Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Boliden AGM Information 2024

Mar 19, 2024

2895_rns_2024-03-19_4819a4f0-075e-4766-9a79-ad8b829111aa.html

AGM Information

Open in viewer

Opens in your device viewer

Invitation to the Annual General Meeting of Boliden AB (publ)

Invitation to the Annual General Meeting of Boliden AB (publ)

The shareholders of Boliden AB (publ) (company registration number 556051-4142)

are summoned to the Annual General Meeting to be held on Tuesday, April 23, 2024

at 12.30 p.m. (CEST). The Annual General Meeting will be held in Folkets Hus,

Boliden, Sweden. The meeting facilities will be open for registration and

exhibition from 10.00 (CEST). Lunch is served from 11.30 (CEST).

The Board of Directors has resolved that the shareholders will be able to

exercise their voting rights at the Annual General Meeting 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 Annual General Meeting in person

or by proxy

must               be recorded as a shareholder in the share register prepared

by Euroclear Sweden relating to the circumstances on Monday, April 15, 2024 (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 Sweden 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 Wednesday, April 17, 2024.

B) Shareholders who wish to participate in the Annual General Meeting by postal

voting

must               be recorded as a shareholder in the share register prepared

by Euroclear Sweden relating to the circumstances on Monday, April 15, 2024 (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 Wednesday, April 17, 2024 (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 Annual General Meeting.

Shareholders who wish to participate at the Annual General Meeting 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 Annual General Meeting at the

meeting facilities.

Nominee Shares

For shareholders who have their shares registered through a bank or other

nominee, the following applies in order to be entitled to participate in the

Annual General Meeting (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 Sweden AB as

of the record date Monday, April 15, 2024. 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 April 17, 2024 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 Annual General Meeting and should

not be older than one year at the time of the Annual General Meeting. Power of

attorney, certificate of registration and other documents of authority are

submitted by email to [email protected] or by mail to Boliden

AB, "AGM", c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23, Stockholm, Sweden,

well in advance of the day of the Annual General Meeting.

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 Wednesday, April 17, 2024.

The completed postal voting form can be sent by e-mail to

[email protected] or by mail to Boliden AB, "AGM", c/o

Euroclear Sweden AB, P.O. Box 191, SE-101 23 Stockholm, Sweden. Shareholders may

also cast their votes electronically through verification with BankID via the

Euroclear Sweden AB's website

https://anmalan.vpc.se/EuroclearProxy (https://anmalan.vpc.se/euroclearproxy?spra

k=1). Such electronic votes must be submitted no later than Wednesday, April 17,

2024. 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. In order to receive the form

for postal voting by mail, please contact Euroclear Sweden at telephone +46 8 32

94 29, Monday to Friday between 09.00 a.m. and 4.00 p.m.

Proposed Agenda

1. Opening of the Annual General Meeting

2. Election of the Chairman of the Meeting

3. Preparation and approval of the voting list

4. Approval of the agenda

5. Election of two persons to verify the minutes together with the Chairman

6. Determination whether the Meeting has been duly convened

7. Presentation of the annual report and auditor's report as well as the

consolidated financial statements and auditor's report for the Group (including

the auditor's statement regarding the guidelines for remuneration to the Group

Management in effect since the previous Annual General Meeting)

8. Report on the work of the Board of Directors, its Remuneration Committee and

its Audit Committee

9. The President's address

10. Report on the audit work during 2023

11. Resolutions on adoption of the income statement and balance sheet as well as

the consolidated income statement and consolidated balance sheet

12. Resolution on appropriation of the company's profit in accordance with the

adopted balance sheet and determination of the record date for the right to

receive dividend

13. Resolution on discharge from liability of the members of the Board of

Directors and the President

14. Resolution on the number of Board members and auditors to be appointed by

the Annual General Meeting

15. Resolution on fees for the Board of Directors

16. Election of the Members and Chairman of the Board of Directors

17. Resolution on fees for the auditor

18. Election of auditor

19. Resolution on approval of remuneration report

20. Election of members of the Nomination Committee

21. Resolution on the implementation of a long-term share savings programme

2024/2027 (LTIP 2024/2027)

a. Implementation of the Programme

b. Hedging arrangements in respect of the Programme

i. Decisions on acquisitions and transfers of treasury shares

ii. Equity swap agreement with a third party

22. Closing of the Annual General Meeting

Nomination Committee

The Nomination Committee of Boliden has consisted of Lennart Francke (Swedbank

Robur Fonder), Chairman, Karin Eliasson (Handelsbanken Fonder), and Patrik

Jönsson (SEB fonder). The chairman of the Board, Karl-Henrik Sundström has been

an adjunct to the Nomination Committee.

Election of Chairman (item 2)

The Nomination Committee proposes that Karl-Henrik Sundström be elected Chairman

of the meeting.

Preparation and approval of the voting list (item 3)

The voting list proposed for approval is the voting list drawn up by Euroclear

Sweden AB on behalf of the company, based on the Annual General Meeting's

register of shareholders, shareholders having given notice of participation and

being present at the meeting venue, and postal votes received.

Resolution on the appropriation of the profit according to the adopted balance

sheet and determination of the record date for the dividend (item 12)

The Board of Directors proposes a dividend to the shareholders of SEK 7.50

(15.00) per share and that Thursday, April 25, 2024 shall be the record date for

the right to receive dividends. Provided the Annual General Meeting resolves in

accordance with this proposal, the dividend is expected to be distributed

through Euroclear Sweden AB on Tuesday, April 30, 2024.

Resolution on the number of Board members and auditors appointed by the Annual

General Meeting (item 14)

The Nomination Committee proposes the appointment of eight Board members and one

registered accounting firm as auditor.

Resolution on fees for the Board of Directors (item 15)

The Nomination Committee proposes that the Chairman of the Board shall be

remunerated with a fee of SEK 2,025,000 (1,965,000) and that each of the other

Directors not employed by the company shall be remunerated with a fee of

SEK 675,000 (655,000); that the Chairman of the Audit Committee shall be

remunerated with a fee of SEK 300,000 (275,000); that each of the Audit

Committee members shall be remunerated with a fee of SEK 160,000 (150,000); and

that both the Chairman and the other member of the Remuneration Committee shall

be remunerated with a fee of SEK 80,000 (75,000) each.

Election of the Members and Chairman of the Board of Directors (item 16)

The Nomination Committee proposes re-election of Helene Biström, Tomas Eliasson,

Per Lindberg, Perttu Louhiluoto, Elisabeth Nilsson, Pia Rudengren and Karl

-Henrik Sundström, and new election of Derek White. Born in 1962, Derek White

has 30 years' experience in the mining and metals industry. He has a bachelor's

degree in geological engineering from University of British Columbia, and is

also a chartered accountant. He is the CEO of the Canadian mining company Ascot

Resources and has previously served as head of the private equity firm Traxys

Capital Partners, CEO of KGHM International, and held a variety of senior

positions in the mining industry, including Quadra FNX Mining, BHP Billiton and

Impala Platinum.

The Nomination Committee also proposes re-election of Karl-Henrik Sundström as

Chairman of the Board of Directors.

Resolution on fees for the auditor (item 17)

The Nomination Committee proposes that the auditor's fees shall be paid in

accordance with approved invoices.

Election of auditor (item 18)

The Nomination Committee proposes, in accordance with the recommendation by the

Audit Committee, election of the accounting firm Deloitte AB as auditor for the

period until the end of the next Annual General Meeting.

Election of members of the Nomination Committee (item 20)

The Nomination Committee proposes that Lennart Francke (Swedbank Robur Fonder),

Karin Eliasson (Handelsbanken Fonder) and Patrik Jönsson (SEB fonder) are

appointed as Nomination Committee members.

Resolution on the implementation of a long-term share savings programme

2024/2027 (item 21a) and hedging arrangements related thereto (item 21b)

Background

The Board of Directors proposes that the Annual General Meeting resolves on a

long-term share savings programme (the "Programme" or "LTIP 2024/2027"). The

Programme is aimed at the CEO, members of the Group Management, General Managers

and certain other key employees in the Boliden Group and shall be implemented

after Boliden's Annual General Meeting in 2024.

The overall purpose of the Programme is to maintain a close community of

interest between employees and shareholders by incentivizing employees to

increase the value of the company. The Programme is intended to attract and

retain key employees. The Programme should be achievable, easy to understand,

cost-effective to administer and easy to communicate.

a) Implementation of the Programme

The Board of Directors proposes to implement the Programme on the main terms set

out below.

a. The Programme is proposed to be directed to 40 permanent employees within

the Boliden Group, which are divided into the following four categories: the CEO

of Boliden ("Group 1"), members of the Group Management (currently four persons)

("Group 2"), General Managers (currently eleven persons) ("Group 3") and 24

other pre-identified key persons in the Boliden Group ("Group 4"). The

participants in Groups 1-4 are together referred to as the "Participants".

b. In order to participate in the Programme, the employees are required to

personally invest in shares in Boliden, and that these shares are allocated to

the Programme, or that shares already held in Boliden are allocated to the

Programme[[1]], no later than 30 September 2024, unless the Board of Directors

decides to postpone the date ("Investment Shares"). The Investment Shares shall

be retained throughout the Vesting Period (as defined below). For each

Investment Share, the Participants have the possibility to, free of charge,

either by Boliden, by another company in the Boliden Group or by a designated

third party, be allotted a maximum of three (3) shares in Boliden conditional

upon continued employment and uninterrupted holding of Investment Shares and

fulfilment of certain performance conditions (as further described in section

(d) below) ("Performance Shares").

c. The Performance Shares will be granted after the expiry of a vesting period,

which runs from and including 1 June 2024 up to and including 31 May 2027 (the

"Vesting Period").

d. The allotment of Performance Shares shall be dependent on the extent to

which the performance conditions for the Programme have been fulfilled. The

performance conditions shall consist of a financial target specific to the

Programme related to the total shareholder return ("TSR") for Boliden's share

(the "TSR Condition") and a sustainability target (the "Sustainability

Condition"), as further described below. The TSR Condition will be weighted with

80 per cent and the Sustainability Condition with 20 per cent when determining

the allotment of Performance Shares. After the end of the Vesting Period, the

Board of Directors will publish the extent to which the TSR Condition and the

Sustainability Condition have been fulfilled.

The TSR Condition shall be related to the TSR of Boliden's share during a period

of 20 trading days after Boliden's publication of the year-end report for the

financial year 2023 compared to 20 trading days after Boliden's publication of

the year-end report for the financial year 2026 (the "Measurement Period") in

relation to the TSR of a peer group of other companies.[[2]]

A condition for allotment of Performance Shares under the TSR Condition is that

the TSR for Boliden's share exceeds the weighted TSR outcome for the peer group

during the Measurement Period (the "TSR Minimum Level"). If the TSR Minimum

Level is not achieved, no allotment of Performance Shares related to the TSR

Condition will be made. For maximum allotment (100 per cent), the TSR for

Boliden's share must exceed the weighted TSR outcome for the peer group by at

least 12.5 percentage points during the Measurement Period (the "TSR Maximum

Level"). If the TSR for Boliden's share amounts to between the TSR Minimum Level

and the TSR Maximum Level during the Measurement Period, a linear allocation is

made.

The Sustainability Condition shall be related to the reduction of Boliden's

carbon dioxide emissions in absolute terms. A condition for allotment of

Performance Shares under the Sustainability Condition is that Boliden's carbon

dioxide emissions in absolute terms (Scope 1 and Scope 2 according to the Green

-house Gas Protocol) during the financial year 2026 have been reduced by at

least 15 per cent compared to Boliden's carbon dioxide emissions in absolute

terms during the financial year 2021.[[3]]

e. Participants in Group 1-2 may invest in Investment Shares at a value

corresponding to a maximum of 15 per cent of the Participant's annual gross

fixed base salary for 2023, adjusted for the increase in the income base amount

in Sweden for 2024 compared to 2023. Participants in Group 3-4 may invest in

Investment Shares at a value corresponding to a maximum of 10 per cent of the

Participant's annual gross fixed base salary for 2023, adjusted for the increase

in the income base amount in Sweden for 2024 compared to 2023. The number of

Investment Shares that Participants may acquire is determined on the basis of

the volume-weighted average share price of the Boliden share during a period of

20 trading days after Boliden's publication of the year-end report for the

financial year 2023.

f. Performance Shares may normally only be allotted after the end of the

Vesting Period. The total value of Performance Shares allotted to Participants

may not exceed 150 per cent of the Participant's annual individual gross fixed

base salary for 2027 (the "Cap"). The value of the Performance Shares for

calculation of the Cap is determined based on the volume weighted average share

price of the Boliden share during a period of 20 trading days prior to the end

of the Vesting Period.

g. For a Participant to be allotted Performance Shares, it shall normally have

been a permanent employee within the Boliden Group during the entire Vesting

Period, and have retained the Investment Shares until the end of the Vesting

Period. Investment Shares disposed of before the end of the Vesting Period shall

not be included in the calculation for determining the allotment of Performance

Shares.

h. If there are significant changes in the Boliden Group or in the market

which, in the opinion of the Board of Directors, would mean that the conditions

for allotment of Performance Shares under the Programme are no longer

reasonable, the Board of Directors shall be entitled to make adjustments to the

Programme, including, inter alia, a right to resolve on a reduced allotment of

Performance Shares, or that no allotment of Performance Shares shall take place

at all.

i. The Board of Directors shall be entitled to decide on the detailed terms and

conditions of the Programme. In this respect, the Board of Directors shall be

entitled to make necessary adjustments to these terms and conditions in order to

fulfil specific rules or market conditions outside Sweden.

j. Participation in the Programme is contingent upon such participation being

legal in the relevant jurisdictions. Where, in the Board's opinion, Participants

outside Sweden cannot be allotted Performance Shares at a reasonable cost or

with reasonable administrative efforts, it shall be entitled to decide on a cash

settlement for such Participants.

k. The Programme shall comprise a maximum of 100,000 Performance Shares in

Boliden.

l. The number of Performance Shares shall be subject to recalculation to take

into account any intervening bonus issues, splits, rights issues, dividend

exceeding 15 per cent of the Group's equity for a given financial year and/or

other similar corporate events.

Costs of the Programme, etc.

The costs for the Programme, which are recognized in the income statement, are

calculated in accordance with the accounting standard IFRS 2 and are accrued

over the Vesting Period. The calculation has been carried out based on the

quoted closing price for shares in Boliden as of 29 December 2023, i.e. SEK

314.5 per share, and with the following assumptions: (i) an annual employee

turnover of approximately 7 per cent, (ii) fulfilment of the TSR Condition of

100 per cent and fulfilment of the Sustainability Condition, (iii) all 40

Participants invest the maximum amount in the Programme, (iv) all remaining

Participants are entitled to allotment of the maximum number of Performance

Shares in the Programme, (v) a tax rate for social security contributions of 30

per cent under the Programme, and (vi) a total maximum of 100,000 Performance

Shares available for allotment.

Based on the above assumptions, the total costs for the Programme under IFRS 2

are estimated to amount to approximately SEK 17.1 million, excluding social

security contributions. Assuming an annual share price increase of 15 per cent

during the term of the Programme, the costs for social security contributions

are estimated to amount to approximately SEK 11 million. Assuming instead an

annual share price increase of 30 per cent during the duration of the Programme,

the costs for social security contributions are estimated to amount to

approximately SEK 15.9 million.

Based on the above assumptions (and an annual share price increase of 15 per

cent for calculation of the social security contributions), the yearly costs are

estimated to amount to approximately SEK 9.4 million, including social security

contributions. This corresponds to approximately 0.2 per cent of the Boliden

Group's total personnel costs for the financial year 2023.

Dilution

The allotment of repurchased shares to fulfil the obligations under the

Programme would result in the following dilution effects (under the assumptions

stated below). At the maximum allotment of Performance Shares, the number of

shares to be allotted free of charge in the Programme amounts to 100,000 shares

in Boliden, which corresponds to approximately 0.04 per cent of the shares and

votes (calculated based on the number of outstanding shares in Boliden as of 29

December 2023). The effects on key ratios and earnings per share are thus

insignificant.

Hedging arrangements

In order to be able to implement the Programme in a cost-efficient and flexible

manner, the Board of Directors has considered different methods for delivery of

Performance Shares. The Board of Directors has thereby found the most cost

-efficient alternative to be, and therefore proposes that the Annual General

Meeting as the main alternative resolves on, repurchase and transfer of treasury

shares. The Company currently holds 40,000 treasury shares. The detailed terms

and conditions for the Board of Directors' main alternative are set out in

section 21.b.i below.

Should the required majority for item 21.b.i below not be reached, the Board of

Directors proposes that Boliden shall be able to enter into equity swap

agreements with third parties in accordance with item 21.b.ii below.

Preparation of the proposal

The proposed Programme has, according to guidelines issued by Boliden's Board of

Directors, been prepared by Boliden's Remuneration Committee, with the

assistance of external advisors. The Remuneration Committee has presented the

work to the Board of Directors, after which the Board of Directors has resolved

to propose that the Programme is adopted at the Annual General Meeting 2024.

-------------------

b) Hedging arrangements in respect of the Programme

i. Decisions on acquisitions and transfers of treasury shares

The Board of Directors proposes that the Annual General Meeting (a) authorize

the Board of Directors to resolve on acquisitions of treasury shares on Nasdaq

Stockholm and (b) resolve that treasury shares may be transferred to the

Participants in the Programme.

a. The acquisition of treasury shares is subject to the following terms:

i. Purchases of treasury shares may only be made on Nasdaq Stockholm.

ii. A maximum of 100,000 shares may be acquired to ensure delivery of shares to

Participants.

iii. Acquisitions of shares in Boliden on Nasdaq Stockholm may only be made at a

price within the price interval applicable from time to time on Nasdaq

Stockholm, i.e. the interval between the highest buying price and the lowest

selling price on Nasdaq Stockholm from time to time.

iv. The authorization may be exercised on one or more occasions until the Annual

General Meeting in 2025.

b. The transfer of Boliden's treasury shares to the Participants may take place

under the following terms:

i. A maximum of 100,000 shares in Boliden may be transferred free of charge to

the Participants.

ii. The right to acquire shares in Boliden free of charge shall, with deviation

from the shareholders' preferential rights, be granted to the Participants, with

a right for each Participant to acquire a maximum number of shares in accordance

with the terms of the Programme. Furthermore, with deviation from the

shareholders' preferential rights, subsidiaries of Boliden shall be entitled to

acquire shares in Boliden free of charge, whereby such company shall be obliged

to, according to the terms of the Programme, immediately transfer the shares to

the Participants.

iii. Transfers of shares in Boliden shall be made free of charge at the time and

on the other terms and conditions that apply for allocation of  shares to the

Participants.

iv. The number of shares in Boliden that may be transferred under the Programme

shall be subject to recalculation to take into account any intervening bonus

issues, splits, rights issues, dividend exceeding 15 per cent of the Group's

equity for a given financial year and/or other similar corporate events.

The transfer of own shares is part of the proposed Programme and the Board of

Directors considers it to be beneficial to Boliden and the shareholders that

Participants in the Programme are offered the opportunity to become shareholders

under the terms of the Programme.

ii. Equity swap agreement with a third party

The Board of Directors proposes that the Annual General Meeting, in the event

that the required majority for item 21.b.i above cannot be reached, resolve to

hedge the financial exposure that the Programme is expected to entail by

enabling Boliden to enter into an equity swap agreement with a third party on

terms in accordance with market practice, whereby the third party undertakes, in

its own name and in exchange for a fee, to acquire and transfer shares in

Boliden to the Participants in accordance with the terms of the Programme.

Majority requirements, etc.

The Annual General Meeting's resolution to implement the Programme in accordance

with item 21.a. above is conditional upon the Annual General Meeting resolving

either in accordance with the proposal under item 21.b.i or the proposal under

item 21.b.ii.

The Annual General Meeting's resolution under item 21.a above requires a simple

majority of the votes cast. A valid resolution under item 21.b.i above requires

that shareholders representing not less than nine-tenths of the votes cast as

well as of the shares represented at the Annual General Meeting approve the

resolution. A valid resolution under item 21.b.ii above requires a simple

majority of the votes cast.

Previous incentive programmes

Since 2023, Boliden has a long-term share saving programme (LTIP 2023/2026)

which is mainly based on the same conditions as the above proposed LTIP

2024/2027. LTIP 2023/2026 is described in more detail in note 5 in Boliden's

annual report for the financial year 2023.

-------------------

Shares and Votes

The company's share capital amounts to SEK 578,914,338 distributed among

273,511,169 shares and votes. The company holds 40,000 own shares.

Further Information

Information regarding all the proposed Board members of Boliden AB and the

Nomination Committee's motivated statement are available on the company's

website www.boliden.com.

The annual report and the auditor's report, the auditor's statement on

compliance with the guidelines for remuneration, etc. for the Group Management,

the Board's motivated statements in accordance with Chapter 18, Section 4 and,

Chapter 19, Section 22 of the Swedish Companies Act, and the Board's

remuneration report, are available on www.boliden.com and at the company's head

office, Klarabergsviadukten 90 in Stockholm, Sweden, as of Tuesday, April 2,

2024. The documents may also be ordered from the company.

Shareholders' right to information

The Board of Directors and the President 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

either an item on the agenda, or the company's or a subsidiary's financial

situation or the company's relation to another group company. Those who wish to

pose questions in advance may submit these to Boliden AB, c/o Euroclear Sweden

AB, P.O. Box 191, SE-101 23 Stockholm, Sweden or via e-mail to:

[email protected]. ([email protected].)

Processing of personal data

For information on how personal data is processed in connection with the Annual

General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice

-bolagsstammor-engelska.pdf.

Stockholm, March 2024

Boliden AB (publ)

The Board of Directors

For further information, please contact:

Klas Nilsson, Director Group Communications, phone: +46 70-453 65 88

[email protected]

[[1]]Shares that the Participants have acquired within the framework of

Boliden's remuneration programme for short-term cash variable remuneration and

that have been held for less than three years cannot be allocated as Investment

Shares in the Programme.

[[2]]The calculation of the TSR is made as follows. Volume-weighted average

share prices during a period of 20 trading days after Boliden's publication of

the year-end report for the financial year 2023 are compared with volume

-weighted average share prices during a period of 20 trading days after

Boliden's publication of the year-end report for the financial year 2026, with

the addition of dividends and other returns. Upon implementation of the

Programme, the peer group consists of the following companies: Antofagasta,

Aurubis, Lundin Mining, First Quantum, Fresnillo, KGHM, Korea Zinc and TECK. The

peer group may be adjusted as decided by the Board of Directors if the Board of

Directors finds it appropriate.

[[3]]Boliden aims to have 42 per cent lower absolute carbon dioxide emissions

(Scope 1 and Scope 2 according to the Green-house Gas Protocol) in 2030 compared

to the base year 2021. The climate targets for 2030 are validated by the Science

Based Target Initiative ("SBTi").

Boliden's vision is to be the most climate-friendly and respected metal provider

in the world. We are Europe's producer of sustainable metals and, guided by our

values care, courage and responsibility, we operate within exploration, mines,

smelters and recycling. We are around 6,000 employees and have annual revenues

of approximately SEK 80 billion. The share is listed in the Large Cap segment of

NASDAQ OMX Stockholm.