Boliden AB (publ)

Prospectus for the admission to trading on NASDAQ OMX Stockholm of

up to SEK 1,000,000,000 senior unsecured floating rate notes 2014/2020 guaranteed by Boliden Mineral AB

ISIN: SE0005878287

Joint Lead Managers

LEGAL#10750927v14

Important information Words and expressions defined in the terms and conditions beginning on page 25 (the “Terms and Conditions”) have the same meanings when used in this prospectus (the “Prospectus”), unless expressly stated or the context requires otherwise. In this Prospectus, the “Issuer” or “Boliden” means Boliden AB (publ) or, depending on the context, the group in which Boliden AB (publ) presently is a parent company. The “Guarantor” or “Boliden Mineral” means Boliden Mineral AB (publ). The “Group” means the Issuer with all its Subsidiaries (including Boliden Mineral) from time to time (each a “Group Company”). The “Joint Lead Managers” means Nordea Bank AB (publ) and Swedbank AB (publ). The “CSD” or “Euroclear” means Euroclear Sweden AB. “SEK” refers to Swedish kronor and “EUR” means the single currency of the participating member states in accordance with the legislation of the European Community relating to Economic and Monetary Union. Notice to investors On 9 April 2014 (the “First Issue Date”) the Issuer issued a note loan in the amount of SEK 500,000,000. The nominal amount of each initial note is SEK 1,000,000 (the “Nominal Amount”) (the “Initial Notes”). The payment obligations under the Notes are guaranteed by Boliden Mineral. The Issuer may at one or several occasions issue subsequent notes (the “Subsequent Notes” and together with the Initial Notes, the “Notes”). The maximum nominal amount of the Notes may not exceed SEK 1,000,000,000 unless a consent from the Noteholders is obtained pursuant to the Terms and Conditions. This Prospectus has been prepared for the listing of the loan constituted by the Notes on a Regulated Market. This Prospectus does not contain and does not constitute an offer or a solicitation to buy or sell Notes. This Prospectus has been approved and registered by the Swedish Financial Supervisory Authority (Finansinspektionen) (the “SFSA”) pursuant to the provisions of Chapter 2, Sections 25 and 26 of the Swedish Financial Instruments Trading Act (lagen (1991:980) om handel med finansiella instrument) (the “Trading Act”). Approval and registration by the SFSA does not imply that the SFSA guarantees that the information provided in the Prospectus is correct and complete. This Prospectus is governed by Swedish law. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with this Prospectus. This Prospectus may not be distributed in any jurisdiction where such distribution would require any additional prospectus, registration or measures other than those required under Swedish law, or otherwise would conflict with regulations in such jurisdiction. Persons into whose possession this Prospectus may come are required to inform themselves about, and comply with such restrictions. Any failure to comply with such restrictions may result in a violation of applicable securities regulations. The Notes have not been, and will not be, registered under the United States Securities Act of 1933 (the “Securities Act”) or the securities laws of any state or other jurisdiction outside Sweden. Subject to certain exemptions, the Notes may not be offered, sold or delivered within the United States or to, or for the account or benefit of, U.S. persons. No person has been authorised to provide any information or make any statements other than those contained in this Prospectus. Should such information or statements nevertheless be furnished, it/they must not be relied upon as having been authorised or approved by the Issuer and the Issuer assumes no responsibility for such information or statements. Neither the publication of this Prospectus nor the offering, sale or delivery of any Note implies that the information in this Prospectus is correct and current as at any date other than the date of this Prospectus or that there have not been any changes in the Issuer’s or the Group’s business since the date of this Prospectus. If the information in this Prospectus becomes subject to any material change, such material change will be made public in accordance with the provisions governing the publication of supplements to prospectuses in the Trading Act. Each potential investor in the Notes must in light of its own circumstances determine the suitability of the investment. In particular, each potential investor should: (a) have sufficient knowledge and experience to make a meaningful evaluation of the Notes, the merits and risks of investing in the Notes and the information contained or incorporated by reference in this Prospectus or any applicable supplement; (b) have access to, and knowledge of, appropriate analytical tools to evaluate, in the context of its particular financial situation, an investment in the Notes and the impact the Notes will have on its overall investment portfolio; (c) have sufficient financial resources and liquidity to bear all of the risks of an investment in the Notes, including Notes where the currency for principal or interest payments is different from the potential investor‘s currency; (d) understand thoroughly the terms of the Notes and be familiar with the behaviour of any relevant indices and financial markets; and (e) be able to evaluate (either alone or with the help of a financial adviser) possible scenarios for economic, interest rate and other factors that may affect its investment and its ability to bear the applicable risks. The Prospectus may contain market data, including information related to the sizes of the markets in which the Group participates. The information has been extracted from a number of sources. Although the Issuer regards these sources as reliable, the information contained in them has not been independently verified and therefore it cannot be guaranteed that this information is accurate and complete. However, as far as the Issuer is aware and can assure by comparison with other information made public by these sources, no information has been omitted in such a way as to render the information reproduced incorrect or misleading. In addition to the

above, certain data in the Prospectus is also derived from estimates made by the Issuer.

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Table of contents

Risk Factors ...... 1 Description of the Notes and the use of proceeds ...... 8 Business description and structure ...... 13 The Issuer ...... 16 The Guarantor ...... 20 Legal considerations and supplementary information ...... 22 Terms and Conditions ...... 25 Guarantee ...... 42 Addresses ...... 43

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RISK FACTORS Investments in corporate bonds always entail a certain degree of risk, including the risk of losing the value of the entire investment. A number of factors affect and may come to affect Boliden’s operations, result, financial position and the Notes. In this section a number of risk factors are described, both general risks attributable to Boliden’s operations and main risks linked to the Notes in their capacity as financial instruments. The intention is to describe risks that are linked to Boliden’s operations and thus also Boliden’s ability to fulfil its obligations in accordance with the Terms and Conditions. Before deciding to acquire the Notes, any potential investors should carefully consider the risk factors outlined below, as well as any other information provided in this Prospectus. In addition, an investor must, alone or together with its financial and other types of advisers, engage in a general evaluation of external facts, other information provided in this Prospectus and general information about the mining and smelting industries and commodities markets from its own perspective. An investor should have adequate knowledge to evaluate the risk factors as well as sufficient financial strength to bear these risks. The below summary of risk factors does not claim to be complete, nor are the risks ranked in order of importance. Additional risk factors which are currently unknown or which are currently not deemed to be material may also affect Boliden’s future operations, result and financial position and thus also Boliden’s ability to fulfil its obligations in accordance with the Terms and Conditions.

Risks relating to Boliden and the Group Market and commercial risks Commodity prices A significant portion of the Group’s income comes from the sale of metals and its profits are thus directly linked to the price of these metals. The prices of metals are volatile and cyclical and may fluctuate widely. Metal price volatility is caused by numerous factors beyond the Group’s control and thus cannot be predicted by the Group. The Group is therefore exposed to commodity risk. The Group is not, nor is it currently contemplating, hedging all commodity risk that might arise from its operations (including, but not limited to, maintenance of stock inventories required for optimal smelting processes). Therefore, in respect of its exposure to any commodity risk which is (i) hedged but such hedging transpires to be imperfect or insufficient and (ii) not hedged, if the market prices of metal produced by the Group fall below the Group’s total production costs (including, but not limited to, the cost of externally purchasing raw materials), and remain at this level for any sustained period, the Group may incur losses and this may adversely impact the Group’s operations, financial position and results.

Macro-economics The Group is affected by international, national and regional economic conditions. Economic downturns and uncertainty in the international financial markets have an adverse effect on the global economy. Market turbulence and further downturns in the global economy could affect the financial position of customers and suppliers and potentially impact their ability to conduct business with the Group. In particular, smelting industries are sensitive to impacts on supply and demand in the metal concentrates market as it is a key determining factor in treatment and refining charges which make up a large part of smelters’ gross profit. Deterioration in the global economy or decreases in demand for the Group’s products may adversely impact the Group’s operations, financial position and results.

Customers The Group generates a significant portion of its revenue from sales to industrial customers. In particular, significant reliance is placed on a small number of large copper customers. Contracts with industrial customers are normally negotiated on an annual basis and therefore there is a risk that on, expiration, existing contracts will

not be renewed resulting in either (i) increased sales via the London Metal Exchange (LME) at the daily spot rate

which could be less than rates agreed with industrial customers or (ii) the need to enter into replacement contracts with new customers who may be located further away, thus giving rise to increased transportation costs. Accordingly, decrease in sales to industrial customers, particularly existing industrial customers, may

adversely impact the Group’s operations, financial position and results. LEGAL#10750927v14 LEGAL#10750927v14 Raw material supplies The Group is a significant global player in its role as a purchaser of mined concentrate and uses external suppliers to supplement its own production out-take so as to enable smelters to produce at high levels of capacity

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utilisation and ensure consistent quality. The Group is exposed to both price and supply risk with respect to raw materials sourced from the global concentrates market. Failure by external suppliers to supply the mined concentrate in the amounts required or with the concentrate grades that make up the most efficient mix for the Group’s smelters or on reasonable terms may require the Group to source alternative supplies or amend production resulting in lower output volumes and which may each in turn adversely impact the Group’s operations, financial position and results.

Inflation and operating costs As the Group cannot always control the price at which the commodities it produces are sold, particularly when sold via the LME, the Group may be unable to pass through increases in operating and production costs to its customers. There is a risk that higher future inflation in the countries in which the Group operates may increase future operating and production costs without a corresponding increase in the price of the commodities that it produces, or a concurrent depreciation of the local currency against the sales currency, if different. Moreover, as energy costs constitute a significant part of the Group’s total production costs the Group is exposed to the risk of reduced profitability if the cost of energy increases significantly. Accordingly, increases in operating and production costs (including, but not limited to, energy costs) may adversely impact the Group’s operations, financial position and results.

Competition The commodities industry is characterised by strong competition. The Group competes with other mining and smelting companies, many of whom have greater financial resources, and such companies may also expand and diversify their commodity sourcing, processing or marketing operations or engage in pricing or other financial or operational practices that could increase competitive pressure on the Group across each of its business segments (including, but not limited to, the search for and acquisition of mineral rich property). Increased competition may result in reduced exploration opportunities and results and in loss of market share and may thus adversely impact the Group’s operations, financial position and results.

Operational risks Operating risks, hazards and accidents The Group’s business is subject to numerous operating risks and hazards normally associated with the mining and smelting industries, many of which are beyond the Group’s control. Accidents or hazardous incidents causing personal injury or death or property or environmental damage at any of the Group’s mines, smelters, concentrators, waste facilities or related facilities or surrounding areas may also occur. The realisation of operating risks and hazards and the costs associated with them (including capital and operating expenditures to abate the risk or hazard, restore own or third party property, compensate third parties for loss and/or pay fines or damages) or the occurrence of accidents could adversely impact the Group’s operations, financial position and results.

Environmental impact The Group’s operations have an environmental impact through the emission of green-house gases and the discharge of metals, nitrogen and other contaminants into air, water and land/soil. Non-compliance with environmental related limits and quotas, the implementation of operational changes aimed at reducing the Group’s environmental impact and participation in emissions trading systems may adversely impact the Group’s operations, financial position and results.

Infrastructure The mining, processing and exploration activities of the Group depend on adequate infrastructure. Water and electricity supply, as well as reliable roads and other transport infrastructure and services are essential for the conduct of the Group’s operations (including the transportation of raw materials, assets and commodities

between the mine, the smelter, own and external, and the end-user) and the availability and cost of this

infrastructure affects capital and operating costs. Interference with this infrastructure may adversely impact the Group’s operations, financial position and results.

Technical failures

Production at the Group’s mines, smelters, concentrators, waste facilities or related facilities comprises LEGAL#10750927v14 LEGAL#10750927v14 continuous processes which can be vulnerable to technical problems and failures (including, but not limited to, failures in production related information technology systems) resulting in costly unplanned interruptions and

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stoppages. Such unplanned stoppages may adversely impact the Group’s operations, financial position and results.

Employees The conditions for the Group to recruit, develop, retain and replace appropriately skilled employees are affected by global competition for relevant and skilled labour as well as the current employee age distribution across the Group. Failure to beat such competition or to meet the challenges related to a predominantly senior workforce could impact the Group’s ability to run the operations effectively which may adversely impact the Group’s operations, financial position and results. Many of the Group’s employees are represented by trade union organisations under various collective labour agreements. The Group may not be able to satisfactorily renegotiate its collective labour agreements when they expire and may face tougher negotiation or higher wage demands. In addition, existing labour agreements may not prevent a strike or work stoppage at its facilities in the future. A failure to renegotiate labour agreements on reasonable terms and a failure to maintain positive employee relations could adversely impact the Group’s operations, financial position and results.

Local relationships In order to continue or expand its operations, the Group may need from time to time access to new land for production facilities, waste facilities or for infrastructure or other activities. Such required access to land could sometimes conflict with competing interests (such as conservation interests, the interests of indigenous people and competing exploitation interests) and may sometimes not be obtainable on reasonable terms. Failure to procure necessary access to land could adversely impact the Group’s operations, financial position and results. The Group’s operations can also have an impact on local communities, including the need, from time to time, to relocate communities or infrastructure such as railways and utility services. Failure to manage relationships with local communities, government and non-governmental organisations may adversely impact the Group’s operations, financial position and results.

Mineral resources and reserves The Group’s mineral resources and ore reserves estimates are subject to a number of assumptions such as the price of commodities, production costs and recovery rates, extraction levels and other geological aspects. Fluctuations in the variables underlying the Group’s estimates may result in changes to the Group’s mineral resources and ore reserves. Accordingly if the Group’s mineral reserves and resources are less than currently estimated then this may adversely impact the Group’s operations, financial position and results.

Exploration risk Exploration and development programs are by their nature costly, speculative, and often unproductive but are necessary for the Group’s business. Failure to discover (or acquire) new reserves, to maintain the Group’s existing mineral rights, to enhance existing reserves or to extract resources from such reserves may adversely impact the Group’s operations, financial position and results.

Financial risks Capital Expenditure The mining and smelting business is capital intensive. Specifically, the exploration and exploitation of reserves, operational costs, maintenance of machinery and equipment and compliance with laws and regulations requires substantial capital expenditure. Failure to maintain production levels, generate sufficient cash flow or maintain access to financing alternatives may impact on the amounts of capital available for necessary expenditure and this, in turn, may adversely impact the Group’s operations, financial position and results.

Refinancing and liquidity risk

The Group is exposed to liquidity risk arising from the need to finance its on-going operations, growth and working capital requirements and refinancing risks arise when financial indebtedness is to be refinanced but payment obligations cannot be met as a result of insufficient liquidity. The Group’s ability to meet its future capital needs is highly dependent on the successful operations of the Group and the availability of capital which

in turn depends on factors such as market conditions, general credit availability within the financial markets, and LEGAL#10750927v14 LEGAL#10750927v14 its credit capacity. If access to capital which is required to operate its business or to refinance the Group’s financial liabilities were to become limited it may adversely impact the Group’s operations, financial position and results.

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Credit and Counterparty risk The Group is exposed to credit risk on its customers and counterparties to financial contracts and failure by those counterparties to meet their obligations owed to the Group may result in the Group suffering a financial loss which could adversely impact the Group’s operations, financial position and results.

Currency risk The Group’s accounts are consolidated in SEK but certain operating costs and income are denominated in other currencies. The Group is therefore exposed to currency risk if unfavourable fluctuations in currency exchange rates between SEK and the relevant currencies were to occur resulting in a negative impact on cash flows, income statements and/or balance sheet of the Group. The Group is not, nor is it currently contemplating, hedging all currency risk that might arise from its operational cash flows in foreign currencies. Therefore, in respect of its exposure to any currency risk which is (i) hedged but such hedging transpires to be imperfect or insufficient and (ii) not hedged, unfavourable fluctuations in relevant foreign currencies may adversely impact the Group’s operations, financial position and results.

Interest rate risk Interest charged on the Group’s borrowings may be subject to changes in the market rates of interest and any increase in such interest rates will increase the Group’s interest payments and may adversely impact on the Group’s operations, financial position and results.

Financial reporting In preparing financial statements of the Group, the Group’s management may be obliged to make certain judgements and estimates that can have an impact on the Group’s financial statements. Failure to use accurate assumptions in calculations for such estimates could adversely impact the Group’s financial position and results.

Reclamations The Group’s operations, such as mining and smelting, often result in a need to reclaim areas which have been disturbed, polluted or otherwise affected. Provisions for reclamation costs are made in the Group’s financial reporting on the basis of an assessment of future costs. New or altered requirements in relation to reclamation, such as stricter environmental requirements, may result in significantly increased reclamation costs. The Group may also be exposed to the risk of unknown reclamation liabilities in relation to past or current operations. Increased reclamation costs or liabilities may adversely impact the Group’s operations, financial position and results.

Legal risks Disputes and legal proceedings The Group is engaged in extensive national and international operations and is, from time to time, involved in disputes and legal proceedings that arise in the course of its business and operations. Claims against the Group or the Group’s active involvement in any legal proceedings against a third party could result in the Group being forced to spend considerable sums and resources and this may adversely impact the Group’s operations, financial position and results.

Legislation, regulation and authorisations The Group’s activities are subject to extensive laws and regulations, both general and industry-specific, including, most notably environmental, property, labour and occupational health and safety standards and tax laws, in each of the geographical markets in which it operates. Compliance with such laws and regulations could require the Group to expend considerable sums and resources and this could adversely impact the Group’s operations, financial position and results.

In addition to the above, the enactment of new laws and regulations and changes to existing laws and regulations

which impact on the Group and its business activities and operations may result in a risk of reduced revenues and/or increased costs which in turn may adversely impact the Group’s operations, financial position and results. Under existing applicable laws and regulations, the Group is generally required to seek governmental licences, permits, authorisations, concessions and other approvals in connection with its activities. There is a risk that

necessary governmental permits will not be awarded to the Group or renewed at the relevant time or on LEGAL#10750927v14 LEGAL#10750927v14 reasonable terms. Failure to obtain or renew such necessary authorisations could result in the Group being unable

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to continue certain operations which, in turn, may adversely impact the Group’s operations, financial position and results.

Political risk The Group operates and owns assets in several geographic regions and countries and, as a result, is exposed to a wide range of political, regulatory and tax environments. These environments are subject to change including changes to government policies and regulations governing industrial production, foreign investors, the environment, health and safety and tax. Such changes in the political landscape or policies may adversely impact the Group’s operations, financial position and results.

Insurance The Group has a broad insurance programme in place which provides coverage for operations at a level believed to be consistent with industry practice and appropriate for the risks associated therewith. Some insurance against long-term environmental risks are not generally available to the Group or other companies in its industry. Insurance protection that is available is maintained with leading international insurance providers. Although the Group’s insurance is intended to cover the majority of the risks to which the Group is exposed, there is a risk that it will not account for every potential risk associated with the Group’s insurable operations. Some of the Group’s coverage also includes high deductibles and limitations in maximum amounts payable thereunder. Accordingly, if the Group is unable to maintain the insurance cover on terms acceptable to it or if future requirements exceed or fall outside the Group’s insurance cover or if the Group’s provisions for uninsured costs are insufficient to cover the final costs or an event occurs which is not fully or partially covered by insurance then it may adversely impact the Group’s operations, financial position and results.

Reputational Risk The Group regularly contracts with a range of industrial customers and suppliers; some of whom may not conduct their business operations to the same ethical, environmental and quality based and sustainability standards as the Group. Failure by the Group’s commercial counterparties to operate at a sufficiently high standard in these regards may adversely affect the Group’s reputation by association and prejudice the forging of future business relationships which, in turn, may adversely impact the Group’s operations, financial position and results.

Risks relating to the Notes Credit risk If the Issuer’s or the Guarantor’s financial position deteriorates it is likely that the credit risk associated with the Notes will increase, given that there would be an increased risk that the Issuer cannot fulfil its obligations under the Terms and Conditions or the Guarantor cannot fulfil its obligations under the Guarantee respectively. The Issuer’s and the Guarantor’s financial position are each affected by numerous risk factors, some of which have been outlined above. Any increase in credit risk of either the Issuer or the Guarantor could result in the market pricing the Notes with a higher risk premium, which could adversely affect the value of the Notes.

Certain material interests The Joint Lead Managers have engaged in, and may in the future engage in, investment banking and/or commercial banking or other services for the Group in the ordinary course of business. In particular, it should be noted that the Joint Lead Managers may be the lenders under certain credit facilities with a member of the Group as borrower. Therefore, conflicts of interest may exist or may arise as a result of the Joint Lead Managers having previously engaged, or will in the future engage, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests.

Exchange rate risks and exchange controls

The Issuer will pay principal and interest on the Notes, and the Guarantor will make any payments under the Guarantee, in Swedish Kronor. This presents certain risks relating to currency conversions if a Noteholder’s financial activities are denominated principally in a currency or currency unit other than Swedish Kronor (the “Noteholder’s Currency”). Accordingly, a Noteholder is exposed to exchange rate risk if relevant exchange

rates fluctuate significantly (including, but not limited to, fluctuations due to a devaluation of the Swedish LEGAL#10750927v14 LEGAL#10750927v14 Kronor or a revaluation of the Noteholder’s Currency) or authorities with jurisdiction over the Noteholder’s Currency impose or modify relevant exchange controls (if any). An appreciation in the value of the Noteholder’s Currency relative to the Swedish Kronor would decrease:

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 the Noteholder’s Currency-equivalent yield on the Notes;  the Noteholder’s Currency-equivalent value of the principal payable on the Notes; and  the Noteholder’s Currency-equivalent market value of the Notes.

Noteholders’ meeting The Terms and Conditions include certain provisions allowing the Noteholders to vote on matters relating to the Noteholders’ interests. Pursuant to these provisions, certain majorities of Noteholders have the right to make decisions and take measures that bind all Noteholders, including those who choose to abstain from voting or who vote in a manner contrary to the majority. Consequently, the actions of the majority in such matters could impact the Noteholders’ rights under the Finance Documents in a manner that would be undesirable for some of the Noteholders.

There has been no active trading market for the Notes Although the Issuer shall use its best efforts to ensure that the Notes are listed on a Regulated Market, there can be no assurance that such application will be accepted or that the Notes will be so admitted. Prior to any admission to trading, there has been no public market for the Notes. There can be no assurance that an active trading market for the Notes will develop or, if developed, will be sustained. The Nominal Amount may not be indicative of the market price for the Notes. Furthermore, following a listing of the Notes, the liquidity and trading price of the Notes may be subject to fluctuations in response to many factors, including those referred to in this section, as well as to market fluctuations and general economic conditions that may adversely affect the liquidity and price of the Notes, regardless of the actual performance of the Issuer, the Guarantor or any other member of the Group. In addition, transaction costs in any secondary market may be high. Therefore, Noteholders may not be able to sell their Notes easily or at prices that will provide them with a yield comparable to similar investments that have a developed secondary market. Accordingly, the purchase of Notes is suitable only for investors who can bear the risks associated with a lack of liquidity in the Notes and the financial and other risks associated with an investment in the Notes. Investors must be prepared to hold the Notes until maturity.

Clearing and settlement in Euroclear’s account-based system The Notes are affiliated to and will continue to be affiliated to a central securities depository of notes, currently Euroclear’s account-based system. Clearing and settlement relating to the Notes and, in the majority of cases, the payment of interest and repayment of principal amounts, will be performed within Euroclear’s account-based system. The investors are therefore dependent on the functionality of Euroclear’s account-based system.

Relationship with the Issuer All notices and payments to be delivered to the Noteholders will be distributed by the Issuer to such Noteholders in accordance with the Terms and Conditions. In the event that a Noteholder does not receive such notices or payments, its rights may be prejudiced but it may not have a direct claim against the Issuer therefor.

Change of law The Notes are subject to Swedish and applicable European laws and administrative practice in effect as at the date of this Prospectus. No assurance can be given as to the impact of any possible judicial decision, change to Swedish or European law or administrative practice after the date of this Prospectus, nor can any assurance be given as to whether any such change could adversely impact the ability of the Issuer to make payments under the Notes.

Dependence on subsidiaries The Issuer holds no significant assets other than the shares in its direct Subsidiaries and receivables against other

Group companies and as such the Issuer is dependent on the ability of its Subsidiaries (including, but not limited

to, the Guarantor) to make payments to it so as to enable it to make payments under the Notes. The Issuer’s Subsidiaries are legally separate and distinct from the Issuer and have no obligation to make payments to the Issuer of any surpluses generated from their respective businesses. The ability of such Subsidiaries to make payments to the Issuer is restricted by, among other things, the availability of funds,

corporate restrictions and local law.

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Subordinated rights The Notes represent an unsecured obligation of the Issuer and will rank pari passu with all other unsecured and unsubordinated obligations of the Issuer. This means that in the event of the Issuer’s liquidation, company reorganisation or bankruptcy the Noteholders will only be entitled to receive any proceeds from the realisation of the Issuer’s assets once prioritised creditors (including secured creditors (if any)) have been paid in full. If any Subsidiary of the Issuer (other than the Guarantor) is subject to any foreclosure, dissolution, winding-up, liquidation, recapitalisation, administrative or other bankruptcy or insolvency proceeding, the creditors of such Subsidiary of the Issuer will generally be prioritised due to their position in the capital structure and will generally be entitled to payment in full from the sale or other disposal of the assets of such a Subsidiary before the Issuer, as a direct or indirect shareholder, will be entitled to receive any distributions from such a Subsidiary.

Restrictions of the Guarantee Although the Notes are unsecured the Noteholders benefit from an upstream guarantee issued by the Guarantor for the Issuer’s payment obligations under the Notes. The Noteholders’ right to payment from the Guarantor under the Guarantee is subject to, amongst other things, the availability of funds, corporate restrictions, the terms of the Guarantor’s indebtedness and local law. In the event of insolvency, liquidation or a similar event relating to the Guarantor, all other unsecured creditors of the Guarantor would be entitled to receive any proceeds from the realisation of the Guarantor’s assets pari passu with the Noteholders’ claim under the Guarantee but only once prioritised creditors (including secured creditors (if any)) of the Guarantor have been paid in full. Since neither the obligations of the Issuer under the Notes nor the Guarantor’s obligations under the Guarantee are secured the Issuer cannot assure that the proceeds of any enforcement sale of assets in connection with any insolvency procedure or winding-up of the Issuer or the Guarantor would be sufficient to satisfy all amounts then due on or in respect of the Notes. Every investor should be aware that by investing in the Notes, it risks losing its investment or parts thereof in the event of the Issuer’s or Guarantor’s liquidation, company reorganisation or bankruptcy.

Noteholders’ claims under the Guarantee are structurally subordinated to the indebtedness of the Guarantor’s subsidiaries If any Subsidiary of the Guarantor is subject to any foreclosure, dissolution, winding-up, liquidation, recapitalisation, administrative or other bankruptcy or insolvency proceeding, the creditors of such Subsidiary of the Guarantor will generally be prioritised due to their position in the capital structure and will generally be entitled to payment in full from the sale or other disposal of the assets of such a Subsidiary before the Guarantor, as a direct or indirect shareholder, will be entitled to receive any distributions from such a subsidiary.

Refinancing risk The Issuer’s ability to successfully refinance its debt, including the Notes, is dependent on the conditions of the Issuer and the financial markets in general at such time. As a result, the Issuer’s access to financing sources at a particular time may not be available on favourable terms, or at all. The Issuer’s inability to refinance its debt obligations on favourable terms, or at all, could have a material adverse effect on the Group’s business, financial condition and results of operations and on the Issuer’s ability to repay amounts due under the Notes.

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DESCRIPTION OF THE NOTES AND THE USE OF PROCEEDS

Certain terms and conditions of the Notes The following is a summary description of the terms and conditions of the Notes and is qualified in its entirety by the full Terms and Conditions included in the section “Terms and Conditions”.

The Initial Notes and Subsequent Notes Each Note has a Nominal Amount of SEK 1,000,000. The Initial Notes were issued in a number of 500 and the total aggregate nominal amount of the Initial Notes is SEK 500,000,000. All Initial Notes were issued on a fully paid basis at an issue price of 100 per cent. of the Nominal Amount. Provided that no Event of Default is continuing or would result from such issue, the Issuer may, at one or several occasions, issue Subsequent Notes. The price of the Subsequent Notes may be set at a discount or at a premium compared to the Nominal Amount. The maximum total nominal amount of the Notes (the Initial Notes and all Subsequent Notes) may not exceed SEK 1,000,000,000 unless a consent from the Noteholders is obtained in accordance with the Terms and Conditions. Subsequent Notes shall benefit from and be subject to the Finance Documents, and the ISIN, the interest rate, the nominal amount and the final maturity applicable to the Initial Notes shall apply to Subsequent Notes.

ISIN and trading code The Notes have been allocated the ISIN code SE0005878287. The Notes will also be allocated a trading code upon admission to trading. Such trading code has not been allocated at the date of this Prospectus.

Form of the Notes The Notes are registered for the Noteholders on their respective Securities Accounts and no physical notes will be issued. Accordingly, the Notes are registered in accordance with the Financial Instruments Accounts Act (lagen (1998:1479) om kontoföring av finansiella instrument). Registration requests relating to the Notes shall be directed to an Account Operator. The Notes are freely transferable but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense.

Status of the Notes The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among them. The Issuer’s payment obligations under the Notes are guaranteed by the Guarantor, subject to and in accordance with the Guarantee.

Guarantee The payment obligations of the Issuer under the Notes are guaranteed by Boliden Mineral in accordance with the Guarantee. For further details see section “Guarantee” below.

Issue date and redemption The Initial Notes were issued on 9 April 2014. Unless previously redeemed or purchased and cancelled in accordance with the Terms and Conditions, the Issuer shall redeem all outstanding Notes with the Nominal Amount (together with any accrued but not yet paid interest) on 9 April 2020 (the “Final Maturity Date”).

Repurchase in the event of a Change of Control or Listing Failure (put option) Upon the occurrence of a Change of Control Event or a Listing Failure Event, each Noteholder shall have the

right to request that all, or some only, of its Notes be repurchased at a price per Note equal to 100 per cent. of the

Nominal Amount together with accrued but unpaid Interest, during a period of twenty (20) Business Days following a notice from the Issuer of the Change of Control Event or Listing Failure Event. The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes. To the extent that the provisions of such laws and regulations conflict with the

provisions in the Terms and Conditions, the Issuer shall comply with the applicable securities laws and LEGAL#10750927v14 LEGAL#10750927v14 regulations and will not be deemed to have breached its obligations under the Terms and Conditions by virtue of the conflict.

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“Change of Control Event”, in relation to the Issuer, an event or series of events resulting in one person, or several persons who act or have agreed to act in concert, acquiring, directly or indirectly, (i) control over more than fifty (50) per cent. of the total outstanding shares and/or voting rights in the Issuer or (ii) the power to appoint and remove all, or the majority of, the members of the board of directors of the Issuer. “Listing Failure Event” means that (i) the Initial Notes are not listed on a Regulated Market within the Listing Period or (ii) following the expiry of the Listing Period, the Initial Notes cease to be listed on a Regulated Market. “Listing Period” means four (4) months following (and excluding) the First Issue Date.

Issuer’s purchase of Notes The Issuer may, subject to applicable law, at any time and at any price purchase Notes on the market or in any other way. The Notes held by the Issuer may at the Issuer’s discretion be retained, sold or cancelled by the Issuer.

Payments in respect of the Notes Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Notes, shall be made to such person who is registered as a Noteholder on the date falling five (5) Business Days prior to an Interest Payment Date or other relevant date, or to such other person who is registered with the CSD on such date as being entitled to receive the relevant payment, repayment or repurchase amount. The Issuer is not liable to gross-up any payments under the Finance Documents by virtue of any withholding tax, public levy or the similar.

Payment of Interest under the Notes Each Initial Note carries Interest at STIBOR plus 1.90 per cent. (the “Interest Rate”) from (but excluding) the First Issue Date up to (and including) the relevant Redemption Date. Any Subsequent Note will carry Interest at the Interest Rate from (but excluding) the Interest Payment Date falling immediately prior to its issuance up to (and including) the relevant Redemption Date. Interest accrues during an Interest Period. Payment of Interest in respect of the Notes shall be made to the Noteholders on each Interest Payment Date for the preceding Interest Period. Interest Payment Dates are, 9 January, 9 April, 9 July and 9 October of each year, with the First Interest Payment Date being on 9 July 2014. Interest is calculated on the basis of the actual number of days in the Interest Period in respect of which payment is being made divided by 360 (actual/360-days basis). If the Issuer fails to pay any amount payable by it on its due date, default interest shall accrue on the overdue amount from (but excluding) the due date up to (and including) the date of actual payment at a rate which is two (2) per cent. higher than the Interest Rate. Accrued default interest shall not be capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Issuing Agent or the CSD, in which case the Interest Rate shall apply instead.

Acceleration and prepayment of the Notes The Issuing Agent is entitled to, and shall following a demand in writing from a Noteholder (or Noteholders) representing at least twenty (20) per cent. of the Nominal Amount less the Nominal Amount of all Notes owned by a Group Company (such demand may only be validly made by a person who is a Noteholder on the Business Day immediately following the day on which the demand is received by the Issuing Agent and shall, if made by several Noteholders, be made by them jointly) or following an instruction given pursuant to the Terms and Conditions, on behalf of the Noteholders by notice to the Issuer, declare all, but not some only, of the outstanding Notes due and payable, immediately or at such later date as the Issuing Agent or, following an

instruction given pursuant to the Terms and Conditions, the Noteholders determine if:

(a) the Issuer does not pay on the due date any amount of principal or interest payable by it under the Finance Documents, unless the non-payment: (i) is caused by technical or administrative error; and

(ii) the Issuer has been requested in writing by the Issuing Agent or any Noteholder to remedy the LEGAL#10750927v14 LEGAL#10750927v14 non-payment and the Issuer has not done so within three (3) Business Days of receiving the request;

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(b) the Issuer does not comply with any of the Terms and Conditions (other than those terms referred to in paragraph (a) above), unless the non-compliance: (i) is capable of remedy; and

(ii) is remedied within twenty (20) Business Day of the earlier of the Issuing Agent giving notice and the Issuer becoming aware of the non-compliance;

(c) any Finance Document becomes invalid, ineffective or varied (other than in accordance with the provisions of the Finance Documents), and such invalidity is to the detriment to the Noteholders; (d) any Financial Indebtedness of any Group Company is not paid when due nor within any originally applicable grace period or is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) other than in relation to a non-payment provided that no Event of Default will occur under this paragraph (d) if the aggregate amount of the Financial Indebtedness referred to herein is less than EUR 10,000,000 (or its equivalents); (e) any Material Group Company is Insolvent; (f) any fixed asset that is owned by a Material Group Company and has a value in excess of EUR 15,000,000 is seized and such seizure is not discharged within forty (40) Business Days of the date of the relevant seizure; or (g) the board of directors of the Issuer resolves on merger plan pursuant to which the Issuer will become part of a new or existing company. For further details on the provisions regarding acceleration and prepayment of the Notes and Financial Indebtedness, see the Terms and Conditions.

Undertakings The Issuer makes certain undertakings in the Terms and Conditions. These include undertakings and limitations relating to: (a) Compliance with laws; (b) Pari passu; (c) Change of business and disposal of fixed assets; (d) Negative Pledge; (e) Admission to trading; and (f) Publication of Finance Documents.

Compliance with laws The Issuer shall comply in all material respects with all laws to which it is subject, where failure to do so has or is reasonably likely to have a material adverse effect on its ability to perform its payment obligations under the Notes.

Pari passu The Issuer shall ensure that its payment obligations under the Notes at all times rank at least pari passu with all its other direct, unconditional, unsubordinated and unsecured obligations, except those obligations which are mandatorily preferred by law, and without any preference among them.

Change of business and disposal of fixed assets

The Issuer shall procure that (i) no substantial change is made to the general nature of the business of the Group (taken as a whole) from that carried on at the date of issue of the Notes and (ii) it does not dispose of any fixed asset if such disposal has a material adverse effect on its ability to perform its payment obligations under the

Notes.

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Negative Pledge The Issuer: (a) shall not itself, or allow other Group Companies to, provide Security (excluding, for the avoidance of doubt, guarantees) for another Debt Instrument that has been taken out or may be taken out by the Issuer; and (b) shall ensure that no other Group Company itself provides Security (excluding, for the avoidance of doubt, guarantees) for Debt Instruments that have been taken out or may be taken out by itself or any other party.

Admission to trading The Issuer shall use its best efforts to ensure that the loan constituted by the Terms and Conditions and evidenced by the Notes is admitted to trading on the Regulated Market of NASDAQ OMX Stockholm within four (4) months after the First Issue Date, and that it remains admitted or, if such admission to trading is not possible to obtain or maintain, admitted to trading on another Regulated Market. Following an admission to trading, the Issuer shall take all actions on its part to maintain the admission as long as any Notes are outstanding, but not longer than up to and including the last day on which the admission to trading reasonably can, pursuant to the then applicable regulations of the Regulated Market and the CSD, subsist. It is estimated that the total costs in conjunction with the admission to trading will be no higher than SEK 100,000.

Publication of Finance Documents The Issuer shall from the First Issue Date procure that the latest version of the Terms and Conditions and the Guarantee (including any document amending the Terms and Conditions or the Guarantee) are available on www.boliden.com.

Decisions by Noteholders A request by the Issuing Agent for a decision by the Noteholders on a matter relating to the Finance Documents shall (at the option of the Issuing Agent) be dealt with at a Noteholders’ Meeting or by way of a Written Procedure. Only a person who is, or who has been provided with a power of attorney pursuant to the Terms and Conditions from a person who is, registered as a Noteholder: (a) on the Record Date prior to the date of the Noteholders’ Meeting, in respect of a Noteholders’ Meeting, or (b) on the Business Day specified in the communication pursuant to the Terms and Conditions, in respect of a Written Procedure, may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such Written Procedure, provided that the relevant Notes are not owned by a Group Company. A matter decided at a duly convened and held Noteholders’ Meeting or by way of Written Procedure is binding on all Noteholders, irrespective of them being present or represented at the Noteholders’ Meeting or responding in the Written Procedure. The Noteholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Noteholders. Information about decisions taken at a Noteholders’ Meeting or by way of a Written Procedure shall promptly be sent by notice to the Noteholders and published on www.boliden.com provided that a failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Noteholders’ Meeting or

Written Procedure shall at the request of a Noteholder be sent to it by the Issuer or the Issuing Agent, as

applicable.

Prescription The right to receive repayment of the principal of the Notes shall be prescribed and become void ten (10) years

from the Redemption Date. The right to receive payment of interest (excluding any capitalised interest) shall be LEGAL#10750927v14 LEGAL#10750927v14 prescribed and become void three (3) years from the relevant due date for payment. The Issuer is entitled to any funds set aside for payments in respect of which the Noteholders’ right to receive payment has been prescribed and has become void.

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Governing law The Terms and Conditions, and any non-contractual obligations arising out of or in connection therewith, are governed by and construed in accordance with the laws of Sweden. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with the Terms and Conditions. The City Court of Stockholm (Stockholms tingsrätt) is the court of first instance.

Ratings The Notes have not been assigned an official credit rating by any credit rating agency.

Use of proceeds The Issuer shall use the proceeds from the issue of the Notes, less the costs and expenses incurred by the Issuer in connection with the issue of the Notes, by on-lending them to Boliden Mineral to be used for general corporate and working capital purposes.

The CSD Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, SE-101 23 Stockholm, Sweden, is initially acting as the CSD and registrar in respect of the Notes. The Issuer (and the Issuing Agent when permitted under the CSD’s applicable regulations) shall be entitled to obtain information from the debt register (skuldbok) kept by the CSD in respect of the Notes. At the request of the Issuing Agent, the Issuer shall promptly obtain such information and provide it to the Issuing Agent.

Issuing Agent Nordea Bank AB (publ), Reg. No. 516406-0120, 105 71 Stockholm, Sweden, is initially acting as Issuing Agent.

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BUSINESS DESCRIPTION AND STRUCTURE

The business of the Group Business idea and strategy Boliden aims to be a leading medium-sized metals company by establishing and operating competitive mines and smelters and by being the preferred choice for business partners. The primary focus for Boliden’s mining operations is the creation of growth through increased exploration and investments in organic growth, coupled with improved productivity and acquisitions where Boliden’s know how and competences can add value. For the smelters, the focus is on increasing profitability by focusing on costs, improving process stability and improving the ability to process complex raw materials.

Main operations The Group in total has on the date of this Prospectus approximately 4,800 employees. Its main business activities consist of mining, processing/producing and selling concentrates, metals and certain by-products, in particular the base metals zinc, copper and lead but also precious metal such as gold and silver. The Group’s business is divided into two segments – mining and smelting. Boliden’s main metals – zinc and copper – are primarily sold to industrial customers in Europe. Boliden also conducts recycling of electronic materials and is a substantial market participant when it comes to recycling lead from batteries.

Mines As of the date of this Prospectus, Boliden mines comprises eight mines in four mining areas: Aitik, the Boliden Area and Garpenberg in Sweden, and the Tara mine in Ireland. The Aitik mine is a medium-sized copper mine by international standards in terms of metal production and a significant copper mine in terms of ore extracted. Aitik has a high productivity level and also earns income from its by-metals gold and silver. Tara is a large zinc mine by international standards with a high cost position and is approaching the end of its life of mine (currently estimated at 2019). Garpenberg is medium-sized, and the Boliden Area is a small mining area. The zinc mines in Sweden – Garpenberg and the Boliden Area –generate income also from the processing of other metals, such as silver, gold, lead and copper, while Tara in Ireland earns minor revenues from lead.

Smelters Boliden’s five smelters are located in Sweden, Finland and Norway and comprise the Kokkola and Odda zinc smelters, the Rönnskär and Harjavalta copper smelters, and the Bergsöe lead smelter. The business area focuses on refining of concentrates and recycled raw materials, and sales of metals and by-products. The Kokkola zinc smelter is a major zinc producer by international standards, while the Odda zinc smelter is a small/medium-sized plant. The Rönnskär copper smelter is medium-sized, but has a material operation in electronic recycling. The Harjavalta copper smelter is small, but its contract nickel smelting operations are material by European standards.

Share information Pursuant to the Issuer’s Articles of Association, its share capital shall be no less than SEK 150,000,000 and no more than SEK 600,000,000, with its number of shares being no less than 75,000,000 and no more than 300,000,000. As at the date of this Prospectus, the Issuer’s registered share capital was SEK 578,914,338. As at the date of this Prospectus, the Issuer’s registered number of shares was 273,511,169. Since December 2001 the shares in the Issuer have been listed on the regulated market of NASDAQ OMX Stockholm under the short code BOL. On 3 April 2013, the Boliden share was voluntarily delisted from the

Toronto Stock Exchange (TSX) in Canada where the Boliden share previously had a secondary listing. The final

trading day for the Boliden share on TSX was 23 April 2013.

As at 31 December 2013, the Issuer had 90,963 shareholders.

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Ten largest shareholders as at 31 December 2013

Name of shareholder Percentage of votes and share capital Norges Bank Investment Management 5.6 BlackRock Inc 5.0 SEB fonder 4.2 SHB fonder 3.2 AMF Försäkring och fonder 3.0 Swedbank Robur fonder 2.7 Nordea fonder 2.4 AFA Försäkring 2.3 Söderbloms Factoringtjänst AB 1.7 Danske Invest fonder (Sweden) 1.6 Total, ten largest shareholders 31.7

Legal structure Boliden AB (publ) is the ultimate shareholder of the Group Companies. The Issuer conducts limited operations on what is, for fiscal purposes, commission from Boliden Mineral AB and has no employees. The Issuer’s operations mainly consist of owning shares in the operating subsidiaries and it is reliant of other entities within the Group to advance loans or make dividend distributions to the Issuer so as to enable it to make payments under the Notes. The Issuer is thus dependent upon receipt of sufficient income arising from the operations of the Group. The ability of the Operation Group Companies to make payments is restricted by, among other things, the availability of funds, corporate restrictions and local law. Save for some additional subsidiaries which are dormant or of lesser significance, the Issuer’s shareholding of two directly owned and 26 indirectly owned subsidiaries as at the date of this Prospectus is outlined in the below table.

Name of subsidiary, registered office Registration number Shareholding and votes Boliden Limited, Toronto, Canada 3977366 100% Boliden Power Ltd, Toronto, Canada 700245 100% Ontario Inc, Toronto, Canada 1393512 100% Boliden BV, Drunen, Netherlands 18048775 100% Boliden Apirsa S.L, Aznalcóllar (Seville), Spain (under ESB-41518028 100% liquidation) Boliden Mineral AB, Skellefteå 556231-6850 100% Mineral Holding Sweden AB, Skellefteå 556610-2918 100% Boliden Harjavalta Oy, Harjavalta, Finland 1591739-9 100% Boliden Kokkola Oy, Kokkola, Finland 0772004-3 100% KIP Service Oy, Kokkola, Finland 2240650-3 46% Kokkolan Teollisuusvesi Oy, Kokkola, Finland 2558533-2 65% Boliden Commercial AB, Stockholm 556158-2205 100% Boliden Commercial UK Ltd, Warwickshire, UK 5723781 100%

Boliden Commercial Deutschland GmbH, Neuss, Germany 165903 100%

Tara Mines Holding Ltd, Navan, Ireland 60135 100% Boliden Tara Mines Ltd, Navan, Ireland 33148 100% APC Properties Ltd, Navan, Ireland 361022 100%

Irish Mine Development Ltd, Navan, Ireland 174811 100% LEGAL#10750927v14 LEGAL#10750927v14 Tara Prospecting Ltd, Navan, Ireland 34434 100% Tara Exploration and Development Company Ltd, Navan, E1292 100%

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Name of subsidiary, registered office Registration number Shareholding and votes Ireland Dowth Investment Holdings Ltd, Toronto, Canada 338698 100% Motet Investments Ltd, Navan, Ireland E3093 100% Mineral Holding Norway AS, Odda, Norway1 986009183 100% Boliden Odda AS, Odda, Norway 911177870 100% Boliden Bergsöe AB, Landskrona 556041-8823 100% Boliden Bergsoe AS, Glostrup, Denmark A/S244629 100% Boliden International AB, Skellefteå 556040-1399 100%

LEGAL#10750927v14LEGAL#10750927v14 1 Boliden is in the process of merging Mineral Holding Norway AS with Boliden Odda AS with Boliden Odda AS as the surviving entity. The merger is expected to be completed during the summer of 2014.

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THE ISSUER

General corporate and Group information The Issuer’s legal and commercial name is Boliden AB (publ) and its Swedish Reg. No. is 556051-4142. The registered office is at Box 44, 101 20 Stockholm, Sweden. The telephone number of the Issuer is +46 (0)8 610 15 00. The Issuer was incorporated in Sweden on 27 November 1947 and registered with the Swedish Companies Registration Office (Bolagsverket) on 23 December 1947. The Issuer is a public limited liability company (publikt aktiebolag) regulated by the Swedish Companies Act (aktiebolagslagen (2005:551)). Boliden’s history stretches back to the 1920s, when the company established a position in the fields of exploration, mining operations, concentration, smelting and recycling operations. Pursuant to the Issuer’s Articles of Association, the object of the Issuer’s business shall be to, directly or indirectly, carry out mining and production of metals, and other business incidental thereto.

Board of directors Pursuant to Boliden’s Articles of Association, the Board shall consist of no less than three and no more than ten members, with no deputy members, elected by the general meeting of the shareholders. The company’s employees have a statutory entitlement to appoint three employee members and three employee deputy members to the Board. The Board currently consists of eight members elected by the Annual General Meeting held in 2013 until the Annual General Meeting in 2014 and three Employee Members with three Deputy Members appointed by trade union organisations.

Anders Ullberg Born 1946. Chairman of the Board since 2005 and Board member since 2005. Principal education: M.Sc. Economics. Other on-going principal assignments: Chairman of the Boards of BE Group, Diamorph, Eneqvist Consulting, Natur&Kultur and Studsvik. Member of the Boards of Atlas Copco, Beijer Alma, Valedo Partners and Åkers. Chairman of the Swedish Financial Reporting Board.

Marie Berglund Born 1958. Board member since 2003. Principal education: M. Sc. Biology. Other on-going principal assignments: Member of the Boards of Baltic Sea 2020, Eurocon Consulting, the Water Delegation of the Gulf of Bothnia’s Water District, and the Advisory Council of the County Administrative Board of Västernorrland.

Staffan Bohman Born 1949. Board member since 2007. Principal education: M.Sc. Economics. Other on-going principal assignments: Chairman of the Boards of Höganäs, Cibes Lift- Group and Ersta diakoni. Deputy Chairman of the Board of Rezidor Hotel Group and of SNS – Centre for Business and Policy Studies Board of Trustees. Member of the Boards of Atlas Copco, Inter- IKEA Holding, Ratos, Rolling Optics and the Swedish Corporate Governance Board.

Tom Erixon

Born 1960. Board member since 2013. Principal education: LL.B. MBA.

Other on-going principal assignments: Member of the Boards of Jernkontoret, Stål & Metall and Chinsay. LEGAL#10750927v14 LEGAL#10750927v14

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Lennart Evrell Born 1954. Board member since 2008. Principal education: M.Sc. Engineering, Economics. Other on-going principal assignments: Chairman of the Board of SveMin. Member of the Board of the Confederation of Swedish Enterprise.

Michael G:son Löw Born 1951. Board member since 2010. Principal education: M.Sc. Economics. Other on-going principal assignments: Member of the Boards of Concordia Maritime, Norstel, Preem and the Confederation of Swedish Enterprise. Deputy Chairman of IKEM, the Swedish Chamber of Commerce for Russia & CIS, and the Swedish Association for Energy Economics. Member of the Chalmers Advisory Committee and the Royal Swedish Academy of Engineering Sciences.

Ulla Litzén Born 1956. Board member since 2005. Principal education: M.Sc. Economics, MBA. Other on-going principal assignments: Member of the Boards of Alfa Laval, Atlas Copco, Husqvarna, NCC and SKF.

Leif Rönnbäck Born 1945. Board member since 2005. Principal education: B.Sc. Natural Sciences, Geology. Other on-going principal assignments: -

Roland Antonsson Born 1957. Board member, employee representative since 2012. Other on-going assignments: Representative of IF Metall (the Swedish Metalworkers’ Union). Chairman of the IF Metall Rönnskär branch.

Marie Holmberg Born 1963. Board member, employee representative since 2008. Other on-going assignments: Representative of the Swedish Association of Graduate Engineers.

Kenneth Ståhl Born 1973. Board member, employee representative since 2014. Other on-going assignments: Representative of IF Metall.(the Swedish Metalworkers’ Union). Chairman of the IF Metall Bergsöe branch.

Ola Holmström

Born 1965. Deputy Board member, employee representative since 2012. Other on-going assignments: Representative of IF Metall (the Swedish Metalworkers’ Union). Chairman of the

IF Metall Kristineberg branch. Deputy Chairman of Boliden’s Group Council and Boliden Works Council.

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Ulf Hartman Born 1954. Deputy Board member, employee representative since 2014. Other on-going assignments: Chairman of Unionen, Boliden area, Aitik and Stockholm. Deputy Chairman of Boliden’s Swedish works council.

Peter Baltzari Born 1953. Deputy Board member, employee representative since 2014. Other on-going assignments: Representative of Boliden’s Swedish works council and of the Profit-sharing foundation. Chairman of the IF Metall Aitik branch.

The Group Management Lennart Evrell Born 1954. President & CEO of Boliden since 2007. Principal education: M.Sc. Engineering, Economics. Other on-going principal assignments: Chairman of the Board of SveMin. Member of the Board of the Confederation of Swedish Enterprise.

Kerstin Konradsson Born 1967. Senior Vice President – Business Area Smelters since 2012. Principal education: M.Sc. Engineering. Other on-going principal assignments: Member of the Board of Swerea Mefos.

Jan Moström Born 1959. Senior Vice President – Business Area Mines since 2005. Principal education: B.Sc. Engineering. Other on-going principal assignments: Member of the Board of SveMin. Member of the SGU (Geological Survey of Sweden) Advisory Council and Mining Industry Council.

Mikael Staffas Born 1965. CFO since 2011. Principal education: M.Sc. Engineering, MBA. Other on-going principal assignments: Member of the Board of SJ.

Henrik Östberg Born 1960. Senior Vice President – Corporate Responsibility since 2008. Principal education: M.A. in languages and pedagogics.

Other on-going principal assignments: -

Additional information on the Board and the Group Management Business address The address for all members of the Board and the Group Management is c/o Boliden Group, Box 44, SE 101 20

Stockholm, Sweden. LEGAL#10750927v14 LEGAL#10750927v14 Conflicts of interest No members of the Board or Group Management of the Issuer has any private interest that might conflict with the Issuer’s interests.

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Auditor Ernst & Young AB (Box 7850, 103 99 Stockholm, Sweden) is the Issuer’s auditor since 2009. Lars Träff, born 1954, is the auditor in charge. Lars Träff is an authorised public accountant and member of FAR, the professional institute for accountants in Sweden.

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THE GUARANTOR

General corporate information The Guarantor’s legal and commercial name is Boliden Mineral AB (publ) and its Swedish Reg. No. is 556231- 6850. The registered office is at 936 81 Boliden. The telephone number of the Guarantor is +46 (0)910 77 40 00. The Guarantor was incorporated in Sweden on 27 December 1982 and registered with the Swedish Companies Registration Office (Bolagsverket) on 13 July 1983. The Guarantor is a public limited liability company (publikt aktiebolag) regulated by the Swedish Companies Act (aktiebolagslagen (2005:551)). The Guarantor is a wholly- owned subsidiary of the Issuer. Pursuant to the Guarantor’s Articles of Association, the object of the Guarantor’s business shall be to, directly or indirectly, carry out mining, dressing, metallurgic and chemical industrial business, own and manage real or movable property, and other business incidental thereto.

Business description Boliden Mineral is the main operating entity of the Group and has on the date of this Prospectus approximately 2,800 employees, including most of Group Management. Boliden Mineral operates mines in the north of Sweden as well as the Rönnskär smelter close to Skellefteå and owns most of the groups other operating entities and also contains certain common functions. Borrowing from external lenders is typically made directly by or through Boliden Mineral and thus Boliden Mineral has a function of an internal bank of the Group.

Board of directors Jan Moström Born 1959. Chairman of the Board since 2007 and Board member since 2006. Principal education: B.Sc. Engineering. Other on-going principal assignments: Member of the Board of SveMin. Member of the SGU (Geological Survey of Sweden) Advisory Council and Mining Industry Council.

Lennart Evrell Born 1954. Board member since 2008. Principal education: M.Sc. Engineering, Economics. Other on-going principal assignments: Chairman of the Board of SveMin. Member of the Board of the Confederation of Swedish Enterprise.

Kerstin Konradsson Born 1967. Board member since 2012. Principal education: M.Sc. Engineering. Other on-going principal assignments: Member of the Board of Swerea Mefos.

Mikael Staffas Born 1965. Board member since 2011.

Principal education: M.Sc. Engineering, MBA.

Other on-going principal assignments: Member of the Board of SJ.

Henrik Östberg

Born 1960. Board member since 2010. LEGAL#10750927v14 LEGAL#10750927v14 Principal education: M.A. in languages and pedagogics. Other on-going principal assignments: -

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Åke Roos Born 1964. Board member since 2013. Principal education: M.Sc. Mechanical Engineering, Technology Licentiate. Other on-going principal assignments: Member of the Board of Dannemora Mineral AB.

Group Management For information on the Group Management, see section “The Group Management” on page 18.

Additional information on the Board Business address The address for all members of the Board is c/o Boliden Group, Box 44, SE 101 20 Stockholm, Sweden

Conflicts of interest No members of the Board of the Guarantor has any private interest that might conflict with the Issuer’s interests.

Auditor Ernst & Young AB (Box 7850, 103 99 Stockholm, Sweden) is the Guarantor’s auditor since 2009. Lars Träff, born 1954, is the auditor in charge. Lars Träff is an authorised public accountant and member of FAR, the professional institute for accountants in Sweden.

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LEGAL CONSIDERATIONS AND SUPPLEMENTARY INFORMATION

Authorisation and responsibility The Issuer has obtained all necessary resolutions, authorisations and approvals required in conjunction with the Notes and the performance of its obligations relating thereto. The issuance of the Notes on 9 April 2014 was authorised by a resolution of the Board of the Issuer on 12 February 2014. The Issuer accepts responsibility for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import. The Board of the Issuer is, to the extent provided by law, responsible for the information contained in this Prospectus and declares that, having taken all reasonable care to ensure that such is the case, the information contained in this Prospectus is, to the best of its knowledge, in accordance with the facts and contains no omission likely to affect its import.

Legal and arbitration proceedings The Group is currently and may from time to time be subject to disputes, claims and administrative proceedings as a part of the ordinary course of business. Boliden is and will be contesting such claims but it is not possible to offer any precise estimate of the outcome of any current disputes at the present. Boliden has not made any provisions in relation to such disputes. Save for the on-going disputes described below, the Group is not now and has not been party to any governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened which Boliden is aware of) during the previous 12 months which may have, or have had in the recent past, significant effects on Boliden’s and/or the Group’s result or financial position.

Dam breach accident In 1998, a dam breach occurred in a tailings pond at the Los Frailes mine in Spain, which was then owned by Boliden’s subsidiary, Boliden Apirsa S.L. (“Apirsa”). Following the dam breach, criminal proceedings were initiated against Apirsa and its representatives. It was established that the accident was caused by design and construction errors in the dam, not by Apirsa’s operations. Nevertheless, Apirsa was ordered to pay approximately EUR 45 million in clean-up costs, damages and fines to the Spanish Ministry of the Environment. In 2005, Apirsa initiated insolvency proceedings to ensure a coordinated and orderly liquidation of the company. The receivers in the bankruptcy requested that Apirsa’s parent company, Boliden BV, together with Boliden Mineral and Boliden should be held liable for Apirsa’s deficit of approximately EUR 141 million, including an alleged claim by the local government (Junta de Andalucía). The local government brought a claim against Apirsa, Boliden BV and Boliden in a civil court for damages totalling approximately EUR 89 million which was dismissed on formal legal grounds. Following the dismissal of the civil court proceedings, the local government in Andalucia initiated administrative proceedings against Apirsa, Boliden BV and Boliden in respect of the same claim. The Supreme Administrative Court of Spain finally ruled that the administrative claims against such Group Companies were invalid on formal grounds as well but further ruled that the matter can be heard in a civil court of law and thus will be reopened in the court of the first instance in Seville. The companies that were responsible for the design and construction of the dams and against which Apirsa had previously brought suit and lost have now submitted claims against Apirsa, seeking compensation for their legal costs. Final rulings on these compensation claims will be made by the respective courts of instance.

Copper tubing cartel In 2012, Boliden was served a claim by a number of companies in the Travis Perkins corporate group in the courts of England and Wales. Travis Perkins claims to have sustained losses as a consequence of the copper tubing cartel in which Boliden and seven other companies were involved during the period from June 1988 to March 2001, and for which the companies concerned were fined by the European Commission in 2004. Boliden

paid the fine plus interest in 2010, amounting to a total of SEK 367 million. Boliden has contested the claim

from Travis Perkins and has, to ensure that all parties involved are included, also brought claims against the other cartel members.

Export of metallic residues in the 1980’s

In October 2013, a claim was brought by a Swedish limited partnership, Arica Victims KB, against Boliden for LEGAL#10750927v14 LEGAL#10750927v14 damages of approximately SEK 90 million plus interest. The claim refers to the arsenic poisoning suffered by over 700 people in the Chilean town of Arica to which Boliden exported metallic residues from the Rönnskär smelter between 1984 and 1985 for processing by the Chilean company Promel. Boliden disputed the claim on

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20 January 2014 in a written statement to the District Court of Skellefteå, Sweden. Trial has not been initiated on the date of this prospectus.

Diesel tax proceeding During the period from April 2009 to October 2012, dyed diesel was incorrectly used instead of undyed diesel at the Aitik mine. The two diesel types carry different tax rates. When discovered in October 2012, Boliden immediately informed both the supplier, in order to switch to undyed diesel, and the Swedish Tax Agency. Boliden has, throughout the period, paid tax that would have been applicable if the correct diesel had been used and the company has not benefitted financially from the unintentional use of dyed diesel. In May 2013, the Swedish Tax Agency imposed an energy tax liability on Boliden amounting to SEK 212 million plus interest. After a review of the Boliden’s income tax liability, the tax due, excluding interest, amounted to SEK 156 million which has been paid. Boliden has appealed the Swedish Tax Agency’s ruling to the Administrative Court in Falun, Sweden, and ruling is pending. Boliden has not made any reservation for this amount.

Certain material interests The Joint Lead Managers have engaged in, and may in the future engage in, investment banking and/or commercial banking or other services for Boliden in the ordinary course of business. In particular, it should be noted that the Joint Lead Managers may be the lenders under certain credit facilities with a member of the Group as borrower. Therefore, conflicts of interest may exist or may arise as a result of the Joint Lead Managers having previously engaged, or will in the future engage, in transactions with other parties, having multiple roles or carrying out other transactions for third parties with conflicting interests. The Joint Lead Managers or its respective affiliates may be or become shareholders in the Issuer.

Trend information There has been no material adverse change in the prospects of the Issuer since 12 March 2014, being the date of publication of the latest audited financial information of the Issuer.

Significant changes since 6 May 2014 There have been no significant changes in the financial or trading position of the Group since 6 May 2014, being the date of publication of the latest interim report of the Issuer.

Incorporation by references The following information has been incorporated into this Prospectus by reference and should be read as part of this Prospectus: Annual Report for 2012 as regards the audited consolidated financial information and the audit report on pages 76-113. Annual Report for 2013 as regards the audited consolidated financial information and the audit report on pages 68-99. 2014 Q1 Interim Report as regards the unaudited consolidated financial information for the period from January to March 2014 on pages 13-24 (including comparable numbers for the period from January to March 2013). Information in the above documents which is not incorporated by reference is either deemed by the Issuer not to be relevant for investors in Notes or covered elsewhere in the Prospectus.

The Issuer’s Annual Reports for 2012 and 2013 have been prepared in accordance with International Financial

Reporting Standards (“IFRS”) as adopted by the European Union and in accordance with the Swedish Annual Report Act (årsredovisningslag (1995:1554)). With the exception of the Annual Reports, no information in this

Prospectus has been audited or reviewed by the Issuer’s auditor.

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Documents on display Copies of the following documents are electronically available at www.boliden.com. Paper copies of the documents are also available at the Issuer’s office, Klarabergsviadukten 90, 116 64 Stockholm, Sweden during the validity period of this Prospectus (regular office hours):  the Issuer’s Articles of Association;  the Issuer’s Annual Reports (including auditor’s report) for the financial years 2012 and 2013;  the Issuer’s Interim Report for the first quarter 2014; and  the Terms and Conditions.

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TERMS AND CONDITIONS

TERMS AND CONDITIONS FOR

BOLIDEN AB (PUBL) UP TO SEK 1,000,000,000 SENIOR UNSECURED FLOATING RATE NOTES 2014/2020 WITH GUARANTEE

ISIN: SE0005878287

No action is being taken that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of this document or any other material relating to the Issuer or the Notes in any jurisdiction other than Sweden, where action for that purpose is required. Persons into whose possession this document comes are required by the Issuer to inform themselves about, and to observe, any applicable restrictions.

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1. DEFINITIONS AND CONSTRUCTION

1.1 Definitions

In these terms and conditions (the “Terms and Conditions”): “Account Operator” means a bank or other party duly authorised to operate as an account operator pursuant to the Financial Instruments Accounts Act and through which a Noteholder has opened a Securities Account in respect of its Notes. “Accounting Principles” means the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time). “Adjusted Nominal Amount” means the Total Nominal Amount less the Nominal Amount of all Notes owned by a Group Company, irrespective of whether such person is directly registered as owner of such Notes. “Business Day” means a day in Sweden other than a Sunday or other public holiday. Saturdays, Midsummer Eve (midsommarafton), Christmas Eve (julafton) and New Year’s Eve (nyårsafton) shall for the purpose of this definition be deemed to be public holidays. “Business Day Convention” means the first following day that is a Business Day unless that day falls in the next calendar month, in which case that date will be the first preceding day that is a Business Day. “Change of Control Event” means, in relation to the Issuer, an event or series of events resulting in one person, or several persons who act or have agreed to act in concert, acquiring, directly or indirectly, (i) control over more than fifty (50) per cent. of the total outstanding shares and/or voting rights in the Issuer or (ii) the power to appoint and remove all, or the majority of, the members of the board of directors of the Issuer. “CSD” means the Issuer’s central securities depository and registrar in respect of the Notes, from time to time, initially Euroclear Sweden AB, Swedish Reg. No. 556112-8074, P.O. Box 191, 101 23 Stockholm, Sweden. “Debt Instruments” means bonds, notes or other debt securities (however defined), which are or are intended to be quoted, listed, traded or otherwise admitted to trading on a Regulated Market or an MTF. “EUR” means the single currency of the participating member states in accordance with the legislation of the European Community relating to Economic and Monetary Union. “Event of Default” means an event or circumstance specified in Clause 10.1. “Final Maturity Date” means 9 April 2020. “Finance Documents” means these Terms and Conditions, the Guarantee and any other document designated by the Issuer and the Issuing Agent as a Finance Document. “Financial Indebtedness” means moneys borrowed (including any guarantees for such borrowings). “Financial Instruments Accounts Act” means the Swedish Financial Instruments Accounts Act (lag (1998:1479) om kontoföring av finansiella instrument). “First Issue Date” means 9 April 2014, or such later date on which the Initial Notes are issued.

“Force Majeure Event” has the meaning set forth in Clause 19.1.

“Group” means the Issuer and its Subsidiaries from time to time (each a “Group Company”). “Guarantee” means the guarantee issued by the Guarantor for the Issuer’s payment obligations under the Notes (set out on the last page of these Terms and Conditions).

“Guarantor” means Boliden Mineral AB (publ), a public limited liability company incorporated LEGAL#10750927v14 LEGAL#10750927v14 under the laws of Sweden with Reg. No. 556231-6850. “Initial Notes” means the Notes issued on the First Issue Date.

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“Insolvent” means, in respect of a relevant person, that it is deemed to be insolvent, or admits inability to pay its debts as they fall due, in each case within the meaning of Chapter 2, Sections 7-9 of the Swedish Bankruptcy Act (konkurslagen (1987:672)) (or its equivalent in any other jurisdiction), suspends making payments on any of its debts or by reason of actual financial difficulties commences negotiations with its creditors (other than the Noteholders) with a view to rescheduling any of its indebtedness (including company reorganisation under the Swedish Company Reorganisation Act (lag (1996:764) om företagsrekonstruktion) (or its equivalent in any other jurisdiction)) or is subject to involuntary winding-up, dissolution or liquidation. “Interest” means the interest on the Notes calculated in accordance with Clauses 7.1 to 7.3. “Interest Payment Date” means 9 January, 9 April, 9 July and 9 October of each year or, to the extent such day is not a Business Day, the Business Day following from an application of the Business Day Convention. The first Interest Payment Date for the Notes shall be 9 July 2014 and the last Interest Payment Date shall be the relevant Redemption Date. “Interest Period” means (i) in respect of the first Interest Period, the period from (but excluding) the First Issue Date to (and including) the first Interest Payment Date, and (ii) in respect of subsequent Interest Periods, the period from (but excluding) an Interest Payment Date to (and including) the next succeeding Interest Payment Date (or a shorter period if relevant). “Interest Rate” means STIBOR plus 1.90 per cent. per annum. “Issuer” means Boliden AB (publ), a public limited liability company incorporated under the laws of Sweden with Reg. No. 556051-4142. “Issuing Agent” means Nordea Bank AB (publ), or another party replacing it, as Issuing Agent, in accordance with these Terms and Conditions. “Joint Lead Managers” means Nordea Bank AB (publ) and Swedbank AB (publ). “Listing Failure Event” means that (i) the Initial Notes are not listed on a Regulated Market within the Listing Period or (ii) following the expiry of the Listing Period, the Initial Notes cease to be listed on a Regulated Market. “Listing Period” means four (4) months following (and excluding) the First Issue Date. “Material Group Company” means a Group Company whose total assets or revenue (excluding intra-Group items) equal or exceed ten per cent. (10%) of the total assets or revenues of the Group. For this purpose: (a) the total assets or revenues of a Group Company will be determined from its financial statements (unconsolidated if it has Subsidiaries) upon which the latest audited financial statements of the Group have been based;

(b) if a person becomes a Group Company after the date on which the latest audited financial statements of the Group have been prepared, the total assets or revenues of that Group Company will be determined from its latest financial statements (consolidated if it has Subsidiaries);

(c) the total assets or revenues of the Group will be determined from its latest audited consolidated financial statements, adjusted (where appropriate) to reflect the total assets or revenues of any company or business subsequently acquired or disposed of; and

(d) if a Material Group Company disposes of all or substantially all of its assets to another

Group Company, it will immediately cease to be a Material Group Company and the other

Group Company (if it is not already) will immediately become a Material Group Company; the subsequent financial statements of those Group Companies and the Group will be used to determine whether those Group Companies are Material Group Companies or not.

If there is a dispute as to whether or not a company is a Material Group Company, a certificate of LEGAL#10750927v14 LEGAL#10750927v14 the auditors of the Issuer will be, in the absence of manifest error, conclusive.

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“MTF” means any multilateral trading facility (as defined in Directive 2004/39/EC on markets in financial instruments). “Nominal Amount” has the meaning set forth in Clause 2.3. “Noteholder” means the person who is registered on a Securities Account as direct registered owner (ägare) or nominee (förvaltare) with respect to a Note. “Noteholders’ Meeting” means a meeting among the Noteholders held in accordance with Clause 13 (Noteholders’ Meeting). “Note” means a debt instrument (skuldförbindelse) for the Nominal Amount and of the type set forth in Chapter 1 Section 3 of the Financial Instruments Accounts Act and which are governed by and issued under these Terms and Conditions, including the Initial Notes and any Subsequent Notes. “Quotation Day” means, in relation to any period for which an interest rate is to be determined, two (2) Business Days before the first day of that period. “Record Date” means the fifth (5) Business Day prior to (i) an Interest Payment Date, (ii) a Redemption Date, (iii) a date on which a payment to the Noteholders is to be made under Clause 11 (Distribution of proceeds), (iv) the date of a Noteholders’ Meeting, or (v) another relevant date, or in each case such other Business Day falling prior to a relevant date if generally applicable on the Swedish bond market. “Redemption Date” means the date on which the relevant Notes are to be redeemed or repurchased in accordance with Clause 8 (Redemption and repurchase of the Notes). “Regulated Market” means any regulated market (as defined in Directive 2004/39/EC on markets in financial instruments). “Securities Account” means the account for dematerialised securities maintained by the CSD pursuant to the Financial Instruments Accounts Act in which (i) an owner of such security is directly registered or (ii) an owner’s holding of securities is registered in the name of a nominee. “Security” means a mortgage, charge, pledge, lien, security assignment or other security interest securing any obligation of any person, or any other agreement or arrangement having a similar effect. “STIBOR” means: (a) the applicable percentage rate per annum displayed on NASDAQ OMX’s website for STIBOR fixing (or through another website replacing it) as of or around 11.00 a.m. on the Quotation Day for the offering of deposits in Swedish Kronor and for a period comparable to the relevant Interest Period; or

(b) if no rate is available for the relevant Interest Period, the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Issuing Agent at its request quoted by four leading banks in the Stockholm interbank market reasonably selected by the Issuing Agent, for deposits of SEK 100,000,000 for the relevant period; or

(c) if no quotation is available pursuant to paragraph (b), the interest rate which according to the reasonable assessment of the Issuing Agent best reflects the interest rate for deposits in Swedish Kronor offered in the Stockholm interbank market for the relevant period; and

if any such rate is below zero, STIBOR will be deemed to be zero.

“Subsequent Notes” means any Notes issued after the First Issue Date on one or more occasions.

“Subsidiary” means, in relation to any person, any Swedish or foreign legal entity (whether incorporated or not), which at the time is a subsidiary (dotterföretag) to such person, directly or indirectly, as defined in the Swedish Companies Act (aktiebolagslagen (2005:551)).

“Swedish Kronor” and “SEK” means the lawful currency of Sweden.

LEGAL#10750927v14LEGAL#10750927v14 “Total Nominal Amount” means the total aggregate Nominal Amount of the Notes outstanding at the relevant time.

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“Written Procedure” means the written or electronic procedure for decision making among the Noteholders in accordance with Clause 14 (Written Procedure). 1.2 Construction

1.2.1 Unless a contrary indication appears, any reference in these Terms and Conditions to:

(a) “assets” includes present and future properties, revenues and rights of every description;

(b) any agreement or instrument is a reference to that agreement or instrument as supplemented, amended, novated, extended, restated or replaced from time to time;

(c) a “regulation” includes any regulation, rule or official directive, request or guideline (whether or not having the force of law) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation;

(d) an Event of Default is continuing if it has not been remedied or waived;

(e) a provision of law is a reference to that provision as amended or re-enacted; and

(f) a time of day is a reference to Stockholm time.

1.2.2 When ascertaining whether a limit or threshold specified in Euro or Swedish Kronor has been attained or broken, an amount in another currency shall be counted on the basis of the rate of exchange for such currency against Euro or Swedish Kronor (as applicable) for the previous Business Day, as published by the Swedish Central Bank (Riksbanken) on its website (www.riksbank.se). If no such rate is available, the most recently published rate shall be used instead.

1.2.3 A notice shall be deemed to be sent by way of press release if it is made available to the public within Sweden promptly and in a non-discriminatory manner.

1.2.4 No delay or omission of the Issuing Agent or of any Noteholder to exercise any right or remedy under the Finance Documents shall impair or operate as a waiver of any such right or remedy.

2. STATUS OF THE NOTES

2.1 The Notes are denominated in Swedish Kronor and each Note is constituted by these Terms and Conditions. The Issuer undertakes to make payments in relation to the Notes and to comply with these Terms and Conditions.

2.2 By subscribing for Notes, each initial Noteholder agrees that the Notes shall benefit from and be subject to the Finance Documents and by acquiring Notes, each subsequent Noteholder confirms such agreement.

2.3 The nominal amount of each Note is SEK 1,000,000 (the “Nominal Amount”). The maximum total nominal amount of the Initial Notes is SEK 500,000,000. All Initial Notes are issued on a fully paid

basis at an issue price of 100 per cent. of the Nominal Amount.

2.4 Provided that no Event of Default is continuing or would result from such issue, the Issuer may, at one or several occasions, issue Subsequent Notes. Subsequent Notes shall benefit from and be subject to the Finance Documents, and, for the avoidance of doubt, the ISIN, the interest rate, the

nominal amount and the final maturity applicable to the Initial Notes shall apply to Subsequent LEGAL#10750927v14 LEGAL#10750927v14 Notes. The price of the Subsequent Notes may be set at a discount or at a premium compared to the Nominal Amount. The maximum total nominal amount of the Notes (the Initial Notes and all Subsequent Notes) may not exceed SEK 1,000,000,000 unless a consent from the Noteholders is

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obtained in accordance with Clause 12.5(a). Each Subsequent Note shall entitle its holder to Interest in accordance with Clause 7.1, and otherwise have the same rights as the Initial Notes.

2.5 The Notes constitute direct, unconditional, unsubordinated and unsecured obligations of the Issuer and shall at all times rank pari passu and without any preference among them. The Issuer’s payment obligations under the Notes are guaranteed by the Guarantor, subject to and in accordance with the Guarantee.

2.6 The Notes are freely transferable but the Noteholders may be subject to purchase or transfer restrictions with regard to the Notes, as applicable, under local laws to which a Noteholder may be subject. Each Noteholder must ensure compliance with such restrictions at its own cost and expense.

2.7 No action is being taken in any jurisdiction that would or is intended to permit a public offering of the Notes or the possession, circulation or distribution of any document or other material relating to the Issuer or the Notes in any jurisdiction other than Sweden, where action for that purpose is required. Each Noteholder must inform itself about, and observe, any applicable restrictions to the transfer of material relating to the Issuer or the Notes.

3. USE OF PROCEEDS

The Issuer shall use the proceeds from the issue of the Notes, less the costs and expenses incurred by the Issuer in connection with the issue of the Notes, by on-lending them to the Guarantor to be used for general corporate and working capital purposes.

4. NOTES IN BOOK-ENTRY FORM

4.1 The Notes will be registered for the Noteholders on their respective Securities Accounts and no physical notes will be issued. Accordingly, the Notes will be registered in accordance with the Financial Instruments Accounts Act. Registration requests relating to the Notes shall be directed to an Account Operator.

4.2 Those who according to assignment, Security, the provisions of the Swedish Children and Parents Code (föräldrabalken (1949:381)), conditions of will or deed of gift or otherwise have acquired a right to receive payments in respect of a Note shall register their entitlements to receive payment in accordance with the Financial Instruments Accounts Act.

4.3 The Issuer (and the Issuing Agent when permitted under the CSD’s applicable regulations) shall be entitled to obtain information from the debt register (skuldbok) kept by the CSD in respect of the Notes. At the request of the Issuing Agent, the Issuer shall promptly obtain such information and provide it to the Issuing Agent.

4.4 For the purpose of or in connection with any Noteholders’ Meeting or any Written Procedure, the Issuing Agent shall be entitled to obtain information from the debt register kept by the CSD in respect of the Notes.

5. RIGHT TO ACT ON BEHALF OF A NOTEHOLDER

5.1 If any person other than a Noteholder wishes to exercise any rights under the Finance Documents, it must obtain a power of attorney or other proof of authorisation from the Noteholder or a successive, coherent chain of powers of attorney or proofs of authorisation starting with the Noteholder and

authorising such person. LEGAL#10750927v14 LEGAL#10750927v14 5.2 A Noteholder may issue one or several powers of attorney to third parties to represent it in relation to some or all of the Notes held by it. Any such representative may act independently under the Finance Documents in relation to the Notes for which such representative is entitled to represent the

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Noteholder and may further delegate its right to represent the Noteholder by way of a further power of attorney.

5.3 The Issuing Agent shall only have to examine the face of a power of attorney or other proof of authorisation that has been provided to it pursuant to Clause 5.2 and may assume that it has been duly authorised, is valid, has not been revoked or superseded and that it is in full force and effect, unless otherwise is apparent from its face.

6. PAYMENTS IN RESPECT OF THE NOTES

6.1 Any payment or repayment under the Finance Documents, or any amount due in respect of a repurchase of any Notes, shall be made to such person who is registered as a Noteholder on the Record Date prior to an Interest Payment Date or other relevant due date, or to such other person who is registered with the CSD on such date as being entitled to receive the relevant payment, repayment or repurchase amount.

6.2 If a Noteholder has registered, through an Account Operator, that principal and interest shall be deposited in a certain bank account, such deposits will be effected by the CSD on the relevant payment date. In other cases, payments will be transferred by the CSD to the Noteholder at the address registered with the CSD on the Record Date. Should the CSD, due to a delay on behalf of the Issuer or some other obstacle, not be able to effect payments as aforesaid, the Issuer shall procure that such amounts are paid to the persons who are registered as Noteholders on the relevant Record Date as soon as possible after such obstacle has been removed.

6.3 If, due to any obstacle for the CSD, the Issuer cannot make a payment or repayment, such payment or repayment may be postponed until the obstacle has been removed. Interest shall accrue in accordance with Clause 7.4 during such postponement.

6.4 If payment or repayment is made in accordance with this Clause 6, the Issuer and the CSD shall be deemed to have fulfilled their obligation to pay, irrespective of whether such payment was made to a person not entitled to receive such amount, provided that the Issuer and/or the CSD, as applicable, did not have knowledge that such payment was made to a person not entitled to receive such amount and provided that the Issuer and/or the CSD, as applicable, acted with normal care.

6.5 The Issuer is not liable to gross-up any payments under the Finance Documents by virtue of any withholding tax, public levy or the similar.

7. INTEREST

7.1 Each Initial Note carries Interest at the Interest Rate from (but excluding) the First Issue Date up to (and including) the relevant Redemption Date. Any Subsequent Note will carry Interest at the Interest Rate from (but excluding) the Interest Payment Date falling immediately prior to its issuance up to (and including) the relevant Redemption Date.

7.2 Interest accrues during an Interest Period. Payment of Interest in respect of the Notes shall be made to the Noteholders on each Interest Payment Date for the preceding Interest Period.

7.3 Interest shall be calculated on the basis of the actual number of days in the Interest Period in respect

of which payment is being made divided by 360 (actual/360-days basis).

7.4 If the Issuer fails to pay any amount payable by it on its due date, default interest shall accrue on the overdue amount from (but excluding) the due date up to (and including) the date of actual payment

at a rate which is two (2) per cent. higher than the Interest Rate. Accrued default interest shall not be LEGAL#10750927v14 LEGAL#10750927v14 capitalised. No default interest shall accrue where the failure to pay was solely attributable to the Issuing Agent or the CSD, in which case the Interest Rate shall apply instead.

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8. REDEMPTION AND REPURCHASE OF THE NOTES

8.1 Redemption at maturity

The Issuer shall redeem all, but not some only, of the outstanding Notes in full on the Final Maturity Date with an amount per Note equal to the Nominal Amount together with accrued but unpaid Interest. If the Final Maturity Date is not a Business Day, then the redemption shall occur on the first following Business Day. 8.2 Issuer’s purchase of Notes

The Issuer may, subject to applicable law, at any time and at any price purchase Notes on the market or in any other way. The Notes held by the Issuer may at the Issuer’s discretion be retained, sold or cancelled by the Issuer. 8.3 Mandatory repurchase due to a Change of Control Event or a Listing Failure Event (put option)

8.3.1 Upon the occurrence of a Change of Control Event or a Listing Failure Event, each Noteholder shall have the right to request that all, or some only, of its Notes be repurchased at a price per Note equal to 100 per cent. of the Nominal Amount together with accrued but unpaid Interest, during a period of twenty (20) Business Days following a notice from the Issuer of the Change of Control Event or Listing Failure Event pursuant to Clause 8.3.2 (after which time period such right shall lapse). However, such period may not start earlier than upon the occurrence of such event.

8.3.2 The Issuer shall as soon as practicable notify the Noteholders and the Issuing Agent upon becoming aware of the occurrence of a Change of Control Event or a Listing Failure Event. Such notice may be given in advance of the occurrence of a Change of Control Event, conditioned upon the occurrence of such Change of Control Event, if a definitive agreement is in place providing for such event.

8.3.3 The notice from the Issuer pursuant to Clause 8.3.2 shall specify the repurchase date and include instructions about the actions that a Noteholder needs to take if it wants Notes held by it to be repurchased. If a Noteholder has so requested, and acted in accordance with the instructions in the notice from the Issuer, the Issuer, or a person designated by the Issuer, shall repurchase the relevant Notes and the repurchase amount shall fall due on the repurchase date specified in the notice given by the Issuer pursuant to Clause 8.3.2. The repurchase date must fall no later than forty (40) Business Days after the end of the period referred to in Clause 8.3.1.

8.3.4 The Issuer shall comply with the requirements of any applicable securities laws or regulations in connection with the repurchase of Notes. To the extent that the provisions of such laws and regulations conflict with the provisions in this Clause 8.3, the Issuer shall comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under this Clause 8.3 by virtue of the conflict.

8.3.5 Any Notes repurchased by the Issuer pursuant to this Clause 8.3 may at the Issuer’s discretion be retained, sold or cancelled.

9. GENERAL UNDERTAKINGS

9.1 Compliance with laws

The Issuer shall comply in all material respects with all laws to which it is subject, where failure to do so has or is reasonably likely to have a material adverse effect on its ability to perform its

payment obligations under the Notes.

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9.2 Pari Passu

The Issuer shall ensure that its payment obligations under the Notes at all times rank at least pari passu with all its other direct, unconditional, unsubordinated and unsecured obligations, except those obligations which are mandatorily preferred by law, and without any preference among them. 9.3 Change of business and disposal of fixed assets

The Issuer shall procure that (i) no substantial change is made to the general nature of the business of the Group (taken as a whole) from that carried on at the date of issue of the Notes and (ii) it does not dispose of any fixed asset if such disposal has a material adverse effect on its ability to perform its payment obligations under the Notes. 9.4 Negative Pledge

The Issuer: (a) shall not itself, or allow other Group Companies to, provide Security (excluding, for the avoidance of doubt, guarantees) for another Debt Instrument that has been taken out or may be taken out by the Issuer; and

(b) shall ensure that no other Group Company itself provides Security (excluding, for the avoidance of doubt, guarantees) for Debt Instruments that have been taken out or may be taken out by itself or any other party.

9.5 Admission to trading

9.5.1 The Issuer shall use its best efforts to ensure that the loan constituted by these Terms and Conditions and evidenced by the Notes is admitted to trading on the Regulated Market of NASDAQ OMX Stockholm within the Listing Period, and that it remains admitted or, if such admission to trading is not possible to obtain or maintain, admitted to trading on another Regulated Market.

9.5.2 Following an admission to trading, the Issuer shall take all actions on its part to maintain the admission as long as any Notes are outstanding, but not longer than up to and including the last day on which the admission to trading reasonably can, pursuant to the then applicable regulations of the Regulated Market and the CSD, subsist.

9.6 Publication of Finance Documents

The Issuer shall from the First Issue Date procure that the latest version of these Terms and Conditions and the Guarantee (including any document amending these Terms and Conditions or the Guarantee) are available on www.boliden.com.

10. ACCELERATION OF THE NOTES

10.1 The Issuing Agent is entitled to, and shall following a demand in writing from a Noteholder (or Noteholders) representing at least twenty (20) per cent. of the Adjusted Nominal Amount (such demand may only be validly made by a person who is a Noteholder on the Business Day immediately following the day on which the demand is received by the Issuing Agent and shall, if made by several Noteholders, be made by them jointly) or following an instruction given pursuant

to Clause 10.5, on behalf of the Noteholders by notice to the Issuer, declare all, but not some only,

of the outstanding Notes due and payable, immediately or at such later date as the Issuing Agent or, following an instruction given pursuant to Clause 10.5, the Noteholders’ determine if:

(a) the Issuer does not pay on the due date any amount of principal or interest payable by it

under the Finance Documents, unless the non-payment:

LEGAL#10750927v14LEGAL#10750927v14 (i) is caused by technical or administrative error; and

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(ii) the Issuer has been requested in writing by the Issuing Agent or any Noteholder to remedy the non-payment and the Issuer has not done so within three (3) Business Days of receiving the request;

(b) the Issuer does not comply with any of the Terms and Conditions (other than those terms referred to in paragraph (a) above), unless the non-compliance:

(i) is capable of remedy; and

(ii) is remedied within twenty (20) Business Day of the earlier of the Issuing Agent giving notice and the Issuer becoming aware of the non-compliance;

(c) any Finance Document becomes invalid, ineffective or varied (other than in accordance with the provisions of the Finance Documents), and such invalidity is to the detriment to the Noteholders;

(d) any Financial Indebtedness of any Group Company is not paid when due nor within any originally applicable grace period or is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described) other than in relation to a non-payment provided that no Event of Default will occur under this paragraph (f) if the aggregate amount of the Financial Indebtedness referred to herein is less than EUR 10,000,000 (or its equivalents);

(e) any Material Group Company is Insolvent;

(f) any fixed asset that is owned by a Material Group Company and has a value in excess of EUR 15,000,000 is seized and such seizure is not discharged within forty (40) Business Days of the date of the relevant seizure; or

(g) the board of directors of the Issuer resolves on merger plan pursuant to which the Issuer will become part of a new or existing company.

10.2 The Issuing Agent may not accelerate the Notes in accordance with Clause 10.1 by reference to a specific Event of Default if it is no longer continuing or if it has been decided, on a Noteholders Meeting or by way of a Written Procedure, to waive such Event of Default (temporarily or permanently).

10.3 The Issuer shall promptly notify the Issuing Agent (with full particulars) upon becoming aware of the occurrence of any event or circumstance which constitutes an Event of Default, or any event or circumstance which would (with the expiry of a grace period, the giving of notice or any combination of any of the foregoing) constitute an Event of Default, and shall provide the Issuing Agent with such further information as it may reasonably request in writing following receipt of such notice. Should the Issuing Agent not receive such information, the Issuing Agent is entitled to assume that no such event or circumstance exists or can be expected to occur, provided that the Issuing Agent does not have actual knowledge of such event or circumstance.

10.4 The Issuing Agent shall notify the Noteholders of an Event of Default within five (5) Business Days of the date on which the Issuing Agent received actual knowledge that an Event of Default has occurred and is continuing. The Issuing Agent shall, within twenty (20) Business Days of the date

on which the Issuing Agent received actual knowledge of that an Event of Default has occurred and

is continuing, decide if the Notes shall be so accelerated. If the Issuing Agent decides not to accelerate the Notes, the Issuing Agent shall promptly seek instructions from the Noteholders in accordance with Clause 11 (Decisions by Noteholders). The Issuing Agent shall always be entitled

to take the time necessary to consider whether an occurred event constitutes an Event of Default. LEGAL#10750927v14 LEGAL#10750927v14 10.5 If the Noteholders instruct the Issuing Agent to accelerate the Notes, the Issuing Agent shall promptly declare the Notes due and payable and take such actions as may, in the reasonable opinion

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of the Issuing Agent, be necessary to enforce the rights of the Noteholders under the Finance Documents, unless the relevant Event of Default is no longer continuing.

10.6 If the right to accelerate the Notes is based upon a decision of a court of law or a government authority, it is not necessary that the decision has become enforceable under law or that the period of appeal has expired in order for cause of acceleration to be deemed to exist.

10.7 In the event of an acceleration of the Notes in accordance with this Clause 13, the Issuer shall redeem all Notes at an amount per Note equal to 100 per cent. of the Nominal Amount.

11. DISTRIBUTION OF PROCEEDS

11.1 All payments by the Issuer relating to the Notes and the Finance Documents, and all payments by the Guarantor under the Guarantee, following an acceleration of the Notes in accordance with Clause 9.5.1 (Acceleration of the Notes) shall be made in the following order of priority:

(a) first, in or towards payment pro rata of (i) all unpaid fees, costs, expenses and indemnities payable by the Issuer to the Issuing Agent, (ii) other costs, expenses and indemnities relating to the acceleration of the Notes, or the protection of the Noteholders’ rights as may have been incurred by the Issuing Agent, and (iii) any costs and expenses incurred by the Issuing Agent in relation to a Noteholders’ Meeting or a Written Procedure that have not been reimbursed by the Issuer in accordance with Clause 12.13;

(b) secondly, in or towards payment pro rata of accrued but unpaid Interest under the Notes (Interest due on an earlier Interest Payment Date to be paid before any Interest due on a later Interest Payment Date);

(c) thirdly, in or towards payment pro rata of any unpaid principal under the Notes; and

(d) fourthly, in or towards payment pro rata of any other costs or outstanding amounts unpaid under the Finance Documents.

11.2 If a Noteholder or another party has paid any fees, costs, expenses or indemnities referred to in Clause 11.1(a), such Noteholder or other party shall be entitled to reimbursement by way of a corresponding distribution in accordance with Clause 11.1(a).

11.3 If the Issuer shall make any payment under this Clause 11, the Issuer or the Issuing Agent, as applicable, shall notify the Noteholders of any such payment at least fifteen (15) Business Days before the payment is made. Such notice shall specify the Record Date, the payment date and the amount to be paid. Notwithstanding the foregoing, for any Interest due but unpaid the Record Date specified in Clause 6.1 shall apply.

12. DECISIONS BY NOTEHOLDERS

12.1 A request by the Issuing Agent for a decision by the Noteholders on a matter relating to the Finance Documents shall (at the option of the Issuing Agent) be dealt with at a Noteholders’ Meeting or by

way of a Written Procedure.

12.2 Any request from the Issuer or a Noteholder (or Noteholders) representing at least ten (10) per cent. of the Adjusted Nominal Amount (such request may only be validly made by a person who is a Noteholder on the Business Day immediately following the day on which the request is received by the Issuing Agent and shall, if made by several Noteholders, be made by them jointly) for a decision

by the Noteholders on a matter relating to the Finance Documents shall be directed to the Issuing LEGAL#10750927v14 LEGAL#10750927v14 Agent and dealt with at a Noteholders’ Meeting or by way a Written Procedure, as determined by the Issuing Agent. The person requesting the decision may suggest the form for decision making, but if it is in the Issuing Agent’s opinion more appropriate that a matter is dealt with at a

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Noteholders’ Meeting than by way of a Written Procedure, it shall be dealt with at a Noteholders’ Meeting.

12.3 The Issuing Agent may refrain from convening a Noteholders’ Meeting or instigating a Written Procedure if (i) the suggested decision must be approved by any person in addition to the Noteholders and such person has informed the Issuing Agent that an approval will not be given, or (ii) the suggested decision is not in accordance with applicable laws.

12.4 Only a person who is, or who has been provided with a power of attorney pursuant to Clause 5 (Right to act on behalf of a Noteholder) from a person who is, registered as a Noteholder:

(a) on the Record Date prior to the date of the Noteholders’ Meeting, in respect of a Noteholders’ Meeting, or

(b) on the Business Day specified in the communication pursuant to Clause 14.3, in respect of a Written Procedure,

may exercise voting rights as a Noteholder at such Noteholders’ Meeting or in such Written Procedure, provided that the relevant Notes are included in the definition of Adjusted Nominal Amount. 12.5 The following matters shall require the consent of Noteholders representing at least eighty (80) per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a Noteholders’ Meeting or for which Noteholders reply in a Written Procedure in accordance with the instructions given pursuant to Clause 14.3:

(a) the issue of any Subsequent Notes, if the total nominal amount of the Notes exceeds, or if such issue would cause the total nominal amount of the Notes to at any time exceed, SEK 1,000,000,000 (for the avoidance of doubt, for which consent shall be required at each occasion such Subsequent Notes are issued);

(b) a change to the terms of any of Clause 2.1, and Clauses 2.5 to 2.7;

(c) a change to the Interest Rate or the Nominal Amount;

(d) a change to the terms dealing with the requirements for Noteholders’ consent set out in this Clause 11;

(e) a change to the terms for the distribution of proceeds set out in Clause 11 (Distribution of proceeds);

(f) a change of issuer, an extension of the tenor of the Notes or any delay of the due date for payment of any principal or interest on the Notes;

(g) a release or waiver of any obligation under the Guarantee;

(h) a mandatory exchange of the Notes for other securities; and

(i) early redemption of the Notes, other than upon an acceleration of the Notes pursuant to

Clause 10 (Acceleration of the Notes) or as otherwise permitted or required by these Terms

and Conditions.

12.6 Any matter not covered by Clause 12.5 shall require the consent of Noteholders representing more than 50 per cent. of the Adjusted Nominal Amount for which Noteholders are voting at a

Noteholders’ Meeting or for which Noteholders reply in a Written Procedure in accordance with the LEGAL#10750927v14 LEGAL#10750927v14 instructions given pursuant to Clause 14.3. This includes, but is not limited to, any amendment to, or waiver of, the terms of any Finance Document that does not require a higher majority (other than an amendment permitted pursuant to Clause 15.1(a) or (b)), an acceleration of the Notes.

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12.7 Quorum at a Noteholders’ Meeting or in respect of a Written Procedure only exists if a Noteholder (or Noteholders) representing at least fifty (50) per cent. of the Adjusted Nominal Amount in case of a matter pursuant to Clause 12.5, and otherwise twenty (20) per cent. of the Adjusted Nominal Amount:

(a) if at a Noteholders’ Meeting, attend the meeting in person or by telephone conference (or appear through duly authorised representatives); or

(b) if in respect of a Written Procedure, reply to the request.

12.8 If a quorum does not exist at a Noteholders’ Meeting or in respect of a Written Procedure, the Issuing Agent or the Issuer shall convene a second Noteholders’ Meeting (in accordance with Clause 13.1) or initiate a second Written Procedure (in accordance with Clause 14.1), as the case may be, provided that the relevant proposal has not been withdrawn by the person(s) who initiated the procedure for Noteholders’ consent. The quorum requirement in Clause 12.7 shall not apply to such second Noteholders’ Meeting or Written Procedure.

12.9 Any decision which extends or increases the obligations of the Issuer or the Issuing Agent, or limits, reduces or extinguishes the rights or benefits of the Issuer or the Issuing Agent, under the Finance Documents shall be subject to the Issuer’s or the Issuing Agent’s consent, as appropriate. Any amendments to the Guarantee requires the consent of the Guarantor.

12.10 A Noteholder holding more than one Note need not use all its votes or cast all the votes to which it is entitled in the same way and may in its discretion use or cast some of its votes only.

12.11 The Issuer may not, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Noteholder for or as inducement to any consent under these Terms and Conditions, unless such consideration is offered to all Noteholders that consent at the relevant Noteholders’ Meeeting or in a Written Procedure within the time period stipulated for the consideration to be payable or the time period for replies in the Written Procedure, as the case may be.

12.12 A matter decided at a duly convened and held Noteholders’ Meeting or by way of Written Procedure is binding on all Noteholders, irrespective of them being present or represented at the Noteholders’ Meeting or responding in the Written Procedure. The Noteholders that have not adopted or voted for a decision shall not be liable for any damages that this may cause other Noteholders.

12.13 All costs and expenses incurred by the Issuer or the Issuing Agent for the purpose of convening a Noteholders’ Meeting or for the purpose of carrying out a Written Procedure, including reasonable fees to the Issuing Agent, shall be paid by the Issuer.

12.14 If a decision shall be taken by the Noteholders on a matter relating to the Finance Documents, the Issuer shall promptly at the request of the Issuing Agent provide the Issuing Agent with a certificate specifying the number of Notes owned by Group Companies, irrespective of whether such person is directly registered as owner of such Notes. The Issuing Agent shall not be responsible for the accuracy of such certificate or otherwise be responsible to determine whether a Note is owned by a Group Company.

12.15 Information about decisions taken at a Noteholders’ Meeting or by way of a Written Procedure shall

promptly be sent by notice to the Noteholders and published on www.boliden.com provided that a

failure to do so shall not invalidate any decision made or voting result achieved. The minutes from the relevant Noteholders’ Meeting or Written Procedure shall at the request of a Noteholder be sent

to it by the Issuer or the Issuing Agent, as applicable.

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13. NOTEHOLDERS’ MEETING

13.1 The Issuing Agent shall convene a Noteholders’ Meeting by sending a notice thereof to each Noteholder no later than five (5) Business Days after receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons).

13.2 Should the Issuer want to replace the Issuing Agent, it may convene a Noteholders’ Meeting in accordance with Clause 13.1 with a copy to the Issuing Agent.

13.3 The notice pursuant to Clause 13.1 shall include (i) time for the meeting, (ii) place for the meeting, (iii) agenda for the meeting (including each request for a decision by the Noteholders) and (iv) a form of power of attorney. Only matters that have been included in the notice may be resolved upon at the Noteholders’ Meeting. Should prior notification by the Noteholders be required in order to attend the Noteholders’ Meeting, such requirement shall be included in the notice.

13.4 The Noteholders’ Meeting shall be held no earlier than fifteen (15) Business Days and no later than thirty (30) Business Days from the notice.

13.5 Without amending or varying these Terms and Conditions, the Issuing Agent may prescribe such further regulations regarding the convening and holding of a Noteholders’ Meeting as the Issuing Agent may deem appropriate. Such regulations may include a possibility for Noteholders to vote without attending the meeting in person.

14. WRITTEN PROCEDURE

14.1 The Issuing Agent shall instigate a Written Procedure no later than five (5) Business Days after receipt of a request from the Issuer or the Noteholder(s) (or such later date as may be necessary for technical or administrative reasons) by sending a communication to each such person who is registered as a Noteholder on the Record Date prior to the date on which the communication is sent.

14.2 Should the Issuer want to replace the Issuing Agent, it may send a communication in accordance with Clause 14.1 to each Noteholder with a copy to the Issuing Agent.

14.3 A communication pursuant to Clause 14.1 shall include (i) each request for a decision by the Noteholders, (ii) a description of the reasons for each request, (iii) a specification of the Business Day on which a person must be registered as a Noteholder in order to be entitled to exercise voting rights, (iv) instructions and directions on where to receive a form for replying to the request (such form to include an option to vote yes or no for each request) as well as a form of power of attorney, and (v) the stipulated time period within which the Noteholder must reply to the request (such time period to last at least fifteen (15) Business Days from the communication pursuant to Clause 14.1). If the voting shall be made electronically, instructions for such voting shall be included in the communication.

14.4 When the requisite majority consents of the total Adjusted Nominal Amount pursuant to Clauses 12.5 and 12.6 have been received in a Written Procedure, the relevant decision shall be deemed to be adopted pursuant to Clause 12.5 or 12.6, as the case may be, even if the time period

for replies in the Written Procedure has not yet expired.

15. AMENDMENTS AND WAIVERS

15.1 The Issuer and the Issuing Agent (acting on behalf of the Noteholders) may agree to amend the

Finance Documents or waive any provision in a Finance Document, provided that: LEGAL#10750927v14 LEGAL#10750927v14 (a) such amendment or waiver is not detrimental to the interest of the Noteholders, or is made solely for the purpose of rectifying obvious errors and mistakes;

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(b) such amendment or waiver is required by applicable law, a court ruling or a decision by a relevant authority; or

(c) such amendment or waiver has been duly approved by the Noteholders in accordance with Clause 11 (Decisions by Noteholders).

15.2 The consent of the Noteholders is not necessary to approve the particular form of any amendment to the Finance Documents. It is sufficient if such consent approves the substance of the amendment.

15.3 The Issuing Agent shall promptly notify the Noteholders of any amendments or waivers made in accordance with Clause 15.1, setting out the date from which the amendment or waiver will be effective, and ensure that any amendments to the Finance Documents are published in the manner stipulated in Clause 9.6 (Publication of Finance Documents). The Issuer shall ensure that any amendments to the Finance Documents are duly registered with the CSD and each other relevant organisation or authority.

15.4 An amendment to the Finance Documents shall take effect on the date determined by the Noteholders Meeting, in the Written Procedure or by the Issuing Agent, as the case may be.

16. APPOINTMENT AND REPLACEMENT OF THE ISSUING AGENT

16.1 The Issuer appoints the Issuing Agent to manage certain specified tasks under these Terms and Conditions and in accordance with the legislation, rules and regulations applicable to and/or issued by the CSD and relating to the Notes.

16.2 The Issuing Agent may retire from its assignment or be dismissed by the Issuer, provided that the Issuer has approved that a commercial bank or securities institution approved by the CSD accedes as new Issuing Agent at the same time as the old Issuing Agent retires or is dismissed. If the Issuing Agent is Insolvent, the Issuer shall immediately appoint a new Issuing Agent, which shall replace the old Issuing Agent as issuing agent in accordance with these Terms and Conditions.

17. PRESCRIPTION

17.1 The right to receive repayment of the principal of the Notes shall be prescribed and become void ten (10) years from the Redemption Date. The right to receive payment of interest (excluding any capitalised interest) shall be prescribed and become void three (3) years from the relevant due date for payment. The Issuer is entitled to any funds set aside for payments in respect of which the Noteholders’ right to receive payment has been prescribed and has become void.

17.2 If a limitation period is duly interrupted in accordance with the Swedish Act on Limitations (preskriptionslag (1981:130)), a new limitation period of ten (10) years with respect to the right to receive repayment of the principal of the Notes, and of three (3) years with respect to receive payment of interest (excluding capitalised interest) will commence, in both cases calculated from the date of interruption of the limitation period, as such date is determined pursuant to the provisions of the Swedish Act on Limitations.

18. NOTICES AND PRESS RELEASES

18.1 Notices

18.1.1 Any notice or other communication to be made under or in connection with the Finance Documents: LEGAL#10750927v14 LEGAL#10750927v14 (a) if to the Issuing Agent, shall be given at the address registered with the Swedish Companies Registration Office (Bolagsverket) on the Business Day prior to dispatch or by email to [email protected];

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(b) if to the Issuer, shall be given at the address specified on www.boliden.com on the Business Day prior to dispatch;

(c) if to the Guarantor, shall be given at the address registered with the Swedish Companies Registration Office (Bolagsverket) on the Business Day prior to dispatch; and

(d) if to the Noteholders, shall be given at their addresses as registered with the CSD, on the Record Date prior to dispatch, and by either courier delivery or letter for all Noteholders. A Notice to the Noteholders shall also be published on www.boliden.com.

18.1.2 Any notice or other communication made by one person to another under or in connection with the Finance Documents shall be sent by way of courier, personal delivery or letter and will only be effective, in case of courier or personal delivery, when it has been left at the address specified in Clause 18.1.1 or, in case of letter, three (3) Business Days after being deposited postage prepaid in an envelope addressed to the address specified in Clause 18.1.1.

18.1.3 Failure to send a notice or other communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders.

18.2 Press releases

Any notice that the Issuer or the Issuing Agent shall send to the Noteholders pursuant to Clauses 8.3.2, 10.4, 12.15, 13.1, 14.1 and 15.3 shall also be published by way of press release by the Issuer.

19. FORCE MAJEURE AND LIMITATION OF LIABILITY

19.1 None of the Joint Lead Managers and the Issuing Agent shall be held responsible for any damage arising out of any legal enactment, or any measure taken by a public authority, or war, strike, lockout, boycott, blockade or any other similar circumstance (a “Force Majeure Event”). The reservation in respect of strikes, lockouts, boycotts and blockades applies even if any of the Joint Lead Managers or the Issuing Agent itself takes such measures, or is subject to such measures.

19.2 None of the Joint Lead Managers and the Issuing Agent shall have any liability to the Noteholders if it has observed reasonable care. None of the Joint Lead Managers and the Issuing Agent shall be responsible for indirect damage with exception of gross negligence and wilful misconduct.

19.3 Should a Force Majeure Event arise which prevents any of the Joint Lead Managers or the Issuing Agent from taking any action required to comply with these Terms and Conditions, such action may be postponed until the obstacle has been removed.

19.4 The provisions in this Clause 19 apply unless they are inconsistent with the provisions of the Financial Instruments Accounts Act which provisions shall take precedence.

20. GOVERNING LAW AND JURISDICTION

20.1 These Terms and Conditions, and any non-contractual obligations arising out of or in connection

herewith, shall be governed by and construed in accordance with the laws of Sweden.

20.2 The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with these Terms and Conditions. The City Court of Stockholm (Stockholms tingsrätt) shall be the

court of first instance. LEGAL#10750927v14 LEGAL#10750927v14

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We hereby certify that the above terms and conditions are binding upon ourselves.

Place: Date: 4 April 2014

BOLIDEN AB (PUBL) as Issuer

______Name: Name:

We hereby undertake to act in accordance with the above terms and conditions to the extent they refer to us.

Place: Date: 4 April 2014

NORDEA BANK AB (PUBL) as Issuing Agent

______Name:

LEGAL#10750927v14LEGAL#10750927v14

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GUARANTEE

GUARANTEE

Reference is made to the above terms and conditions for Boliden AB (publ), Swedish Reg. No. 556051-4142 (the “Issuer”), up to SEK 1,000,000,000 senior unsecured floating rate notes due 2020 (ISIN: SE0005878287), dated on or about the date hereof (the “Terms and Conditions”). Terms defined in the Terms and Conditions shall have the same meaning when used in this Guarantee. This is the Guarantee referred to in the Terms and Conditions. We, Boliden Mineral AB (publ), with Swedish Reg. No. 556231-6850, hereby assume and guarantee as principal obligor, as for our own debt (proprieborgen), all of the Issuer’s payment obligations to the Noteholders under the Notes. This Guarantee enters into force on the First Issue Date and shall continue in force until all amounts outstanding under the Notes have been paid in full. This Guarantee, and any non-contractual obligations arising out of or in connection herewith, shall be governed by and construed in accordance with the laws of Sweden. The courts of Sweden have exclusive jurisdiction to settle any dispute arising out of or in connection with the Guarantee. The City Court of Stockholm (Stockholms tingsrätt) shall be the court of first instance.

Place:

Date: 4 April 2014

BOLIDEN MINERAL AB (PUBL)

______Name: Name:

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ADDRESSES

The Issuer The Guarantor Boliden AB (publ) Boliden Mineral AB (publ) Postal address: P.O. Box 44 Postal address: P.O. Box 44 101 20 Stockholm 101 20 Stockholm Sweden Sweden Visiting address: Klarabergsviadukten 90 Visiting address: Klarabergsviadukten 90 Telephone: +46 (0)8 610 15 00 Telephone: +46 (0)8 610 15 00 www.boliden.com www.boliden.com

The Issuing Agent Nordea Bank AB (publ) Address: Smålandsgatan 17 105 71 Stockholm Sweden Telephone: +46 (0)8 614 70 00 www.nordea.se

Joint Lead Managers Nordea Bank AB (publ) Swedbank AB (publ) Address: Smålandsgatan 17 Address: 105 34 Stockholm 105 71 Stockholm Sweden Sweden Telephone: +46 (0)8 700 99 00 Telephone: +46 (0)8 614 70 00 www.swedbank.se www.nordea.se

Auditor to the Issuer Legal Advisor to the Issuer Ernst & Young AB Mannheimer Swartling Advokatbyrå Postal address: P.O. Box 7850 Postal address P.O. Box 1711 103 99 Stockholm 111 87 Stockholm Sweden Sweden Visiting address: Jakobsbergsgatan 24 Visiting address: Norrlandsgatan 21 www.ey.com/se Telephone: +46 (0)8 595 060 00

www.mannheimerswartling.se

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LEGAL#10750927v14LEGAL#10750927v14

www.boliden.com