Invitation to the Annual General Meeting of Boliden AB (publ)

24 Mar 2026 17:00 CET

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
2025.

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

More information:
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