Antofagasta PLC — Proxy Solicitation & Information Statement 2011

Mar 7, 2011

Attendance Card

Please bring this card with you to the meeting and present it at Shareholder registration/accreditation.

Antofagasta plc

The Chairman of Antofagasta plc invites you to attend the Annual General Meeting of the Company to be held at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ on 8 June 2011 at 10.30 am.

Shareholder Reference Number

Please detach this portion before posting this proxy form.

Form of Proxy for Ordinary Shareholders - Annual General Meeting to be held on 8 June 2011

Cast your Proxy online 24/7...It's fast, easy and secure! www.eproxyappointment.com

You will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN and agree to certain terms and conditions.

Control Number: 910714

SRN.

PIN.

To be effective, all proxy appointments must be lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 6 June 2011 at 10.30 am.

Explanatory Notes:

1. Every holder has the right to appoint some other person(s) of their choice, who need not be a shareholder, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided (see reverse).
2. To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on 0870 702 0159 or you may photocopy this form. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in relation to which they are authorised to act as your proxy. Please also indicate by marking the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.
3. To direct your proxy how to vote on the resolutions, complete the appropriate box for each resolution overleaf. If no voting indication is given, your proxy will vote or abstain from voting at his or her discretion. If you do not direct your proxy how to vote on one or more of the resolutions, the fact that you have given this proxy may be required to be made public. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the meeting.

4. The 'Vote Withheld' option overleaf is provided to enable you to abstain on any particular resolution. However, it should be noted that a 'Vote Withheld' is not a vote in law and will not be counted in the calculation of the proportion of the votes 'For' and 'Against' a resolution.

5. Pursuant to regulation 41 of the Uncertificated Securities Regulations 2001, entitlement to attend and vote at the meeting and the number of votes which may be cast thereat will be determined by reference to the Register of Members of the Company as at 10.30 a.m. on 6 June 2011 (or in the event of an adjournment, on the date which is two days before the time of the adjourned meeting). Changes to entries on the Register of Members after that time shall be disregarded in determining the rights of any person to attend and vote at the meeting.

6. In the case of joint holders, the vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote or votes of the other joint holders and seniority is determined by the order in which the names of the holders stand in the Register of Members.
7. The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on 0870 702 0159 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
8. Any alterations made to this form should be initialed.
9. The completion and return of this form will not preclude a member from attending the meeting and voting in person.

Kindly Note: This form is issued only to the addressee(s) and is specific to the unique designated account printed hereon. This personalised form is not transferable between different (i) account holders; or (ii) uniquely designated accounts. The Company and Computershare Investor Services PLC accept no liability for any instruction that does not comply with these conditions.

All Named Holders

50158

047432_7_RUN_ONS/000001/000001/SG150

---

H1038
01
AFH

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Directors' and Auditors' Reports and the Financial Statements for the year ended 31 December 2010.	☐	☐	☐
2. To approve the Remuneration Report for the year ended 31 December 2010.	☐	☐	☐
3. To declare a final dividend.	☐	☐	☐
4. To re-elect Mr J-P Luksic as a Director.	☐	☐	☐
5. To re-elect Mr C H Bailey as a Director.	☐	☐	☐
6. To re-elect Mr G S Menendez as a Director.	☐	☐	☐
7. To re-elect Mr R F Jara as a Director.	☐	☐	☐
8. To re-elect Mr G A Luksic as a Director.	☐	☐	☐
9. To re-elect Mr J G Claro as a Director.	☐	☐	☐
Ordinary Resolutions	For	Against	Vote Withheld
---	---	---	---
10. To re-elect Mr W M Hayes as a Director.	☐	☐	☐
11. To re-elect Mr H Dryland as a Director.	☐	☐	☐
12. To re-elect Mr T C Baker as a Director.	☐	☐	☐
13. To re-appoint Deloitte LLP as auditors and to authorise the Directors to fix their remuneration.	☐	☐	☐
14. To grant authority to the Directors to allot securities.	☐	☐	☐
Special Resolutions
15. To grant power to the Directors to allot securities for cash other than on a pro rata basis to shareholders.	☐	☐	☐
16. To renew the Company's authority to make market purchases of Ordinary Shares.	☐	☐	☐
17. To permit the Company to call general meetings (other than annual general meetings) on 14 clear days' notice.	☐	☐	☐

Signature

Form of Proxy

Please complete this box only if you wish to appoint a third party proxy other than the Chairman. Please leave this box blank if you want to select the Chairman. Do not insert your own name(s).

I/We hereby appoint the Chairman of the meeting OR the person indicated in the box above as my/our proxy to attend, speak and vote in respect of my/our full voting entitlement* on my/our behalf at the Annual General Meeting of Antofagasta plc to be held at Church House Conference Centre, Dean's Yard, Westminster, London SW1P 3NZ on 8 June 2011 at 10.30 am, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 2 (see front).

☐ Please mark here to indicate that this proxy appointment is one of multiple appointments being made.

Ordinary Resolutions	For	Against	Vote Withheld
1. To receive and adopt the Directors' and Auditors' Reports and the Financial Statements for the year ended 31 December 2010.	☐	☐	☐
2. To approve the Remuneration Report for the year ended 31 December 2010.	☐	☐	☐
3. To declare a final dividend.	☐	☐	☐
4. To re-elect Mr J-P Luksic as a Director.	☐	☐	☐
5. To re-elect Mr C H Bailey as a Director.	☐	☐	☐
6. To re-elect Mr G S Menendez as a Director.	☐	☐	☐
7. To re-elect Mr R F Jara as a Director.	☐	☐	☐
8. To re-elect Mr G A Luksic as a Director.	☐	☐	☐
9. To re-elect Mr J G Claro as a Director.	☐	☐	☐

Please use a black pen. Mark with an X inside the box as shown in this example. ☐ X Vote

Ordinary Resolutions	For	Against	Vote Withheld
10. To re-elect Mr W M Hayes as a Director.	☐	☐	☐
11. To re-elect Mr H Dryland as a Director.	☐	☐	☐
12. To re-elect Mr T C Baker as a Director.	☐	☐	☐
13. To re-appoint Deloitte LLP as auditors and to authorise the Directors to fix their remuneration.	☐	☐	☐
14. To grant authority to the Directors to allot securities.	☐	☐	☐
Special Resolutions
15. To grant power to the Directors to allot securities for cash other than on a pro rata basis to shareholders.	☐	☐	☐
16. To renew the Company's authority to make market purchases of Ordinary Shares.	☐	☐	☐
17. To permit the Company to call general meetings (other than annual general meetings) on 14 clear days' notice.	☐	☐	☐

I/We instruct my/our proxy to vote on the resolutions proposed at the Annual General Meeting (and at any adjournment of that meeting) as indicated on this form. Unless otherwise instructed the proxy may vote as he or she sees fit or abstain in relation to any business of the meeting.

Signature

Date

DD/MM/YY

In the case of a corporation, this proxy must be given under its common seal or be signed on its behalf by an attorney or officer duly authorised, stating their capacity (e.g. director, secretary).