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AMG Critical Materials N.V.

Investor Presentation Nov 12, 2008

3810_ip_2008-11-12_574b31b3-aa64-4e07-a933-8d4afa77b806.pdf

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Disclaimer

THIS DOCUMENT IS STRICTLY CONFIDENTIAL AND IS BEING PROVIDED TO YOU SOLELY FOR YOUR INFORMATION BY AMG ADVANCED METALLURGICAL GROUP N.V. (THE "COMPANY") AND MAY NOT BE REPRODUCED IN ANY FORM OR FURTHER DISTRIBUTED TO ANY OTHER PERSON OR PUBLISHED, IN WHOLE OR IN PART, FOR ANY PURPOSE. FAILURE TO COMPLY WITH THIS RESTRICTION MAY CONSTITUTE A VIOLATION OF APPLICABLE SECURITIES LAWS.

This presentation does not constitute or form part of, and should not be construed as, an offer to sell or issue or the solicitation of an offer to buy or acquire securities of the Company or any of its subsidiaries nor should it or any part of it, nor the fact of its distribution, form the basis of, or be relied on in connection with, any contract or commitment whatsoever.

This presentation has been prepared by, and is the sole responsibility of, the Company. This document, any presentation made in conjunction herewith and any accompanying materials are for information only and are not a prospectus, offering circular or admission document. This presentation does not form a part of, and should not be construed as, an offer, invitation or solicitation to subscribe for or purchase, or dispose of any of the securities of the companies mentioned in this presentation. These materials do not constitute an offer of securities for sale in the United States or an invitation or an offer to the public or form of application to subscribe for securities. Neither this presentation nor anything contained herein shall form the basis of, or be relied on in connection with, any offer or commitment whatsoever. The information contained in this presentation has not been independently verified. No representation or warranty, express or implied, is made as to, and no reliance should be placed on, the fairness, accuracy or completeness of the information or the opinions contained herein. The Company and its advisors are under no obligation to update or keep current the information contained in this presentation. To the extent allowed by law, none of the Company or its affiliates, advisors or representatives accept any liability whatsoever (in negligence or otherwise) for any loss howsoever arising from any use of this presentation or its contents or otherwise arising in connection with the presentation.

Certain statements in this presentation constitute forward-looking statements, including statements regarding the Company's financial position, business strategy, plans and objectives of management for future operations. These statements, which contain the words "believe," "expect," "anticipate," "intends," "estimate," "forecast," "project," "will," "may," "should" and similar expressions, reflect the beliefs and expectations of the management board of directors of the Company and are subject to risks and uncertainties that may cause actual results to differ materially. These risks and uncertainties include, among other factors, the achievement of the anticipated levels of profitability, growth, cost and synergy of the Company's recent acquisitions, the timely development and acceptance of new products, the impact of competitive pricing, the ability to obtain necessary regulatory approvals, and the impact of general business and global economic conditions. These and other factors could adversely affect the outcome and financial effects of the plans and events described herein.

Neither the Company, nor any of its respective agents, employees or advisors intend or have any duty or obligation to supplement, amend, update or revise any of the forward-looking statements contained in this presentation.

The information and opinions contained in this document are provided as at the date of this presentation and are subject to change without notice.

This document has not been approved by any competent regulatory or supervisory authority.

AMG at a Glance

Preeminent global specialty materials and materials technology company serving high growth end-markets

Advanced Materials Division: Niche and complex specialty materials

Engineering Systems Division: Advanced vacuum furnace systems for high-purity metals

Timminco (50.4%-owned): Solar grade silicon and silicon metal

Graphit Kropfmühl (79.5%-owned): Integrated miner of natural graphite and antimony tri-oxide

Strong Third Quarter 2008 results: Revenue up 49% to \$437.6 million and EBITDA up 121% to \$71.1 million

Business Highlights 3rd Quarter 2008

  • Timminco signed two additional contracts for the production of solar grade silicon, selling out the existing capacity
  • Timminco shipped 300 metric tonnes and produced 342 metric tonnes of solar grade silicon during the 3rd quarter 2008
  • Acquired the remaining 50% of its nuclear joint venture, Furnaces Nuclear Grenoble S.A., a designer and producer of sintering systems for nuclear energy applications
  • Awarded a contract by Shaw Areva MOX Services LLC for detailed engineering of sintering furnace systems for the production of mixed oxide nuclear fuels
  • Global economic uncertainty began to affect product demand during the quarter

Financial Highlights 3rd Quarter 2008

  • Revenue rose 49% to a record \$437.6 million
  • EBITDA increased 121% to a record \$71.1 million
  • EBITDA margin was 16% from 11% in the same period last year
  • EPS increased 240% to \$1.19 per share
  • Year to date free cash flow(1) was \$114.8 million
  • Net working capital increased to \$88.4 million, including \$17 million acquired in GK transaction
  • Strong balance sheet:
  • Cash on balance sheet of \$154.2
  • Net Debt of \$79.6; Net Debt to EBITDA less than 1.0x
  • Capital expenditures in Q3 were \$38.7 million
  • Maintenance: \$6.6 million
  • Growth: \$32.1 million

(1) Free cash flow is defined as EBITDA less change in working capital and maintenance capital expenditures

Strategic Overview

Focus on CO2 Technologies and Markets

Solar

  • Furnace technology leadership for the production of high-purity solar wafers
  • Low-cost producer of solar silicon based on proprietary technology
  • New Timminco solar silicon facility is producing and shipping
  • Significant producer of silicon metal sold to polysilicon producers

Nuclear

  • Sintering furnaces for nuclear fuel
  • Furnaces and process technology for pebble bed reactors
  • Graphite production from GK acquisition is a critical input for nuclear components
  • 100% owned business for the production of nuclear fuel sintering and related furnaces

Fuel Economy Recycling

  • Proprietary alloys and superalloys for aerospace applications
  • Furnace technology for production of titanium and other weight-advantaged metals

  • Spent refinery catalyst and power plant residue recovery for production of ferrovanadium and ferronickel-molybdenum

  • − Capacity expansion in progress
  • New long-term contract for spent catalysts supports capacity expansion plans

End Markets

AMG Advanced Metallurgical Group N.V. (1)
Solar Fuel Economy Recycling Nuclear Other Total
Group
YTD
2008 2007 2008 2007 2008 2007 2008 2007 2008 2007 2008 2007
Revenue 278 164 421 273 152 97 0 - 326 304 1,177 839
Margin 70 24 76 47 53 27 0 - 55 50 254 148
Margin % 25% 15% 18% 17% 34% 28% 47% N/A 17% 16% 22% 18%

Solar Grade
Silicon

Silicon metal

DSS Vacuum
furnaces
Coatings for thin
film applications

Vacuum furnace
systems for the
purity metals

VAl alloys

Superalloys for
the Ti industry
production of high
Ferrovanadium

Ferro nickel -
molybdenum


Engineering for
processing of
weapons grade
plutonium into
Vacuum sintering
furnace systems
MOX nuclear fuel

Chromium metal

Tantalum

furnace systems

Antimony trioxide

Natural graphite

Al master alloys
Vacuum sintering

producer of
applications
World's largest
UMG Si for solar

Petrol prices
drive growth in
specialty metals
to improve fuel
economy

Secondary
business model
enables unique
low cost
feedstock

Acquired
venture
remaining 50%
of nuclear joint

Portfolio of
diverse metals
based
businesses
A focus on global CO2 reduction technologies and industries

(1) Year to date through 30 September revenue and gross margin. Includes GK from date of acquisition

Advanced Materials Division

Markets Pricing
#1 global producer from secondary sources (i.e., spent

refinery catalysts and power plant residues)
FeV Reference pricing up 68%
Customers include Arcelor Mittal and Steel Dynamics
Recycling -
Ferrovanadium
Cambridge (U.S.) vanadium expansion


Current capacity 4.5 million lbs

Capacity expansion to 5.5 million lbs to be completed
in 2010
Secured long-term contract for supply of spent refinery

catalysts for ferrovanadium production
\$19.46 \$32.65
One of a few certified aerospace alloy producers globally
Q3-07 Q3-08
Fuel Economy & Key customers include Allegheny Technologies and

Titanium Metals
Cr Metal Reference pricing up 58%
Aerospace Capacity expansion in production of coating materials for

thin film solar applications
Selected Tantalum mine expansion completed; hydro electric

expansion on schedule for 2009
\$3.70 \$5.83
Other Materials High-purity chromium metal demand decreased do to

weakness in specialty stainless steel
Q3-07 Q3-08

Engineering Systems Division

Market Leadership Order Backlog
Solar Demand for solar silicon melting and crystallisation

furnace systems remained stable during Q3 2008
Backlog of \$393 million at 30 September 2008
Key customers include REC and Elkem
Berlin facility is producing six DSS systems per

week
Fuel Economy &
Aerospace
Multi-industry demand for titanium alloys (e.g.,

aerospace engine and industrial gas turbine
markets)
\$444
\$397
\$393
\$393
\$351
\$313
\$268
\$251
Key customers include ThyssenKrupp, Baosteel

and Allegheny Technologies
Dec-07
Mar-08
Jun-08
Sept-08
Backlog at the spot rate as of the balance sheet date (dark blue)
and on a constant currency basis using 30 Sep 08 rate (light blue).
Nuclear FN acquisition strengthens position in pebble bed

nuclear reactor process technology
On a Euro basis, (functional currency of the

ESD) the backlog was essentially flat from
Signed first major contract for the engineering of

sintering systems to produce nuclear fuel from
weapons grade plutonium
June 2008 (€
282 million) to September 2008
(€
279 million)

Timminco

Market Leadership UMG Shipments
Solar Grade
Silicon
Producer of UMGSi for the rapidly growing solar

photovoltaic energy industry
Solar silicon producer with proprietary production

technology
99.999% purity achieved

Low boron and phosphorous levels

Shipments of at least 1,200 tonnes expected in 2008

Began construction of expansion of solar silicon

capacity to 14,400 tonnes by mid 2009
UMG shipments up 837% year over year
300
Silicon Metal Si metal supplier to leading manufacturers in the

chemicals, aluminium and polysilicon industries
including Alcoa, Rio Tinto, Alcan and Wacker
32
Q4 07
100
Q1 08
221
Q2 08
Q3 08

Graphit Kropfmühl

Market Summary Proforma Results
Silicon Metal Largest producer in Germany

Supplier to leading European manufacturers in the

chemicals, aluminium and polysilicon industries
including Wacker Chemie
Silicon metal business supports growth in solar

applications and improves access to the largest
solar market in Europe
GK's silicon metal assets

30,000 tonnes of Si metal capacity

Potential for UMGSi expansion
Listed on Frankfurt stock exchange

("GKRG.DE / GKR GR")
AMG currently owns approximately 79.5% of

GK at a total cash purchase price of \$62.9
million
Q3 2008 Revenues: \$36.4 million

Q3 2008 EBITDA: \$4.8 million

30 September 2008:

Assets: \$130.6 million

Liabilities: \$69.0 million

Debt: \$23.6 million
Fuel Economy &
Nuclear
Natural graphite adds to specialty metals capabilities

with significant market opportunities in nuclear
applications
Builds on existing product and technology portfolio

for nuclear industry
Equity: \$61.6 million

Record Results in Q3 2008

Advanced Materials Division

Engineering Systems Division

Timminco

Capital Programmes

Current Capital Programmes

Product (1) Amount Purpose Timing
Ferrovanadium \$25m Second phase of expansion to enable doubling of spent catalyst processing
capabilities
2008–2009
Silicon \$30m Further expansion of Timminco's high-purity solar silicon metal facility to
14,400 tonnes
2008–2009
Tantalum \$2m Expansion of tantalite mine and hydro-electric powerplant in Brazil Q1 2009
Thin film Coatings \$1m Increase capacity of ZnO coatings for thin film solar applications Q1 2009
Maintenance Capex \$10–\$15m Maintenance of facilities and equipment Annual basis

(1) Balance of capital projects to be funded in 2008/2009. The Company has the ability to delay the ferrovanadium expansion if market conditions warrant.

Strong Capital Base

Note: Cash includes short term investments

2009 Outlook

Advanced
Materials
Global demand is adversely affected by current market slowdown

Ferrovanadium prices have decreased due to slowing demand for North American structural steel

Chromium metal, tantalum, aluminum master alloys volumes are affected by global slowdown

Specialty alloys for titanium and superalloys' demand is decreasing due to slowing aerospace

market
Working capital should decrease due to price and volume decreases of raw materials
Engineering
Systems
Global demand expected to stabilize at current level due to economic uncertainty

Backlog is solid as of 30 September

Solar silicon furnace production ramp up: 6 systems produced per week during Q3

Pricing remains steady


2009 margin levels are expected to be consistent with 2008
Timminco 2008 guidance of at least 1,200 tonnes of Upgraded Metallurgical Silicon shipments

Upgraded Metallurgical Silicon capacity expansion continuing


One line has been installed

Additional line installations expected to continue through mid 2009
While difficult to be definitive on the UMG Si ramp up schedule, Timminco is working toward

substantially increasing production in 2009
UMG Si forecast for 2009 at a price of \$50kg-\$55kg

Global Operations

Note: This chart is a simplified depiction of AMG's organisational structure.

(1) Timminco Limited is listed on the Toronto stock exchange (TIM CN / TIM.TO).

(2) Graphit Kropfmühl AG ("GK") is listed on the Frankfurt stock exchange (GKRG.DE / GKR GR).

Revenue

  • Timminco sold 300 MT of solar-grade silicon in the quarter
  • Continued strong demand for sales of solar and remelting furnaces

Gross Profit

  • FeV and specialty alloys gross profit increased, driving growth in Advanced Materials
  • Improved silicon metal pricing and more volume of UMG increased Timminco gross profit
  • DSS furnace systems revenues and economies of scale increased Engineering Systems gross profit
  • Graphit Kropfmühl gross profit was negative due to the impact of one-time purchase accounting adjustments

EBITDA

EBITDA
\$ in millions Q3 2007 Q3 2008
Operating Profit
+ Depreciation / Amortization
+ / -
FX income (loss)
+ Restructuring and Impairment
+ Environmental
+ Stock Option Expense
23,902
4,302
1,217
21
42
2,635
47,665
18,313
(2,105)
4,318
104
2,823
Adjusted EBITDA 32,119 71,118

Consolidated Income Statement

\$ in thousands Q3 2007 Actual Q3 2008 Actual
Total Revenue 292,897 437,561
Cost of Goods Sold 243,312 342,960
Gross Margin 49,585 94,601
Selling, General and Admin.
Impairment of Fundo
31,900
-
44,397
3,652
Other Expense (Income) (6,217) (1,113)
Operating Profit 23,902 47,665
Net Finance Costs 36,901 6,650
Equity Accounted Investee Profit (877) (11,717)
Profit before Income taxes (13,876) 29,298
Tax Provision 11,215 13,974
Profit for the Year (25,091) 15,324
Attributable to:
Shareholders of the Company
Minority Interest
(25,630)
539
20,769
(5,445)

Consolidated Balance Sheet

\$ in thousands December 31, 2007 Actual September 30, 2008 Actual
Fixed Assets 155,763 297,807
Goodwill and Intangibles 50,291 69,863
Other non-current assets 76,613 76,558
Inventories 186,410 330,997
Receivables 187,243 235,055
Other current assets 52,336 75,145
Cash 187,891 154,162
TOTAL ASSETS 896,547 1,239,587
TOTAL EQUITY 309,797 378,432
Long-term Debt 115,726 157,296
Pension Liabilities 102,809 119,014
Other long-term liabilities 61,872 82,072
Current Debt 25,056 76,501
Accounts Payable 126,827 186,333
Advance Payments 74,731 100,312
Accruals 42,356 54,264
Other current liabilities 37,373 85,363
TOTAL LIABILITIES 586,750 861,155
TOTAL LIABILITIES AND EQUITY 896,547 1,239,587

Consolidated Cash Flows

\$ in thousands Q3 2007 Actual Q3 2008 Actual
Cash Flows from Operations 34,054 67,788
Capital Expenditures (14,905) (38,758)
Other Investing Activities (44,282) (3,717)
Cash Flows from Investing Activities (59,187) (42,475)
Cash Flows from Financing Activities
Net increase (decrease) in cash
Beginning Cash
Effects of exchange rates on cash
Ending Cash
178,409
153,276
77,377
13,532
244,185
29,680
54,993
113,362
(14,192)
154,162
Approximate availability under AMG lines of credit
Total Liquidity
21,944
176,106

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