Overview of Nyrstars EUR 490M Rights Issue Heinz Eigner , Chief - PowerPoint PPT Presentation

Overview of Nyrstar’s EUR 490M Rights Issue Heinz Eigner , Chief Financial Officer 19 March 2012 1

Important Notice - This presentation has been prepared by the management of Nyrstar NV (the "Company"). It does not constitute or form part of, and should not be construed as, an offer, solicitation or invitation to subscribe for, underwrite or otherwise acquire, any securities of the Company or any member of its group nor should it or any part of it form the basis of, or be relied on in connection with, any contract to purchase or subscribe for any securities of the Company or any member of its group, nor shall it or any part of it form the basis of or be relied on in connection with any contract or commitment whatsoever. - The information included in this presentation has been provided to you solely for your information and background and is subject to updating, completion, revision and amendment and such information may change materially. Unless required by applicable law or regulation, no person is under any obligation to update or keep current the information contained in this presentation and any opinions expressed in relation thereto are subject to change without notice. No representation or warranty, express or implied, is made as to the fairness, accuracy, reasonableness or completeness of the information contained herein. Neither the Company nor any other person accepts any liability for any loss howsoever arising, directly or indirectly, from this presentation or its contents. - This presentation includes forward-looking statements that reflect the Company's intentions, beliefs or current expectations concerning, among other things, the Company’s results of operations, financial condition, liquidity, performance, prospects, growth, strategies and the industry in which the Company operates. These forward-looking statements are subject to risks, uncertainties and assumptions and other factors that could cause the Company's actual results of operations, financial condition, liquidity, performance, prospects, growth or opportunities, as well as those of the markets it serves or intends to serve, to differ materially from those expressed in, or suggested by, these forward-looking statements. The Company cautions you that forward-looking statements are not guarantees of future performance and that its actual results of operations, financial condition and liquidity and the development of the industry in which the Company operates may differ materially from those made in or suggested by the forward-looking statements contained in this presentation. In addition, even if the Company's results of operations, financial condition, liquidity and growth and the development of the industry in which the Company operates are consistent with the forward-looking statements contained in this presentation, those results or developments may not be indicative of results or developments in future periods. The Company and each of its directors, officers and employees expressly disclaim any obligation or undertaking to review, update or release any update of or revisions to any forward-looking statements in this presentation or any change in the Company's expectations or any change in events, conditions or circumstances on which these forward-looking statements are based, except as required by applicable law or regulation. - This document and any materials distributed in connection with this document are not directed to, or intended for distribution to or use by, any person or entity that is a citizen or resident or located in any locality, state, country or other jurisdiction where such distribution, publication, availability or use would be contrary to law or regulation or which would require any registration or licensing within such jurisdiction. - The distribution of this document in certain jurisdictions may be restricted by law and persons into whose possession this document comes should inform themselves about, and observe any such restrictions. The Company’s shares have not been and will not be registered under the US Securities Act of 1933 (the “Securities Act”) and may not be offered or sold in the United States absent registration under the Securities Act or exemption from the registration requirement thereof. 2

I. Nyrstar at a Glance II. Transaction Context III. Transaction Overview and Timetable IV. Pricing Considerations V Trading VI. Summary 3

Nyrstar at a glance Nyrstar is an integrated mining and metals business, with market leading positions in zinc and lead, and growing positions in other base and precious metals; essential resources that are fuelling the rapid urbanisation and industrialisation of our changing world. Nyrstar is incorporated in Belgium and has its corporate office in Switzerland. Nyrstar is listed on NYSE Euronext Brussels under the symbol NYR, and is a member of the BEL20 and Eurostoxx 600 � One of the world’s largest integrated zinc producers - 1.1 million tpa zinc metal 475,000 tpa zinc in concentrate ¹ - � Market leading position in lead � Expanding multi-metals footprint - Growing production of copper, gold, silver and lead � Nine mining operations � Six smelters � Employing over 7,000 people across five continents 1 Based on full production of mining assets. Compared against Brook Hunt’s 2011 zinc mining company rankings (Long Term Outlook Zinc, Q4 2011) 4

I. Nyrstar at a Glance II. Transaction Context III. Transaction Overview and Timetable IV. Pricing Considerations V Trading VI. Summary 5

Nyrstar’s Growth Strategy Ambition: €1.5bn EBITDA New business 50% Further Mining Acquisitions Active business Mining 50% Today EBITDA * Yesterday Smelting 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Support Achieving excellence in everything we do Restructuring processes Living the Nyrstar Way Unlocking untapped value Strategy into Action Delivering sustainable growth Pure Smelting Integration Kunming Ex-Breakwater mines Asset Tennessee Mines Campo Morado portfolio Coricancha Contonga & Pucarrajo GM Metal Talvivaara stream 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 Convertible Bond (€120m) Public Bond * EBITDA growth profile at constant prices and exchange rates and SCTF (now Rights Offering (€525m) is shown for illustrative purposes only 6 €500m) (€490m) Public Bond (€225m)

Increased exposure across the zinc value chain, further positioning Nyrstar to take full advantage of strong zinc industry fundamentals Top five zinc miners (kt pa) One of the world’s largest zinc smelters (kt pa) Existing assets at full production Source: Brook Hunt 2011 mine and smelter production rankings (Long Term Outlook Zinc, Q4 2011). Nyrstar actual 2011 production included * Based on full production of mining assets 7

Considerations Upstream expansion strategy suggested to increase equity base of the company − Strong Belgian retail investor base suggested method that would allow participation by − this investor segment Fractional value of approx. €15 / share required shareholder approval process for the − offering despite existing authorized capital (€400M) Concern of “blank check to management” to be addressed via link to M&A − announcement Shareholder approval process and availability of recent financial information − suggested launch together with release of FY 2010 results 8

I. Nyrstar at a Glance II. Transaction Context III. Transaction Overview and Timetable IV. Pricing Considerations V Trading VI. Summary 9

Rights Offering Summary Timetable Extracts from Nyrstar Press Releases - “Nyrstar today announced that it has published a notice to convene an extraordinary general shareholders' meeting to vote on a proposal to permit a rights offering in an amount of up to €500 million.” The Announcement - “The board of directors will further determine the timing and terms of the offering, (15-Nov-2010) depending on market conditions and other factors at that time. The final terms of the offering, including the final size of the offering, the issue price, the number of shares to be issued, and the subscription ratio, shall be announced immediately prior to the actual launch of the rights offering.” - “Following the approvals granted by the extraordinary general shareholders' meeting of Nyrstar held on January 6th, 2011, Nyrstar today announced the launch of a rights offering in the amount of €490,064,974.00 corresponding to 70,009,282 The Launch new shares at a subscription price of €7.00 per new Share at a ratio of 7 new (24-Feb-2011) Shares for 10 Rights.” - Nyrstar’s three largest shareholders, BlackRock Group, Glencore and Umicore, have reiterated their support for the offering.” - “Nyrstar announced today that 95% of the total number of 70,009,282 new Nyrstar shares offered pursuant to its rights offering in the amount of €490,064,974.00 have been subscribed at €7.00 per new Shares.” The Results - The 4,962,562 Rights that have not been exercised at the end of the Rights (15-Mar-2011) Subscription Period will be converted into an equal number of scrips. The Joint Bookrunners will offer and sell the Scrips through an accelerated bookbuilding procedure in an institutional offering.” 10