Proxy Solicitation & Information Statement • May 28, 2021
Proxy Solicitation & Information Statement
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to be held on 23 August 2021 at 12:00 p.m. CEST
This proxy can be used by holders of shares who want to be represented by a proxy holder at the extraordinary general shareholders' meeting.
This proxy does not constitute a proxy solicitation in the sense of Article 7:144 or 7:145 of the Belgian Code of Companies and Associations.
The proxy 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 proxy 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. Proxies 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 be represented by proxy 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 shares concerned, or by a certified account holder, confirming the number of shares 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): |
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| Registered |
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| Dematerialised |
hereby appoints as his/her special proxy holder, with power of substitution:
Mr./Mrs. .…………………...……………………………………………………………….1
The Chairman of the Company2
1 Please complete as appropriate. An absence of instruction shall be tantamount to an appointment of the Chairman of the Company as proxy holder.
2 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. He will only vote in execution of the proxy in accordance with the specific voting instructions set out in the proxy. In the absence of a specific voting instruction, or if, for whatever reason, there is a lack of clarity with regard to the voting instructions given, he will vote for the proposed resolutions supported by the Board of Directors.
who agrees to be so appointed, and whom the Undersigned authorises:
I. to represent the Undersigned at the extraordinary general shareholders' meeting that will be held on 23 August 2021 at 12:00 p.m. CEST.
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 |
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|---|---|
| -------------------------------------------------------- | -- |
* * *
II. In case the aforementioned extraordinary general shareholders' meeting would be postponed or suspended, the special proxy holder shall have the power to represent the Undersigned at the general meeting that would be held having the same agenda, as relevant:
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
the special proxy holder shall vote for the amended or new resolution
the special proxy holder shall vote against the amended or new resolution
the special proxy holder shall abstain from the vote on the amended or new resolution
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. In case the Chairman of the Company is appointed (or deemed 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.
III. In the name of and on behalf of the Undersigned, to sign all attendance lists and minutes, to participate in all deliberations, to vote with respect to all decisions or items that can, pursuant to this agenda, be presented to said meeting.
IV. In general, to do all that appears necessary and/or useful for the exercise of this power of attorney.
The Undersigned hereby ratifies and approves all acts carried out by the aforementioned proxy holder. The proxy holder will vote on behalf of the Undersigned in accordance with the instructions given above.
The present proxy 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……………………………
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