Nyrstar Shelves Dissolution Vote After Being Placed Under Criminal Suspicion While Trafigura Pulls the Strings

Nyrstar NV withdrew a planned vote to dissolve the company from the agenda of its June 30 Annual General Meeting (AGM), a reversal the company says was prompted by a letter from Urion Investments, a Trafigura group company.

In this very letter to the board of Nyrstar, Trafigura stated it would abstain from voting on the proposal to dissolve the company.

This communication failed to address what appears to be the real reason behind Trafigura’s intervention and the board’s abrupt reversal: a sharp escalation in the ongoing criminal investigation into Nyrstar’s 2019 restructuring.

A Sudden Reversal

In its letter addressed to the board of Nyrstar, Trafigura states it would abstain from the vote because, in its own words, a vote would be “premature at this juncture.” No explanation is offered for why this would be the case, nor for why Trafigura felt the need to communicate its intended voting conduct to the board a full week before the AGM, let alone why that had to be made public. Critics call the move highly unusual.

Minority shareholders and outside observers see a different story: recent developments in the criminal investigation into the 2019 restructuring were the real trigger behind it all and have rapidly accellerated matters.Trafigura moved pre-emptively, and the board, once again, simply followed the course set by its controlling shareholder.

The Escalation Trafigura Didn’t Mention

Nyrstar has been under criminal investigation over its 2019 restructuring for some time. What changed earlier this month is that an investigating magistrate formally placed Nyrstar under suspicion.

This is a significant escalation. It now becomes clear there are serious indications the company may have committed criminal offences including document forgery, use of false financial statements, and misappropriation of corporate assets. The latter bears directly on Trafigura, which acquired nearly all of Nyrstar’s operating assets through the highly controversial 2019 restructuring.

The escalation in the criminal investigation came shortly after Nyrstar’s announcement that it intended to put the company’s dissolution to a shareholder vote. Remarkably, Trafigura's letter makes no reference to the criminal case at all, while it is key to the sudden about-face.

What the Letter Leaves Out: Market Manipulation

Beyond leaving out the criminal investigation, Trafigura’s letter selectively cites a 2025 decision by the FSMA’s Sanctions Committee, which found Nyrstar guilty of market manipulation and imposed a fine. While no individual directors were sanctioned in that case, the FSMA indicated this largely reflected the narrower scope of that particular inquiry — not a clean bill of health.

The ongoing criminal investigation, which has now entered a new phase, is considerably broader than the regulator's administrative case. Against this backdrop, and with Nyrstar now formally placed under suspicion by the investigating magistrate, the absence of individual sanctions in the FSMA's administrative procedure should, if anything, carry even less weight as evidence that the board or Trafigura are exonerated.

Following Trafigura's Lead, Bound by Its Loan Facility

Observers following the case argue Nyrstar's board acts less like an independent decision maker and more like an amplifier for its controlling shareholder. On the very same day Trafigura's letter was received, a press release went out announcing its abstention, and the full contents of the letter were simultaneously leaked to a leading Belgian financial newspaper. The speed and coordination suggest the board simply followed Trafigura's lead.

This pattern is hardly surprising. Nyrstar remains subject to a Limited Recourse Loan Facility (LRLF) that contractually limits the company's ability to take action against Trafigura or its advisers, while requiring extensive consultation with its controlling shareholder on major decisions. This arrangement gives structural reason to doubt Trafigura's claim that it never requested the dissolution item be placed on the AGM agenda. Moreover, there was no need to do so, given that the board, as the party that sets the agenda, knows exactly who proposed each item.

Minority Shareholders Push Back on “Cost” Framing

Trafigura's letter criticises minority investors for imposing costs on the company through their legal actions, a framing that inverts the underlying reality. These shareholders aim to recover value and assets they believe rightfully belong to Nyrstar, while it is the board and Trafigura that have spent years and company resources fighting those claims.

The numbers support that view. Since 2020, Nyrstar has posted losses unrelated to its operations, driven by roughly €5 to €6 million a year in legal, audit, and advisory costs, over €25 million in total, with no revenue or avoided loss to show for it. Critics argue much of that spending shielded the directors, Trafigura, and their counsel from fraud allegations tied to the 2019 restructuring, rather than protecting the company.

The only plausible explanation for criticising minority shareholders is that Trafigura’s letter was crafted as a document that could later be used against them. Moreover, by disclosing its voting intentions this way, Trafigura created the impression that the threat of dissolution has been averted, undercutting the urgency behind the FSMA's and the minority shareholders' recent initiatives.

A Governance Test Case

This sequence, a dissolution plan announced, Nyrstar formally placed under criminal suspicion, then the plan abruptly withdrawn after a letter that never mentions the criminal case, only reinforces concerns that Nyrstar's board serves Trafigura's interests rather than the company's.

Minority shareholders describe it as a textbook principal-agent problem, and argue it raises broader questions about governance standards at a listed company whose controlling shareholder is also a key party in active criminal and regulatory proceedings against it.

The AGM is scheduled for June 30.

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