ANNUAL GENERAL MEETING OF SHAREHOLDERS

AND

EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 8, 2025, AT 3:00 P.M. LUXEMBOURG TIME AT THE REGISTERED OFFICE LOCATED AT 37A AVENUE J. F. KENNEDY, L-1855 LUXEMBOURG, GRAND DUCHY OF LUXEMBOURG 37A, Avenue J. F. Kennedy L-1855 Luxembourg, Grand Duchy of Luxembourg

Nexa Resources S.A.

R.C.S. Luxembourg B 185.489

April 2, 2025

Dear Shareholder,

You are cordially invited to attend the 2025 Annual General Meeting of Shareholders (the “Annual General Meeting”) of Nexa Resources S.A. (the “Company”) to be held at 3:00 p.m. Luxembourg time on May 8, 2025, and the Extraordinary General Meeting of Shareholders of the Company to be held immediately thereafter (the “Extraordinary General Meeting” and together with the Annual General Meeting, the “Meetings”), at the Company’s registered office located at 37A, Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg. Information concerning the matters to be considered and voted upon at the Meetings is set out in the attached Convening Notice and Proxy Statement.

The board of directors (the “Board of Directors” or the “Board”) has fixed the close of business (EDT) on March 27, 2025, as the record date for Meetings (the “Record Date”), and only holders of record of common shares at such time will be entitled to notice of or to vote at the Meetings or any adjournment(s) or postponement(s) thereof.

If you are unable to attend the Meetings or wish to be represented, please authorize a proxy to vote your common shares in accordance with the instructions you received. This will not prevent you from voting your common shares in person if you subsequently choose to attend the Meetings (subject to compliance with the procedures set forth in the Proxy Statement and the requirements under applicable law).

Please note that powers of attorney or proxy cards must be received by the tabulation agent (Computershare), no later than 6:00 p.m. Luxembourg time, 12:00 p.m. EDT, on May 2, 2025, in order for such votes to be taken into account.

As a shareholder of the Company, it is very important that you read the accompanying materials carefully and then vote your common shares promptly.

On behalf of the Board of Directors, we thank you for your continued support.

Sincerely,

Jaime Ardila Chair of the Board of Directors 37A, Avenue J. F. Kennedy L-1855 Luxembourg,

Nexa Resources S.A.

Grand Duchy of Luxembourg

R.C.S. Luxembourg B 185.489

Convening Notice to
the Annual General Meeting of Shareholders
and

the Extraordinary General Meeting of Shareholders
to be held on May 8, 2025, at 3:00 p.m. Luxembourg time
at the Company’s registered office located at 37A, Avenue J. F. Kennedy, L-1855
Luxembourg, Grand Duchy of Luxembourg

Dear Shareholders,

The Board of Directors of Nexa Resources S.A. (the “Company”) is pleased to invite you to attend the 2025 Annual General Meeting of Shareholders, to be held on May 8, 2025, at 3:00 p.m. Luxembourg time, and the Extraordinary General Meeting of Shareholders of the Company to be held immediately thereafter, at the Company’s registered office located at 37A, Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg with the following agenda:

Agenda of the Annual General Meeting

6.1. Reelect one of the current members of the Board of Directors of the Company:

Agenda of the Extraordinary General Meeting

1.1. Renew the authorization of the Board of Directors to increase the issued share capital of the Company on one or more occasions within the limits of the authorized share capital currently set at USD 231,924,819, during a period starting on the day of the Extraordinary General Meeting and ending on the fifth anniversary of the date of publication in the Luxembourg Legal Gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting, without prejudice to any further renewals;

1.2. Renew the authorization of the Board of Directors to limit or cancel the preferential subscription right of existing shareholders in the context of an issuance of new shares and instruments carried out through a public offering process; and

1.3. Amend article 5.8 of the articles of association of the Company (the “Articles”) to be read as follows:

5.8. The Board of Directors is authorized, during a period starting on the day of the general meeting of shareholders held on 8 May 2025 and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of such general meeting, without prejudice to any renewals, to increase the issued share capital on one or more occasions within the limits of the Authorized Capital.

Pursuant to article 13.18.1 of our Articles, the Annual General Meeting will validly deliberate on its agenda by a simple majority of the votes validly cast, regardless of the portion of the capital represented.

Pursuant to article 13.18.2 of our Articles, the Extraordinary General Meeting will validly deliberate on its agenda with a majority of two-thirds of the votes validly cast at a meeting in which holders of at least half of the Company’s issued share capital are present or represented. If the quorum is not reached at the first extraordinary general meeting for the purpose of resolving on the agenda thereof, a second extraordinary general meeting of shareholders may be convened with the same agenda at which no quorum requirement will apply. The resolutions concerning the agenda of the Extraordinary General Meeting will be adopted by a majority of two-thirds of the votes validly cast.

Any shareholder who holds common shares of the Company as of the close of business (EDT) on March 27, 2025 (the “Record Date”) will be admitted to the Meeting and may attend the Meeting, as applicable, subject to compliance with the procedures set forth in the Proxy Statement and the requirements under applicable law).

Please consult the Proxy Statement which is available on the Company’s website, on EDGAR at www.sec.gov and on SEDAR+ at www.sedarplus.ca as to the procedures for attending the Meeting or to be represented by way of proxy. Copies of the Company’s consolidated financial statements and its annual accounts for the financial year ended December 31, 2024, together with the reports of the Board of Directors and the statutory auditor are available at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/. The Proxy Statement, Information Notice and Annual Report on Form 20-F are available under the Company’s profile on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.ca. The Company will prepare an Extractive Sector Transparency Measures Act (“ESTMA”) report pursuant to Canadian law requirements. The ESTMA report will be available by May 30, 2025, at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/ and on Natural Resources’ Canada website at https://natural-resources.canada.ca/our-natural-resources/minerals-mining/services-for-the-mining-industry/extractive-sector-transparency-measures-act/links-estma-reports/18198, respectively, and will also be subject to fillings on EDGAR at www.sec.gov and on Luxembourg Business Registers at www.lbr.lu in accordance with the relevant laws and regulations applicable to the Company. Please note that powers of attorney or proxy cards must be received by the tabulation agent (Computershare), no later than 6:00 p.m. Luxembourg time, 12:00 p.m. EDT, on May 2, 2025, in order for such votes to be taken into account.

The Meetings will be held in person in the Grand Duchy of Luxembourg. If, for any reason, we determine that it is necessary or appropriate to take additional steps regarding how we conduct the Meetings, we will announce this decision in advance, and details will be posted on our website. Please check our website prior to the Meetings if you are planning to attend in person.

Sincerely,

Jaime Ardila

Chair

on behalf of the Board of Directors PROXY STATEMENT ANNUAL GENERAL MEETING OF SHAREHOLDERS AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NEXA RESOURCES S.A.

MAY 8, 2025

GENERAL INFORMATION

This Proxy Statement is being provided to solicit proxies on behalf of the Board of Directors of Nexa Resources S.A. (the “Company”, “Nexa”, “we”, “our” or “us”) for use at the 2025 Annual General Meeting of Shareholders (the “Annual General Meeting”) to be held on May 8, 2025, at 3:00 p.m. Luxembourg time, and the Extraordinary General Meeting of Shareholders of the Company to be held immediately thereafter (the “Extraordinary General Meeting” and together with the Annual General Meeting, the “Meetings”), at the Company’s registered office located at 37A, Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg and any adjournment or postponement thereof. This Proxy Statement is available on our website at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/ and our Annual Report on Form 20-F for the year ended December 31, 2024 (the “Annual Report on Form 20-F”) is available on our website at https://ri.nexaresources.com/financial-information/annual-reports/ and all of the aforementioned documents are available under the Company’s profile on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.ca. Copies of the Company’s consolidated financial statements and annual accounts for the financial year ended December 31, 2024 are available on our website at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/. The Proxy Statement will also be made available to our “street name” holders (meaning beneficial owners with their shares held through a bank, brokerage firm or other record owner) and registered shareholders as of the Record Date (as defined below) through the delivery methods described below.

This Proxy Statement, together with the Convening Notice containing the agenda and the proxy card with reply envelope, are hereinafter referred to as the “Proxy Materials.”

Status as a Foreign Private Issuer and SEC foreign Issuer

We are a “foreign private issuer” within the meaning of Rule 405 of the U.S. Securities Act of 1933, as amended, and Rule 3b-4 of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as a result, we are exempt from the U.S. Securities and Exchange Commission’s proxy rules under Rule 3a12-3(b) of the Exchange Act.

In accordance with applicable Canadian securities laws, as an “SEC foreign issuer” (as such term is defined in National Instrument 71-102 – Continuous Disclosure and Other Exemptions Relating to Foreign Issuers), we are exempt from certain requirements under Canadian securities laws relating to continuous disclosure obligations, proxy solicitation and certain other matters provided that we comply with appropriate requirements in the United States and our jurisdiction of incorporation, if applicable. However, recognizing that good corporate governance plays an important role in our overall success and in enhancing shareholder value, we have determined to voluntarily comply with certain best practice guidelines and to provide certain disclosures. These are discussed in further detail under the heading “Corporate Governance” below in this Proxy Statement.

How May the Meetings Materials Be Accessed?

We have elected to provide access to our Proxy Materials over the internet. Accordingly, we are mailing a notice (the “Information Notice”) on April 2, 2025, regarding internet availability of Proxy Materials to our street name holders (beneficial shareholders) of record as of close of business (EDT) on March 27, 2025 (the “Record Date”). You will have the ability to access the Proxy Materials, the Company’s consolidated financial statements and its annual accounts for the financial year ended December 31, 2024 and our Annual Report on Form 20-F on the websites referred to in the Information Notice (https://ri.nexaresources.com/corporate-governance/shareholders-meeting/ and https://ri.nexaresources.com/financial-information/annual-reports/) or street name holders (beneficial shareholders) may request to receive a printed set of the Proxy Materials. The Information Notice, this Proxy Statement and Annual Report on Form 20-F are, or will be, available under the Company’s profile on EDGAR at www.sec.gov and SEDAR+ at www.sedarplus.ca. Instructions on how to access the Proxy Materials either by viewing them online or by requesting a copy may be found in the Information Notice. You will not receive a printed copy of the Proxy Materials unless you have requested one when setting up your brokerage account or request one in the manner set forth in the Information Notice. This permits us to conserve resources and reduces our printing costs, while giving shareholders a convenient and efficient way to access our Proxy Materials.

We are mailing the Proxy Materials on April 2, 2025, to all registered shareholders of our common shares as of the Record Date.

Who May Vote?

Only registered shareholders or street name holders (beneficial shareholders) of our common shares as of the Record Date will be entitled to notice of the Meeting and to vote at the Meeting. As of the Record Date, 132,438,611 common shares were issued and outstanding, out of which 132,438,611 common shares are entitled to one vote per common share at each Meeting.

What Constitutes an Attendance Quorum?

No quorum is required for any ordinary resolutions to be considered at the Annual General Meeting. For any extraordinary resolutions to be considered at the Extraordinary General Meeting, at least one-half of our issued share capital as of the date of such meeting will constitute a quorum. If such quorum is not present, the Extraordinary General Meeting may be adjourned and convened at a later date in which no quorum is required, provided that certain notice procedures are fulfilled. Abstentions are not considered “votes” but the common shares with respect to which such abstentions are expressed do count as shares present for purposes of determining a quorum.

What Are Broker Non-Votes and Abstentions?

Broker non-votes occur when brokers holding shares in street name for beneficial owners do not receive instructions from the beneficial owners about how to vote their shares and the broker is unable to vote the shares in its discretion in the absence of an instruction. An abstention occurs when a shareholder withholds such shareholder’s vote on a particular matter by checking the “ABSTAIN” box on the proxy card.

Your broker will NOT be able to vote your shares with respect to any of the proposals or other matters considered at the Meetings, unless you have provided instructions to your broker. We strongly encourage you to provide instructions to your broker to vote your shares and exercise your right as a shareholder. A vote will not be cast in cases where a broker has not received an instruction from the beneficial owner.

With respect to all of the proposals or other matters considered at the Meetings, only those votes cast “FOR” or “AGAINST” are counted for the purposes of determining the number of votes cast with respect to each such proposal.

Broker non-votes and abstentions are not considered votes cast and have no effect on the outcome of any of the proposals.

What Is the Process for Voting?

If you are a registered shareholder, you can vote by mail by marking, dating, signing and returning the proxy card in the postage-paid envelope. Submitting your proxy by mail will not affect your ability to attend the Meeting in-person and vote at the Meeting (subject to compliance with the procedures set forth in this Proxy Statement and the requirements under applicable law).

If your shares are held in “street name” and you are a beneficial shareholder, you will receive instructions from your bank, brokerage firm or other record owner. You must follow the instructions of the bank, brokerage firm or other record owner in order for your common shares to be voted.

The Company will retain an independent tabulator to receive and tabulate the proxies.

If you submit a proxy and direct how your shares will be voted, the individuals named as proxies will vote your shares in the manner you indicate. If you submit a proxy but do not direct how your shares will be voted, the individuals named as proxies will vote your shares “FOR” the election of each of the nominees for director and “FOR” each of the other proposals identified herein.

It is not expected that any other matters will be brought before the Meetings. If, however, other matters are properly presented, the individuals named as proxies will vote in accordance with their discretion with respect to such matters.

What Is the Process for Revocation of Proxies?

A registered shareholder who has given a proxy may revoke it at any time before it is exercised at the Meetings by:

If you are a registered shareholder, you may request a new proxy card by contacting our Investor Relation department by email at ir@nexaresources.com.

Registered shareholders should send any written notice or new proxy card by (i) regular mail to Nexa Resources S.A., c/o Computershare, PO Box 505000, Louisville, KY 40233-5000, or (ii) by courier or U.S. overnight mail to Nexa Resources S.A., c/o Computershare, 462 South 4th Street, Suite 1600, Louisville, KY 40233-5000 (Telephone: +1 800-368-5948).

Any street name holder (beneficial shareholder) may change or revoke previously given voting instructions by contacting the bank or brokerage firm holding the shares or by obtaining a legal proxy from such bank or brokerage firm and voting in person at the Meetings, by delivering a written notice dated on or before May 2, 2025, at 6:00 p.m. Luxembourg time, 12:00 p.m. EDT, stating that the voting instructions are revoked or changed. Your last voting instructions, prior to or at the Meetings, are the voting instructions that will be taken into account.

Who May Attend the Meetings?

Only holders of our common shares as of the Record Date or their legal proxy holders may attend the Meetings. All holders of our common shares planning to attend the Meetings in person must contact our Investor Relation department, at ir@nexaresources.com by 6:00 p.m. Luxembourg time, 12:00 p.m. EDT, on May 2, 2025, to reserve a seat. For admission, shareholders should come to the Meetings check-in area no less than 15 minutes before the Annual General Meeting is scheduled to begin.

To be admitted to the Meetings, you will need a form of photo identification. You will be admitted to the Meetings only if we are able to verify your common shareholder status by checking your name against the list of registered common shareholders as of the Record Date.

To be admitted to the Meetings, you will need a form of photo identification. A beneficial shareholder must also bring valid proof of ownership of your common shares as of the Record Date, in order to vote at the Meetings you must bring a valid legal proxy from the holder of record.

If you hold your common shares as a beneficial holder in street name through a bank or brokerage firm, a brokerage statement reflecting your ownership as of the Record Date or a letter from a bank or broker confirming your ownership as of the Record Date is sufficient proof of ownership to be admitted to the Meeting.

Registration will begin at 2:30 p.m. Luxembourg time and the Annual General Meeting will begin at 3:00 p.m. Luxembourg time.

No cameras, recording equipment, electronic devices (including cell phones) or large bags, briefcases or packages will be permitted in the Meetings.

Representatives of PricewaterhouseCoopers, société coopérative, the Company’s statutory auditor (réviseurs d’entreprises agréés), will attend the Annual General Meeting.

The Meetings will be held in person in the Grand Duchy of Luxembourg. If, for any reason, we determine that it is necessary or appropriate to take additional steps regarding how we conduct the Meetings, we will announce this decision in advance, and details will be posted on our website. Please check our website prior to the Meetings if you are planning to attend in person.

What Is the Process for the Solicitation of Proxies?

We will pay the cost of soliciting proxies for the Meetings. We may solicit by mail, telephone, personal contact and electronic means and arrangements are made with brokerage houses and other custodians, nominees and fiduciaries to send the Information Notice, and if requested, Proxy Materials, to beneficial owners. Upon request, we will reimburse them for their reasonable expenses. In addition, our directors, officers and employees may solicit proxies, either in-person or by telephone, facsimile or written or electronic mail (without additional compensation). Shareholders are encouraged to return their proxies promptly.

ANNUAL GENERAL MEETING

PROPOSAL WITH RESPECT TO AGENDA ITEMS NO. 1, 2 AND 3 OF THE ANNUAL GENERAL MEETING:
APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS AND ANNUAL ACCOUNTS

At the Annual General Meeting, the Board of Directors will present the management reports on the Company’s consolidated financial statements and the annual accounts for the financial year ended December 31, 2024, and the statutory auditor (réviseur d’entreprises agréé) will present its reports on the consolidated financial statements and the annual accounts for the financial year ended December 31, 2024. The management reports and the statutory auditor’s reports are available on the internet at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/.

Following such presentations, the following resolutions will be put before the Annual General Meeting for approval:

Resolved: The Annual General Meeting, after having reviewed the report of the Board of Directors of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s annual accounts for the financial year ended December 31, 2024, hereby approves the annual accounts of the Company for the financial year ended December 31, 2024, in their entirety.

Resolved: The Annual General Meeting, after having reviewed the report of the Board of Directors of the Company and the report of the statutory auditor (réviseur d’entreprises agréé) on the Company’s consolidated financial statements for the financial year ended December 31, 2024, hereby approves the consolidated financial statements of the Company for the financial year ended December 31, 2024, in their entirety.

Vote Required and Board Recommendation

Approval of these proposals requires the affirmative vote of a simple majority of votes validly cast on such resolution by shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the approval of the Company’s annual accounts and consolidated financial statements for the financial year ended December 31, 2024.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 4 OF THE ANNUAL GENERAL MEETING:
APPROVAL OF ALLOCATION OF ANNUAL RESULTS

The Board of Directors proposes that the Annual General Meeting approves:

At the Annual General Meeting, the shareholders will be asked to consider the following resolution for approval:

Resolved: The Annual General Meeting hereby resolves to:

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the approval of the allocation of our annual results and the confirmation of the share premium reimbursement.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 5 OF THE ANNUAL GENERAL MEETING:
APPROVAL OF DISCHARGE TO DIRECTORS FOR PERFORMANCE OF THEIR DUTIES

Under Luxembourg law, the shareholders are asked to vote on the discharge (quitus) of the directors with respect to the performance of their duties during the completed financial year.

At the Annual General Meeting, the shareholders will be asked to approve the following resolution with respect to the discharge of our directors who served during the year ended December 31, 2024:

Resolved: The Annual General Meeting hereby grants discharge (quitus) to the members of the Board of Directors who were in office during the financial year ended December 31, 2024, for the proper performance of their duties.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the approval of discharge of the members of the Board of Directors.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 6 OF THE ANNUAL GENERAL MEETING:
ELECTION OF DIRECTORS

Reelection of Director

Our Board of Directors currently consists of nine (9) directors. Our Articles provide that our Board of Directors will consist of no fewer than five (5) directors and no more than eleven (11) directors. Pursuant to our Articles, our directors are appointed by the general meeting of shareholders of the Company for a period not exceeding two years.

The Board of Directors has nominated Mr. Flavio Aidar, listed below, for reelection as director of the Company, with his term of office expiring at the 2026 annual general meeting of shareholders of the Company.

Nominee for Reelection to the Company’s Board of Directors

Information concerning the nominee for reelection to the Board of Directors can be found under the “Management” section of this Proxy Statement.

At the Annual General Meeting, the shareholders will be asked to approve the following resolutions:

Resolved: The Annual General Meeting hereby approves the appointment of Mr. Flavio Aidar, as director of the Company for a term ending at the 2026 annual general meeting of the shareholders.

Vote Required and Board of Directors Recommendation

The reelection of the nominee for director requires the affirmative vote of a simple majority of votes validly cast on such matter by the shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the reelection of the director named above to term that run until the 2026 annual general meeting of shareholders.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 7 OF THE ANNUAL GENERAL MEETING:
DETERMINATION OF THE 2025 OVERALL REMUNERATION OF THE MEMBERS OF THE BOARD OF DIRECTORS AND RATIFICATION OF THE 2024 OVERALL REMUNERATION OF THE BOARD OF DIRECTORS

The members of our Board of Directors are entitled to reimbursement for reasonable travel and other expenses incurred in connection with attending Board of Directors’ meetings and meetings for any committee on which he or she serves. Our directors’ compensation program is based on fixed payments.

During fiscal year 2024, our directors received cash compensation in an aggregate amount of US$2,304,278 million for services as a member of our Board of Directors (the “Overall 2024 Directors’ Remuneration”).

The Board of Directors recommends US$2,310,000 as overall directors’ remuneration for the fiscal year 2025 for services as a member of our Board of Directors (the “Overall 2025 Directors’ Remuneration”).

At the Annual General Meeting, the shareholders will be asked to approve the following resolution:

Resolved: The Annual General Meeting hereby approves and to the extent necessary, ratifies, the Overall 2024 Directors’ Remuneration and the Overall 2025 Directors’ Remuneration.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the ratification of the Overall 2024 Directors’ Remuneration and approval of the Overall 2025 Directors’ Remuneration.

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 8 OF THE ANNUAL GENERAL MEETING:
APPROVAL OF APPOINTMENT OF STATUTORY AUDITOR

The Luxembourg laws applicable to the Company do not require a mandatory rotation of the statutory auditor (réviseur d’entreprises agréé). Nevertheless, as provided by such laws, the mandate of the statutory auditor (réviseur d'entreprises agréé) shall be limited in time and the renewal of such mandate each year is submitted for approval by the Annual General Meeting. The Audit Committee and members of the Company’s management focused on Nexa’s audit each year have decided that, based on market best practices, the key audit partner carrying out the statutory audit will change every 5 years. The next rotation of such partner is expected to occur for the financial year starting January 1st, 2028.

At the Annual General Meeting, the shareholders will be asked to approve the following resolution:

Resolved: The Annual General Meeting hereby approves the appointment of PricewaterhouseCoopers, société coopérative as approved statutory auditor (réviseur d’entreprises agréé) of the Company for the period ending at the general meeting of shareholders approving the annual accounts for the financial year ending on December 31, 2025.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a simple majority of votes validly cast on such resolution by the shareholders entitled to vote at the Annual General Meeting.

Our Board of Directors unanimously recommends a vote “FOR” the appointment of PricewaterhouseCoopers, société coopérative as approved statutory auditor (réviseurs d’entreprises agréé) for the period ending at the general meeting of shareholders approving the annual accounts for the financial year ending on December 31, 2025.

EXTRAORDINARY GENERAL MEETING

PROPOSAL WITH RESPECT TO AGENDA ITEM NO. 1 EXTRAORDINARY GENERAL MEETING:

AUTHORISED SHARE CAPITAL

The Board of Directors is seeking approval by the shareholders to renew the authorization of the Board of Directors to increase the issued share capital of the Company on one or more occasions within the limits of the authorized share capital currently set at USD 231,924,819, during a period starting on the day of the Extraordinary General Meeting and ending on the fifth anniversary of the date of publication in the Luxembourg Legal Gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting, without prejudice to any further renewals.

The Extraordinary General Meeting is also requested to renew the authorization currently held by the Board of Directors under article 5.10 of the Articles to limit or cancel preferential subscription rights solely in the context of an issuance of new shares and instruments carried out through a public offering process in order to allow the Company to retain adequate flexibility under the portion of the authorised un-issued share capital that may be issued by the Board of Directors.

The report of the Board of Directors of the Company relating to the proposed renewal of the authorization of the Board of Directors to increase the issued share capital of the Company and the renewal of the authorization to limit or cancel the preferential subscription right of existing shareholders in the context of issuances of new shares and instruments carried out through a public offering process is available on https://ri.nexaresources.com/corporate-governance/shareholders-meeting/.

At the Extraordinary General Meeting, the shareholders will be asked to approve the following resolution:

Resolved:

(a) renew the authorization of the Board of Directors, during a period of five years starting on the date of this Extraordinary General Meeting of shareholders and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting, to issue additional shares in the Company within the limit of the authorized share capital;

(b) renew the authorization of the Board of Directors to limit or cancel the preferential subscription rights of existing shareholders in the event of any increase in the issued share capital up to and including the authorized share capital in the context of issuances of new shares and instruments carried out through a public offering process; and

(c) amend article 5.8 of the articles of association to be read as follows:

5.8. The Board of Directors is authorized, during a period starting on the day of the general meeting of shareholders held on 8 May 2025 and ending on the fifth anniversary of the date of publication in the Luxembourg legal gazette (Recueil Electronique des Sociétés et Associations) of the minutes of such general meeting, without prejudice to any renewals, to increase the issued share capital on one or more occasions within the limits of the authorized Capital.

The proposed amended version of the articles of association of the Company is available on https://ri.nexaresources.com/corporate-governance/shareholders-meeting/.

Vote Required and Board Recommendation

Approval of this proposal requires the affirmative vote of a two-thirds majority of the votes validly cast on such resolution, where the shares represented at the meeting represent at least half of the issued share capital.

Our Board of Directors unanimously recommends a vote “FOR” the approval of (a) the renewal of the authorization of the board of directors, during a period of five years starting on the date of this Extraordinary General Meeting of shareholders and ending on the fifth anniversary of the date of publication in the Luxembourg Legal Gazette (Recueil Electronique des Sociétés et Associations) of the minutes of the Extraordinary General Meeting, to issue additional shares in the Company within the limit of the authorized share capital; (b) the renewal of the authorization of the board of directors to limit or cancel the preferential subscription right of existing shareholders in the context of an issuance of new shares and instruments carried out through a public offering process, and (c) amendment of article 5.8 accordingly.

CORPORATE GOVERNANCE

Our corporate governance model is aimed at facilitating the flow of information between our executives and other key decision-makers on our management team, specifically, our Board of Directors, Board committees and management committee. Our corporate governance model also provides a framework for the duties of our management team, including oversight of Nexa’s performance and decision-making. Our main corporate governance activities include support for Board of Directors, Board advisory committees and executive Board meetings (management committee); contribution to the process of preparing the annual report on governance practices; and elaboration of governance documents and updating of best practices.

Our corporate governance model is designed to ensure that the proper corporate governance principles are consistently applied within our organization. We have adopted certain corporate governance policies and practices that include internal rules for the Board of Directors and key committees that have independent representation and leadership, including an audit committee and a compensation, nominating and governance committee. The charter for the compensation, nominating and governance committee includes responsibility for reviewing and assessing the size, composition and operation of the Board of Directors to ensure effective and independent decision making, advising on potential conflicts of interest situations and developing corporate governance guidelines and principles, in line with ESG standards. The disclosure set out below describes in further detail our approach to corporate governance.

Meetings of the Board of Directors and attendance

The Board of Directors ordinarily meets in person or by other means of communication as may be required. The frequency of and agenda items for Board of Directors’ meetings will vary depending on the state of affairs, requirements for approvals and opportunities available to Nexa and the risks and issues which Nexa faces. The agenda for meetings places priority and focuses on key issues for Nexa, which are identified by the Chair of our Board of Directors (the “Chair”). Routine business is dealt with after substantive discussions on the key issues.

Under the Board of Directors’ internal rules and our Articles, the Boards of Directors can validly consider any matters and make decisions provided at least a majority of the members are in attendance in person or by representation. The Board of Directors’ internal rules further provide that each member is entitled to one vote either in person or where duly represented as required by the Board of Directors internal rules. In fiscal year 2024, our Board of Directors held ten meetings, in which the rate of attendance in person or by representation was 99% of the directors. In addition, we had (i) six audit committee meetings, (ii) five finance committee meetings, (iii) seven compensation, nominating and governance committee meetings, and (iv) seven sustainability and capital projects committee meetings.

As set forth in the Board of Directors’ internal rules, the independent Directors may hold meetings in which members of the management team and the non-independent Directors are not present. In 2024, our Directors held in camera sessions without members of the management team prior and/or at the conclusion of each Board meeting.

Committees of our Board of Directors

Our Board of Directors has an audit committee, a finance committee, a compensation, nominating and governance committee and a sustainability and capital projects committee. Our Board of Directors may have other committees as it may determine from time to time. Each of the standing committees of our Board of Directors has the composition and responsibilities assigned to them by the meeting of the Board of Directors that created such committee and as set forth in their respective committee charters. These charters set out, among other things, the roles and responsibilities of the chair of each committee. As set forth in the respective charters of the committees, each of the committees may meet with or without the management,

as the case may be, at the discretion of the committee. The charter for each of the committees of our Board of Directors is available on our website.

Audit committee

Our audit committee is a standing committee established by our Board of Directors on March 28, 2017, to assist the Board of Directors in fulfilling certain of its oversight responsibilities. The audit committee may be composed of three to five members, each appointed by our Board of Directors for a term of one year. Daniella Dimitrov, Edward Ruiz and Jane Sadowsky currently serve as its members. These individuals are independent under Rule 10A-3 and applicable NYSE standards, as well as Canadian securities regulators’ National Instrument 52-110 Audit Committees. In addition, each of them satisfies the financial literacy requirement under applicable rules. Our Board of Directors has determined that Mr. Edward Ruiz qualifies as an “audit committee financial expert.”

Our audit committee’s primary responsibilities are to assist the Board of Directors’ oversight of: (i) quality and integrity of our financial reporting and related financial disclosure; (ii) the effectiveness of our internal control over financial reporting and disclosure controls and procedures; (iii) our compliance with legal and statutory requirements as they relate to financial statements and related financial disclosures; (iv) the monitoring of risk management controls and processes, according to the Enterprise Risk Management (the “ERM”) policy, and the oversight of financial reporting and related compliance, internal control over financial reporting and fraud risks; (v) the compliance and ethics program; (vi) review of all related party transactions; (vii) the qualifications, performance and independence of our independent auditors and performance of the internal audit function; (viii) the Company’s internal controls and processes to ensure ESG and cybersecurity disclosures and policies are accurate, transparent and in compliance with applicable laws, regulations or rules.

Nexa has established policies and procedures that require any engagement of our independent auditor for audit or non-audit services to be submitted to and pre-approved by the audit committee. In addition, our audit committee may delegate the authority to pre-approve non-audit services to one or more of its members. All non-audit services that are pre-approved pursuant to such delegated authority must be presented to the full audit committee at its first scheduled meeting following such pre-approval. Our audit committee shall pre-approve all audit and non-audit services to be provided to us by our independent auditor and also has the authority to recommend pre-approval policies and procedures to our Board of Directors and for the engagement of our independent auditor’s services.

Finance committee

Our finance committee is a standing committee established by our Board of Directors on March 28, 2017, to assist the Board of Directors in fulfilling certain of its oversight responsibilities. The finance committee may be composed of three to five members, each appointed by our Board of Directors for a term of one year. Gianfranco Castagnola, Paulo Macedo, Flávio Aidar and Edward Ruiz currently serve as its members. It is also the finance committee attribution to support the Board in its monitoring of the enterprise risk management in matters related to the responsibility of this committee.

Our finance committee’s primary responsibilities are to assist the Board of Directors in fulfilling its oversight responsibilities with respect to monitoring Nexa’s balance sheet and by providing recommendations on our capital management strategy and capital structure, including indebtedness, investments and returns, and support the Board of Directors in its monitoring of the enterprise risk management in matters related to the responsibilities of the committee, among others.

Compensation, nominating and governance committee (CNG committee)

Our compensation, nominating and governance committee is a standing committee established by our Board of Directors on March 28, 2017, to assist the Board of Directors in fulfilling certain of its oversight responsibilities. The compensation, nominating and governance committee may be composed of two to five members, each appointed by our Board of Directors for a term of one year. Jaime Ardila, Jane Sadowsky, Luís Ermírio de Moraes and Flavio Aidar currently serve as its members. One of the four members of the compensation, nominating and governance committee is an independent director.

Our compensation, nominating and governance committee is responsible for: (1) new compensation models and changes to compensation models currently used by us, in order to guide and influence our actions; (2) the compensation of the executive officers, of the members of the Board of Directors and of the members of the committees of the Board of Directors; (3) the administration the policy for the recovery of erroneously awarded compensation with the support of the audit and/or the finance committees where applicable, and the proposal of changes to such policy if necessary; (4) the proposal of candidates to the chair of chief executive officer, when applicable, or any serious restrictions on the candidates proposed by the chief executive officer to the other chairs of the executive officers; (5) development of corporate governance guidelines and principles; (6) the governance structure related to the Company’s ESG strategy as it applies to the Company and its value chain; (7) identification of individuals qualified to be nominated as members of the Board of Directors and suggesting nominees to fill any vacancies on the Board of Directors; (8) the structure and composition of Board of Directors’ committees; (9) evaluation of the performance and effectiveness of the Board of Directors, the chief executive officer and each of the Board’s standing committees; (10) the supervision and approval of our social responsibility plans and policies (other than community-related aspects which are overseen by the sustainability and capital projects committee), including, but not limited to our ESG strategy; (11) the supervision of Company’s people strategy; (12) the monitoring of the relationship of the Company with unions; (13) support the Board of Directors in its monitoring of the enterprise risk management in matters related to the responsibilities of the committee; and (14) any related matters required by applicable laws.

Sustainability and capital projects committee (SCP committee)

Our sustainability and capital projects committee is a standing committee established by our Board of Directors on April 29, 2019, to assist the Board of Directors in fulfilling certain of its oversight responsibilities. The sustainability and capital projects committee may be composed of at least three and no more than five members, each appointed by our Board of Directors for a term of one year. Daniella Dimitrov, Hilmar Rode, Luís Ermírio de Moraes and Jaime Ardila currently serve as its members.

Our sustainability and capital projects committee’s primary responsibilities are to assist the Board of Directors by supporting safe and sustainable business practices in the conduct of our activities in respect of environmental, health, safety and social matters, including relationships with local communities, tailings management, water, waste, biodiversity, and GHG emissions, as well as with respect to the estimation and disclosure of mineral resources and reserves at all operations and projects (collectively “Sustainability Matters”). The committee also assists the Board of Directors with the oversight of our ESG strategy, including its revision and implementation, in connection with Sustainability Matters and all related applicable laws.

The sustainability and capital projects committee is also responsible for assisting the Board of Directors with the review of technical, economic and social matters with respect to our projects, including exploration, development, permitting, construction and operation of our mining and smelting assets, which are core to our strategy and growth.

Appointment and term of members of our Board of Directors

In accordance with our Articles and the 1915 Law, the members of our Board of Directors are elected by a resolution of a general meeting of shareholders adopted with a simple majority of the votes validly cast, regardless of the portion of capital represented at such general meeting. Votes are cast for or against each nominee proposed for election to the Board of Directors and cast votes shall not include votes attaching to shares for which the shareholder has not participated in the vote, has abstained or has returned a blank or invalid vote.

Our directors are appointed for two-year terms and may be reelected. Members of our Board of Directors may be removed at any time, with or without cause, by a resolution adopted at a general meeting of our shareholders. Under Luxembourg law, in the case of a vacancy of the office of a director appointed by the general meeting of shareholders, the remaining directors may, by a simple majority vote of the directors present or represented, fill the vacancy. In these circumstances, the following general meeting of shareholders shall make the final appointment of the director.

Mandate for the Board of Directors

Our Board of Directors adopted Board of Directors internal rules, which includes the following, among other things:

money laundering and terrorist financing prevention policy; (i) financial risk management policy (and complementary policies proposed by the management committee, such as the hedge, derivatives, leverage, liquidity and foreign exchange exposure policy); (j) ERM policy; (k) clawback policy; and (l) authorization policy;

The Board of Directors internal rules are available on our website.

The Board of Directors has at its disposal a set of provisions and practices that promotes independence in the decision-making process of the Board of Directors. In accordance with the Board of Director’s internal rules, the independent members of the Board of Directors may hold separate meetings and each director has a duty to declare, prior to any Board of Directors’ meeting, the existence of a particular reason or conflict of interest with Nexa with respect to a subject matter being discussed or considered by the Board of Directors. Accordingly, such Board of Directors member would be refrained from discussing and voting on a matter that could present a conflict of interest. Additionally, our Board of Directors members are prohibited from holding executive positions with Nexa and/or serving on more than four boards of directors of companies that do not belong to the same conglomerate. As discussed above, our audit committee is comprised entirely of independent directors and we also have independent representation on all other committees.

Chair

The Chair of our Board of Directors is not an independent director of the Company. The Board of Directors has carefully considered governance issues relating to Chair independence and believes that the Chair carries out separate responsibilities diligently and that, with the compensating practices in place, the Board of Directors operates effectively and in Nexa’s best interest.

Description of the position of Chair

Our Board of Directors has developed a written position description for the Chair of the Board of Directors. The Chair of the Board of Directors has the following responsibilities, subject to any other matters that may be set forth in our Articles or provided for under applicable law:

Orientation and continuing education

We implemented an orientation program for new directors under which each new director meets with the Chair of our Board of Directors and our executives. New directors are provided with comprehensive orientation and education as to our business, operations and corporate governance (including the role and responsibilities of the Board of Directors and each committee).

The Chair of our Board of Directors is responsible for overseeing directors’ continuing education and ensure that it is designed to maintain or enhance the skills and abilities of our directors and to ensure that their knowledge and understanding of our business remains current. The chair of each committee is responsible for coordinating orientation and continuing director development programs relating to the committee’s mandate.

Our ongoing director education programs entails site visits, presentations from outside experts and consultants, discussions on ongoing governance trends and guidelines for public companies, briefings from staff and management, and reports on issues relating to our projects and operations, sustainability and social matters, competitive factors, reserves, legal issues, economic, accounting and financial disclosure, mineral and hydrocarbon education and other initiatives intended to keep the Board of Directors abreast of new developments and challenges that we may face. As part of the education session, certain directors obtained international certifications related to the competencies necessary for their activities, such as National Association of Corporate Directors (“NACD”) Directorship Certification.

Evaluation of directors

Our compensation, nominating and governance committee established a framework for the implementation and administration of processes to assess the effectiveness of the Board of Directors and each of its members. This includes peer reviews of each director’s performance and self-assessments, as well as full Board of Directors and committee review of the Board of Directors and the respective committees, by way of questionnaires, interviews and sessions with the Chair. In addition to hiring external advisors to develop and undertake this assessment, the compensation, nominating and governance

committee is also responsible for overseeing the process and evaluating the results, with the objective of improving the performance of each director and the Board of Directors as a whole.

Considerations in evaluating director nominees

Our Board of Directors is responsible for nominating members for election to the Board of Directors and for filling vacancies on the Board of Directors that may occur between annual meetings of shareholders. The process for nominating a new director initiates with our compensation, nominating and governance committee which evaluates Nexa’s current circumstances and establishes a profile for a director candidate. Such profile is then shared with a specialized external executive search firm, who assists the compensation, nominating and governance committee in selecting candidates for interviews. Prior to the interview, the specialized external firm is responsible for a background check with former employers and colleagues of the respective candidates.

Following the interview(s), our compensation, nominating and governance committee recommends the nomination of the director candidate to our Board of Directors based upon an assessment of the independence, skills, qualifications and experience of such candidate. Specifically, the Board of Directors seeks members from diverse professional and personal backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity.

Plurality

We value diversity in our operations. We believe that having a diverse Board of directors can offer a breadth and depth of perspectives that enhance our performance. Recommendations concerning director nominees are based on merit and past performance as well as other factors, as we believe that having a diverse and inclusive organization overall is beneficial to our success.

Compensation-setting process

Our compensation, nominating and governance committee is responsible for assisting our Board of Directors in fulfilling its governance and supervisory responsibilities and advising our Board of Directors with respect to evaluation and monitoring of compensation models and policies performed every two years, which takes into account peer companies and the challenges and opportunities we face. The committee’s responsibilities also include administering and determining our compensation objectives and programs, reviewing and making recommendations to our Board of Directors concerning the level and type of the compensation payable, evaluating performance, implementing evaluation and improvement processes, and ensuring that policies and processes are consistent with our philosophy and the objectives of our compensation program.

Code of conduct

We work with all of our employees, as well as third parties who we work with, to ensure they behave in a manner consistent with our values, code of conduct and the key principles of our compliance program, particularly as these relate to the environment, human rights and labor related issues, health and safety, and anti-bribery and corruption. The Code of Conduct reflects our commitment to the principles of anti-corruption, anti-money laundering, anti-terrorist financing, integrity, ethics, human rights, social and environmental responsibilities and antitrust policies based on laws in effect in the countries where we operate. Our directors and executives have certified that they have read and that they will comply with our code of conduct. Furthermore, our Board of Directors periodically monitors compliance related topics. A conduct committee is in charge of promoting the implementation of the code and supervising the application of disciplinary measures. The last update of our Code of Conduct occurred in 2021, since then we continued

with its dissemination to current and new employees at a global level. In 2025, we expect to review our Code of Conduct and consequently issue a new version. In 2022, we also launched our Code of Conduct for Suppliers and started to disseminate it to any suppliers considered to be strategic vendors. In 2023, we launched our Code of Conduct for Customers and started disseminating it as well. In 2024, we continued to disseminate our Code of Conduct for Suppliers and Code of Conduct for Customers.

Anti-corruption, anti-money laundering and antitrust programs have been implemented, including, among other things, ethics and compliance training and an ethics hotline which enables employees and third parties to report misconduct. Information reported through our ethics hotline is investigated and following the investigation, disciplinary action may be taken, if necessary. We have not granted any implicit or explicit waivers from any provision of our code of conduct since its adoption.

Our code of conduct, code of conduct for suppliers and compliance-related policies are publicly available on our website at https://www.nexaresources.com. We will disclose future amendments to, or waivers of, our code of conduct on the same page of our corporate website. Information contained on our website is not incorporated by reference into this Proxy Statement, and you should not consider it to be part of this Proxy Statement.

Foreign private issuer and controlled company exemptions

Because we are a foreign private issuer, the NYSE rules applicable to us are considerably different from those applied to U.S. companies. Accordingly, we have been, and expect to continue, taking advantage of certain exemptions from NYSE governance requirements provided in the NYSE rules for foreign private issuers. Subject to the items listed below, as a foreign private issuer we are permitted to follow home country practice in lieu of the NYSE’s corporate governance standards. Luxembourg law does not require that a majority of our Board of Directors consist of independent directors or the implementation of a compensation committee or nominating and corporate governance committee. As a foreign private issuer, we must comply with four principal NYSE corporate governance rules: (i) we must satisfy the requirements of Exchange Act Rule 10A-3 relating to audit committees; (ii) our Chief Executive Officer must promptly notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable NYSE corporate governance rules; (iii) we must provide the NYSE with annual and interim written affirmations as required under the NYSE corporate governance rules; and (iv) we must provide a brief description of any significant differences between our corporate governance practices and those followed by U.S. companies under NYSE listing standards.

In addition, for purposes of the NYSE rules, as VSA beneficially owns a majority of our outstanding common shares, we are a “controlled company.” “Controlled companies” under those rules are companies of which more than 50.0% of the voting power is held by an individual, a group or another company. Accordingly, we are eligible to take advantage of certain exemptions from NYSE governance requirements provided in the NYSE rules. Specifically, as a controlled company under NYSE rules, we are not required to have a majority of independent directors or a compensation, nominating and corporate governance committee composed entirely of independent directors.

As described further above, we recognize that good corporate governance plays an important role in our overall success and in enhancing shareholder value and, accordingly, we have adopted certain corporate governance policies and practices that reflect these considerations. The following table briefly describes the significant differences between our practices and the practices of U.S. domestic issuers under NYSE corporate governance rules.

MANAGEMENT

Board of Directors

Our Board of Directors is responsible for the general guidance of our business and affairs, including providing general guidance, governance and strategic oversight to our executives and other members of our management team. It is also responsible for ensuring that we meet our objectives, as well as for monitoring our performance and ensuring business continuity. The Board of Directors is vested with broad powers to act on behalf of Nexa and to perform or authorize all acts of administrative or ancillary nature necessary or useful to accomplish our corporate purpose. All powers not expressly reserved by law to the shareholders fall within the competence of our Board of Directors.

Our Board of Directors is comprised of a minimum of five and a maximum of eleven members and currently has nine members, of which four are independent directors and five are non-independent.

The term of each and all of our current directors expires at the 2026 annual general meeting of shareholders, except for Mr. Flavio Aidar, whose term will end at the 2025 annual general shareholders meeting and may be extended to the 2026 annual general shareholders meeting upon the shareholders’ approval at the Annual General Meeting. The following table sets forth our current directors as of the date of this Proxy Statement, their respective Board of Directors positions and their respective date of election to the Board of Directors.

(1) Member of the Audit committee.

(2) Member of the SCP committee.

(3) Member of the CNG committee.

(4) Member of the Finance Committee.

* Independent pursuant to Rule 10A-3 under the Exchange Act (Rule 10A-3) and applicable NYSE standards, as well as National Instrument 52-110 Audit Committees.

** The Audit Committee members were elected in December 2017 and the effective date of the mandate period was January 2018.

The business address of each member of our Board of Directors is Nexa’s corporate office, which is 37A, Avenue J. F. Kennedy, L-1855 Luxembourg, Grand Duchy of Luxembourg.

We present below a brief biographical description of each member of our current Board of Directors as of the date of this Proxy Statement:

Jaime Ardila. Mr. Ardila has been a member of our Board of Directors since June 2019 and has been Chair of the Board of Directors since July 30, 2020. Mr. Ardila founded The Hawksbill Group in 2016, which provides business advisory services, including strategy, operations, public relations, communications and investment advice. Prior to that, he held several positions at General Motors Company in the U.S., Europe and South America in a career spanning 30 years. He also worked at the Planning Department and the Ministry of Industry and Trade for the government of Colombia from 1981 to 1984 and the investment

bank Rothschild from 1996 to 1998. At General Motors, Mr. Ardila served CFO of General Motors Chile; President and Managing Director of General Motors Ecuador; President of General Motors Colombia; President of General Motors Argentina; CFO for Latin America, Africa and the Middle East; President for Brazil and Mercosur; and President of General Motors South America from 2010-2016. He is currently a member of the board of directors of Accenture and Chairman of Goldman Sachs, BDC. Mr. Ardila earned his master’s degree in Economics at the London School of Economics in 1981 and his bachelor’s degree in Economics at the University of Bogota in 1977.

Daniella Dimitrov. Ms. Dimitrov has been a member of our Board of Directors since January 2018. Ms. Dimitrov has over 25 years of leadership experience in building, leading and operating businesses in mining and financial services, including as CEO, COO and CFO. Ms. Dimitrov is currently the CFO of Calibre Mining, a multi-mine gold producer. Her previous roles include President and CEO, Interim CEO, CFO of multi mine gold/copper producers, partner at a mining investment bank, Executive Vice Chair of an iron ore developer, COO of a Canadian national wealth management and capital markets firm, and various corporate development roles in mining and financial services. Ms. Dimitrov has also been a director of various companies in the mining, oil, gas and chemicals industries and has served as a member and chair of various board committees, including audit, technical, health and safety, compensation and governance. Ms. Dimitrov is currently also a director of Chemtrade Logistics Income Fund. Ms. Dimitrov has received the NACD Directorship Certification, the ESG Global Competent Boards Designation and the Cyber Risk Oversight Certificate from the CERT Division of the Software Engineering Institute at Carnegie Mellon University. She has a Global EMBA from Kellogg School of Management and Schulich School of Business and a law degree. She was chosen as one of the top 100 Global Inspirational Women in Mining in 2016.

Edward Ruiz. Mr. Ruiz has been a member of our Board of directors since January 2018. Mr. Ruiz brings over 51 years of experience in public and private accounting. Mr. Ruiz currently serves on the audit committees of Iochpe Maxion, and SmartFit, publicly traded companies in Brazil, and he is a former member of the Risk, Audit and Finance Committees of Arezzo & Co. He is a Certified Public Accountant since 1972 and has been responsible for audits of companies in the mining and energy sectors in Brazil and the United States. Mr. Ruiz retired from Deloitte in 2012, and most recently served as an audit partner and member of Deloitte’s IFRS Accounting Standards specialist group. As head of the Capital Markets group for Deloitte, Mr. Ruiz advised companies on financial and regulatory reporting matters related to initial public offerings and secondary offerings in the Brazilian, United States and European capital markets. Prior to Deloitte, he held executive positions in internal audit at JP Morgan and PepsiCo in the United States. He started his career in public accounting with Arthur Young in 1971. Mr. Ruiz obtained his bachelor’s degree from Pace University, New York City in 1971.

Gianfranco Castagnola. Mr. Castagnola has been a member of our Board of Directors since June 2020. Mr. Castagnola is partner and Chairman of the Board of Apoyo Consultoría, a leading firm specialized in economic, business and financial advisory services in Peru. He is also former chairman of the board of directors of its subsidiary, AC Capitales SAFI, one of the largest Peruvian investment fund managers. He has been a member of the board of directors of the Peruvian Central Bank from 1996 to 2001 and was president of the Universidad del Pacífico board of trustees. He is also chairman of the board of directors of Scotiabank Peru S.A., and member of the board of directors of Saga Falabella, the Austral Group and IKSA. Mr. Castagnola’s previous roles include serving as member of the board of directors of Nexa Peru, Nexa Resources Atacocha S.A.A., Lima Airport Partners, Quimica Suiza, Cementos Pacasmayo, Camposol Holding and Redesur. Mr. Castagnola earned his master’s degree in public policy from Harvard University and his bachelor’s degree in Economics from the Universidad del Pacífico.

Hilmar Rode. Mr. Rode has been a member of our Board of directors since June 2023. Mr. Rode has over 30 years of experience in the global mining, materials, chemicals, and industrial gases industries. He began his career in process development and research engineering before joining Anglo American, where he worked for 12 years in leadership positions in its industrial diamonds, base metals and paper

divisions in South Africa, United Kingdom and Austria. He joined Glencore in 2007 as CEO of its zinc division in Bolivia, returning in 2019 to the copper division to work on operational strategy, technical services, projects and capital management. Between 2015 and 2019, Mr. Rode was president of BHP’s Minera Escondida Ltda. in Chile and then Chief Executive Officer of zinc producer Nyrstar. Since September 2020, Mr. Rode joined Sibelco as group CEO. Mr. Rode holds a bachelor’s degree in Chemical Engineering from the University of Stellenbosch, South Africa, a Master’s in Environmental Engineering and a Doctorate in Chemical Engineering from State University, Buffalo, New York, and a Certificate in the Advanced Management Program from Harvard Business School.

Jane Sadowsky. Ms. Sadowsky has been a member of our Board of directors since January 2018. Ms. Sadowsky has a broad and diverse range of finance and deal related expertise and also has sector expertise in power and utilities and the related fields of commodities, renewables, power technology, infrastructure, and energy. She has a depth of knowledge and experience in mergers and acquisitions, public and private debt and equity, corporate restructurings and cross-border transactions. Ms. Sadowsky retired from Evercore Partners, after more than 22 years as an investment banker. Prior to Evercore Partners, she worked in Citigroup’s Investment Bank and began her investment banking career at Donaldson, Lufkin & Jenrette. Currently, Ms. Sadowsky serves on the board, the audit and the compensation committees of Allied Gold, Inc., and chairs Allied Gold’s nomination and governance committee. She also serves as a senior advisor at Moelis &. Company, a U.S. publicly traded company. Ms. Sadowsky also serves on the board and Remuneration Committee of Scientific Games, a PE-backed company based in the US and the NY Chapter of NACD. Ms. Sadowsky earned her MBA from the Wharton School in 1989 and her bachelor’s degree in Political Science and International Relations from the University of Pennsylvania in 1983. Ms. Sadowsky has received the NACD Directorship Certification. She is a National Association of Corporate Directors Governance fellow and a frequent speaker at board governance conferences throughout the United States.

Luís Ermírio de Moraes. Mr. Moraes has been a member of our Board of Directors since 2016, and was the Chair of the Board of Directors until July 30, 2020. He was a member and the Chairman of the board of directors of Nexa Brazil until 2018. Mr. Moraes has over 35 years of experience working in mining and metallurgical operations. He is a member of the board of directors of VSA, which is the Portfolio Manager Board of the Votorantim Group. Mr. Moraes is Chairman of the board of directors of CBA, the largest integrated aluminum producer in Brazil. He is a board member of Hejoassu, which is the ownership board of Votorantim. Mr. Moraes previous roles include director of VSA since 2000. Mr. Moraes also worked as an engineer in various processes in the areas of alumina refinery, smelter and aluminum smelting, pyrometallurgical and hydrometallurgical mineral processing of nickel laterites, developing novel projects for the separation and refining of cobalt. In the early 2000s, Mr. Moraes was the shareholder responsible for the creation and development of a new Votorantim business area with investments in IT and biotechnology. Mr. Moraes received a bachelor’s degree in mineral and chemistry engineering from the Colorado School of Mines, in the state of Colorado, United States, in 1982.

Paulo Ermírio de Moraes Macedo. Mr. Macedo has been a member of our Board of directors since June 2024. He is a co-founder and partner of 4×4 Capital, a New York based private equity firm focused on investing in the consumer, industrial and services sectors. Mr. Macedo led the acquisition of 1440 Foods (the former sports and active nutrition division of The Bountiful Company) from KKR and The Carlyle Group in 2021 and served as its Chief Financial Officer until the sale of the company to Bain Capital Private Equity in 2023. Mr. Macedo currently serves as Board Observer of 1440 Foods and as board member of Hejoassu Administração, the ownership board of Grupo Votorantim. Prior to that, Mr. Macedo served on the Board of Citrosuco from 2020 to 2021. Mr. Macedo started his career as an investment banker at Merrill Lynch International in London, working in several M&A and capital market transactions for large European industrial and mining companies and also worked at CVC Capital Partners in its Private Equity team in Sao Paulo, Brazil. Mr. Macedo earned his MBA from Stanford University and received his M.S. and B.S. in engineering from École Nationale des Ponts et Chaussées and Escola Politécnica-USP, where he was a CAPES Foundation Scholar.

The Board of Directors has nominated Mr. Flavio Aidar for election as director of the Company, with term of office starting on October 1, 2024, and expiring at the 2025 annual general meeting of shareholders of the Company and may be extended to the 2026 annual general shareholders meeting upon the shareholders’ approval at the 2025 Annual General Meeting.

Nominee for Election to the Company’s Board of Directors

Below you will find some information concerning the nominee for election to the Board of Directors:

Flavio Aidar. Mr. Aidar has been a member of our Board of directors since October 2024. He brings experience in the industrial, infrastructure, and mining sectors, along with extensive board experience in various countries and financial markets. He is currently Managing Director of Votorantim S.A. and member of the Board of directors of Companhia Brasileira de Alumínio since October 2024. He previously served as CEO of InterCement, a leading global cement company with a presence in Latin America, Europe, and Africa. His previous board roles include: Director of CCR S.A., Chairman of Loma Negra, Chairman of lnterCement Brasil S.A., and Chairman of Brazil’s Cement Industry Associations. Before holding these positions, Mr. Aidar was a Managing Director in the Investment Banking Division of Goldman Sachs and a member of its management committee in Brazil. Mr. Aidar holds a degree in Business Administration from Fundação Getúlio Vargas.

Share ownership

Luís Ermírio de Moraes, a member of our Board of Directors, indirectly owns approximately 2,379,242, or 1.79%, of our common shares. As of December 31, 2024, none of our executive officers own, beneficially or of record, any of our common shares.

EXECUTIVE OFFICERS AND MANAGEMENT COMMITTEE

Executive officers

We have global executives and management teams for our main subsidiaries. Each subsidiary team has a management structure that adheres to our corporate governance rules. Our executives currently are as follows:

The business address of our executives is Avenida Engenheiro Luís Carlos Berrini, n° 105, 6th floor, São Paulo, State of São Paulo, Brazil.

A brief biographical description of each of our executives is presented below:

Ignacio Rosado. Mr. Rosado has been our Chief Executive Officer since January 2022. He has more than 16 years of experience in the metals and mining industry, and extensive board experience in different countries. Mr. Rosado led the initial public offering of Hochschild Mining Plc, and its acquisition strategy on Canadian Mining Assets. He also led the reorganization and transformation of Volcan Compañia Minera S.A.A. (“Volcan”) which included the construction of two new polymetallic mines and the issuance of bonds for more than US$1 billion. Prior to joining Nexa Resources, Mr. Rosado was the CEO of Volcan since 2014 and its Deputy CEO since 2010. Prior to Volcan, he served as Director and Chief Financial Officer at Hochschild Mining Plc. since 2005 and as a Senior Project Manager at McKinsey & Company since 2000. During his career, he also served on the board of directors of Lake Shore Gold Corp., Zincore Metals, Cordoba Minerals, and Kaizen Discovery. Mr. Rosado graduated with a degree in Economics in 1992 from Universidad del Pacifico and an MBA from the Ross School of Business, University of Michigan in 2000.

José Carlos del Valle. Mr. del Valle has been our Senior Vice President of Finance and Group Chief Financial Officer since October 3, 2022, and he also serves as Chief Executive Officer of Nexa Peru since November 2022. He has extensive knowledge of the metals and mining industry and more than 25 years of experience in finance and planning. Mr. del Valle joined Nexa after spending nine years as CFO at Compañía Minera Antamina, where he led a successful company-wide transformation program and a US$1 billion syndicated loan financing initiative, among other key efforts. Before Antamina, he was the CFO of Volcan Compañía Minera and he held various leadership positions at well-known companies, including McKinsey & Company, Standard Chartered Bank, and Wells Fargo Bank, among others. Mr. del Valle holds a Business Administration degree from California State University, as well as an MBA from The Wharton School. He also graduated from the Advanced Management Program at Harvard Business School.

Mauro Davi Boletta. Mr. Boletta has been our Senior Vice President of Smelting Operations and Commercial since 2016. Mr. Boletta has over 30 years of experience with operations. He joined Votorantim Metais S.A. in 1986, having served in several production areas. Between 2010 and 2011, he was responsible for the design review of an aluminum smelter in Trinidad and Tobago. Mr. Boletta graduated with a degree in electrical engineering from the Federal University of Itajubá, UNIFEI in 1985 and holds an MBA from FGV.

Leonardo Nunes Coelho. Mr. Coelho has been our Senior Vice President of Mining Operations since 2017. Mr. Coelho has over 20 years of experience managing mining operations with focus at gold and zinc. Prior to joining us, Mr. Coelho worked for Anglo Gold Ashanti Ltd. for 15 years, where he initiated his career as a Trainee. In Anglo Gold Ashanti Ltd., Mr. Coelho has led mining operations and the expansion of mining projects and served as General Manager of the Cuiabá and Lamego complexes as his last position at this company. Mr. Coelho graduated with a degree in Mine Engineering in 2001 from the Federal University of the State of Minas Gerais (“UFMG”) and has obtained graduate degrees from the Kellogg Graduate School of Management in 2015 in the United States, the Dom Cabral Foundation in 2009 in Brazil and the University of Cape Town in 2005 in South Africa as well as a qualification at INSEAD in digital transformation in 2018 and MIT in 2019.

Jones Aparecido Belther. Mr. Belther has been our Senior Vice President of Technical Services & Business Development since October 2024. Prior to this role, he served as Senior Vice President of Mineral Exploration & Business Development since 2014. He has over 28 years of experience in the area. He held the same position at Votorantim Metais S.A. between 2004 and 2014. Prior to joining us, he was country manager at Vale in Peru between 2002 and 2004. He has worked in Brazil and abroad in companies such as Rio Tinto Brasil, Golden Star Resources, in Suriname, Phelps Dodge in Brazil and Chile, Vale in Brazil and Peru, and other companies. Mr. Belther graduated with a degree in Geology in 1991 from the São Paulo State University, UNESP, in Brazil, where he also obtained a Master’s degree in 2000 in Mineral Exploration.

Gustavo Cicilini. Mr. Cicilini became Vice President of Human Resources and Corporate Affairs in 2019. Mr. Cicilini joined Nexa Resources in 2018 as senior Human Resources manager for attraction, development and culture and has been responsible for leading a culture transformation program. He has over 20 years of professional experience in various business sectors, including telecommunication, food and beverage, mobility solutions, industrial technology, consumer goods, energy and building technology. He has previously worked in companies including Algar Telecom, AmBev and Robert Bosch and been located throughout Latin America, including in Peru, Colombia, Ecuador, Venezuela, Panama and Costa Rica. Mr. Cicilini previously worked as Regional Corporate Human Resources Project Manager and has been responsible for change management and innovation, business intelligence and cross-selling functions. He holds a degree in Psychology and an MBA in Business Administration. Mr. Cicilini will be leaving the company in April 2025. We are currently working on a transition plan to ensure continuity in leadership and strategic initiatives within the Human Resources and Corporate Affairs functions.

Renata Penna Moreira Gunzburger. Ms. Penna has been our Vice President of Legal & Governance since April 2023. Ms. Penna joined Nexa as Chief Legal Counsel and Head of Governance in 2017. With more than 20 years of experience, Ms. Penna has focused on M&A, project finance and capital market transactions and she served as counsel and project manager on Nexa’s initial public offering in October 2017. As of 2024, she also serves as a member of the board of directors of FUNSEJEM. Prior to Nexa, she led LATAM, M&A and Finance divisions within the Legal Department of Votorantim Cimentos for six years, as well as worked for law firms such as Linklaters, Lobo & de Rizzo and Barbosa Mussnich & Aragão Advogados. Ms. Penna has a Bachelor from Pontifícia Universidade Católica de São Paulo and a Master of Law Degree (LL.M.) from the University of Chicago Law School, an Executive MBA from Instituto de Ensino e Pesquisa (“INSPER”) and completed an Executive Education Program on Women on Board from Harvard Business School.

Evaluation of executive officers

On an annual basis, the performance of our executive officers is evaluated by the Chief Executive Officer, the compensation, nominating and governance committee and ultimately, the Board of Directors. We strive to create a strong ethical and high-performance culture, as well work to ensure an appropriate succession plan that ensures the continuity of our business. In addition to future business needs, we consider the core skills, experience and personal attributes necessary to carry out our strategy.

Each year, our Chief Executive Officer presents to the Board of Directors a report on potential successors to his position, which considers the ability of succession candidates to succeed the Chief Executive Officer in an emergency, on an interim or permanent basis, as well as critical experiences and other attributes required in order for each candidate to enhance his or her readiness for succession. Our Board of Directors discusses potential successors with the Chief Executive Officer, as well as potential successors to each member of the management team.

Position descriptions

Our Board of Directors has developed position descriptions for each of the Chief Executive Officer and chief financial officer (the “Chief Financial Officer”), which are discussed below.

Chief Executive Officer

Our Board of Directors believes that our Chief Executive Officer must have experience in, among other things: leading businesses of a similar complexity and scale; carrying out growth and value creation mandates; participating in mergers and acquisitions; articulating and executing long-term corporate strategies; and facilitating development within high achieving organizations. In addition, our Board of Directors expects our Chief Executive Officer to have knowledge of the mining and metals industry, international experience and an extensive global network. According to our Board of Directors, our Chief Executive Officer should possess the following attributes, among others: a hands-on approach to the business; an alignment with our values; resiliency and credibility; a good reputation within the market; and the ability to communicate with and influence stakeholders.

Chief Financial Officer

Our Board of Directors believes that our Chief Financial Officer must have experience in, among other things: leading accounting, controllership, financial planning and analysis, investor relations, treasury matters, mergers and acquisitions and risk management activities; formulating a company’s plan and direction for the future; developing financial, operational and tax-related strategies; managing transactions; overseeing internal controls in compliance with applicable laws and regulations; and implementing all financial-related activities within a company. In addition, our Board of Directors expects our Chief Financial Officer to have public company experience, strong analytical and business valuation skills and knowledge of national securities exchanges, such as the NYSE, international experience and an extensive global network. According to our Board of Directors, our Chief Financial Officer should possess the following attributes, among others: a hands-on approach to the business; an alignment with our values; resiliency and credibility; a good reputation in the market; and the ability to communicate with and influence stakeholders.

Management committee

In accordance with our Articles, the Board of Directors may delegate its powers to conduct our management and affairs, as well as its representation of us with respect to such matters, to a management committee. The management committee consists of at least three, and a maximum of eleven, members. The members are not required to be shareholders or directors of Nexa. The Board of Directors may not delegate its powers related to general guidance of our business or acts reserved to the Board of Directors pursuant to the 1915 Law.

The following table sets forth the current members of our management committee, and their respective positions. The term of the members of our management committee expires on the day of the first Board of Directors’ meeting held after the 2025 general shareholders’ meeting.

Conduct Committee

Our conduct committee reports to the Chief Executive Officer and was created on January 1, 2014. Its internal rules were revised and updated on December 2, 2019.

The conduct committee may be composed of at least seven members, such members being necessarily the Chief Executive Officer, the Vice President of Human Resources and Corporate Affairs, the Vice President of Legal & Governance, the Head of Internal Audit, Compliance and Internal Controls, the Ethics Line Manager and two representatives of the Ethics Line program, a confidential reporting system managed by a qualified and independent external entity available to internal and external parties designed to allow anonymous reporting of violations of our code of conduct, policies and internal procedures or applicable laws.

Our conduct committee’s primary responsibilities are to assist the management committee in enforcing the code of conduct, reviewing any claims raised through the Ethics Line program, and identifying claims that should be rated as critical. The conduct committee also assists our audit committee by ensuring that any claim filed through the Ethics Line program and rated as critical is properly elevated to the audit committee for further review.

Family relationships among executives

Our executives do not have any family relationships among themselves or with any other of our employees.

SHAREHOLDER COMMUNICATIONS

Shareholders may contact any of the Company’s directors, including the Chair, the non-management directors as a group, the chair of any committee of the Board of Directors or any committee of the Board by writing them as follows:

Nexa Resources S.A.
37A, Avenue J. F. Kennedy
L-1855 Luxembourg, Grand-Duchy of Luxembourg
Attn: Legal Department

Concerns relating to accounting, internal controls or auditing matters should be communicated to the Company through the Corporate Secretary and will be handled in accordance with the procedures established by the audit committee with respect to such matters.

PROPOSALS OF SHAREHOLDERS

Shareholders who together hold at least ten percent (10%) of the share capital and intend to have an item added to the agenda of the 2025 Annual General Meeting or the Extraordinary General Meeting must comply with the requirements contained in article 13.9 of our Articles. We reserve the right (subject to Luxembourg law) to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.

WHERE YOU CAN FIND MORE INFORMATION

Nexa files annual and special reports and other information with the SEC. You may read and copy any reports or other information on file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at (+1) 202 551-6551 for further information on the public reference room.

Nexa’s SEC and Canadian securities filings are also available to the public on the SEC’s internet website at www.sec.gov and on Canadian securities regulatory authorities’ internet website at www.sedarplus.ca. In addition, Nexa’s SEC filings are also available to the public on Nexa’s website, https://ri.nexaresources.com/financial-information/annual-reports/. Information contained on Nexa’s website is not incorporated by reference into this document, and you should not consider information contained on that website as part of this document.

Important Notice Regarding the Availability of Proxy Materials for the
Shareholders’ Meetings to be Held on May 8, 2025

Information is now available regarding the 2025 Annual General Meeting and the Extraordinary General Meeting of Shareholders (the “Meetings”) at https://ri.nexaresources.com/corporate-governance/shareholders-meeting/.

YOUR VOTE IS IMPORTANT. OUR BOARD OF DIRECTORS URGES YOU TO
VOTE BY MARKING, DATING, SIGNING AND RETURNING A PROXY CARD.

With respect to all of the proposals and matters considered at the Annual General Meeting and the Extraordinary General Meeting, common shares held through a broker or other intermediary will not be voted unless the beneficial holder notifies the broker or other intermediary through which the shares are held with instructions regarding how to vote. We strongly encourage you to provide instructions to your broker or other intermediary to vote your shares and exercise your right as a shareholder.

If you wish to attend the Meetings in person, you must reserve your seat by 6:00 p.m. Luxembourg time, 12:00 p.m. EDT, on May 2, 2025, by contacting our Investor Relations department at ir@nexaresources.com. Additional details regarding requirements for admission to the Meetings are described in the Proxy Statement under the heading “Who May Attend the Meetings?”.

If you are a holder of record of our common shares as of the Record Date, you will be admitted to the meeting upon presenting a form of photo identification. If you own common shares beneficially through a bank, broker or otherwise, you will be admitted to the Meeting upon presenting a form of photo identification and proof of share ownership as of the Record Date; in order to vote at the Meeting, you must bring a valid proxy signed by the record holder. A recent brokerage statement reflecting your ownership as at the close of business (EDT) on March 27, 2025 (the “Record Date”) or a letter from a bank or broker confirming your ownership as at the Record Date are examples of proof of share ownership for purposes of admission to the Meetings. If you are a holder of common shares you will be entitled to vote at the Meetings or any adjournment or postponement thereof.

Regardless of whether or not you plan to attend the Meetings, please follow the instructions you received to authorize a proxy to vote your shares as soon as possible to ensure that your shares are represented at the Meetings. Any shareholder that decides to attend the Meetings in person may, if so desired, revoke the prior proxy by voting such person’s common shares at the Meetings as further described in the Proxy Statement under the heading “What Is the Process for Revocation of Proxies?”.

Luxembourg
April 2, 2025

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