Annual General Meeting Wednesday, July 29, 2020 | Suresnes - - PowerPoint PPT Presentation

Wednesday, July 29, 2020 | Suresnes

Sebastian Rudow, Chairman and Chief Executive Officer

Annual General Meeting

2

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

3

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 1. Opening of the General Meeting

Annual General Meeting Report | July 29,2020 | CEO & Chairman of the Board

5

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 2. Formalities and Agenda

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

7

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 3. 2018 Developments and afterwards

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

9 Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

Review of major 2018 Developments (1/2)

Technical improvements started to be implemented at Weser-Metall GmbH (deconsolidated in May 2020) did not reverse the cash flow deterioration of the Group

■ Following the start-up of the Reduction Furnace (« RF », new furnace), continuous technical difficulties of the Bath Smelting Furnace (« BSF », main furnace) operating in new batch mode for combined operations with the RF occured ■ Lower volumes of paste and metallic sold from Recylex S.A. to Weser-Metall GmbH due to the struggling operations of Weser- Metall GmbH’ (RF start-up and technical difficulties at the BSF)

As consequence, financial covenants from the financing agreement of the German subgroup of December 2016 were breached in 2018

■ Ongoing struggling operations of Weser-Metall GmbH’s main furnace finally caused the breach of covenants of the financing agreement from December 2016 and discussions with German financing parties were initiated

10 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Review of major 2018 Developments (2/2)

Beginning with August 2018:

■ The German subgroup started discussions with its financing parties, including Glencore ■ Analysises of the situation were initiated ■ The Management of the German subgroup was replaced end of September 2018 ■ Missing know-how was identified and started to be built up step by step ■ Measures were developed and started to be implemented step by step

The implementation of the restructuring measures in the German subgroup began successively in late October 2018 under new management

■ At the turn of 2018/2019, further measures were identified and prioritized ■ In addition, the use of external management support from the end of November 2018 noticeably improved planning, cash considerations and key figures reports of the German subgroup

11

• 3. 2018 Developments and afterwards

3.1. Development of Results and Cash

12

EBITDA of major entities (€m) Earnings from the French battery recycling activities cover globally the costs of the holding. C2P S.A.S activity is self sufficient in terms of earnings.

Development of Results of French Group

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

2 1 5 7 1 6 5 10 ULAB recycling plants C2P S.A.S. Recytech dividends

2016 2017 2018

13

PPM

• 1

HMG

• 2

WMG

6

C2P

• 4

1

HZO

14

RED

• 2

Germany

2

• 25
• 2

1 3 8 18

• 3

9 17

• 13

EBITDA of major entities (€m)

2017 2016 2018

HMG zinc performance was not able to cover deterioration of earnings for WMG, HZO and PPM

Development of Results of German subgroup

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

WMG, HZO and

14

Cash Development of Recylex Germany

Acute cash demand of German subgroup since end of 2018. Financing via bridge loans and waivers from Financing Parties.

Financing til 08/2018 Banks 59.4 G lencore - WC

• financing

34.8 R ESA 15.7 Total - til A ugust 2018 109.9 Bridge financing since 09/2018 Banks

• G

lencore 79.5 R ESA

• Total - since September 2018

79.5 Total debt 189.5

Total debt Feb. 2020 (⁄ m)(1) J F M A M J J A S O N D J F M A M J J A S O N D J F 2018 2019 2020

2,4 0,9 1,5 1,1 2,0 1,2 1,3 1,6 4,2 3,1 4,7 4,4 1,8 1,4 1,6 1,1 2,4 3,3 3,2 1,4 1,7 1,5 3,8 4,0 1,9 3,8

• 8 -9 -11 -12 -14
• 25 -24
• 32 -35 -40 -43 -48 -52 -57
• 62
• 69 -75 -76

79.5

§ Deterioration of earnings has expanded to an ongoing cash demand. § Cash requirements were covered by Glencore

Additional GlAG-bridge loans in the amount

• f €m 25.6 until the end of June

(1) Without capitalized interests; incl. off-balance working capital financing

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

15

• 3. 2018 Developments and afterwards

3.2. Conclusions

16

Conclusions on 2018

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

Identified need for restructuring of several departments

■ Need to hire necessary skills (Group CFO, Managing Directors for German entities and adjusted staff organisation) ■ Need for modernisation for financing department processes (Groups reporting processes, planning processes, CAPEX procedures and controlling, regular detailed cash forecast) ■ More than ten years of losses and negative cash flow in German C2P GmbH‘s polypropylene production led to shut down after deep analysis in 4/2019

Need to modernize and strengthen Group processes

■ Enhance working capital management and business development at French battery breaking sites ■ Increase communication between several group segments

Target to improve whole operations and need to restructure organization as well as financing structure Despite well managed construction and commissioning, WMG‘s Reduction Furnace project impacted by unforeseenable longstanding technical difficulties at the BSF since combined with the RF

■ Search for skilled replacements and completions for several positions

Financing structure of German subgroup very tight, binding whole German subgroup with risk of immediate domino effects in events of default

■ Upcoming breach

• f

Covenants

• f

German financing agreement in 2018

17

• 3. 2018 Developments and afterwards

3.3. Discussion Stream with German Financing Parties

18

Overview of discussion stream with Financing Parties of German subgroup (process ended in may 2020)

Continuous discussion stream with financing parties to work out and resolve the situation.

§ Breach of covenants of financing agreement between German subgroup and Financing Parties in Q3 2018. § Since August 2018: discussions with Deutsche Bank, Commerzbank, Lower Saxony and Glencore. Numerous financing meetings were

held to develop a restructuring path.

§ Glencore covered need of fresh money with bridge financing. Banks and Lower Saxony supported the process by waiving redemptions

and rights of termination of the financing agreement.

§ High complexity of the learning curve for operational measures caused delayed implementation, delays and updates of financing

discussions to ensure further constructive discussions between all financing parties.

Q1 2019 Q2 2019 Q3 2019 Oct-Nov 2019 2018

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board Waivers Bridge financing GIAG (in €m) 4.0 10.0 12.0 7.0 4.3 5.7 3.0 3.0 4.7 4.5 6.2 1.6 Lender meeting

Intense negotiations with financing parties; scenario analyses

19

Restructuring the new German subgroup comprises the resizing of operations, debt reduction and refocusing strategy.

Focus on profitable and independent operating business of HMG & C2P Comprehensive and drastic debt restructuring needed for long term success

Financial Restructuring

Generating important losses , WMG, HZO and PPM were a major risk to the group. Sale process was started to use proceeds to reduce the liabilities of the German subgroup. The debt reduction would then have been followed by a haircut of the remaining debt, based on calculated insolvency forecasts.

Focus on operating business of HMG

Corporate structures would have been adapted to new group‘s core business, that means Recylex Deutschland (holding) , C2P and HMG, scaled down to achieve a sustainable EBITDA without tremendous historic debt burden.

Long-term economic stability

The goal was to stabilize the remaining group, maintain all business operations and furthermore be able to serve the EU Commission fine imposed on the group.

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

Overview of Operational and Debt Restructuring in Germany (processes led until May 2020)

20

Divestment of non-core entities HZO and PPM, M&A process for WMG Shrinking of remaining structure

Holding Lead Polypropylene Zinc Ownership

RECYTECH S.A. RECYLEX GmbH/Harz-Metall GmbH C2P S.A.S.

PPM PURE METALS GmbH to be sold

RECYLEX S.A.

WESER-METALL GmbH to be carved out

Lead Germany Zinc Germany 50% 100%

Recylex Grundstücks- verwaltungs GmbH to be liquidated C2P Germany GmbH to be merged with HMG HZO to be sold

100%

HARZ-METALL GmbH to be merged with RECYLEX GmbH Participation in ECO-RECYCLAGE SpAnot included in legal structure

Legal restructuring and carve-out target: Carve out of WMG: § WMG to be carved out from Recylex German subgroup § Interest from strategic investors Restructuring of remaining German and French entities: § HMG to be merged with Recylex GmbH § C2P to be merged with HMG/Recylex GmbH § HMG lead operations depend on use case for WMG buyer § French recycling plants to be separated to improve flexibility § Recylex Grundstücksverwaltungs GmbH will retain the old burden and infrastructure Sale of NZO and PPM: § Processes had began in summer 2019 and been targeted to be finalized by the end of Q1/2020, but continuously postponed

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

Former targeted structure after Carve Outs and M&A processes of German subgroup entities

21

• 3. 2018 Developments and afterwards

3.4. SARS-CoV-2 Impact in May 2020

22

Exponential increase of SARS-CoV-2 laboratory confirmed cases – countermeasures show first results. Drastic economic consequences are expected for 2020 and potentially beyond.

SARS-CoV-2-Pandemic – Developments in Europe

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Potential scenario: Repeated outbreaks of infection Indicative illustration

12

24

Time (months) Infections

§ An exponential increase of laboratory confirmed cases was observed within a few weeks, starting end of February 2020. § Major countermeasures such as curfews, closures of schools, shops and borders were introduced between March 10 – March 23, 2020 in the mentioned countries. § While impacting the economy, the countermeasures caused stabilization of infection rates since beginning of April in almost all affected countries globally and especially within Europe. § Most of the cases in the EU/EEA are confirmed in Spain, Italy and Germany. Unrecorded cases are estimated to be substantial. § The recommended course for the control of SARS-CoV-2 infections provides for several waves of decreasing intensity, which could be spread over up to two years. Relaxation and retightening of containment measures are necessary to control new infection levels. § Medium-term consequences caused by a downturn in the entire EU area, the most important export region for German companies.

Development of laboratory confirmed cases (T)

• f SARS-CoV-2 in the EU/ EEA and the UK(1)

January February March April

10 20 30 40

23

SARS-CoV-2-Pandemic – Impact on the Automotive Industry

Forecast of value creation Germany – Scenarios (Index)(1)

§ OEM: No request for subsidies due to sufficient liquidity buffer of German car manufacturers. Subsidized sales programs are in discussion. § Trade: Reduction of service; inability to compensate through online sales. § Suppliers: Small capital buffers due to recent high investment activities. § Service providers/Fleet business: Significant drop in demand in car sharing; less fleet renewal § Overall SARS-CoV2 causes a massive collapse of the forecast value creation – as shown in the graph.

13.5 90.1 76.6 Global Approach 2020(5) (m units)

(1) Value-added-output of industry, (2) As of 03/12/2019, (3) Major downturn of the economy with normalization over the summer [as of 31/03/2020], (4) Recession of the global economy with large-scale production shutdowns (no extreme scenario) [as of 31/03/2020] , (5) Light vehicles (cars and vans) Source: Oxford Economics; LMC Automotive; Worldbank

2017 98.6 100.0 88.0 2018 2019 89.5 74.7 2022F 73.6 2020F 91.0 91.8 87.7 2021F 93.9 88.1

Index 2017=100 Before SARS-CoV2(2) Basis-scenario(3) Risk-scenario(4)

• 15%

2020 Before SARS-CoV2 2020 Current

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

Current situation Short and medium-term perspective Long-term consequences

§ The SARS-CoV2 effects hit the struggling automotive industry particularly hard. § Global markets were expected to stagnate for 2020 before SARS-CoV2. The pandemic is generating a significant drop in global demand worldwide - by an average of 15%. § Nationwide plant shutdowns and “Kurzarbeit” (subsidized temporary work reduction) are the consequences of lower demand and the collapse of supply chains. § Industry with serious, long-term demand problem; catching-up process in Germany is predicted to take several years. § Long-term disruption of the value chain and supply chain due to high degree of global networking and time dependencies. § Reduction of the supply chain complexity, establishment of local structures. § Intensification of consolidation.

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SARS-CoV-2-Pandemic – Impact on the lead segment

Status before SARS-CoV-2 Status on March 31st, 2020

Expectation after SARS-CoV-2

Sales Production

§ Start-up by mid of May planned depending on SARS-CoV-2 § Catch-up effects after SARS-CoV-2 lockdown are partly expected § C&M started at end of March due to SARS-CoV-2 induced travel bans, market free fall and drop in demand § Demand fell significantly, with higher need to manage development of inventories § Lead sales mainly limited by production of WMG in 2019 § Stable production at high performance levels in January and February § Before production will resume, rebricking of BSO will be conducted § Lead production will stabilize after SARS-CoV-2 § Maintenance shutdown at WMG postponed to May due to SARS-CoV-2- travel bans and health risks. § C&M WMG and temporary shutdown of ULAB recycling plants (French and German) end of march § Since December total fresh feed could be increased significantly § Production could be maintained at high level even after damage to the SBF bricks until end of March.

Prices Staff Supply Chain

§ Instantly back to Normal

• perations

§ Home office solutions, increased cleaning/disinfection, permanent dialogue with the company doctor § Short time work in Germany and France § Normal operations § Recovery time for currently very uncertain terms § Sharp decline of lead prices in March § Stable lead prices volatility from November to February § Decreased production during SARS-CoV-2 should result in good supply of secondary lead (ULAB) § French ULAB recycling plants shutdown in late March and HMG shutdown from April until (expectedly) mid May § Stable supply with ULAB processed at recycling plants in France and Goslar

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

C&M : « Care and maintenance »

25

SARS-CoV-2-Pandemic – Impact on the zinc segment

Status before SARS-CoV-2 Status on March 31st, 2020

Expectation after SARS-CoV2

§ Catch-up effect in market terms expected after SARS-CoV-2, but the timing is very uncertain as of today § Analysts show first signs of very long recovery period (partly until 2022(1)) § Sharp decline in Zinc LME in March; Huge negative impact on HMG § No direct decline in demand realized

• yet. Market rumours show risk for

decline in demand if European SARS-CoV-2-recovery is slow. § Slightly rising LME zinc prices in December and January

Staff Sales/ Prices Production/ Investments Supply Chain

§ Zinc production will stabilize after SARS-CoV-2 § Production currently maintained during SARS-CoV-2 § Zinc dust production at NZO ceased in 2019 § Otherwise stable production at NZO and HMG § No major capex planed § Normal operations § Implementation of personnel concept (irrespective of SARS-CoV- 2) for German Zinc operations § Increased cleaning / disinfection, permanent dialogue with company doctor and employees § No infection or quarantine problems as of today § Normal operations § Normal operations § Supply chain of secondary materials less affected by SARS-CoV-2 § Stable supply

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

(1) Wood Mackenzie - Global short term outlook zinc March 2020

26 Forecast Forecast Impact on the Restructuring path § Forecasts of the LME price for zinc and lead have not been significantly adjusted compared to the restructuring planning in January and February. The SARS-CoV-2 pandemic effects were assessed in reports from market analysts from April 2020 and has been significantly adjusted for the years up to 2022. § Especially in 2020 a significant decrease of global zinc demand is now expected, which will trigger a corresponding drop of Zinc price. According to current expectations, the price level of 2019 is not to be expected to be reached again by 2022. § Due to the business model of HMG its operating result is highly sensitive to the zinc price. Impact on the Restructuring path gering hoch § Similar to the developments in zinc, a significant decrease of lead price is expected in the lead segment (due to reduced demand due to SARS-CoV-2). § After the lead price has been supported by a production deficit in recent years, a slight worldwide overproduction is expected from 2020. This leads to largely stable price expectations and no significant recovery. § Basically, the operating result of the HMG is significantly less depending on the lead price, since both, purchasing and sales are traded at world market prices. However, due to the absolutely significantly reduced market expectations, the lead price also has a negative impact on the restructuring path.

Source: Wood Mackenzie (long-term outlook Q1/2020)

2.243 1.875 1.950 1.952 1.906 1.900 1.749 1.750 1.756 2018 2019 2020 2021 2022

2.003

2.003 1.850

• 101
• 125
• 194

2020 2021 2022 2.921 2.550 2.350 2.325 2.571 2.700 1.859 2.300 2.488 2018 2019 2020 2021 2022 2.550 2.500 Wood Mackenzie Outlook Q4 2019 Former expectations of planning IST (2018 and 2019) Wood Mackenzie Outlook March 2020

• 491
• 200
• 62

2022 2020 2021 Delta value planning prices based

• n the latest forecasts (USD / t)

Recovery not expected until 2022

Outlook for zinc prices 2020 - 2022 (in USD / t) Outlook for lead prices 2020 - 2022 (in USD / t)

SARS-CoV-2 effects on zinc and lead price

gering hoch low high low high Delta value planning prices based

• n the latest forecasts (USD / t)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

27 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

German subgroup applied for protective shield procedures on May 14, 2020

The rapid developments caused by the SARS-CoV-2 pandemic had effects the Group could not any longer influence The slump of the zinc price and the deteriorating economic outlook took away the going concern perspective of German Harz-Metall GmbH As a result, the entire German management has been forced by German law to file for insolvency for all German companies of the Group:

■ Weser-Metall GmbH, Harz-Metall GmbH, Norzinco GmbH and PPM Pure Metals GmbH have each applied for protective shield procedures (Schutzschirmverfahren) in accordance with Section 270 b (1) sentence 1 of German Insolvency law ■ Self-administration procedures (Eigenverwaltungsverfahren) were applied for Recylex GmbH, C2P Germany GmbH and Recylex Grundstücksverwaltungsgesellschaft mbH

The restructuring path that has been initiated after the technical difficulties due to the conversion of Nordenham's Bath Smelting Furnace for the combined operation with the new reduction furnace in 2018 ended abruptly

28 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Major consequences of the filings of German subgroup’s legal entities

€16.0 million loan of 2014 from Glencore International AG to Recylex S.A. may had become due at any time after being linked since 2016 with the financing of the German subgroup

■ Was solved temporarily after Recylex S.A. requested from Glencore International AG to waive its claim on this loan due to the events that have occurred and to agree to maintain the loan

Recylex S.A. lost immediately control of the German entities, resulting in the deconsolidation of the entire German perimeter

■ The loss of control appeared as a direct consequence of the orders of the German insolvency court and all power of attorney were completely transferred to the Managing Directors of the German entities and the Insolvency Administrator that was appointed ■ As a consequence the Recylex Group since that time consist solely of the French operations which are the two used lead-acid batteries recycling plant of Recylex S.A., C2P S.A.S. and the 50% participation in Recytech S.A.

29

• 3. 2018 Developments and afterwards

3.5. Review of 2018

30 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Update on 2018 Legal Proceedings and afterwards*

Claims for damages for dismissal without fair cause and/or prejudice of anxiety filed by 193 former employees of Metaleurop Nord S.A.S.

■ May 24, 2018: The Cour de Cassation has:

• Firstly, confirmed the Douai Appeal Court decisions considering that Recylex S.A. was not the co-employer of the former employees of

Metaleurop Nord S.A.S.;

• Secondly, reversed and cancelled the decisions of the Douai Appeal Court to the extent that they had ordered Recylex S.A. to pay

damages to these former employees for loss of a chance to keep a job, referring these cases to the Amiens Court of Appeal concerning this last point. ■ November 24, 2020: hearing for pleadings before the Social chamber of the Douai Appeal Court in collegial formation regarding additional claims for anxiety prejudice and breach of a security obligation for a total amount of €5.6 million (partially provisioned in the accounts) made by 91 former employees among the 187 claimants. These claims are linked to the administrative procedure concerning the inclusion

• f Metaleurop Nord’s Noyelles-Godault plant on the list of facilities eligible for the early retirement allocation for asbestos workers. In this

respect, the administrative court of appeal decided that such inclusion must be cancelled, by its decision of March 2, 2017, which is now final.

*The summary of the legal proceedings concerning Recylex S.A. is available on the Recylex Group’s website : www.recylex.eu – Finance Section

31 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Update on 2018 Legal Proceedings and afterwards*

Claims for damages for prejudice of anxiety and/or breach of security duty and/or prejudice arising from the cancellation of dismissal authorization for protected employees and/or for dismissal without fair cause filed by 455 former employees of Metaleurop Nord S.A.S. (global amount claimed approximately €26.5M of which €4.0M are provisioned)

■ October 14, 2016: The Lens Labour Court (Industry section) ordered Recylex S.A. to pay to 73 non-protected former non-managerial employees and 2 protected former non-managerial employees, represented by the CGT union, an amount between €3,000 and €24,000 as damages and €500 pursuant to Article 700 of the French Civil Procedure Code, that is a total amount of €1,000,500. Recylex S.A. lodged an appeal against these decisions, thereby suspending their enforcement. As the claims of 7 former employees were rejected by the court, 2 of them lodged an appeal against these decisions (but the Appeal Court confirmed on June 29, 2018 these reject decisions). On June 29, 2018, the Douai Appeal Court also decided to overturn the 75 Lens Labour court decisions by rejecting the former employees claims. On January 29, 2020, the Cour de cassation has rejected the appeal of former employees, thus making the Appeal Court’s decisions final. ■ October 18, 2016: the Lens Labour Court (Management section) ordered Recylex S.A. to pay to 22 former managerial employees represented by CGT an amount between €3,000 and €16,000 as damages and €500 pursuant to Article 700 of the French Civil Procedure Code, that is a total amount of €213,000. Recylex S.A. lodged an appeal against these decisions, thereby suspending their enforcement. On June 29, 2018, the Douai Appeal Court decided to overturn the 22 Lens Labour court decisions by rejecting the former employees claims. On January 29, 2020, the Cour de cassation has rejected the appeal of former employees, thus making the Appeal Court’s decisions final.

*The summary of the legal proceedings concerning Recylex S.A. is available on the Recylex Group’s website : www.recylex.eu – Finance Section

32 Annual General Meeting Report | July29, 2020 | CEO & Chairman of the Board

Update on 2018 Legal Proceedings and afterwards*

Claims for damages for prejudice of anxiety and/or breach of security duty and/or prejudice arising from the cancellation of dismissal authorization for protected employees and/or for dismissal without fair cause filed by 455 former employees of Metaleurop Nord S.A.S. (continued)

■ March 30, 2018: the Lens Labour Court decided to order Recylex S.A. to pay to 13 each former employees represented by CGT an amount between €4,000 and €20,000 as damages, along with €500 under article 700 of the Civil Procedure Code, totaling €186,500. Recylex S.A. appealed against these decisions, thereby suspending their enforcement. The hearing before the Douai Appeal Court is scheduled for September 15, 2020. ■ Management section: pursuant to the Covid-19 pandemic, the next hearing (for pleadings or writing-off) before the Lens Labour Court concerning claims made by 39 former employees for damages for prejudice of anxiety and/or prejudice for loss of a chance and/or dismissal without fair cause, for an inital global amount of around €2.5 million has been postponed sine die. In the latest state of this procedure, the claims amounted to a total of around €1.2 million and the claimants held Recylex S.A. harmless. ■ Industry section: pursuant to the Covid-19 pandemic, the decisions of the Lens Labour Court on the claims made by 294 former employees for damages for prejudice of anxiety and/or prejudice for loss of a chance and/or dismissal without fair cause, for a global amount of around €9.2 million, have been postponed. In the latest state of this procedure, the claimants held Recylex S.A. harmless.

*The summary of the legal proceedings concerning Recylex S.A. is available on the Recylex Group’s website : www.recylex.eu – Finance Section

33 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Update on 2018 Legal Proceedings and afterwards*

Claim for liability filed by the liquidators of Metaleurop Nord S.A.S.

■ April 11, 2018 : the Arras Commercial Court ruled in favour of Recylex S.A., in the proceedings related to the claims by the Liquidators of Metaleurop Nord S.A.S. to have Recylex S.A. condemned, as co-employer, to indemnify them for approximately €22 millions corresponding to the statutory employment contract severance payments and indemnities paid to the former Metaleurop Nord employees in 2003 by the salary guarantee fund regime (AGS - French employers’ association overseeing guaranteed payment of salaries and wages). The claim from the liquidators of Metaleurop Nord S.A.S. was considered inadmissible as being time-barred since March 21, 2013 on the one hand, and for not having been declared within the scope of the judicial recovery procedure of Recylex S.A. November 19, 2020 : hearing for pleadings before the 2nd Chamber of the Douai Appeal Court.

Claim for liability filed by Recylex S.A. against the liquidators of Metaleurop Nord S.A.S.

■ September 18, 2018 : : The Béthune Regional Court rejected Recylex S.A.’s liability claim lodged against the liquidators of Metaleurop Nord S.A.S. up to approximately €22 million corresponding mainly to the prejudice suffered by Recylex S.A. as a result of damages it had to pay to more than 550 former employees of Metaleurop Nord S.A.S. Acknowledging the finding by the Court of the personal misconduct by the liquidators of Metaleurop Nord S.A.S. for breaching their legal obligation to seek reclassifications in connection with the dismissal of the former employees of Metaleurop Nord S.A.S. in 2003, Recylex S.A. appealed this decision. October 22, 2020 : hearing for pleadings before the 3nd Chamber of the Douai Appeal Court.

*The summary of the legal proceedings concerning Recylex S.A. is available on the Recylex Group’s website : www.recylex.eu – Finance Section

34 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Update on 2018 L’Estaque site rehabilitation and afterwards

As the search for financing or specialised partnerships specifically dedicated to the rehabilitation work on the L'Estaque site initiated in 2013 was unsuccessful, Recylex S.A. continued the rehabilitation work on the L'Estaque site in 2018 for an amount of €3.1 million

■ 8.8 million provision has been set aside at December 31, 2018 for the total amount of work remaining to be carried out and has to be financed by Recylex S.A. out of its own funds

Due to the developments caused by the SARS-CoV-2 pandemic on Recylex S.A.’s financial situation and the current uncertainties it is facing, Recylex S.A. has recently requested from the competent authorities:

■ the temporary suspension of rehabilitation work on the L'Estaque site until December 31, 2021 ■ the postponement of the date of completion of the work to December 31, 2024

35

2018 Share Price Development and afterwards

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

2 4 6 8 10 12 14 16

02/01/2018 21/02/2018 17/04/2018 07/06/2018 27/07/2018 17/09/2018 06/11/2018 28/12/2018 19/02/2019 10/04/2019 06/06/2019 02/08/2019 23/09/2019 12/11/2019 06/01/2020 25/02/2020 17/04/2020

Recylex share price suspended since May 13, 2020 preceding the

• pening
• f

the insolvency proceedings of the whole German subgroup The trading of the Recylex's ordinary shares remains suspended until the company is in a position to communicate in a reliable manner on its ability to continue its business

■ Since Recylex S.A.’s ability to continue its activities depends

• n

the fulfilment

• f

several structuring assumptions (detailed in Note 39 to the 2018 consolidated financial statements and in the "Subsequent events" Note to the 2018 parent company financial statements)

• These

structuring assumptions relate not

• nly

to the continuation of business operations with Weser-Metall GmbH, but also to the restructuring of Recylex S.A.'s financial and non-financial debt in order to enable the company to maintain its cash balanced and to meet its current and medium-term liabilities in the normal course of its business

13.05.2020 Share price suspension 14.05.2020 Opening of insolvency proceedings for the German subgroup 19.03.2020 Information concerning the impact of the SRAS-CoV-2 20.12.2019 Continuation under conditions of the financing of the German subgroup 28.06.2018 Hot commissioning of the reduction furnace

36

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 4. 2018 Key Performance Indicators

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

38

• 4. 2018 Key Performance Indicators

4.1. Lead Segment

39

Lead Segment 2018 Key Performance Indicators

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

0,00 500,00 1000,00 1500,00 2000,00 2500,00 3000,00 3500,00 4000,00 1.2.2018 2.2.2018 3.2.2018 4.2.2018 5.2.2018 6.2.2018 7.2.2018 8.2.2018 9.2.2018 10.2.2018 11.2.2018 12.2.2018

In USD In EUR

1.694 2.052 1.895

500 1.000 1.500 2.000 2.500

2016 2017 2018 )

Lead price in 2018 (per ton) Average annual lead price (EUR per ton)

Source: LME Source: LME

• 8%

40

Lead Segment 2018 Key Performance Indicators

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

324,1 236,2 2017 2018 122.600 137.100 104.600 112.900

Lead production (BSF furnace) Scrap batteries processed

)

2018 2017

Group sales (EUR million) Group industrial performance (tons)

• 27%
• 15%
• 18%

41

Lead Segment 2018 Key Financials

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

IFRS FINANCIAL INDICATORS

EUR million

2018 2017

Sales 236.2 324.1 Operating income before non-recurring items

• 24.3

+7.3 as a % of sales nm 2.2% Operating income before depreciation, amortization, impairment (EBITDA)

• 19.8

+12.2 as a % of sales nm 3.8%

42

Lead Segment 2018 Review

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

The world lead market showed a very small deficit in 2018, with consumption slightly above production Deteriorating conditions:

■ Fall in average lead prices ■ Reduction in battery purchases

Technical performance:

■ Lengthy scheduled shutdown at the Nordenham smelter for maintenance and to prepare for the connection of the existing (BSF) furnace to the new reduction furnace ■ Strong slowdown in production in the second quarter of 2018 as a result of the technical difficulties of the main BSF furnace due to the change of its operation mode following its connection with the new reduction furnace, which significantly lowered the main furnace’s utilization rate and led to a contraction in the segment’s sales ■ Advanced wear and tear in the main (BSF) furnace refractory bricks owing to its change in operation following on from the connection of the new reduction furnace and the associated technical difficulties

43

• 4. 2018 Key Performance Indicators

4.2. Zinc Segment

44

1.896 2.561 2.468

500 1.000 1.500 2.000 2.500 3.000

2016 2017 2018 )

Zinc Segment 2018 Key Performance Indicators

Zinc price in 2018 (per ton) Average annual zinc price (EUR per ton)

Source: LME Source: LME

• 4%

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1500 2000 2500 3000 3500 4000 02.01.18 02.02.18 02.03.18 02.04.18 02.05.18 02.06.18 02.07.18 02.08.18 02.09.18 02.10.18 02.11.18 02.12.18

USD EUR

45

Zinc Segment 2018 Key Performance Indicators

Group restated sales (EUR million)* Group industrial performance (tons)**

*Including 100% of Recytech S.A. ** Including 50% of Recytech S.A.

• 2%

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

125,6 122,5 2017 2018 73.270 23.800 74.270 24.500

Waelz Oxides production* Zinc oxides production

2018 2017

+3% +1%

46

Zinc Segment 2018 Key Financials

IFRS FINANCIAL INDICATORS

EUR million

2018 2017

Sales 96.3 98.4 Operating income before non- recurring items +11.7 +16.4 as a % of sales 12.1% 16.7% Operating income before depreciation, amortization, impairment (EBITDA) +15.0 +19.3 as a % of sales 15.6% 19.6%

RESTATED FINANCIAL INDICATORS*

EUR million

2018 2017

Sales 122.5 125.6 Operating income before non- recurring items +26.1 +32.2 as a % of sales 21.3% 25.6% Operating income before depreciation, amortization, impairment (EBITDA) +30.3 +35.9 as a % of sales 24.7% 28.6%

* To assess the performance of the Zinc segment, the Group also releases restated financial data including the contribution from 50%-owned Recytech S.A. consolidated proportionately, even though this method is not permitted under IFRS. See Note 19 to the 2017 consolidated financial statements.

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

47

Zinc Segment 2018 Review

Deteriorating market conditions:

■ Significant deficit in 2018 driven by strong global demand and production capacity that is still slow to come on stream ■ Decline in zinc prices ■ High sensitivity of performance to zinc prices, particularly that of the dust recycling business, and higher scrap zinc prices, which cut into Norzinco GmbH’s margins

Waelz oxide production at the Group’s two plants (Harz-Metall GmbH in Germany and 50%-owned Recytech S.A. in France), totaled 74,270 tonnes in FY 2018, up from 73,270 tonnes in FY 2017

■ A 1% increase largely owing to a favorable base of comparison, which offset the impact of the fall in zinc prices in FY 2018 compared to FY 2017

Harz-Metall GmbH did not carry out any scheduled maintenance shutdowns in FY 2018 (one shutdown in the first half of FY 2017) Zinc oxide production at the Norzinco GmbH subsidiary in Germany totaled 24,500 tonnes in FY 2018, up 3% compared to FY 2017

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

48

• 4. 2018 Key Performance Indicators

4.3. Plastic Segment

49

13,6 12,9

12,4 12,6 12,8 13 13,2 13,4 13,6 13,8

2017 2018

13.260 12.500

Polypropylene produced

2018 2017

• 6%

Plastic Segment 2018 Key Performance Indicators

Group sales (EUR million) Group industrial performance (tons)

• 5%

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

50

Plastic Segment 2018 Key Financials

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

IFRS FINANCIAL INDICATORS

EUR million

2018 2017

Sales 12.9 13.6 Operating income before non-recurring items

• 0.7

+0.1 as a % of sales nm 0.7% Operating income before depreciation, amortization, impairment (EBITDA)

• 0.3

+0.5 as a % of sales nm 3.7%

51

Plastic Segment Review 2018

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Challenging market conditions

■ Reduced competitiveness of recycled materials compared to virgin polypropylene ■ Weak demand from the automotive sector, especially in Germany

This led to a decline in the Plastics segment and a fall in prices and volumes sold in both France and Germany Amid persistently tough market conditions, C2P S.A.S. in France posted almost stable sales compared to 2017 (down 1%)

■ The key factor was growth in sales volumes, largely offsetting the impact of the downturn in prices

Conversely, C2P Germany GmbH suffered another significant sales contraction (down 22%)

52

• 4. 2018 Key Performance Indicators

4.4. Special Metals Segment

53

Special Metals Segment 2018 Key Performance Indicators

Production (per tons) 2018 Sales breakdown ( in tons)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

4,4 5,9 36,1 138,6 5,8 7,3 58,4 161

Gallium Germanium Arsenic Others

7,2 6,9 1,1 4,0

Arsenic Germanium Gallium Others

54

Special Metals Segment 2018 Key Performance Indicators + Key 2018 Financials

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Group sales (EUR million)

IFRS FINANCIAL INDICATORS

EUR million

2018 2017

Sales 19.2 14.2 Operating income before non- recurring items +0.2

• 1.9

as a % of sales 1% nm Operating income before depreciation, amortization, impairment (EBITDA) +0.5

• 2.0

as a % of sales 3% nm 14,2 19,2

2017 2018

+35%

55

Special Metals Segment Review 2018

Strong growth in the Special Metals segment

■ As a result of commercial, sales and marketing efforts to promote “dopants” for silicon wafers (for example), an area in which PPM Pure Metals GmbH expanded

Arsenic sales volumes in particular recorded a strong increase

■ Largely offsetting the small decline in prices

Germanium sales were healthy in a more supportive pricing environment Trends in Gallium sales were also encouraging Likewise, the Special Metals segment’s sales posted a 21% increase in the fourth quarter of 2018 to reach €4.6 million PPM Pure Metals had decided to restart its second high-purity arsenic production line during the first half of 2019 (it had been out of service since 2013)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

56

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 5. Consolidated Financial Statements and

Key Figures of 2018

Annual General Meeting Report |July 29, 2020 | CEO & Chairman of the Board

58

Key Income Statement Figures

(€ million) 2018 2017 Change Sales 365.0 450.3

• 85.3

EBITDA (12.1) 23.0

• 35.1

EBIT (20.5) 14.6

• 35.1

Other operating income and expenses* (44.7) 1.6

• 46.3

Share in income from equity affiliates 9.5 10.6

• 1.1

Net financial income /(expense) (11.4) (10.0)

• 1.4

Net income (78.7) 18.0

• 96.7

Key income statement figures (in € million)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board *This item includes income and expense that is unusual in frequency, nature or amount.

59

Key Balance Sheet figures (IFRS)

Key balance sheet figures (in € million) (€ million) 31/12/2018 31/12/2017 Change Gross cash 6.4 5.5 +0.9 Operating Working Capital 33.8 46.7

• 12.9

Equity (79.7) (4.2)

• 75.5

Provisions 26.2 29.1

• 2.9

Gross debt 123.9 99.3 +24.6

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

60

Group Financial Debt Evolution

§ Bank Loans: Drawings of €15.4m and repayment of €5.0m § Reduction of credit line from €15.0m to €13.8m due to reduced borrowing base § Claw Back nominal value: €19.2m; valuated: €4.1m (Valuation performed by Grant Thornton as of December 31st, 2018) § Glencore Financing: Loan of €16m and working capital exposure of €9m = €25m = maximum financing facility out

• f financing agreement of December 2016

§ Total Debt towards Glencore: €32m (Loans) + €5.1m (Continuation Plan) + €17.8m (Claw back nominal) = €54.9m § Total Debt towards Banks: €57.5m (= €35.8m + €7.9m = €43.7m + €13.8m = €57.5m)

Overview Net Debt as of December 31, 2018

in € million 31/12/2017 +

• 31/12/2018

Loan A1 28,5 10,4

• 3,2

35,8 Loan A2 3,7 5,0

• 0,8

7,9 Bremer LB 1,0

• 1,0

Glencore - Germany 0,0 16,0 16,0 Glencore - France 1) 16,0 16,0 Borrowing Base 15,0

• 1,2

13,8 EU-Cion Fine 25,9

• 0,5

25,4 Contin Plan - Glencore 2) 5,1 5,1 Claw back : Provision + Debt 4,1 4,1 Others 0,4

• 0,3

0,1 Actualization

• 0,3
• 0,2

Total Group 99,3 31,4

• 6,9

123,9 Gross Cash 5,5 6,4 Net Debt 93,7 117,5 Working Capital Exposure 0,0 9,0 9,0 Net Debt including Working Capital exposure 93,7 9,0 0,0 126,5

1) Maturity date: June 2024 2) Maturity date: November 2026

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

61

From EBITDA to Net Income

FY 2018: From EBITDA to Net Result (in € million)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

3,5

• 0,2
• 15,3
• 12,1
• 8,5
• 2,2
• 42,5

0,8

• 0,7
• 11,4
• 11,7

9,5

• 78,7

EBITDA LIFO + 50 % Recytech LIFO->PMP 50 % Recytech (IFRS 10,11) EBITDA IFRS Amortization & Depreciation Environmental expenses Impairment of Assets Release provisipons Other Financial Result

• Corp. Taxes

Résultat des mises en équivalence Net Result Group IFRS

• 100
• 90
• 80
• 70
• 60
• 50
• 40
• 30
• 20
• 10

00 10

62

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

1 Opening of the General Meeting 8 Resolutions

Sebastian Rudow, Chairman and Chief Executive Officer

• 6. New Group Size and Outlook

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

64

• 6. New Group Size and Outlook

6.1. New Group Size

65

Insolvency impact on German subgroup

RECYTECH S.A. RECYLEX GmbH à liquidated C2P S.A.S. PPM à Asset deal or liquidation WMGà Asset deal / Insolvency plan or liquidation HMG à Asset deal(s) or liquidation 50% 100%

RECYLEX Beteiligungs- gesellschaft 1 mbH RECYLEX Beteiligungs- gesellschaft 2 mbH Recylex Grundstücks- verwaltungs GmbH à liquidated

C2P Germany GmbH à liquidated Norzinco GmbH à Asset deal or liquidation 100% 100% RECYLEX S.A. Lost economical control and deconsolidation

Polypropylene Holding Lead Zinc Protective Shield Procedure with self administration Self Administration procedure only

Remaining Recylex Group

Immediate effects § Loss of the legal control (shares) during the 2016 financing project and the related trusteeship, on 19 December 2020 § Cut off (economical) control of German subgroup with the German court orders on 15 May 2020 followed the filings of 14 May 2020 § Deconsolidation of German subgroup at Recylex S.A. level in the moment of German court orders § Legal structure will remain, but every single legal entity of German subgroup goes and decides on its

• wn

Procedures overview § Protective Shield Procedures with self administration at WMG, HMG, NZO and PPM § Self administration only at Recylex GmbH, C2P Germany GmbH and Recylex Grundstücksverwaltungs GmbH

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

66

Group Structure after impact by insolvency of German subgroup

RECYTECH S.A. RECYLEX GmbH à liquidated C2P S.A.S. PPM à Asset deal or liquidation WMGà Asset deal / Insolvency plan or liquidation HMG à Asset deal(s) or liquidation 50% 100%

RECYLEX Beteiligungs- gesellschaft 1 mbH RECYLEX Beteiligungs- gesellschaft 2 mbH Recylex Grundstücks- verwaltungs GmbH à liquidated

C2P Germany GmbH à liquidated Norzinco GmbH à Asset deal or liquidation 100% 100% RECYLEX S.A. Lost economical control and deconsolidation

Polypropylene Holding Lead Zinc Protective Shield Procedure with self administration Self Administration procedure only

Following effects § Remaining Recylex Group: Two German legal entities to be liquidated or used German Perimeter: § Liquidation during insolvency procedure of Recylex GmbH, C2P Germany GmbH and Recylex Grundstücksverwaltungs GmbH § Sale of operations to potential buyers of WMG, HMG (Lead / Zinc / both), HZO, PPM § Potential for “Insolvency Plan” (similar to US Chapter 11) for all including realistic targets: § Liquidation (Liquidation Insolvency Plan) § Asset Deal (or Asset sale Insolvency Plan) § Debt-Equity-Swap or similar instead of Asset sale à Insolvency Plan offers very flexible options

Remaining Recylex Group

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

67

• 6. New Group Size and Outlook

6.1. Outlook

68

2019-2020 Context

Lead and Zinc metal prices lower in 2019 and early 2020 compared to the average price in 2018

■ Average lead price for 2019 at 1,787 euros, down 6% compared to the 2018 average, and 1,675 euros in the first quarter of 2020

• Between January 2, 2020 and March 31, 2020, the price of

lead fell almost continuously, with an 8% drop since the beginning of the year.

■ The average zinc price for the year 2019 was 2,274 euros, down 8% on the 2018 average and 1,930 euros in the first quarter of 2020

• Between January 2, 2020 and March 31, 2020, the zinc price

fell by 17%, due to a very sharp drop since February 2020

1.895 1.787 1.675

2018 2019 Q1 2020 )

Average annual lead price (EUR per ton)

2.468 2.274 1.930

2018 2019 Q1 2020

Average annual zinc price (EUR per ton)

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

69

2019-2020 Key Information Lead segment

Sales reached € 196.4 million down 17% compared to 2018 due to :

■ The impact of lower lead prices and weaker commercial conditions for the smelter compared to 2018 ■ Persistent technical difficulties with the BSF furnace during the first three quarters of 2019 led the Group to reduce its supplies of used lead-acid batteries in order to adapt to the smelter's production levels ■ A decline in sales volumes due to the increase in volumes handled under the industrial subcontracting ("tolling") contract ■ The evolution of the production process compared to 2018 (the by-products of the main furnace being fully processed internally in 2019, instead of being sold as in the past)

The Weser-Metall GmbH smelter carried out two maintenance shutdowns in 2019 in order to:

■ Renew the refractory bricks of the BSF furnace (January 2019) ■ To implement technical improvements aimed at stabilizing the charging and production of the two coupled furnaces (November 2019)

Better industrial performance following the maintenance shutdown in November 2019, together with a favorable basis for comparison (no maintenance shutdown in the first quarter of 2020) enabled the Weser-Metall GmbH smelter to produce nearly 33,400 tons of lead in the first quarter of 2020 (+36% compared to the first quarter of 2019), although in a context of continued decline in lead prices

■ However, given its negative profitability, negative outlook and long-lasting additional cash flow requirements, further improvements capex are needed

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

70

2019-2020 Key Information Zinc segment

Sales reached 80.8 million in 2019, down 16% compared to 2018, mainly due to :

■ The lower zinc price in 2019 which impacted the entire Zinc segment ■ The deterioration of the commercial conditions on the zinc dust recycling business compared to 2018 ■ Difficult market conditions, impact of force majeure shutdown of a major customer in France and higher maintenance than in 2018 for the zinc oxides production activity of Norzinco GmbH

The sharp decline in the zinc price and the deterioration in trading conditions continued into the first quarter of 2020 further impacting the Zinc segment's business

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

71

2019-2020 Key Subsequent events*

Following the insolvency procedures - deconsolidation of the German subgroup entities:

■ The loss of control is a direct consequence of the decisions of the German Insolvency Court to open insolvency proceedings. With the court's decisions, all powers are fully transferred to the Managing Directors of the German entities and the appointed insolvency administrator ■ As the consolidation criteria provided for in IFRS 10 are no longer met, Recylex S.A. will have to deconsolidate all German entities subject to insolvency proceedings as of 15 May 2020, i.e. :

• Lead segment: Weser-Metall GmbH (the Group’s lead smelter) and Harz-Metall GmbH (used lead-acid battery recycling activity)
• Zinc segment: the dust recycling activity of Harz-Metall GmbH and Norzinco GmbH (zinc waste recycling activity)
• Special Metals Segment: PPM Pure-Metals GmbH (special metals production activity)
• Plastics segment: C2P GmbH (former polypropylene waste recycling business)
• Other activities: Recylex GmbH (holding activity in Germany) and Recylex Grundstücksverwaltungsgesellschaft mbH (property

management company)

* See Note 39 to the 2018 Consolidated statements

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

72

Group’s Outlook for remaining 2020

Main target to achieve stability requires

■ Reaching reliable and stable supplier relationship with Weser-Metall GmbH currently in insolvency procedure ■ Restructuring of Costs and Cash Flow

• Restructuring of Headquarters
• Suspending Cash spendings (Estaque)

■ Restructuring of Debts and Provisions

• 16 M€ Loan from Glencore
• Payment plan for the EU Commission Cartel fine

Return to profitability

■ Improve French operations ■ Develop new customers

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

73

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7 1 Opening of the General Meeting 8 Resolutions

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Company’s Statutory Auditors

• 7. Statutory Auditors’ Reports

Annual General Meeting Report | 29 July 2020 | CEO & Chairman of the Board

75

Agenda

2 3 Formalities and Agenda 2018 Developments and afterwards 2018 Key Performance Indicators 4 Consolidated Financial Statements and Key Figures of 2018 5 New Group Size and Outlook 6 Statutory Auditors’ Reports 7 1 Opening of the General Meeting 8 Resolutions

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Sebastian Rudow, Chairman and Chief Executive Officer

• 8. Resolutions

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

77

Summary of the resolutions and voting results (1 to 5)

RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY GENERAL MEETING

• 1st Resolution: Approval of the parent company financial statements for the year ended December 31, 2018

■ This resolution is approved by 98,70 %

• 2nd Resolution: Approval of the consolidated financial statements for the year ended December 31, 2018

■ This resolution is approved by 98,70 %

• 3rd Resolution: Appropriation of net income for the year ended December 31, 2018, as reflected in the

parent company financial statements

■ This resolution is approved by 99,82 %

• 4th Resolution: Approval of the related party agreements referred to in Article L.225-38 et seq. of the

Commercial Code

■ This resolution is approved by 89,95 %

• 5th Resolution: Ratification of the cooptation of Mrs Karin LATTWEIN as Director

■ This resolution is approved by 99,82 %

Assemblée Générale Mixte | 29 Juillet 2020 | Président-Directeur Général

78

Summary of the resolutions and voting results (6 to 10)

RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY GENERAL MEETING

• 6th Resolution: Reappointment of Mr Sebastian RUDOW as Director

■ This resolution is approved by 99,82 %

• 7th Resolution: Reappointment of Mrs Laetitia SETA as Director

■ This resolution is approved by 99,82 %

• 8th Resolution: Reappointment of Mr Christopher ESKDALE as Director

■ This resolution is approved by 99,82 %

• 9th Resolution: Appointment of Mrs Karin LATTWEIN as Director

■ This resolution is approved by 99,82 %

• 10th Resolution: Approval of the information relating to the compensation of the corporate officers

mentioned in I of Article L. 225-37-3 of the French Commercial Code pursuant to Article L. 225-100 II of the French Commercial Code

■ This resolution is approved by 99,82 %

Assemblée Générale Mixte | 29 Juillet 2020 | Président-Directeur Général

79

Summary of the resolutions and voting results (11 to 13)

RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY GENERAL MEETING

• 11th Resolution: Approval of the fixed, variable and exceptional items comprising the total compensation

and benefits of any kind paid during the financial year 2018 or granted for the same financial year to Mr. Sebastian Rudow, in his capacity as Chairman and Chief Executive Officer, pursuant to Article L. 225-100 III

• f the French Commercial Code

■ This resolution is approved by 98,69 %

• 12th Resolution: Approval of the fixed, variable and exceptional items comprising the total compensation

and benefits of any kind paid during the financial year 2019 or granted for the same financial year to Mr. Sebastian Rudow, in his capacity as Chairman and Chief Executive Officer, pursuant to Article L. 225-100 III

• f the French Commercial Code

■ This resolution is approved by 98,69 %

• 13th Resolution: Approval of the compensation policy for the Chairman and Chief Executive Officer for the

financial year 2020, pursuant to Article L. 225-37-2 of the French Commercial Code

■ This resolution is approved by 98,69 %

Assemblée Générale Mixte | 29 Juillet 2020 | Président-Directeur Général

80

Summary of the resolutions and voting results (14 to 16)

RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY GENERAL MEETING

• 14th Resolution: Approval of the remuneration policy for members of the Board of Directors for the

financial year 2020, pursuant to Article L. 225-37-2 of the French Commercial Code

■ This resolution is approved by 99,82 %

RESOLUTIONS TO BE CONSIDERED BY THE EXTRAORDINARY GENERAL MEETING

• 15th Resolution: Decision to be taken regarding the Company's equity that has fallen below half of the

share capital, pursuant to Article L.225-248 of the French Commercial Code

■ This resolution is approved by 99,82 %

• 16th Resolution: Amendment of Article 17.1 of the Company's Articles of Association relating to the powers
• f the Board of Directors

■ This resolution is approved by 99,82 %

Assemblée Générale Mixte | 29 Juillet 2020 | Président-Directeur Général

81

Summary of the resolutions and voting results (17 to 19)

RESOLUTIONS TO BE CONSIDERED BY THE EXTRAORDINARY GENERAL MEETING

• 17th Resolution: Bringing Articles 14.7 and 33 of the Company's Articles of Association into line with the

new legislative provisions on the remuneration of members of the Board of Directors

■ This resolution is approved by 99,82 %

• 18th Resolution: Amendment of Article 16 of the Articles of Association relating to the deliberations of

the Board of Directors in order to allow the Board of Directors to take decisions by written consultation under the conditions laid down by law

■ This resolution is approved by 99,82 %

RESOLUTIONS TO BE CONSIDERED BY THE ORDINARY AND EXTRAORDINARY GENERAL MEETING

• 19th Resolution: Powers

■ This resolution is approved by 99,82 %

Assemblée Générale Mixte | 29 Juillet 2020 | Président-Directeur Général

Sebastian Rudow, Chairman and Chief Executive Officer

End of the General Meeting

Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

83 Annual General Meeting Report | July 29, 2020 | CEO & Chairman of the Board

Legal disclaimers

This is a free translation of the French-language version of the slides presented at the Combined General Meeting and is provided solely for informational purposes to English speaking readers. In case of any discrepancy the French version prevails. This document may contain forward-looking information, including objectives and trends, as well as forward-looking statements concerning the financial situation,

• perating results, activities and strategy of Recylex S.A. and the Recylex Group, including in terms of the impact of certain operations and/or market trends. This

information and data do not constitute forecasts within the meaning of European Regulation n°809/2004, and should not be construed as forecasts of results or any

• ther performance indicator. Any forward-looking information or statements are based on reasonable assumptions made in a given economic, competitive and legal

context, but do not constitute guarantees of the future performance of the company and the Group. This information is by nature subject to risks and uncertainties, most of which are beyond the control of Recylex S.A., as described in particular in the company's annual financial report. Recylex S.A. and the companies of the Recylex Group do not undertake any obligation to supplement, update or amend these forward-looking statements, which can

• nly be assessed at the date of their release, as a result of any new information, future events or any other reason. Certain data or information contained in this

document may be inaccurate, incomplete and/or missing. In the event of any discrepancy between the information and data in this document and the information and data published in the Company's annual financial report, the information and data in the annual financial report shall prevail. For more information on financial and accounting standards, please refer to the Company's annual financial report. The annual financial report filed with the Autorité des Marchés Financiers is available on the Company's website (www.recylex.eu) and can be obtained on request from the Autorité des Marchés Financiers (www.amf-france.org) or directly from Recylex S.A.