Pre-Annual General Meeting Information • May 3, 2016
Pre-Annual General Meeting Information
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«Thomas Aanmoen is elected to chair the meeting. James May is elected to co-sign the minutes.»
The Board's proposal for resolution:
«The notice of and agenda for the meeting are approved.»
«The recommendation from the Nomination Committee was approved. The remuneration for the period from 3 May 2016 to the annual general meeting of 2017 for the Chairman of the Board, Deputy Chair, Board members, members of Board committees and members of the Nomination Committee shall be:
| Chairman of the Board | NOK 500,000 |
|---|---|
| Deputy Chair | NOK 350,000 |
| Other Board members | NOK 300,000 |
| Members of Board committees | NOK 50,000 |
The remuneration to the Nomination Committee for the period from the Annual General Meeting in 2016 to the Annual General Meeting in 2017 shall be:
Chairman of the Committee NOK 30,000 Members of the Committee NOK 25,000»
«The general meeting approves the auditor's remuneration for audit of the Annual Financial Statements of REC Silicon ASA for the financial year of 2015 in accordance with invoice.»
May 3, 2016
This presentation includes and is based, inter alia, on forward-looking information and statements that are subject to risks and uncertainties that could cause actual results to differ. These statements and this Presentation are based on current expectations, estimates and projections about global economic conditions, the economic conditions of the regions and industries that are major markets for REC Silicon ASA's (including subsidiaries and affiliates) lines of business. These expectations, estimates and projections are generally identifiable by statements containing words such as "expects", "believes", "estimates" or similar expressions. Important factors that could cause actual results to differ materially from those expectations include, among others, economic and market conditions in the geographic areas and industries that are or will be major markets for REC Silicon ASA's businesses, energy prices, market acceptance of new products and services, changes in governmental regulations, interest rates, fluctuations in currency exchange rates and such other factors as may be discussed from time to time in the presentation. Although REC Silicon ASA believes that its expectations and the presentation are based upon reasonable assumptions, it can give no assurance that those expectations will be achieved or that the actual results will be as set out in the presentation. REC Silicon ASA makes no representations or warranties, expressed or implied, as to the accuracy, reliability or completeness of the presentation, and neither REC Silicon ASA nor any of its directors, officers or employees will have any liability to you or any other persons resulting from your use.
This presentation was prepared for the 2016 Annual General Meeting presentation on May 3, 2016. Information contained herein will not be updated. The following slides should be read and considered in connection with the information given orally during the presentation.
REC Silicon ASA shares have not been registered under the U.S. Securities Act of 1933, as amended (the "Act"), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Act.
Global Carbon Project 2015
Global Carbon Project 2015
Global Carbon Project 2015
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Two polysilicon production facilities in the US with ~640 Employees
| Moses Lake | Silane I Silane III Silane IV Silicon III |
Temporarily shutdown Silane gas Silane gas FBR |
|---|---|---|
| Butte | Silicon II | Silane gas & Siemens |
Note 1 REC silicon data based on 2014 measured energy consumption and actual production. This includes consumption for operations, maintenance, and analytical functions.
Note 2 REC data includes the buildings (lights/HVAC) along with processing, packaging, treatment, and support equipment. Note 3 Competitive technology data appears to be based on simulations of power consumption for only the process equipment to manufacture Polysilicon when it is operating at 100% utilization)
Values based upon maximum capacity in 2nd half of 2016
CAPEX: \$65/kg
Cash Cost: ~\$9.0
35% Fixed Registered Capital From Partner Contributions Remaining JV Financing Guaranteed by SNF
2017 ~ 7,300 MT 2018 ~ 16,300 MT 2019 ~ 19,300 MT
| (USD million) | 2015 | 2014 | ||||
|---|---|---|---|---|---|---|
| Revenues | EBITDA | EBIT | Revenues | EBITDA | EBIT | |
| US Operations | 329.9 | (10.9) | (145.1) | 492.9 | 136.2 | 1.8 |
| Special Items | - | - | - | - | 101.0 | 101.0 |
| Impairment | - | - | (151.6) | - | - | (4.3) |
| Parent Company & Other | 0.0 | (2.1) | (2.1) | 0.1 | (4.3) | (4.3) |
| REC Silicon | 329.9 | (13.0) | (298.8) | 493.0 | 232.9 | 94.2 |
| Gain/Loss on disposal of disc. oper. | - | 0.2 | 0.2 | - | (0.6) | (0.6) |
| Total Operations | 329.9 | (12.8) | (298.5) | 493.0 | 232.3 | 93.5 |
| Discontinued operations | - | (0.2) | (0.2) | - | 0.6 | 0.6 |
| Continuing Operations | 329.9 | (13.0) | (298.8) | 493.0 | 232.9 | 94.2 |
110 52 20 23 \$95 M \$43 M \$162 M Cash Dec'15 2016 2017 2018 USD million Indemnification Loan (NOK) 2016 NOK Bond (May 2016) 2018 NOK Bond (May 2018) 2018 USD Convertible Bond (Aug 2018) Nominal Net Debt - \$109 M › Reduced by \$3 M vs 2014 Nominal Debt - \$205 M › Reduced by \$4 M vs 2014 › Net Proceeds of \$10 M - Purchased NOK 55M REC02 - Sold NOK 155M REC03 › Offset by Stronger US Dollar No Debt Maturities in 2015 2016 Debt Maturities › NOK 179.5 M REC02 (\$20.4 M) › NOK 200 M Indemnity Loan (\$22.7 M)
I.H.S PV Demand Market Tracker Q1 2016 GTM Research: Global Solar Demand Monitor Q2 2016 Photon Consulting February 10, 2016
40 © REC Silicon ASA. All rights reserved. Confidential May 3, 2016 I.H.S PV Demand Market Tracker Q1 2016
*Based on 5.5g/W Supply Chain Effects and Thin Film Installations Included
I.H.S PV Demand Market Tracker Q1 2016 GTM Research: PV Pulse April 2016 Photon Consulting February 10, 2016
41 © REC Silicon ASA. All rights reserved. Confidential May 3, 2016
* Includes Powders and Fines
4,503 4,410 2,863 2,321 1,175 1,365 4,590 4,637 324 300 282 288 351163 234 244 382361 435 413 412 495 485581 0 1,000 2,000 3,000 4,000 5,000 6,000 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 2015 2016 Silicon Production (MT) FBR Electronic Grade Siemens Solar
Polysilicon Production
FBR Cost
43 © REC Silicon ASA. All rights reserved. Confidential May 3, 2016
«The General Meeting approves the Annual Financial Statements and the Directors' Report for 2015. No dividends will be paid for the financial year.»
«The Board is granted authorization to increase the share capital with up to NOK 254,000,000, which equals approx. 10 % of the existing share capital, by issuing up to 254,000,000 shares through one or several share capital increases. The authorization to acquire shares shall be used for one or more of the following purposes: (i) in connection with investments, mergers and acquisitions; (ii) in connection with effectuation of mandatory share issues and to carry out the consolidation of shares and/or; (iii) to provide the Company with financial flexibility. Price and conditions for subscription will be determined by the Board on issuance, according to the Company's needs and the shares' market value at the time. Shares can be issued in exchange for cash settlement or contribution in kind. The existing shareholders preemptive rights to subscribe shares can be deviated from in connection with the effectuation of this authorization. The Board's authorization is valid until the Annual General Meeting in 2017, but shall in any event expire at the latest 15 months from the date of this General Meeting. The Board is at the same time given authorization to make the necessary amendments to the articles of association on execution of the authorization. This authorization replaces all previous authorizations to increase the share capital.»
«"The Board is granted authorization to acquire shares in REC Silicon ASA on behalf of the Company for one or more of the following purposes: (i) in connection with the Company's share option program for its employees, and/or (ii) to increase return on investment for the Company's shareholders. The authorization covers purchase(s) of up to 10% of the face value of the share capital of the Company, cf. the public limited liability companies act §§ 9-2 and 9-3. Shares may be acquired at minimum NOK 0.10 per share and maximum NOK 10 per share. The shares shall be acquired through ordinary purchase on the stock exchange. The Board's authorization is valid until the Annual General Meeting in 2017 or until it is revoked by a General Meeting resolution passed with simple majority, but shall in any event expire at the latest 15 months from the date of this General Meeting.»
Proposed resolution:
«The following are elected as members of the Board of directors for a period of one (1) year until the next Annual General Meeting:
Proposed resolution:
«Karen Helene Ulltveit-Moe and Rune Selmar are re-elected as members of the Nomination Committee for a period of two (2) years. Live Haukvik Aker have one (1) year left of her service period as members of the Nomination Committee. Rune Selmar is elected as the Chairman of the Nomination Committee.»
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