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LIMITED LIABILITY COMPANY (“NAAMLOZE VENNOOTSCHAP”) Registered Office: Zinkstraat 1, 2490 Balen, Belgium Company Number: VAT BE 0888.728.945 RPR/RPM Turnhout

VOTE BY MAIL Extraordinary General Meeting to be held on Tuesday, 14 December 2010 at 10:30 a.m. and, if the required quorum is not reached at the previous meeting, on Thursday, 6 January 2011 at 10:30 a.m. This is an unofficial English translation, for information purposes only. Please only sign and return the original Dutch version. The signed original must be returned by mail at the latest three business days prior to the first meeting, i.e. by Thursday, 9 December 2010 at the latest to: Nyrstar Attention Virginie Lietaer Company Secretary Zinkstraat 1 2490 Balen Belgium Holders of dematerialised shares or shares in book-entry form must attach hereto a certificate issued by the applicable settlement institution for the shares concerned, or by a certified account holder, confirming the number of shares that have been registered in their name and stating that the shares are blocked until after the date of the general meeting. The undersigned (the “Undersigned”)

,

First Name:

……………………………………………………………………

Family Name:

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Address:

……………………………………………………………………

or Corporate name:

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Corporate form of company:

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Registered office:

…………………………………………………………………… ……………………………………………………………………

Represented by (first name, family name and capacity):

…………………………………………………………………… …………………………………………………………………… …………………………………………………………………… ……………………………………………………………………

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owner of the following number of shares issued by the limited liability company, Nyrstar, with its registered office at Zinkstraat 1, 2490 Balen, Belgium: Number of shares

………………..

Hereby irrevocably votes, as indicated hereafter in the appropriate boxes, on the items of the following agenda: 1.

Special reports Acknowledgment of the special report of the board of directors of the company and the special report of the statutory auditor of the company, both in accordance with, as far as needed and applicable, articles 582 and 596 of the Belgian Company Code in relation to the proposal to issue new shares at an issue price that is, or may be, lower than the fractional value of the company’s existing shares and the proposal to disapply the statutory preferential subscription right of the company’s existing shareholders, both in connection with the proposal to increase the company’s share capital with the issue of new shares to be subscribed for in cash, as referred in point 2 of the agenda.

2.

Capital increase in cash with issue of new shares Proposed resolution: The general shareholders' meeting decides to increase the company's share capital in cash with a maximum amount of EUR 500,000,000.00 (including, as the case may be, issue premium), with preferential rights for the existing shareholders to subscribe for the new shares, and to delegate to the directors and executive management of the company the powers to further implement the capital increase, subject to the following terms and conditions: (a)

Capital increase: The share capital shall be increased with a maximum amount of EUR 500,000,000.00 (including, as the case may be, issue premium) through the issue of new shares without nominal value in consideration of a contribution in cash. The capital increase shall be subject to the completion of the offering and allocation of the shares as contemplated below.

(b)

Issue price and number of new shares: The number and the issue price of the new shares to be issued, as well as the mechanism to determine their number and issue price, shall be determined by the board of directors within the framework of the offering of the new shares, taking into consideration the advice of the underwriters referred to in paragraph (g) below (or, as the case may be, the lead underwriter if several underwriters are appointed). The issue price of the new shares may be lower than the fractional value of the existing shares of the company.

(c)

Allocation of the issue price of the new shares: The issue price of the new shares must be entirely paid up in cash at the time of the issue of the shares. The issue price of the new shares shall be allocated to the share capital of the company. To the extent (if at all) that the issue price exceeds the fractional value of the existing shares of the company, a part of the issue price per share to be issued equal to such fractional value shall be booked as share capital, whereby the balance of the issue price, if any, shall be booked as issue premium. Such issue premium shall be accounted for on the liabilities side of the company's balance sheet under its net equity, and the account on which the issue premium shall be booked shall, like the share capital, serve as the guarantee for third parties and can only be reduced on the basis of a lawful resolution of the general shareholders' meeting passed in the manner required for an amendment to the

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company's articles of association. Following the capital increase and the issue of new shares, each of the shares (existing and new) shall represent the same fraction of the company's share capital. (d)

Nature and form of the new shares: The new shares to be issued within the framework of the capital increase shall have the same rights and benefits as, and shall rank pari passu in all respects with, the existing and outstanding shares of the company at the moment of their issue, including as to dividend rights. The new shares shall benefit from the reduced withholding tax rate. Depending on the form in which a new share shall be issued, such benefit shall be represented by a separate "VVPR-strip", which is a separately tradable instrument incorporating the right to receive dividends at a reduced withholding tax rate of 15%.

(e)

Offering and allocation of the new shares: Subject to applicable company, financial and securities law rules, the new shares shall be offered via one or more public offerings in Belgium. Depending on further determination by the board of directors, and subject to the relevant provisions of applicable law, the new shares may also be offered via one or more public offerings and/or private placements to institutional, qualified or professional investors in other jurisdictions abroad. In the offering and allocation of the shares, the existing shareholders of the company at the time of the offering shall be granted preference via a statutory preferential subscription right (within the meaning of article 592 and following of the Belgian Company Code) or a non-statutory preferential subscription right. Subject to applicable company, financial and securities law rules, the preferential subscription right (whether statutory or non-statutory) of the shareholders shall be tradable separately from the shares and can be used to subscribe for the new shares. To the extent preferential subscription rights (whether statutory or nonstatutory) are not exercised during a first offering period, such rights, as the case may be in the form of a scrip, shall, subject to applicable financial and securities law rules, be sold or placed during a subsequent offering period via a private placement or bookbuilding (accelerated or not) to institutional, qualified or professional investors in Belgium and, subject to further determination by the board of directors, abroad. The buyers of such rights or scrips shall be obliged to subscribe for the new shares. The proceeds of the sale or placement of such rights or scrips (after deduction of relevant transaction costs and expenses and applicable taxes, as applicable) shall be distributed on a pro rata basis to the holders of rights that did not exercise their right, provided that the net proceed shall be no less than EUR 0.50 per right or scrip (or such lower amount as shall be determined by the board of directors). If the net proceeds are less, these shall accrue to the company. Subject to applicable company, financial and securities law rules, the board of directors shall further determine the practical implementation of the offering and allocation of the new shares in accordance with the foregoing, including (but not limited to) (i) the jurisdictions where the offering will occur, (ii) the manner in which the offering in such jurisdictions will occur (public or private), (iii) the manner in which existing shareholders of the company at the time of the offering shall have a statutory or non-statutory preferential subscription right (including the applicable preference ratio), (iv) the manner and extent in which the preferential subscription rights shall be tradable and exercisable, (v) the manner and extent in which non-exercised preferential subscription rights shall be sold or placed during a subsequent offering period, as the case may be, (vi) the manner in which the proceeds of such sale or placement shall be distributed to the holders of unexercised rights, (vii) the terms and conditions for the underwriting

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of the offered shares, and (viii) other completion mechanisms. In making this determination, the board of directors shall take into consideration the advice of the underwriters referred to in paragraph (g) below (or, as the case may be, the lead underwriter if several underwriters are appointed). (f)

Start of the offering, the offering period and termination of the offering: The board of directors shall determine the start of the offering and the duration of the offering periods. Depending on the mechanism that shall be used for the offering and allocation of the shares and the preferential subscription right (whether statutory or non-statutory), several offering periods can be used. The capital increase contemplated by the foregoing provisions is to be completed by August 31, 2011 at the latest. The board of directors shall have the power not to pursue the offering, or, in case the offering has already started, suspend or cancel the completion of the offering if the board of directors determines that market circumstances do not allow for the occurrence or completion of the capital increase in circumstances satisfactory to it. Additional conditions precedent to the start of the offering and the completion of the offering can be set out in the agreements between the company and the underwriters (such as, inter alia, the underwriting agreement).

(g)

Underwriting: One or more banks or financial institutions shall be appointed by the company for the purpose of the offering, underwriting, allocation and placement of the shares. Within the framework of the offering, underwriting, allocation and placement of the new shares, the underwriters shall be permitted to subscribe for the new shares in the name of, and/or on behalf of, the ultimate subscribers for the new shares, or in their own name and/or on their own behalf in order to allocate and place the new shares (directly or indirectly) to the ultimate subscribers for the new shares. The board of directors will be entitled to determine that to the extent preferential subscription rights are not exercised during a first offering period and cannot be sold or are not exercised pursuant a subsequent offering period as contemplated above, the underwriters shall be offered the ability, or be required, to acquire and exercise such rights. The terms and conditions of the services and underwriting by the underwriters shall be further set out in the agreements between the company and the underwriters.

(h)

Disapplication of the statutory preferential subscription right: For the purpose of the offering as contemplated by paragraphs (e) to (g), the statutory preferential subscription rights of the existing shareholders shall, as far as needed and applicable, should the board of directors elect to structure the offering with nonstatutory preferential subscription rights, be disapplied. This shall be without prejudice to the aforementioned principle that the shareholders shall be granted preference in the offering. If the offering and allocation do take place with application of the statutory preferential subscription right in accordance with the provisions of article 592 and following of the Belgian Company Code, this right shall be deemed not to have been disapplied.

(i)

Completion of the capital increase: Subject to the completion of the offering and allocation of the shares, the capital increase can be completed in one or more times. The manner of receiving and accepting subscriptions for the shares shall be determined as part of the implementation of the offering and allocation of the shares as contemplated in paragraphs (e) to (g) above. Additional terms and conditions precedent for the completion of the offering and capital increase can be set out in the agreements with the underwriters (such as, inter alia, the underwriting agreement). In accordance with the provisions of article 584 of the Belgian Company Code, to the extent the capital increase cannot be fully placed, the capital increase can nevertheless take place to the extent of the subscriptions

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received and accepted within the framework of the offering and allocation of the new shares as contemplated above. (j)

Amendment of the articles of association: Upon each completion of the capital increase and issue of new shares as contemplated above, article 5 of the company's articles of association shall be amended and restated to take into account the resulting share capital and number of outstanding and existing shares.

(k)

Power of attorney to further implement the capital increase: Subject to the provisions of paragraphs (a) to (j) above, the board of directors is granted the flexibility and power to further implement the capital increase, including the power to (i) determine the number and the issue price of the new shares, (ii) determine the practical implementation of the offering and allocation of the new shares as contemplated by paragraph (e), as well as the sale of the preferential subscription rights attached to own shares held by the company, (iii) determine the start of the offering, the offering period(s) and, as the case may be, the termination of the offer, as contemplated by paragraph (f), (iv) determine the scope, terms and conditions of the services to be provided by the underwriters, as well as the scope, terms and conditions of the underwriting by the underwriters, (v) proceed with the establishment of the capital increase and resulting amendment of the articles of association and, as the case may be, the amount of the issue premium, and (vi) do such other things as shall be useful, appropriate or necessary in connection with the foregoing. The board of directors shall have the right to sub-delegate the exercise of the powers referred to in this paragraph (k) (in whole or in part) to an ad hoc committee appointed by the board of directors, consisting of the managing director and at least two independent directors. In accordance with article 589 of the Belgian Company Code, the completion of the capital increase can be established at the request of the board of directors or one or more director.

Voting instructions:  I AGREE

 I DO NOT AGREE

 ABSTENTION

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1

In case of amendments to a proposed resolution or a new proposed resolution: 

the Undersigned votes for the amended or new resolution



the Undersigned votes against the amended or new resolution



the Undersigned abstains from the vote on the amended or new resolution



the following person is appointed as special proxy holder, with power of substitution, to vote in the name of the Undersigned on the amended or new resolution: Mr/Mrs …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… …… ……, 2 director / shareholder of Nyrstar NV 1

Absence of instructions on this form shall be tantamount to an instruction to vote for the amended or new resolution. 2

Delete as necessary. Please only appoint another shareholder or a director of the company of the company.

The aforementioned vote shall apply for the extraordinary general meeting to be held on Tuesday, 14 December 2010 at 10:30 a.m. and, if the required quorum is not reached at the aforementioned meeting, the extraordinary general meeting to be held on Thursday, 6 January 2011 at 10:30 a.m.

Done at ……………………………………., on ………………………………………...2010

Signature……………………………

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