Nyrstar NV

AGM Information • Oct 27, 2016

LIMITED LIABILITY COMPANY ("NAAMLOZE VENNOOTSCHAP") Registered Office: Zinkstraat 1, 2490 Balen, Belgium Company Number VAT BE 0888.728.945 RPR/RPM Antwerp, division Turnhout

INVITATION

EXTRAORDINARY GENERAL MEETING

to be held on Thursday 17 November 2016 at 11:30 a.m.

As the attendance quorum required for the deliberation and voting on certain items on the agenda of the extraordinary general shareholders' meeting held on Thursday 27 October 2016, was not reached, the holders of securities issued by Nyrstar NV (the "Company") are invited to attend a second extraordinary general shareholders' meeting of the Company before a notary public.

GENERAL INFORMATION

Date, hour and venue: The extraordinary general shareholders' meeting will be held on Thursday 17 November 2016 at 11:30 a.m., at Louizalaan 149, 1050 Brussels, Belgium, 11th floor, or at such other place as will be indicated at that place at that time.

Opening of the doors: In order to facilitate the keeping of the attendance list on the day of the extraordinary general shareholders' meeting, the shareholders and their representatives are invited to register as of 10:30 a.m.

AGENDA AND PROPOSED RESOLUTIONS

Agenda and proposed resolutions: The agenda and proposed resolutions of the extraordinary general shareholders' meeting of the Company, which, as the case may be, can be amended at the meeting on behalf of the Board of Directors, are as follows:

1. Special reports

Submission and acknowledgment of:

• (a) the special report of the Board of Directors of the Company in accordance with, as far as needed and applicable, Articles 582, 583 and 596 of the Belgian Companies Code in relation to the proposal to approve the physically settled conversion right attached to the Bonds (as defined in section 2 of the agenda), the disapplication of the preferential subscription right of the Company's shareholders in connection with such conversion right, and the potential issuance of new shares at a price below the fractional value of the Company's shares at the time of conversion of the Bonds;
• (b) the special report of the Statutory Auditor of the Company in accordance with Articles 582 and 596 of the Belgian Companies Code in relation to the proposal to approve the disapplication of the preferential subscription right of the Company's shareholders in connection with the proposal to approve the physically settled conversion right attached to the Bonds and the potential issuance of new shares at a price below the fractional value of the Company's shares at the time of conversion of the Bonds.

2. Approval of the physically settled conversion right attached to Bonds

Proposed resolution: The general shareholders' meeting decides to approve the physically settled conversion right attached to the senior guaranteed unsecured convertible bonds due 2022 (the "Bonds"), which have been issued by the Company on 11 July 2016 for an aggregate principal amount of EUR 115 million and have been placed with institutional and qualified investors in Belgium and elsewhere, but outside of the United States, following an accelerated book-building procedure. In view hereof, the general shareholders' meeting decides as follows:

(a) Terms and conditions of the Bonds: As far as needed and applicable, the general shareholders' meeting takes note of the terms and conditions of the Bonds as described and specified in Annex A to the special report of the Board of Directors mentioned in section 1(a) of the agenda (the "Conditions") and of which, for the sake of completeness, a copy will remain attached to the present minutes.

The main terms of the Conditions can, for information purposes, be summarised as follows:

• Issuer of the Bonds: the Company (Nyrstar NV).
• Aggregate principal amount of the Bonds: EUR 115 million in total. Each Bond has a principal amount of EUR 100,000.00.
• Final maturity date: The Bonds have a term of 6 years as of their issuance on 11 July 2016 until 11 July 2022.
• Interest: 5.00% per year, payable semi-annually in arrear.
• Status of the Bonds: The Bonds constitute senior, guaranteed and unsecured obligations of the Company. Certain of the Company's subsidiaries provided a guarantee on a senior unsecured basis at terms substantially similar to, and ranking pari passu with, the guarantees provided under the indenture for the outstanding 8 1 /² % Senior Notes due 2019 issued by Nyrstar Netherlands (Holdings) B.V., subject to material statutory, legal and existing contractual limitations.
• Physically settled conversion right: If the physically settled conversion right attached to the Bonds is approved by the extraordinary general shareholders' meeting of the Company, each Bond (unless previously redeemed, purchased or cancelled) can be convertible into shares at the option of the holders of the Bonds on any day during the Conversion Period as defined in the Conditions.
• Call option for the Company: If the physically settled conversion right attached to the Bonds is not approved by an extraordinary general shareholders' meeting on or before 31 January 2017 (the "Long-stop Date"), the Company may, by giving a notice to the holders of the Bonds, elect to redeem all but not only some of the Bonds, at the greater of (i) 102% of the principal amount of the Bonds, together with accrued interest and (ii) 102% of the fair value of the Bonds (as further determined in the Conditions), together with accrued interest.
• Cash settled conversion right: If the physically settled conversion right attached to the Bonds is not approved by an extraordinary general shareholders' meeting on or before the Long-stop Date and the Company does not elect to redeem the Bonds, each Bond shall entitle the holder to require the Company to redeem such Bond in cash at an amount equal to the Cash Alternative Amount as defined in the Conditions.

• Redemption at the option of the Company: The Company has in certain other circumstances (including after 1 August 2020) the right to redeem the outstanding Bonds. Further reference is made to the Conditions of the Bonds.

• Redemption at the option of the holders of the Bonds: The holders of the Bonds have the right, at their option, to require the Company to redeem their outstanding Bonds on the fourth anniversary of the issue of the Bonds (i.e. 11 July 2020) or upon the occurrence of a change of control over the Company (assuming that the Company's general shareholders' meeting has approved the terms of the Bonds that are triggered by a change of control over the Company in accordance with Article 556 of the Belgian Companies Code). Further reference is made to the Conditions of the Bonds.

• Early redemption: If the Company's general shareholders' meeting has not approved the terms of the Bonds that are triggered by a change of control over the Company in accordance with Article 556 of the Belgian Companies Code or the resolutions have not been filed with the clerk of the Commercial Court of Antwerp, division Turnhout, on or before the Long-stop Date, the Company shall redeem all (but not some only) of the Bonds, at the greater of (i) 102% of the principal amount of the Bonds, together with accrued interest and (ii) 102% of the fair value of the Bonds (as further determined in the Conditions), together with accrued interest.
• Conversion price: Each Bond can be converted into new and/or existing shares of the Company on the basis of a conversion price of EUR 9.60 per share. The conversion price is subject to customary adjustments, including in respect of dividend or other distributions made by the Company in relation to the Company's shares. The maximum number of new shares of the Company to be issued upon conversion of one Bond will be calculated as the fraction, (i) the numerator of which is the principal amount of the Bond (i.e. EUR 100,000.00), and (ii) the denominator of which shall be the applicable conversion price.
• Underlying shares: The shares to be issued upon conversion of the Bonds (as the case may be) will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of the Company at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
• Listing of the underlying shares: The Company undertakes to obtain the listing of the underlying shares on the regulated market of Euronext Brussels as soon as reasonably practicable and no later than on the conversion of the Bonds.
• Transferability of the Bonds: The Bonds are freely transferable.
• Listing of the Bonds: The Bonds are trading on the Open Market segment (Freiverkehr) of the Frankfurt Stock Exchange. This is not a regulated market in the meaning of Article 2, 3° of the Belgian Act of 2 August 2002 regarding the supervision of the financial sector and the financial services.
• Increase of the share capital of the Company: If the physically settled conversion right attached to the Bonds is approved by the extraordinary general shareholders' meeting, then, upon conversion of the Bonds into new shares, the Company's share capital will be increased, as further specified in the Conditions.
• (b) Approval of the physically settled conversion right attached to the Bonds: The general shareholders' meeting decides to approve the Conversion Rights attached to the Bonds, as defined and further specified in the Conditions. As a result, the Bonds can be converted into a number of new and/or existing shares of the Company on the

basis of the applicable conversion price of the Bonds, which is subject to customary adjustments, all as further set out in the Conditions of the Bonds.

• (c) Underlying shares: Subject to the terms of the Conditions, the shares to be issued upon conversion of the Bonds (as the case may be) will have the same rights and benefits as, and rank pari passu in all respects with, the existing and outstanding shares of the Company at the moment of their issuance and will be entitled to distributions in respect of which the relevant record date or due date falls on or after the date of issue of the shares.
• (d) Disapplication of the statutory preferential subscription right: The general shareholders' meeting decides to approve, as far as necessary and applicable, the disapplication of the preferential subscription right of the Company's existing shareholders in connection with the approval of the physically settled conversion right attached to the Bonds.
• (e) Conditional capital increase and issue of new shares: In view of the approval of the physically settled conversion right attached to the Bonds, the general shareholders' meeting decides subject to, and to the extent of, the conversion of the Bonds into new shares, to increase the Company's share capital and to issue the relevant number of new shares issuable upon the conversion of the Bonds as provided for in the Conditions. Subject to, and in accordance with, the provisions of the Conditions, upon conversion of the Bonds and the issue of new shares, the aggregate conversion price of the Bonds so converted (as determined by the Conditions and taking into account the number of shares to be issued upon conversion of the Bonds) will be allocated to the share capital of the Company. To the extent that the amount of the applicable conversion price of the Bonds, per share to be issued, exceeds the fractional value of the shares of the Company immediately preceding the capital increase resulting from the conversion of the Bonds concerned, a part of the conversion price per share to be issued equal to such fractional value will be booked as share capital, and the balance of the aggregate conversion price will be booked as issue premium. As far as needed and applicable, the general shareholders' meeting approves the issuance of shares below the fractional value of the Company's existing shares at the time of conversion of the Bonds into new shares. Following the capital increase and the issue of new shares, each of the shares (existing and new) will represent the same fraction of the Company's share capital.
• (f) Issue premium: Pursuant to Article 7 of the Company's Articles of Association, any issue premiums that are booked in connection with the Bonds (including the issue premium, if any, booked at the occasion of the issuance or booking of the Bonds) will be accounted for on a non-distributable account on the liabilities side of the Company's balance sheet under its net equity and the account on which the issue premium will be booked will, like the share capital, serve as the guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendment to the Company's Articles of Association.
• (g) Powers of attorney: The Board of Directors is authorised to implement and execute the resolutions passed by the general shareholders' meeting in connection with the Bonds, and to take all steps and carry out all formalities that shall be required by virtue of the Conditions of the Bonds, the Company's Articles of Association and applicable law in order to issue or transfer the shares upon exercise of the physically settled conversion right. Furthermore, each Director shall have the power, upon conversion of Bonds into new shares, to proceed with the recording of (i) the capital increase and issue of new shares resulting from such conversion, (ii) the allocation of the share capital and (as applicable) the issue premium, and (iii) the amendment of the Company's Articles of Association in order to reflect the new share capital and number of outstanding shares following the conversion of Bonds.

3. Approval in accordance with Article 556 of the Belgian Companies Code

(This agenda item was already addressed and the proposed resolution was approved during the extraordinary general shareholders' meeting of 27 October 2016. There was no attendance quorum requirement for this agenda item.)

Quorum: As this general shareholders' meeting constitutes the second extraordinary general shareholders' meeting for the aforementioned agenda items, no attendance quorum is required for the deliberation and voting on the items referred to in the aforementioned agenda.

Voting and majority: Subject to applicable legal provisions, each share shall have one vote. In accordance with applicable law, the proposed resolution under item 2 of the aforementioned agenda of the extraordinary general shareholders' meeting shall be passed if it is approved by a majority of 75% of the votes validly cast by the shareholders. Pursuant to Article 537 of the Belgian Companies Code, the holders of bonds have the right to attend the general meeting, but only with an advisory vote.

PARTICIPATION TO THE MEETING

Introduction: Holders of securities issued by the Company that wish to attend the extraordinary general shareholders' meeting of the Company should take into account the formalities and procedures described below.

Registration date: The registration date for the extraordinary general shareholders' meeting shall be Thursday 3 November 2016, at midnight (12:00 a.m., Central European Time). Only persons owning securities issued by the Company on Thursday 3 November 2016, at midnight (12:00 a.m., Central European Time) shall be entitled to participate and, as the case may be, vote at the extraordinary general shareholders' meeting. Only shareholders are entitled to vote. The holders of bonds can attend the general meeting but only with an advisory vote. Shareholders, as well as holders of bonds must satisfy the formalities that are described under "—Participation to the meeting".

Participation to the meeting: In order to be able to participate to the extraordinary general shareholders' meeting, a holder of securities issued by the Company must satisfy two conditions: (a) be registered as holder of securities on the registration date and (b) notify the Company, as described below.

• (a) Registration: Firstly, the right for a holder of securities to participate to and, as applicable, to vote at the extraordinary general shareholders' meeting is only granted on the basis of the registration of the securities concerned, on the aforementioned registration date at midnight, via registration, in the applicable register book for the securities concerned (for registered securities) or in the accounts of a certified account holder or the relevant settlement institution for the securities concerned (for dematerialised securities or securities in book-entry form).
• (b) Notification: Secondly, in order to be admitted to the extraordinary general shareholders' meeting, the holders of securities issued by the Company must notify the Company or KBC Bank whether they want to participate to the meeting. The holders of securities that wish to make such notification can make use of the registration notice form that can be obtained at the Company's registered office and on the Company's website (www.nyrstar.com). The notice must reach the Company by mail at its registered office (Zinkstraat 1, 2490 Balen, Belgium, Attention: Virginie Lietaer, Company Secretary) or by e-mail at registrations@nyrstar.com at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before Friday 11 November 2016 at the latest. The notice to KBC Bank can be made at the counters of KBC Bank on or before Friday 11 November 2016 at the latest. Holders of securities issued by the Company must, however, take into account that Friday 11 November 2016 is a bank holiday in Belgium. For the holders of dematerialised securities or securities in book-entry form, the notice should include a certificate confirming the number of securities that have been registered in their name on the registration date. The certificate can be obtained by the holder of the dematerialised securities or securities in book-entry form with a certified account holder or the relevant settlement institution for the securities concerned.

Voting by mail: The shareholders can vote by mail in accordance with Article 28 of the Company's Articles of Association. Votes by mail must be cast by means of the form prepared by the Company. The vote by mail form can be obtained at the Company's registered office and on the Company's website (www.nyrstar.com). The vote by mail form must be signed in writing or electronically. The electronic signature must be an advanced electronic signature in the sense of Article 4, §4 of the Belgian Act of 9 July 2001 regarding the determination of certain rules in relation to the legal framework for electronic signatures and certification services, or an electronic signature that complies with the conditions set out in Article 1322 of the Belgian Civil Code. Signed vote by mail forms must reach the Company by mail at its registered office (Zinkstraat 1, 2490 Balen, Belgium, Attention: Virginie Lietaer, Company Secretary) or by e-mail at registrations@nyrstar.com at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before Friday 11 November 2016 at the latest. Shareholders must, however, take into account that Friday 11 November 2016 is a bank holiday in Belgium. A shareholder who wishes to vote by mail must in any case comply with the formalities to attend the meeting, as explained under "—Participation to the meeting".

Representation by proxy: Holders of securities can attend the meeting and vote, as applicable, through a proxy holder. Proxy forms can be obtained at the Company's registered office and on the Company's website (www.nyrstar.com). The proxy must be signed in writing or electronically. The electronic signature must meet the same requirements as the electronic signature for vote by mail forms (see also "—Voting by mail"). Signed proxies must reach the Company by mail at its registered office (Zinkstraat 1, 2490 Balen, Belgium, Attention: Virginie Lietaer, Company Secretary) or by e-mail at registrations@nyrstar.com at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before Friday 11 November 2016 at the latest. Holders of securities issued by the Company must, however, take into account that Friday 11 November 2016 is a bank holiday in Belgium. The appointment of a proxy holder must be made in accordance with the applicable rules of Belgian law, including in relation to conflicts of interest and the keeping of a register. Holders of securities who wish to be represented by proxy must in any case comply with the formalities to attend the meeting, as explained under "—Participation to the meeting".

Question right: Every shareholder has the right to ask questions to the Directors and the Statutory Auditor related to items on the agenda of a general shareholders' meeting. Questions can be asked during the meeting or can be submitted in writing prior to the meeting. Written questions must reach the Company by mail at its registered office (Zinkstraat 1, 2490 Balen, Belgium, Attention: Virginie Lietaer, Company Secretary) or by e-mail at registrations@nyrstar.com at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before Friday 11 November 2016 at the latest. Shareholders must, however, take into account that Friday 11 November 2016 is a bank holiday in Belgium. Written and oral questions will be answered during the meeting concerned in accordance with applicable law. In addition, in order for written questions to be considered, the shareholders who submitted the written questions concerned must comply with the formalities to attend the meeting, as explained under "—Participation to the meeting".

Access to the meeting room: The natural persons who attend the extraordinary general shareholders' meeting in their capacity as owner of securities, holder of proxies or representative of a legal entity must be able to provide evidence of their identity in order to be granted access to the meeting room. In addition, the representatives of legal entities must hand over the documents establishing their capacity as corporate representative or attorney-in-fact.

AVAILABLE INFORMATION

The following documentation is available on the Company's website (www.nyrstar.com/investors/en/shareholderinformation/Pages/Shareholder-Meetings.aspx): the notice convening the extraordinary general shareholders' meeting, an explanatory note regarding the agenda and proposed resolutions or, if no resolutions are proposed, a commentary by the Board of Directors, the documents to be submitted to the extraordinary general shareholders' meeting as referred to in the agenda of the meeting, the registration notice, the vote by mail forms, and the proxy forms. Prior to the extraordinary general shareholders' meeting, holders of securities of the Company can also obtain at the registered office of the Company (Zinkstraat 1, 2490 Balen, Belgium), free of cost, a copy of this documentation. The aforementioned website also mentions the total number of outstanding shares and voting rights of the Company.

On behalf of the Board of Directors

THIS DOCUMENT IS NOT AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY SHARES, BONDS OR OTHER SECURITIES OF NYRSTAR NV. THE INFORMATION CONTAINED HEREIN IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION (DIRECTLY OR INDIRECTLY) IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, SOUTH AFRICA OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD BE UNLAWFUL.