Antofagasta PLC — Proxy Solicitation & Information Statement 2020

Apr 14, 2020

Antofaqasta plc

The Chairman of Antofagasta plc invites you to attend the Annual General Meeting of the Company to be held at Church House Westminster, Dean's Yard, London SW1P 3NZ on 20 May 2020 at 10:00 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 20 May 2020

	Cast your Proxy online It's fast, easy and secure!
	www.investorcentre.co.uk/eproxy		SRN:	PIN:
You will be asked to entry Number, Shareholder Reference Number (SRN) and PIN shown above and agree to certain terms and conditi

To be effective, all proxy appointments must be submitted electronically as set out above or lodged with the Company's Registrars at: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY by 18 May 2020 at 10:00 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).
• To appoint more than one proxy, an additional proxy form(s) may be obtained by contacting the Registrar's helpline on +44 (0)370 702 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
• 1. 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.
• 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.
• 1. If you wish to split your vote in relation to any resolution (for example, vote some of your shares "for" that resolution and vote other shares "against" that resolution), please contact the Registrar's helpline on +44 (0)370 702 0159 for assistance.
• 1. 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.

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.

• 1. 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 6:00 pm on 18 May 2020 (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.
• The above is how your address appears on the Register of Members. If this information is incorrect please ring the Registrar's helpline on +44 (0)370 702 0159 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
• Any alterations made to this form should be initialled.
• 1. The completion and return of this form will not preclude a member from attending the meeting and voting in person.
• 1. To appoint one or more proxies or to give an instruction to a proxy (whether previously appointed or otherwise) via the CREST system, CREST messages must be received by the issuer's agent (ID number 3RA50) not later than 48 hours before the time appointed for holding the meeting. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp generated by the CREST system) from which the issuer's agent is able to retrieve the message. The Company may treat as invalid a proxy appointment sent by CREST in the circumstances set out in Requlation 35(5)(a) of the Uncertificated Securities Requlations 2001. Please see the AGM notice for further advice on how to appoint/instruct proxies via CREST.
• 1. When two or more valid but differing appointments of proxy are delivered or received for the same share for use at the meeting, the one which is last validly delivered or received (regardless of its date or the date of its execution) shall be treated as replacing the other or other as regards that share.

All Named Holders

Poll Card To be completed at the AGM on a Poll vote

	.
	Ordinary Resolutions 1. To receive the accounts and the reports of the Directors and of the auditors for the year ended 31 December 2019.	For	Vote Against Withheld
	2. To approve the Directors' and CEO Remuneration Report (excluding the Directors' and CEO Remuneration Policy) for the year ended 31 December 2019.
	3. To approve the 2020 Directors' and CEO Remuneration Policy.
4.	To declare a final dividend.
	5. To re-elect Jean-Paul Luksic as a Director.
	6. To re-elect Ollie Oliveira as a Director.
	7. To re-elect Ramón Jara as a Director.
	8. To re-elect Juan Claro as a Director.
	9. To re-elect Andrónico Luksic as a Director.
	10. To re-elect Vivianne Blanlot as a Director.
	11. To re-elect Jorge Bande as a Director.
	12. To re-elect Francisca Castro as a Director.
	13. To re-elect Michael Anglin as a Director.
	14. To elect Tony Jensen as a Director.

	For	Against	VOTA Withheld
15. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
16. To authorise the Audit and Risk Committee for and on behalf of the Board to fix the remuneration of the auditors.
17. To grant authority to the Directors to allot securities.
Special Resolutions
18. To grant power to the Directors to allot securities other than on a pro rata basis to shareholders for cash.
19. To grant power to the Directors to allot securities other than on a pro rata basis to shareholders for cash for the purposes of an acquisition or specified capital investment.
20. To grant the Company authority to make market purchases of ordinary shares.
21. To permit the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice

Signature

In the case of a Corporation, a letter of representation will be required (in accordance with S323 of the Companies Act 2006) unless this has already been lodged at registration.

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 person indicated in the box above as mybur proxy to attend, speak and vote in respect of myour full voling entitlement on my/our behalf at the Annual General Meeting of Antofagasta plo to be held at Church House Westminster, Dean's Y ard, London SW1P 3NZ on 20 May 2020 at 10:00 am, and at any adjourned meeting.

	Please mark here to indicate that this proxy appointment is one of multiple appointments being made.		Vote
1.	Ordinary Resolutions To receive the accounts and the reports of the Directors and of the auditors for the year ended 31 December 2019.	For	Against Withheld		13. To re-elect Michael A
	2. To approve the Directors' and CEO Remuneration Report (excluding the Directors' and CEO Remuneration Policy) for the year ended 31 December 2019.			14.	To elect Tony Jense
	3. To approve the 2020 Directors' and CEO Remuneration Policy.			15.	To re-appoint Pricew the Company.
4.	To declare a final dividend.				16. To authorise the Auc of the Board to fix the
5.	To re-elect Jean-Paul Luksic as a Director.				17. To grant authority to Special Resolutio
6.	To re-elect Ollie Oliveira as a Director.				18. To grant power to the a pro rata basis to sh
7.	To re-elect Ramón Jara as a Director.				19. To grant power to the a pro rata basis to sh an acquisition or spe
8.	To re-elect Juan Claro as a Director.				20. To grant the Compar ordinary shares.
9.	To re-elect Andrónico Luksic as a Director.				21. To permit the Compa
	10. To re-elect Vivianne Blanlot as a Director.				than annual general days' notice.
11.	To re-elect Jorge Bande as a Director.
	12. To re-elect Francisca Castro as a Director.

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

13. To re-elect Michael Anglin as a Director.	For	Vote Against Withheld
14. To elect Tony Jensen as a Director.
15. To re-appoint PricewaterhouseCoopers LLP as auditors of the Company.
16. To authorise the Audit and Risk Committee for and on behalf of the Board to fix the remuneration of the auditors.
17. To grant authority to the Directors to allot securities.
Special Resolutions
18. To grant power to the Directors to allot securities other than on a pro rata basis to shareholders for cash.
19. To grant power to the Directors to allot securities other than on a pro rata basis to shareholders for cash for the purposes of an acquisition or specified capital investment.
20. To grant the Company authority to make market purchases of ordinary shares.
21. To permit the Company to call general meetings (other than annual general meetings) on not less than 14 clear days' notice.

Please use a black pen. Mark with an X

inside the box as shown in this example.

×

Il We instruct my/our proxy as indicated on this form. Intructed the proxy may vote as he or she sees fi or abstain in relating.

	Signature

Date

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).

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