Annual Meeting 2024: Remuneration Presentation

AMG CRITICAL MATERIALS N.V.

THE ENERGY OF NATURE

Remuneration Report | Annual General Meeting May 2024

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CAUTIONARY NOTE

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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 t he 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.

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

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TABLE OF CONTENTS

2021 REMUNERATION POLICY

• AMG's shareholders voted in 2021 to accept our proposed changes to the
  Remuneration Policy. The policy was significantly changed as a response to shareholder concerns and in conjunction with significant engagement with proxy advisors, corporate governance experts, and direct meetings with shareholders.
• AMG and its Supervisory Board remain committed to shareholder engagement and will continue to engage with shareholders as remuneration disclosure requirements continue to change.

AMG's Key Principle for its Remuneration Policy is Pay for Performance

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ANNUAL BONUS STRUCTURE - 2021 POLICY

The key changes to our Annual Bonus structure included:

• Reducing the maximum Annual Bonus opportunity from 300% of target to 200% in line with best practice. The target as a percentage of salary remains unchanged. The stretch target of 200% will continue to be paid out only upon the highest levels of attainment against all performance measures, and we will maintain a 0% payout should the threshold targets not be met.
• Introducing quantifiable, verifiable, and strategically aligned ESG targets to our Annual Bonus award at a weighting of 20%.
• Reducing the Personal Target weighting from 20% to 10% and the Financial Targets from 80% to 70%.

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PERFORMANCE SHARE UNIT PLAN - 2021 POLICY

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

• Share options will no longer be awarded.
• Performance Share Units ("PSUs") will feature a 3-year performance period and an additional 2-year holding period in line with the Dutch Corporate Governance Code.
• For 2023, payouts are based 100% on relative Total Shareholder Return versus the global sector peers we utilize to benchmark Management Board pay.
• For awards granted, there will no longer be any vesting of the PSUs for performance below the 50th percentile, in line with best market practice.

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PEER GROUP CONSIDERATIONS - 2021 POLICY

• 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").
• 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 revised peer group consists of the following companies:

*Denotes a US Listed Peer

• 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.

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MANAGEMENT BOARD SALARY INCREASE

On July 1st, 2023, the Supervisory Board voted to increase the Management Board's salary as follows:

The rationale for the increase in salary is as follows:

• Material changes in the business scope and Management intensity
• Management Board members have received limited increases over their tenures.
• Overall compensation relative to peers

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MANAGEMENT BOARD PENSION CHANGES

On July 1st, 2023, the Supervisory Board voted to align all three Management Board members pensions at 50% of the average last three years base salary.

• 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

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COMPONENTS OF MANAGEMENT BOARD REMUNERATION 2023

• Jackson Dunckel: 90% of Base Salary

All components are determined by market data derived from comparison with a group of companies, known as a peer group