Nyrstar NV (the “Company”) has published today a revised agenda of the general shareholders’ meeting and two extraordinary general shareholders’ meetings to be held on 2 June 2020, that was published on 30 April 2020, pursuant to a request in accordance with article 7:130 of the Belgian Code of Companies and Associations from shareholders holding together 6.8% of the outstanding shares of the Company. Said shareholders of the Company have submitted a request to add two additional items to the agenda of the general shareholders’ meeting and one additional proposed resolution to the existing agenda item of the general shareholders’ meeting. The Company has complied with this request, except for one item of the request, which may not be included in the agenda of a shareholders’ meeting under the Belgian Code of Companies and Associations as the shareholders’ meeting does not have the power to decide on the relevant item. These shareholders have also submitted a request to add one additional item to the agenda of the second extraordinary general shareholders’ meeting and one additional proposed resolution to one of the existing agenda items of the second extraordinary general shareholders’ meeting, which the Company has complied with.
The Company refers to the Revised Explanatory Note from the Board of Directors of the Company which provides further information on the proposed agenda items as well as the revised agenda.
The full revised notice, including revised agenda’s, proposed resolutions and explanatory note can be found on the Nyrstar website: https://www.nyrstar.be/en/investors/share-and-bondholder-information/shareholder-meetings. Pursuant to article 7:130 of the Belgian Code for Companies and Associations, the Company has made amended forms available for votes by mail and votes by proxy, as well as a revised attendance form. Proxies and votes by mail that reach the Company prior to the publication of the revised agenda remain valid for the agenda items to which the proxies and votes by mail apply, subject, however, to applicable law and the further clarifications set out on the proxy forms and voting by mail form.
Finally, Nyrstar informs its shareholders that the invitation that was published today and on 30 April 2020 sets out only the modalities of the general shareholders’ meeting and the two extraordinary general shareholders’ meetings to be held on 2 June 2020. In view of the ever changing circumstances and governmental measures in respect of the current Covid-19 pandemic, in Belgium and the countries of residence of the directors, the Board is not yet in a position to decide on the modalities for the annual general shareholders’ meeting and the two extraordinary general shareholders’ meetings. The latter decision will only be taken when the convening documentation for such meetings is to be finalized, so as to allow the Board to take into account all developments date and all relevant circumstances at that moment in time. The Company confirms that it is its firm intention to organise the general shareholders’ meetings to be held on 30 June 2020 physically and, if such is not possible in the then current circumstances, to investigate all other means to allow and continue the live debate between the Board, the Company’s statutory auditor and the Company’s shareholders. In this respect, the Company will of course need to take into account legal and language restrictions, as well as the fact that all directors reside outside of Belgium and are hence subject to different travel restrictions.