The shareholders of Boliden AB (publ) (company registration number 556051–4142) are summoned to the Extraordinary General Meeting to be held on Thursday, January 23, 2025 at 14:00 (CET). The Extraordinary General Meeting will be held at the offices of Advokatfirman Vinge, Smålandsgatan 20, Stockholm, Sweden. The meeting facilities will be open for registration from 13:30 (CET).
The Board of Directors has resolved that the shareholders will be able to exercise their voting rights at the Extraordinary General Meeting 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 Extraordinary General Meeting in person or by proxy
must be recorded as a shareholder in the share register prepared by Euroclear Sweden relating to the circumstances on Wednesday, January 15, 2025 (see below regarding re- registration of nominee registered shares), and
must give notice of participation to the company on the company’s website, www.boliden.com, by telephone +46 8 402 91 75 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 Friday, January 17, 2025.
B) Shareholders who wish to participate in the Extraordinary General Meeting by postal voting
must be recorded as a shareholder in the share register prepared by Euroclear Sweden relating to the circumstances on Wednesday, January 15, 2025 (see below regarding re- registration of nominee registered shares), and
must give 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 Friday, January 17, 2025 (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 Extraordinary General Meeting.
Shareholders who wish to participate at the Extraordinary General Meeting 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 Extraordinary General Meeting at the meeting facilities.
Nominee Shares
For shareholders who have their shares registered through a bank or other nominee, the following applies in order to be entitled to participate in the Extraordinary General Meeting (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 Wednesday, January 15, 2025. 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 Friday, January 17, 2025 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 Extraordinary General Meeting and should not be older than one year at the time of the Extraordinary General Meeting. Power of attorney, certificate of registration and other documents of authority are submitted by email to GeneralMeetingService@euroclear.com or by mail to Boliden AB, ”EGM”, c/o Euroclear Sweden AB, P.O. Box 191, SE-101 23, Stockholm, Sweden, well in advance of the day of the Extraordinary General Meeting.
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 Friday, January 17, 2025. The completed postal voting form can be sent by e-mail to GeneralMeetingService@euroclear.com or by mail to Boliden AB, “EGM”, 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://anmalan.vpc.se/EuroclearProxy. Such electronic votes must be submitted no later than Friday, January 17, 2025. 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. In order to receive the form for postal voting by mail, please contact Euroclear Sweden at telephone +46 8 402 91 75, Monday to Friday between 09.00 a.m. and 4.00 p.m.
Proposed Agenda
- Opening of the Extraordinary General Meeting
- Election of the Chairman of the Meeting
- Preparation and approval of the voting list
- Approval of the agenda
- Election of two persons to verify the minutes together with the Chairman
- Determination whether the Meeting has been duly convened
- Resolution on authorisation for the Board of Directors to resolve on new share issues
- Closing of the Extraordinary General Meeting
Election of the Chairman of the Meeting (item 2)
The Board of Directors 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 Extraordinary General Meeting’s register of shareholders, shareholders having given notice of participation and being present at the meeting venue, and postal votes received.
Resolution on authorisation for the Board of Directors to resolve on new share issues (item 7)
The Board of Directors of Boliden proposes that the Extraordinary General Meeting authorizes the Board of Directors to, on one or more occasions during the period up to the Annual General Meeting 2025, resolve on a new issue of shares with or without preferential rights for the company’s shareholders. If a share issue is carried out without preferential rights for the company’s shareholders, the total number of shares that may be issued may not exceed the number of shares which corresponds to 15 percent of the number of shares as of the date of the Extraordinary General Meeting. The purpose of a share issue shall be to raise proceeds to achieve an efficient capital structure and refinance approximately half of the bridge loan secured to finance the acquisition of Neves-Corvo and Zinkgruvan.
The President and CEO is authorised to make such minor adjustments to this resolution that may be necessary in connection with the registration.
Majority requirements
A resolution in accordance with the proposal in item 7 above shall only be valid where supported by not less than two-thirds of both votes cast and the shares represented at the meeting.
Shares and Votes
The company’s share capital amounts to SEK 578,914,338 distributed among 273,511,169 shares and votes. The company holds 40,000 own shares.
Further Information
Relevant documents pursuant to the Swedish Companies Act are available on www.boliden.com and at the company’s head office, Klarabergsviadukten 90 in Stockholm, Sweden, as of Thursday, January 2, 2025. 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 an item on the agenda.
Processing of personal data
For information on how personal data is processed in connection with the Extraordinary General Meeting, see https://www.euroclear.com/dam/ESw/Legal/Privacy-notice-bolagsstammor-engelska.pdf.
Stockholm, December 2024
Boliden AB (publ)
The Board of Directors
For further information, please contact:
Klas Nilsson
Director Group Communications
+46 70-453 65 88
klas.nilsson@boliden.com
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 80 billion. The share is listed in the Large Cap segment of NASDAQ OMX Stockholm.
www.boliden.com
