Nyrstar : Report by the Committee of Independent Directors

Limited liability Company (Naamloze Vennootschap)

Zinkstraat 1, 2490 Balen (Belgium)

Company number VAT BE 0888.728.945 RLP Antwerp, division Turnhout

Report by the Committee of Independent Directors

in accordance with Article 7:97 of the Belgian Code of Companies and Associations

1. Introduction

Ms Carole Cable, Ms Anne Fahy and Ms Jane Moriarty, independent directors to the Board of Directors of Nyrstar NV (the "Company", "Nyrstar" or "NNV") (together, the "Committee"), have been requested to prepare all necessary steps to be able to comply with article 7:97 of the Belgian Code of Companies and Associations (the "BCCA") in connection with the recommendation to the Board of Directors of the Company (the "Board") in respect of the put option the Company holds to sell its 2% equity holding in NN2 Newco Ltd. ("NN2") (the "Put Option") and whether to exercise the Put Option or not (the "Decision"). For these purposes, the Committee has contemplated, among other things:

1. The current valuation of the former subsidiaries of the Company (the "Operating Group" or "Nyrstar Group") and the equity value to be assessed for the 2% equity holding in NN2 by the Company.
2. The financial consequences of (not) exercising the Put Option for the Company and possible other consequences related to this decision of (not) exercising the Put Option.
3. The potential outcomes under alternative options to the exercise of the Put Option, including the ability of the Company to sell the 2% stake in NN2 to a third party and the likely sales proceeds that the Company may be able to generate from such a sale.
4. Benefits and disadvantages for the Company if the Board resolves to exercise the Put Option, including taking into account the alternative investments that the Board could consider to pursue with the proceeds of the Put Option (including, the financial viability of the Company over at least the next 24 months, post 31 July 2022, if the Company decides to not exercise the Put Option).

Pursuant to this, the Committee has prepared this report (the "Report") in line with article 7:97, §3 BCCA.

The Company on behalf of the Committee has engaged Moore Corporate Finance NV ("Moore CoFi") as independent expert in line with article 7:97, §3 BCCA to advise the Committee of Independent Directors in examining the benefits and disadvantages to the

Company, taking all relevant circumstances into account and considering also the annual results of the Operating Group, of the exercise or non-exercise of the Put Option, in accordance with an engagement letter which has been agreed between Moore CoFi and the Committee dated 15 November 2021. This letter has also been accepted by the Company for acceptance of the payment of the fees and expenses which will be payable by the Company to Moore CoFi according to article 7:97 BCCA. Moore CoFi has confirmed that it is independent from the Company, from members of the Trafigura Group and from selected shareholders of the Company and that to the best of knowledge no conflicts of interest exist with parties identified in the statement. On the basis of the information provided to it by Moore CoFi and the Company, the Committee has established that Moore CoFi satisfies the independence requirements in article 7:97, §3 BCCA. The output of Moore CoFi's work is an Expert Report ("Expert Report") which sets out their opinion of the Decision in light of the facts made available to them. The Expert Report is attached to this report as Annex 1.

In preparing the Expert Report Moore CoFi has, among other things, reviewed certain publicly available business and historic financial information relating to the Company and the Operating Group as well as other market data to review the credibility of the information and projections by a Q&A process involving the Company and the Nyrstar Group management and has confirmed that it found no material indication to doubt such credibility. Moore CoFi has also reviewed all the information made available by Nyrstar and by the Nyrstar Group.

The Committee has also asked the management of the Company to review and confirm specific elements, which it has done in its note to the Committee attached to this report as Annex 2.

2. Task of the Committee

Article 7:97, §1 jo. §3 BCCA requires that, prior to any decision or transaction between (a subsidiary of) a listed company and any affiliated company of a listed company, a committee of three independent directors provides an assessment thereof. Such committee shall be assisted by one or more independent experts appointed by the committee.

Further pursuant to article 7:97, §2 BCCA, the committee of independent directors must:

1. detail the nature of the decision or transaction,
2. estimate its financial impact,
3. assess its benefits and disadvantages for the Company and its shareholders; and
4. advise whether the proposed transaction may imply a disadvantage to the Company that, in light of its current policies, would be manifestly illegitimate, or if the committee does not believe the decision to be manifestly illegitimate but nevertheless to create a disadvantage for the Company, identify the advantages of the decision that outweigh any disadvantages.

The committee of independent directors must issue a note of written substantiated advice to the board of directors, mentioning each of the above-mentioned elements.

Report of the Committee of Independent Directors

Page 2

3. Description of the proposed decision

3.1. Background

3.1.1. Restructuring

As a result of the restructuring of the Nyrstar group, which became effective on 31 July 2019 (the "Restructuring"), Trafigura Group Pte. Ltd., via its indirect 98% ownership of the new holding company NN2, became the ultimate parent company of the Operating Group, with the remaining 2% stake in NN2 (and thereby in the Operating Group) being owned by the Company (the "Company Equity Interest").

3.1.2. NNV - Trafigura Deed

On 19 June 2019, the Company, Trafigura Pte Ltd ("Trafigura") and Nyrstar Holdings Limited ("Nyrstar Holdings", a Trafigura special-purpose vehicle incorporated, amongst other things, for the purpose of implementing the Restructuring) entered into a deed confirming their agreement in respect of the terms of the ongoing relationship between the Company and the Trafigura group (the "NNV-TrafiguraDeed").

Pursuant to the NNV-Trafigura Deed, the Company and Trafigura agreed that Trafigura would grant to the Company an option to require a Trafigura entity to purchase the Company's entire Company Equity Interest, being the Put Option. The terms of the Put Option are set out in a separate deed, dated 25 June 2019, between the Company, Trafigura and Nyrstar Holdings (the "Put Option Deed"). Under the terms of the Put Option Deed, the Company can put all (but not only a part) of its Company Equity Interest to Trafigura at a price equal to EUR 20 million. The Put Option expires on 31 July 2022, subject to limited triggers allowing earlier termination of the Put Option before 31 July 2022.

3.1.3. Limited recourse loan facility (LRLF)

On 23 July 2019, the Company entered into a EUR 13.5 million committed, limited recourse, loan facility provided to it by NN2 (the "LRLF"). The LRLF is made available in two separate tranches: (i) up to EUR 8.5 million to be applied towards the Company's ongoing ordinary course activities ("Facility A") and (ii) up to EUR 5 million intended for the payment of certain litigation defence costs ("Facility B"). This LRLF includes mandatory prepayment provisions which are applicable as of the date on which the Company ceases to own the Company Equity Interest resulting in the Company having to prepay certain amounts outstanding under Facility A and B. This is subject to a limited recourse provision whereby the recourse to the Company in respect of repayment of funds drawn or any other obligation under the LRLF is limited to the Company's net assets. If the net asset position is negative or insufficient to discharge the obligations of the Company under the LRLF, such obligations would be limited to the amount of the net assets of the Company. As described below, the limited recourse mechanism would need to be considered by the Company if it exercises the Put Option.

Report of the Committee of Independent Directors

Page 3

3.1.4. Evaluation Put Option exercise

In a press release of 18 November 2021, the Company announced that it had appointed Moore CoFi to prepare an independent expert report on the exercise or non-exercise of the Put Option and stated that the Committee would also duly consider any substantiated third-party

bids, including of the Company's shareholders other than Trafigura and/or of other

stakeholders and third parties it may receive in respect of the Company Equity Interest. As outlined in the annual report and financial statements issued on 13 April 2022 as well as in its

press release of 27 May 2022 and during the Company's annual general shareholders'

meeting held on 28 June 2022 (the "AGM"), the Company confirmed that it had not received any bids. Following the AGM and as confirmed by the Committee during the AGM, the

Committee conveyed the questions and comments of the Company's shareholders to the

Expert and these questions and comments were also discussed with the Expert and with

Company's management.

3.2. Proposed decision

The Committee proposes to the Board to exercise the Put Option before the expiration date on 31 July 2022 and thereby sell its Company Equity Interest for EUR 20 million in accordance with the terms and conditions of the Put Option.

4. Minority shareholders' comments

Certain minority shareholders have raised questions and comments in the framework of the

Decision for the Expert at the occasion of the Company's annual shareholders meeting on 28 June 2022 (see minutes on the Company's website).

Certain questions and comments of the minority shareholders were addressed by the

Company at the annual shareholders' meeting on 28 June 2022 as shown in the minutes of said annual shareholders meeting that are published on the Company's website. In addition

to the responses that were provided to the minority shareholders at said annual shareholders

meeting, the Committee has discussed these questions and comments with the Company's

management, such that the comments could be and were considered in the memoranda prepared by management and included in Annexes B and C. The Committee also conveyed

the questions and comments to the Expert. To the minority shareholders' questions:

• The Committee has reconfirmed with Trafigura that the only changes in the NN2 group structure compared with the structure in place at the time of the completion of the restructuring in July 2019 were the disposals of the Langlois mine, the Myra Falls mine and the liabilities relating to the closed mining sites with historical legacy obligations (Breakwater). Such assets and (environmental) liabilities were transferred to Trafigura. (For the avoidance of doubt, this question had already been discussed several times prior to the 28 June 2022 shareholders' meeting and the comments raised by the minority shareholders.)
• The Expert had also already inquired with Trafigura directly, in the framework of its Expert Report, about the current performance of the Operating Group in the current economic environment.

Report of the Committee of Independent Directors

Page 4

• The Committee has focused on comparing the 31 July 2019 valuation used in the Restructuring with the current and expected performance of the Operating Group for the purpose of ensuring that the 2022 valuation is based on reasonable assumptions. As requested by the minority shareholders, the Committee has now also requested the
  Company's management to compare the forecasts included in the 2019 Noteholders presentation (which dates from 15 April 2019, i.e. earlier than 31 July 2019) with the current and expected performance of the Operating Group. Management's assessment is included in Annex B.
• As to the minority shareholders' question to benchmark the Operating Group's performance with its peers, the Committee clarifies that in context of its EBITDA multiple analysis, the Expert has compared the Operational Group's key financial metrics including the market capitalisation, enterprise value, EBITDA margin, revenue growth, EBITDA growth, EBITDA margin, debt-to-equity ratios with those of peers and determined the appropriate trading multiples for the valuation. A full benchmarking of the performance of the Operating Group and similar companies is not included in the scope of our Moore CoFi's work as such analysis would not be required under Art 7:97 of the Belgian Company Code.
• As requested by the minority shareholders, the Committee has also requested management to compare the profitability forecast in the 2019 Noteholders presentation with the current actual and forecast profitability of the Operating Group and compare the valuation of the Operating Group as at the completion of the restructuring in July 2019 with the current valuation prepared by the Expert. Using the information rights granted to the Company by Trafigura in the framework of the Restructuring, management has compared the key assumptions used by the Expert in its valuation with the assumptions presented in the 2019 Noteholders presentation in order to assess whether the assumptions used by the Expert, as provided by Trafigura, are reasonable. Management has also compared the annual financial performance assumed in the 2019 Noteholders presentation with the actual and forecast financial performance of the Operating Group, as provided by Trafigura and assessed the reliability of the forecast provided by Trafigura. Management's assessment is included in Annex B.
• Minority shareholders have requested the Committee to ask the Expert to prepare the valuation of the Operational Group as of 31 July 2019. The Committee finds this to be an unreasonable and unnecessary request as the valuation as of 31 July 2019 has been done by both Duff & Phelps and Grant Thornton as well as by the Company itself at the occasion of the Restructuring (effective 31 July 2019), and such valuation has been subjected to the procedure set forth in article 524 Belgian Companies Code. There is no need or requirement of doing this exercise again. In addition, the Expert has been engaged by the Committee to perform an independent valuation as at 31 July 2022 to assist the
  Committee's recommendation to the Board of Directors in relation to the exercise or not exercise of the Put Option in the circumstances existing now (and a remaking of a valuation already done in 2019 is not relevant for this analysis).

5. Opinion of the independent expert

The Expert Report attached in Annex 1contains the following conclusion:

"Exercising the Put Option would ensure the financial viability of the Company over at least

the next 24 months (and based on the information provided by the Company until completion of the assumed liquidation process).

Report of the Committee of Independent Directors

Page 5