Boliden — AGM Information 2025

Mar 24, 2025

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 Wednesday, April 23,

2025 at 13.00 (CEST). The Annual General Meeting will be held in Aitik,

Sakajärvi 1, Gällivare, Sweden. The meeting facilities will be open for

registration and lunch from 11.30 (CEST). The exhibition opens at 14.30 (CEST)

and will be followed by a guided tour.

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

mustbe recorded as a shareholder in the share register prepared by Euroclear

Sweden relating to the circumstances on Friday, April 11, 2025 (see below

regarding re-registration of nominee registered shares), and

mustgive 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 Tuesday, April 15, 2025.

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

voting

mustbe recorded as a shareholder in the share register prepared by Euroclear

Sweden relating to the circumstances on Friday, April 11, 2025 (see below

regarding re-registration of nominee registered shares), and

mustgive 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,

April 15, 2025 (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 Friday, April 11, 2025. 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, April 15, 2025 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 GeneralMeetingService@euroclear.com 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 Tuesday, April15,2025.

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

GeneralMeetingService@euroclear.com 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 Tuesday, April 15,

2025. 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 +468 32

94 29, Monday to Friday between 09.00-16.00 (CEST).

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 2024

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

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. Resolution on instruction for the Nomination Committee

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

2025/2028 (LTIP 2025/2028)

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. Resolution on amendments to the Articles of Association

23. 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 the Chairman of the Meeting (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 appropriation of the company's profit in accordance with the

adopted balance sheet (item 12)

The Board of Directors proposes to the Annual General Meeting that no dividend

is paid to the shareholders, and that funds at the disposal of the meeting are

carried forward as retained earnings.

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

Annual General Meeting (item 14)

The Nomination Committee proposes the appointment of nine 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 SEK2,100,000 (2,025,000); that each of the other

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

SEK700,000 (675,000); that the Chairman of the Audit Committee shall be

remunerated with a fee of SEK350,000 (300,000); that each of the Audit Committee

members shall be remunerated with a fee of SEK175,000 (160,000); and that both

the Chairman and the other member of the Remuneration Committee shall be

remunerated with a fee of SEK80,000 (80,000) 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, Derek White

and Karl-Henrik Sundström, and new election of Victoire de Margerie.

Born in 1963, Victoire de Margerie has solid experience from the metals

industry, strategy and business development. She is currently Board Director and

Chair of the Technology Committee at Verkor and she holds board positions at

Ivanhoe Electric, Mines ParisTech and Université de Lorraine. She is a member of

the National Academy of Technologies of France. Previously, Victoire de Margerie

served on the boards of several multinational companies, including Eurazeo,

Arkema, Babcock International, Norsk Hydro and Outokumpu. She has also held

senior executive roles at Pechiney, Carnaud Metalbox and Elf Atochem. She is the

co-founder and Co-Chair of World Materials Forum. Victoire de Margerie holds a

PhD in Management Science from Université de Paris 2 Panthéon-Assas, a Master's

degree from HEC Paris and additional qualifications from Sciences Po Paris and

Stanford Graduate School of Business. Additional 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 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, that the accounting firm Öhrlings PricewaterhouseCoopers AB is

elected as new auditor for the period until the end of the next Annual General

Meeting, replacing Deloitte AB in line with the rotation requirement under the

EU Audit Regulation.

Resolution on instruction for the Nomination Committee (item 20)

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

the three largest shareholders in the company in terms of voting rights

according to Euroclear Sweden AB's transcript of the share register as of 31

August, who shall each be given the opportunity to appoint a representative to

the Nomination Committee. In addition, the Chairman of the Board shall be co

-opted (adjunct) to the Nomination Committee. It is the task of the Chairman of

the Board to convene the Nomination Committee for an inaugural meeting, normally

before the end of October.

If any of the three largest shareholders in terms of voting rights do not

exercise the right to appoint a member, the right to appoint such a member is

passed to the next largest shareholder in terms of votes who does not already

have the right to appoint a member of the Nomination Committee.

The Chairman of the Nomination Committee shall be the member representing the

largest shareholder in terms of voting rights, unless the Nomination Committee

decides otherwise. However, the Chairman of the Board shall never be the

Chairman of the Nomination Committee.

The names of the members of the Nomination Committee shall be announced as soon

as the Nomination Committee has been appointed, but no later than six months

before the next Annual General Meeting. The Nomination Committee is appointed

for a mandate period from the time its composition is announced until a new

Nomination Committee is appointed.

If there is a change in the company's ownership structure after 31 August but

before the majority of the Nomination Committee's work has been completed and

complete proposals have been announced, and if a shareholder who, after this

change, has become one of the three largest shareholders in the company in terms

of voting rights (apart from shareholders who have been offered but have

abstained from appointing a member of the Nomination Committee), presents a

request to the Chairman of the Nomination Committee to be included in the

Nomination Committee, this additional shareholder shall be entitled to appoint

an additional member to the Nomination Committee.

If a member appointed by a shareholder resigns from the Nomination Committee

during the mandate period or if such member is prevented from fulfilling his or

her duties before the majority of the Nomination Committee's work has been

completed, the Nomination Committee shall invite the shareholder who appointed

the member to nominate a new member. If the shareholder does not exercise the

right to appoint a new member within a reasonable time, the right to appoint

such member shall pass to the next largest shareholder in terms of voting

rights, who has not already appointed or abstained from appointing a member of

the Nomination Committee. Changes in the composition of the Nomination Committee

shall be announced as soon as they occur.

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

2025/2028 (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 2025/2028"). 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 2025. The overall purpose of the

Programme is to drive performance and engagement among the Participants, retain

strategically important employees by providing an attractive total compensation

package, and align the interests of Participants with those of shareholders.

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 a maximum of approximately 50

permanent employees within the Boliden Group, which are divided into the

following four categories: the CEO of Boliden ("Group1"), members of the Group

Management (fivepersons) ("Group 2"), General Managers (maximum of 15 persons)

("Group 3") and certain other pre-identified key persons in the Boliden Group

(maximum of 30 persons) ("Group4"). The number of Participants in Group 3 and

Group 4 may together not exceed 45 persons. The participants in Groups 1-4 are

together referred to as the "Participants".

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

personally invest in shares in Boliden, and allocate these, or previously held

Boliden shares to the Programme[1], no later than 30 September 2025, unless the

Board of Directors decides to postpone this date ("Investment Shares"). The

Investment Shares shall be retained throughout the Vesting Period (as defined

below). For each Investment Share, the Participants can be allotted, free of

charge, 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 2025 up to and including 31 May 2028 (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 in

relation to the weighted average TSR of a peer group of other companies (the

"TSR Condition") and a sustainability target related to the reduction of

Boliden's carbon dioxide emissions in absolute terms (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. The performance conditions are

independently evaluated, meaning that if one of the performance conditions is

fulfilled and the other is not, the performance condition that has been

fulfilled will still entitle to 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 20trading days after Boliden's publication of the year-end report for the

financial year 2024 compared to 20 trading days after Boliden's publication of

the year-end report for the financial year 2027 (the "Measurement Period") in

relation to the TSR of a peer group[2] of other companies.[3]

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.

For the allotment of Performance Shares under the Sustainability Condition,

Boliden's carbon dioxide emissions in absolute terms (Scope 1 and Scope 2

according to the Green-house Gas Protocol) during the financial year 2027 shall

have been reduced by 15-18 per cent[4] compared to Boliden's carbon dioxide

emissions in absolute terms during the financial year 2021.[5] For a reduction

below 15 per cent no allotment of Performance Shares related to the

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

reduction must equal or exceed 18 per cent. Fulfilment between the threshold

level and the maximum level means that Performance Shares are allotted on a

linear basis.

e. Participants in Group 1-2 may acquire or allocate Investment Shares at a

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

gross fixed base salary for 2024, adjusted for the increase in the income base

amount in Sweden for 2025 compared to 2024. Participants in Group 3-4 may

acquire or allocate Investment Shares corresponding to a maximum of 10 per cent

of the Participant's annual gross fixed base salary for 2024, adjusted for the

increase in the income base amount in Sweden for 2025 compared to 2024. Boliden

may, if the Participant's fixed salary for 2025 is established due to promotion,

use the fixed base salary for 2025 as foundation for calculation of the maximal

number of Investment Shares. The number of Investment Shares that Participants

may acquire or allocate 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 2024.

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 150percent of the Participant's annual individual gross fixed

base salary for 2028 (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, the Participant 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 130,000 Performance Shares in

Boliden.

r. The number of Performance Shares may 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 recognised 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 30 December 2024, i.e. SEK

310.5 per share, and with the following assumptions: (i) an annual dividend

yield of zero per cent, (ii) an annual employee turnover of 7 per cent, (iii)

fulfilment of the TSR Condition of 100 per cent and fulfilment of the

Sustainability Condition, (iv) 50 Participants invest the maximum amount in the

Programme, (v) all remaining Participants are entitled to allotment of the

maximum number of Performance Shares in the Programme, (vi) a tax rate for

social security contributions of 30 per cent, and (vii) a total maximum of

130,000 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 23.5 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 15.5 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 22.4 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 13 million, including social security

contributions. This corresponds to approximately 0.3 per cent of the Boliden

Group's total personnel costs for the financial year 2024.

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 130,000 shares

in Boliden, which corresponds to approximately 0.05 per cent of the shares and

votes (calculated based on the number of outstanding shares in Boliden as of 30

December 2024). The effects on key ratios and earnings per share are thus

marginal.

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 a main alternative resolves on, repurchase and transfer of treasury

shares. The Company currently holds 140,000 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 decided

to propose that the Programme is adopted at the Annual General Meeting 2025.

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) authorise

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 130,000 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 authorisation may be exercised on one or more occasions until the Annual

General Meeting in 2026.

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

place under the following terms:

i. A maximum of 130,000 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 the Participants are entitled to be

allocated shares.

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

Boliden has two long-term share saving programme (LTIP 2023/2026 and LTIP

2024/2027) adopted at the Annual General Meeting 2023 and 2024, respectively,

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

2025/2028. The outstanding long-term share saving programmes are described in

more detail in note 5 in Boliden's annual report for the financial year 2024.

Resolution on amendments to the Articles of Association (item 22)

As a result of the entering into an agreement to acquire the Zinkgruvan mine

(located in Askersund), the Board of Directors proposes amendments to § 9 fifth

paragraph (the proposed changes are marked in italics below) to enable the

General Meeting to be held also in the municipalities of Askersund and Örebro.

Further, amendments are proposed to § 10 item 6 (the proposed changes are marked

in italics below). The Board of Directors also proposes that the President shall

be authorised to make any minor adjustments to the resolutions below that may be

necessary in connection with the registration of the Articles of Association

with the Swedish Companies Registration Office (Sw. Bolagsverket).

§ 9 fifth paragraph

Current wording

General Meeting may also be held in the municipalities of Gällivare, Hedemora,

Landskrona and Skellefteå.

Suggested wording

General Meeting may also be held in the municipalities of Askersund, Gällivare,

Hedemora, Landskrona, Skellefteå and Örebro.

§ 10 item 6

Current wording

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

consolidated financial statements and auditor's report for the Group.

Suggested wording

Presentation of the annual report and auditor's report, the consolidated

financial statements and auditor's report for the Group as well as the

sustainability assurance report regarding the consolidated sustainability

report.

A valid resolution under item 22 above requires that shareholders representing

not less than two-thirds of the votes cast as well as of the shares represented

at the Annual General Meeting approve the resolution.

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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 140,000 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 statement in accordance with 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 Wednesday, April 2, 2025. 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:

arsstamma@boliden.com.

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. If you have questions regarding our processing of

your personal data, you can contact us by emailing dpo@boliden.com.

Stockholm, March 2025

Boliden AB (publ)

The Board of Directors

[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. Neither may shares allocated under previous incentive plans be

allocated as Investment Shares in the Programme.

[2] 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] 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 2024 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 2027, including

dividends and other returns. When calculating TSR start value for Boliden and

peer companies, market capitalisation is converted to one common currency (USD)

based on average exchange rates during a period of 20 trading days after

Boliden's publication of the year-end report for the financial year 2024. When

calculating TSR end value for Boliden and peer companies, market capitalisation

is converted to one common currency (USD) based on average exchange rates during

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

for the financial year 2027.

[4] On 9 December 2024, Boliden announced that it had entered into a definitive

agreement with Lundin Mining to acquire the Neves-Corvo mine in Portugal and the

Zinkgruvan mine in Sweden. Emissions from the acquired mines are not included in

the measurement of the Sustainability Condition due to uncertainties in

calculation methodology and since it is uncertain that the acquisition will have

closed at the time of the Annual General Meeting 2025.

[5] 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.

Metals for generations to come

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 90 billion. The share is listed in the Large Cap segment of

NASDAQ Stockholm.

www.boliden.com