Boliden — AGM Information 2026

Mar 24, 2026

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 (AGM) to be held on Tuesday, April

28, 2026, at 11.00 (CEST). The AGM will be held in Kulturhuset Sjöängen,

Drottning Kristinas väg 2, Askersund, Sweden. The meeting facilities will be

open for registration from 9.00 (CEST).

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

exercise their voting rights at the AGM 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 AGM in person or by proxy

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

Sweden relating to the circumstances on Monday, April 20, 2026 (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 Wednesday, April 22, 2026.

B) Shareholders who wish to participate in the AGM by postal voting

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

Sweden relating to the circumstances on Monday, April 20, 2026 (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 Wednesday,

April 22, 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 AGM.

Shareholders who wish to participate at the AGM 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 AGM 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 AGM (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 20, 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 Wednesday, April 22, 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 AGM and should not be older than

one year at the time of the AGM. Power of attorney, certificate of registration

and other documents of authority shall be 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 AGM.

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 22, 2026.

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://www.euroclear.com/sweden/generalmeetings/.

Such electronic votes must be submitted no later than Wednesday, April 22, 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 Sweden at telephone +46 8 32 94

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

Proposed Agenda

1.Opening of the AGM

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 and sustainability 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

senior executives in effect since the AGM 2023) and the assurance report in

respect of the Group sustainability statement

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 2025

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 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

AGM

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 the implementation of a long-term share savings programme

2026/2029 (LTIP 2026/2029)

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

21.Resolution regarding guidelines for remuneration to senior executives

22.Closing of the AGM

Nomination Committee

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

Robur Fonder), Chairman, Karin Eliasson (Handelsbanken Fonder), and Magnus Tell

(Alecta). 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 AGM'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 and determination of the record date for the dividend

(item 12)

The Board of Directors proposes a dividend to the shareholders of SEK 11,00 per

share and that Thursday, April 30, 2026, shall be the record date for the right

to receive dividends. Provided the AGM resolves in accordance with this

proposal, the dividend is expected to be distributed through Euroclear Sweden AB

on Wednesday, May 6, 2026.

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

AGM (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 of Directors

shall be remunerated with a fee of SEK 2,200,000 (2,100,000); that each of the

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

SEK 735,000 (700,000); that the Chairman of the Audit Committee shall be

remunerated with a fee of SEK 370,000 (350,000); that each of the Audit

Committee members shall be remunerated with a fee of SEK 185,000 (175,000); and

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

be remunerated with a fee of SEK 100,000 (80,000) each.

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

The Nomination Committee proposes re-election of Karl-Henrik Sundström, Helene

Biström, Tomas Eliasson, Perttu Louhiluoto, Victoire de Margerie, Pia Rudengren

and Derek White, and new election of Guillaume de Goÿs and Maria Moræus Hanssen.

Elisabeth Nilsson has declined re-election.

Born in 1971, Guillaume de Goÿs is serving as CEO of Aluminium Dunkerque, the

largest aluminium smelter in the European Union. He is also a Board member of

Aluminium Duffel, a rolling mill in Belgium. He has held management positions in

France and other countries as a senior executive and project manager for various

global aluminium, graphite, and tyre companies. He is also President of the

French Association of Aluminium Producers and a Board member of European

Aluminium and European Metals. Guillaume de Goÿs hold a master's degree from

Ecam and an MBA from IAE Lyon.

Born in 1965, Maria Moræus Hanssen has extensive experience across the oil and

gas industry and the energy sector. She holds a master-degree from the Norwegian

University of Science and Technology and from IFP School. Currently, she is the

Chair of the Board of Å Energi AS, one of Norway's largest hydropower and

utility companies. She also serves on the Board of two NYSE-listed companies:

SLB Limited (formerly known as Schlumberger) and Kosmos Energy Ltd. Further, she

is a member in the Danish Nordsøfonden and SCATEC ASA, an Oslo-listed

international renewable company. Her previous board experience includes Alfa

Laval, Yara International, and Hafslund, among others. Maria Moræus Hanssen has

also held executive leadership positions at Wintershall Dea, DEA Deutsche

Erdoel, ENGIE SA, and Aker, following various management roles at Equinor and

Norsk Hydro.

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

(PwC) is re-elected as auditor for the period until the end of the next AGM.

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

2026/2029 (item 20a) and hedging arrangements related thereto (item 20b)

Background

The Board of Directors proposes that the AGM resolves on a long term share

savings programme (the "Programme" or "LTIP 2026/2029"). The Programme is aimed

at the CEO, other members of the Group Management, General Managers and certain

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

Boliden's AGM in 2026. 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 implementing the Programme on the main terms set

out below.

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 ("Group 1"), other members of the

Group Management (five persons) ("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) ("Group 4"). The participants in Groups 1-4 are

together referred to as the "Participants".

Investment Shares

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, no later than 30 September 2026, unless the Board of

Directors decides to postpone this date ("Investment Shares"). For each

Investment Share, the Participants can be allotted, free of charge, a maximum of

three (3) Performance Share Awards, each entitling the Participant to one

Performance Share after the expiration of the Vesting Period, conditional upon

continued employment, uninterrupted holding of Investment Shares and fulfilment

of the Performance Conditions.

Vesting Period

The Performance Share Awards will be granted after the expiry of a vesting

period running from and including 1 June 2026 up to and including 31 May 2029

(the "Vesting Period").

Performance Conditions

The allotment of Performance Shares depends on the fulfilment of two performance

conditions, the Total Shareholder Return ("TSR") Condition, and the

Sustainability Condition. 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 TSR Condition and the Sustainability Condition are

evaluated independently. After the end of the Vesting Period, the Board of

Directors will publish the extent to which the performance conditions have been

fulfilled.

The Total Shareholder Return (TSR) Condition (80% weight)

The TSR Condition is measured by comparing Boliden's TSR over 20 trading days

after publication of the 2025 year end report, and 20 trading days after

publication of the 2028 year end report, in relation to the weighted average TSR

of a peer group1. For the minimum allocation, Boliden's TSR must exceed the

weighted TSR of the peer group. For the maximum allocation (100%), Boliden's TSR

must exceed the peer group outcome by at least 10.0 percentage points. Linear

allocation applies between these thresholds.

1 The TSR peer group shall consist of: Antofagasta, Anglo American, Atalaya

Mining Copper, Aurubis, BHP Group Limited, Central Asia Metals, Glencore, Grupo

México, KGHM, Lundin Mining, Rio Tinto, Sandfire Resources, South32 Limited,

Southern Copper and Vale. The Board may adjust the peer group if appropriate.

The Sustainability Condition (20% weight)

Boliden's absolute carbon dioxide emissions (Scope 1 and Scope 2 according to

the Green-house Gas Protocol) must be reduced by 22-28% in the financial year

2028 compared to the financial year 2021. No allotment will be made for

reductions below 22%, linear allocation will be made for reductions between

22-28% and full (100%) allotment will be made for reductions of 28% or more.

Maximum Investment Amount

Participants in Group 1-2 may acquire or allocate Investment Shares

corresponding to a maximum of 15% and Participants in Group 3-4 a maximum of 10%

of the Participant's annual gross fixed base salary for 2025, adjusted for the

increase in the income base amount in Sweden for 2026 compared to 2025. If a

Participant's fixed salary for 2026 is increased due to promotion, the salary

for 2026 may be used as the basis for calculation. The number of Investment

Shares that Participants may allocate is determined based on the volume weighted

average share price during the 20 trading days starting on the date of the

publication of the 2025 year end report.

Cap on Maximum Value

The total value of Performance Shares allotted to a Participant may not exceed

150 per cent of the Participant's annual individual gross fixed base salary for

2029 (the "Cap"). The value is calculated based on the volume weighted average

share price during the 20 trading days prior to the end of the Vesting Period.

Employment and Holding Requirements

Performance Shares may normally only be allotted after the end of the Vesting

Period. To be allotted Performance Shares, the Participant shall normally have

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

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

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

excluded from the calculation.

Adjustments and Cash Settlement Option

If there are significant changes in the Boliden Group or in the market that

would make the conditions for allotment unreasonable, the Board of Directors may

decide to reduce the allotment of Performance Shares or resolve that no

allotment shall take place. The Board of Directors may make necessary

adjustments to fulfil specific rules or market conditions outside Sweden. Where

the Board of Directors considers that Participants outside Sweden cannot be

allotted Performance Shares at reasonable cost or administrative effort, it may

decide on a cash settlement instead.

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

conditions of the Programme.

Programme Size and Recalculation

The Programme shall comprise a maximum of 70,000 Performance Shares in Boliden.

The number of Performance Shares may be recalculated to take into account bonus

issues, splits, reverse splits, rights issues, dividends exceeding 15% of the

Group's equity for a given year or other similar corporate events.

Costs for the Programme

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 2 March 2026, i.e. SEK 690.60

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) all 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 a volume weighted average 26.93 per cent, and (vii) a total

maximum of 70,000 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 27.28 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 15.93 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 23 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 14.40 million, including social

security contributions.

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 70,000 shares

in Boliden, which corresponds to 0.0246 per cent of the shares and votes

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

2026). The effects on key ratios and earnings per share are thus marginal.

Preparation of the proposal

According to guidelines issued by Boliden's Board of Directors, this proposed

Programme has 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 this AGM 2026.

Hedging arrangements

To implement the Programme in a cost-efficient and flexible manner, the Board of

Directors has considered different methods for the delivery of Performance

Shares. The most cost-efficient alternative, which is hereby proposed to the AGM

as the main alternative, is repurchase and transfer of treasury shares in

accordance with item 20.b.i below. The company currently holds 270,000 treasury

shares. Should the required majority for this main alternative not be reached,

the Board of Directors proposes, as a fall-back option, that Boliden shall be

able to enter into equity swap agreements with third parties in accordance with

item 20.b.ii below.

b)Hedging arrangements in respect of the Programme

i.Decisions on acquisitions and transfers of treasury shares

The Board of Directors proposes that the AGM (a) authorizes 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.

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

.            Acquisition of treasury shares may only be made on Nasdaq Stockholm

and in accordance with the Nasdaq Stockholm Main Market Rulebook for Issuers of

Shares.

.            A maximum of 70,000 shares may be acquired to ensure delivery of

shares to Participants.

.            Acquisition shall be carried out in compliance with the price

restrictions set out in the Nasdaq Stockholm Rulebook for Issuers on the Main

Market, which provides that acquisitions of shares may not be made at a price

higher than the higher of the price of the last independent trade and the

highest current independent purchase bid on the trading venue where the purchase

is carried out. Purchases may not be made at a lower price than the lowest price

at which an independent purchase may be made.

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

the AGM in 2027.

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

under the following terms:

.            A maximum of 70,000 shares in Boliden may be transferred free of

charge to the Participants.

.            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.

.            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.

.            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, and a 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 AGM, in the event that the required

majority for item 20.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 AGM's resolution to implement the Programme in accordance with item 20.a.

above is conditional upon the AGM resolving either in accordance with the

proposal under item 20.b.i or the proposal under item 20.b.ii.

The AGM's resolution under item 20.a above requires a simple majority of the

votes cast. A valid resolution under item 20.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 AGM approve the resolution. A valid resolution

under item 20.b.ii above requires a simple majority of the votes cast.

Previous incentive programmes

Boliden has three long-term share saving programmes (LTIP 2023/2026, LTIP

2024/2027 and LTIP 2025/2028) adopted at the AGMs in 2023, 2024 and 2025, which

are mainly based on the same conditions as the above proposed LTIP 2026/2029.

The outstanding long-term share saving programmes are described in more detail

in note 5 in Boliden's annual and sustainability report for the financial year

Resolution regarding guidelines for remuneration to senior executives (item 21)

The Board of Directors has decided to submit the following guidelines for

remuneration to senior executives to the AGM 2026.

These guidelines apply to the President and other members of the Group

Management (senior executives). The guidelines set out the principles applied by

the company with regard to their remuneration and shall apply to remuneration

agreed and amendments made to existing agreements after the adoption of the

guidelines by the AGM 2026.

The guidelines' promotion of the company's strategy, long-term interests and

sustainability

Information regarding the company's strategy can be found in the annual and

sustainability report. In order to successfully implement the strategy and

safeguard the company's long-term interests, including its sustainability, the

company must be able to recruit and retain qualified employees. To do so, the

company must be able to offer competitive remuneration. These guidelines enable

a competitive remuneration package to be offered to senior executives.

Any long-term share-related incentive programme is decided by the General

Meeting and is therefore not covered by these guidelines. The Board of Directors

evaluates annually whether a share-related incentive programme should be

proposed to the General Meeting. Any long-term share-related incentive programme

shall have a clear link to the business strategy and be designed with the aim of

aligning the interests of the shareholders and the participants for long-term

value creation.

Forms of remuneration, etc.

The total remuneration shall be on market terms and shall comprise of the

following components: fixed salary, variable cash remuneration, pension benefits

and other benefits. In addition, members of the Group Management may be offered

participation in long-term share-related incentive programmes decided by the

General Meeting.

(i) Fixed salary

The fixed salary shall be determined on the basis of factors including

competence, responsibilities, experience and performance. The Group uses an

internationally recognised evaluation system to determine the scope and level of

responsibility of executive positions. Comparisons are made with similar

companies. Such evaluation is performed annually by the Remuneration Committee

and forms the basis for its decisions and the proposed fixed salary for the

President that the Committee submits to the Board of Directors for approval.

(ii) Variable cash remuneration

The variable cash remuneration shall not exceed 75 per cent of the fixed salary

and shall be linked to predefined, measurable criteria, which may be financial

or non-financial. Some of the criteria may consist of quantitative or

qualitative goals that are specific to the individual. The criteria shall be

designed in such a way as to promote the company's strategy and long-term

interests. The Board of Directors shall have the possibility, subject to the

limitations that may result from law or agreement, to demand repayment of

variable cash remuneration paid on erroneous grounds (claw back).

Once the annual accounts have been approved by the Board of Directors, an

assessment is made of the extent to which the criteria have been met. The Board

of Directors is responsible, following the preparatory work of the Remuneration

Committee, for such assessment in respect of variable cash remuneration to the

President. The President is responsible for the assessment in respect of other

senior executives.

Additional variable cash remuneration may be awarded in extraordinary

circumstances, provided that such extraordinary arrangements are limited in time

and only made on an individual basis, either for the purpose of recruiting or

retaining senior executives, or as remuneration for extraordinary performances

beyond the individual's ordinary duties. Such remuneration may not exceed an

amount corresponding to 100 per cent of the fixed annual cash salary.

Resolutions on such remuneration shall be made by the Board of Directors based

on a proposal from the Remuneration Committee.

(iii) Pension benefits

The pension benefits for the President and other members of the Group Management

shall be defined contribution. The variable cash remuneration shall not be

included in the basis for calculation of pension. Pension contributions shall

not exceed 35 per cent of the fixed annual cash salary. For other members of the

Group Management, the defined contribution solution does not include costs for

ITP's base plan (Sw. ITP:s bottenplatta), ITPK, part-time pension and

supplementary health insurance.

(iv) Other benefits

Other benefits may include health insurance and company car benefit. Premiums

and other costs related to such benefits may not in total exceed 15 per cent of

the fixed annual cash salary.

Mandatory legal and collective agreement provisions

Nothing in these guidelines shall restrict mandatory legislation or collective

agreement provisions, where these are applicable. For employments governed by

rules other than Swedish, pension benefits and other benefits may be duly

adjusted for compliance with mandatory rules or established local practice,

taking into account, to the extent possible, the overall purpose of these

guidelines.

Termination of employment

A notice period of six months applies to termination of employment by a member

of Group Management. On termination of employment by the company, the total

remuneration during the notice period and severance compensation, if any, shall

not exceed 18 months' fixed salary.

Salary and terms of employment for employees

In the preparation of the Board of Directors' proposal for these remuneration

guidelines, the salary and terms of employment of the company's employees have

been taken into account by including information on employees' total

remuneration, the components of such remuneration, as well as the increase in

remuneration and the rate of increase over time, as part of the Remuneration

Committee's and the Board of Directors' decision-making basis when assessing the

reasonableness of the guidelines and the limitations resulting therefrom.

The decision-making process for establishing, evaluating and implementing the

guidelines

The Board of Directors has established a Remuneration Committee. The Committee's

tasks include preparing the Board of Directors' resolution on the proposed

guidelines for remuneration to senior executives. The Board of Directors shall

draw up proposals for new guidelines at least every four years and submit these

proposals for resolution at the AGM. The guidelines shall apply until new

guidelines are adopted by the General Meeting.

The Remuneration Committee submits proposals to the Board of Directors regarding

remuneration, etc. to the President. Furthermore, the Remuneration Committee

prepares principles for remuneration to the Group Management and approves, on

proposal from the President, remuneration, etc. to the Group Management.

The Remuneration Committee shall also monitor and evaluate variable remuneration

schemes for the Group Management, the application of the remuneration guidelines

for the Group Management and current remuneration structures and levels of

remuneration within the company.

The President and other members of Group Management shall not be in attendance

during the Board of Directors' consideration and decisions on matters relating

to their remuneration.

Derogation from the guidelines

The Board of Directors may decide to derogate temporarily from the guidelines,

in whole or in part, where there are particular reasons for doing so in an

individual case and where such derogation is necessary in order to safeguard the

long-term interests of the company, including its sustainability, or to ensure

the company's financial viability. As stated above, it is included in the

Remuneration Committee's responsibilities to prepare the Board of Directors'

decisions on remuneration matters, which includes decisions on derogations from

the guidelines.

Description of material changes to the guidelines

In comparison with the guidelines adopted by the AGM 2023, the proposed

amendments primarily entail an increase of the maximum variable cash

remuneration and the introduction of an option to grant additional variable cash

remuneration in extraordinary circumstances. In addition, certain editorial

changes and clarifications have been made for increased clarity and improved

structure.

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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 270,000 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 and sustainability report and the auditor's report, the assurance

report in the respect of the Group sustainability statement, 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 7, 2026. 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 AGM,

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 2026

Boliden AB (publ)

The Board of Directors

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 8,000 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