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Annual Report of Solikamsk Magnesim Works 2014 The main part ANDREI B. KUDLAI ADOPTED BY: Annual General Assembly of Shareholders Of JSC Solikamsk Magnesium Works Protocol № 1 of « 09 » June 2015 Provisionally Approved by: The Board of Directors Of JSC Solikamsk Magnesium Works Protocol № 5 of «05» May 2015 JOINT-STOCK COMPANY “SOLIKAMSK MAGNESIUM WORKS” ANNUAL REPORT 2014 General Director ________________ Sergei B. Shalaev (signature) Solikamsk 2015 1 Page TABLE OF CONTENT LETTER TO SHAREHOLDERS 3 MISSION OF THE COMPANY 4 GENERAL COMPANY’S INFORMATION 5 History in Brief 5 Solikamsk Magnesium Works in Brief 6 Registration Data 7 Auditor of the Company 7 Register-keeper of the Company 7 Authorized Capital of the Company 8 Shareholders of the Company 8 Market Capitalization of the Company 8 Subsidiaries (Dependent Entities) of the Company 9 SMW’s Membership in Organizations & Associations 10 PRIORITY ACTIVITIES OF THE COMPANY 10 REPORT OF THE BOARD CONCERNING PROGRESS IN THE COMPANY’S PRIORITY ACTIVITIES 10 Financial Overview 10 Performance by Operations 14 Magnesium Operations 14 Rare Metals Operations 16 Niobium Compounds 17 Tantalum Compounds 18 Compounds of Rare Earths 19 Titanium Sponge & Compounds 20 Chemical Operations 21 Usage of Raw Materials & Energy Resources 22 Technical Development & IT-Technologies 22 Compliance of Management System with International Requirements 23 Compliance with International Code of Conduct for the Industry 23 Integrated Management System of the Company & Due Diligence on Trade with “Conflict Minerals” 23 Operational & Industrial Safety 25 List of the Company’s Licenses 26 Social Responsibility 26 POSITION IN THE INDUSTRY 27 Position in the Magnesium Industry 27 Position in the Rare Earths Industry 31 Position in the Titanium Industry 34 Position in the Niobium Industry 35 Position in the Tantalum Industry 38 Position in the Chemical Industry 40 PROSPECTS OF THE COMPANY 40 RISK FACTORS 41 Technical & Operational Risks, Production Control, Insurance 41 Risks associated with lawsuits 43 Risks associated with inability to prolong existing licenses of the Company 43 Risks associated with potential liability of the Company under obligations of third parties 44 Risks associated with the potential loss of large customers 44 CORPORATE GOVERNANCE 44 Dividend statements 44 List of the Company’s Deals Those May Be Referred to as the “Large Deals” under legislation 44 List of the Company’s Deals Those May Be Referred to as the “Deals with Interest” under legislation 44 The Board of Directors of the Company 44 The Person Who Holds the Position of Exclusive Executive Body of the Company 47 The main provisions of the Company's policy in the field of compensation and reimbursement of expenses, as well as the criteria for determining the amount of remuneration and compensations paid to the members of the Board of Directors of the Company for 2014 47 The main provisions of the policy of the Company's remuneration and reimbursement of expenses, as well as the criteria for determining and amount of remuneration and compensations paid to the members of the executive bodies of the Company during 2014 48 Information (report) on compliance with principles and recommendations of the Corporate Code of Conduct recommended for use by the Bank of Russia 48 THE MAIN FINANCIAL RESULTS OF THE COMPANY 49 REPORT OF AUDITOR 50 Annexes (omitted in print version, see Entire Version on the web www.smw.ru => English Version) Annex № 1 List of the Company’s Licenses Annex № 2 List of “Deals with Interest” Annexе № 3 Compliance with Code of Corporate Conduct Recommended by CBRF Entire Version of this Report is located on the Company’s site under link http://смз.рф/index/en_information/0-104 2 LETTER TO SHAREHOLDERS Sergei B. Shalaev General Director of OAO Solikamsk Magnesium Works Last year – 2014 – was complicated. Growth of the world economy in 2014 was below initial expectations, resulting in lower prices in the mining and manufacturing sectors – which in turn were exacerbated by reciprocal sanctions of the NATO countries, Japan and Korea against Russia in connection with joining of Crimea to Russia and events in Ukraine - and products of Solikamsk Magnesium Works were not immune from this negative tendency. In contrast to previous years, oil prices declined in the reporting year, and such a decline may promote the recovery of the global economy because it results in savings in energy expenses of households and manufacturing and makes more funds available to buy value-added products, services, and real estate. Depreciation of the Russian ruble, a result of falling oil prices, revived Russian manufacturing and agricultural sectors, improving their competitive position by offsetting in dollar terms inflated costs caused by annual Governmental price increases on products and services of natural monopolies during last 15 years. However, the Russian Central Bank significantly increased a key bank interest rate by a factor of more than 2 times – which stifled these sprouts of growth; turned industry, wages, budget revenues, and employment into a decline; led to increased amounts of overdue payments, wage arrears, and bad debts; and finally plunged the Russian economy into recession. Russian GDP dipped by 5% in Q1 2015, which was well below even the most pessimistic expectations. Despite these adverse circumstances, the performance of the Company was on a positive trend in the reporting year. Sales revenues increased from 4’455.6 million rubles to 5’164.7 million rubles or by 15.9% year-to-year; sales loss improved from -237.1 million rubles to -203.666 million rubles; and net income changed its sign from minus to plus, from -172.4 million rubles of loss to + 40.023 million rubles of profit. The coming year of 2015 is completely uncertain and unpredictable, but the management of the Company hopes to overcome any challenges that may arise and strengthen the technical and financial performance of the Company in the coming year and beyond. 3 MISSION Activities of our Company are concentrated on manufacturing of quality magnesium, chemical and rare metals products designed for use in High-Tech industries. Our long-term and reciprocal relationships with customers, suppliers, employees, shareholders and the community are established with use of efficient, environment-friendly and modern engineering approaches. VISION We confidently remain on leading market positions, meeting improved and modified customers’ requirements by the way of development environment- friendly and efficient processes. High-skilled, self-motivated and devoted employees are considered as the basic source the Company’s success in the market. Efficient and reciprocal relationships with our partners give us a competitive edge. 4 GENERAL COMPANY INFORMATION History in Brief • 14 March 1936: first ingot of primary magnesium metal was produced by the Company. This historical date is fairly considered as the Date of Birth of Solikamsk Magnesium Works • 1939: SMW started production of alloy magnesium for aircraft industry • 1946: the Experimental Plant was founded, the first experimental plant inside an operating facility in the Non-ferrous Industry of the Soviet Union. All of the main basic technologies recently utilized by CIS magnesium and titanium companies and in Israel were developed here • 1962 - 1966: A proprietary technology to produce Mg-Zr master alloy and MZr1N3 magnesium super alloy was implemented to source the Soviet Space Program and Aircraft Industry • 1971: Rare Metals Operations were brought on stream with use of chlorine generated in Magnesium Operations as the main reagent to process loparite and other raw materials in these operations • 1977: a line to separate niobium pentachloride out of tantalum pentachloride with production of technical grade niobium pentaoxide was put into operation • 1983: a line to produce optoelectronic grades of tantalum and niobium pentaoxides was brought on stream • 1985: SMW awarded with the Order of Great Patriotic War 1941-1945 recognizing importance of SMW’s supply for Soviet Army and Navy to win the War • 1992: state-owned enterprise Solikamsk Magnesium Works was transformed into joint-stock company Solikamsk Magnesium Works (hereinafter referred to as “SMW”, “Solikamsk”, or “the Company”) • 1996: in joint venture partnership with Almamet GmbH, Germany, a plant to produce magnesium granules, powders and mixes for desulfurization of iron and steel – Solikamsk Desulfurizers Works OOO (SZD) - was brought on stream. This event pushed mass introduction of desulfurization process in the Russian Steel Industry • 2000: a line to produce rare earths carbonates was developed • 2000: the first ISO 9001 certification • 2009: the first stage of titanium sponge project was brought on stream with capacity 2’500 tons per year out of total projected of 5’000 tons per year • 6 November 2009: the first 1’000’000th ton of magnesium metal was melted by SMW • 2010: the first ISO 14001 certification • 2013: production of separated and individual rare earths compounds was arranged • 2014: facility to process by-products of Magnesium Operations was brought on stream Solikamsk is a modern, continuously developing company which gradually increases the range of products with enhanced features and keeps leading positions in Magnesium and Rare Metals Industries of Russia accounting for, virtually, 100% output of tantalum, niobium and rare earths chemicals, and more than 60% of commodity pure & alloy magnesium metal and 4% of titanium sponge production
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