Nyrstar provides an update for the 2019 annual general shareholders’ meeting to be held on 30 June 2020
28 May 2020 - 6:00AM
Nyrstar provides an update for the 2019 annual general
shareholders’ meeting to be held on 30 June 2020
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 NyrstarThe 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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