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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/27/24 Nexa Resources S.A. 20-F 12/31/23 162:74M MZ Technologies/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 6.42M
Non-Canadian Issuer
2: EX-2.4 Plan of Acquisition, Reorganization, Arrangement, HTML 54K
Liquidation or Succession
3: EX-8 Opinion of Counsel re: Tax Matters HTML 41K
6: EX-13.1 Annual or Quarterly Report to Security Holders HTML 39K
10: EX-97.0 Clawback Policy re: Recovery of Erroneously HTML 63K
Awarded Compensation
4: EX-12.1 Statement re: the Computation of Ratios HTML 42K
5: EX-12.2 Statement re: the Computation of Ratios HTML 42K
7: EX-15.2 Letter re: Unaudited Interim Financial Info HTML 6.88M
8: EX-15.5 Letter re: Unaudited Interim Financial Info HTML 37K
9: EX-15.6 Letter re: Unaudited Interim Financial Info HTML 36K
16: R1 Cover HTML 111K
17: R2 Consolidated income statement HTML 92K
18: R3 Consolidated income statement (Parenthetical) HTML 47K
19: R4 Consolidated statement of comprehensive income HTML 79K
20: R5 Consolidated statement of balance sheet HTML 146K
21: R6 Consolidated statement of cash flow HTML 160K
22: R7 Consolidated statement of changes in shareholders' HTML 80K
equity
23: R8 General information HTML 41K
24: R9 Information by business segment HTML 222K
25: R10 Basis of preparation of the consolidated financial HTML 41K
statements
26: R11 Principles of consolidation HTML 134K
27: R12 Changes in the main accounting policies and HTML 53K
disclosures
28: R13 Net revenues HTML 123K
29: R14 Expenses by nature HTML 82K
30: R15 Mineral exploration and project evaluation HTML 48K
31: R16 Other income and expenses, net HTML 71K
32: R17 Net financial results HTML 80K
33: R18 Current and deferred income tax HTML 148K
34: R19 Financial risk management HTML 512K
35: R20 Financial instruments HTML 140K
36: R21 Fair value estimates HTML 105K
37: R22 Cash and cash equivalents HTML 47K
38: R23 Other financial instruments HTML 171K
39: R24 Trade accounts receivables HTML 89K
40: R25 Inventory HTML 59K
41: R26 Other assets HTML 52K
42: R27 Related parties HTML 157K
43: R28 Property, plant and equipment HTML 211K
44: R29 Intangible assets HTML 134K
45: R30 Right-of-use assets and lease liabilities HTML 120K
46: R31 Loans and financings HTML 155K
47: R32 Trade Payables HTML 47K
48: R33 Confirming Payables HTML 52K
49: R34 Dams, asset retirement and environmental HTML 81K
obligations
50: R35 Provisions HTML 128K
51: R36 Contractual obligations HTML 59K
52: R37 Shareholders? equity HTML 189K
53: R38 Impairment of long-lived assets HTML 115K
54: R39 Long-term commitments HTML 43K
55: R40 Information by business segment (Tables) HTML 217K
56: R41 Principles of consolidation (Tables) HTML 123K
57: R42 Net revenues (Tables) HTML 119K
58: R43 Expenses by nature (Tables) HTML 80K
59: R44 Mineral exploration and project evaluation HTML 45K
(Tables)
60: R45 Other income and expenses, net (Tables) HTML 62K
61: R46 Net financial results (Tables) HTML 77K
62: R47 Current and deferred income tax (Tables) HTML 140K
63: R48 Financial risk management (Tables) HTML 500K
64: R49 Financial instruments (Tables) HTML 134K
65: R50 Fair value estimates (Tables) HTML 94K
66: R51 Cash and cash equivalents (Tables) HTML 45K
67: R52 Other financial instruments (Tables) HTML 150K
68: R53 Trade accounts receivables (Tables) HTML 89K
69: R54 Inventory (Tables) HTML 56K
70: R55 Other assets (Tables) HTML 51K
71: R56 Related parties (Tables) HTML 159K
72: R57 Property, plant and equipment (Tables) HTML 200K
73: R58 Intangible assets (Tables) HTML 129K
74: R59 Right-of-use assets and lease liabilities (Tables) HTML 118K
75: R60 Loans and financings (Tables) HTML 154K
76: R61 Trade Payables (Tables) HTML 45K
77: R62 Confirming Payables (Tables) HTML 48K
78: R63 Dams, asset retirement and environmental HTML 76K
obligations (Tables)
79: R64 Provisions (Tables) HTML 117K
80: R65 Contractual obligations (Tables) HTML 51K
81: R66 Shareholders? equity (Tables) HTML 172K
82: R67 Impairment of long-lived assets (Tables) HTML 90K
83: R68 General information (Details Narrative) HTML 39K
84: R69 Information by business segment (Details) HTML 126K
85: R70 Principles of consolidation (Details) HTML 109K
86: R71 Net revenues (Details) HTML 51K
87: R72 Net revenues (Details 1) HTML 62K
88: R73 Net revenues (Details 2) HTML 90K
89: R74 Net revenues (Details 3) HTML 47K
90: R75 Net revenues (Details Narrative) HTML 45K
91: R76 Expenses by nature (Details) HTML 65K
92: R77 Mineral exploration and project evaluation HTML 43K
(Details)
93: R78 Other income and expenses, net (Details) HTML 66K
94: R79 Other income and expenses, net (Details Narrative) HTML 54K
95: R80 Net financial results (Details) HTML 78K
96: R81 Net financial results (Details Narrative) HTML 46K
97: R82 Current and deferred income tax (Details) HTML 72K
98: R83 Current and deferred income tax (Details 1) HTML 81K
99: R84 Current and deferred income tax (Details 2) HTML 52K
100: R85 Financial risk management (Details) HTML 206K
101: R86 Financial risk management (Details 1) HTML 68K
102: R87 Financial risk management (Details 2) HTML 99K
103: R88 Financial risk management (Details 3) HTML 101K
104: R89 Financial risk management (Details 4) HTML 67K
105: R90 Financial instruments (Details) HTML 101K
106: R91 Current and deferred income tax (Details HTML 52K
Narrative)
107: R92 Fair value estimates (Details) HTML 63K
108: R93 Fair value estimates (Details Narrative) HTML 41K
109: R94 Cash and cash equivalents (Details) HTML 44K
110: R95 Other financial instruments (Details) HTML 59K
111: R96 Other financial instruments (Details 1) HTML 57K
112: R97 Other financial instruments (Details 2) HTML 59K
113: R98 Other financial instruments (Details 3) HTML 49K
114: R99 Other financial instruments (Details 4) HTML 46K
115: R100 Other financial instruments (Details Narrative) HTML 46K
116: R101 Composition of Trade accounts receivables HTML 50K
(Details)
117: R102 Changes in impairment of trade accounts HTML 47K
receivables (Details 1)
118: R103 Trade accounts receivables (Details 2) HTML 45K
119: R104 Trade accounts receivables (Details 3) HTML 54K
120: R105 Inventory (Details) HTML 49K
121: R106 Inventory (Details 1) HTML 44K
122: R107 Inventory (Details Narrative) HTML 42K
123: R108 Other assets (Details) HTML 56K
124: R109 Related parties (Details) HTML 77K
125: R110 Related parties (Details 1) HTML 61K
126: R111 Related parties (Details 2) HTML 44K
127: R112 Property, plant and equipment (Details) HTML 113K
128: R113 Intangible assets (Details) HTML 82K
129: R114 Intangible assets (Details Narrative) HTML 47K
130: R115 Right-of-use assets and lease liabilities HTML 97K
(Details)
131: R116 Right-of-use assets and lease liabilities (Details HTML 55K
1)
132: R117 Loans and financings (Details) HTML 90K
133: R118 Loans and financings (Details 1) HTML 58K
134: R119 Loans and financings (Details 2) HTML 61K
135: R120 Loans and financings (Details 3) HTML 51K
136: R121 Loans and financings (Details 4) HTML 66K
137: R122 Loans and financings (Details Narrative) HTML 48K
138: R123 Trade Payables (Details) HTML 43K
139: R124 Confirming Payables (Details) HTML 39K
140: R125 Confirming Payables (Details 1) HTML 44K
141: R126 Confirming Payables (Details Narrative) HTML 44K
142: R127 Dams, asset retirement and environmental HTML 68K
obligations (Details)
143: R128 Provisions (Details) HTML 72K
144: R129 Provisions (Details 1) HTML 56K
145: R130 Provisions (Details 2) HTML 57K
146: R131 Provisions (Details Narrative) HTML 54K
147: R132 Contractual obligations (Details) HTML 50K
148: R133 Contractual obligations (Details Narrative) HTML 44K
149: R134 Shareholders' equity (Details) HTML 72K
150: R135 Shareholders' equity (Details 1) HTML 49K
151: R136 Shareholders' equity (Details 2) HTML 104K
152: R137 Shareholders? equity (Details Narrative) HTML 83K
153: R138 Impairment of long-lived assets (Details) HTML 53K
154: R139 Impairment of long-lived assets (Details 1) HTML 43K
155: R140 Impairment of long-lived assets (Details 2) HTML 69K
156: R141 Impairment of long-lived assets (Details HTML 60K
Narrative)
157: R142 Long-term commitments (Details Narrative) HTML 44K
159: XML IDEA XML File -- Filing Summary XML 304K
162: XML XBRL Instance -- nexaform20f_2023_htm XML 7.23M
158: EXCEL IDEA Workbook of Financial Report Info XLSX 348K
12: EX-101.CAL XBRL Calculations -- nexa-20231231_cal XML 290K
13: EX-101.DEF XBRL Definitions -- nexa-20231231_def XML 1.22M
14: EX-101.LAB XBRL Labels -- nexa-20231231_lab XML 2.32M
15: EX-101.PRE XBRL Presentations -- nexa-20231231_pre XML 1.70M
11: EX-101.SCH XBRL Schema -- nexa-20231231 XSD 536K
160: JSON XBRL Instance as JSON Data -- MetaLinks 600± 847K
161: ZIP XBRL Zipped Folder -- 0001292814-24-001026-xbrl Zip 1.80M
NEXA RESOURCES S.A.
POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
1. Purpose. The purpose of this Policy is to describe the circumstances in which Executive Officers will be required to repay or return Erroneously Awarded Compensation to the Company Group in accordance with the Clawback Rules. Each Executive Officer shall be required to sign and return to the Company the Acknowledgement Form attached hereto as Exhibit A pursuant to which such Executive Officer will acknowledge that he or she is bound by the terms of this Policy; provided, however, that this Policy shall apply to, and be enforceable against, any Executive Officer and his or her successors (as specified in Section 11 of this Policy), including those who succeed any Executive Officer on an interim basis, regardless of whether or not such Executive Officer properly signs and returns to the Company such Acknowledgement Form and regardless of whether or not such Executive Officer is aware of his or her status as an Executive Officer. This Policy is designed to comply with the Clawback Rules.
2. Administration. Except as specifically set forth herein, this Policy shall be administered by the Compensation, Nominating and Governance (CNG) Committee of the Board unless the Board determines to administer this Policy itself. Any determinations made by the CNG Committee shall be final and binding on all affected individuals and need not be uniform with respect to each individual covered by this Policy. Subject to any limitation under applicable law, the Board and/or the CNG Committee may authorize and empower any officer or employee of the Company Group to take any and all actions necessary or appropriate to carry out the purpose and intent of this Policy (other than with respect to any recovery under this Policy involving such officer or employee).
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below.
(a) “Accounting Restatement” shall mean an accounting restatement: (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws (as used in the Clawback Rules), including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements (a “Big R” restatement); or (ii) that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (a “little r” restatement). For the avoidance of doubt, financial statements to be considered in the previous paragraph are Company’s consolidated financial statements for the relevant fiscal year(s) prepared in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board (“Consolidated IASB IFRS”) included in the relevant fillings of the Company under the securities laws.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Clawback Eligible Incentive Compensation” shall mean, with respect to each individual who served as an Executive Officer at any time during the applicable performance period for any Incentive-based Compensation (whether or not such Executive Officer is serving at the time the Erroneously Awarded Compensation is required to be repaid to the Company Group),
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all Incentive-based Compensation Received by such Executive Officer: (i) on or after the Effective Date; (ii) after beginning service as an Executive Officer; (iii) while the Company has a class of securities listed on the NYSE; and (iv) during the applicable Clawback Period.
(d) “Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years.
(e) “Clawback Rules” shall mean Section 10D of the Exchange Act and any applicable rules or standards adopted by the SEC (including Rule 10D-1 under the Exchange Act), the NYSE (including Section 303A.14 of the NYSE Listed Company Manual) or the rules of any other U.S. national securities exchange or national securities association on which the Company’s securities are listed, in each case as may be in effect from time to time.
(f) “CNG Committee” shall mean the Compensation, Nominating and Governance Committee of the Board, or any other committee designated by the Board to administer the Policy, and in the absence of such a committee, a majority of the independent directors serving on the Board.
(g) “Company” shall mean Nexa Resources S.A.
(h) “Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i) “Effective Date” shall mean October 2, 2023.
(j) “Erroneously Awarded Compensation” shall mean, with respect to each Executive Officer in connection with an Accounting Restatement, the amount of Clawback Eligible Incentive Compensation that exceeds the amount of Incentive-based Compensation that otherwise would have been Received had it been determined based on the restated amounts, computed without regard to any taxes paid.
(k) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
(l) “Executive Officer” shall mean any individual who is (or was at any time during the applicable Clawback Period) a managing or executive officer as determined in the Company’s Article of Association or by the Board or the CNG Committee in accordance with the definition of “executive officer” as set forth in the Clawback Rules and any other senior executive, employee or other personnel of the Company Group who may from time to time be deemed subject to the Policy by the CNG Committee. For the avoidance of doubt, the CNG Committee shall have full discretion to determine which individuals in the Company Group shall be considered an “Executive Officer” for purposes of this Policy. Individuals serving in the following roles at the Company Group shall be deemed to be an Executive Officer for the purposes of this Policy: the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration, or finance), any other officer
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who performs a policy-making function, or any other person who performs similar policymaking functions for the Company or Company Group.
(m) “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures that are derived wholly or in part from such measures. Stock price and total shareholder return shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented within the Company’s financial statements or included in a filing with the SEC.
(n) “Incentive-based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure.
(o) “Impracticable” shall mean, in accordance with the good faith determination of the independent directors of the CNG Committee that either: (i) the direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Erroneously Awarded Compensation, documented such reasonable attempt(s) and provided such documentation to the NYSE (ii) recovery would violate Luxembourg law where that law was adopted prior to November 28, 2022, provided that, before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of Luxembourg law, the Company has obtained an opinion of Luxembourg counsel, acceptable to the NYSE, that recovery would result in such a violation and a copy of the opinion is provided to the NYSE; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
(p) “Method of Recovery” shall include, but is not limited to: (i) requiring reimbursement of Erroneously Awarded Compensation; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based awards; (iii) offsetting the Erroneously Awarded Compensation from any compensation otherwise owed by the Company Group to the Executive Officer; (iv) cancelling outstanding vested or unvested equity awards; and (v) taking any other remedial and recovery action permitted by applicable law, as determined by the CNG Committee.
(q) “NYSE” shall mean the New York Stock Exchange.
(r) “Policy” shall mean this Policy for the Recovery of Erroneously Awarded Compensation, as the same may be amended and/or restated from time to time.
(s) “Received” shall, with respect to any Incentive-based Compensation, mean deemed receipt and Incentive-based Compensation shall be deemed received in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-based Compensation award is attained, even if the payment or grant of the Incentive-based Compensation occurs after the end of that period. For the avoidance of doubt, Incentive-Based Compensation that is subject to both a Financial Reporting Measure vesting condition and a service-based vesting
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condition shall be considered received when the Financial Reporting Measure is achieved, even if the Incentive-Based Compensation continues to be subject to the service-based vesting condition.
(t) “Restatement Date” shall mean the earlier to occur of: (i) the date the Board, a committee of the Board or the Executive Officer or Executive Officers of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement; or (ii) the date a court, regulator or other legally authorized body directs the Company to prepare an Accounting Restatement.
(u) “SEC” shall mean the U.S. Securities and Exchange Commission.
4. Repayment of Erroneously Awarded Compensation.
(a) In the event the Company is required to prepare an Accounting Restatement, the CNG Committee shall reasonably promptly (in accordance with the applicable Clawback Rules) determine the amount of any Erroneously Awarded Compensation for each Executive Officer in connection with such Accounting Restatement and shall reasonably promptly thereafter provide each Executive Officer with notice containing the amount of Erroneously Awarded Compensation and a demand for repayment or return, as applicable. For Incentive-based Compensation based on stock price or total shareholder return where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, the amount shall be determined by the CNG Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-based Compensation was Received (in which case, the Company shall maintain documentation of such determination of that reasonable estimate and provide such documentation to the NYSE). The CNG Committee is authorized to engage, on behalf of the Company, any third-party advisors it deems advisable in order to perform any calculations contemplated by this Policy. For the avoidance of doubt, recovery under this Policy with respect to an Executive Officer shall not require the finding of any misconduct by such Executive Officer or such Executive Officer being found responsible for the accounting error leading to an Accounting Restatement.
(b) In the event that any repayment of Erroneously Awarded Compensation is owed to the Company Group, the CNG Committee shall, or shall cause one or more other members of the Company Group to, recover reasonably promptly the Erroneously Awarded Compensation through any Method of Recovery it deems reasonable and appropriate in its discretion based on all applicable facts and circumstances and taking into account the time value of money and the cost to shareholders of delaying recovery. For the avoidance of doubt, except to the extent permitted pursuant to the Clawback Rules, in no event may the Company Group accept an amount that is less than the amount of Erroneously Awarded Compensation in satisfaction of an Executive Officer’s obligations hereunder. Notwithstanding anything herein to the contrary, the Company shall not be required to take the actions contemplated in this Section 4(b) if the independent directors serving on the CNG Committee determines in good faith that recovery would be Impracticable. In implementing the actions contemplated in this Section 4(b), the CNG Committee will act in accordance with the listing standards and requirements of the NYSE and with the applicable Clawback Rules.
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5. Reporting and Disclosure. The Company shall file all disclosures with respect to this Policy in accordance with the requirements of U.S. federal securities laws, including any disclosure required by applicable SEC rules.
6. Indemnification Prohibition. No member of the Company Group shall be permitted to indemnify any Executive Officer against the loss of any Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy and/or pursuant to the Clawback Rules, including any payment or reimbursement for the cost of third-party insurance purchased by any Executive Officer to cover any such loss under this Policy and/or pursuant to the Clawback Rules. Further, no member of the Company Group shall enter into any agreement that exempts any Incentive-based Compensation from the application of this Policy or that waives the Company Group’s right to recovery of any Erroneously Awarded Compensation and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date). Any such purported indemnification (whether oral or in writing) shall be null and void.
7. Interpretation. The CNG Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. It is intended that this Policy be interpreted in a manner that is consistent with the requirements of the Clawback Rules. The terms of this Policy shall also be construed and enforced in such a manner as to comply with applicable law, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act, and any other law or regulation that the CNG Committee determines is applicable. In the event any provision of this Policy is determined to be unenforceable or invalid under applicable law (including under Luxembourg law)), such provision shall be applied to the maximum extent permitted by applicable law and shall automatically be deemed amended in a manner consistent with its objectives to the extent necessary to conform to any limitations required by applicable law.
8. Effective Date. This Policy shall be effective as of the Effective Date.
9. Amendment; Termination. The Board may modify, amend or terminate this Policy, in whole or in part, from time to time in its discretion and shall amend any or all of the provisions of this Policy as it deems necessary, including as and when it determines that it is legally required by any federal securities law, SEC rule or NYSE rule. Notwithstanding anything in this Section 9 to the contrary, no amendment or termination of this Policy shall be effective if such amendment or termination would (after taking into account any actions taken by the Company contemporaneously with such amendment or termination) cause the Company to violate the Clawback Rules, or any federal securities law, SEC rule or NYSE rule. Furthermore, unless otherwise determined by the Board or as otherwise amended, this Policy shall automatically be deemed amended in a manner necessary to comply with any change in the Clawback Rules.
10. Other Recoupment Rights; No Additional Payments. The Board and the CNG Committee intends that this Policy will be applied to the fullest extent permitted by applicable law. The CNG Committee may require that any employment agreement, equity award agreement, or any other agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require an Executive Officer to agree to abide by the terms of this Policy. Executive Officers shall be deemed to have accepted continuing employment on terms that include compliance with the Policy, to the extent of its otherwise applicable provisions, and to be
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contractually bound by its enforcement provisions. Executive Officers who cease employment or service with the Company Group shall continue to be bound by the terms of the Policy with respect to Incentive Compensation subject to this Policy. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company Group under applicable law, regulation or rule or pursuant to the terms of any similar policy in any employment agreement, cash-based bonus plan, equity award agreement or similar agreement and any other legal remedies available to the Company Group. Nothing in this Policy precludes the Company from implementing any additional Clawback or recoupment policies with respect to Executive Officers. Application of this Policy does not preclude the Company Group from taking any other action to enforce any Executive Officer’s obligations to the Company or the Company Group, including termination of employment or institution of civil or criminal proceedings or any other remedies that may be available to the Company or Company Group with respect to any Executive Officer.
11. Successors. This Policy shall be binding and enforceable against all Executive Officers and their beneficiaries, estates, heirs, executors, administrators or other legal representatives to the extent required by the Clawback Rules or as otherwise determined by the CNG Committee.
* * *
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Exhibit A
NEXA RESOURCES S.A.
POLICY FOR THE RECOVERY OF ERRONEOUSLY AWARDED COMPENSATION
ACKNOWLEDGEMENT FORM
By signing below, the undersigned executive officer (the “Executive Officer”) acknowledges and confirms that the Executive Officer has received and reviewed a copy of the Nexa Resources S.A. Policy for the Recovery of Erroneously Awarded Compensation (the “Policy”). Capitalized terms used but not otherwise defined in this Acknowledgement Form (this “Acknowledgement Form”) shall have the meanings ascribed to such terms in the Policy.
By signing this Acknowledgement Form, the Executive Officer acknowledges and agrees as follows:
| (a) | the Executive Officer is and will continue to be subject to the Policy and that the Policy will apply both during and after the Executive Officer’s employment with the Company Group; |
| (b) | to the extent necessary to comply with the Policy, the Policy hereby amends any employment agreement, equity award agreement or similar agreement that the Executive Officer is a party to with the Company Group; |
| (c) | the Executive Officer shall abide by the terms of the Policy, including, without limitation, by returning any Erroneously Awarded Compensation to the Company Group to the extent required by, and in a manner permitted by, the Policy; |
| (d) | any amounts payable to the Executive Officer, including any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure or based on the Company Group’s performance shall be subject to the Policy as may be in effect and modified from time to time in the sole discretion of the Company or as required by applicable law or the requirements of an exchange on which the Company’s shares are listed for trading, and that such modification will be deemed to amend this acknowledgment; |
| (e) | the Company Group may recover compensation paid to the Executive Officer through any Method of Recovery the CNG Committee deems appropriate, and the Executive Officer agrees to comply with any request or demand for repayment by the Company Group in order to comply with the Policy; |
| (f) | the Company Group may, to the greatest extent permitted by applicable law, reduce any amount that may become payable to the Executive Officer by any amount to be recovered by the Company Group pursuant to the Policy to the extent such amount has not been returned by the Executive Officer to the Company Group prior to the date that any subsequent amount becomes payable to the Executive Officer. |
[Signature page follows]
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Signature | |
Print Name | |
Date |
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| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/27/24 | |||
| For Period end: | 12/31/23 | 6-K | ||
| 10/2/23 | ||||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/17/22 Nexa Resources S.A. 20-F 12/31/21 148:20M MZ Technologies/FA 11/04/21 Nexa Resources S.A. 20-F/A 12/31/20 10:52M MZ Technologies/FA 3/23/21 Nexa Resources S.A. 20-F 12/31/20 169:120M Toppan Merrill/FA 9/21/17 Nexa Resources S.A. F-1 11:29M Toppan Merrill-FA |