The shareholders of Boliden AB (publ) (company registration number 556051-4142) are summoned to the Extraordinary General Meeting (EGM) to be held on Monday, 23 November, 2026, at 10.00 (CET). The EGM will be held at Mannheimer Swartling's premises at Norrlandsgatan 21 in Stockholm. The meeting facilities will be open for registration from 09.00 (CET).
The Board of Directors has resolved that the shareholders will be able to exercise their voting rights at the EGM also in advance (postal voting) in accordance with the provisions of the Articles of Association, see below under "Advance Voting (Postal Voting)" for further information.
Participation
A) Shareholders who wish to participate in the EGM in person or by proxy
· must be recorded as a shareholder in the share register prepared by Euroclear Nordics AB relating to the circumstances on Friday, 13 November, 2026 (see below regarding re-registration of nominee registered shares), and
· must give notice of participation to the company on the company's website, www.boliden.com, by telephone +46 8 32 94 29 or by mail to Boliden AB, c/o Euroclear Nordics AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. When giving notice of participation, shareholders shall state their name, identification or registration number, address and telephone number as well as the number of attending assistants (maximum of two). Notice of participation must be received by the company no later than Tuesday, 17 November, 2026.
B) Shareholders who wish to participate in the EGM by postal voting
· must be recorded as a shareholder in the share register prepared by Euroclear Nordics AB relating to the circumstances on Friday, 13 November, 2026 (see below regarding re-registration of nominee registered shares), and
· must give notice of participation to the company by casting their postal vote so that the postal voting form is received by the company no later than Tuesday, 17 November, 2026 (see below under "Advance Voting (Postal Voting)" for further information).
The information provided in the notice of participation will be processed and used only for the purpose of the EGM.
Shareholders who wish to participate at the EGM in person or by proxy must provide a notification of attendance in accordance with item A) under "Participation" above. A notification by postal voting only is not sufficient for shareholders wishing to attend the EGM at the meeting facilities.
Nominee Shares
For shareholders who have their shares registered through a bank or other nominee, the following applies to be entitled to participate in the EGM (at the meeting facilities or through postal voting). Such shareholder must register its shares in its own name so that the shareholder is recorded in the share register prepared by Euroclear Nordics AB as of the record date Friday, 13 November, 2026. Such re-registration may be temporary (so-called voting rights registration) and the request for such registration shall be made to the nominee, in accordance with the nominee's routines, at such a time in advance as decided by the nominee. Voting rights registrations that have been completed by the nominee no later than Tuesday, 17 November, 2026, will be taken into account in the preparation of the share register.
Proxy
Shareholders that are represented or submit their postal vote by proxy must issue a power of attorney. A form for power of attorney is available on the company's website www.boliden.com. A power of attorney is valid for one year from its issue date or such longer time period as set out in the power of attorney, however not longer than a maximum of five years. A power of attorney issued by a legal person must be accompanied by a certified copy of the legal person's certificate of registration. The certificate of registration shall evidence the circumstances on the date of the EGM and should not be older than one year at the time of the EGM. Power of attorney, certificate of registration and other documents of authority shall be submitted by email to [email protected] or by mail to Boliden AB, "EGM", c/o Euroclear Nordics AB, P.O. Box 191, SE-101 23, Stockholm, Sweden, well in advance of the day of the EGM.
Advance Voting (Postal Voting)
A special form must be used for the postal votes. The form is available on the company's website www.boliden.com. Completed forms must be received by Boliden no later than Tuesday, 17 November, 2026.
The completed postal voting form can be sent by e-mail to [email protected] or by mail to Boliden AB, "EGM", c/o Euroclear Nordics AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may also cast their votes electronically through verification with BankID via the Euroclear Nordics AB's website https://www.euroclear.com/sweden/generalmeetings/. Such electronic votes must be submitted no later than Tuesday, 17 November, 2026. If the shareholder submits its postal vote by proxy, a power of attorney for the proxy must be attached to the postal voting form according to instructions under "Proxy" above. If the shareholder is a legal person, a copy of a certificate of registration or a corresponding document must be attached to the postal voting form.
The shareholders may not provide special instructions or conditions to the postal vote. If so, the entire postal vote is invalid. Further instructions and conditions can be found in the postal voting form. To receive the form for postal voting by mail, please contact Euroclear Nordics AB at telephone +46 8 32 94 29, Monday to Friday between 09.00-16.00 (CET).
Proposed Agenda
- Opening of the EGM
- Election of the Chairman of the EGM
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes together with the Chairman
- Determination whether the EGM has been duly convened
- Resolution regarding authorisation for the Board of Directors to resolve on an issue-in-kind of shares
- Resolution on the number of Board members
- Election of new Board member
- Resolution on fees for the new Board member proposed under item 9
- Closing of the EGM
Acquisition of shares in Nexa Resources S.A.
On 27 August 2026, Boliden AB ("Boliden") and Votorantim S.A. ("Votorantim") entered into a definitive agreement pursuant to which Boliden will acquire all of Votorantim's shares in Nexa Resources S.A. ("Nexa Resources") in exchange for newly issued Boliden shares (the "Transaction"), subject to, among other things, approval by Boliden's shareholders at an EGM of an authorisation for the Board of Directors to resolve on an issue-in-kind of shares. In accordance with the agreement regarding the Transaction, Votorantim has nominated Flavio Mendes Aidar for election as a new Board member, and Votorantim's obligation to complete the Transaction is subject to, among other things, the election of Flavio Mendes Aidar as a new Board member pursuant to the Nomination Committee's proposal below. The Board of Directors' assessment is that it is in the best interest of Boliden and its shareholders to complete the Transaction and the Board of Directors recommends, against this background, that the general meeting resolve in accordance with the Board of Directors' and the Nomination Committee's proposals in respect of the Board of Directors' composition, etc. (items 7-10).
Nomination Committee
The Nomination Committee of Boliden consists of Lennart Francke (Swedbank Robur Fonder), Chairman, Karin Eliasson (Handelsbanken Fonder), and Magnus Tell (Alecta). The Chairman of the Board, Karl-Henrik Sundström is an adjunct to the Nomination Committee.
Election of the Chairman of the EGM (item 2)
The Nomination Committee proposes that Karl-Henrik Sundström be elected Chairman of the EGM.
Preparation and approval of the voting list (item 3)
The voting list proposed for approval is the voting list drawn up by Euroclear Nordics AB on behalf of the company, based on the EGM's register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Resolution regarding authorisation for the Board of Directors to resolve on an issue-in-kind of shares (item 7)
In view of the Transaction, the Board of Directors of Boliden proposes that the EGM resolve to authorise the Board of Directors to, on one or more occasions prior to the next Annual General Meeting, resolve on an issue of shares to be used as consideration in the Transaction (issue-in-kind). The authorisation is thus limited to the issuing of shares, within the limits of the share capital, in exchange for contribution in kind consisting of the shares in Nexa Resources held by Votorantim, which currently represents 64.68 per cent of the total number of shares in Nexa Resources. Other terms and conditions for the new share issue shall be determined by the Board of Directors.
The CEO or whomever the CEO may appoint, is authorised to make such minor adjustments to this resolution as may prove necessary in connection with the registration with the Swedish Companies Registration Office.
Resolution on the number of Board members (item 8)
The Nomination Committee proposes that the Board of Directors, for the period until the end of the next Annual General Meeting, shall be increased by one additional person and thus consist of ten (10) Board members elected by the general meeting.
The resolution under this item 8 is conditional on the effectiveness of the election of the new Board member proposed by the Nomination Committee under item 9 below.
Election of new Board member (item 9)
The Nomination Committee proposes that Flavio Mendes Aidar be elected as new Board member.
The resolution under this item 9 is conditional and will take effect upon completion of the Transaction, which, among other things, requires that the EGM approves the resolution regarding authorisation for the Board of Directors to resolve on an issue-in-kind of shares under item 7 above. The resolution under this item 9 is also conditional upon that the EGM resolves in accordance with the Nomination Committee's proposal on the number of Board members under item 8 above and Votorantim receiving approval from, or that the notification is left without further action by, the Swedish Inspectorate of Strategic Products under the Swedish Screening of Foreign Direct Investments Act (Sw. lagen (2023:560) om granskning av utländska direktinvesteringar).
Once these conditions have been fulfilled, the Board of Boliden will consist of the current Board members Karl-Henrik Sundström, Helene Biström, Tomas Eliasson, Guillaume de Goÿs, Perttu Louhiluoto, Victoire de Margerie, Maria Moræus Hanssen, Pia Rudengren, and Derek White, as well as Flavio Mendes Aidar, who will join the Board as a new member.
Born in 1977, Flavio Mendes Aidar is Managing Director of Votorantim, a position he has held since June 2024. He is also a member of the Board of Directors of Nexa Resources and Companhia Brasileira de Alumínio, since October 2024. He previously served as Chief Executive Officer of InterCement Participações S.A. and as a member of the Board of Directors of Motiva Infraestrutura de Mobilidade S.A. from April 2018 to June 2023. He also chaired the boards of InterCement Brasil S.A. and Loma Negra Compañía Industrial Argentina Sociedad Anónima, as well as the governing bodies of the Brazilian cement industry associations SNIC and ABCP, from March 2019 to April 2023. Prior to those positions, Flavio Mendes Aidar was a Managing Director in the Investment Banking Division of Goldman Sachs and a member of the Goldman Sachs Brazil Management Committee. Flavio Mendes Aidar holds a bachelor's degree in business administration from Fundação Getulio Vargas (FGV), São Paulo.
The Nomination Committee has found that Flavio Mendes Aidar is independent of the company and its management, and of larger shareholders.
Resolution on fees for the new Board member proposed under item 9 (item 10)
The Nomination Committee proposes that Flavio Mendes Aidar, subject to assuming the position as a member of the Board of Directors in accordance with the resolution in item 9 above, be remunerated as resolved by the Annual General Meeting 2026 (including any applicable committee fees) pro rata in relation to the number of days he serves as a member of the Board of Directors until the next Annual General Meeting.
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Shares and Votes
The company's share capital amounts to SEK 601,592,217.044561 distributed among 284,225,454 shares and votes. The company holds 263,002 own shares.
Shareholders' right to information
The Board of Directors and the CEO shall, if requested by a shareholder and if the Board deems that it can be done without material harm to the company, provide information regarding circumstances that may influence the assessment of an item on the agenda. Those who wish to pose questions in advance may submit these to Boliden AB, c/o Euroclear Nordics AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via e-mail to: [email protected].
Processing of personal data
For information on how personal data is processed in connection with the EGM, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf. If you have questions regarding our processing of your personal data, you can contact us by emailing [email protected].
Stockholm, October 2026
Boliden AB (publ)
The Board of Directors
For further information, please contact:
Daniel Isaksson Bonnevier
Head of Corporate Communications
+46 70 429 45 78