Nyrstar : Copy of notarial deed (English translation and Dutch original)

Berquin Notarissen

CVBA

Lloyd Georgelaan 11

1000 Brussel

RPR Brussel 0474.073.840

	Translation in English
ORDINARY GENERAL SHAREHOLDERS' MEETING
File number: TC/JP/2223439	Repertorium number : 2022/113101
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"NYRSTAR"

limited liability company at 2490 Balen, Zinkstraat 1

VAT (BE) 0888.728.945 - RPR/RPM Antwerp, division Turnhout [e-mail]

www.nyrstar.be

APPROVAL OF THE STATUTORY FINANCIAL STATEMENTS

-

DISCHARGE FROM LIABILITY OF THE DIRECTORS AND THE STATUTORY AUDITOR

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APPROVAL OF THE REMUNERATION REPORT

Today on 28 June 2022.

At BluePoint Brussels, A. Reyerslaan 80, 1030 Brussels - Einstein ABC Theatre.

Before Tim CARNEWAL, notary in Brussels (first district), carrying out his profession in the company "BERQUIN NOTARISSEN", having its registered office at 1000 Brussels, Lloyd Georgelaan 11,

IS HELD

the ordinary shareholders' meeting of the limited liability company "NYRSTAR", with registered office at 2490 Balen, Zinkstraat 1, hereinafter the "Company".

IDENTIFICATION OF THE COMPANY

The Company was incorporated as "NEPTUNE ZINC" by a deed established by Mr. Damien HISETTE, Notary in Brussels, on 13 April 2007, published in the Annexes of the Belgian State Gazette of 23 April 2007, under number 07059511.

The Articles of Association have been amended several times and for the last time pursuant to a notarial deed passed by Mr. Frank LIESSE, Notary in Antwerp, on 30 June 2020, published in the Annexes of the Belgian State Gazette of 14 July 2020, under number 20332550.

The Company's e-mail address is [e-mail]. The Company's website is www.nyrstar.be.

The Company is registered with the register of legal entities under number 0888.728.945.

OPENING OF THE MEETING - COMPOSITION OF THE BUREAU - PRELIMINARY STATEMENTSThe meeting opens at 11.00 am, under the chairmanship of Mr. Martyn Konig, residing at

Le Vouest, La Rue du Blanc Pignon, Saint Martin, Jersey, JE3 6AQ, chairman of the Board of Directors of the Company.

The Chairman notes that, in accordance with applicable law, Dutch is the official working language of the meeting. The Chairman explains that statements made in English will be simultaneously translated into Dutch and vice versa, and shareholders may obtain headsets if they wish to make use of these translations. The Chairman explains that the meeting is recorded for the purposes of this translation and refers to the privacy notice on the website of the Company. Finally, the Chairman asks shareholders to use a microphone when speaking for purposes of this translation.

The Chairman explains that the Company has asked Tim Carnewal, notary public, to notarize this meeting in accordance with the legal provisions, as provided by, among others, the

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Notaries Act (independent and impartial counsel). In addition, it is noted that the Company has asked bailiff Van Schel to record the course of this meeting.

The Chairman notes that the other directors of the Company, being Ms. Carole Cable, Ms. Anne Fahy and Ms. Jane Moriarty, as well as the statutory auditor of the Company, BDO Bedrijfsrevisoren BV, represented by Mr. Gert Claes, are also physically present at the meeting. Mr. Anthony Simms, interim secretary of the Company and Mr. Roman Matej, interim finance director, are also physically present.

The Chairman explains that, as has been the case at other general shareholders' meetings of the Company since the completion of the restructuring in July 2019, certain shareholders may have questions for the Board of Directors and/or the statutory auditor of the Company. To the extent such questions are related to the agenda items, the Board of Directors will answer them to the best of its ability. The Board of Directors has also responded to all written questions submitted for this meeting, and these responses were published on the Company's website prior to the start of this meeting. These written questions and answers will be answered later during this meeting.

Since voting will be conducted by means of an electronic voting system, the meeting agrees that no tellers will be appointed.

The Chairman of the meeting, being Mr. Martyn Konig as chairman of the Board of Directors of the Company, and the Secretary, being Mr. Anthony Simms as interim secretary of the Company, residing at 31 The Drive, Stanwell Park, NSW 2508, Australia, together constitute the bureau of the general shareholders' meeting.

AGENDA

On behalf of the Chairman, it is recalled that the agenda for the meeting is as follows:

1. Reports on the statutory financial statements

Submission of, and discussion on, the annual report of the Board of Directors and the report of the statutory auditor on the statutory financial statements for the financial year ended on 31 December 2021.

2. Approval of the statutory financial statements

Approval of the statutory financial statements for the financial year ended on 31 December 2021, and of the proposed allocation of the result.

Proposed resolution: The general shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2021, as well as the allocation of the result as proposed by the Board of Directors.

3. Discharge from liability of the Directors

Proposed resolution: The general shareholders' meeting grants discharge from liability to each of the Directors who was in office during the previous financial year, for the performance of his or her mandate during that financial year.

4. Discharge from liability of the Statutory Auditor

Proposed resolution: The general shareholders' meeting grants discharge from liability to the statutory auditor which was in office during the previous financial year, for the performance of its mandate during such period.

5. Approval of the remuneration report

Submission of, discussion on and approval of the remuneration report prepared by the Nomination and Remuneration Committee, and included in the annual report of the Board of Directors for the financial year ended on 31 December 2021.

Proposed resolution: The general shareholders' meeting approves the remuneration report included in the annual report of the Board of Directors for the financial year ended on 31 December 2021.

***

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VERIFICATIONS BY THE BUREAU - ATTENDANCE

On behalf of the Chairman, the findings and verifications made by the bureau during and after the formalities for the registration of participants are reported to the meeting, with a view to the composition of the meeting:

I. Notice

Prior to the opening of the meeting, the proof of convening notices published in the Belgian State Gazette and in the press were submitted to the bureau. They will be kept in the archives of the Company. The bureau acknowledged that the dates of the publications are the following:

1. the Belgian State Gazette of 27 May 2022; and
2. De Standaard of 27 May 2022.

The Chairman submits the evidentiary copies of these documents after they have been initialled by the members of the bureau.

The text of the notice of the meeting as well as the documents to be submitted to the general meeting, an overview of the total number of outstanding shares and voting rights, a participation form for holders of shares, a proxy form to authorize the holders of shares issued by the Company to attend the general meeting, a form to vote by mail and an explanatory note relating to the items and proposed resolutions on the agenda were furthermore made available to the shareholders on the Company's website (www.nyrstar.be) as from 27 May 2022.

The notice containing the agenda and the proposed resolutions, and accompanied by the aforementioned documents, were sent to the registered shareholders, the directors and the statutory auditor by ordinary letter or by e-mail (if an e-mail address was provided to the Company to communicate by this means of communication) on 27 May 2022, in accordance with Articles 7:128 and 7:132 of the Belgian Code of Companies and Associations, unless waived.

On behalf of the Chairman, it is declared and the meeting acknowledges that there are neither holders of convertible bonds or registered subscription rights, nor holders of registered certificates issued with the cooperation of the Company.

The aforementioned documents were shown by the Chairman to the undersigned notary who then handed them over again for the purpose of keeping the originals by the Company in its archives.

II. Verification of the powers of the participants of the meeting

With respect to the participation in the general shareholders' meeting, the bureau verified whether article 25 of the Articles of Association was complied with. The bureau confirmed this to the notary and the various documents evidencing so as well as the proxies and votes by mail will be kept in the Company's files.

III. Attendance List

The registration date of the general shareholders' meeting was Tuesday 14 June 2022, at midnight (12:00 a.m., Central European Summer Time). In accordance with the applicable legislation, only persons owning securities issued by the Company on the aforementioned registration date shall be entitled to participate and, as the case may be, vote at the general shareholders' meeting.

An attendance listhas been prepared indicating (i) the identity of the shareholders participating at the meeting, (ii) their domicile or registered office, (iii) the identity of their proxy holders (if applicable), and (iv) the number of shares with which they participate in the voting. The attendance list also indicates which directors are present at the meeting and whether the statutory auditor was present.

In addition, a registerhas been prepared indicating for each shareholder who wishes to participate at the general shareholders' meeting, following information: (i) his name and address

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or registered office, (ii) the number of shares owned at the registration date, and (iii) a description of the documents showing that he owned these shares at the registration date.

A separate listhas been prepared for the shareholders that have validly submitted their votes by mailin accordance with the Belgian Code of Companies and Associations and the Articles of Association of the Company, and as set out in the notice convening the meeting.

The attendance list was signed by the shareholders present, the directors present and the statutory auditor present, or their proxy holders. The proxiesremain in the file of the Company.

The list of voting forms received was signed by the members of the bureau. The voting forms and attestationsremain in the file of the Company.

Subsequently, the attendance list and the list of shareholders who voted by mail were marked "annex" by me, notary, and closed by signature by the members of the bureau and the undersigned notary.

In addition to the holders of securities admitted to the meeting, a number of other persons attend the meeting, such as advisors to certain shareholders, certain employees of the Company and third parties engaged by the Company to provide services in connection with the general shareholders' meeting, such as translators. The meeting admits these persons.

A shareholder asks why no press is allowed at this general shareholders' meeting. The Chairman explains that the Board of Directors unanimously decided not to allow any press and that the Board of Directors took this decision without outside influence. A shareholder then asks the shareholders present to raise their hands if they wish the press to be present.

IV. Verification of the presence quorum

It appears from the attendance list of the general meeting that 42,195,811 shares out of a total of 109,873,001 shares, each representing an equal share of the Company's capital, are present or represented.

The Company does not currently own any of its own shares, so the number of shares entitled to vote is 109,873,001.

In accordance with article 27, second subparagraph, of the Articles of Association, the present ordinary general shareholders' meeting can validly deliberate and decide on the proposed resolutions of the ordinary general shareholders' meeting, regardless of the proportion of the capital represented by the shareholders who are present or represented.

This statement is verified and approved by the meeting, which acknowledges that it has the power to deliberate on the proposed resolutions on the agenda.

STATEMENT BY THE CHAIRMAN

I. Practical modalities

The Chairman subsequently invites the shareholders to proceed to the voting on each of the proposed resolutions on the agenda.

The Chairman reminds the meeting that each share gives the right to one vote and that only the shareholders and proxy holders of shareholders can participate to the voting.

The Chairman also reminds the meeting that, for the above-mentioned proposed resolutions regarding the items on the agenda to be validly adopted, they must be adopted by at least the majority of the votes cast validly, in accordance with article 27, third subparagraph of the Articles of Association of the Company.

II. Update on the "Put Option"

As announced by the Company in its press release dated 27 may 2022, the Chairman gives a brief update on the put option that the Company has in respect of its (entire) 2% participation in NN2 NewCo Limited ("NN2"), which the Nyrstar operating group holds, pursuant to which it has the right to sell this 2% shareholding to Trafigura New HoldCo (or, at the option of Trafigura New HoldCo, any other member of the Trafigura group that is legally entitled to make the relevant

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purchase) for a fixed amount of EUR 20 million (the "Put Option"). The Chairman explains that the review by the independent expert is proceeding and is expected to be completed in July 2022. Once the Committee of Independent Directors has received and examined the final report, it will give its advice to the Board of Directors of the Company. The Board of Directors will then decide whether or not to exercise the Put Option, or to sell the 2% participation in NN2 to a third party, before the expiry date of the Put Option on 31 July 2022. In accordance with the information rights granted to the Company by Trafigura in the context of the restructuring (under the NNV- Trafigura Deed, NNV-NN2 SPA and the Put Option Deed), the Company has requested Trafigura to provide certain information in respect of the Nyrstar operating group for purposes of the assessment to the Company and Moore Belgium. Moore Belgium is currently reviewing all information that has been so provided by Trafigura and further information provided by the Company. The valuation exercise that is currently being done is aimed at valuing the 2% participation in NN2 by the Company as at 31 July 2022, on the basis of the most recent information available. Such information includes financial information of the Nyrstar operating group as at 31 May 2022. Accordingly, as the review by Moore Belgium and the Committee of Independent Directors has not been finalised, the Board of Directors cannot give any further indications at this point in time. The Board will only be able to make its final decision once the work of Moore Belgium and the Committee of Independent Directors has been finalised, and will make any further information available in accordance with Belgian law.

III. Questions

In accordance with article 7:139 of the Belgian Code of Companies and Associations, the Chairman invites those participants who so wished to ask questions raised by the item on the agenda.

The Chairman announces that one (or more) shareholder(s) has/have made use of the possibility provided by article 7:139 of the Belgian Code of Companies and Associations to ask written questions in advance. The Chairman proposes that the answers to these written questions will be read out first before proceeding to the additional questions that shareholders might have and explains that if, during the reading of the written questions and answers, there will be further questions from shareholders, these will be collected and answered later. The Chairman notes that the written questions and answers were made available on the Company's website (www.nyrstar.be) prior to the start of the meeting and these questions and answers are attached as an annex to these minutes. The preliminary written questions and answers are then read out by the Secretary of the meeting in English, which are simultaneously translated into Dutch. At 01.00 p.m. the reading of the written questions and answers was completed.

The Chairman adjourns the meeting until 02.00 p.m.

Mr. de Barsy leaves the meeting during the suspension and lets it be recorded that he would have voted against all proposed resolutions. At the same time he submits a vote by mail form (distance vote) to the undersigned notary. The undersigned notary points out to Mr. de Barsy that this is not a valid voting form and submits this document to the Company (the bureau of the meeting). The meeting resumes at 02.52 p.m.

The Chairman then invites the shareholders to ask any further oral questions they may have, so that the meeting can be adjourned afterwards to enable the Board of Directors, if necessary in consultation with the Company's statutory auditor, to prepare a response.

At 4.15 p.m., the meeting is adjourned to allow the Board of Directors and the statutory auditor to deliberate and decide on the answers to the oral questions submitted by the shareholders.

The meeting resumes at 6 p.m. with a reading of the oral questions and answers by the Board of Directors and the statutory auditor. The oral questions and answers are recorded in a