Form 20-F NEXA RESOURCES S.A

As filed with the Securities and Exchange Commission on March 20, 2020. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 20-F ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2019 Commission file number: 001-38256 NEXA RESOURCES S.A. (Exact name of Registrant as specified in its charter) Grand Duchy of Luxembourg (Jurisdiction of incorporation or organization) Rodrigo Menck Senior Vice President Finance and Group Chief Financial Officer Phone: +352 28 26 37 27 37A, Avenue J.F. Kennedy L-1855, Luxembourg Grand Duchy of Luxembourg (Address of principal executive offices) Securities registered or to be registered pursuant to Section 12(b) of the Act: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered Common shares, each with par value of US$1.00 NEXA New York Stock Exchange Securities registered or to be registered pursuant to Section 12(g) of the Act: None Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None The number of outstanding shares of each class of stock of Nexa Resources S.A. as of March 20, 2020 was: 133,320,513 common shares, each with par value of US$1.00 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No _ If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes No _ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes _ No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes _ No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging growth company. See definition of “accelerated filer,” “large accelerated filer” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer _ Non-accelerated filer Emerging growth company If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing: U.S. GAAP International Financial Reporting Standards as issued by the International Accounting Standards B If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 Item 18 If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No _ TABLE OF CONTENTS Page Form 20-F cross reference guide iii Forward-looking statements 1 About the Company 3 Presentation of financial and other information 4 Risk factors 6 Selected financial data 20 I. Information on the Company 32 Business overview 32 Mining operations 36 Smelting operations 56 Other operations 59 Reserves 66 Capital expenditures 70 Regulatory matters 71 II. Operating and financial review and prospects 77 Overview 77 Results of operations 88 Liquidity and capital resources 95 Contractual obligations 101 Off-balance sheet arrangements 102 Critical accounting policies and estimates 103 Risk management 106 III. Share ownership and trading 109 Major shareholders 109 Related party transactions 110 Distributions 113 Trading markets 115 Purchases of equity securities by the issuer and affiliated purchasers 116 IV. Corporate governance, management and employees 117 Corporate governance 117 Board of directors 121 Executive officers and management committee 131 Executive and director compensation 135 Employees 139 V. Additional information 140 Legal proceedings 140 Articles of association 141 Taxation 145 Exchange controls and other limitations affecting security holders 153 Evaluation of disclosure controls and procedures 154 Internal control over financial reporting 155 Principal accountant fees and services 156 Information filed with securities regulators 157 Glossary 158 Exhibits 160 Signatures 161 Nexa Resources S.A. Financial Statements 162 ii Form 20-F Cross Reference Guide FORM 20-F CROSS REFERENCE GUIDE Item Form 20-F caption Location in this report Page 1 Identity of directors, senior management and advisers Not applicable – 2 Offer statistics and expected timetable Not applicable – 3 Key information 3A Selected financial data Selected financial data 20 3B Capitalization and indebtedness Not applicable – 3C Reasons for the offer and use of proceeds Not applicable – 3D Risk factors Risk factors 6 4 Information on the Company 4A History and development of the company About the Company, Business overview, Capital expenditures 3, 32, 70 4B Business overview 32, 36, Business overview, Mining operations, Smelting operations, Other 56, 59, operations, Reserves, Regulatory matters 66, 71 4C Organizational structure Business overview, Exhibit 8 32, 160 4D Property, plant and equipment Mining operations, Smelting operations, Other operations, Capital 36, 56, expenditures, Regulatory matters 59, 70, 71 4A Unresolved staff comments None – 5 Operating and financial review and prospects 5A Operating results Results of operations 88 5B Liquidity and capital resources Liquidity and capital resources 95 5C Research and development, patents and licenses, etc. Business overview 32 5D Trend information Results of operations 88 5E Off-balance sheet arrangements Off-balance sheet arrangements 102 5F Tabular disclosure of contractual obligations Contractual obligations 101 5G Safe harbor Forward-looking statements 1 6 Directors, senior management and employees 6A Directors and senior management Board of directors, Executive officers and management committee 121, 131 6B Compensation Executive and director compensation 135 6C Board practices Corporate governance, Board of directors 117, 121 6D Employees Employees 139 6E Share ownership Board of directors—Share ownership 130 7 Major shareholders and related party transactions 7A Major shareholders Major shareholders 109 7B Related party transactions Related party transactions 110 7C Interests of experts and counsel Not applicable – 8 Financial information 8A Consolidated statements and other 162, 113, financial information Financial statements, Distributions, Legal proceedings 140 8B Significant changes Not applicable – iii Form 20-F Cross Reference Guide Item Form 20-F caption Location in this report Page 9 The offer and listing 9A Offer and listing details Trading markets 115 9B Plan of distribution Not applicable – 9C Markets Trading markets 115 9D Selling shareholders Not applicable – 9E Dilution Not applicable – 9F Expenses of the issue Not applicable – 10 Additional information 10A Share capital Not applicable – 10B Memorandum and articles of association Articles of association 141 10C Material contracts Business overview, Results of operations, Related party 32, 88, transactions 110 10D Exchange controls Exchange controls and other limitations affecting security holders 153 10E Taxation Taxation 145 10F Dividends and paying agents Not applicable – 10G Statement by experts Not applicable – 10H Documents on display Information filed with securities regulators 157 10I Subsidiary information Not applicable – 11 Quantitative and qualitative disclosures about market risk Risk management 106 12 Description of securities other than equity securities 12A Debt securities Not applicable – 12B Warrants and rights Not applicable – 12C Other securities Not applicable – 12D American Depositary Shares Not applicable – 13 Defaults, dividend arrearages and delinquencies Not applicable – 14 Material modifications to the rights of security holders and use of proceeds Not applicable – 15 Controls and procedures Evaluation of disclosure controls and procedures, Internal control over financial reporting 154, 155 16A Audit committee financial expert Board of directors—Committees of our board of directors—Audit committee 127 16B Code of ethics Corporate governance—Code of conduct 117 16C Principal accountant fees and services Principal accountant fees and services 156 16D Exemptions from the listing standards for audit committees Not applicable – 16E Purchases of equity securities by the Purchases of equity securities by the issuer and affiliated issuer and affiliated purchasers purchasers 116 16F Not applicable – Change in registrant’s certifying accountant 16G Corporate governance Corporate governance 117 16H Mine safety disclosure Not applicable – 17 Financial statements Not applicable – 18 Financial statements Financial statements 162 19 Exhibits Exhibits 160 iv Forward-Looking Statements FORWARD-LOOKING STATEMENTS

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