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

21 Mar 2025 01:20 CET

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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

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