Fresnillo PLC — Proxy Solicitation & Information Statement 2011

Apr 12, 2011

FRESNILLO

Computershare

All Correspondence to:
Computershare Investor Services PLC
The Pavilions, Bridgwater Road,
Bristol, BS99 6ZY
Tel: +44 (0)870 707 1724

Form of Proxy – Fresnillo plc Annual General Meeting to be held on Tuesday 17 May 2011 at 12 noon

To be effective, all proxy appointments must be lodged with the Company's registrars on Sunday 15 May 2011 at 12 noon to: Computershare Investor Services PLC, The Pavilions, Bridgwater Road, Bristol BS99 6ZY. As an alternative to submitting a paper proxy form you can cast your proxy online at www.eproxyappointment.com where you will be asked to enter the Control Number, the Shareholder Reference Number (SRN) and PIN (shown below) and agree to certain terms and conditions.

Control Number: 910741
SRN:
PIN:

Explanatory Notes:

Proxies

1. A member is entitled to appoint another person as his proxy to exercise all or any of his rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
2. The appointment of a proxy will not prevent a member from subsequently attending and voting at the meeting in person. In the case of joint holders, any one holder may vote. If more than one holder is present at the meeting, only the vote of the senior will be accepted, seniority being determined in the order in which the names appear on the register. Please indicate in the box next to the proxy holder's name (see reverse) the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this box blank will be deemed to have appointed the proxy in respect of all of their shares.
3. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Computershare Investor Services PLC on +44 (0) 870 707 1724 for additional Forms of Proxy, or you may photocopy this Form of Proxy indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.
4. To appoint a proxy either (a) this Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars, Computershare Investor Services PLC at The Pavilions, Bridgwater Road, Bristol BS99 6ZY, United Kingdom or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with the notes below, in each case so as to be received no later than 48 hours before the time of the holding of the AGM or any adjournment thereof.

Record date

1. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at 12:00 noon on Sunday 15 May 2011 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

CREST proxy instructions

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID 3RAS0) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him by other means.
2. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that his CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
3. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

General

1. The address information above is how your address appears on the register of members. If this information is incorrect please ring Computershare's helpline on 0870 707 1724 to request a change of address form or go to www.investorcentre.co.uk to use the online Investor Centre service.
2. Any alterations made to this form should be initialled by the shareholder.

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

sterling 143212

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Form of Proxy

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

I/We hereby direct the Chairman of the Meeting OR the following person

+

Please leave this box blank if you have selected the Chairman. Do not insert your own name(s).

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 Fresnillo plc to be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ on Tuesday 17 May 2011 at 12 noon, and at any adjourned meeting.

• For the appointment of more than one proxy, please refer to Explanatory Note 3 (see front).

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

The full text of resolutions 16 to 19 inclusive is set out in the Notice of Annual General Meeting.

Ordinary Resolutions		For	Against	Vote Withheld
1	THAT, the audited accounts of the Company for the financial year ended 31 December 2010, together with the Directors' Report and Auditors' Reports thereon, be received.	☐	☐	☐
2	THAT, a final dividend of 35.6 US cents per Ordinary Share, for the year ended 31 December 2010, be declared.	☐	☐	☐
3	THAT, the Directors' Remuneration Report for the financial year ended 31 December 2010 be approved.	☐	☐	☐
4	THAT, Mr Alberto Baillères be re-elected as a Director of the Company.	☐	☐	☐
5	THAT, Lord Cairns be re-elected as a Director of the Company.	☐	☐	☐
6	THAT, Mr Javier Fernández be re-elected as a Director of the Company.	☐	☐	☐
7	THAT, Mr Fernando Ruiz be re-elected as a Director of the Company.	☐	☐	☐
8	THAT, Mr Fernando Solana be re-elected as a Director of the Company.	☐	☐	☐
9	THAT, Mr Guy Wilson be re-elected as a Director of the Company.	☐	☐	☐
10	THAT, Mr Juan Bordes be re-elected as a Director of the Company.	☐	☐	☐
11	THAT, Mr Arturo Fernández be re-elected as a Director of the Company.	☐	☐	☐
12	THAT, Mr Rafael MacGregor be re-elected as a Director of the Company.	☐	☐	☐
13	THAT, Mr Jaime Lomelín be re-elected as a Director of the Company.	☐	☐	☐
14	THAT, Ernst & Young LLP be re-appointed as auditors of the Company (the "Auditors") to hold office until the conclusion of the next general meeting of the Company at which the accounts are laid before the Company.	☐	☐	☐
15	THAT, the Audit Committee of the Company be authorised to agree the remuneration of the Auditors.	☐	☐	☐
16	THAT, the Directors be authorised to allot shares, pursuant to section 551, Companies Act 2006.	☐	☐	☐
Special Resolutions
17	THAT, the Directors be empowered to disapply pre-emption rights pursuant to section 570, Companies Act 2006.	☐	☐	☐
18	THAT, the Directors be authorised to make market purchases of the Company's ordinary shares pursuant to section 701, Companies Act 2006.	☐	☐	☐
19	THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.	☐	☐	☐

Intention To Attend

Please tick the box on the right if you intend to attend the AGM

☐

I/We instruct my/our proxy 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).

E 1033

05

FRE