Pre-Annual General Meeting Information • Apr 26, 2018
Pre-Annual General Meeting Information
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ANNUAL GENERAL MEETING April 26, 2018
«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 26 April 2018 to the annual general meeting of 2019 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 525,000 |
|---|---|
| Deputy Chair | NOK 350,000 |
| Other Board members | NOK 315,000 |
| Members of Board committees | NOK 50,000 |
The remuneration to the Nomination Committee for the period from the Annual General Meeting in 2018 to the Annual General Meeting in 2019 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 2017 in accordance with invoice.»
Tore Torvund, CEO and James May II, CFO
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 Annual General Meeting 2018 presented on April 26, 2018. 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 surface temperature in 2017 compared to the 1981-2010 average. Places that were cooler than average are blue, places that were warmer than average are red.
Source: REC Market Intelligence
Snapshot of Global Photovoltaic Markets - IEA PVPS: 2018
› REC's manufacturing process utilizes readily available metallurgical grade silicon, which is transformed into silane and polycrystalline silicon (polysilicon)
FOURTH QUARTER
Note: Excludes Fines & Powder
Source: REC Market Intelligence
| USTR | NEWS | ||
|---|---|---|---|
| UNITED STATES TRADE REPRESENTATIVE | |||
| FOR IMMEDIATE RELEASE January 22, 2018 |
202-395-3230 | ||
| Contact: USTR Public & Media Affairs [email protected] |
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| President Trump Approves Relief for U.S. Washing Machine and Solar Cell Manufacturers | |||
| Warhington, D.C. – U.S., Trade Representative Robert Lighthizer samounced today that President Trump has approved. - A president Trump has approved. re some to the state of the state and the control to the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of the state of |
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| USTR made the recommendations to the President based on consultations with the intersency Trade Policy Committee Vol. statement ter enventuations to the execution verse on constructions who use antiagemy states Formy Community (TPC) in response to finding by the independent, biparrisan U.S. International Trade Commission (TTC) that i |
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| i a complete the substitution of the components, organisation of the substantial state commissions is to your System imports of Walbers and solar cells and modules are a substantial cause of serious injury to domestic |
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| manufacturers. | |||
| These cases were filed by American businesses and thoroughly litigated at the International Trade Commission over a " | |||
| a series they then you of consumed teachers are non-regary suggests in the distancement state Commission to in Priod of several months," and Ambassador Lighthizer. "The ITC found that U.S. Broducers had been series injured |
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| penovo ta serventa dinamas, anno Antonesseever angerissas. 19 imports and made servesi recommendations to the President. Upon receiving these recommendations, my staff and 19 imports and made servesi recommendations to the |
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| conducted an enhancitive process which included opportunities to brief in person and through public comments, public | |||
| bearings, and meetings were reached representatives. Based on this information, the Trade Policy Committee developed tertangs, und assessings a real sensito departmentations, denotes on this interference, the admits of order in Recommendations, which the President has accepted. The President's action makes clear again that the Tump |
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| Administration will always defend American workers, farmers, ranchers, and businesses in this regard." | |||
| exterminations of the State Projection State Control of the Control of Control of the State Control of the State Order of the State Order of the State Order of the State Order of the State Order of the State Order of the S | Year 1 | ||
| First 1.2 million units of imported finished washers |
20% | Year 2 | |
| 18% | Year 3 16% |
||
| All subsequent imports of finished washers |
50% | ||
| Tariff on covered parts | 45% | 40% | |
| Covered parts excluded from tariff | 50% | 45% | |
| Injury to U.S. washing machine manufacturers stems from a sharp increase in imports that began in 2012. The ITC found angary oo voo. Haakang saabanee kadamaasharta shama saxaa maray muutaas na magonta una vegda ka avras. sino sa Gari imports of large residential wahkers increased "Headily" from 2012 to 2016, and that domestic producest" f |
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| For imports of solar cells and modules, the President approved applying safeguard tariffs for the next four years with the Cells |
Year 2 | ||
| Safeguard Tariff on Modules and 30% |
25% | Year 3 | |
| 20% | Year 4 15% |
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC JAN FEB MAR 2017 2018
Copyright © 2017 PVinsights.com All rights reserved
2012-2017 Headcount Totals
Revenues EBITDA
| -40 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 | Q2 | Q3 | Q4 | Q1 |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2013 | 2014 | 2015 | 2016 | 2017 | 2018 |
Yulin JV Signing Ceremony February 2014
| Navn | Eierandel | |
|---|---|---|
| Umpe (Jens Ulltyeit-Moe) | 21.16% | |
| UBS (riom.) | 4.50% | |
| Folketrygdfondet | 4.14% | |
| The Bank of New York Mellon (nom.) | 3.45% | |
| DNB Teknologi | 3.16% | |
| SEB | 1.74% | |
| DNB Norge (IV) | 154% | |
| 8 | Caceis Bank (nom.) | 1.47% |
| $\mathbf Q$ | Kagra Gruppen (Jens Ulltveit-Moe) | 1.40% |
| 10 | SEB (nom.) | 137% |
| (Mill. USD) | 3.kv. 17 3.kv. 16 1 - 3.kv. 17 1 - 3.kv. 16 2016 | ||||
|---|---|---|---|---|---|
| Driftsinntekter | 75.5 | 50.9 194.3 190.8 271.2 | |||
| EBITDA | $3.6 - 7.9$ | $9.5 -35.7 -30.8$ | |||
| Res. for skatt -119.8 | $-141.2$ | $-2019$ | $-260.6 - 248.1$ | ||
| Res. etter skatt -122 | $-985$ | $-213.9$ | $-181.9 - 147.4$ | ||
| Kontantbeholdning 88 86.8 | 88 | 86.8 65.8 |
Pre-transaction capital structure and debt maturities Post-transaction capital structure and debt maturities
The refinancing will create a financial runway for the Company
› Presence in China through Yulin Joint Venture
| (USD million) | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|
| Revenues | EBITDA | EBIT | Revenues | EBITDA | EBIT | ||
| US Operations | 275.2 | 23.3 | (123.6) | 271.2 | (29.0) | (121.2) | |
| Special Items | - | - | - | - | - | - | |
| Impairment | - | - | (0.3) | - | - | (93.1) | |
| Parent Company & Other | - | (2.3) | (2.3) | - | (1.7) | (1.7) | |
| Eliminations | (2.9) | (1.2) | (1.2) | - | - | - | |
| REC Silicon | 272.4 | 19.8 | (127.5) | 271.2 | (30.8) | (216.0) |
› Weaker USD vs. NOK
«The General Meeting approves the Annual Financial Statements and the Directors' Report for 2017. 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 2019, 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 2019 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:
«Rune Selmar is re-elected as a member of the Nomination Committee for a period of two (2) years. Ole Jacob Ræstad and Live Haukvik Aker have one (1) year left of their respective service periods as members of the Nomination Committee. Rune Selmar is elected as the Chairman of the Nomination Committee.»
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Learn more: recsilicon.com
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