Regulated information
24 March 2016
Nyrstar ("Nyrstar" or the "Company") today invited its shareholders to attend its forthcoming annual general shareholders' meeting ("AGM") on 27 April 2016, followed shortly by an extraordinary general shareholders' meeting ("EGM"). The AGM will commence at 10:30 a.m. CET at Diamant Building, A. Reyerslaan 80, 1030 Brussels, Belgium.
The full notices, including Agendas, proposed resolutions and explanatory notes, can be found on the Nyrstar website: http://www.nyrstar.com/investors/en/shareholderinformation/Pages/Shareholder-Meetings.aspx
The AGM and EGM resolutions include, amongst others, changes to the Board and a proposal for share consolidation; further detail is outlined below.
Board changes
Having recently set out a revised strategy under new CEO, Mr Bill Scotting, and with a new CFO, Mr Chris Eger, in place, the Board believes that now is a good time to propose a number of changes to its composition that better reflect the new strategic focus and future direction for the business. Current Chairman, Mr Julien De Wilde, has served notice of his intention to retire from the Board at the conclusion of the AGM, having served as Chairman of the Board since the Company's listing in August 2007. Mr De Wilde's successor as Chairman will be elected in a meeting of the Board to be convened immediately following the conclusion of the AGM and the market will be notified of the Board's decision thereafter.
In addition, Mr Karel Vinck and Mr Oyvind Hushovd will be retiring from the Board having served the full terms of their respective directorships. Mr Ray Stewart has also served notice of his intention to retire from the Board at the conclusion of the AGM, having served as a Board member since October 2007. The Board thanks the retiring Board members for their contributions and expertise.
Following a thorough independent search process, and upon advice of the Nomination and Remuneration committee, the Board has nominated Ms Anne Fahy to be elected to the Board as Independent Non-Executive Director. The Board also recommends the Trafigura Group's proposal to elect Mr Jesús Fernandez as Non-Executive Director. The Nyrstar Board believes Ms Fahy and Mr Fernandez have the necessary skills and expertise to help guide the Company as it implements its strategy.
The Board believes that granting the non-executive directors the opportunity to be remunerated in whole or in part in deferred shares of the Company rather than in cash enables the non-executive directors to link their effective remuneration to the future performance of Nyrstar and to strengthen the alignment of their interest with the interest of the Company's shareholders. Therefore, the Board proposes to allow the non-executive directors to take up (all or part of) their cash remuneration for 2016 in deferred share units, which will only vest upon the earlier of the end of the director's mandate or a change of control over the Company.
Share consolidation
The Board proposes to complete a share consolidation with respect to all outstanding shares of the Company by means of a 1-for-10 reverse stock split ("RSS"). This will see existing shares replaced, by exchange for one new share, without altering the amount of new capital, and each new share shall represent the same fraction of the Company's share capital.
All new shares after the completion of the RSS will have the same rights and benefits and rank pari passu with each other in all respects. The Board shall determine the date of the RSS, which will take place before 31 December 2016.
- ENDS -
Notes to Editors:
Professional & academic qualifications of Ms Anne Fahy
Ms Anne Fahy currently sits on the Boards of Interserve Plc and SThree Plc, and Chairs the Audit Committees of both companies. Prior to joining the board of SThree in October 2015, Anne was Chief Financial Officer of BP's Aviation Fuels business, having worked in a variety of finance and finance-related roles in her 27 years at the company. Anne is a Fellow of the Institute of Chartered Accountants in Ireland and worked at KPMG in Ireland and Australia prior to joining BP in 1988. She holds a Bachelor of Commerce from the University College Galway.
Professional & academic qualifications of Mr Jesús Fernandez
Mr Fernandez is currently Head of M&A at Trafigura Group Pte. Ltd. and sits on the board of their mining division. Jesús is a board member of a number of companies including Bowie, Atalaya Mining and Mawson West and is a Principal of the Galena Private Equity Resources Fund. He has more than 15 years of experience in corporate finance, having previously worked for International Power PLC in its project finance division. Jesús holds a Masters in Finance and Investment from Exeter University, and an Honours Degree in Economics from the University of Cantabria.
About Nyrstar
Nyrstar is a global multi-metals business, with a market leading position in zinc and lead, and growing positions in other base and precious metals, which are essential resources that are fuelling the rapid urbanisation and industrialisation of our changing world. Nyrstar has mining, smelting, and other operations located in Europe, the Americas and Australia and employs approximately 5,000 people. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website: www.nyrstar.com.
For further information:
Anthony Simms Group Manager Investor Relations T: +41 44 745 8157 M: +41 79 722 2152 E: anthony.simms@nyrstar.com
Greg Morsbach Group Manager Corporate Communications T: +41 44 745 8295 M: +41 79 719 2342 E: greg.morsbach@nyrstar.com
The full press release can be downloaded from the following link:
