Boliden — Capital/Financing Update 2025

Mar 21, 2025

Boliden completes a directed share issue of approximately 10.7 million shares, raising gross proceeds of approximately SEK 3.75 billion

Boliden completes a directed share issue of approximately 10.7 million shares, raising gross proceeds of approximately SEK 3.75 billion

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OR IN PART, IN OR INTO THE UNITED STATES, THE UNITED KINGDOM, AUSTRALIA, CANADA,

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OR WOULD REQUIRE REGISTRATION OR ANY OTHER MEASURES.

As indicated in a press release earlier, Boliden AB ("Boliden" or the "Company")

has resolved to carry out a placement of 10,714,285 newly issued shares at a

subscription price of SEK 350 per share (the "Share Issue") based on

authorization granted by the extraordinary general meeting on January 23, 2025.

Through the Share Issue Boliden will obtain approximately SEK 3.75 billion

before transaction costs. A number of Swedish and international institutional

investors participated in the Share Issue, including existing shareholders such

as Alecta Tjänstepension Ömsesidigt, Swedbank Robur Fonder, Nordea Funds and

Fjärde AP-fonden.

The subscription price per share represents a discount of approximately 3.4

percent in relation to the closing price of Boliden's shares on Nasdaq Stockholm

on 20 March 2025. The subscription price has been determined through an

accelerated bookbuilding procedure performed by BNP PARIBAS and Skandinaviska

Enskilda Banken AB ("SEB") as Joint Global Coordinators and Joint Bookrunners

and RBC Capital Markets ("RBC") as Joint Bookrunner (jointly the "Joint

Bookrunners") and accordingly, the Board of Directors of Boliden considers the

subscription price to be on market terms. The net proceeds of the Share Issue

will be used to finance the acquisition of Somincor-Sociedade Mineira de Neves

-Corvo, S.A. ("Neves-Corvo") and Zinkgruvan Mining Aktiebolag ("Zinkgruvan").

Completion of the acquisition of Neves-Corvo and Zinkgruvan is expected in or

around April 2025, subject to regulatory approvals, including merger control

filings and approvals and other customary closing conditions.

Deviation from shareholders' preferential rights

Prior to the Share Issue, the Board of Directors has made an overall assessment

and carefully considered the option to raise capital through a rights issue. The

Board of Directors considers that the reasons for deviating from the

shareholders' preferential right are (i) to increase the flexibility of the

timing of the share issue to minimize dependency on market conditions as a

rights issue would take significantly longer to complete and entail a higher

exposure to market risks, as well as risk for a potentially adverse effect on

the share price, (ii) to benefit from the cost savings associated with the

reduced necessity to utilize the bridge loan, (iii) that the share issue, in

relation to the Company's market capitalization, is limited in size, which

entails that a rights issue process is disproportionately burdensome to carry

out, causing costs in the form of time-consuming processes for the Company, (iv)

to carry out a directed share issue can be made at lower costs and with less

complexity than a rights issue, and (v) to strengthen the Company's shareholder

base with Swedish and international institutional investors in order to maintain

and enhance the liquidity of the Company's share. Considering the above, the

Board of Directors overall assessment is that a directed share issue with

deviation from the shareholders' preferential right is the most favorable

alternative for the Company and is in the best interest of the Company and its

shareholders.

The Share Issue entails an increase in the number of shares in Boliden of

10,714,285, from 273,511,169 shares to 284,225,454 shares. The Share Issue

results in a dilution of approximately 3.8 percent of the number of shares and

votes in Boliden (calculated as the number of newly issued shares divided by the

total number of shares in Boliden upon completion of the Share Issue). The share

capital will increase by approximately SEK 22,677,879.05 from SEK 578,914,338 to

approximately SEK601,592,217.05.

Lock-up undertakings

In the context of the Share Issue, the Company has agreed not to issue

additional shares for a period of 180 calendar days after completion of the

Share Issue, subject to certain customary exceptions. In addition, all board

members elected by the shareholders' meeting, the CEO and the CFO of Boliden

have undertaken not to sell or otherwise dispose of their shares in Boliden for

a period of 90 calendar days after completion of the Share Issue, subject to

certain customary exceptions.

Advisors

BNP PARIBAS and SEB are acting as Joint Global Coordinators and Joint

Bookrunners in respect of the Share Issue and RBC Capital Markets is acting as

Joint Bookrunner (jointly the "Joint Bookrunners"). Advokatfirman Vinge is

acting as Swedish legal counsel and Milbank LLP as international legal counsel

to Boliden. Linklaters Advokatbyrå AB & Linklaters LLP is acting as Swedish and

international legal counsel to Joint Bookrunners, in connection with the Share

Issue.

For further information, please contact:

Klas Nilsson

Director Group Communications

+46 70 453 65 88

klas.nilsson@boliden.com

Important information

The release, announcement or distribution of this press release may, in certain

jurisdictions, be subject to restrictions and the recipients of this press

release in jurisdictions where this press release has been published or

distributed shall inform themselves of and follow such restrictions. The

recipient of this press release is responsible for using this press release, and

the information contained herein, in accordance with applicable rules in each

jurisdiction. This press release does not constitute an offer, or a solicitation

of any offer, to buy or subscribe for any securities in Boliden in any

jurisdiction, neither from Boliden nor from someone else.

The Joint Bookrunners are acting for the Company in connection with the

transaction and no one else and will not be responsible to anyone other than the

Company for providing the protections afforded to its clients nor for giving

advice in relation to the transaction or any other matter referred to herein.

This press release does not constitute a recommendation concerning any

investor's decision regarding the Share Issue. The information contained in the

press release is for background purposes only and does not purport to be full or

complete. No reliance may be placed for any purpose on the information contained

in this press release or its accuracy or completeness. This press release does

not purport to identify or suggest the risks (direct or indirect) which may be

associated with an investment in the Company or the new shares. Each investor or

potential investor should conduct his, her or its own investigation, analysis

and evaluation of the business and information described in this press release

and any publicly available information. The price and value of the securities

can decrease as well as increase. Achieved results do not provide guidance for

future results.

None of the Joint Bookrunners or any of their respective affiliates, directors,

officers, employees, advisers or agents accepts any responsibility or liability

whatsoever for, or makes any representation or warranty, express or implied, as

to the truthfulness, accuracy or completeness of, the information contained in

this press release (or whether any information has been omitted from the

document) or any other information relating to the Company or its associated

companies, whether written, oral or in a visual or electronic form, and

howsoever transmitted or made available or for any loss howsoever arising from

any use of this document or its contents or otherwise arising in connection

therewith.

This press release does not constitute or form part of an offer or solicitation

to purchase or subscribe for securities in the United States. The securities

referred to herein may not be sold in the United States absent registration or

an exemption from registration under the U.S. Securities Act of 1933, as amended

(the "Securities Act"), and may not be offered or sold within the United States

absent registration or an applicable exemption from, or in a transaction not

subject to, the registration requirements of the Securities Act. The securities

referred to herein have not been registered under the Securities Act and there

is no intention to register any securities referred to herein in the United

States or to make a public offering of the securities in the United States. The

information in this press release may not be announced, published, copied,

reproduced or distributed, directly or indirectly, in whole or in part, within

or into the United States, the United Kingdom, Australia, Canada, Hong Kong,

Israel, Japan, New Zealand, South Africa, Switzerland or in any other

jurisdiction where such announcement, publication or distribution of the

information would not comply with applicable laws and regulations or where such

actions are subject to legal restrictions or would require additional

registration or other measures than what is required under Swedish law. Actions

taken in violation of this instruction may constitute a crime against applicable

securities laws and regulations.

This announcement is not a prospectus for the purposes of Regulation (EU)

2017/1129 of 14 June 2017 (the "Prospectus Regulation") and has not been

approved by any regulatory authority in any jurisdiction. Boliden has not

authorized any offer to the public of shares or other securities in any member

state of the EEA. In any EEA Member State, this communication is only addressed

to and is only directed at "qualified investors" in that Member State within the

meaning of the Prospectus Regulation.

In the United Kingdom, this document and any other materials in relation to the

securities described herein is only being distributed to, and is only directed

at, and any investment or investment activity to which this document relates is

available only to, and will be engaged in only with, "qualified investors"

(within the meaning of the Prospectus Regulation as it forms part of domestic

law in the United Kingdom by virtue of the European Union (Withdrawal) Act

2018), who are (i) persons having professional experience in matters relating to

investments who fall within the definition of "investment professionals" in

Article 19(5) of the Financial Services and Markets Act 2000 (Financial

Promotion) Order 2005 (the "Order"); (ii) high net worth entities falling within

Article 49(2)(a) to (d) of the Order; or (iii) such other persons to whom such

investment or investment activity may lawfully be made available under the Order

(all such persons together being referred to as "relevant persons"). In the

United Kingdom, any investment or investment activity to which this

communication relates is available only to, and will be engaged in only with,

relevant persons. Persons who are not relevant persons should not take any

action on the basis of this press release and should not act or rely on it.

Foreign Direct Investment Act

Please note that an investment in the Company is subject to regulation under the

Foreign Direct Investment Act (2023:560), which requires investors, under

certain conditions, to notify and obtain approval from the Swedish Inspectorate

for Strategic Products. Investors should make their own assessment of whether a

notification obligation exists before making any investment decision regarding

the Share Issue.

Information to distributors

Solely for the purposes of the product governance requirements contained within:

(a) EU Directive 2014/65/EU on markets in financial instruments, as amended

("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU)

2017/593 supplementing MiFID II; and (c) local implementing measures (together,

the "MiFID II Product Governance Requirements"), and disclaiming all and any

liability, whether arising in tort, contract or otherwise, which any

"manufacturer" (for the purposes of the MiFID II Product Governance

Requirements) may otherwise have with respect thereto, the shares in Boliden

have been subject to a product approval process, which has determined that such

shares are: (i) compatible with an end target market of retail investors and

investors who meet the criteria of professional clients and eligible

counterparties, each as defined in MiFID II; and (ii) eligible for distribution

through all distribution channels as are permitted by MiFID II (the "Target

Market Assessment"). Notwithstanding the Target Market Assessment, Distributors

should note that: the price of the shares in Boliden may decline and investors

could lose all or part of their investment; the shares in Boliden offer no

guaranteed income and no capital protection; and an investment in the shares in

Boliden is compatible only with investors who do not need a guaranteed income or

capital protection, who (either alone or in conjunction with an appropriate

financial or other adviser) are capable of evaluating the merits and risks of

such an investment and who have sufficient resources to be able to bear any

losses that may result therefrom. The Target Market Assessment is without

prejudice to the requirements of any contractual, legal or regulatory selling

restrictions in relation to the Directed Share Issue. Furthermore, it is noted

that, notwithstanding the Target Market Assessment, the Joint Bookrunners will

only procure investors who meet the criteria of professional clients and

eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:

(a) an assessment of suitability or appropriateness for the purposes of MiFID

II; or (b) a recommendation to any investor or group of investors to invest in,

or purchase, or take any other action whatsoever with respect to the shares in

Boliden.

Each distributor is responsible for undertaking its own target market assessment

in respect of the shares in Boliden and determining appropriate distribution

channels.

Forward-looking statements

This press release contains forward-looking statements that reflect the

Company's intentions, beliefs, or current expectations about and targets for the

Company's future results of operations, financial condition, liquidity,

performance, prospects, anticipated growth, strategies and opportunities and the

markets in which the Company operates. Forward-looking statements are statements

that are not historical facts and may be identified by words such as "believe",

"expect", "anticipate", "intend", "may", "plan", "estimate", "will", "should",

"could", "aim" or "might", or, in each case, their negative, or similar

expressions. The forward-looking statements in this press release are based upon

various assumptions, many of which are based, in turn, upon further assumptions.

Although the Company believes that the expectations reflected in these forward

-looking statements are reasonable, it can give no assurances that they will

materialize or prove to be correct. Because these statements are based on

assumptions or estimates and are subject to risks and uncertainties, the actual

results or outcome could differ materially from those set out in the forward

-looking statements as a result of many factors. Such risks, uncertainties,

contingencies and other important factors could cause actual events to differ

materially from the expectations expressed or implied in this release by such

forward-looking statements. The Company does not guarantee that the assumptions

underlying the forward-looking statements in this press release are free from

errors and readers of this press release should not place undue reliance on the

forward-looking statements in this press release. The information, opinions and

forward-looking statements that are expressly or implicitly contained herein

speak only as of its date and are subject to change without notice. Neither the

Company nor anyone else undertake to review, update, confirm or to release

publicly any revisions to any forward-looking statements to reflect events that

occur or circumstances that arise in relation to the content of this press

release, unless it is not required by law or Nasdaq Stockholm rule book for

issuers.

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