Proxy Solicitation & Information Statement • May 28, 2021
Proxy Solicitation & Information Statement
Open in ViewerOpens in native device viewer
(the "Company")
to be held on 23 August 2021 at 12:00 p.m. CEST
This form should be used by holders of shares who want to vote by mail.
The vote by mail form must be signed in writing or electronically. In the event an electronic signature is used, it must be a qualified electronic signature in the sense of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC, or an electronic signature that complies with the conditions set out in Article 1322 of the Belgian Civil Code.
The signed and completed form must reach Nyrstar NV (the "Company") at the latest on the sixth calendar day prior to the extraordinary general shareholders' meeting, i.e. on or before 17 August 2021 at the latest. Forms sent to the Company must be sent by mail to:
Nyrstar NV Attention: Anthony Simms Company Secretary Zinkstraat 1 2490 Balen Belgium
or by e-mail to:
Holders of shares who wish to vote by mail must also register for the extraordinary general shareholders' meeting, as described in the notice convening the extraordinary general shareholders' meeting. Holders of dematerialised shares or shares in book-entry form must attach to the present form a certificate issued by the applicable settlement institution for the securities concerned, or by a certified account holder, confirming the number of securities that have been registered in their name on the registration date (i.e. 9 August 2021, at midnight (12:00 a.m., Central European Summer Time)) with which they want to participate to the extraordinary general shareholders' meeting.
The undersigned (the "Undersigned")
| First Name: | …………………………………………………………………… |
|---|---|
| Family Name: | …………………………………………………………………… |
| Address: | …………………………………………………………………… |
| or | |
| Corporate name: | …………………………………………………………………… |
| Corporate form: | …………………………………………………………………… |
| Registered office: | …………………………………………………………………… |
| …………………………………………………………………… | |
| Represented by (first name, family name and capacity): |
…………………………………………………………………… |
| …………………………………………………………………… | |
| …………………………………………………………………… | |
| …………………………………………………………………… |
owner of the following number of shares issued by the limited liability company, Nyrstar, with its registered office at Zinkstraat 1, 2490 Balen, Belgium:
| Number of shares | ……………… | |||
|---|---|---|---|---|
| Form of the above mentioned shares (please tick the appropriate box): |
||||
| Registered |
||||
| Dematerialised |
||||
Hereby irrevocably votes, as indicated hereafter in the appropriate box, on the item of the following agenda:
Agenda and proposed resolution: The agenda and proposed resolution 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, is only the italic part of the following agenda item:
On 7 June 2021, the Company received a request pursuant to Article 7:130 of the Belgian Code of Companies and Associations from Kris Vansanten, Bee Inspired BV and Quanteus Group BV, shareholders jointly owning 6.64% of the outstanding shares of the Company, to add the current additional item and proposed resolutions, as set out below, to the agenda of the meeting.
Proposed resolution:
First resolution:
Inter alia in view of the serious indications that the current directors of Nyrstar NV do not meet the independence criteria, the general meeting decides to instruct the board of directors of Nyrstar NV to convene, within a period of 60 days from today, a special general meeting with the appointment of one or more independent directors for Nyrstar NV as agenda item, for which candidates may be proposed by the shareholders to the general meeting. The candidate independent directors must meet the statutory independence criteria and must not have the appearance of dependence to the company, Trafigura Group, or persons affiliated with them (as defined in Article 1:20 of the Belgian Code of Companies and Associations) nor of the minority shareholders involved in the procedure.
Voting instruction:
| | | |
|---|---|---|
| I AGREE | I DO NOT AGREE | ABSTENTION |
The aforementioned vote applies to the extraordinary general shareholders' meeting that will be held on 23 August 2021. In case the aforementioned extraordinary general shareholders' meeting would be postponed or suspended, the aforementioned vote will also apply to the general meeting that would be held having the same agenda, as relevant:
* * *
Yes
Please tick the appropriate box. In the absence of an instruction, or if, for whatever reason, there is a lack of clarity with regard to the instruction given, the Undersigned shall be deemed to have selected "Yes". Please note that in order to apply for such subsequent meeting, holders of shares must again register for such meeting.
In case of amendments during the meeting to a proposed resolution or in case of a new proposed resolution during the meeting: 1
No
the following person is appointed as special proxy holder, with power of substitution, to vote in the name of the Undersigned on the amended or new resolution: Mr./Mrs. …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… 2
1 Please complete as appropriate. An absence of instruction shall be tantamount to an instruction to vote for the amended proposed resolution or new proposed resolution.
2 In case the Chairman of the Company is appointed as special proxy holder, he will in such event vote on the amended proposed resolutions or new proposed resolutions in the manner as will be supported or recommended by the Board of Directors. Please note that the Chairman of the Company is a Director of Nyrstar NV and therefore has a potential conflict of interest as provided for in Article 7:143 of the Belgian Code of Companies and Associations.
The present voting letter shall also serve as notification within the meaning of Article 7:134 of the Belgian Code of Companies and Associations with respect to the extraordinary general shareholders' meeting of the Company to be held on 23 August 2021.
Done at ……………………………………., on ………………………………………...2021
Signature……………………………
Building tools?
Free accounts include 100 API calls/year for testing.
Have a question? We'll get back to you promptly.