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Nyrstar NV

AGM Information Apr 29, 2015

3983_iss_2015-04-29_ddfbb911-c429-44e8-819d-ad8eb41c4039.pdf

AGM Information

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Results of the Annual General Shareholders' Meeting

29 April 2015

Nyrstar NV ("Nyrstar" or the "Company") held its annual general shareholders' meeting ("AGM") in Brussels today. A total of 120,201,031 shares, representing 35.35% of the outstanding shares, were present or represented at the meeting.

The following items were approved at the AGM:

  • the statutory financial statements for the financial year ended on 31 December 2014, and the proposed allocation of the result;
  • the discharge from liability to each of the directors who were in office during the previous financial year, for the performance of his or her mandate during that financial year;
  • the discharge from liability to the statutory auditor who was in office during the previous financial year, for the performance of his mandate during that financial year;
  • the re-election of Deloitte Bedrijfsrevisoren BV ovve CVBA for the statutory term of three years;
  • the election of Christopher Cox as a non-executive, non-independent director of the Company for a term of four years;
  • the election of Martyn Konig as an independent director of the Company for a term of four years;
  • the election of Karel Vinck as a non-executive, non-independent director of the Company for a term of one year.

The remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2014 was not approved by the AGM.

Election of Mr. Cox and Mr. Konig

The proposed election of Mr. Cox and Konig had been submitted to the AGM by Urion Holdings (Malta) Limited, a subsidiary of Trafigura Beheer B.V. (together "Trafigura"). While the Board had initially stated that it only recommended the election of Mr. Cox as a non-executive, nonindependent director as long as Trafigura holds at least 15% of the shares, the proposal by Trafigura was not amended to include this condition. Since the Board issued its initial recommendation, there have been further discussions with Trafigura, and both parties agreed that given Trafigura's equity interest, it would be beneficial for the Company to have a nonexecutive director proposed by Trafigura on its Board. As indicated in the Company's corporate governance charter, adequacy of size and composition of the Board will be regularly assessed by the Board upon the initiative of the Chairman and upon recommendation of the Nomination and Remuneration Committee. The Board therefore no longer insisted on the formal 15% shareholder threshold as in its view the Board position of Mr. Cox is linked to Trafigura holding a

significant participation in the Company. Furthermore, the AGM has approved Mr. Konig as independent director.

In view of the decision at the AGM to appoint both directors, the Board welcomes both Mr. Cox and Mr. Konig to the Board and looks forward to collaborating constructively with them. The Board re-iterates that it is committed to being an independently-led Board that acts in the interest of all shareholders. The Board therefore continues its search for a new independent director with the skills and expertise relevant for the strategic projects that the Company is engaged in. The Board also remains committed to applying robust corporate governance practices.

Remuneration report

As to the remuneration report, the Board will take into account the decision at the general shareholders' meeting not to approve the remuneration report and will re-evaluate the Company's remuneration policy. As part of this exercise and, in order to address comments that were made in relation to the remuneration report, the Board will provide additional disclosure on the performance criteria under the short term variable remuneration plan for the executive management of the Company. In addition, while the general shareholders' meeting in 2013 previously approved the implementation of a Leveraged Employee Share Ownership Plan, the Board will reconsider the further implementation of this plan.

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About Nyrstar

Nyrstar is an integrated mining and metals business, with market leading positions in zinc and lead, and growing positions in other base and precious metals; essential resources that are fuelling the rapid urbanisation and industrialisation of our changing world. Nyrstar has mining, smelting, and other operations located in Europe, the Americas and Australia and employs approximately 6,500 people. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website, www.nyrstar.com

For further information contact:

Anthony Simms Group Manager Investor Relations
E:[email protected]
T: +41 44 745 8157 M: +41 79 722 2152
Greg Morsbach Group Manager Corporate Communications
E:[email protected]
T: +41 44 745 8295 M: +41 79 719 2342

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