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Antofagasta PLC — Proxy Solicitation & Information Statement 2025
Mar 27, 2025
4674_agm-r_2025-03-27_1f1428c1-3680-47b0-87a6-3d9af5d21067.pdf
Proxy Solicitation & Information Statement
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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 8 May 2025 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 8 May 2025

- 2. A holder may appoint more than one proxy in relation to the meeting provided that each proxy is appointed to exercise the rights attached to different shares held by the holder. 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 ticking 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. 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.
- 6. In the case of joint holders of a share, only the vote of the senior holder who votes (or any proxy duly appointed by him/her) will be counted by the Company. The senior holder means the joint holder that is named first in the Register of Members of the Company.
Kindly Note: This form is issued only to the addressee(s) and is specific to the All Named Holders 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.
- event of an adjournment, on the date which is two working 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.
- 8. 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.
- 9. Any alterations made to this form should be initialled.
- 10. The completion and return of this form will not preclude a member from attending the meeting and voting.
- 11. 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 10.00 am on 6 May 2025. 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 or instruction sent by CREST in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001. Please see the AGM notice for further advice on how to appoint/instruct proxies via CREST.
- 12. 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 and revoking the other or others as regards that share.
- 13. If you are acting under a power of attorney (for a corporation or otherwise), a certified copy of the power of attorney must be provided to Computershare. If you fail to do this, the appointment of your proxy may be invalid.
| All Named Holders | |
|---|---|
| Ordinary Resolutions | Vote | For Against Withheld | Vote | ||||||
|---|---|---|---|---|---|---|---|---|---|
| 1. | To receive the accounts and the reports of the Directors and of the auditors for the year ended 31 December 2024. |
For Against Withheld | 15. | To appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next |
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| 2. | To approve the Directors' and CEO's Remuneration Report for the year ended 31 December 2024. |
general meeting at which the accounts are laid before the Company. |
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| 3. | To declare a final dividend. | 16. | To authorise the Audit and Risk Committee for and on behalf of the | ||||||
| 4. | To re-elect Jean-Paul Luksic as a Director. | 17. | Board to determine the remuneration of the auditors. To authorise the Directors to allot securities. |
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| 5. | To re-elect Francisca Castro as a Director. | Special Resolutions | |||||||
| 6. | To re-elect Ramón Jara as a Director. | 18. | To empower the Directors to allot securities free from pre-emption rights. | ||||||
| 7. | To re-elect Juan Claro as a Director. | 19. | To empower the Directors to allot securities free from pre-emption | ||||||
| 8. | To re-elect Andrónico Luksic as a Director. | rights for the purposes of an acquisition or a specified capital investment. |
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| 9. | To re-elect Michael Anglin as a Director. | 20. | To authorise the Company to make market purchases of | ||||||
| 10. | To re-elect Tony Jensen as a Director. | 21. | ordinary shares. To permit the Company to call general meetings (other than annual |
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| 11. | To re-elect Eugenia Parot as a Director. | general meetings) on not less than 14 clear days' notice. | |||||||
| 12. | To re-elect Heather Lawrence as a Director. | ||||||||
| 13. | To re-elect Tracey Kerr as a Director. | ||||||||
| 14. | To elect as a Director any person who has been appointed as a Director by the Board in accordance with Article 29.1 of the Company's Articles of Association after 20 March 2025 but prior to this Annual General Meeting. |
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. |
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| 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 Westminster, Dean's Yard, London SW1P 3NZ | ||||||||
| on 8 May 2025 at 10.00 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. |
Please use a black pen. Mark with an X inside the box as shown in this example. |
X | |||||||
| For | Against Withheld | Vote | For | Against Withheld | |||||
| Ordinary Resolutions To receive the accounts and the reports of the Directors and of the auditors for the year ended 31 December 2024. |
13. To re-elect Tracey Kerr as a Director. | ||||||||
| To approve the Directors' and CEO's Remuneration Report for the year ended 31 December 2024. |
14. To elect as a Director any person who has been appointed as a Director by the Board in accordance with Article 29.1 of the Company's Articles of |
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| To declare a final dividend. | Association after 20 March 2025 but prior to this Annual General Meeting. |
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| To re-elect Jean-Paul Luksic as a Director. | 15. To appoint Deloitte LLP as auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next general meeting at which the |
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| To re-elect Francisca Castro as a Director. | accounts are laid before the Company. 16. To authorise the Audit and Risk Committee for and on |
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| To re-elect Ramón Jara as a Director. | behalf of the Board to determine the remuneration of the auditors. |
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| To re-elect Juan Claro as a Director. | 17. To authorise the Directors to allot securities. | ||||||||
| To re-elect Andrónico Luksic as a Director. | Special Resolutions 18. To empower the Directors to allot securities free from pre-emption rights. |
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| To re-elect Michael Anglin as a Director. | 19. To empower the Directors to allot securities free from pre-emption rights for the purposes of an acquisition or |
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| 10. To re-elect Tony Jensen as a Director. | a specified capital investment. 20. To authorise the Company to make market purchases |
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| 1. 2. 3. 4. 5. 6. 7. 8. 9. |
11. To re-elect Eugenia Parot as a Director. | of ordinary shares. 21. To permit the Company to call general meetings (other than annual general meetings) on not less than 14 |
Vote |
| 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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