Corporate Governance

Committed to the continuous improvement of our business, we have adopted best governance practices to ensure transparency, fairness, accountability, and corporate responsibility. We consider these to be fundamental principles to enable results that maximize value creation and harmonize our stakeholders’ diverse interests.

Our corporate governance model aims to facilitate the flow of information among our executives and other key individuals in our management team, specifically the Board of Directors, advisory committees, and executive boards. Our model ensures that corporate governance principles are consistently applied throughout our organization.

We recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value. Therefore, our policies and practices include adoption of a formal mandate for the Board of Directors and the appointment of key committees that have independent representation and leadership, including an Audit Committee entirely comprised of independent members; a Compensation Committee; and a Governance and Finance Committee. (Each committee’s responsibilities are detailed below.)

Going Public

In late October, we completed the process for the company’s Initial Public Offering (IPO), which was placed on the stock exchanges of Toronto (TSX), in Canada, and the New York Stock Exchange (NYSE), in the United States. Simultaneously, we launched our new brand, Nexa, which was born from the union between Votorantim Metais Holding (VMH), the leading zinc mining company in Brazil, and Milpo, a mining leader in Peru. GRI 102-10

The IPO’s main purpose was to contribute to the company’s capitalization, making possible new investments; furthermore, a large portion of the amount raised will be invested in both greenfield and brownfield mining projects. The offer’s total value was US$ 570 million, of which US$ 328 million constituted a primary offer and US$ 242 million was a secondary offer from Votorantim S.A. (VSA). With the new structure, our capital is now constituted as follows: 64.25% of our shares belong to VSA, while 35.75% are held by other stockholders.

As part of the IPO process, we organized roadshows in a series of cities in the United States, Canada, Switzerland, Peru, Brazil as well as in England, reaching approximately 180 potential investors interested in information regarding corporate strategy, competitive advantages, and performance, among other business data. To create more dynamism and transparency in our relationship with investors, both fixed income and equity investors, as well as other players in the financial market – such as analysts, rating agencies, regulators, and stock exchanges – we created an Investor Relations department, reporting to the Finance and Executive Board.

Capital Structure GRI 102-5

Post-IPO

64 .25%

35 .75%
Shares traded on
exchanges (free float)

Organizational structure GRI 102-5

Note 5: In September 2017, VM Holding S.A. changed its corporate name to Nexa Resources S.A. In addition, our Votorantim Metais – Cajamarquilla S.A., Votorantim Metais Zinco S.A. and Compañía Minera Milpo S.A. subsidiaries started the process to formally change their corporate names to Nexa Resources – Cajamarquilla S.A., Nexa Recursos Minerais S.A. and Nexa Resources Peru SSA, respectively. Changes in the corporate name of these subsidiaries remain subject to local regulatory approvals
Note 6: Nexa Resources holds a direct 0.17% equity interest in Milpo and an indirect 80.06% equity interest through CJM. 15.79% equity interest is publicly floated and the remaining 3.97% of equity interest pertains to treasury shares, Common shares in circulation; excludes investment shares.
Note 7: Nexa owns 100% of Pollarix ordinary shares and 33.3% of the total capital.