Nyrstar : Revised Vote by mail form

Free English translation for information purposes only

NYRSTAR

LIMITED LIABILITY COMPANY ("NAAMLOZE VENNOOTSCHAP")

Registered Office: Zinkstraat 1, 2490 Balen, Belgium

Company Number VAT BE 0888.728.945 RPR/RPM Antwerp, division Turnhout

www.nyrstarnv.be(the "Company")

REVISED VOTE BY MAIL FORM

ANNUAL GENERAL MEETING

to be held on 27 June 2023 at 11:00 a.m. CEST

This is an unofficial English translation, for information purposes only.

Please only sign and return the original Dutch version.

This form should be used by holders of shares who want to vote by mail.

The vote by mail form must be signed in writing or electronically. In the event an electronic signature is used, it must comply with the provisions of Regulation (EU) No 910/2014 of the European Parliament and of the Council of 23 July 2014 on electronic identification and trust services for electronic transactions in the internal market and repealing Directive 1999/93/EC.

The signed and completed form must reach the Company at the latest on the sixth calendar day prior to the annual general shareholders' meeting, i.e. on or before 21 June 2023 at the latest. Forms sent to the Company must be sent by mail to:

Nyrstar NV

Attention: Anthony Simms

Company Secretary

Zinkstraat 1

2490 Balen

Belgium

or by e-mail to:

company.secretary@nyrstarnv.be

Holders of shares who wish to vote by mail must also register for the annual general shareholders' meeting, as described in the notice convening the annual general shareholders' meeting. Holders of dematerialised shares or shares in book-entry form must attach to the present form a certificate issued by a certified account holder or the central securities depositary, confirming the number of securities that have been registered in their name on the registration date (i.e. 13 June 2022, at midnight (12:00 a.m., Central European Summer Time)) with which they want to participate to the annual general shareholders' meeting.

The present form takes into account the revised agenda that was published on 12 June 2023.

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Free English translation for information purposes only

Proposed resolution: The general shareholders' meeting approves the statutory financial statements for the financial year ended on 31 December 2022, as well as the allocation of the result as proposed by the Board of Directors.

Voting instruction:

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.

Voting instruction:

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.

Voting instruction:

5. Re-appointment of the Statutory Auditor

Taking into account the advice and the proposal of the Audit Committee, which is followed by the Board of Directors, the Board of Directors proposes that the Statutory Auditor be re- appointed in view of the expiry of the Statutory Auditor's previous mandate.

Proposed resolution: Upon advice and proposal of the Audit Committee, the general shareholders' meeting re-appoints BDO Bedrijfsrevisoren BV, with registered office at Da Vincilaan 9, 1930 Zaventem, Belgium, represented by Gert Claes, auditor, as Statutory Auditor of the Company. The mandate of the Statutory Auditor shall have a term of three years, ending immediately after the annual general shareholders' meeting to be held in 2026 which will decide upon the financial statements for the financial year to end on 31 December 2025.

For the period of its mandate, the annual compensation of the Auditor will be EUR 145,000 (excluding VAT and expenses, as applicable) for the audit of the statutory financial statements of the Company.

Voting instruction:

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Free English translation for information purposes only

financial year ended on 31 December 2026. It appears from information available to the Company and from information provided by Ms Jane Moriarty that she satisfies the applicable requirements with respect to independence. Unless decided otherwise by the general shareholders' meeting, the mandate shall be remunerated as set out in the remuneration policy as approved by the general shareholders' meeting on 29 June 2021.

Voting instruction:

9. Appointment of Mr. Marc Taeymans

Taking into account the advice of the Nomination and Remuneration Committee, the Board of Directors recommends that Mr. Marc Taeymans is appointed as Director of the Company for a term of 4 years.

Mr. Marc Taeymans holds law degrees from KU Leuven and the University of Virginia. He has a career of almost 30 years with listed companies operating in an international context (Fortis, BNP Paribas, Barco and Generale Bank). In that capacity, he gained experience in litigation related to restructuring in the past. From 2013 to 2018, he was a director at the Institute of Company Auditors. He has also been an accredited mediator in civil and commercial matters since 2005. He regularly lectures and writes on legal topics.

Proposed resolution: Mr. Marc Taeymans is appointed as 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, for a term up to and including the closing of the annual general shareholders' meeting to be held in 2027 which will have decided upon the financial statements for the financial year ended on 31 December 2026. It appears from information available to the Company and from information provided by Mr. Marc Taeymans that he satisfies the applicable requirements with respect to independence. Unless decided otherwise by the general shareholders' meeting, the mandate shall be remunerated as set out in the remuneration policy as approved by the general shareholders' meeting on 29 June 2021.

Voting instruction:

10. Appointment of Mr. Thierry Buytaert as independent director of the Company

On 5 June 2023, the Company received a request pursuant to Article 7:130 of the Belgian Code of Companies and Associations from Kris Vansanten, Bee Inspired BV and Quanteus Group BV, shareholders jointly owning 7.83% of the outstanding shares of the Company, to add the current additional item and proposed resolutions, as set out below in the words of the shareholders concerned, to the agenda of the meeting.

"1. The general shareholders' meeting of shareholders is reminded that, since 25 September 2019, the Company has been under investigation by the Financial Services and Markets Authority (FSMA) for market manipulation, amongst others in connection with certain commercial transactions between the Company and its main shareholder Trafigura in the period prior to the restructuring of 31 July 2019. The general shareholders' meeting

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