Announcement • Aug 29

Boliden AB (publ) (OM:BOL) entered into a definitive agreement to acquire 64.68% stake in Nexa Resources S.A. (NYSE:NEXA) from Votorantim S.A. for approximately $1.3 billion.

Boliden AB (publ) (OM:BOL) entered into a definitive agreement to acquire 64.68% stake in Nexa Resources S.A. (NYSE:NEXA) from Votorantim S.A. for approximately $1.3 billion on August 27, 2026. Under the terms of the Transaction, Votorantim will receive 0.250 newly issued Boliden shares for each of its Nexa shares resulting in Boliden becoming owner of 64.68% of the total number of shares and votes in Nexa, and Votorantim becoming owner of approximately 7% of the total number of shares and votes in Boliden. Following Closing, Boliden has agreed with Nexa to launch a voluntary tender offer (“VTO”) to purchase for cash any Nexa shares not acquired through the Transaction. The exchange ratio of 0.250 implies consideration to Votorantim of $15.29 per Nexa share representing a 14.2% premium to the 20-day volume weighted average price (“VWAP”) of Nexa shares as of July 1, 2026, the last unaffected trading day3 of the Nexa share on the New York Stock Exchange (“NYSE”) and a 6.5% premium to the 20-day VWAP of the Nexa share on August 26, 2026 on the NYSE. The total implied consideration for the transaction is $1.3 billion. The Transaction implies a total equity value of Nexa of approximately $2,025 million (equivalent to approximately SEK 19,296 million) and an enterprise value of approximately $3.6 billion (equivalent to approximately SEK 34,940 million), on a 100% basis. Boliden has secured a fully committed bridge financing facility totaling $2 billion in support of the Transaction. Following Closing, Nexa will continue to exist as a separate legal entity organized under the laws of Luxembourg. Nexa’s shares are and will continue to be listed on the NYSE and Nexa will continue to be subject to reporting obligations under the U.S. Securities Exchange Act of 1934, as amended (the “U.S. Exchange Act”). Boliden will govern Nexa through Nexa’s Board of Directors and existing Nexa management is expected to largely remain in place. Nexa will be reported by Boliden as a separate segment. The transaction is subject to antitrust regulations, approval of offer by the shareholders of Boliden AB, approval by Nexa's shareholders of a new Board of Directors and approval by regulatory board / committee. The expected completion of the transaction is in first quarter of 2027. Payment in Boliden shares (as opposed to cash consideration) preserves the strength of Boliden’s balance sheet and is expected to be immediately accretive to Boliden’s earnings per share (“EPS”). RBC Capital Markets, LLC acted as financial advisor for Boliden AB. Skandinaviska Enskilda Banken AB acted as financial advisor for Boliden AB. Evercore LP acted as financial advisor for Boliden AB. JPMorgan Chase & Co. acted as financial advisor for Boliden AB. Sullivan & Cromwell LLP acted as legal advisor for Boliden AB. The team of Mannheimer Swartling Advokatbyrå Aktiebolag led by Emil Boström, Victor Karlsson, Thomas D. Pettersson and Charlotte Demegård acted as legal advisor for Boliden AB. Arendt & Medernach SA acted as legal advisor for Boliden AB. Nexa Resources engaged Goldman Sachs to act as its financial advisor, the team of Cleary Gottlieb Steen & Hamilton LLP led by Juan Giraldez, Aaron Meyers, Isa Julson Barahona, Julia C. G. Ferreira, Christopher Cook, Jeremy Calsyn, Chase Kaniecki and Samuel Chang as legal counsel, and Machado, Meyer, Sendacz e Opice Advogados, Karl Pardaens and Cristina Beniog of Elvinger Hoss Prussen, and Rebaza, Alcázar & De Las Casas as respective Brazilian, Luxembourg and Peruvian counsels. The team of Roschier Advokatbyrå Ab led by Pontus Enquist, Tilda Rosengren and Emma Johanssonacted as legal advisor for Votorantim S.A.

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Boliden AB (publ) (OM:BOL) entered into a definitive agreement to acquire 64.68% stake in Nexa Resources S.A. (NYSE:NEXA) from Votorantim S.A. for approximately $1.3 billion.

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