Fresnillo PLC — Proxy Solicitation & Information Statement 2015

Apr 15, 2015

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 opposite the number of shares in respect of which that proxy is appointed). Shareholders who return the Form of Proxy (to be 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, Equivbl Limited, or CBFT SM-2868 or 44 EE121 415 GDS if you are calling from outside the UK.

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 as an 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 before the time of the holding of the AGM or any adjournment thereof and there are three methods available to do this:

(i) online at www.sharesrss.co.uk, where full details of the procedure are given. You will have to enter the voting (Q task D) and shareholder reference number shown on this form; or

(ii) depending this Form of Proxy, and any power of attorney or other authority under which it is executed (or a stop certified copy of any such power or authority), with the Company's Registrars, Equivbl Limited, FREEPOD 191ra O.J.L. ABALL Aspect House, Spencer Road, Lancing, West Sussex, BMPR 8JJ, United Kingdom; or

(iii) lodging the proxy appointment using the CREST Proxy voting Service in accordance with the above 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 1st May 2015 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 44179) 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 timeslamp 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 appointed through 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 (i.e. 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(3a) of the Uncertificated Securities Regulations 2001.

General

The address information above is how your address appears on the register of members. If this information is incorrect please ring Equivbl's hotpline on 0871 384 2868 or 444 EE121 415 GDS if you are calling from outside the UK to request a change of address form or go to www.sharesrss.co.uk to use the online service.

1. Any alterations made to this form should be initialled by the shareholder.

2. To the best of all knowledge, we will be able to contact you with the following information:

Voting ID	Task ID	Shareholder Reference No.

Other 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 Annual General Meeting of Frosnillo plc, to be held at Unilatens LLP, One Silk Street, London, EC2Y 8HQ on Monday 1st May 2015 at 12.00 noon, and at any adjourned meeting.

The full text of resolutions 18 to 21 is set out in the Notice of Annual General 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 AGM.

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 and against a resolution.

Ordinary Resolutions	Voting	Vote
1. Receiving the 2014 Report and Accounts	☐	☐
2. Approval of the final dividend	☐	☐
3. Approval of the Annual Report on Remuneration	☐	☐
4. Re-election of Mr Alberto Baillière	☐	☐
5. Re-election of Mr Juan Bordes	☐	☐
6. Re-election of Mr Arturo Fernández	☐	☐
7. Re-election of Mr Rafael Mac Gregor	☐	☐
8. Re-election of Mr Jaime Lomelin	☐	☐
9. Re-election of Mr Alejandro Baillères	☐	☐
10. Re-election of Mr Guy Wilson	☐	☐
11. Re-election of Mr Fernando Ruiz	☐	☐
12. Re-election of Ms María Asunción Aramburuzabate	☐	☐
13. Re-election of Ms Bárbara Garza Lagiarra	☐	☐
14. Re-election of Mr Jaime Serra	☐	☐
15. Re-election of Mr Charles Jacobs	☐	☐
16. Re-appointment of Ernst & Young LLP as auditors	☐	☐
17. Authority to set the remuneration of the auditors	☐	☐
18. Directors' authority to allot shares	☐	☐

Special Resolutions

1. Authority to disapply pre-emption rights
2. Authority for the Company to purchase its own shares
3. Notice period for a general meeting

Signature: ____
Date: ____

Form of Proxy – Fresnillo plc

FRESNILLO

If you wish to attend the meeting please detach this card at the perforation, sign it and hand it in on your arrival. This will facilitate your admission.

Signature: _______

Please keep this card in the envelope below.

Please return this section

---

FRENSILLO

Attendance card for the 2015

Annual General Meeting of Fresnillo plc

Shareholder reference number:

Meeting Arrangements

Please bring this card if you come to the Fresnillo plc Annual General Meeting which will be held at Linklaters LLP, One Silk Street, London EC2Y 8HQ, United Kingdom on Monday 18 May 2015 at 12:00 noon.

Doors to the meeting will open at 11:30 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.