Fresnillo PLC — Proxy Solicitation & Information Statement 2014

Sep 12, 2014

THIS DOCUMENT AND ANY ACCOMPANYING DOCUMENTS ARE IMPORTANT AND REQUIRE YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek immediately your own personal financial advice from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent financial adviser, who is authorised under the Financial Services and Markets Act 2000 if you are in the UK or, if not, from another appropriately authorised independent financial adviser.

If you have sold or otherwise transferred all of your Ordinary Shares, please send this document, together with the accompanying Form of Proxy, at once to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Fresnillo plc

Incorporated under the laws of England and Wales with registered number 6344120

Proposed acquisition of Newmont's 44 per cent. interest in the Penmont JV

and

Notice of General Meeting

This document should be read as a whole. Your attention is drawn to the letter from the Chairman of Fresnillo which is set out on pages 1 to 4 of this document and which recommends you to vote in favour of the Resolution to be proposed at the General Meeting referred to below.

Notice of a General Meeting of Fresnillo to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom at 10:00 a.m. (London time) on 6 October 2014 is set out on pages 11 to 13 of this document. A Form of Proxy for use at the General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by Fresnillo's Registrars, Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA as soon as possible but, in any event, so as to arrive no later than 10:00 a.m. (London time) on 2 October 2014. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to do so.

The Transaction is conditional on the approval of Shareholders at the General Meeting.

A summary of the action to be taken by Shareholders is set out on page 3 of this document and in the notice of General Meeting.

Merrill Lynch International, which is authorised in the United Kingdom by the Prudential Regulation Authority and authorised and regulated in the United Kingdom by the FCA, is acting exclusively for Fresnillo and no-one else in connection with the Transaction and will not be responsible to any other person other than Fresnillo for providing the protections afforded to its clients or for providing advice in relation to the contents of this document or the Transaction.

CONTENTS

		Page
Part I:	Letter from the Chairman of Fresnillo	1
Part II:	Summary of the Stock Purchase Agreement	5
Part III:	Additional Information	7
Definitions		9
Notice of General Meeting		11

EXPECTED TIMETABLE OF PRINCIPAL EVENTS

Latest time and date for receipt of Forms of Proxy	10:00 a.m., 2 October 2014
General Meeting	10:00 a.m., 6 October 2014

All times shown in this document are London times unless otherwise stated.

PART I

LETTER FROM THE CHAIRMAN OF FRESNILLO

Incorporated under the laws of England and Wales with registered number 6344120

Av. Moliere 222, Piso 4 Los Morales Sección Palmas Distrito Federal 11540 Mexico

12 September 2014

Dear Shareholder

Proposed acquisition of Newmont's 44 per cent. interest in the Penmont JV and Notice of General Meeting

1. Introduction

The Company currently holds a 56 per cent. interest in the Penmont JV which owns the Group's Herradura, Soledad-Dipolos and Noche Buena gold mines, the Mega Centauro and Centauro Deep advanced exploration projects and a number of key exploration prospects. Newmont holds the remaining 44 per cent. interest in the Penmont JV. On 12 September 2014, Fresnillo announced that it had entered into a conditional Stock Purchase Agreement with Newmont for the acquisition of Newmont's interest in the Penmont JV for a total cash consideration of U.S.\$450 million, the result of which would be to take the Group's interest in the Penmont JV to 100 per cent. (the "Transaction").

As Newmont is interested in 44 per cent. of companies which comprise the Penmont JV, which are subsidiary undertakings of the Company, the Transaction is a related party transaction for the purposes of the Listing Rules. As such, the Transaction is conditional on Shareholder approval, which will be sought at a General Meeting convened for 6 October 2014.

The purpose of this Circular is to (i) explain the background to and reasons for the Transaction, (ii) explain why the Board unanimously considers the Transaction to be fair and reasonable so far as the Shareholders are concerned and to be in the best interests of the Shareholders as a whole and (iii) recommend that you vote in favour of the Resolution to be proposed at the General Meeting.

2. Information on the Penmont JV

The Penmont JV owns and operates the Herradura, Soledad-Dipolos and Noche Buena mines through four holding companies: Penmont, Bermejal, DM-Fresne and PE-Fresne, and also owns the Mega Centauro and Centauro Deep advanced exploration projects and a number of key exploration prospects.

The Herradura mine has been in production since 1997 and has total reserves of 2.7 Moz. The Noche Buena mine has been in production since 2012 and has total reserves of 1.1 Moz. The Herradura mine's average annual gold production between 2014 and 2019 is projected to be 350 Koz, and Noche Buena is expected to produce an annual average gold production of 165 Koz over the same period. The Soledad-Dipolos mine commenced operations in 2010 but was suspended in July 2013 when most of this mine's personnel and equipment were relocated to the Herradura and Noche Buena mines.

Based on its extensive geological knowledge of the area and its experience operating open pit mines in the region and underground mines in Mexico, the Company has produced a preliminary assessment for the Mega Centauro and Centauro Deep projects, both of which are expected to enter development in 2015, ahead of first production in 2016 and 2017, respectively. The Mega Centauro project is expected to have an average annual gold production of 200 Koz and the Centauro Deep project is expected to average 225 Koz. Total investment for the Mega Centauro and Centauro Deep projects is estimated to be U.S.\$150 million and U.S.\$365 million, respectively, resulting in the potential to generate a combined IRR for both projects in low to mid-teens at current gold prices. Based on initial assessments, the life of mine of Mega Centauro and Centauro Deep is 12 years and 10 years, respectively. The above numbers in this paragraph relating to Mega Centauro and Centauro Deep represent the Company's best estimate using currently available information, and further analysis and exploration work are required before a feasibility study can be presented to the Board for final approval.

The expected 2015 capital expenditure for the Penmont JV assets, subject to completion of the Transaction and Board approval, includes U.S.\$75.4 million for current operations at Herradura and Noche Buena (excluding stripping), U.S.\$49.2 million for the Mega Centauro and Centauro Deep projects (excluding stripping) and U.S.\$15.0 million for the other exploration projects.

As at 31 December 2013, the gross assets of the Newmont Interest were U.S.\$605.7 million (U.S.\$516.1 million, net of intercompany transactions), being 44 per cent. of U.S.\$1,376.6 million, the total gross assets of the Penmont JV, as extracted without material adjustment from the audited financial statements of Penmont for the year ended 2013. The profits attributable to the Newmont Interest were U.S.\$33.4 million (pre-tax), being 44 per cent. of U.S.\$76.0 million, the total profits of the Penmont JV for the year ended 2013, as extracted without material adjustment from the audited income statement of Penmont for the year ended 2013.

The management team for the Penmont JV, being the executive committee, is composed of Octavio Alvídrez (CEO), Mario Arreguín (CFO), David Giles (VP Exploration) and Roberto Díaz (COO), and will remain unchanged following completion of the Transaction.

3. Background to and reasons for the Transaction

Since 1990, the Group and Newmont have operated the Penmont JV, with Newmont and the Company jointly pursuing a growth strategy at the mines owned by the Penmont JV. Recently, and as a result of senior management changes and revised corporate strategies at Newmont, Newmont determined that the Newmont Interest was no longer a strategic asset within its portfolio and could be divested.

Given the different strategic priorities of the two partners, the possibility of the Company acquiring the Newmont Interest was considered by the parties. Following discussions between the parties it was determined that the Company would, subject to Shareholder approval, acquire the Newmont Interest for cash consideration of U.S.\$450 million. As at 30 June 2014, the cash, cash equivalents and short-term investments of the Group were U.S.\$1,164 million, of which U.S.\$450 million of cash will be used for the payment of the consideration for the Transaction.

The Penmont JV is key to Fresnillo's current and future gold production, and is expected to contribute strongly to the Group's growth profile as Mega Centauro and Centauro Deep extend the region's production profile.

The Transaction consolidates control of production and exploration assets already operated by the Group and builds on the Group's leading position in the Herradura Corridor, one of Mexico's most prospective gold belts.

The Transaction enables the Group to implement its strategy of developing quality assets in a key growth area and to continue its aggressive regional exploration programme including the advanced exploration projects: Mega Centauro and Centauro Deep, which have near-term production potential and lower risk, as they are an expansion of the current ongoing operations, and the key exploration projects: Tajitos, Bellavista and Las Norias, together with multiple additional exploration targets.

The Transaction is consistent with the Group's previously announced growth strategy and meets Fresnillo's key acquisition criteria in that the Transaction is expected to be immediately earnings accretive, with further exploration and development upside potential from Mega Centauro and Centauro Deep. In addition, the average life of mine all-in sustaining costs on current and future production are expected to be low.

Completion of the Transaction would allow Fresnillo to increase the 2018 gold production target from 500 Koz to 750 Koz, which reflects the increased production from current operations attributable to the Group from the Penmont JV assets. The Transaction will further add 2.0 Moz to the reserves and 5.1 Moz to the resource base.

Following completion of the Transaction, the Group will be exposed to 100 per cent. of the assets and liabilities of the Penmont JV. As a result of the Transaction, the Newmont Interest will no longer be deducted from the Group's profits and assets via the "non-controlling interest" line items in the Group's profit and loss statement and balance sheet, respectively.

There is a risk that, in the event that the Company does not receive Shareholder approval for the Transaction and the Group continues to own 56 per cent. of the Penmont JV, the differing strategic priorities of the Company and Newmont will remain unresolved and the Shareholder returns may not be maximised over time.

4. Terms of the Transaction

Fresnillo has entered into a conditional Stock Purchase Agreement with Newmont, under which Fresnillo, through a subsidiary, will acquire Newmont's 44 per cent. interest in each of the companies forming the Penmont JV for a total cash consideration of U.S.\$450 million. The sale and purchase of the Newmont Interest under the Stock Purchase Agreement is conditional upon the Company obtaining the approval of Shareholders at the General Meeting. Fresnillo currently expects the Transaction to be completed by early October 2014.

A summary of the Stock Purchase Agreement is set out in Part II of this document.

5. General Meeting

Closing of the Transaction is conditional upon Shareholders' approval being obtained at the General Meeting. Accordingly, you will find set out at the end of this document a notice convening a General Meeting to be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom at 10:00 a.m. (London time) on 6 October 2014 at which the Resolution will be proposed to approve the Transaction.

Newmont is not currently a Shareholder of the Company. In accordance with the Listing Rules, to the extent Newmont acquires any stake in the Company prior to the date of the General Meeting, Newmont will not vote on the Resolution to be proposed at the General Meeting and Newmont has undertaken to take all reasonable steps to ensure that its associates will not vote on the Resolution.

6. Action to be taken

You will find enclosed a Form of Proxy for use at the General Meeting. Whether or not you intend to be present at the General Meeting, you are requested to complete the Form of Proxy in accordance with the instructions printed on it and return it as soon as possible and in any case so as to be received by the Company's registrars Equiniti Limited of Aspect House, Spencer Road, Lancing, West Sussex BN99 6DA no later than 10:00 a.m. (London time) on 2 October 2014. The return of a Form of Proxy will not prevent you from attending the meeting and voting in person if you wish.

7. Further information

Your attention is drawn to the further information contained in Parts II to III of this document.

8. Recommendation

The Board, which has been so advised by Merrill Lynch International, acting as the Company's sponsor, considers the Transaction to be fair and reasonable so far as the Shareholders of the Company are concerned. In providing advice to the Board, Merrill Lynch International has taken into account the Board's commercial assessment of the Transaction.

In addition, the Board considers the Transaction to be in the best interests of the Shareholders as a whole and unanimously recommends Shareholders to vote in favour of the Resolution, as the Directors intend to do so in respect of their own beneficial holdings of 552,655,1911 Ordinary Shares, representing approximately 75 per cent. of the Company's existing issued ordinary share capital as at 10 September 2014, being the latest practicable date prior to publication of this document.

Yours faithfully

Alberto Baillères Non-Executive Chairman

¹ This includes Alberto Baillères' indirect interest in the Company. Mr. Baillères and companies controlled by Mr. Baillères hold in aggregate 61.3 per cent. of the issued share capital (and voting rights) of Peñoles. Peñoles holds 552,595,191 Ordinary Shares (74.99 per cent.) of the issued share capital in the Company.

PART II

SUMMARY OF THE STOCK PURCHASE AGREEMENT

The following is a summary of the principal terms of the Stock Purchase Agreement. The Stock Purchase Agreement is available for inspection as described in Part III of this document.

Fresnillo, the Purchaser, Newmont and Newmont Mining Corporation have entered into a conditional Stock Purchase Agreement, under which the Purchaser, a subsidiary of Fresnillo, will acquire the Newmont Interest for a total cash consideration of U.S.\$450 million.

The Stock Purchase Agreement is conditional upon:

• (i) the execution of resolutions of the partners of Penmont, Bermejal, DM-Fresne and PE-Fresne approving:
• (a) the transactions contemplated in the Stock Purchase Agreement;
• (b) Fresnillo's waiver to the right of first refusal established in article 66 of the General Law of Mercantile Companies of Mexico;
• (c) the acceptance of resignation by the board members of Penmont, Bermejal, DM-Fresne and PE-Fresne appointed by Newmont with full release to each of them; and
• (d) the revocation of all powers of attorney granted to Newmont's representatives or officers; and
• (ii) the passing of the Resolution at the General Meeting.

Newmont and the Purchaser have given representations and warranties as to their capacity and authority to enter into the Stock Purchase Agreement.

Newmont agreed to enter into, on the Closing date, a software licence agreement in agreed form with the Penmont JV with regards the mine planning software and related support services to be rendered by Newmont or Newmont Mining Corporation to the Penmont JV until 31 March 2015. Newmont and the Purchaser also agreed to terminate, with effect from Closing, any agreements between Newmont and/or Newmont Mining Corporation on one hand and the Penmont JV on the other hand. As a consequence of such termination, Newmont waived any right to which it may be entitled with respect to the mining properties of the Penmont JV.

Newmont has agreed to assume full responsibility for the Mexican income tax as may be applicable to it as a consequence of the execution of the Stock Purchase Agreement and has further agreed to indemnify the Purchaser and the Penmont JV in the event of any income tax claim that may arise as a consequence of the Stock Purchase Agreement.

The Stock Purchase Agreement will terminate without liability to any of the parties if Closing does not occur before 15 December 2014, unless otherwise agreed in writing between the parties.

The Stock Purchase Agreement is not assignable or transferable by either Newmont or the Purchaser without the prior written consent of the other party.

Except as may otherwise be required to ensure compliance with applicable laws and regulations, Newmont has agreed to and has agreed to cause its subsidiaries, affiliates and representatives to keep all information received or to which it may have had access strictly confidential and not to reproduce or reveal such information to any third party (excluding any affiliate or representative of Newmont) without the prior written consent of the Purchaser for a period of three years (save as may be required for standard electronic back-up systems and copies which may be required to be retained as records of proceedings of its board of directors or for compliance and evidentiary purposes).

Until Closing, Newmont and Newmont Mining Corporation on one hand, and the Purchaser and Fresnillo on the other hand, agreed to consult with each other before issuing any press release or public statements with respect to the Stock Purchase Agreement or the transactions contemplated therein. No press release or public statement shall be made by the parties without the prior written consent of the other (which consent shall not be unreasonably withheld, delayed or conditioned), except as may be required by applicable law or authority.

Any expenses and professional fees caused as a consequence of or in connection with the Stock Purchase Agreement shall be borne exclusively by the party which incurred them.

The Stock Purchase Agreement is governed by the applicable laws of Mexico. Any disputes arising out of or in connection with the Stock Purchase Agreement will first be resolved by negotiation and in the event that negotiation does not produce a mutually acceptable outcome, by arbitration under the rules of the London Court of International Arbitration. The place of arbitration will be London, England and the arbitration will be conducted in English.

PART III

ADDITIONAL INFORMATION

1. Company

The Company is a public limited company and registered in England and Wales with registered number 6344120 and is the holding company for the Group.

The registered office of the Company is 28 Grosvenor Street, London W1K 4QR, United Kingdom and its telephone number is +44 20 7399 2470. The principal place of business of the Company is Av. Moliere 222, Piso 4, Los Morales Sección Palmas, Mexico Distrito Federal 11540 and its telephone number is +52 (55) 5279 3403.

2. Major Shareholders

As at 10 September 2014 (being the latest practicable date prior to the publication of this document), in so far as known to the Company, other than the interests of the Directors and senior management, the following persons had an interest in the Company's issued Ordinary Share capital which is notifiable under DTR 5 (each, a "Notifiable Interest"):

		Percentage of voting rights
	Number of	attached to the issued
Shareholder	Ordinary Shares	Ordinary Share capital
Industrias Peñoles S.A.B. de C.V.(1)	552,595,191	74.99%
BlackRock, Inc(2)	44,220,173	6.00%
First Eagle Investment Management	33,505,295	4.55%

Notes:

(1) Mr Alberto Baillères holds an indirect interest in the Company. Mr Baillères and companies controlled by Mr Baillères hold, in aggregate, 61.3 per cent. of the issued share capital (and voting rights) of Peñoles.

(2) Includes interests held by BlackRock Global Funds.

Save as set out above, the Company is not aware of any other Notifiable Interests.

3. Material contracts

Other than the Stock Purchase Agreement, there are no other contracts (not being contracts entered into in the ordinary course of business) which (a) Shareholders would reasonably require in making a properly informed assessment of how to vote on the Resolution and (b)(i) have been entered into by the Company or another member of the Group within the two years immediately preceding the date of this document, and are, or may be material or (ii) have been entered into at any time by the Company or any member of the Group and contain provisions under which the Company or any member of the Group has an obligation or entitlement which is, or may be, material to the Company or any member of the Group as at the date of this document.

4. Significant changes

There has been no significant change in the financial or trading position of the Group since 30 June 2014, the date to which the last published interim financial statements were prepared.

5. Consent

Merrill Lynch International has given and not withdrawn its written consent to the inclusion of its name in this document in the form and context in which it is included.

6. Documents available for inspection

Copies of the following documents may be inspected during normal business hours on any weekday (Saturdays, Sundays and public holidays excepted) at the registered office of the Company at 28 Grosvenor Street, London W1K 4QR, United Kingdom and at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ up to and including the date of the General Meeting:

• (a) the Memorandum and Articles of Association of the Company;
• (b) the written consent referred to in paragraph 5 above;
• (c) the Stock Purchase Agreement;
• (d) the consolidated audited accounts of the Group for each of the two financial years ended 31 December 2012 and 31 December 2013; and
• (e) this document and the Form of Proxy.

DEFINITIONS

The following definitions apply throughout this document, unless stated otherwise:

Bermejal	Minera El Bermejal, S. de R.L. de C.V.
Board	the board comprising the Directors
Closing	closing of the Transaction in accordance with the Stock Purchase Agreement
Company or Fresnillo	Fresnillo plc
Directors	the directors of the Company
DM-Fresne	Desarrollos Mineros Fresne, S. de R.L. de C.V.
DTR	the Disclosure and Transparency Rules made by the FCA pursuant to Part VI of FSMA
FCA	the Financial Conduct Authority
Form of Proxy	the form of proxy accompanying this document for use by Shareholders in relation to the General Meeting
FSMA	Financial Services and Markets Act 2000
General Meeting	the general meeting of the Company to be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 6 October 2014 at 10:00 a.m. (London time) (or any adjournment thereof, notice of which is set out at the end of this document)
Group	the Company and its subsidiary undertakings
Koz	thousand ounces
Listing Rules	means the Listing Rules issued and maintained by the FCA under Part VI of FSMA
Merrill Lynch International	Merrill Lynch International of 2 King Edward Street, London EC1A 1HQ
Mexico	the United Mexican States
Moz	million ounces
Newmont	Newmont USA Limited
Newmont Interest	Newmont's 44 per cent. interest in the Penmont JV
Ordinary Shares	the ordinary shares of U.S.\$0.50 each in the capital of the Company
oz	ounces
PE-Fresne	Proveedora de Equipo Fresne, S. de R.L. de C.V.
Penmont	Minera Penmont, S. de R.L. de C.V.
Penmont JV	Penmont, Bermejal, DM-Fresne and PE-Fresne

Purchaser	Comercializadora de Metales Fresnillo, S.A. de C.V., a subsidiary of Fresnillo
Resolution	the ordinary resolution to approve the Transaction as set out in the notice of General Meeting at the end of this document
Shareholders	the holders of the Ordinary Shares
Stock Purchase Agreement	the stock purchase agreement between Fresnillo, the Purchaser, Newmont and Newmont Mining Corporation dated 11 September 2014 in connection with the Transaction, details of which are set out in Part II of this document
Transaction	the proposed acquisition by the Purchaser of the Newmont Interest

Fresnillo plc

Incorporated under the laws of England and Wales with registered number 6344120

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a GENERAL MEETING of Fresnillo plc (the "Company") will be held at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ on 6 October 2014 at 10:00 a.m. (London time) to consider and, if thought fit, pass the following resolution, which will be proposed as an ordinary resolution.

Ordinary Resolution

THAT the Transaction, on the terms set out in the Stock Purchase Agreement (both as defined in the circular to shareholders dated 12 September 2014 (the "Circular")), be and is hereby approved and the Directors (or a committee of the Directors) be and are hereby authorised to waive, amend, vary or extend any of the terms of the Stock Purchase Agreement (provided that any such waivers, amendments, variations or extensions are not of a material nature) and to do all things as they may consider to be necessary or desirable to implement and give effect to, or otherwise in connection with, the Transaction and any matters incidental to the Transaction.

By order of the Board, Prism Cosec Limited Company Secretary

12 September 2014

Registered office: Fresnillo plc 28 Grosvenor Street London W1K 4QR United Kingdom Company No: 6344120

Notes to the Notice of the General Meeting

Proxies

• 1. A member is entitled to appoint another person as his proxy to exercise all or any of their rights to attend and to speak and vote at the General Meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
• 1. A Form of Proxy is enclosed with this notice. 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. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU United Kingdom on 0871 384 2868 (calls to this number are charged at 8p per minute, plus network charges) or +44 (0)121 415 0205 if you are calling from outside the UK. Lines open 8:30 a.m. to 5:30 p.m., Monday to Friday (excluding Bank Holidays).

For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of shares in the Company in respect of which the proxy is appointed. All Forms of Proxy should be returned together in the same envelope.

1. To appoint a proxy: either (a) the 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, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU, United Kingdom; or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with Note 10 below; or (c) online proxies must be lodged in accordance with Note 5 below in each case so as to be received no later than 48 hours (excluding non-working days) before the time of the holding of the General Meeting or any adjournment thereof.

Please note that all proxy forms and appointments, whether postal or electronic, must be received by 10:00 a.m. (London time) on 2 October 2014.

Nominated persons

1. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("nominated persons"). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.

Online voting

1. The website address for online voting is www.sharevote.co.uk. Shareholders will need to enter the Voting ID, Task ID and Shareholder Reference Number as printed on the Form of Proxy, and to agree to certain terms and conditions.

Total voting rights

1. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll. The total number of issued Ordinary Shares in the Company on 10 September 2014, which is the latest practicable date before publication of this notice, is 736,893,589. Therefore, the total number of votes exercisable as at 10 September 2014 are 736,893,589.

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 6:00 p.m. (London time) on 2 October 2014 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.

Entry to the General Meeting, security arrangements and conduct of proceedings

1. Doors to the meeting will open at 9:45 a.m. To facilitate entry to the meeting, shareholders are requested to bring with them suitable evidence of their identity. Persons who are not shareholders of the Company (or their appointed proxy) will not be admitted to the General Meeting unless prior arrangements have been made with the Company. For security reasons, all hand luggage may be subject to examination prior to entry to the General Meeting. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the General Meeting. We ask all those present at the General Meeting to facilitate the orderly conduct of the meeting and reserve the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.

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 (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.

2. 1. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual (available at www.euroclear.com). 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 RA19) 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 proxies appointed through CREST should be communicated to the appointee through other means.
3. 1. 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 their 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.
4. 1. 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.

Automatic poll voting

1. The Resolution to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.

Questions

1. Any member attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or good order of the meeting that the question be answered.

Information available on the website

1. A copy of this notice and other information required by Section 311A of the Companies Act 2006 can be found at www.fresnilloplc.com. Shareholders may not use any electronic address provided in either this Notice of Meeting or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.