products and facilities could also result in new restrictions, including those relating to the storage or disposal of legacy material at AMG-owned properties. This may result in significantly higher costs to AMG. See note 33 to the consolidated financial statements for more details on the currently known environmental sites. More stringent regulations may be enacted for air emissions, wastewater discharge or solid waste, which may negatively impact AMG’s operations. In addition, international and governmental policies and regulations may restrict AMG’s access to key materials or scarce natural resources in certain regions or countries or may limit its ability to operate with respect to certain countries.

As regulations change, the Company proactively works to implement any required changes in advance of the deadlines. The REACH Directive is in effect in the European Union, and AMG’s business units pre-registered all required materials and made complete registrations for those products. AMG has continuing obligations to comply with international and national regulations and practices concerning corporate organization, business conduct, corporate governance, and reporting. For example, in addressing possible conflicts of interest affecting its Management or Supervisory Board members, AMG follows strict rules which are described in the Company’s Articles of Association and the Rules

23 AMG | Risk Management & Internal Controls

of Procedure of the Management Board and Supervisory Board, respectively. Compliance with both legal and regulatory matters is monitored and augmented by the Company’s Chief Compliance Officer and the Company’s General Counsel who make use of the services of several prominent local and global law firms. The AMG Code of Business Conduct and AMG’s Values, both updated in 2023, have been distributed to all employees and are available in all workplace locations in local languages and are monitored by a global network of compliance officers and representatives who are stationed at all sites of the AMG Group. Fraud risks are continuously monitored by the Management Board and the Internal Audit function together with the key finance managers of the units, reviewing the proper operation of controls framework, with regular reporting to the Audit & Risk Management Committee. Continuous mandatory training programs, and updates thereof, are provided by the Company to its management and employees to ensure appropriate business conduct. An estimate of potential impact related to regulatory risk is not possible.

AMG’s global Speak Up & Reporting Policy is widely available and provides guidance to every employee, contractor or third party, including suppliers, customers, local communities and stakeholders, about how to voice concerns relating to AMG’s business or people in confidence and without fear of retaliation. Employees and third parties, including stakeholders and local communities, are encouraged to first report concerns to the relevant managers or supervisors at their local AMG office or industrial site since they are usually best equipped to resolve concerns quickly and effectively. If concerns remain unresolved or one feels uncomfortable using these local channels for other reasons, one can contact AMG Compliance about any concerns through the channels that are published on the Corporate Governance section of AMG’s website.

CLIMATE CHANGE RISK AND OPPORTUNITY

The effects of climate change are increasingly visible on the environment, society, and the global economy. AMG evaluates climate risk in two ways: as part of our ERM program, and as part of our operational work focused on reducing our business’s direct and indirect impacts on climate change. These risks are reported from the business units to the Management Board and summarized in reports to the Audit and Risk Committee and the Supervisory Board.

AMG is fully committed to proactively understanding and addressing climate risks and opportunities. As part of this commitment, we have conducted a comprehensive scenario analysis exercise to assess our global footprint's exposure to physical climate risks in 2022. Additionally in 2023, we finalized a transition risk analysis of our portfolio and top supplier facilities. This analysis involved evaluating the potential impacts of climate scenarios based on five different emission pathways, ranging from a "No Policy" scenario with a temperature increase of over 4°C to the "Paris Aspiration" scenario aiming for a 1.5°C increase.

Based on the analysis and climate modeling scenarios, no risks have been identified which would have a material effect on amounts and disclosures included in the financial statements as of December 31, 2023. See the Sustainable Development chapter in this Annual Report for additional details on our climate related physical and transitional risk analysis.

CURRENCY RISK

AMG’s global production and sales footprint exposes the Company to potential adverse changes in currency exchange rates, resulting in transaction, translation, and economic foreign exchange risk. These risks arise from operations, investments and financing transactions related to AMG’s international business profile. While AMG transacts business in numerous currencies other than its functional currency, the US dollar, the Company’s primary areas of exposure are the euro, Brazilian real, and British pound. Given the location of our operations, it is not possible to mitigate translation risk in a cost-effective manner. AMG has developed a uniform foreign exchange policy that governs the activities of its subsidiaries and corporate headquarters. AMG enters into non-speculative spot and forward hedge transactions to mitigate its transaction risk exposure and employs hedges to limit certain balance sheet translation risks. The Company will also at times hold cash in foreign currencies to naturally hedge certain translation risks. AMG’s overall economic foreign exchange risk is somewhat mitigated by the natural hedge provided by its global operations and diversified portfolio of products: namely, the majority of AMG’s products are sold in the country in which they are produced. While AMG will continue to manage foreign exchange risk and hedge exposures where appropriate, fundamental changes in exchange rates could have an adverse impact on the Company’s financial results. Starting January 2021, the Company is no longer hedging European cash pool intergroup balance sheet exposures which will result in higher volatility in our financial results from foreign exchange which we believe is not representative of our operating performance.

COMPETITION

AMG’s markets are highly competitive. The Company competes domestically and internationally with multinational, regional and local providers. AMG competes primarily on product technology, quality, availability, distribution, price, and service. Competition may also arise from alternative materials and the development of new products. Increased competition could lead to higher supply or lower overall pricing. AMG is a leader in many of its key niche markets. The Company strives to be at the forefront of technology and product development. Despite this, there can be no assurance that the Company will not be materially impacted by
increased competition.

24 AMG | Risk Management & Internal Controls

PRODUCT QUALITY, SAFETY AND LIABILITY

AMG’s products are used in various applications including mission critical components. Failure to maintain strict quality control could result in material liabilities and reputational damage. The Company maintains a stringent quality control program to ensure its products meet or exceed customer requirements and regulatory standards. AMG further mitigates this risk via liability insurance.

FINANCING RISK

A prolonged restriction on AMG’s ability to access the capital markets and additional financing may negatively affect the Company’s ability to fund future innovations and capital projects. AMG’s financing risk was mitigated in November 2021 with the Company’s refinancing. In November 2021, the Company entered into a new $350 million 7-year senior secured term loan B facility (“term loan”) and a $200 million 5-year senior secured revolving credit facility (“revolver”). The total facility amount of $550 million replaces AMG’s existing credit facility and extends our term loan maturity from 2025 to 2028 and revolver maturity from 2023 to 2026. Our financing risk is further mitigated by the year-end 2023 liquidity of $540 million. AMG’s exposure to rising interest rates is substantially mitigated as a majority of the company's outstanding debt facilities are either fixed-rate facilities or fixed due to interest rate swaps for the next several years. AMG has an average interest charge across its two main debt instruments of 5%. AMG’s future liquidity is dependent on the Company’s continued compliance with the terms and conditions of its credit facility and its ability to refinance. As of December 31, 2023, the Company was in compliance with all financial covenants.

BUSINESS INTERRUPTION

A significant interruption of a key business operation could have a material impact on results. AMG’s operations could be impacted by many factors including a natural disaster, serious incident, or labor strike. Key suppliers and customers could also experience business interruption whereby the Company is indirectly impacted. AMG’s broadly diversified business model mitigates some of the risk associated with business interruption. The Company’s insurance policies also include business interruption coverage subject to certain terms. AMG attempts to further mitigate this risk by actively monitoring the supply chain and maintaining rigorous training programs on operational and safety procedures.

COVID-19 PANDEMIC

The continuing public health crisis caused by the COVID-19 pandemic and the unprecedented containment and mitigation measures taken by governments and businesses to limit COVID-19’s spread have had, and may continue to have, certain negative impacts on the broader global economy and our business including, but not limited to: decrease or postponement in customer

demand; supply chain disruptions; travel restrictions that impact project timing; and ongoing health risks to our
employee population.

Throughout the pandemic, AMG has maintained operations sufficient to meet our customer demand. The Company’s ongoing focus remains the health and safety of our employees.

AMG continues to monitor the global COVID-19 pandemic and, although the potential future magnitude and duration of the business and economic impacts of it are uncertain and will depend on many factors outside of the Company’s control, including the pandemic’s duration and severity, emergence of new variants and vaccines and treatments, currently we do not believe the COVID-19 pandemic will impact the Company’s ability to meet any of its financial obligations. The Company has not experienced and does not anticipate material negative impacts to its access to the capital markets or any material disruption to the Company’s
supply chain.

INFORMATION TECHNOLOGY (IT)

The Company utilizes both internal and external IT systems to achieve our overall business objectives. Our IT systems are used for, but not limited to, the processing and storing of financial information, business planning, order processing, and intellectual property. We believe AMG is exposed to IT threats given the Company’s global footprint and our use of technology. An information security incident, including a cybersecurity breach, could have a negative impact on the Company’s business, financial condition, and reputation. AMG experienced one instance of ransomware infection in 2021, but due to the backup and security systems in place, this resulted in no monetary loss and no business interruption. AMG experienced no instances of successful ransomware attacks in 2023. The Company believes its improvement in resilience and preventative measures in place adequately mitigate the risk of a significant company-wide IT incident. Such measures include:

•Diversity and physical separation of systems across our businesses — each unit maintains their own IT platform disconnected from other units

•Complete asset management of IT and IT network inventory. Larger business units have a live asset view of devices with software version tracking

•Proactive patching processes that ensure that all patches are implemented as soon as possible

•Separation of business IT networks, operational technology, and production networks

•Segregation of IT networks in different risk segments

•Proactively monitoring activities on the networks and/or endpoints

25 AMG | Risk Management & Internal Controls

•Disaster recovery planning including dry runs and
tabletop exercises

•Information security training and compliance programs

•IT security measures at all business units include next generation firewalls, encryption, physical access controls, endpoint detection and response software for virus and malware detection and remote-controlled countermeasures, multi-factor authentication for field staff/working from home, staff and privileged accounts, on-site and off-site offline
backup schemes

•Regular testing of backup functionality

•Websites are hosted and maintained by an external partner and are not connected to the company’s computer network

•Exposure to the internet is reduced to the minimum

AMG’s Management Board has overall responsibility for the Company’s information technology. The Company’s CFO is responsible for oversight and compliance and provides updates to the Management Board on a regular basis and reports to the Supervisory Board on IT matters at least annually. In 2021, the Company engaged a third-party cyber security provider to assess our IT risks and improve our IT systems across all AMG units. In 2022, AMG hired a Global Information Security Officer, and implemented a comprehensive cybersecurity implementation plan. This plan improved AMG's cybersecurity defenses in 2022, and a penetration test executed in the third quarter of 2022 demonstrated the resilience of AMG's global IT systems. In 2023, a meeting of all IT heads was held with a one-day training session in incident response, basic threat modeling and threat intelligence.

RISK MONITORING AND PROCEDURES

AMG has a strategic risk function that actively monitors and establishes internal controls to mitigate business and financial risks. AMG’s strategic risk function is complemented by its Internal Audit function. Through the risk reporting system, the AMG Corporate Risk Committee works with business unit managers to develop risk mitigation strategies, where applicable. The strategic

risk function likewise monitors and assesses the Company's reputational risk, recognizing that it is a subjective measure of the Company's performance by its various stakeholders, and establishing appropriate internal controls to address it. The purpose of the risk reporting and monitoring system is to manage, rather than eliminate, the risk of failure to achieve business objectives, and provide only reasonable, not absolute, assurance against material misstatement or loss.

In addition to the risk assessment process, the Company has established various financial policies and control procedures to ensure proper initiation, authorization and review of transactions. A Corporate Financial Policy manual establishes clear policies around various aspects of the business including human resources, accounting and financial reporting, information technology and cybersecurity, and treasury. Each of the business units are monitored for adherence to these policies by the Company’s independent internal audit function. The findings of internal audits are reported to the Audit and Risk Committee along with action plans for remediation of any noted deficiencies. These activities along with the top-down and bottom-up risk assessment processes work in concert with one another as part of the Company’s overall risk monitoring and control activities.

STATEMENT ON INTERNAL CONTROL PURSUANT TO THE DUTCH CORPORATE GOVERNANCE CODE

Risks related to financial reporting include timeliness, accuracy, and implementation of appropriate internal controls to avoid material misstatements. During 2023, the Management Board conducted an evaluation of the structure and operation of the internal risk management and control systems. The Management Board discussed the outcome of such assessment with the Supervisory Board in accordance with the 2022 Dutch Corporate Governance Code. AMG’s Management Board believes the internal risk management and control systems in place provide a reasonable level of assurance that AMG’s financial reporting does not include material misstatements. In relation to AMG’s financial reporting, these systems operated effectively during 2023.

26 AMG | Statement of Responsibilities

The Management Board regularly assesses the effectiveness of the design and operation of the internal control and risk management systems.

Based on this report and in accordance with best practice provision 1.4.3 of the Dutch Corporate Governance Code as adopted on December 20, 2022, and effective as of January 1, 2023 ("the 2022 Code"), and article 5:25c of the Financial Supervision Act, the aforementioned assessment, the current state of affairs, the Management Board confirms that, to the best of its knowledge:

•the internal risk management and control systems of the Company provide reasonable assurance that financial reporting does not contain any material inaccuracies;

•there have been no material failings in the effectiveness of the internal risk management and control systems of the Company with regard to the risks associated with the strategy and activities of the Company and its affiliated business, including the strategic, operational, compliance and reporting risks;

•there are no material risks associated with the strategy and activities of the Company and its affiliated business, including the strategic, operational, compliance and reporting risks, or uncertainties that could reasonably be expected to have a material adverse effect on the continuity of the Company’s operations in the coming twelve months; and

•it is appropriate that the financial reporting is prepared on a going concern basis.

It should be noted that the above does not imply that these systems and procedures provide absolute assurance as to the realization of operational and strategic business objectives, or that they can prevent all misstatements, inaccuracies, errors, fraud and non-compliance with legislation, rules and regulations. Nor can they provide certainty that we will achieve our objectives.

27 AMG | Statement of Responsibilities

In view of all the above, the Management Board confirms that, to the best of its knowledge:

•the financial statements give a true and fair view of the assets, liabilities, financial position and profit or loss of the Company and of companies included in the consolidation;

•the management report provides a fair review of the position at the balance sheet date, the development and performance of the business during the financial year of the Company and its affiliated companies whose information is included in the annual accounts; and

•the management report describes the principal risks associated with the strategy and activities of the Company and its affiliated business, including the strategic, operational, compliance and reporting risks and uncertainties that the Company faces.

DR. HEINZ SCHIMMELBUSCH

ERIC JACKSON

JACKSON DUNCKEL

Management Board

AMG Critical Materials N.V.

March 13, 2024

AMG Vanadium – Zanesville, Ohio, USA

28 AMG | Report of the Supervisory Board

29 AMG | Report of the Supervisory Board

30 AMG | Report of the Supervisory Board

The Supervisory Board advises the Management Board and monitors the implementation of AMG’s sustainable long-term value-creation strategy, ensuring that all stakeholder interests are appropriately considered.

2023: GLOBAL INSTABILITY, PERSISTENT INFLATION, AND HIGH PRICE VOLATILITY

The year 2023 started on the back of a very strong performance by AMG in 2022, with record sales and profitability (adjusted EBITDA of USD $343 million, mainly caused by AMG Lithium results that were fueled by above average pricing). 2022 confronted AMG with an entirely new reality and set of challenges driven by Russia’s invasion of Ukraine, high inflation on a global scale and endangered energy security for many countries in Europe. The global economy in 2023 showed signs of improvement but the upturn remains weak, amid significant downside risks. Lower energy prices which have been helping to bring down headline inflation and ease strains on household budgets, and the earlier-than-expected reopening of China early in the year, all provided a boost to global activity. However, core inflation has been proving persistent and the impact of higher interest rates continues to be increasingly felt across the economy. These were the circumstances the AMG Management Board had to manage during most of 2023, including the fallout from the continuing conflict between Russia and Ukraine (which fortunately did not have a material impact on AMG's operations).

The AMG Management Board and the heads of its units continued to prioritize the health and safety of AMG’s employees throughout the year and concentrated on its growth projects with specific focus on progressing the Spodumene 1+ expansion in Brazil; progressing the construction of the Bitterfeld lithium hydroxide refinery; securing incremental lithium resources; the development and expansion the LIVA battery proposition; and the activities of the Shell & AMG Recycling joint venture in Saudi Arabia and Kuwait. AMG’s financial results for 2023 are in line with the record results of 2022 despite a severe downturn during 2023 of its key materials prices including lithium concentrate (spodumene) and vanadium. The Company can reflect on 2023 as a year that surpassed the prior record earnings in 2022 with adjusted EBITDA of $350 million, and record cash flow from operations of
USD $223 million.

The year 2023 was also highlighted by the introduction of the revised Dutch Corporate Governance Code that became effective as of January 1, 2023 (“the new Code”), replacing the Code that had been effective since 2016. The new Code continues to focus on the need for long-term value creation by companies and has mandated that this needs to be sustainable. Looking back on 2023,

the Supervisory Board can report that the Management Board and the management of its units and staff continued to do very well in weathering the disruptive economic environment that hit AMG’s global operations. Despite ongoing global geopolitical instability, volatility throughout the electric vehicle lithium battery chain, and various European countries nearing recession, the Supervisory Board is very pleased to report that during 2023 the Management Board maintained full control of and focus on its strategic agenda and achieved the best financial performance in AMG’s history.

TASKS AND RESPONSIBILITY

The Supervisory Board oversees the actions taken by the Management Board in determining the implementation of the long-term strategy and the general affairs of AMG. In doing so, the Supervisory Board focuses on the effectiveness of AMG’s internal risk management and control system and the integrity and quality of the financial system. The Supervisory Board also monitors compliance in a broader sense and is kept up to date on compliance incidents concerning AMG's Code of Business Conduct, including incidents pertaining to business integrity (fraud, bribery, conflicts of interest), HR issues (discrimination, harassment), EHS matters, and misuse of corporate assets (theft). The Supervisory Board is also responsible for determining the remuneration of the individual members of the Management Board within the context of the Remuneration Policy as adopted at the General Meeting
of Shareholders.

While retaining overall responsibility, it has assigned certain of its preparatory tasks to four committees: the Audit & Risk Management Committee; the Selection & Appointment Committee; the Remuneration Committee; and the Safety, Sustainability, and Science Committee; each of which reports on a regular basis to the Supervisory Board. The separate reports of each of these committees are included in this report.

SUSTAINABILITY, ESG, AND DOUBLE MATERIALITY

Since 2021, following the introduction in Europe in 2020 of the EU Taxonomy Regulation, AMG continues to build on the now widely accepted principle that enabling of CO2 reduction can be classified as an economic activity that significantly contributes to environmental objectives. The Supervisory Board witnessed and supported over the years the development and growth of AMG’s ECO2RP portfolio (as further explained in the Letter to Shareholders in this Annual Report) as one of the cornerstones of AMG's ESG

31 AMG | Report of the Supervisory Board

Strategy. In 2023, the Supervisory Board continued to fully support the Management Board’s approach to actively contribute to CO2 reduction on two levels, first by reducing its (Scope 1, 2, and 3) CO2 emissions through a variety of measures and target-setting; and second, by enabling its customers (i.e., end-users of its products and technologies) to reduce CO2 emissions by using AMG’s products through its ECO2RP portfolio. AMG believes that this two-pronged approach benefits all stakeholders, and the Supervisory Board is confident that AMG will be at the forefront of ESG developments as a result.

As first initiated in 2021, in 2023 the Supervisory Board also reviewed the climate change risks AMG is facing which are further discussed in the Sustainable Development chapter of this report. In its climate change risk assessment, AMG’s business operations and financial performance as pursued via AMG’s three segments, Clean Energy Materials, Critical Minerals and Critical Materials Technologies, are reviewed based on the notion that climate change has the potential to affect companies in two ways. First: physical risk, i.e., climate change – rising sea levels, extreme weather, water shortages – may directly (physically) threaten valuable company assets. Second: transition risk, i.e., global efforts to reduce CO2 emissions or otherwise mitigate the effects of climate change could affect the value of company assets in a major way. The Supervisory Board is discussing and monitoring how the reduction of CO2 emissions coupled with the increased deployment of clean and energy efficient technologies and their rapidly declining costs could impact AMG’s business operations and financial performance.

As another major and related initiative, AMG started the double materiality assessment of its operations, as required under the provisions of the Corporate Sustainability Reporting Directive (CSRD) that was implemented in the European Union and became effective on January 1, 2024. The CSRD signals a major milestone in sustainability reporting by medium and large-sized companies in the EU and will first be visible in AMG’s annual report for 2024. Double materiality measures the Impacts, Risks and Opportunities of the operations of a business enterprise, and classifies how information disclosed by a company can be material both in terms of its implications for the company's financial value as well as the impact on the world at large.

COMPOSITION OF THE SUPERVISORY BOARD

The Supervisory Board was first established on June 6, 2007, and currently consists of six members, as follows: Professor Steve Hanke (Chairman), Willem van Hassel (Vice Chairman), Herb Depp, Dr. Donatella Ceccarelli, Warmolt Prins, and Dr. Anne

Roby (the personal details of each member are included on the first two pages of this chapter). During the 2023 financial year, Professor Steve Hanke, Chairman of the Board, was reappointed as a member of the Supervisory Board (and Chairman) for a term of two (2) years to continue, amongst other things, to oversee, in tandem with the CEO, the critical growth and transition phase AMG is going through. Further, during the 2023 financial year, Mr. Herb Depp was reappointed as a member of the Supervisory Board for a term of two (2) years to continue his important work as Chair of the Remuneration Committee. For both Professor Hanke and Mr. Depp, these will be their final terms as members of the Supervisory Board. Finally, during 2023, the Supervisory Board welcomed Dr. Anne Roby who was appointed a member of the Supervisory Board for a term of four (4) years and the Board bid farewell to Ms. Dagmar Bottenbruch, who had served four (4) years as a member of the Supervisory Board and a member of the Remuneration Committee.

An important development in 2023 concerned the creation of a fourth standing Committee of the Supervisory Board - the Safety, Sustainability, and Science Committee (“3S Committee") - to enable the Board to better focus on the sustainability agenda of the Company, including the regulatory developments that comprise, amongst other things, the introduction of the EU Corporate Sustainability Reporting Directive in 2023. Dr. Roby was appointed Chair of this Committee with Mr. Prins serving as a member.

Since AMG is active in the supply of critical materials (including specialty metals and alloys), mining and capital goods, and operates in a difficult and unpredictable economic environment, the Supervisory Board believes that diversity in skills and experience is a key prerequisite for the performance of the Supervisory Board going forward. The Supervisory Board believes it has the right set of skills in place to take on the challenges facing AMG now and in the future. The Supervisory Board aims for an appropriate level of experience in technological, manufacturing, economic, operational, strategic, social, and financial aspects of international business, public administration, and corporate governance. The composition of the Supervisory Board must be such that the combined experience, expertise, and independence of its members enable it to carry out its duties. During 2023, all Supervisory Board members qualified as independent, as defined in the Dutch Corporate Governance Code. All current members of the Supervisory Board completed and signed a questionnaire to verify compliance in 2023 with the applicable corporate governance rules, including the Rules of Procedure of the Supervisory Board.

32 AMG | Report of the Supervisory Board

THE RESIGNATION SCHEDULE OF THE MEMBERS OF THE SUPERVISORY BOARD IS AS FOLLOWS:

At the Annual General Meeting (“AGM”) in May 2024, Dr. Donatella Ceccarelli will have served ten years on the Supervisory Board when her current term ends. The Board is very pleased that Dr. Ceccarelli has agreed to continue to serve on the Supervisory Board for a term of two (2) years, which will be her final term, in order to continue her critical role as head of the Audit & Risk Management Committee and oversee the transition process to a new external accountant as KPMG Accountants NV ("KPMG") will rotate out after completion of the audit for the year 2025 due to mandatory term limit regulations in the Netherlands. Therefore, the Supervisory Board will nominate Dr. Ceccarelli for reappointment by the General Meeting of Shareholders on May 8, 2024 as an independent member of the Supervisory Board for a term of two (2) years.

Given the rotation schedule of the Supervisory Board and the retirement of Professor Hanke and Mr. Depp in 2025, the Supervisory Board has resolved, in order to prepare for an orderly transition, to expand its resources in 2024 to create a Board with seven (7) members at the AGM in May 2024. The Supervisory Board is very pleased that Ms. Dagmar Bottenbruch, who stepped down from the Board for personal reasons and scheduling commitments in 2023, is prepared to re-join AMG’s Supervisory Board as an independent member, and to secure continuity given her past experience and successful track record as a Supervisory Board member and member of the Remuneration Committee until 2023. The Supervisory Board will therefore nominate Ms. Bottenbruch for appointment by the General Meeting Shareholders on May 8, 2024 as an independent member of the Supervisory Board for a term of four (4) years.

DIVERSITY

Since 2017, AMG has had a Diversity Policy in place that set out AMG’s views on Diversity. This Diversity Policy has been updated and amended and the amended Policy is effective as of the start of 2023, in order to be fully aligned with the latest developments and changes in the workplace and business environment that affects the AMG Group. The Management

Board and the Supervisory Board fully support the initiatives that have been reflected in the Diversity Policy of the Company.

Since May 2019, AMG has met its diversity objectives in terms of gender, having at least one third of the seats on the Supervisory Board be held by each gender. Regarding the Management Board, the Supervisory Board will continue to strive to reach the target. The Supervisory Board will carefully consider a candidate's personal qualities, including integrity, strong leadership, global experience, expertise in relevant areas, past accomplishments, understanding of the company, and adaptability in a changing world, when choosing members for the Management Board. Additionally, diversity in terms of factors such as age, gender, and professional and educational background are crucial factors in deciding on appointments for Management Board positions.

During 2023, AMG’s Management Board continued to oversee the Corporate Diversity Council that was established in 2021. The Diversity Council consists of 11 members from different departments and with varying backgrounds and experiences. The Diversity Council’s goal is to focus on creating awareness on diversity throughout AMG, initiate actions to drive diversity within AMG, and render ongoing advice to the Management Board and to the management of the units to monitor diversity at a variety of levels within the AMG Group.

Please refer to the extensive Diversity Report included in AMG’s Sustainable Development chapter of this Annual Report, explaining the actions taken by the Management Board with support of the Corporate Diversity Council and the targets set by the Management Board in 2023 as reported in 2023 to the Netherlands-based Sociaal-Economische Raad (SER) in view of recent Dutch legislation concerning diversity that became
effective in 2022.

SUPERVISORY BOARD MEETINGS

The Supervisory Board held 12 meetings over the course of 2023, all taking place by telephone or video conference, except for four physical meetings that took place in Amsterdam (the Netherlands) and in Wayne, Pennsylvania (USA). Eight of these meetings were held in the presence of the Management Board. All meetings were attended by all members, with the exception of Mr. Prins who missed two meetings.

Throughout 2023 AMG continued to be structured into three reporting segments: AMG Clean Energy Materials (CEM), AMG Critical Minerals (CMI) and AMG Critical Materials Technologies (CMT). Each of these segments addresses similar markets, applies similar business models, and has its own set of peers. In addition, each segment has products which enable CO2 reduction and contribute to AMG’s core ESG concept that is embodied by ECO2RP (Enabling CO2 Reduction Portfolio). AMG’s strategic

33 AMG | Report of the Supervisory Board

investments that drive earnings growth over the next decade are primarily focused on enabling CO2 reduction through both its products as well as its technologies.

The performance of these three segments were important topics for review by the Supervisory Board during its regular quarterly meeting together with updates of the Company’s strategic projects, its ESG agenda and updates about safety and the COVID-19 pandemic. In addition, recurring subjects, such as AMG’s financial position, objectives and results, the operating cash flow (OCF) development as well as the net debt situation of the Company; potential acquisitions and divestments; capital expenditure programs; succession planning and remuneration; legal and compliance review; operations review as well as regular review of the strategic objectives and initiatives of the Company; and the Company’s ongoing actions in the field of ESG and diversity in particular, were part of the agenda of the Supervisory
Board in 2023.

Financial metrics presented to the Supervisory Board to measure the performance of AMG included net income, earnings per share, adjusted EBITDA, financial leverage (net debt to adjusted EBITDA), working capital, liquidity, operational cash flow (OCF) and return on capital employed (ROCE). The Supervisory Board further discussed the top risks and risk profile of AMG’s business and operations and the assessment by the Management Board of the structure of the internal risk management and control systems, and any significant changes thereto, as well as the functioning of the internal audit function and of the external auditor, KPMG. As part of their audit, KPMG considered the internal control environment relevant to the preparation of the financial statements and assessed the design and implementation of the Company’s internal controls related to the risks of fraud identified in their audit (revenue recognition and management override of controls).

KPMG's main observations in the area of internal controls relate to the formally documented visible controls on posting of (manual) journal entries. To a certain extent, this is mitigated through management oversight and (informal) management review procedures. KPMG utilized a primarily substantive-based approach as part of the overall audit strategy. With respect to accounting estimates (which may require significant management judgment or involve complexity in the face of high levels of estimation uncertainty), KPMG reported that they assessed these accounting estimates as part of their audit procedures and concluded that the estimates are balanced.

Besides the scheduled meetings, the Chairman had regular contact with the Chief Executive Officer and the other members of the Management Board as well as senior executives of the Company throughout the year.

Throughout 2023, the Supervisory Board regularly reviewed and was regularly updated by the Management Board about the implementation of the long-term strategy of AMG, which was fundamentally renewed and approved by the Supervisory Board first in July 2016 and subsequently fine-tuned and updated during the following years. This strategy review took place on a continuing basis by way of strategy updates during the regular and incidental Board meetings in 2023, headed by the Chairman of the Management Board, in order to keep the Supervisory Board fully informed on the progress and financing of the strategy, as well as the principal risks related to the strategy. An important topic of review concerned the redefining of the corporate and governance structure of the AMG Group at the initiative of the CEO and Management Board, in view of the massive value shift towards clean energy materials (lithium and vanadium) and the need to have adequate access to capital markets to finance the investments needed for implementing the strategy and transparency for investors. All this resulted in a new corporate and governance structure that has become operational as of January 1, 2024, with three reporting segments in legally separate and stand-alone divisions (AMG Lithium, AMG Vanadium and AMG Technologies) which prepares AMG to execute on its strategic objectives that are firmly rooted in strong financial fundamentals.

Also, under the new corporate structure of the AMG Group, AMG’s core strategy continues to be based on a growth-driven long-term sustainable value creation approach that will be supported by the three newly created reporting segments. This updated structure will enable AMG to realize strategic, operational, and risk management synergies that will improve decision making, as well as strengthen the resiliency of the organization. Additionally, the new structure will create strategic flexibility for various forms of equity diversification.

Following a record-breaking performance during 2022, the exceptional performance in 2023 by the Clean Energy Materials segment (comprising AMG’s lithium, vanadium and tantalum businesses) continued to stand out, led by results from AMG’s lithium business that made up 68% of AMG’s total adjusted EBITDA in 2023 (compared to 63% in 2022). The market circumstances were however much different from 2022, as shown by a very sharp decline in price levels, especially affecting lithium concentrate and vanadium, from the third quarter of 2023 onwards. The Chinese economy stalled in 2023, the entire lithium value chain experienced high inventory levels, and the continuing inflationary pressure and geopolitical situation caused uncertainty in the markets. Despite all that, the Management Board continued its strong focus on driving the key strategic projects of the Company which included: i) progressing the expansion of the spodumene producing Mibra mine in Brazil and progressing the planning and financing of a Brazilian technical-grade lithium

34 AMG | Report of the Supervisory Board

hydroxide plant; (ii) the advancement of the search for lithium resource projects as evidenced by the signing of a 25% investment in Zinnwald plc, the signing of an MOU with Lagoa, signing a contract with General Lithium to toll process our spodumene, and pursuing discussions with various possible lithium resource partners; (iii) progressing the Supercenter recycling project in Saudi Arabia via its joint venture SARBV; iv) progressing the lithium hydroxide upgrader plant in Bitterfeld, Germany, that is on course to ramp up on schedule; and (v) progressing the marketing, expansion and operation by AMG LIVA of its industrial battery solution (referred to as Hybrid ESS), that was first introduced in 2022 (HESS is an ecosystem combining lithium-ion and vanadium redox flow batteries with artificial intelligence routines and self-learning algorithms).

These developments are all examples of the evolution of AMG’s strategy towards a focus on markets directly relating to E-mobility, Circular Economy, and Industrial Batteries. The Supervisory Board was fully briefed about these strategic developments and the financial and risk implications thereof for the company.

Please refer to the Chairman of the Management Board’s Letter to Shareholders in this Annual Report for an update and overview of AMG’s strategy and its implementation thereof going forward.

As a result, 2023 was a very good year despite the unpredictable economic environment, with financial results exceeding the record adjusted EBITDA achieved in 2022, and enabled the Management Board to pursue its strategic objectives and projects without delay.

Because in 2022, the annual self-evaluation process by the Supervisory Board took place with the assistance of an external facilitator, in line with the Board’s policy to use the services of external facilitators for this process once every three years, the self-evaluation process in 2023 was carried out informally under the guidance of the Chairman. All Board members received and completed a comprehensive questionnaire, which concerned, among other things, the Board members’ mutual interaction; their interaction with the Management Board; the functioning of the Supervisory Board Committees; and the desired profile and competencies of the Supervisory Board. During an executive session of the Supervisory Board held on November 6, 2023, the Chairman shared and discussed the results with the Board members, and the Supervisory Board concluded, based on the findings and the results of the questionnaire, after ample discussion, that the Board, its Committees and individual members have been functioning very well during 2023. The Chairman recorded that the conclusions following from the review closely resembled the conclusions reached by Dr. Peij during his 2022 evaluation (as referenced in the 2022 Annual Report), including high praise for the quality of discussions about strategy, risk, control, and ESG; the professionalism of the Management

Board and Supervisory Board members; and the work of Board Committees. During the evaluation session, the Board had a lively discussion about the role of supervisory boards in general and how such boards should fulfill their tasks and what that means for the frequency of interaction between the Chairman and his fellow Board members (on an individual basis) outside Board meetings, and whether it would be desirable from that perspective if Board members would visit operating units of the company, and/or engage with senior managers of such units outside organized visits or engagements where the full Board is attending. Upon ample discussion and having heard the opinion of the CEO on this matter, the Board endorsed the Chairman’s views that such visits and engagements, outside of scheduled Board meetings, should only take place by exception in special circumstances.

Also on November 6, 2023, the Supervisory Board (without the presence of the Management Board) met and reviewed the performance of the Management Board and its members over the past twelve months. During this meeting, the Supervisory Board discussed and unanimously adopted the recommendation of the Selection & Appointment Committee, which had based its findings on the results of the Company and feedback from senior management within the AMG Group. The Supervisory Board was impressed by the persistent focus on operational performance, costs and cash flow, and on the implementation and monitoring by the Management Board members of the strategic objectives during unsettling economic circumstances. The Committee concluded that the functioning of the Management Board and its individual members during the review period qualified as very good, despite the ongoing uncertainty caused by the unpredictable economic environment, geopolitical tensions, extreme price volatility, and inflationary pressure. Throughout the review period, the Board kept focus and concentrated on its growth projects with specific focus on the completion of the Ohio II facility (AMG Vanadium), that occurred on time and on budget; progress of the Spodumene 1+ expansion in Brazil; progress of the construction of the Bitterfeld Lithium Hydroxide refinery; securing incremental lithium resources; the development and expansion of the LIVA battery proposition; and the activities of the Shell & AMG Recycling joint venture in Saudi Arabia and Kuwait. AMG’ s financial results for 2023 have exceeded the record results of 2022, despite a severe downturn during 2023 of prices of its key materials, including spodumene and vanadium.

SHARES HELD BY MEMBERS OF THE
SUPERVISORY BOARD

As of December 31, 2023, the members of the Supervisory Board held 242,043 shares in the Company. Of that number, 91,270 shares were awarded as part of their annual remuneration.

35 AMG | Report of the Supervisory Board

COMMITTEE REPORTS

The Supervisory Board has four standing committees: the Audit & Risk Management Committee; the Selection & Appointment Committee; the Remuneration Committee; and the Safety, Sustainability, and Science Committee.

REPORT OF THE AUDIT & RISK MANAGEMENT COMMITTEE

COMPOSITION: DR. DONATELLA CECCARELLI (CHAIR), MR. WILLEM VAN HASSEL, AND MR. WARMOLT PRINS

The Audit & Risk Management Committee is responsible for, among other things, the review of 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 monitors and reviews the Company’s internal audit function and, with the involvement of the independent external auditor, focuses on compliance with applicable legal and regulatory requirements and accounting standards.

The Audit & Risk Management Committee met in person and by video conference seven times during 2023 (compared to six times in 2022), including its meetings to review and approve annual and interim financial reports and statements of the Company, and reported its findings periodically to the plenary meetings of the Supervisory Board. All members of the Audit & Risk Management Committee attended all meetings.

The structure, process and effectiveness of the Company’s internal risk management and control systems and the accompanying risk reports from the Management Board were regular topics of discussion at the Audit & Risk Management Committee meetings. Others included the Internal Audit plan prepared by the Internal Auditor of AMG and the External Audit plan prepared by KPMG (see the chapter on Corporate Governance). Additional topics discussed were internal audit reports of the various units within the group and the identified risks per entity, summarized in the top risks of the Company; quarterly financial results; liquidity and cash situation; credit facility and arrangement with the Company’s major banks; insurance; environmental risk; status of the IT and cybersecurity controls within AMG; compliance and Code of Business Conduct review program; foreign currency exposure and hedging policies; tax structuring and spending approval matrices; risk management reports; ESG requirements; and litigation reports.

AMG’s Internal Auditor maintained regular contact with the Audit & Risk Management Committee and the external auditors of the Company. The Audit & Risk Management Committee did meet with the external auditors without any member of the Company’s Management Board or financial and accounting staff present
in May 2023.

At all regular Audit & Risk Management Committee meetings, an important agenda item concerned the review of the Quarterly Risk Report that was prepared by the Management Board as further explained in the Risk Report section of the Annual Report. During that agenda item, all Management Board members joined the Committee meeting to explain the Risk Report, and to update the Committee members about any changes in the risk profile
of the Company.

The Audit & Risk Management Committee discussed with KPMG the findings from the 2022/2023 audit of the 2022 Financial Statements and reviewed the contents and key audit matters of the 2023 Independent Auditor’s Report of KPMG and reported on this matter to the plenary meeting of the Supervisory Board. In 2023 the external audit fees amounted to $3.094 million for audit and related services performed by the statutory auditor. Present at all regular meetings of the Audit & Risk Management Committee were the Chief Financial Officer, Chief Controller, and the Internal Auditor. KPMG was present at all these meetings, while at most meetings, the Chief Compliance Officer was also present.

As reported before in 2022, the Management Board also in 2023 identified the importance of IT and cybersecurity risks for AMG and the operation of its business units. Based on a review performed by an external cybersecurity consultant company, a comprehensive action plan was defined. AMG’s IT departments and their management are responsible for implementing the needed actions. The progress is monitored by the global Information Security Officer (ISO). The action plan and the progress are regularly presented to the Management Board and the Audit & Risk Management Committee. The Supervisory Board receives a summary of all actions.

The Internal Auditor at AMG reports to the Audit & Risk Management Committee and to the Management Board and operates on the basis of an Internal Audit plan approved by the Audit & Risk Management Committee, the Management Board, and the Supervisory Board. The Internal Audit plan is risk-based and comprises units and subsidiaries of the AMG Group with a focus on operational, financial, compliance, and
cybersecurity risks.

The Internal Audit function closely cooperates with the external auditors of the Company and was present at all meetings of the Audit & Risk Management Committee of the Supervisory Board.

36 AMG | Report of the Supervisory Board

Recently a third-party audit company reviewed AMG’s Internal Audit function against the International Professional Practices Framework (“IPPF”) of the Institute of Internal Auditors (“IIA”). In addition to the request of the IIA, the review is also listed in the Dutch Corporate Governance Code and should be executed once every 5 years. Like in 2019, AMG’s Internal Audit function once again received the highest rating.

SELECTION & APPOINTMENT COMMITTEE

COMPOSITION: PROF. STEVE HANKE (CHAIR) AND DR. DONATELLA CECCARELLI

The Selection & Appointment Committee is responsible for: (i) preparing the selection criteria, appointment procedures, and leading searches for Management Board and Supervisory Board candidates; (ii) periodically evaluating the scope and composition of the 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 & Appointment Committee held two regular meetings during 2022, in addition to various informal meetings between the committee members who also had contacts with the Chairman of the Management Board and other members of the Supervisory Board and reported its findings to the Supervisory Board. In these meetings, all committee members were present. In its succession planning for the Management Board and Supervisory Board, the Committee takes into account the profile set for new members as well as the diversity policy of the Company as explained earlier in this chapter, bearing in mind the need to have in place at all times the right set of skills and experience on the Board. During 2023, the committee continued its succession planning process to identify adequate candidates for the Supervisory Board, based on the approved profile.

Also during 2023, the Committee continued the succession review of the Management Board that had been initiated back in 2020 given that in 2021, the term of Mr. Eric Jackson as COO was renewed by four years until 2025, and the term of Dr. Heinz Schimmelbusch as CEO was renewed by two years until 2023. As extensively explained at earlier occasions, the Supervisory Board highly values the leadership of Dr. Heinz Schimmelbusch as CEO and Chairman of the Management Board since he is the key driver of the strategic agenda of the Company and the implementation thereof. Hence, as reported in the 2022 Annual Report, after extensive deliberations, the Supervisory Board nominated Dr. Schimmelbusch, who was reappointed by the General Meeting of Shareholders as Chairman of the Management Board and CEO for a period of two years at the Annual General Meeting in May 2023.

On Management Board succession, the Committee had otherwise regular consultations and exchanged views with Dr. Heinz Schimmelbusch, given his long-standing executive, leadership and industry experience since he founded AMG in 2006, about future candidates that would qualify for Management Board positions in view of the changing strategic dynamics of the Company. Dr. Schimmelbusch explained that within the three reporting segments, AMG is building a solid base of human capital of in-house senior managers of excellent quality.

As regards its own succession, the Supervisory Board was faced with three vacancies in 2023. It had already agreed in 2022 to nominate both Professor Hanke, Chairman of the Supervisory Board, and Mr. Depp, Chair of the Remuneration Committee, to be reappointed for their final terms of two years each at the Annual Meeting in May 2023. Both Professor Hanke and Mr. Depp were reappointed as independent members of the Supervisory Board by the General Meeting of Shareholders in May 2023 for terms of two years each. Ms. Dagmar Bottenbruch had regretfully indicated that she would not be available for another four-year term, after her term ended in May 2023, due to her busy schedule and other priorities. The Supervisory Board was very pleased to welcome Dr. Anne Roby who had agreed to serve on the Supervisory Board and was appointed by the General Meeting of Shareholders in May 2023 as a member of the Supervisory Board for a term of four years.

REMUNERATION COMMITTEE

COMPOSITION: MR. HERB DEPP (CHAIR) AND DR. ANNE ROBY

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 the Supervisory Board and preparing decisions for the Supervisory Board in relation thereto. This responsibility includes, but is not limited to, the preparation and ongoing review of: (i) the remuneration policy as adopted by the General Meeting of Shareholders; and (ii) proposals concerning the individual remuneration of the members of the Management Board to be determined by the Supervisory Board.

The Remuneration Committee met four times in 2023, in addition to various informal discussions among its members, the other members of the Supervisory Board, the Chairman of the Management Board and the Chief Financial Officer, and the executive compensation consultant (Mercer) hired by the Supervisory Board. In these meetings, all committee members were present.

37 AMG | Report of the Supervisory Board

The revised Remuneration Policy for the Management Board, in effect since 2021, contains a 70-30 percentage split between financial and non-financial targets for the short-term incentive (bonus) component of the compensation. Financial targets are set based on scenario analysis and are comprised of 35% adjusted EBITDA and 35% Operating Cash Flow. Non-financial targets saw a split between ESG related targets (20%) and personal objectives (10%). As in 2022, in 2023, the ESG related targets concerned CO2 enabling, lost time incident rate and a third new target that concerns a CO2 intensity target that is similar to the target used by AMG (and the banks) in the Sustainability Linked Loan documentation that is part of the new credit facility for the AMG Group that was concluded in 2021. Both the ESG related targets, as well as the personal objectives and results, are discussed in the Remuneration Report for 2023 that follows hereafter.

During 2023 an important topic for discussion at the Committee meetings concerned the review and adjustment of the base salaries of the members of the Management Board. The base salary review for the CEO was long overdue (the last time was 2007) and given the strategic agenda of the Company and the highly competitive environment in particular for the senior leadership of the Company’s lithium unit, the Committee recommended and the Supervisory Board approved substantial increases in the base salaries of the Management Board members with effect as of July 1, 2023. Please refer to the Remuneration Report for 2023, included after this chapter, for a detailed review and background on the change in base salaries. Another important topic during 2023 concerned the review of the compensation for the Supervisory Board members, as the Remuneration Policy for the Supervisory Board had last been approved in May 2020 and would hence be on the agenda of and for approval by the General Meeting of Shareholders in May 2024. The Supervisory Board in its meeting of November 2023 unanimously endorsed the recommendation of the Committee, to continue the Remuneration Policy for the Supervisory Board unchanged, and to ask at the General Meeting of Shareholders in May 2024 to extend the existing Remuneration Policy for another period of four years.

Further, the Chair of the Remuneration Committee met with the Chairman of the Management Board during the beginning of 2023 to learn about the views of the Management Board members regarding the amount and structure of the Management Board’s own compensation – as renewed under the 2021 Remuneration Policy – in view of best practice provision 3.1.2. of the Dutch Corporate Governance Code.

2023 REMUNERATION REPORT

See the following chapter containing the Remuneration Report for 2023 for further detail.

SAFETY, SUSTAINABILITY, AND SCIENCE COMMITTEE (3S COMMITTEE)

COMPOSITION: DR. ANNE ROBY (CHAIR) AND MR. WARMOLT PRINS

The 3S Committee was created in 2023 and held its inaugural meeting in the presence of the Management Board members and the head of EHS of the Company, on July 26, 2023. At this meeting the Charter of the Committee was discussed and finalized and thereafter approved by the Supervisory Board.

The Committee is responsible for oversight and review of (i) safety matters, including safety performance and technology to enhance safety performance; (ii) sustainability and environmental matters, including policies and practices and reporting obligations under prevailing EU regulations (CSRD) as well as climate change impact reporting; (iii) science matters, including use of technology to further business strategy, monitor R&D efforts, evaluate potential disruptive technologies; and (iv) providing input and guidance to the Audit & Risk Management Committee on certain enterprise risks, including risk management processes relating to safety, sustainability and science matters.

The Committee held two meetings in 2023 (including the inaugural meeting). Matters discussed concerned the areas where there will be overlap with the Audit & Risk Management Committee, where it was agreed between the two Committees that Mr. Prins, being a member of both Committees, would act as a natural liaison and who could call for a joint Committee meeting if appropriate. Further matters that were discussed included, amongst others, safety culture and indicators, and progress with CSRD reporting for which PWC has been hired to assist in, among other matters, the double materiality assessment and the report of site visit by the Chair to the new AMG Vanadium Zanesville plant.

APPRECIATION FOR THE MANAGEMENT BOARD AND THE EMPLOYEES OF AMG

The Supervisory Board would like to thank the Management Board for its dedication and outstanding efforts in 2023 in leading the Company, as they continued to weather a highly volatile and complex economic environment. The Management Board continued to focus not only on its operational and financial performance during the year, but also on sustainable long-term value creation amid the challenges presented by the generally

38 AMG | Report of the Supervisory Board

volatile global economic and geopolitical environment as highlighted by continuing price volatility, inflationary pressures, and an increase of armed conflicts that fuel uncertainty. The Supervisory Board would also like to thank all the employees of AMG for their continued commitment to the Company’s success and well-being.

ANNUAL REPORT 2023

The Annual Report and the 2023 financial statements, audited by KPMG, have been presented to the Supervisory Board. The 2023 financial statements and the Independent Auditor’s Report with respect to the audit of the financial statements were discussed with the Audit & Risk Management Committee in the presence of the Management Board and the external auditor. The Supervisory Board endorses the 2023 Annual Report and recommends that the General Meeting of Shareholders adopt the 2023
financial statements.

SUPERVISORY BOARD

AMG CRITICAL MATERIALS N.V.

PROFESSOR STEVE HANKE, CHAIRMAN

WILLEM VAN HASSEL, VICE CHAIRMAN

HERB DEPP

DR. DONATELLA CECCARELLI

WARMOLT PRINS

DR. ANNE ROBY

March 13, 2024

39 AMG | Remuneration Report

Dear Shareholder, as Chairman of the Remuneration Committee of the Supervisory Board, I am pleased to present the 2023 Remuneration Report of AMG Critical Materials N.V.
(“the Company,” “AMG NV” or “AMG”).

AMG's shareholders voted in favor of our Remuneration Report in 2023 with 92.74% approval. We thank our shareholders for their support. Our Supervisory Board remains committed to shareholder engagement and will continue to engage with shareholders on our decision-making in the future.

STRATEGIC AND FINANCIAL OVERVIEW

In 2023, AMG concluded its second consecutive year of all-time best financial results as shown in the graph below:

AMG ADJUSTED EBITDA, 5-YEAR, & 10-YEAR COMPOUND ANNUAL GROWTH RATES (CAGR)

As a result of the fundamental strategic decisions the Management Board has made, adjusted EBITDA increased from a 5-year average of $92 million prior to 2018 to over $343 million in 2022 and $350 million in 2023, representing compound annual growth of 30% over the past 5 years and 17% over 10 years. At the same time, cash flow from operating activities increased from a 5-year average prior to 2018 of $77 million to $168 million in 2022 and $223 million in 2023, representing compound annual growth of 48% over 5 years and 10% over 10 years. This phenomenal growth was driven by the creation of a new lithium business and the expansion of the existing vanadium business, generating $693 million of adjusted EBITDA and $391 million of operating cash flow over the past 2 years.

This new platform for growth - the combined lithium and vanadium business - accounted for 84% of AMG’s 2023 adjusted EBITDA, up from 30% in 2019.

AMG'S CHANGE IN SEGMENTAL SHARE OF ADJUSTED EBITDA

40 AMG | Remuneration Report

During the past 10 years, the AMG Management Board has spearheaded strategic change at AMG by making significant investments and creating robust growth platforms that will continue to provide growth for AMG over the next decade.

AMG  MANAGEMENT BOARD FUNDAMENTAL STRATEGIC DECISIONS

Each of these strategic decisions detailed above were the result of a long decision-making process and extensive study, and all of them either laid the groundwork for the current adjusted EBITDA growth or created a platform for future growth:

•AMG Lithium is currently larger in adjusted EBITDA terms than all of AMG prior to 2021. This business will now be a standalone division at AMG, and includes a significant growth platform in Germany, where AMG will become the first European producer of battery grade lithium hydroxide when our plant in Bitterfeld, Germany starts up in 2024;

•AMG Vanadium doubled its ferrovanadium capacity in Ohio; formed a JV with Shell named Shell & AMG Recycling B.V. to expand vanadium production from refinery waste in the Middle East; and expanded its production capacity of titanium alloys and vanadium electrolyte to service the emerging vanadium redox flow battery industry;

•AMG Technologies created a new business unit, LIVA, which is building grid scale batteries to balance the production of

    renewable energy for industrial and utility customers; and continued to expand its considerable IP footprint with a synthetic graphite vacuum furnace system.

None of these three strategic growth platforms existed 10 years ago, and all of them represent significant future growth for AMG.

INCREASE IN BASE SALARY LEVELS

Given the above, the Remuneration Committee reviewed the Management Board’s overall remuneration packages. They took into account the significant increase in the size, complexity, and management intensity of AMG, as well as the outstanding financial performance and strong future growth prospects that the Management Board’s strategy has generated. In addition, the Remuneration Committee recognized that this outstanding performance coincided with both excellent performance in safety and leading performance in reducing AMG’s carbon footprint and developing innovative solutions which enable the energy transition. The AMG Supervisory Board agreed with the recommendation by the Remuneration Committee and approved the following salary increases to the Management Board effective July 1, 2023:

1. Implemented July 1, 2023

2. Effective per annum increase since joining AMG, including the salary increase. Joining dates are July, 2007, at IPO, for Schimmelbusch and Jackson, and January, 2016 for Dunckel.

The Committee believes that these increases are appropriate for a number of reasons:

1. Material Change in Business Scope and Management Intensity

As detailed above and in the letter from the CEO and Chairman of the AMG Management Board, AMG has experienced a material change to its business both in terms of its complexity, scope, and management intensity, as well as in terms of its future growth opportunities. In addition, as detailed above, AMG has had exceptional financial performance.

2. Management Board members have received limited increases over their tenures

Heinz Schimmelbusch, the founder of AMG and our current CEO and Chairman of the Management Board, has been in this role since the 2007 Initial Public Offering of AMG, and has to date never had a salary increase.

41 AMG | Remuneration Report

•The increase is equivalent to a 2.2% increase per annum over the past 16 years.

•In comparison, the average annual US CPI over that time period was 2.4% and median US CEO salaries grew by 2.7% over the same period.1

•If Dr. Schimmelbusch had received salary increases in line with CPI over the 16 years, the cumulative additional costs to shareholders would have been $4 million of salary alone.

The other two Management Board members had their salaries increased commensurate with the increase of the CEO’s salary. This was the CFO’s first increase since joining in 2016, and the COO’s first increase since 2019.

3. Overall Compensation Relative to Peers

With the adjustments in base salary, overall 2024 compensation at target – including short and long-term incentives, which are not changing as a percentage of salary – is positioned just above the Committee’s target of 50th – 75th percentile versus its Compensation Peers (unchanged from 2022 and further discussed in the Remuneration Report) which the Committee considers is justified by AMG’s very strong financial performance and the establishment of multiple new growth platforms.

1. Median CEO salaries at the largest 1,500 publicly listed companies in the US as measured by the Copenhagen Business School.

PENSION ALIGNMENT

In addition to the salary increase, the Committee aligned all three Management Board members’ pensions at 50% of the average of the last three years of each executive’s annual base salary only1. As disclosed in the 2021 Remuneration Policy, this payout structure was the target for the entire Management Board, but the legacy pension arrangements were structured differently. The Committee decided to equalize the pension structure of all three Management Board members, with the only difference being that the CEO will receive a pension for life, and the CFO and COO will receive pensions until 88 years of age. The rationale for equalizing the Management Board pensions was to ensure equal treatment post retirement as was the original intent of the policy. The result of these changes was a one-time pension expense of $5.3 million. Whilst this is a high figure, we would note that the ongoing annual pension expense will be below $1 million per year.

1. The executives are not able to draw a pension until retirement, and the value of the pension is not adjusted for late retirement. Please see "Pension and Retirement Benefits" below for more details on the changes to the
pension plan.

2023 PERFORMANCE AND REALIZED PAY

Despite delivering in 2023 the highest adjusted EBITDA and Operating Cash Flow in its history, the Management Board did not achieve the stretch targets established by the Remuneration Committee. The adjusted EBITDA target was $409 million, $67MM

and 19% higher than 2022’s all-time high result. Actual adjusted EBITDA was $350 million, due mainly to lower lithium prices than planned, resulting in a payout of 86% for this metric. The Operating Cash Flow target was set at $133 million, or 20% below the 2022 realized figure due to the working capital increase associated with the start up the Lithium Hydroxide plant in Bitterfeld, Germany. The very strong 2023 result of $223 million of Operating Cash Flow resulted in a payout of 200% for this metric, driven by significantly lower than planned lithium prices, lower than anticipated tax payments, and lower prices and strong working capital management across the AMG portfolio.

In terms of ESG measures, AMG Management delivered another strong safety record which was 58% better than industry averages. In addition, the CO2 intensity of its operations was reduced significantly and the targeted tons of CO2 enabled products
was exceeded.

In terms of 2023 realized pay, the Management Board will receive a cash bonus at 144% of target. This bonus award reflects very strong performance and the stretch targets that Remuneration Committee set, in particular the adjusted EBITDA target of $409 million.

As of December 31, 2023, the PSU payment for 2023 will be zero due to the decline in AMG’s share price precipitated by the fall in lithium prices, resulting in a low relative total shareholder return performance of AMG shares versus its peers.

2021 REMUNERATION POLICY CHANGES

In closing, I would like to remind our shareholders of the significant changes AMG made to its remuneration policy in 2021 as we strove to meet the evolving best practices of corporate governance:

•Reducing the maximum Annual Bonus opportunity from 300% of target to 200% in line with best practice.

•Introducing quantifiable, verifiable, and strategically aligned ESG targets to our Annual Bonus award at a weighting of 20%.

We also simplified the Long-Term Incentive Plan and aligned it to best practice, taking into account investor feedback, as follows:

•Share options are no longer awarded. All awards are in the form of performance share units (“PSUs”).

•PSUs feature a 3-year performance period and an additional 2-year holding period in line with the Dutch Corporate Governance Code.

•Payouts are based 100% on relative Total Shareholder Return versus the global sector peers we utilize to benchmark Management Board pay.

•There is no vesting of the PSUs for performance below the 50th percentile. This is in line with best market practice and a more stringent requirement than is typical in the US market and

42 AMG | Remuneration Report

•means that there is a significant probability of a zero payment (as is the case for the cycle that has just completed).

All of these changes were made with direct input from shareholders, proxy advisors, and corporate governance experts, and the 2021 Remuneration Policy received 88.4% of the shareholder vote in 2021. As we prepare to refine our remuneration policy in 2025, we look forward to receiving your feedback on the compensation changes I have outlined above and we welcome any suggestions regarding the 2025 remuneration policy. Please reach out to Michele Fischer, our Senior Vice President of Communications, with any feedback. She can be reached at mfischer@amg-nv.com.

On a final note I wish to refer to the Remuneration Policy for the Supervisory Board at the end of this chapter, which was approved by the shareholders in 2020 and will be up for approval again at the Annual Meeting in May 2024. The Supervisory Board proposes to continue the current Remuneration Policy for another period of four (4) years unchanged.

On behalf of AMG, the Supervisory Board and its Remuneration Committee, I would like to thank you for your continued support and feedback.

Sincerely,

Herb Depp,

Chairman of the Remuneration Committee

INTRODUCTION

This Remuneration Report for 2023 should be read in conjunction with the Remuneration Policy for the Management Board that was accepted by the shareholders at the 2021 Annual General Meeting. It reflects those disclosure changes that were mandated by the European Shareholder Rights Directive (“SRD”) in 2019. Regarding the Supervisory Board, its Remuneration Policy was approved by the shareholders at the 2020 Annual General Meeting and this Report also contains the Remuneration Report for the Supervisory Board for
the year 2023.

This Remuneration Report details 2023 realized pay in line with the Remuneration Policy for the Management Board and our intentions for 2024 remuneration.

MANAGEMENT BOARD COMPENSATION PHILOSOPHY AND PRINCIPLES

AMG COMPENSATION PHILOSOPHY

The AMG Values (safety, value creation, respect for people, protection of our planet, and integrity) are the foundation of AMG’s ambition to be a leader in the field of critical materials and engineering services. These values underpin

the assessment of overall performance for Annual Incentive Payments across the Company.

AMG’s strategy is to be at the forefront of critical material technologies which target clean energy and energy efficiency and ultimately reduce CO2 production.

The Remuneration Policy and the performance measures included within it endeavor to align AMG’s performance targets with AMG’s long-term strategic objectives and AMG’s Values, and in so doing, support the generation of sustainable long-term stakeholder value, in line with the revised Dutch Corporate Governance Code that became effective in 2023.

To this end, AMG focuses on pay for performance: AMG’s variable compensation is tied directly to the achievement of strategic targets. The performance measures focus management on the delivery of a combination of robust key performance indicators relating to the annual performance of the Company, and on long-term share price appreciation. AMG has concluded that this combination of annual key performance indicators and long-term share price appreciation align well with shareholder value creation.

AMG believes that shareholder value creation is an important pillar to creating long-term, sustainable stakeholder value. AMG’s Remuneration Policy incentivizes the Management Board to focus on the other key pillars of sustainable stakeholder value creation: employees must be motivated to work in an environment that puts safety first, and the Company must consider the best interests of the surrounding community, customers, suppliers, service providers, financial institutions, and government agencies. AMG’s nonfinancial performance measures focus management on delivering leadership in strategic projects and in long-term sustainability by targeting a specific set of goals including CO2 abatement, safety, environmental stewardship, diversity, human resource development, and risk management.

AMG targets a Remuneration Policy that is balanced between financial metrics, strategic objectives, and protecting stakeholder values. In addition, AMG targets a total compensation package that is sufficient to attract and retain key management
team members.

COMPETITIVE ENVIRONMENT AND PEER GROUP

From the inception of AMG in 2007, the Supervisory Board has adopted a US-centric approach towards executive remuneration, but with due regard to the prevailing Dutch corporate governance environment. This US focus is due to the location of AMG’s operational headquarters in the US and the fact that all of its Management Board members have been and continue to be US residents. AMG is mindful of the views of society about the level and structure of remuneration for its senior leadership and AMG continues to inform itself about those views in the major countries in which it is operating like the United States, Germany,

43 AMG | Remuneration Report

Brazil, and the United Kingdom. Although AMG has no operational activities in the Netherlands, it continues to take into account the Dutch perspective since its head office is located and its shares are listed in Amsterdam.

The AMG group of companies competes throughout the world for business and for talent. Given its size and the diversity of its business, it must compete for superior talent with corporations of considerable scale. Therefore, AMG must provide top talent with roles that are challenging and motivating in a fast-paced environment and offer very competitive reward opportunities for superior performance.

In establishing the 2023 remuneration, the Supervisory Board considered multiple scenarios of how the remuneration components would be affected given different sets of circumstances, including one in which incentive plan thresholds were not achieved.

Every year, the Remuneration Committee of the Supervisory Board reviews, confirms and uses an executive compensation peer group for benchmarking purposes. During 2023, the Supervisory Board utilized a peer group that was established with the assistance of our independent adviser Mercer Limited (“Mercer”) in 2021. This peer group features 12 of 17 peers which are listed and domiciled in Europe and has been used for the basis of reviewing our Remuneration Policy and how we will implement it in 2023.

The peer group used in 2023 consists of the following companies:

1.Allegheny Technologies Inc*

2.AMAG

3.Aperam

4.Bodycote

5.Carpenter Technologies*

6.Commercial Metals*

7.Constellium*

8.Elementis

9.Eramet

This peer group is an important yardstick for the Supervisory Board in determining performance by the Company and setting compensation for the Company’s Management Board.

SUMMARY: REMUNERATION POLICY

FIXED PAY SUMMARY

1.Salary changes were implemented July 1, 2023

10. Ferrexpo

11. Hill & Smith

12. Materion*

13. OCI N.V.

14. Outokumpu

15. Salzgitter

16. SGL Carbon

17. Vallourec

*Denotes a US Listed Peer

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ANNUAL BONUS

The CEO’s target bonus will be 85% of base salary and the COO’s and CFO’s will be 65% of salary. As per the approved policy, the maximum opportunity is 200% of target in line with best practice.

The 2021 remuneration policy replaced ROCE with adjusted EBITDA as a financial measure because of the very heavy CapEx schedule the Company is engaged in. The rationale for the change was that setting low ROCE targets due to the increase in capital employed would not provide a challenging enough target for Management and did not represent the strategy the Management Board presented to shareholders to deliver the growth targets as expeditiously as possible.

PERFORMANCE SHARE UNITS

In line with the 2021 Remuneration Policy, the Long-Term Incentive Plan is now called the Performance Share Unit Plan. PSUs will be granted based on a Euro face value amount which is approximately 185% of 2024 salary for the CEO and 90% of 2024 salary for the CFO and COO, but the actual figure will fluctuate based on exchange rates. The maximum opportunity will continue at 175% of target.

Performance will continue to be measured over a three-year period. In addition, a two-year holding period of the number of post-tax shares awarded under the PSU plan applies to all PSUs.

The vesting value for the 2024 grant will be based on the TSR performance over three years and will utilize the average share price over the 30 trading days prior to year-end 2023 versus the average share price over the 30 trading days prior to
year-end 2026.

The 2021 policy removed the ROCE hurdle for the PSUs in line with the change in financial measures for the annual bonus discussed above. However, the Supervisory Board may apply judgement where necessary to ensure approved vesting levels are representative of actual, overall Company performance including (but not limited to) the level of profit achieved and aim to manage risk in line with integrating business ethics and compliance.

VARIABLE AWARD OPPORTUNITIES

1.Salary post July 1, 2023

COMPENSATION GOVERNANCE SUMMARY

Performance will be measured solely based on relative TSR versus the peer group utilized to benchmark Management Board compensation. The vesting schedule for awards after 2021 is shown below—the maximum opportunity is only available with outperformance at the 90th percentile, and unlike the old policy, there will no longer be any vesting for below-median performance.

RELATIVE TSR— VESTING SCHEDULE

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2023 MANAGEMENT BOARD COMPENSATION

2023 AND 2022 REALIZED PAY FOR THE MANAGEMENT BOARD

1.Calculated based on the new salary levels.

2.The 2021—2023 PSUs did not meet the performance criteria and therefore vested with a performance multiplier of 0.0x. Option value detail is described on the following pages.

3.In 2023, other income includes a one-time cost of life insurance for the CEO and COO.

BASE SALARY

As detailed above in the Remuneration Chairman’s letter, the Management Board received salary increases as of July 1, 2023. The full year effect of these salary increases is detailed below, and the rationale is explained in the Chairman of the Remuneration Committee’s letter.

1. Implemented July 1, 2023

2. Effective per annum increase since joining AMG, including the salary increase. Joining dates are July 2007, IPO, for Schimmelbusch and Jackson, and January 2016 for Dunckel.

PENSIONS AND RETIREMENT BENEFITS

The members of the Management Board are members of a defined contribution plan maintained in the United States. They receive additional retirement benefits from Metallurg’s Supplemental Executive Retirement Plan (SERP). As detailed in the Remuneration Committee Chairman’s letter, the pension structure for all Management Board executives was harmonized at 50% of the last 3 year’s salary, and in all cases only starts after the end of their employment with AMG.

With respect to Heinz Schimmelbusch, the supplemental benefits are payable for life commencing at the end of his employment with AMG and are 50% of the average of his last 3 year’s salary.

Management board compensation risk management principles

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Pursuant to Eric Jackson’s and Jackson Dunckel’s SERP, if they are employed by AMG or remain in AMG’s employment until the age of 65, they are entitled after retirement to receive a pension equivalent to 50% of the average of their last 3 years salary until the age of 88. Jackson Dunckel’s benefits will be reduced if his employment with AMG ends prior to reaching age 65. The structural changes to the SERP’s are summarized in the table below:

2023 ANNUAL BONUS

Target opportunity was 85% of salary for the CEO and 65% for the COO and CFO. Maximum performance was 200% of target subject to the attainment of exceptional performance.

As explained in the Chairman of the Remuneration Committee's letter, AMG’s 2023 performance did not exceed the max targets set despite the outstanding performance of the Company. The adjusted EBITDA target was $409 million, $67MM and 19% higher than 2022’s all-time high result. Actual adjusted EBITDA was $350 million, due mainly to significantly lower lithium prices than planned, resulting in a payout of 86% for this metric. The Operating Cash Flow target was set at $133 million, or 20% below the 2022 realized figure due to the working capital increase associated with the start up the Lithium Hydroxide plant in Bitterfeld, Germany. The very strong 2023 result of $223 million of Operating Cash Flow resulted in a payout of 200% for this metric, driven by significantly lower than planned lithium prices, lower than anticipated tax payments, and lower prices and strong working capital management across the AMG portfolio.

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ESG MEASURES PERFORMANCE – WEIGHTING 20%

MANAGEMENT BOARD PERSONAL TARGET SCORE CARD AND DISCUSSION – 10% WEIGHTING

The scale used in evaluating the Management Board's performance is as follows:

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Dr. Schimmelbusch was instrumental in progressing multiple long term growth projects in 2023. He led the implementation of the Shell-AMG Joint Venture, and progressed further projects including a potential Kuwaiti project and progressing the Jazan Supercenter recycling facility that was awarded in 2022 by Saudi Aramco in Saudi Arabia. He led the negotiations for multiple lithium expansion projects and as detailed above delivered three of them in 2023. He fundamentally reorganized AMG into three self-standing divisions. This reorganization will increase investor transparency and improve management focus. In conjunction with the Corporate Sustainability Directive, he initiated an in-depth study on decarbonization within AMG.

Mr. Jackson was engaged throughout 2023 executing the various projects AMG is pursuing. Despite the planned delay of the spodumene expansion project, the project was progressed such that it will start up in the second quarter of 2024. The Bitterfeld battery grade hydroxide plant reached mechanical completion on time, and will be starting up in the second quarter of 2024. Mr. Jackson was instrumental in negotiating the purchase of Transformation Technologies Inc. (TTI) which will fundamentally improve our global expansion efforts in vanadium processing. In addition, amongst other things, Mr. Jackson worked extensively with AMG Silicon and AMG Titanium to improve their
operating performance.

Mr. Dunckel arranged for financing of a planned Technical-Grade Carbonate Plant in Brazil and initiated financing discussions for the Jazan Supercenter recycling facility in Saudi Arabia. He initiated a review of AMG’s cash management systems and is implementing a new system in 2024. He refinanced AMG Engineering’s Letter of Credit Guarantee facilities, and initiated a working capital financing project for AMG Lithium. In addition, Mr. Dunckel began extensive preparations for the Corporate Sustainability Reporting Directive, hiring two full-time employees and organizing the project across AMG’s business units.

Given the success each of the Management Board members have had with their personal targets, the Supervisory Board has found their performance at the “Met” level and recommended that they be awarded their personal targets at a bonus percentage of 100%.

2021 LONG-TERM INCENTIVES
(VESTED DECEMBER 2023)

For the 2021 PSU award, the three-year vesting period was completed in December 2023. Based on the average share price over the final 30 trading days of 2023, the relative TSR for the Company as compared to its peer group did not meet the performance criteria and therefore resulted in a 0.0x multiplier. This value is included in 2023's realized pay.

50% of the 2019 Stock Options and 50% of the 2020 Stock Options vested in 2023, and based on the closing share price at December 31, 2023, resulted in the following net vesting value to the Management Board:

1.Calculated based on the share price of €22.82 at December 31, 2023 and an average USD/EUR exchange rate of 1.0815 for the year ended December 31, 2023.

The Management Board members did not exercise any stock options in 2023.

LEGACY 2020 LONG-TERM INCENTIVES

For the legacy 2020 PSU award (vesting period December 2020 to December 2022), the award calculation was based on the share price performance on the average share price 10 days after the announcement of the 2022 annual results, and the relative TSR for the Company resulted in a 1.75x multiplier. This value is included in 2022's realized pay.

1.Calculated based on the share prices of €39.46 at March 8, 2023 vesting date and converted at 1.0633 USD/EUR exchange rate.

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50% of the 2018 Stock Options and 50% of the 2019 Stock Options vested in 2022, and based on the closing share price at December 31, 2022, resulted in the following net vesting value to the Management Board:

1.Calculated based on the share prices of €34.40 at December 31, 2022.

2023 LONG-TERM INCENTIVES

In March 2023, the Supervisory Board awarded Performance Share Units to the Management Board pursuant to the 2021 Remuneration Policy. The Remuneration Committee awarded a higher percentage of salary than in preceding years to compensate the Management Board for the drop in the Euro / USD rate from 1.2 to 1.1, and the USD value of the PSU's remained the same versus 2022.

The face value of the Long-Term Incentive Plan for 2023 is as follows, and is included in the 2023 compensation expense table below:

1.Awarded at the average 5 day share price prior to March 2, 2023 of €37.97.

Per the 2021 Remuneration Policy, the number of PSUs awarded in 2023 is calculated as the face value divided by the average share price of the 5 trading days after the publication of the annual results of 2023. These PSU awards will vest after three years (a performance period of December 2022 to December 2025),
subject to:

•a 3-year performance period and an additional 2-year holding period in line with the Dutch Corporate Governance Code.

•payouts will be based 100% on relative Total Shareholder Return versus the global sector peers we utilize to benchmark Management Board pay. Due to the cyclical nature of some of AMG’s products, the Supervisory Board believes that a relative measure versus AMG’s industry peers is the best way to incentivize the Management Board to outperform its industry over time.

•there will no longer be any vesting of the PSUs for performance below the 50th percentile, in line with best market practice.

As per the 2021 Remuneration Policy, no share options were granted to Management Board members as this incentive scheme was terminated in 2021. All share options granted to the Management Board members prior to 2021 remain in full force and effect in accordance with the governing share option plan.

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OUTSTANDING OPTIONS HELD BY THE MANAGEMENT BOARD

The summary of all options outstanding, both vested and non-vested, is presented in the table below:

1.Calculated based on an average USD/EUR exchange rate of 1.0815 for the year ended December 31, 2023.

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SHARE OWNERSHIP GUIDELINES

Management Board Members are required to hold a minimum level of shares in relation to their base salary. The CEO’s guideline is 4x base salary whilst the COO and CFO’s guidelines are 2x base salary. Per the table below, the CEO currently holds 21x his base salary, the COO holds 9x his base salary, and the CFO holds 2x his base salary, so all Management Board member have met the policy.

The table below outlines the number of shares held by Management Board Members on an unvested and vested basis.

1.Based on December 31, 2023 share price of €22.82 and new annual salaries as of July 1, 2023. Calculated based on an average USD/EUR exchange rate of 1.0815 for the year ended December 31, 2023.

2.The 2022 and 2023 awards had a 0.0x multiplier as of December 31, 2023.

PAY RATIO AND AMG GROUP WORKFORCE COMPENSATION

Since the introduction of the pay ratio in 2017, the Supervisory Board, upon recommendation of the Remuneration Committee, has established that the most informative ratio would be one which compares the average Management Board actual compensation with that of the average total employee benefit cost per employee (global workforce). The average Management Board compensation (rather than only CEO compensation) is deemed to be the appropriate parameter, given the collective management responsibility of the Management Board members under the Dutch corporate governance system.

It should be noted that pay-ratios are specific to a company’s industry, geographic footprint, and organizational structure. For example, a large part of AMG’s workforce is located in emerging and developing countries, whereas AMG’s Management Board members are based in the United States. Compensation packages are designed to be locally competitive. Pay ratios are also susceptible to volatility over time, as they can vary with incentive outcomes, stock market movements (impacting the LTI part of the Management Board compensation), changes in incumbents, exchange rate movements and actual financial performance by the Company.

The average remuneration on a full-time equivalent basis of workforce of the AMG Group was $76K and $73K per year
in 2023 and 2022, respectively.

The development of this pay ratio will be monitored and disclosed going forward. The Remuneration Committee has taken into account these pay ratios in establishing the Management Board compensation for 2023 and believes that these ratios are fair and
adequate for this purpose.

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FIVE-YEAR CHANGE IN REALIZED COMPENSATION VERSUS KEY PERFORMANCE INDICATORS

The table below shows the change in total realized remuneration for each Management Board member over the past five-year period, compared to (i) financial performance by the Company and (ii) average remuneration of the AMG Group workforce, during the same period.

COMPENSATION EXPENSE OF THE MANAGEMENT BOARD IN 2023

Total compensation expense recorded by AMG in its financial reports with respect to the pension and retirement benefits of the Management Board are provided in the table below, which sets forth total expenses incurred in 2023 for Management Board remuneration.

All Management Board members receive benefits that are in line with industry and individual country practice. No loans, advances, or guarantees are granted to any Management Board members. Total costs to the Company with respect to other remuneration of the Management Board are provided in the table below, which sets forth total costs incurred in 2023 for Management Board remuneration.

Note: These amounts represent the expense recorded by AMG for each component.

1.“Other Remuneration” includes car expenses and additional insurance paid for by the Company, and in 2023 includes a one-time cost of life insurance.

2024 CHANGES TO MANAGEMENT BOARD REMUNERATION

There will be no changes to Management Board Remuneration in 2024. The salary increase in 2023 will be effective for the full year 2024, but the percentage awards for Annual Bonus and PSUs will remain the same. For reference, the at target compensation (i.e., assuming 100% of the target is reached) will be as follows:

2024 MANAGEMENT BOARD COMPENSATION AT TARGET