Nyrstar NV’s Board recommendations with regard to proposals received for the election of a new director
Regulated Information
Nyrstar NV's Board recommendations with regard to proposals received for the election of a new director
19 June 2023 at 08.00 CEST
The Board of Directors of Nyrstar NV (the "Company") today issued its recommendation regarding the request that it received from Mr. Kris Vansanten, Bee Inspired BV and Quanteus Group BV (jointly owning 7.83% of the outstanding shares of the Company) on 5 June 2023 to add a proposal to the agenda of the annual general shareholders' meeting on 27 June 2023 (the "AGM") to appoint Mr. Thierry Buytaert as a new independent non-executive director within the meaning of Article 7:87 of the Belgian Code of Companies and Associations and Provisions 3.4 and 3.5 of the Belgian Corporate Governance Code of 9 May 2019. The revised notice for the forthcoming AGM was published by the Company on 12 June 2023.
The full revised notice, including revised agenda, proposed resolution and explanatory note can be found on the Nyrstar NV website: https://www.nyrstarnv.be/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. 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.
Recommendations regarding Mr. Buytaert
In the light of the Belgian Corporate Governance Code and the Company's Corporate Governance Charter, the Company's Nominations and Remuneration Committee reviewed the curriculum vitae, candidacy and independence of Mr. Buytaert.
Mr. Kris Vansanten, Bee Inspired BV and Quanteus Group BV, together with related persons and shareholders, have filed a transparency declaration on 28 December 2021 (published on the Company's website) for a total of 15.09% of the outstanding shares of the Company. Mr. Buytaert thus had been proposed by a group of shareholders who, in concert with other shareholders, hold more than 10% of the voting rights in the Company. As such, Mr. Buytaert does not meet the independence criteria set out in clause 3.5(5b) of the Belgian Corporate Governance Code.
The independence criteria in the Belgian Corporate Governance Code follow the comply or explain principle and the Company has had the opportunity to meet and discuss with Mr. Buytaert to discuss his candidacy and verify the other independence criteria. As the Company, on the basis of these discussions and its verification of the other independence criteria, believes that Mr. Buytaert, with his highly relevant experience in Belgian litigation, would be a suitable addition to the Company's Board of Directors and can reasonably on investigation be seen to be independent, the Company, upon recommendation of the Nominations and Remuneration Committee, therefore chooses to deviate from clause 3.5(5b) of the Belgian Corporate Governance Code by recommending that shareholders vote for his appointment as an independent non-executive director.
About Nyrstar NV
The Company is incorporated in Belgium and is listed on Euronext Brussels under the symbol NYR. For further information please visit the Nyrstar website: www.nyrstarnv.be
For further information contact:
Anthony Simms - Head of External Affairs & Legal anthony.simms@nyrstarnv.be
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- Nyrstar NV - Buytaert director recommendation EN