Nyrstar NV

Share Issue/Capital Change • Feb 5, 2014

Limited Liability Company (Naamloze Vennootschap) Zinkstraat 1, 2490 Balen (Belgium) Company number VAT BE 0888.728.945 RPR/RPM Turnhout

Report of the board of directors

Introduction $1.$

This special report has been prepared by the board of directors of Nyrstar NV in accordance with article 604 of the Belgian Company Code with respect to the proposal to grant powers to the board of directors to increase the company's share capital within the framework of the authorised capital. The proposal will be submitted to an extraordinary general shareholders' meeting of the company to be held before a notary public. The board of directors has set out in this report the circumstances in which the board of directors will be able to use its powers under the authorised capital, and the purposes that it shall pursue.

Proposal to grant powers to the board of directors under the authorised capital $2.$

At the date of this special report, the subscribed share capital of the company amounts to 370,649,145.92 EUR. The share capital is fully paid up and is represented by 170,022,544 shares, each representing the same fraction of the company's share capital. The fractional value of the shares of the company amounts to 2.18 EUR. The fractional value of a share is calculated as a fraction the numerator of which is the amount of the company's subscribed share capital, and the denominator of which is the total number of issued and outstanding shares.

The technique of the authorised capital offers the board of directors a degree of flexibility and expedience that may be necessary to ensure an optimal management of the company and the financing of its operations. The prior disclosures, formalities and time windows to convene a shareholders' meeting and obtain a shareholders' meeting approval to effect a capital increase are elaborate, and often cannot be reconciled with the speed with which market opportunities arise and disappear again. For example, the time to convene a general shareholders' meeting (including a second meeting if the required attendance quorum of 50% of the outstanding shares is not reached at the first meeting) can take around two months. During this period, market circumstances can change significantly. If the board of directors is not able to seize potential market opportunities that would arise, this could be to the disadvantage of the company. On the other hand, if market circumstances no longer allow for a capital raising at favourable conditions after a general shareholders' meeting has been convened, this could also be to the disadvantage of the company.

The board of directors therefore proposes to the general shareholders' meeting to grant powers to the board of directors under the authorised capital for a term of one year and to set the amount of the authorised capital at 100% of the share capital. If the shareholders approve the proposal of the board of directors, article 9 of the company's articles of association will be amended and be restated to read as follows (whereby the reference "[date]" shall be the date of the general shareholders' meeting granting the authorisation under the authorised capital and the reference "[amount]" shall be 100% of the amount of the company's share capital at the time of the granting of the authorisation under the authorised capital by the general shareholders' meeting):

The board of directors may increase the capital of the company on one or several occasions by a maximum amount of [amount].

The board of directors may increase the capital by contributions in cash or in kind, by capitalisation of reserves, whether available or unavailable for distribution, with or without the issuance of new shares. The board of directors may use this authorisation for the issuance of the securities mentioned in article 11 below.

This authorisation is valid for a period of one year as from the date of publication in the annexes to the Belgian Official Gazette of an extract of the minutes of the extraordinary shareholders' meeting of the company held on [date].

In the event of a capital increase decided by the board of directors pursuant to the authorised capital, all issue premiums booked, if any, will be accounted for on the liabilities side of the company's balance sheet under the net equity. The account on which the issue premiums are booked shall, 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.

When exercising its powers under the authorised capital, the board of directors shall not be authorised to restrict or cancel the statutory preferential subscription rights of the shareholders (within the meaning of article 592 and following of the Belgian Company Code) unless (i) a non-statutory preferential subscription right is made available to the existing shareholders subject to applicable company, financial and securities law rules, or (ii) in relation to (public or non-public) offerings of securities outside of the European Economic Area, the offering or availability of a statutory preferential subscription right (within the meaning of article 592 and following of the Belgian Company Code) or a non-statutory preferential subscription right would subject the company to registration and/or prospectus requirements in jurisdictions outside of the European Economic Area.

The proposal is to grant the board of directors sufficient flexibility in order to carry out potential capital raisings in the future, as and when deemed appropriate or necessary, as further described below.

$3.$ Circumstances and purposes for the use of the authorised capital

The board of directors intends to use its powers under the authorised capital in circumstances where, in the interests of the company, the convening of a general shareholders' meeting would be undesirable or not appropriate. Such circumstances could for instance arise when:

• it appears to be necessary to be able to respond quickly to certain market opportunities;
• a prior convening of a shareholders' meeting would lead to an untimely announcement of the transaction, which could be in the disadvantage of the company; or
• due to the urgency of the situation it appears that a capital increase within the framework of the authorised capital is necessary in the interests of the company.

The board of directors would be able to use its powers under the authorised capital, subject to the statutory preferential subscription rights (unless these could be cancelled or limited, subject to the conditions set out in the proposed amended and restated last paragraph of article 9 of the articles of association of the company), to raise capital, inter alia:

• with a view to strengthening the capital or net equity of the company;
• to finance the company's business activities or new business initiatives;
• to finance (in whole or in part) takeovers or acquisitions of companies, businesses or assets, or other types of mergers, partnerships or strategic alliances; and/or

for other general working capital purposes. $\bullet$

$\star$ $\star$ $\star$

Done on 5 February 2014,

On behalf of the board of directors,

De Wilde J Management BVBA represented by its permanent representative Julien De Wilde Chairman

Roland Junck Director