Annual General Meeting of Boliden AB (publ)

  Annual General Meeting of Boliden AB (publ)

Business Wire

BOLIDEN, Sweden -- April 3, 2014

Regulatory News:

The shareholders of Boliden AB (publ)(STO:BOL)(TSX:BLS) are summoned to the
Annual General Meeting to be held on Tuesday, May 6, 2014 at 12.30 (CET). The
Annual General Meeting will be held at Folkets Hus in Boliden. The
registration and exhibition will open at 11.00 a.m. (CET) and a light lunch
will be served from the same time.

Participation

Shareholders who wish to participate in the Annual General Meeting

must be registered in the company’s share register maintained by Euroclear
Sweden AB on Tuesday, April 29, 2014 (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 32 94
29 or by mail to Boliden AB, c/o Computershare AB, Box 610, 182 16 Danderyd,
Sweden. Notice of participation must be given no later than Tuesday, April 29,
2014.

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. The information provided will be processed
and used only for the purpose of the Annual General Meeting.

Nominee Shares

Shareholders whose shares are nominee registered must no later than on
Tuesday, April 29, 2014, temporarily be entered into the share register kept
by Euroclear Sweden AB in their own name in order to be entitled to
participate in the Annual General Meeting. A request for such re-registration
must be submitted to the nominee well in advance of said date.

Proxy

Shareholders represented by proxy must issue a power of attorney. Form of
proxy is available on the company’s website www.boliden.com. A power of
attorney issued by a legal person must be accompanied by a certified copy of
the legal person’s certificate of registration. A power of attorney is valid
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. The
certificate of registration shall evidence the circumstances on the date of
the Annual General Meeting and should not be older than one year at the time
of the Annual General Meeting.

In order to facilitate the registration at the Annual General Meeting, powers
of attorney in original, certificates of registration and other documents of
authority should be sent to Boliden AB, c/o Computershare AB, Box 610, 182 16
Danderyd, well in advance of the day of the Annual General Meeting.

Entrance Card

The notice of participation will be confirmed by an entrance card, which shall
be presented in connection with the registration at the Annual General
Meeting.

Proposed Agenda1. Opening of the Annual General Meeting

1. Opening of the Annual General Meeting

2. Election of the Chairman of the Meeting

3. Preparation and approval of the voting register

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 report and auditors’ report as well as the
consolidated financial statements and auditors’ report for the Group

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 2013

11. Resolutions regarding adoption of the income statement and balance sheet
as well as the consolidated income statement and consolidated balance sheet

12. Resolution regarding appropriation of the company’s profit in accordance
with the adopted balance sheet and determination of the record day for the
right to receive dividend

13. Resolution regarding discharge from liability of the members of the Board
of

Directors and the President

14. Report on the work of the Nomination Committee

15. Resolution on the number of Board members and auditors to be appointed by
the

16. Resolution on fees for the Board of Directors

17. Election of the Members and Chairman of the Board of Directors

18. Resolution on fees for the auditor

19. Resolution on the appointment of auditor

20. Resolution regarding guidelines for compensation for the Group Management

21. Election of members of the Nomination Committee

22. Questions

23. Closing of the Annual General Meeting

Nomination Committee

The Nomination Committee has consisted of Jan Andersson (Swedbank Robur
fonder), Chairman of the Nomination Committee, Hans Ek (SEB Investment
Management), Lars-Erik Forsgårdh, Frank Larsson (Handelsbanken Fonder), Anders
Oscarsson (AMF) and Anders Ullberg (Chairman of the Board of Directors).

Election of Chairman (item 2)

The Nomination Committee proposes that Anders Ullberg be elected Chairman of
the meeting.

The Board of Directors’ proposals for resolution on the appropriation of the
profit according to 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 1,75
(4,00) per share and that Friday, May 9, 2014 shall be the record date for the
right to receive dividends. Provided the Annual General Meeting resolves in
accordance with the proposal, the dividend is expected to be distributed
through Euroclear Sweden AB on Wednesday, May 14, 2014.

Resolution on the number of Directors and auditors appointed by the Annual
General Meeting (item 15)

The Nomination Committee proposes the appointment of eight Board members and
one registered accounting firm as auditor.

Resolution regarding remuneration to the Board of Directors (item 16)

The Nomination Committee has proposed that the Chairman of the Board shall be
with a fee of SEK 1 200 000 (1 075 000) and that each of the other Directors
elected by the Annual General Meeting not employed by the company, shall be
remunerated a fee of SEK 460 000 (430 000). Furthermore, it is proposed that
unchanged fees shall be paid to the Audit Committee, with SEK 150 000 to the
Chairman of the Audit Committee and SEK 75 000 to each of its members and that
unchanged fees of SEK 50 000 shall be paid to each of the members of the
Remuneration Committee.

In connection with the Nomination Committee’s proposal for fees to the Board
members, the Board of Directors proposes, provided that it is cost-neutral for
Boliden and after a written agreement between Boliden and a Swedish limited
liability company wholly-owned by a Board member, that board fees may be
invoiced by the company wholly-owned by the Board member. In such case, the
invoiced fee shall be increased with an amount corresponding to social
security payments pursuant to law and value added tax pursuant to law.

Election of Board of Directors and Chairman of the Board (item 17)

The Nomination Committee proposes re-election of Board members Marie Berglund,
Staffan Bohman, Tom Erixon, Lennart Evrell, Ulla Litzén, Michael G:son Löw,
Leif Rönnbäck and Anders Ullberg. The Nomination Committee also proposes
re-election of Anders Ullberg as Chairman of the Board of Directors.

Resolution on the remuneration to the auditor (item 18)

The Nomination Committee proposes that the auditor's fees shall be paid in
accordance with approved invoices.

Election of auditor (item 19)

The Nomination Committee proposes re-election of Ernst & Young as auditor for
the period until the next Annual General Meeting.

Decision regarding guidelines for compensation to Group Management (item 20)

The Group Management consists of the President and four senior executives. The
Board of Directors proposes the following guidelines for compensation etc.
(unchanged from the previous year):

Compensation to senior executives shall comprise of fixed salary, variable
compensation, if any, other benefits and pension. The total compensation shall
be on market terms and shall be competitive. The fixed salary shall be related
to the responsibilities and authority of the senior executive in question. The
variable compensation shall not exceed 60 percent for the President of the
fixed salary and 40 or 50 percent for other senior executives and shall be
based on results achieved compared with established goals. A termination
notice period of 6 to 12 months is normally applied in the event of notice of
termination of employment by the company, and of 3 to 6 months in the event of
notice of termination by the individual. Severance compensation, if any,
should not exceed 18 months salaries and can only be payable in the event the
termination is initiated by the company. In no event can the individual
receive a total compensation (notice period and severance payment) exceeding
24 months salaries. Pension benefits shall be defined contribution. The
retirement age is 65. The variable compensation shall not be included in the
basis for calculation of pension.

The Remuneration Committee submits proposals to the Board of Directors
regarding compensation etc. of the President. Furthermore, the Remuneration
Committee prepares the principles for compensation to the Group Management and
approves, on proposal from the President, compensation etc. to the Group
Management.

Election of members to the Nomination Committee (item 21)

The Nomination Committee proposes that Hans Ek (SEB Investment Management),
Lars-Erik Forsgårdh, Frank Larsson (Handelsbanken Fonder), Anders Oscarsson
(AMF) and Anders Ullberg (Chairman of the Board of Directors) are appointed as
new Nomination Committee members.

Shares and Votes

Boliden’s share capital amounts to SEK 578 914 338 distributed among 273 511
169 shares and votes. The company holds no own shares.

Further Information

Information regarding the proposed Board members and the Nomination
Committee’s motivated statement are available on the company’s website at
www.boliden.com.

The annual report and the auditor’s report together with the auditor´s
statement on compliance with the guidelines on compensation to Group
Management, and The Board of Director´s proposed allocation of profits and
statement in accordance with chapter 18, section 4 of the Swedish Companies
Act will be available on www.boliden.com and at the company’s head office,
Klarabergsviadukten 90 in Stockholm, Sweden, as of Tuesday April 15, 2014. The
documents may also be ordered from the company.

Shareholders’ right to information

The Board of Directors and the President may, if requested by a shareholder
and if the Board deems it to be without material harm to the company, provide
information regarding circumstances that may influence the assessment of
either an agenda item, 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 may submit these in advance to Boliden AB, c/o Computershare AB, Box
610, 182 16 Danderyd, Sweden or via e-mail to: arsstamma@boliden.com

Stockholm, April 2014

Boliden AB (publ)

The Board of Directors

Boliden is a metals company with a commitment to sustainable development. Our
roots are Nordic, but our business is global. The company’s core competence is
within the fields of exploration, mining, smelting and metals recycling.
Boliden has a total of approximately 4,800 employees and a turnover of SEK 34
billion. Its shares is listed on NASDAQ OMX Stockholm, segment Large Cap.

www.boliden.com

http://mb.cision.com/Main/997/9562829/228552.pdf

This information was brought to you by Cision http://news.cision.com

Contact:

Boliden AB (publ)
Marcela Sylvander, Director Group Communications
+46 (0)8 610 15 00
 
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