Fresnillo PLC — Proxy Solicitation & Information Statement 2014

Sep 12, 2014

4 Attendance card for the 201

General Meeting of Fresnillo plc

Meeting Arrangements

Please bring this card if you come to the Fresnillo plc General Meeting which will be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom at 10:00 a.m. on Monday 6 October 2014.

Doors to the meeting will open at 9:45 a.m. Admittance will not be allowed before this time. Tea, coffee and biscuits will be served both before and after the meeting.

If you have a disability or impairment, please let us know, so that we may try to make suitable arrangements at the meeting.

Fresnillo plc (the "Company")

• • General Meeting 10:00 a.m. on Monday 6 October 2014

VOTING ID	TASK ID	SHAREHOLDER REFERENCE NUMBER

I/We hereby direct the Chairman of the Meeting OR the following person: See note 2

as my/our proxy to attend, speak and vote in respect of my/our full entitlement on my/our behalf at the General Meeting of Fresnillo plc, to be held at Linklaters LLP, One Silk Street, London, EC2Y 8HQ at 10:00 a.m. on Monday 6 October 2014, and at any adjourned meeting.

Please tick here if this proxy appointment is one of multiple appointments (see note 3).

Please tick here if you will be attending the General Meeting.

The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution.

A vote withheld is not a vote and will not therefore be counted in the calculation of the proportion of votes for.

THAT the Transaction, on the terms set out in the Stock Purchase Agreement, 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.

Capitalised terms used in this Form of Proxy shall have the meaning given to them in the shareholder circular published by the Company on 12 September 2014.

Signature	Date

sterling 164165

LANCING Spencer Road Aspect House Equiniti

BN99 8LU

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 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. 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 over) 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.

1. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited, on 0871 384 2868 or +44 (0)121 415 0205 if you are calling from outside the UK. 1

For additional Forms of Proxy 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.

• 1. Your proxy appointment must be completed no later than 48 hours (excluding non-working days) before the time of the holding of the General Meeting (being 10:00 a.m. UK time on Thursday 2 October 2014) or any adjournment thereof and there are three methods available to do this:
• (i) online at www.sharevote.co.uk, where full details of the procedure are given. You will have to enter the voting ID, task ID and shareholder reference number shown on this form; or ii) depositing 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), with the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, BN99 8LU, United Kingdom; or iii) lodging the proxy appointment using the CREST Proxy Voting Service in accordance with the notes below.

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 close of business (6:00 p.m. UK time) on Thursday 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.

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). 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 4 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 the appointee through other means.

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 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.

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.

General

• 1. The address information on this form of proxy is how your address appears on the register of members. If this information is incorrect please ring Equiniti's helpline on 0871 384 2868 or +44 (0)121 415 0205 if you are calling from outside the UK ¹ to request a change of address form or go to www.shareview.co.uk to use the online service.
• 1. Any alterations made to this form should be initialled by the shareholder.
• 1 Calls to this number are charged at 8p per minute, plus network charges. Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding bank holidays).

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