Nyrstar NV · EURONEXT:NYR
Nyrstar NV — Shareholder Meeting (April 2013)
47 slides from Nyrstar NV's shareholder meeting presentation, Apr 24, 2013
Slide 1: Annual and Extraordinary General Meeting
24 APRIL 2013 Annual and Extraordinary General Meeting 1
Slide 2: Julien De Wilde, Chairman
Julien De Wilde Chairman 2
Slide 3: Annual General Meeting
Annual General Meeting 3
Slide 4: Please switch off your mobile phones
Please switch off your mobile phones 4
Slide 5: Board of directors
Board of directors Julien De Wilde Roland Junck Oyvind Hushovd Peter Mansell Ray Stewart Karel Vinck Chairman Director Director Director Director Director 5
Slide 6: Management committee
Management committee Greg McMillan Heinz Eigner Roland Junck Michael Morley Russell Murphy Chief Operating Chief Financial Chief Executive Chief Corporate and Chief Human Officer Officer Officer Development Officer Resources and SHE Officer 6
Slide 7: Today's meeting is in Dutch in accordance with the applicable laws
Today’s meeting is in Dutch in accordance with the applicable laws Questions in Dutch, French or English will be translated simultaneously 7
Slide 8: Composition of the Bureau
Composition of the Bureau 8
Slide 9: Agenda
Agenda 1. 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 2012 2. Approval of the statutory financial statements of the company for the financial ye
Slide 10: Convening and Composition of the Meeting
Convening and Composition of the Meeting 10
Slide 11: Deliberation
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Slide 12: Roland Junck, Chief Executive Officer
Roland Junck Chief Executive Officer 12
Slide 13: 2012: a challenging trading environment with decreasing commodity prices
2012 results 2012…a challenging trading environment with decreasing commodity prices... LME Zinc Price (USD/t) Underlying EBITDA sensitivities to commodity prices Estimated annual EBITDA impact Variable (EURm) - Nyrstar’s earnings’ sensitivity to zinc and other metal prices increasing 2010 2011 2012
Slide 14: Impacting underlying EBITDA and Profit After Tax
2012 results …impacting underlying EBITDA and Profit After Tax EURm 2011 2012 Variation ‒ Results in 2012 vs 2011 impacted by: Revenue 3,348 3,070 (8)% ‒ lower zinc and other metal prices Gross Profit 1,286 1,356 5% ‒ lower treatment charges Gross Margin 38% 44% 16% ‒ stronger Australian dollar Unde
Slide 15: Continued confidence in our future: proposed distribution to shareholders
2012 results Continued confidence in our future…proposed distribution to shareholders Dividend / capital distribution history: pay-out and yield* Share price performance Zinc price 2,200 2,100 2,000 1,900 1,800 1,700 • Based on dividend /dividend proposed over the closing Nyrstar share price on 31 D
Slide 16: Full year mining and smelting guidance delivered
2012 results Full year mining and smelting guidance delivered…considerable growth in mining production across all metals… Mining: Metal in concentrate production 1,2 Zinc in concentrate 2010 2011 2012 Talvivaara deliveries Nyrstar mine production Smelting: Metal production 1,2 - Zinc in concentrate
Slide 17: Continued growth in contribution from mining segment
2012 results …drives the continued growth in contribution from mining segment in line with strategy to transform from pure smelting business to integrated mining and metals company Group and segmental underlying EBITDA 17
Slide 18: Prevent harm remains the first element of the Nyrstar Way
2012 results WCP: World class Prevent harm remains the first element of the Nyrstar Way performance2 Recordable Environmental LTIR 1 RIR 1 Incidents 1 Safety – The Lost Time Injury Rate (LTIR) and Recordable Injury Rate (RIR) both significantly decreased in 2012, by 37% and 40% respectively – Smelte
Slide 19: The journey to date: from pure smelting to integrated mining and metals
Nyrstar’s journey to date The journey to date…strategic repositioning from pure smelting business to integrated mining and metals company PAST: 2008 PRESENT: 2012 THE JOURNEY TO DATE 6 smelters 6 smelters EBITDA PER TONNE EVOLUTION Asset 6 non-core assets 9 mines & stream footprint 2 non-core assets
Slide 20: From zinc to value: building an integrated industrial system
From zinc to value: overview The continuation of our journey…from zinc to value…building an integrated industrial system (operational and commercial) to capture maximum metal value Our mission Flow of metal bearing material To capture the maximum value inherent in mineral resources through deep mark
Slide 21: Mining: Internal growth through Mining For Value (M4V)
From zinc to value: growth in mining Mining: Internal growth through optimising mining assets through roll-out of Mining For Value (M4V) END TO END MINING PROCESS & FOUR AREAS OF FOCUS FOR M4V Programme Grade 1 - 6-8 week programme combining internal and external resources Development 2 Resource Dev
Slide 22: Mining: Focusing on free cash flow generation
From zinc to value: growth in mining Mining: Focusing on free cash flow generation by improving cost base and maintaining capital discipline Average zinc mine C1 cash cost 1,2 - 5% year-on-year improvement achieved despite lower silver, lead and copper prices, thereby reducing the level of by-produc
Slide 23: Smelting: Transforming Port Pirie into an advanced metals recovery facility
From zinc to value: transformation into advanced metals recovery Smelting: Transforming Port Pirie into an advanced metals recovery facility… PRIMARY LEAD SMELTER ADVANCED METALS RECOVERY FACILITY Nyrstar zinc Hobart smelter 3rd party lead smelters Third party 3rd party lead residue concentrates res
Slide 24: Smelting: upgrading the zinc smelting business model
From zinc to value: upgrading zinc smelting Smelting:…provides a unique opportunity to upgrade the zinc smelting business model and sustainably improve profitability Value ‘Old world’ smelting strategy ‘New world’ smelting strategy - Focus on increasing zinc volume - Focus on increasing value captur
Slide 25: The future: unique system to grow and diversify earnings
From zinc to value: future The future….our unique system will provide an opportunity to grow and further diversify earnings PAST: 2008 PRESENT: 2012 FUTURE: 2016 * Upgraded zinc Advanced 6 smelters 6 smelters smelters metals Asset recovery 6 non-core assets 9 mines & stream facility footprint +9 min
Slide 26: Summary: From zinc to value
Summary Summary: From zinc to value….building a unique system to capture maximum metal value, driven by a strong industrial and commercial mind-set - In line with our mission to capture the maximum value inherent in mineral resources - Objective: increasing optionality in targeting increased diversi
Slide 27: Julien De Wilde, Chairman
Julien De Wilde Chairman 27
Slide 28: Questions
Questions 28
Slide 29: Voting
Voting 29
Slide 30: Agenda and Proposed Resolutions
Agenda and Proposed Resolutions 30
Slide 31: 1. Submission of annual report of board and auditor report
1. 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 2012 31
Slide 32: 2. Approval of statutory financial statements 2012
2. Approval of the statutory financial statements for the financial year ended on 31 December 2012, and of the proposed allocation of the result Additions to the legal reserves € 2,066,220.83 Transfer from the undistributable reserves € 24,437,384.02 Profit to be carried forward € 168,224,778.13 Pro
Slide 33: 3. Submission of annual report on consolidated financial statements
3. Submission of, and discussion on, the annual report of the board of directors and the report of the statutory auditor on the consolidated financial statements for the financial year ended on 31 December 2012 33
Slide 34: 4. Submission of the consolidated financial statements
4. Submission of the consolidated financial statements for the financial year ended on 31 December 2012 34
Slide 35: 5. Discharge from liability of the directors
5. 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 mandate during that financial year. 1.FOR 2.AGAINST 3.ABSTAIN
Slide 36: 6. Discharge from liability of the statutory auditor
6. 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 that financial year. 1.FOR 2.AGAINST
Slide 37: 7. Remuneration report
7. Remuneration report 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 2012. 1.FOR 2.AGAINST 3.ABSTAIN 37
Slide 38: 8. Re-appointment of director
8. Re-appointment of director Proposed resolution: Mr. Oyvind Hushovd is re-appointed as independent director within the meaning of article 526ter of the Belgian Companies Code and provision 2.3 of the Belgian Code on Corporate Governance, for a term of 3 years, up to and including the annual genera
Slide 39: 9. Possibility to pay out Annual Incentive Plan entitlements in deferred shares
9. Possibility to pay out Annual Incentive Plan entitlements in deferred shares Proposed resolution: The general shareholders' meeting grants the board of directors the power to pay out entitlements to beneficiaries (including the Nyrstar Management Committee and directors, where applicable) under t
Slide 40: 10. Approval of the 2013 LESOP
10. Approval of the 2013 LESOP Proposed resolution: The general shareholders’ meeting approves and grants the board of directors the powers to establish a leveraged employee stock ownership plan (the" 2013 LESOP"), with the following features: (i) eligible participants can purchase shares of the com
Slide 41: Julien De Wilde, Chairman
Julien De Wilde Chairman 41
Slide 42: Extraordinary General Meeting
Extraordinary General Meeting 42
Slide 43: Composition of the Bureau
Composition of the Bureau 43
Slide 44: Agenda
Agenda 1. Submission of special report 2. Distribution through reduction of the share capital 3. Renewal of the powers of the board of directors under the authorised capital 44
Slide 45: Convening and Composition of the Meeting
Convening and Composition of the Meeting 45
Slide 46: No quorum reached
No quorum reached Next Extraordinary General Meeting on 23 May 2013 46
Slide 47: Julien De Wilde, Chairman
Julien De Wilde Chairman 47