Regulated Information
Nyrstar provides an update for the 2019 annual general shareholders’ meeting to be held on 30 June 2020
27 May 2020 at 22.00 CEST
Nyrstar NV (the “Company”) today provides an update with regards to the manner in which the 2019 annual general shareholders’ meeting to be held on 30 June 2020 will be organised to maximise shareholder participation whilst adhering to the various measures imposed by the Belgian and European authorities to fight the Covid-19 pandemic.
The Company is pleased to announce that, after testing, benchmarking and research, upon request of certain of its shareholders to participate in a debate with the Board of Directors and after consultation with the FSMA, the annual general shareholders’ meeting scheduled on 30 June 2020 will be held in a virtual format in accordance with the Royal Decree no. 4 of 9 April 2020 containing various provisions on co-ownership and company and association law in the context of the fight against the Covid-19 pandemic (the “Royal Decree no. 4”). The format has been chosen for its ability to facilitate maximum shareholder participation within the constraints imposed in the fight against the Covid-19 pandemic. The Company has decided that it will be live webcasting its shareholders’ meeting on 30 June 2020 and that it will provide shareholders that wish to do so, the ability to participate in the shareholders’ meeting virtually (by distance), using an application.
There will be a question and answer session where the Board of Directors and the Company’s statutory auditor will respond to all questions raised by shareholders via a chatbox, subject and in accordance with Belgian law. Furthermore, there will also be a facility to enable live electronic voting on the agenda items after the questions have been responded to. While shareholders may submit questions during the meeting, shareholders may also submit written questions up to four days in advance of the meeting. Further, as is the case with all the Company’s shareholder meetings, voting can be done in writing, in advance and remotely by way of vote by mail form or by proxy.
The Company also notes that shareholders meeting the requirements set out in the Belgian Code of Companies and Associations may request additional agenda items be added to the agenda of the annual general shareholders’ meeting to be held on 30 June 2020. The convening documentation for the annual general shareholders’ meeting to be held on 30 June 2020 together with details of how to access the dedicated application will be published on the Company’s website on 29 May 2020.
The Company has concluded that under the current circumstances, in light of the coronavirus outbreak, public health concerns, widespread travel restrictions, and to assist in protecting the health and well-being of the Company’s shareholders and representatives of the Company, it is not possible to organise the shareholders’ meeting on 30 June 2020 as a physical meeting in a way that excludes risk of further spreading of the Covid-19 virus as envisaged by the measures taken by the Belgian and other European authorities to fight the Covid-19 pandemic. Also, the Company does not have sufficient information to judge how the travel restrictions affecting certain Board members will have evolved by 30 June 2020.
As previously announced by the Company, the general shareholders’ meeting and the two extraordinary general shareholders’ meetings to be held consecutively on 2 June 2020 at 11:00 a.m. CEST will be behind closed doors and, in accordance with the Royal Decree no. 4 and to assist in protecting the health and well-being of the Company’s shareholders, employees and representatives, the Board of Directors has prohibited the physical presence of shareholders and other persons entitled to attend the meeting, as well as their proxyholders. The Company however notes that the two extraordinary general shareholders’ meetings scheduled on 2 June 2020 require an attendance quorum, and given the historic participation rate at the Company’s general shareholders’ meetings since its first listing in 2007 and based on the voting by mail forms and proxy forms for the shareholders’ meetings scheduled on 2 June 2020 that the Company has received from its shareholders up until now, the Company reasonably expects that two new extraordinary general meetings will need to be held on 30 June 2020. These new extraordinary general meetings will follow the same virtual format as outlined above for the annual general meeting of shareholders set out in this press release.
The exercise of voting rights at the general shareholders’ meeting and the two extraordinary general shareholders’ meetings of 2 June 2020 can only be done in writing by way of voting by mail or by representation by proxy to a special proxy holder as designated by the Company, i.e. an employee of the notary office Celis, Celis & Liesse, as set out in the notice. The Company notes that proxies that are completed in a manner that does not comply with the proxy form instructions will be deemed invalid for the 2 June 2020 meetings.
Voting forms and proxy forms are made available to the shareholders on the Company's website and can be sent, in accordance with Royal Decree no. 4, by sending an e-mail with a scanned or photographed copy of the completed and signed voting form or proxy form to the e-mail address as set out in the invitation.
About Nyrstar
The Company is incorporated in Belgium and, following completion of the recapitalisation/restructuring has a 2% shareholding in the Nyrstar group. The Company is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website: www.nyrstar.be.
For further information contact:
Anthony Simms - Head of External Affairs & Legal M: +41 79 722 2152 anthony.simms@nyrstar.com
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