Votorantim sells Nexa Resources stake to Boliden

Luxembourg, Luxembourg--(Newsfile Corp. - August 27, 2026) - Nexa Resources S.A. (NYSE: NEXA) ("Nexa" or the "Company") announces that Votorantim S.A. ("Votorantim" or "VSA") has entered into a definitive agreement with Boliden AB ("Boliden") for the sale of its controlling stake in Nexa. Upon completion, and subject to the applicable corporate and regulatory approvals, control of the Company will be transferred to Boliden.

Under the terms of the agreement, Votorantim will transfer its Nexa shares to Boliden through a share-for-share exchange, receiving 0.250 newly issued Boliden common shares for each Nexa common share. Upon completion, Boliden is expected to hold 64.68% of Nexa's total shares and voting rights, becoming the Company's controlling shareholder, and Votorantim is expected to hold approximately 7% of Boliden's total shares and voting rights. Votorantim will have the right to propose one representative for election to Boliden's Board of Directors, subject to the terms of the transaction agreement and receipt of the required Swedish Foreign Direct Investment approval.

Completion of the transaction is expected to occur during the first quarter of 2027, subject to the satisfaction of customary conditions precedent, including approval by Boliden's shareholders, approval by Nexa's shareholders of a new Board of Directors, and receipt of regulatory approvals.

Concurrently with the signing of the transaction agreement between Votorantim and Boliden, Nexa entered into separate agreements with Boliden, pursuant to which (i) Boliden agreed to, subject to the closing of the transaction with VSA, commence a voluntary tender offer ("VTO") to purchase for cash all remaining Nexa shares held by minority shareholders within thirty (30) days of closing, at a price per share determined by reference to the same 0.250 exchange ratio and the volume weighted average trading price of Boliden's shares on Nasdaq Stockholm over the twenty (20) consecutive trading days prior to the closing of the Votorantim transaction; and (ii) Nexa agreed to cooperate with the completion of the transaction and granted Boliden certain governance and registration rights effective upon closing. In addition, Boliden has agreed that, subject to certain exceptions, for a period of three years following closing, any additional acquisitions of Nexa shares, or the facilitation of a change of control transaction involving Nexa, will require the consent of an independent and disinterested committee of Nexa's Board of Directors.

Following completion of the transaction, Boliden will also commence mandatory tender offers ("MTO") for the remaining shares of certain of Nexa's subsidiaries listed in Peru, as required under applicable Peruvian regulations. The price offered in the MTO will be determined in accordance with applicable Peruvian regulations. Boliden expects these offers to commence within six months of closing.

Also following the closing of the transaction, Nexa will continue to exist as a separate legal entity organized under the laws of Luxembourg, is expected to remain listed on the New York Stock Exchange, and to continue to report under the U.S. Securities Exchange Act of 1934. Boliden has indicated that it will exercise its control over Nexa through Nexa's Board of Directors, which following closing is currently expected to comprise seven directors, four of whom would be affiliated with Boliden, and expects Nexa's existing management team to remain in place. Boliden has indicated that Nexa will be operated and reported as a separate business.