BOLIDEN REDOMICILIATION INC. AND BOLIDEN AB

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(!> bo/iden

ARRANGEMENTINVOLVING

BOLIDEN LIMITED,

BOLIDEN REDOMICILIATION INC. AND BOLIDEN AB

NOTICE OF SPECIAL MEETING

OF

SHAREHOLDERS OF BOLIDEN LIMITED

AND

MANAGEMENT INFORMATION CIRCULAR

OCTOBER 26, 2001

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<:)bo/iden

October 26, 200 l Dear Shareholder,

You are invited to attend, in person or by proxy, a special meeting (the "Meeting") of the shareholders of Boliden Limited (the "Corporation") to be held in Room 202B of the Metro Toronto Conventian Centre, 255 Front Street West, Toronto, Ontario, Canada on Thursday, November 29, 2001 at 10:00 a.m. (Toronto time).

The Meeting has been called to consicter a special resolution approving an arrangement invalving the Corporation and its wholly-owned subsidiaries, Boliden Redomiciliation Inc., a Canactian company, and Boliden AB ("BAB"), a Swedish company. If approved by shareholders and implemented, the arrangement will result in:

(a) conversion - the conversion of the outstanding preferred shares of the Corporation into common shares of the Corporation on the basis of 37.75 common shares for each preferred share;

(b) consolidatian - the consolidatian of the common shares of the Corporation outstanding after the conversion into a smaller number of common shares on a 20 for one basis ; and

(c) exchange - the exchange of the common shares of the Corporation outstanding after the consolidatian for ordinary shares of BAB on the basis of one ordinary share for each common s hare.

Upon completion of the Arrangement, BAB will have outstanding approximately 85.8 million ordinary shares, of which approximately 10% will be held by the former preferred shareholders. Application has been made to list the ordinary shares of BAB on the Stockholm and Toronto stock exchanges.

The primary purpose of the arrangement is to change the darnieile of the public company parent of the Boliden group of companies (the "Boliden Group") from Canada to Sweden. This "redomiciliation" is intended to align the darnieile of the public company parent of the Boliden Group with the primary trading market for its shares, the country of residence of a significant majority of its shareholders and the location of a majority of its operations.

Upon completion of the arrangement, the shareholders of the Corporation will be shareholders of BAB, the Corporationwill be a wholly-owned subsidiary ofBAB and will no longer be a public company and BAB will be the paren t company of the Boliden Group and a public company. The arrangement will not result in an y other change in the business, assets and liabilities or operating management of the Boliden Group.

The arrangement is being implemented by way of plan of arrangement under the Canada Business Corporations Act. The details of the arrangement are described in the accompanying management information circular.

The board of directors of the Corporation has unanimously deterrnined that the arrangement is in the best interests of the Corporation and its shareholders and recommends that you vote in favour of the special resolution.

In addition to the Meeting, the Corporation will hold shareholder information meetings in the Stoc kholm Room of the Radisson SAS Södra Paviljongen, Vasagatan l, Stockholm, Sweden on November 21, 2001 at 6:30 p.m. (Swedish time) and in the Expolads Congress Centre, Kanalgatan 73-75, Skellefteå, Sweden on November 22, 2001 at 6:30 p.m. (Swedish time). No matters will be voted on at the shareholder information meetings.

If you do not plan to attend the Meeting in person, please complete, date and sign and return the accompanying form of proxy in accordance with the instructions contained in the accompanying management information circular.

Yours truly,

JAN JOHANSSON

President and Chief Executive Officer

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QUESTIONS AND ANSWERS The Arrangement

What is an arrangement?

An arrangement is a type of transaction permitted under the Canada Business Corporations Act. lt is typically used where a single transaction invalves a number of steps which must occur in a prescribed order in order to be effective.

What is the Arrangement?

The arrangement being proposed (the "Arrangement") invalves Boliden Limited, a Canactian company, and its wholly-owned subsidiaries, Boliden Redorniciliation Inc., a Canactian company, and Boliden AB, a Swedish company.

If

approved by the shareholders and implemented, the arrangement will result in:

(a) conversion - the conversion of the outstanding preferred shares of Boliden Limited into common shares of Boliden Limited on the basis of 37.75 common shares for each preferred share;

(b) consolidatian - the consolidation of the common shares of Boliden Limited outstanding after the conversion into a smaller number of common shares on a 20 for one basis; and

(c) exchange - the exchange of the common shares of Boliden Lirnited outstanding after the consolidatian for ordinary shares of Boliden AB on the basis of one ordinary share for each common share.

What is the purpose of the Arrangement?

The primary purpose of the Arrangement is to change the darnieile of the public company parent of the Boliden group of companies (the "Boliden Group") from Canada to Sweden. This "redomiciliation" is intended to align the darnieile of the public company parent of the Boliden Group with the primary trading market for its shares, the country of residence for a significant majority of its shareholders and the location of a majority of its operations.

What is the effect of the Arrangement?

Upon completion of the Arrangement, the shareholders of Boliden Limited will be shareholders of Boliden AB, Boliden Lirnited will be a wholly-owned subsidiary of Boliden AB and will no longer be a public company and Boliden AB will be the parent company of the Boliden Group and a public company. The Arrangement will not result in an y other change in the business, assets and liabilities or operating management of the Boliden Group.

The Arrangement will also result in the conversion of the preterred shares of Boliden Limited into common shares of Boliden Limited and the consolidatian of the common shares of Boliden Limited outstanding after the conversion into a smaller number of common shares. Upon completion of the Arrangement, Boliden AB will have outstanding approximately 85.8 million ordinary shares, of which approximately 10% will be held by the former preferred shareholders.

The directors of Boliden AB are residents of Sweden. Meetings of shareholders of Boliden AB will take place in Sweden.

The board of directors of Boliden Limited has reviewed the rights of shareholders under Canactian and Swedish corporate law and has concluded that these rights are substantially equivalent. The rights of sharebolders under Canadian and Swedish corporate law are summarized in the accompanying management information circular under "Comparison of Shareholder Rights".

Shareholders of Boliden AB will receive annual reports and other shareholder information prepared in

accordance with Swedish requirements and consolidated financial statements reported in SEK and prepared in

accordance with Swedish GAAP. The differences between Canactian GAAP and Swedish GAAP are summarized

in the accompanying management information circular under "Summary of Significant Differences Between

Canadian GAAP and Swedish GAAP''. Boliden AB intends to apply to Canadian seeurities regulatory authorities

for exemptions from the Canactian continuous disciasure requirements to the extent that those requirements differ

from Swedish continuous disclosure requirements.

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Wherewill the ordinary shares of Boliden AB trade?

Application has been made to list the ordinary shares of Boliden AB on the O-list of the Stockholm Exchange and the Toronto Stock Exchange.

What are the tax consequences of the Arrangement?

Canadian Resident Shareholders

In general, a shareholder of Boliden Limited who is a resident of Canada for Canadian income

tax

purposes and who holds his or her Boliden Limited shares as capita! property will realize an aggregate capita! gain (or capita! loss) as a result of the Arrangement that willgenerally be equal to the amount by which the value of the ordinary shares of Boliden AB received by the shareholder exceeds (or is less than) the aggregate adjusted cost base of the shareholder's shares of Boliden Limited immediately before the Arrangement The amount of any capita! loss realized by a shareholder may be reduced by the amount of dividends received from Boliden Lirnited before the Arrangement in accordance with the detailed rules in the Canadian Income Tax Act.

So long as they are Iisted on the Stockholm or Toronto stock exchange, the ordinary shares of Boliden AB will be "qualified investments" for trusts govemed by registered retirement savings plans, registered education savings plans, registered retirement income funds and deferred profit sharing plans. The ordinary shares of Boliden AB, however, will be "foreign property" for the purposes of the penalty tax imposed by Part IX of the Canactian Income Tax Act on deferred income plans, registered investments and certain other tax-exempt entities, including most registered pension funds or plans.

Swedish Resident Shareholders

In general, a holder of common shares of Boliden Lirnited who is fiscally dorniciled in Sweden will realize an aggregate capita! gain or capita! loss as a result of the Arrangement that will generally be equal to the difference between the fair market value of the ordinary shares of Boliden AB received on the Arrangement and the tax base of the common shares of Boliden Limited.

It

is not clear whether a

tax

deferral in accordance with Chapter 49 of the Swedish Income Tax Act will be available for any capita! gain that may be realized as a result of the Arrangement and when any capita! Iosses that may be realized as a result of the Arrangement will be deductible. A1i application for an advance tax ruling has been submitted to the Council for Advance Tax Rulings to clarify the tax consequences of the Arrangement. Shareholders will be advised of the contents of this ruling by way of press release.

Shareholders who are resident in Sweden and not in Canada for the purposes of the Canada-Sweden tax treaty and who hold their shares of Boliden Limited as capita! property will not generally be subject to Canactian tax on any capita! gain realized as a result of the Arrangement.

What conditions must be me t in order for the Arrangement to be come e ffective?

A special resolution approving the Arrangement must be passed by at least two-thirds of the votes east, in person or by proxy, at a special meeting of shareholders by (a) common shareholders (including SDR holde r s) and preferred shareholders voting tagether as a class, with each common shareholder (and SDR holder) having one vote per common share (or SDR) and each preterred shareholder having 11 votes per preferred share and

(b)

preterred shareholders voting separate! y as a dass, with each preterred shareholder having one vote per preterred share. There are currently 1,540,689,675 common shares (including common shares represented by SDRs) and 4,650,148 preterred shares outstanding.

The Arrangement also requires court approval in Canada. An interim court order has been obtained which provides for the calling of a special meeting of shareholders and certain other procedural matters related to the meeting. If the Arrangement is approved by the shareholders, a hearing for a final court order is scheduled to take place on November 30, 2001. In deciding whether to grant a final order, the court will consider, among other things, the faimess and reasonableness of the Arrangement

The Arrangement is also subject to the satisfaction of certain conditions, including approval of the listing of

the ordinary shares of Boliden AB on the Stockholm Exchange and the consent of the lenders under Boliden

Lirnited's credit facilities.

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How do l arrange to vote in respect of the Arrange ment?

Shareholders of record on October 24, 2001 are entitled to attend the special meeting of shareholders and vote in person. They are also entitled to vote by proxy by delivering a properly completed form of proxy in accordance with the following instructions:

(a) in the case of holders of SDRs, the completed proxy must be delivered to WM-data, Svarspost, Kundnummer 122 078 706, SE-171 20 Solna, Sweden before 5:00 p.m. (Swedish time) on

Wednesday, November 28, 2001; and ,

(b) in the case of holders of common shares and preferred shares, the completed proxy must be delivered to Computershare Trust Company of Canada, Proxy Department, l 00 University Avenue, 11th Floor, Toronto, Ontario, Canada, MSJ 2Yl before 5:00p.m. (Toronto time) on Wednesday, November 28, 2001.

Why are preferred shareholders entitled to vote with common shareholders?

Boliden Limited has not paid dividends on its preferred shares for eight consecutive quarters. As a result, holders of preferred shares are entitled to attend and vote at all meetings of shar eholders until such time as Boliden Limited pays dividends on its preferred shares for four consecutive quarters. Preferred shareholders are entitled to

11

votes per preferred share.

What are dissent rights?

The common shareholders (including SDR holders) and the preferred shareholders are entitled to exercise the dissent rights provided under the Canada Business Corporations Act. The dissent rights are described in the accompanying management information circular. In order to dissent, a common shareholder (including a SDR holder) or a preferred shareholder must follow the proeectures described in the circular. The Arrangement may not proceed if the holders of more than 5% of the common shares and SDRs or more than 5% of the preferred shares exercise their right of dissent

Mechanics Retating to Delivery of Boliden AB Ordinary Shares What will SDR holders receive?

Upon completion of the Arrangement, SDR holders will receive one ordinary share of Boliden AB for every 20 SDRs held at the close of business ontherecord date for the Arrangement

Certiticates for Boliden AB ordinary shares will not be issued. The ownership of the Boliden AB ordinary shares will be refiected in the register of holders maintained by VPC, the Swedish central seeurities depository.

SDR holders willnot receive fractional Boliden AB ordinary shares. Instead, any fractional shares to which SDR holders would otherwise be entitled will be aggregated and sold by SEB on the Stockholm Exchange in a centralized process at market prices. The proceeds from the sale process will be divided pro rata among SDR holders otherwise entitled to fractional shares and payment will be made to their yield accounts or by cheque.

Payment

is

expected to be made during the seeond half of December 2001. No commission is payable to SEB in respect of the sale process.

The table below provides illustrative examples for SDR holders.

Example Person A

SDRs held on record date for Anangement . . . . . • • • . • . • • • • • . . 20 BAB Shares held after Arrangement . . . . . . . . . . • . • . . . • • . . • . . • l Cash payment received for fractional shares .. . ... ...•... -

Person B

50 2 yes

Person C

10 yes

SDR holders whose SDRs are registered in the name of a nominee will be treated in accordance with the nominee's normal practices and procedures.

Whatwill common skareholders and preferred shareholders receive?

Upon completion of the Arrangement, common shareholders will receive one ordinary share of Boliden AB

for every 20 common shares, and preferred shareholders will receive 1.8875 ordinary shares of Boliden AB for

each preferred sbare, held at the close of business on the record date for the Arrangement

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Certificates for Boliden AB orclinary shares will not be issued. The ownership of Boliden AB orclinary shares received by common shareholders and preferred shareholders who hold their shares through a seeurities dealer or other nominee who is a participant in CDS, the Canactian central seeurities depository and clearing organization, will be reflected in a VP account established for CDS, as depository for its participants. The ownership of Boliden AB ordinary shares received by common shareholders and preferred shareholders who do not hold their shares through a CDS participant and who do not have their own VP accounts will be reflected in a VP account of SEB on behalf of such shareholders.

Common shareholders and preferred shareholders will not receive fractional Boliden AB orclinary shares.

Instead, any fractional shares to which common shareholders and preferred shareholders would otherwise be entitled will be cancelled.

Why are fractional s hares of SDR holders trealed differently than the fractional shares of common shareholders and pre/erred shareholders?

Based on a list of registered holders of SDRs dated September 28, 2001 and lists of registered holders of common shares and preferred shares dated September 30, 2001, Boliden Limited has deterrnined that the aggregate number of fractional orclinary shares of Boliden AB to which each group of holders would be entitled is as follows: SDR holders- 16,792, common shareholders- 51 and preferred shareholders- 13.

Boliden Limited has determined that the administrative costs of selting the fractional ordinary shares of Boliden AB to which common shareholders and preferred shareholders would otherwise be entitled would exceed the sale proceeds.

Timing Matters

Set out below are certain key dates:

N o vember 21 and 22 November 29 November 30 December 4 December 5 December 5 December 7

December 10

Information meetings in Stockholm and Skellefteå, Sweden Shareholders meeting in Toronto, Canada

Court hearing for final order

Final day to trade in common shares and preferred shares of Boliden Limited

Tracling in orclinary shares of Boliden AB commences Effective date of the Arrangement

Record date for the Arrangement (ie, for determining the

shareholders of Boliden Limited entitled to receive orclinary shares of Boliden AB)

Orclinary shares of Boliden AB registered in the register of holders maintained by VPC

Boliden Limited will actvise shareholders of any changes to these dates by way of press release.

Additional Questions

Further information may be obtained by e-mailing Boliden at info@boliden.se.

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NOTICE OF SPECIAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that a special meeting (the "Meeting") of holders of cormnon shares (including conunon shares represenled by Swedish depository receipts) and preferred shares of Boliden Limited (the ''Corporation'') will be heldin Room 202B of the Metro Toronto Conventian Centre, 255 Front Street West, Toronto, Ontario, Canada on Thursday, November 29, 2001 at 10:00 a.m. (Toronto time) for the following purposes:

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to consider, in accordance with an interim order (the " Interim Order") of the Ontario Superior Court of Justice dated October 26, 2001, and, if thought advisable, to pass, with or without amendment, a special resolution (the "Arrangement Resolution") in the form attached as Schedule A to the accompanying management information circular (the "Circular") approving an arrangement (the " Arrangement") pursuant to Section 192 of the Canada Business Corporations Act; and

2. to transact such other business as may properly come before the Meeting, or any adjournment thereof.

To become effective, the Arrangement Resolution must be passed, with or without amendment, by at !east two-thirds of the votes east, in person or by proxy, at the Meeting by (a) holders of common shares (including conunon shares represenled by Swedish depository receipts) and holders of preferred shares voting togetheras a class on the basis of one vote per conunon share (or Swedish depository receipt ) held and 11 votes per preferred share held and

(b)

holders of preferred shares v oting separate! y as a class on the basis of one vote per preferred share held.

The Arrangement must be approved by a final order of the Ontario Superior Court of Justice. A copy of the Interim Order and the notice of application to the Ontario Superior Court of Justice for the final order are attached as Schedules C and D, respectively, to the Circular.

Under the terms of the Interim Order, shareholders have the right to dissent in respect of the Arrangement The right of dissent is described in the Circular.

Shar ehold ers who cannot attend the Meeting to vote in person are requested to complete, date and sign and return the accompanying form of proxy in accordance with the instructions contained in the Circular.

DATED October 26, 2001.

BY ORDER OF THE BOARD OF DIRECTORS

ROBERT K. MeDERMOTT

Secretary

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MANAGEMENT INFORMATION CIRCULAR

GLOSSARY OF TERMS

"Affiliate" means affiliate as that term is defined in the seeurities Act.

"Amalgamation" means the amalgamation part of the Arrangement pursuant to w hi ch the Corporation and BRI wiU amalgamate under the CBCA and continue as one corporation under the name Boliden Limited.

"Arrangemen t" means the arrangement set out in the Plan of Arrangement

"Arrangement Agreement" means the arrangement agreement made as of October 24, 2001 between the Corporation, BRI and BAB, a copy of which is attached to this Circular as Schedule B.

"Arrangement Resolution" means the special resolution of Shareholders approving the Arrangement, a copy of which is attached to this Circular as Schedule A.

"Articles'' means the artides ofincorporation of the Corporation, as amended.

"BAB'' means Boliden AB, a corporation existing under the Swedish Companies Act.

"BAB Shares" means ordinary shares in the capita! of BAB.

"Board of Directors" means the board of directors of the Corporation.

"Boliden" means the Corporation and its subsidiaries.

"Boliden AB Pro Forma Financial Information" means the unaudited pro forma Consolidated balance sheet of BAB as at December 31, 2000 and September 30, 2001 and the unaudited pro forma consolidaled statements of operations and cash flows of BAB for the year ended December 31, 2000 and the nine months ended September 30, 2001, tagether with the auditors' compilation report thereon and the notes thereto and certain selected financial ratios, a copy of which is attached to this Circular as Schedule l.

"Boliden Group" means the Boliden group of companies.

"Boliden Limited Financial Statements" means (a) the audited consolidated balance sheet of the Corporation as at December 31, 2000 and December 31, 1999 and the audited consolidated statements of operations and cash flows of the Corporation for each of the years in the three-year period ended December 31, 2000, together with the auditors' report thereon and the notes thereto, a copy of which is attached to this Circular as Schedule G-1 and (b) the unaudited consolidated balance sheet of the Corporation as at September 30, 2001 and the audited consolidated balance sheet of the Corporation as at December 31, 2000 and the unaudited Consolidated statements of operations and cash flows of the Corporation for the three months ended September 30, 2001 and September 30, 2000 and the nine months ended September 30, 2001 and September 30, 2000, tagether with the notes thereto, a copy of which is attached to this Circular as Schedule G-2.

"BRI" means Boliden Redorniciliation Inc., a corporation existing under the CBCA.

"Business Day·" means a day other than a Saturday or Sunday or a day on which banks are not open for business in Stockholm, Sweden and Toronto, Canada.

"Canadian GAAP" means generally accepted accounting principles as applied in Canada.

"Capital Reorganization" means the capita! reorganization part of the Arrangement pursuant to which the Redeemable Shares and the Exchangeable Shares are created and the Common Shares outstanding after the Consolidatian are converted into Redeemable Shares and Exchangeable Shares on the basis of one Redeemable Share and one Exchangeable Share for each Common Share.

"CBCA" means the Canada Business C arporations Act.

"CDS" means The Canactian Depository for seeurities Lirnited, the Canactian central seeurities depository and clearing organization.

"CDS Participant" means a participant in the seeurities depository and clearing system maintained by CDS (eg, a bank, trust company or seeurities dealeror broker).

"Circular" means this management information circular, including the Notice and the schcdules attached to this circular.

"Common Sbareholders" means holders of Common Shares, excluding SDR Holders.

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"Common Shares" rueans common shares in the capital of the Corporation.

"Computershare" rueans Computershare Trust Company of Canada.

"Consolidation" rueans the consolidatian part of the Arrangement pursuant to which the number of Common Shares outstanding after the Conversion is Consolidated into a smaller number of Common Shares on a 20 for one basis.

"Conversion" means the preferred share conversion part of the Arrangement pursuant to which the outstanding Preferred Shares are converted into Common Shares on the basis of 37.75 Common Shares for each Preferred Share.

"Corporation" rueans Boliden Limited, a corporation existing under the CBCA, before and after the Amalgamation, as the case may be.

"Court" means the Ontario Superior Court of Justice.

'' Dissent Right'' rueans the right of a Shareholder to dissent from the Arrangement Resolution in accordance with the dissent procedures described under " Dissent Rights" in this Circular.

"Dissenting Sbareholder" rueans a Shareholder who dissents from the Arrangement Resolution in accordance with the dissent proeectures described under " Dissent Rights" in this Circular.

"Effective Date" means December 5, 2001 or such other date as the Board of Directors may select.

"Effective Time" means 9:30 a.m. (Swedish time) on the Effective Date.

"Exchange" means the exchange part of the Arrangement pursuant to which the outstanding Exchangeable Shares are transferred to BAB in exchange for BAB Shares on the basis of 0.07 of a BAB Share for each Exchangeable Share.

"Exchangeable Shares" means exchangeable shares in the capital of the Corporation created pursuant to the Capital Reorganization. The Exchangeable Shares will be transferred to BAB at the direction of the Corporation

in exchange for BAB Shares on the basis of 0.07 of a BAB Share for each Exchangeable Share.

"Final Order" means the final order of the Court approving the Arrangement

"Interim Order" means the interim order of the Court dated October 26, 2001, as amended or supplemented from time

to

time, providing for the calling, holding and conduct of the Meeting and certain other procedural matters in respect of the Arrangement, a copy of which is attached to this Circular as Schedule C.

"ITA" means the Income Tax Act (Sweden).

"Meeting" means the special meeting of the Shareholders to be held in Room 202B of the Metro Toronto Convendon Centre, 255 Front Street West, Toronto, Ontario, Canada on Thursday, November 29, 2001 at 10:00 a.m. (Toronto time), and any adjournment thereof.

"NM Rothschild & Sons" means NM Rothschild & Sons (Australia) Limited.

"Notice" means the notice of the Meeting accompanying this Circular.

"Notice of Application for Final Order" means the notice of application to the Court for the Final Order, a copy of w hi ch is attached to this Circular as Schedule D.

"Plan of Arrangement" means a plan of arrangement under Section 192 of the CBCA substantially in the form attached as Appendix l to the An·angement Agreement, as amended or supplemented from time to time in accordance with its terms or at the discretion of the Court in the Final Order.

"Preferred Sbareholders" rueans holders of Preferred Shares.

"Preferred Shares" means 5% cumulative convertible redeemable preferred shares, series l, in the capita! of the Corporation.

"Record Date" rueans December 7, 2001 or such other date as the Board of Directors ma y select.

"Redeernable Shares" means redeemable shares in the capita! of the Corporation created pursuant to the

Capital Reorganization. The Redeemable Shares will be redeemed by the Corporation for a per share redemption

price equal to the fair market value of 0.93 of a BAB Share at the time of Redemption.

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"Redemption" means the redemption part of the Arrangement pursuant to which the outstanding Redeemable Shares of the Corporation are redeemed and the Corporation pays the per share redemption price by delivering 0.93 of a BAB Share for each Redeemable Share.

"SDR" means a Swedish depository receipt representing one Common Share.

"SDR Holders" means holders of SDRs.

"SEB" means Skandinaviska Enskilda Banken AB (publ).

"Securities Act" means the seeurities Act (Ontario).

"Shareholderstt means Common Shareholders, SDR Holders and Preferred Shareholders.

"Swedish Companies Actt' means the Swedish Campanies Act (1975:1385).

"Swedish GAAP" means generally accepted accounting principles as applied in Sweden.

"Tax Act" means the lncome Tax Act (Canada).

"VP Accountt' means an individual seeurities account in the register of holders maintained by VPC.

"VPC" means VPC AB, the Swedish central seeurities depository.

"WM-data" means WM-data AB (publ).

FOREIGN CURRENCY AND ACCOUNTING PRINCIPLEs

In this Circular, all references to "C$" are to Canactian dollars, all references to "SEK" are to Swedish kronor and all references to "U.S. dollars" or "U.S.$" are to United States dollars.

The Boliden Limited Financial Statements are reported in U.S. dollars and have been prepared in accordance with Canactian GAAP. The Boliden AB Pro Forma Financial Information is reported in SEK and has been prepared in accordance with Swedish accounting practice using Swedish GAAP.

For a summary of the significant differences between Canactian GAAP and Swedish GAAP, see "Summary of Significant Differences Between Canactian GAAP and Swedish GAAP".

The following table sets out the rates of exchange for SEK per U.S.$ and C$ per U.S.$ in effect at the end of the periods indicated and the average rates of exchange for the periods indicated used in the transtation of such currencies into U.S. dollars by the Corporation.

Rate at end of period ... . ... .•• .. ..

A verage rate for period . . . . ^'.' ^. ^. ^. ^.... ^. ^....

Nine Months Ended September 30,

2001 2000

SEK10.68 SEK9.62 C$1.58 C$1.51 SEK10.36 SEK8.92 C$1.54 C$1.47

Year Ended December 31,

2000 1999 1998

SEK9.66 SEK8.52 SEK8.06

C$1.50 C$1.44 C$1.53

SEK9.16 SEK8.26 SEK7.95

C$1.49 C$1.48 C$1.48

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SUMMAR Y

The following is a summary of, and is qualified in its entirety

by,

the more detailed information contained in this Circular.

The Meeting

The Meetingwill be heldin Room 202B of the Metro Toronto Conventian Centre, 255 Front Street West, Toronto, Ontario, Canada on Thursday, November 29, 2001 at 10:00 a.m. (Toronto time) for the purpose of considering the Arrangement and voting on the Arrangement Resolution.

Tbi! Arraugemi!nl

If

approved by the Shareholders and implemented, the Arrangement will result in:

(a) conversion-the conversion of the outstanding Preferred Shares into Common Shares on the basis of 37.75 Common Shares for each Preferred Share;

(b) consolidation - the consolidatian of the Common Shares outstanding after the Conversion into a smaller number of Common Shares on a 20 for one basis; and

(c) exchange- the exchange of the Common Shares outstanding after the Consolidatian for BAB Sbares on the basis of one BAB Sbare for each Common Sbare.

Purpose of Arrangement

The primary purpose of the Arrangement is to change the darnieile of the public company parent of the Boliden Group from Canada to Sweden. This "redorniciliation'' is intended to align the domicile of the public company parent of the Boliden Group with the primary trading market for its shares, the country of residence of a significant majority of its shareholders and the location of a majority of its operations.

Background to the Arrangement and Recommendation of the Board of Directors

In May 2001, the Corporation expressed its intention to consicter and, if warranted, carry out a redorniciliation after completion of certain equity offerlogs and refinancing transactions (see "Information Relating to BolidenLimited-Recent Developments") and a review by the Corporation of the tax, accounting and other consequences of the redomiciliation on the Corporation and Shareholders. The equity offerlogs and refinancing transactions were completed in August 2001. On September 6, 2001, the Board of Directors decided to convene a meeting of Shareholders to consider a redomiciliation implemented by way of plan of arrangement under the CBCA.

On

October 24, 2001, the Board of Directors approved the Arrangement, the Arrangement Agreement and the transactions contemplated thereby.

The Board of Directors bas onanimonsly concluded that the Arrangement is in the best interests of the Corporation and Sharebolders and is fair to Shareholders. The Board of Directors recommends that Shareholders vote in favour of the Arrangement Resolution. See "Recommendation of the Board of Directors'' for a summary of the factors considered by the Board of Directors in reaching its conclusion.

Details of the Arrangement

The Arrangement consists of the Amalgamation, Conversion, Consolidation, Capital Reorganization, Redemption and Exchange, each of which is summarized below.

Amalgamation

The Corporation and its wholly-owned subsidiary, BRI, will amalgamat e under the CBCA and contirrue as one corporation under the name Boliden Lirnited. On the Amalgamation, the issued and outstanding shares of BRI will be cancelled and the issued and outstanding shares of the arnalgamated corporation will consist of the Common Shares and the Preferred Shares.

No seeurities will be issued by the amalgamated corporation in connection with the Amalgamation.

Conversion

The outstanding Preferred Shares will be converted into Common Shares on the basis of 37.75 Common

Shares for each Preferred Share.

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No certificates representing Common Shares will be issued to Preferred Shareholders on the Conversion.

The share certificates representing the Preferred Shares will

be

deemed to represent the Common Shares into which the Preferred Shares are converted.

Consolidation

The number of Common Shares outstanding after the Conversion will be consolidated into a smaller number of Common Shares on a 20 for one basis.

No certificates representing consblidated Common Shares will be issued. The share certificates representing Common Shares and Preferred Shares will

be

deemed to represent consolidated Common Shares.

Capita/ Reorganization

The Artides of the Corporation will be amended:

(a) to create the Redeemable Shares;

(b) to create the Exchangeable Shares; and

(c) to convert the Common Shares outstanding after the Consolidatian into Redeemable Shares and Exchangeable Shares on the basis of one Redeemable Share and one Exchangeable Share for each Common Share.

No certificates representing Redeemable Shares and Exchangeable Shares will be issued. The share certificates representing Common Shares will be deemed to represent the Redeemable Shares and the Exchangeable Shares into which the Common Shares are converted.

After the Capital Reorganization, the authorized share capita! of the Corporation will consist of the Redeemable Shares and the Exchangeable Shares.

Redemption

The Redeemable Shares will be redeemed and the Corporation will deliver to the holders thereof in satisfaction of the pershare redemption price 0.93 of a BAB Share for each Redeemable Share.

As a result of the Redemption, the Corporation will cease to be a BAB shareholder and all the BAB Shares held by the Corporation will be held by the Shareholders.

Exchange

The Exchangeable Shares will be transferred to BAB in exchange for newly-issued BAB Shares on the basis of 0.07 of a BAB Share for each Exchangeable Share.

As a result of the Exchange, the Corporation will become a wholly-owned subsidiary of BAB.

Effect of Arrangement

Upon completion of the Arrangement, the shareholders of the Corporationwill be shareholders of BAB, the Corporation will be a wholly-owned subsidiary of BAB and will no longer be a public company and BAB will be the parent company of the Boliden Group and a _ public company. The Arrangement willnot result in any other change in the business, assets and tiabillties or operating management of the Boliden Group.

The Arrangement will also result in the conversion of the Preferred Shares into Common Shares and the

consolidation of the Common Shares into a smaller number of Common Shares. Upon completion of the

Arrangement, approx.imately 85.8 million BAB Shares will be outstanding, of which approximately 10% will be

held by the former Preferred Shareholders. Application has been made to

list

the BAB Shares on the Stockholm

and Toronto stock exchanges (see "Stock Exchange Listings and Ongoing Reporting Requirements" below).

(14)

The effect of the Arrangement is illustrated by the following diagram:

Before Anangement After Arrangement

Public Shareholders Public Silareholders

(ho/ding Common Shares, SDRs (ho/ding BAB Shares)

and Preferred Shares)

l l

Boliden Limited BolidenAD

(Canadian holding company) (Swedish holding company)

l

Boliden Group BolidenAD

campanies bolding (Swedish

Canadian and holding company)

Spanish assets

Boliden Group campanies holding

Swedish and fabrication assets

Approvals and Other Conditions Shareholder Approvals

"

l

Boliden Limited Boliden Group

(Catu~dian campanies holding holding company) Swedish and

fabrication assets

Boliden Group campanies holding

Canadian and Spanish assets

To become effective, the Arrangement Resolution must be passed, with or without amendment, by at !east two-thirds of the votes east, in person or by proxy, at the Meeting by (a) all Shareholders voting tagether as a class on the basis of one vote per Common Sbare (or SDR) and 11 votes per Preferred Share and

(b)

Preferred Shareholders voting separately as a class on the basis of one vote per Preferred Share.

Trelleborg AB has advised the Corporation that its current intention is to vote in favour of the Arrangement Resolution. Trelleborg AB currently owns, directly or indirectly, 3,821,620 Preferred Shares and 42,468,843 Common Shares and SDRs representing approximately 5% of the votes that may be east by all Shareholders and 82% of the votes that may be east by Preferred Sbareholders at the Meeting. Upon completion of the Arrangement, Trelleborg AB will indirectly own 9,336,749 BAB Shares representing approximately 11% of the outstanding BAB Shares.

Court Approval

To become effective, the Arrangement must be approved by the Court.

The Interim Order provides for the calling of the Meeting and certain other procedural matters related to the Meeting.

If

the Arrangement Resolution is passed by the Shareholders at the Meeting, a hearing for the Final Order is scheduled to take place before the Court at 393 University Avenue, Toronto, Ontario, Canada on Friday, November 30, 2001 at 10:00 a.m. (Toronto time). Any Shareholder has the right to appear at the hearing and present evidence or argument, subject to filing notice of its intention to do so in accordance with the Interim Order. In deciding whether to grant the Final Order, the Court will consider, among other things, the fairness and reasonableness of the Arrangement

Other Conditions

The implementation of the Arrangement is subject to the satisfaction of certain conditions on or before the Effective Date. These conditions include:

(a) approval of the BAB Shares for listing on the Stockholm Exchange;

(b)

consent of the tenders under Boliden' s credit facilities;

(c) receipt of all domestic and foreign regulatory consents and approvals;

(d) no order or decree of a court or governmental authority and no Iaw or regulation being made, issued or applied for to cease trade or prohibit the Arrangement;

(e) no prohibition at law against completing the Arrangement; and

(15)

(f)

holders of not more than 5% of the Common Shares and SDRs and not more than 5% of the Preferred Shares exercising their Dissent Rights.

Stock Exchange Listings and Ongoing Reporting Requirements

Application has been made to list the BAB Shares on the O-list of the Stockbolm Exchange and on the Toronto Stock Excbange.

Upon completion of the Arrangement, BAB will be a reporting issuer in certain of the provinces of Canada.

Holders of BAB Shares will receive annual reports and other shareholder information prepared by BAB in accordance with Swedish requirements and consolidated financial statements of BAB reported in SEK and prepared in accordance with Swedish GAAP. BAB intends to apply to Canactian seeurities regulatory authorities for exemptions from the Canadian continuous disciasure requirements to the extent that those requirements differ from Swedish continuous disciasure requirements.

Upon completion of the Arrangement, the Corporation will be a wholly-owned subsidiary of BAB and the seeurities of the Corporation will be delisted from the Stockholm Exchange and the Toronto Stock Exchange. In addition, the Corporationwill apply to Canactian seeurities regulatory authorities to cease to be a reporting issuer.

Mechanics Relating to Delivery of BAB Shares and Treatment of FractionaJ BAB Shares

No certifkales will be issued representing the BAB Shares delivered to Shareholders pursuant to the Arrangement The BAB Shares delivered to Shareholders pursuant to the Arrangement will be refl.ected in the register of holders maintained by VPC in accordance with Swedish legal requirements and market practice.

SDR Holders

SDR Holders will receive one BAB Share for every 20 SDRs held by them at the close of business on the Record Date.

The ownership of the BAB Shares received by the SDR Holders will be refl.ected in the register of holders maintained by VPC.

SDR Holders will not receive fractional BAB Shares. Instead, the fractional BAB Shares to which SDR Holders would otherwise be entitled will be aggregated and sold by SEB on the Stockholm Exchange in a centralized process at market prices. The proceeds from the sale process will be divided pro rata among the SDR Holders otherwise entitled to fractional BAB Shares and payment will be made to their yield accounts or by cheque. Payment is expected to be made d urin g the seeond hal f of December 200 l. No commission is payable to SEB in respect of the sale process.

SDR Holders whose SDRs are registered in the name of a nominee will be treated in accordance with the nominee's normal practices and procedures.

Common Shareholders and Preferred Shareholders

Common Shareholders will receive one BAB Share for every 20 Common Shares held at the close of business on the Record Date. Preferred Shareholders will receive 1.8875 BAB Shares for each Preferred Share held at the close of business on the Record Date.

The ownership of the BAB Shares received by Common Shareholders and Preferred Shareholders who hold their Common Shares or Preferred Shares through a CDS Participant will be reftected in a VP Account established for CDS, as depository for its participants. The ownership of the BAB Shares received by Common Shareholders and Preferred Shareholders who do not hold their Common Shares or Preferred Shares through a CDS Participant and who do not have their own VP Accounts will be reftected in a VP Account of SEB on behalf of such Common Shareholders and Preferred Shareholders.

Common Shareholders and Preferred Shareholders will not receive fractional BAB Shares. Instead, the fractional BAB Shares to which Common Shareholders or Preferred Shareholders would otherwise be entitled will be cancelled.

Based on a list of registered holders of SDRs dated September 28, 2001 and lists of registered holders of Common Shares and Preferred Shares dated September 30, 2001, the Corporation has determined that the aggregate number of fractional BAB Shares towhich each group of Shareholders would be entitled is as follows:

SDR Holders- 16,792, Common Shareholders- 51 and Preferred Shareholders- 13. The Corporation has

(16)

determined that the administrative costs of selling the fractional BAB Shares to which Common Shareholders and Preferred Shareholders would otherwise be entitled would exceed the sale proceeds.

The Corporation recommends that Common- Shareholders and Preferred Shareholders who intend to contirrue as shareholders of BAB after the Arrangement open an account with a CDS Participant before the Record Date

if

they do not currently hold their Common Shares or Preferred Shares through a CDS Participant.

See "Further Details of Mechanics for Common Sharebolders and Preferred Shareholders"

Canadian Federal Income Tax Considerations Residents of Canada

In general, a Shareholder who holds Preferred Sbares or Common Shares as capita! property will not realize a capita! gain or a capita! loss on the Amalgamation, Conversion, Consolidatian or Capita! Reorganization. The aggregate adjusted cost base of the Shareholder's shares of the Corporation immediately after the Amalgamation, Conversion, Consolidatian or Capita! Reorganization will be equal to the aggregate adjusted cost base of the Shareholder's shares immediately before the Arnalgamation, Conversion, Consolidatian or Capita!

Reorganization. In the case of the Capital Reorganization, the aggregale adjusted cost base should be allocated as to 93% to the Redeemable Shares and as to 7% to the Exchangeable Shares.

On the Redemption and the Exchange, a Shareholder will realize a capita! gain (or a capita! loss) equal to the amount by which the value of the BAB Shares received on the Redemption or Exchange exceeds (or is less than) the adjusted cost base of the Shareholder's Redeemable Shares or Exchangeable Shares, as the case may be.

The amount of any such capitalloss realized by a Shareholder may be reduced by the amount of any dividends received by the Shareholder on Preferred Shares in accordance with the detailed rules in the Tax Act.

So Iong as they are listed on the Stockholm Exchange or the Toronto Stock Exchange, the BAB Shares will be "qualified investments" for trusts governed by registered retirement savings plans, registered education savings plans, registered retirement income funds and deferred profit sharing plans. The BAB Shares, however, will be ''foreign property'' for the purposes of the penalty

tax

imposed by Part IX of the Tax Act on deferred income plans, registered investments and certain other tax-exempt entities, including most registered pension funds or plans.

Non-Residents of Canada

Shareholders who are resident in Sweden and not resident in Canada for the purposes of the Canada-Sweden tax treaty and who hold their shares of the Corporation as capita! property will not generally be subject to Canadian tax on any capita! gain realized as a result of the Arrangement

See "Canadian Federal Income Tax Considerations".

Swedish Tax Considerations

In general, a holder of Common Shares who is fiscally dorniciled in Sweden will realize an aggregate capita!

gain or capita! loss as a result of the Arrangement that will generally be equal to the difference between the fair market value of the BAB Shares received on the Arrangement and the tax base of the Common Shares. It is not clear whetber a tax deferral in accordance with Chapter 49 of the ITA will be available for any capital gain that may be realized as a result of the Arrangement and w hen any capitailasses that may be realized as a result of the Arrangement will be deductible. An application for an advance tax ruling has been subrnitted to the Council for Advance Tax Rulings to clarify the tax consequences of the Arrangement Shareholders will be advised of the contents of this ruling by way of press release. See "Swedish Tax Considerations".

Dilution and Other Investment Considerations

The percentage equity interests of holders of Common Shares will

be

diluted by the Conversion which will result in the issuance of 175,543,087 additional Common Sbares (based on a list of Preferred Shareholders dated October 24, 2001). After the Conversion, the Preferred Shareholders will own approximately 10% of the outstanding Common Shares. The conversion rate for the Conversion is greater than the conversion rate at which Preferred Shareholders are currently entitled to convert their Preferred Shares into Common Shares. See

"Background to the Arrangement" and "Recommendation of the Board of Directors" .

Shareholders should also consider the other investrnent considerations described under "Investrnent

Considerations' ' .

(17)

Dissent Rights

Under the terms of the Interim Order, Shareholders have the right to dissent in respect of the Arrangement Resolution. See " Dissent Rights".

Information Relatiog to the Corporation and BRI

The Corporation and BRI are corporations govemed by the CBCA. The registered offices of the Corporation and BRI are at 145 King Street West, Suite 1000, Toronto, Ontario, Canada, M5H 118.

The Corporation was formed in 1997. In June and July 1997, the Corporation acquired all the outstanding shares of the then Boliden Group and completed an initial public offerlog by way of secondary offering of Common Shares. The Common Shares and the Preferred Shares are Iisted on the Toronto Stock Exchange. The SDRs are Iisted on the Stockholm Exchange. BRI was formed in 2001

to

facilitate the Arrangement

The Corporation is currently the parent company of the Boliden Group. After completion of the Arrangement, the Corporation will be a wholly-owned subsidiary of BAB.

During 2001, the Corporation completed the sale of its interests in the Norzink zinc smelter and refinery and the Lomas Bayas SX-EW capper project, U.S.$243 million of equity offerings and the refinancing of certain of its credit facilities and the losses incurred on the rnaturity or closing out of foreign currency hedge contracts under its former hedge program. These developments and other information relating to the Cörporation are described under " Information Relating to Boliden Limited".

Information Relating to the Boliden Group

The Boliden Group is engaged in mining, processing and selling ruetals and mineral products, principally zinc and copper. Other metals and mineral products include gold, lead, silver and sulphuric acid. The Boliden Group has rnining, rnilling and processing operations in Sweden and Canada and smelting and refining operations in Sweden, including the Rönnskär metallurgical camplex which

has

a capacity of 240,000 tonnes of copper cathode per year. In addition to its minerals business, the Boliden Group is engaged in the fabrication and sale of copper tubing and brass products with productian facilities in Belgiurn, the Netherlands, Sweden and the United King dom.

The following is a brief description of the continning operations of the Boliden Group:

Mining and Milling

• Aitik Operations ("Aitik") (Sweden)- mirres and mills copper ores to produce copper concentrates.

• Boliden Area Operations ("BAO") (Sweden) - mines and milis polymetallic ores to produce zinc, copper, copper/gold and lead concentrates.

• Garpenberg Operations (''Garpenberg'') (Sweden)- minesand rnills polymetallic ores to produce zinc, copper/precious metals and lead concentrates.

• Myra Falls Operations ("Myra Falls") (Canada)- mirres and milis polymetallic ores to produce zinc and copper/precious metals concentrates.

Smelting and Refining

• Rönnskär Metallurgical Camplex ("Rönnskär") (Sweden) - smelts and refines copper, copper/gold, gold and lead concentrates from BAO, Garpenberg and Aitik and third parties and processes, smelts and refines secondary materials from third parties. Currently, approximately one-third of capper concentrate feed to Rönnskär is sourced from Aitik, BAO and Garpenberg. The balance is purchased at market rates from third parties with whom Rönnskär has tong-standing relationships.

• Boliden Bergsöe AB ("Bergsöe") (Sweden)- processes, smelts andrefines secondary materials from third parties (spent lead-acid batteries collected under the Swedish Returhatt System and purchased from third parties).

Fabrication

• Capper Division (Belgium and Sweden) - fabricates and sells copper tubing.

(18)

• Brass Division (the Netherlands, Sweden and the United Kingdom) - fabricates and sells brass products.

Contained metal productian at the Boliden Group' s continning mining operations for 2000 and for the nine months ended September 30, 2001 was as follows:

Zinc (tonnes)

(1)(3)

Copper (tonnes)

(1)(2)

Lead (tonnes)

(1)(3) ..

Gol d ( ounces) . . . Silver (OOOs ounces)

(1)(3) Notes:

• t o • • • • • • • • • • t • • • • • • •• • •• • •

Nine Montbs Ended September 30, 2001

111,924 67,819 13,695 121,849 5,789

Year Ended December 31, 2000

140,572 95,361 17,347 138,683 7,793

\Il Excludes production from Los Frailes. Boliden Apirsa SL discontinued operations at Los Frailes in September 2001.

(2) Excludes production from Lomas Bayas. In July 2001, Boliden soldits interest in Compaiifa Minera Lomas Bayas, the owner of Lomas Bayas, with effect from January l, 2001.

(3) Excludes production from Laisvall. Boliden Mineral AB will discontinne production at Laisvall in the fourth quarter of 2001.

Metal production at the Boliden Group's continuing smelters for 2000 and for the nine months ended September 30, 2001 was as follows:

Smelter Rönnskär

Copper (tonnes) Lead (tonnes) ..

Zinc clinker (tonnes) • • • • . . • • . . • • •••••••••

Gold (kilos) ... . Silver (kilos) ... • Bergsöe

Lead alloys (tonnes) ... . ... . ••• ....

Information Relating to BAB

Nine Months Ended September 30, 2001

158,869 22,391 26,759 9,358 233,687 31,707

Y ear Ended December 31, 2000

133,118 30,699 31,141 8,640 359,535 47,399

BAB is a company govemed by the Swedish Companies Act. The principal office of BAB is at Kanalvägen 18, Upplands Väsby, Sweden, SE 194 61.

BAB was formed in 1947. From 1981 to 1999, BAB was a dormant company. In 1999, BAB became the holding company for the Boliden Group's Swedish and fabrication assets as a part of a restruetuTing of the Boliden Group.

BAB is currently a wholly-owned subsidiary of the Corporation. After completion of the Arrangement, BAB

will be the parent company of the Boliden Group.

(19)

Set out below are the names, municipalities of residence, positions held and principal occupations of the directors of BAB.

Name and Municipality of Residence Position HeJd

CARL BENNET . . . Director and Chairril.an Västra Frölunda, Sweden

GÖRAN COLLERT ...

Djursholm, Sweden

BENGT LöFKVIST

Uppsala, Sweden JAN JOHANSSON.

Bromma, Sweden

KJELL NILSSON ..

Mölnlycke, Sweden ANDERS SUNDSTRÖM Piteå, Sweden

Director

Director and Managing Director

Director

Director and Deputy Chairrnan

Principal Occupation

Chairrnan of the Board of Blanders AB (publ), Getinge Industrier AB (publ) and Sorb Industri AB Chairman of the Board of FöreningsSparbanken AB (publ) Corporate Director

President and Chief Executive Officer, Boliden Limited and Managing Director, Boliden AB

Corporate Director

Chairrnan of the Board of Sparbanken Nord AB

After completion of the Arrangement, the senior officers of the Corporationwill become officers of BAB.

Boliden AB Pro Forma Financial Information

The Boliden AB Pro Forma Financial Information attached to this Circular as Schedule I has been prepared to satisfy the requirements of Swedish market practice primarily with respect to the application to list the BAB Shares on the O-list of the Stockholm Exchange.

The Boliden AB Pro Forma Financial Information sets out certain unaudited financial information for BAB as at and for the year ended December 31, 2000 and as at and for the nine months ended September 30, 2001, adjusted to give effect to the Arrangement and certain asset dispositions, equity offerings and refinancings carried out by Boliden during 2001 using the assumptions set out therein.

The Boliden AB Pro Forma Financial Information has been prepared in accordance with Swedish accounting practice using Swedish GAAP which differs in certain respects from Canactian GAAP. See

"Summary of Significant Differences Between Canadian GAAP and Swedish GAAP" .

Treatment oj Hedging Losses

One of the significant differences between Canactian GAAP and Swedish GAAP for Boliden relates to losses incurred on hedge contracts closed out before maturity. See "Summary of Significant Differences Between Canactian GAAP and Swedish GAAP- Foreign Currency Transactions".

The Corporation has incurred losses on closing out foreign currency hedge contracts before maturity. In the

Boliden AB Pro Forma Financial Information, these losses have been fully recognized. In the Boliden Limited

Financial Statements, U.S.$102 million of these losses have been deferred as at September 30, 2001 and are

included in "Deferred expenses and other assets" in the unaudited Consolidated balance sheet of the Corporation

as at September 30, 2001. This is the primary reason for the difference between the shareholders' equity of the

Corporation shown in the unaudited Consolidated balance sheet of the Corporation as at September 30, 2001 and

the pro forma equity of BAB shown in the unaudited Consolidated pro forma balance sheet of BAB as at

September 30, 2001.

(20)

Asset Revaluation

Another signitkant difference between Canadian GAAP and Swedish GAAP is that, under certain circumstances, Swedish GAAP also pennits the carrying value of fixed assets to be increased. See "Summary of Significant Differences Between Canadian GAAP and Swedish GAAP- Asset Impairments and Revaluations''.

The Corporation belleves that certain of its assets may be undervalued on its books by an amount at least

equal to the write-down taken in the third quarter of 2001 in respect of Myra Falls. See ' 'Information Retating to

Boliden Limited-Recent Developments- Operating Matters - Myra Falls''. BAB is currently examining the

possibility of an increase in the carrying value of certain assets at the end of 2001 after completion of the

Arrangemen t.

BOLIDEN REDOMICILIATION INC. AND BOLIDEN AB

(!> bo/iden

ARRANGEMENTINVOLVING

BOLIDEN LIMITED,

BOLIDEN REDOMICILIATION INC. AND BOLIDEN AB

NOTICE OF SPECIAL MEETING

OF

SHAREHOLDERS OF BOLIDEN LIMITED

AND

MANAGEMENT INFORMATION CIRCULAR

OCTOBER 26, 2001

TABLE OF CONTENTS

5 2

<:)bo/iden

October 26, 200 l Dear Shareholder,

(a) conversion - the conversion of the outstanding preferred shares of the Corporation into common shares of the Corporation on the basis of 37.75 common shares for each preferred share;

(b) consolidatian - the consolidatian of the common shares of the Corporation outstanding after the conversion into a smaller number of common shares on a 20 for one basis ; and

(c) exchange - the exchange of the common shares of the Corporation outstanding after the consolidatian for ordinary shares of BAB on the basis of one ordinary share for each common s hare.

Upon completion of the Arrangement, BAB will have outstanding approximately 85.8 million ordinary shares, of which approximately 10% will be held by the former preferred shareholders. Application has been made to list the ordinary shares of BAB on the Stockholm and Toronto stock exchanges.

The arrangement is being implemented by way of plan of arrangement under the Canada Business Corporations Act. The details of the arrangement are described in the accompanying management information circular.

The board of directors of the Corporation has unanimously deterrnined that the arrangement is in the best interests of the Corporation and its shareholders and recommends that you vote in favour of the special resolution.

If you do not plan to attend the Meeting in person, please complete, date and sign and return the accompanying form of proxy in accordance with the instructions contained in the accompanying management information circular.

Yours truly,

President and Chief Executive Officer

QUESTIONS AND ANSWERS The Arrangement

What is an arrangement?

An arrangement is a type of transaction permitted under the Canada Business Corporations Act. lt is typically used where a single transaction invalves a number of steps which must occur in a prescribed order in order to be effective.

What is the Arrangement?

The arrangement being proposed (the "Arrangement") invalves Boliden Limited, a Canactian company, and its wholly-owned subsidiaries, Boliden Redorniciliation Inc., a Canactian company, and Boliden AB, a Swedish company.

approved by the shareholders and implemented, the arrangement will result in:

(a) conversion - the conversion of the outstanding preferred shares of Boliden Limited into common shares of Boliden Limited on the basis of 37.75 common shares for each preferred share;

(b) consolidatian - the consolidation of the common shares of Boliden Limited outstanding after the conversion into a smaller number of common shares on a 20 for one basis; and

(c) exchange - the exchange of the common shares of Boliden Lirnited outstanding after the consolidatian for ordinary shares of Boliden AB on the basis of one ordinary share for each common share.

What is the purpose of the Arrangement?

What is the effect of the Arrangement?

The directors of Boliden AB are residents of Sweden. Meetings of shareholders of Boliden AB will take place in Sweden.

Shareholders of Boliden AB will receive annual reports and other shareholder information prepared in

accordance with Swedish requirements and consolidated financial statements reported in SEK and prepared in

accordance with Swedish GAAP. The differences between Canactian GAAP and Swedish GAAP are summarized

in the accompanying management information circular under "Summary of Significant Differences Between

Canadian GAAP and Swedish GAAP''. Boliden AB intends to apply to Canadian seeurities regulatory authorities

for exemptions from the Canactian continuous disciasure requirements to the extent that those requirements differ

from Swedish continuous disclosure requirements.

f '

Wherewill the ordinary shares of Boliden AB trade?

Application has been made to list the ordinary shares of Boliden AB on the O-list of the Stockholm Exchange and the Toronto Stock Exchange.

What are the tax consequences of the Arrangement?

Canadian Resident Shareholders

In general, a shareholder of Boliden Limited who is a resident of Canada for Canadian income

Swedish Resident Shareholders

is not clear whether a

Shareholders who are resident in Sweden and not in Canada for the purposes of the Canada-Sweden tax treaty and who hold their shares of Boliden Limited as capita! property will not generally be subject to Canactian tax on any capita! gain realized as a result of the Arrangement.

What conditions must be me t in order for the Arrangement to be come e ffective?

preterred shareholders voting separate! y as a dass, with each preterred shareholder having one vote per preterred share. There are currently 1,540,689,675 common shares (including common shares represented by SDRs) and 4,650,148 preterred shares outstanding.

The Arrangement is also subject to the satisfaction of certain conditions, including approval of the listing of

the ordinary shares of Boliden AB on the Stockholm Exchange and the consent of the lenders under Boliden

Lirnited's credit facilities.

How do l arrange to vote in respect of the Arrange ment?

Shareholders of record on October 24, 2001 are entitled to attend the special meeting of shareholders and vote in person. They are also entitled to vote by proxy by delivering a properly completed form of proxy in accordance with the following instructions:

(a) in the case of holders of SDRs, the completed proxy must be delivered to WM-data, Svarspost, Kundnummer 122 078 706, SE-171 20 Solna, Sweden before 5:00 p.m. (Swedish time) on

Wednesday, November 28, 2001; and ,

(b) in the case of holders of common shares and preferred shares, the completed proxy must be delivered to Computershare Trust Company of Canada, Proxy Department, l 00 University Avenue, 11th Floor, Toronto, Ontario, Canada, MSJ 2Yl before 5:00p.m. (Toronto time) on Wednesday, November 28, 2001.

Why are preferred shareholders entitled to vote with common shareholders?

votes per preferred share.

What are dissent rights?

Mechanics Retating to Delivery of Boliden AB Ordinary Shares What will SDR holders receive?

Upon completion of the Arrangement, SDR holders will receive one ordinary share of Boliden AB for every 20 SDRs held at the close of business ontherecord date for the Arrangement

Certiticates for Boliden AB ordinary shares will not be issued. The ownership of the Boliden AB ordinary shares will be refiected in the register of holders maintained by VPC, the Swedish central seeurities depository.

Payment

expected to be made during the seeond half of December 2001. No commission is payable to SEB in respect of the sale process.

The table below provides illustrative examples for SDR holders.

SDRs held on record date for Anangement . . . . . • • • . • . • • • • • . . 20 BAB Shares held after Arrangement . . . . . . . . . . • . • . . . • • . . • . . • l Cash payment received for fractional shares .. . ... ...•... -

50

2 yes

10

yes

SDR holders whose SDRs are registered in the name of a nominee will be treated in accordance with the nominee's normal practices and procedures.

Whatwill common skareholders and preferred shareholders receive?

Upon completion of the Arrangement, common shareholders will receive one ordinary share of Boliden AB

for every 20 common shares, and preferred shareholders will receive 1.8875 ordinary shares of Boliden AB for