Nyrstar provides an update with regards to recent litigation and FSMA investigations

Nyrstar provides an update with regards to recent litigation and FSMA investigations

1 June 2020 at 23.30 CEST

Nyrstar NV (the “Company”) today provides an update on recent litigation initiated against the Company and its Board of Directors by certain shareholders of the Company and the investigation by the FSMA. This includes (i) the emergency appeal lodged by certain shareholders of the Company with the highest Belgian administrative court (Conseil d’Etat – Raad van State) against the Royal Decree no. 4 of 9 April 2020 that was rejected; (ii) the expanded FSMA investigation of certain information disclosure by the Company; and (iv) the writ of summons issued on 29 May 2020 against among others the Company and its current directors by certain shareholders.  

1. Emergency appeal lodged by certain shareholders of the Company against the Royal Decree no. 4 of 9 April 2020

On the morning of Saturday 30 May 2020, the Company’s counsel was made aware that Quanteus group BV, Mr. Kris Vansanten and Ms. Evelyne Van Wassenhove, shareholders in the Company, had launched an emergency appeal with the highest Belgian administrative court (Conseil d’Etat – Raad van State) against 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 Royal Decree no. 4 is the basis for organising Nyrstar’s upcoming shareholders’ meetings of 2 June 2020 and 30 June 2020. The plaintiffs alleged that the decree infringes property rights of shareholders by allowing a board of directors to organize the general meeting of shareholders in accordance with the modalities provided by the Royal Decree no. 4.

In a judgment issued earlier today, the Conseil d’Etat – Raad van State has dismissed the emergency appeal. The court ruled against the plaintiffs on the grounds that they had not acted with the required diligence and that the harm allegedly suffered by the plaintiffs is hypothetical.

As previously announced by the Company on 27 May 2020, the Company published on 29 May 2020 the invitation to the ordinary general meeting of shareholders of 2019 to be held on 30 June 2020. This annual meeting had initially been convened for 16 April 2020, but also had to be postponed in view of the coronavirus pandemic. 30 June 2020 is the date of the annual meeting of the Company as included in the Company’s articles of associations. With respect to the annual general shareholders’ meeting, Nyrstar had already announced on 27 May 2020, two days before the plaintiff’s lodged their appeal with the Conseil d’Etat – Raad van State, that this meeting will be held virtually with applications allowing a Q&A session by which shareholders have the opportunity to submit questions via a chatbox, and electronic voting during the shareholders meeting in accordance with Royal Decree no. 4.