Pursuant to articles 3:5 and 3:6 of the Belgian Code of Companies and Associations, we are hereby reporting to you on the
operations of Nyrstar NV (the “Company”) with respect to the financial year as from 1 January 2022 until 31 December 2022.
This report comprises also the corporate governance statement and remuneration report in accordance with article 3:6 §2 and
§3 of the Belgian Code of Companies and Associations as attached to this report in annex C and D respectively.
1. Company facts and activities
The Company has its registered office at Zinkstraat 1, Balen, Belgium. The Company has been listed on Euronext Brussels
since 29 October 2007.
Until 31 July 2019, the Company was the holding company of the Nyrstar Group (consisting of Nyrstar NV and its subsidiaries).
In addition, until 31 July 2019, the Company delivered a number of support services to the Nyrstar Group, such as, but not
limited to, regional purchasing, IT, environment, innovation and development, continuous improvement and legal support
services. Following the completion of the restructuring of the Nyrstar group at 31 July 2019 (described in more detail in section
2 below), the Company intended to continue trading as an investment company, holding 2% of the equity in NN2 NewCo
Limited (“NN2”) for the benefit of the Company’s shareholders.
At 9 December 2019, the Extraordinary General Meeting (“EGM”) of the Company was held to deliberate on the continuation
of the Company's activities and a proposed capital decrease. The shareholders rejected the continuation of the Company's
activities. As such, the 31 December 2022 financial statements of the Company are prepared on a discontinuity basis. As the
result of an order of 26 June 2020 of the President of the Antwerp Enterprise Court (Antwerp division), at the request of a
group of shareholders, the Company was prohibited from holding a general meeting with the dissolution of the Company on
the agenda until three months after a final decision on the appointment of a college of experts (see below, under section 8.3)
would have obtained res judicata effect. As announced on 14 February 2023 and as set out below under section 8.3, in light
of the announcement in the press that certain shareholders of the Company would file a Supreme Court appeal against the
judgment of the Antwerp Court of Appeal dated 17 November 2022 with respect to the claim for the appointment of a panel of
experts, the Company is of the opinion that it is not opportune to carry out its obligation to place the dissolution on the agenda
pending the Supreme Court appeal. The Company thus announced that it will not take steps to convene a general meeting
with dissolution as an agenda item (or take preparatory actions to that effect) until the Supreme Court has rendered a judgment
in the aforementioned proceedings, and it will update the market by then. This is without prejudice to the Company's previous
communication of 13 January 2023, in which it was confirmed that the Company will not hold a general meeting with the
dissolution on the agenda nor issue any invitation for a general meeting with the dissolution on the agenda until the President
of the Court will have rendered a decision about the interim measures requested by the claimants in respect of the dissolution
of the Company.
Under article 3:23 of the Belgian Code of Companies and Associations, a parent company that controls one or more
subsidiaries is required to prepare consolidated financial statements, unless such subsidiaries are, in view of the consolidated
assets, financial position or the consolidated results, individually and together, only of a negligible significance. Given that, as
at 31 December 2022, Nyrstar NV did not control any significant subsidiary, the Company was not required to prepare
Free English translation for information purposes only
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consolidated financial statements for the year ended 31 December 2022. In accordance with article 12, §3, final paragraph, of
the Royal Decree of 14 November 2007, the Company has prepared the 31 December 2022 standalone statutory financial
statements in accordance with Belgian GAAP.
2. Restructuring of the Nyrstar group
In October 2018, the former Nyrstar group initiated a review of its capital structure (the "Capital Structure Review") in response
to the challenging financial and operating conditions being faced by the Nyrstar group. The Capital Structure Review identified
a very substantial additional funding requirement that the Nyrstar group was unable to meet without a material reduction of
the Nyrstar group's indebtedness. As a consequence, the Capital Structure Review necessitated negotiations between the
Nyrstar group's financial creditors that ultimately resulted in the restructuring of the Nyrstar group, which became effective on
31 July 2019 (the “Restructuring”). As a result of the Restructuring, Trafigura Group Pte. Ltd., via its indirect 98% ownership
of the new holding company NN2 Newco Limited (“NN2”), became the ultimate parent company of the former (direct and
indirect) subsidiaries of the Company (the "Operating Group”), with the remaining 2% stake in NN2 (and thereby the Operating
Group) being owned by the Company.
The agreements to which the Company is currently a party are discussed in further detail below.
2.1. The NNV-Trafigura Deed
The lock-up agreement (“Lock-Up Agreement”) entered into on 14 April 2019 between, among others, the Company and
representatives of its key financial creditor groups, envisaged that the Company, Trafigura Pte Ltd (“Trafigura”) and Nyrstar
Holdings Limited ("Nyrstar Holdings", a Trafigura special-purpose vehicle incorporated, amongst other things, for the purpose
of implementing the Restructuring, now known as Nyrstar Holdings Plc) would enter into a deed confirming their agreement in
respect of (i) certain steps necessary for the implementation of the restructuring as envisaged in the Lock-Up Agreement and
(ii) the terms of the ongoing relationship between the Company and the Trafigura group (the "NNV-Trafigura Deed"). The NNVTrafigura Deed was duly executed on 19 June 2019.
Certain key terms of the NNV-Trafigura Deed namely those governing the distributions policy, drag / tag rights and change of
control in respect of NN2, have previously been described in the Company’s related party disclosures. However, following the
exercise of the Put Option (as defined below and on which, see 2.2 below for more details) and the Company ceasing to be a
shareholder of NN2, these provisions of the NNV-Trafigura Deed are no longer relevant / no longer apply.
Under the provisions of the NNV-Trafigura Deed that continue notwithstanding the exercise of the Put Option and the Company
ceasing to be a shareholder of NN2, the Company continues to benefit from a right (subject to compliance with applicable law
and any relevant confidentiality obligations) to make reasonable requests of Trafigura to procure that the Company is provided
with financial or other information in relation to the Operating Group (or any member of it).
2.2. The Put Option Deed
Pursuant to the NNV-Trafigura Deed, the Company and Trafigura also agreed that Trafigura shall grant to the Company an
option to require a Trafigura entity to purchase the Company's entire interest in NN2. The terms of this option are set out in a
separate deed, dated 25 June 2019, between the Company, Trafigura and Nyrstar Holdings (the "Put Option Deed"). Under
the terms of the Put Option Deed, the Company could put all (but not only a part) of its 2% holding in NN2 to Trafigura at a
price equal to EUR 20 million (the "Put Option").
On 18 November 2021, the Company announced that it had appointed Moore Corporate Finance to prepare an independent
expert’s opinion for the independent directors of the Company (“Committee of Independent Directors”), in the framework of
Article 7:97 of the Belgian Code of Companies and Associations. The independent expert’s opinion was to advise
the Committee of Independent Directors in examining the benefit to the Company, taking all relevant circumstances into
account, of the exercise or non-exercise of the Put Option that the Company had in relation to its entire 2% investment in
NN2.

see & read more on
https://www.nyrstarnv.be/~/media/Files/N/Nyrstar-IR/results-reports-and-presentations/english/2022/2022-annual-report-en.pdf

see also this link
https://www.nyrstarnv.be/~/media/Files/N/Nyrstar-IR/results-reports-and-presentations/english/2022/2022-financial-statements-en.pdf