Lundin Mining Corporation - Proxy Solicitation & Information Statement 2023

2023 Notice of Annual Meeting and Management Proxy Circular

A member of the Health & Safety team at Eagle Mine.

With respect to the Annual Meeting of Shareholders to be held virtually on MAY 11, 2023

March 24, 2023

Notice of Annual Meeting of Shareholders and Availability of Proxy Materials

You are invited to the Annual Meeting of the shareholders (the “Meeting”) of LUNDIN MINING CORPORATION (“we”, “our”, the “Corporation” or “Lundin Mining”). The Meeting will be held:

When			Time		Where
Thursday May	11,	2023	10:00	a.m.(Toronto time)	virtual-only shareholders Meeting via
					live audio webcast online at
					www.virtualshareholdermeeting.com/LUN2023

We are using “Notice and Access” to provide you with easy electronic access to our Management Proxy Circular (the “Circular”), other meeting materials and with copies of our audited consolidated �� rather than mailing paper copies. Shareholders who have not provided standing instructions to �� voting instruction form, so they can provide their voting instructions. This electronic delivery system is environmentally friendly and saves money.

The purpose of the Meeting is:

��
��
To appoint PricewaterhouseCoopers LLP, Chartered Professional Accountants as auditors of the ��
��
To transact such further and other business as may properly be brought before the Meeting or any adjournment or postponement thereof.

The Circular provides additional information relating to the above items for consideration at the ��

Why a Virtual-Only Meeting

To facilitate increased shareholder attendance and participation, we have made arrangements to ��

How Can I Access the Virtual-Only Shareholders Meeting?

�� in the Meeting, submit questions and vote, all in real time, by connecting to the meeting via the internet to www.virtualshareholdermeeting.com/LUN2023 using a web browser that is running the �� duly appointed themselves as proxyholder will be able to attend the Meeting and ask questions. Guests may attend the Meeting but will not be able to vote or ask questions at the Meeting.

�� appoint themselves to attend and vote at the Meeting) must carefully follow the instructions in the Circular and on the form of proxy or voting instruction form. These instructions must be followed ��

�� starting on page 8 of the Circular.

�� Shareholders participating in the Meeting must remain connected to the internet during the �� internet connectivity for the duration of the Meeting. You are encouraged to vote in advance to ensure your vote is counted at the Meeting.

How Do I Vote My Shares in Advance?

�� number contained in the accompanying form of proxy or voting instruction form in order to vote �� themselves as proxyholder to attend and vote at the Meeting).

Telephone Voting Internet Voting	Mail-in Voting
Vote by calling the toll-free number shown on the form of proxy or voting instruction form Vote online atwww.proxyvote.com �� proxy or voting instruction form to access the website Complete the form of proxy or voting instruction form and return it in the envelope provided

�� holidays) prior to the reconvened Meeting (the “proxy deadline”). Non-registered shareholders should return their voting instruction forms to their intermediary using one of the above methods �� advance of the proxy deadline (or such earlier deadline as your intermediary may specify on your form of proxy or voting instruction form). The Corporation reserves the right to accept late proxies and to waive the proxy deadline, with or without notice, but is under no obligation to accept or reject any late proxy.

How Do I Get an Electronic Copy of the Circular?

�� or under the �� www.sedar.com.

How Do I Get a Paper Copy of the Circular?

�� online at our website, shareholders can request that a paper copy of the documents be sent ��www.proxyvote.com, or by ��

To receive the Meeting materials prior to the proxy deadline for the Meeting and prior to the ��

�� at ��.

If you request paper copies of the Meeting materials, please keep your form of proxy or voting instruction form – you will not be sent another copy.

This notice is not a ballot, voting instruction form or form of proxy. You cannot use this notice to vote your shares. This communication presents only an overview of the more complete proxy materials that are available to you on the internet.

We strongly encourage you to review the Circular and to vote well in advance of the Meeting. If ��

��

BY ORDER OF THE BOARD OF DIRECTORS

Annie Laurenson

Director, Governance and Corporate Secretary

iii

Letter to Shareholders	1
Our Sustainability Strategy	4
Management Proxy Circular	7
Currency	7
��	7
Information About Voting	8
��	8
��	8
��	8
Quorum	14
��	14
Interest of Certain Persons or Companies
in Matters to Be Acted Upon	14
Voting Securities and
Principal Holders Thereof	14
Business of the Meeting	15
��	15
��
��	15
Advance Notice	15
��
of Auditors	16
��
Approach to Executive Compensation	17
Election of Directors	18
��	18
��
Board and Board Committee Meetings	24
��	25
��	26
��
��	27
��
or Bankruptcies	29
Individual Bankruptcies	29
Penalties or Sanctions	29

Statement of Corporate Governance
Practices	30
��	30
Governance Principles	32
Whistleblower Policy	33
About the Board	34
��	38
��
��	40
��	41
Message from the Human Resources/
Compensation Committee	52
Compensation Discussion
and Analysis	57
Introduction	57
Compensation Governance	57
2022 Compensation	62
Performance Equity Compensation Plans	72
Performance Graph	79
Summary Compensation Table	80
Incentive Plan Awards	82
��	84
��	84
Hedging	84
��	84
��
��	85
Compensation Consultants	85
Termination and Change of
��	86

Miscellaneous	89
��
��	89
Securities Authorized for Issuance
Under Equity Compensation Plan	89
Normal Course Issuer Bid	90
��	91
Management Contracts	91
Interest of Informed Persons in
Material Transactions	91
��	91
��
Performance Measures	92
Additional Information	92
Shareholder Proposals	92
Stakeholder Engagement	93

Cautionary Statement on
Forward-Looking Information	94
Appendix A
Mandate of the Board of Directors	96

Letter to Shareholders

We are pleased to present our Management Proxy Circular ahead of the upcoming 2023 Annual Meeting of Shareholders. This document details information �� environmental performance compared to our targets.

Focused on Value Creation

The mining industry faced a number of challenges in �� constraints. Lundin Mining was not immune to these �� well to these challenges, demonstrating our ability to execute when guided by our core values of Safety, ��

�� tonnes of copper-equivalent metal, achieving consolidated production guidance for copper, nickel and gold. We generated over $3 billion in sales, ��[��] , and returned nearly �� leading dividend and share repurchase programs.

�� overshadowed by two independent fatalities at our Neves-Corvo operation in Portugal. While we continue to reinforce procedures to help prevent such accidents across our organization, we are also �� and proven track record of fatality prevention.

With industry low GHG emission intensity for the base metals we produce, we are committed to continual improvement. In June 2022, we announced our new

�� (market-based) GHG absolute emissions reduction �� baseline year. Setting a 2030 target places us on ��

�� challenges we faced in 2022, we maintained focus on value creation and advanced key priorities to deliver on our strategy of operating, upgrading and growing a base metals portfolio that provides leading returns for our shareholders throughout the cycle.

�� while slower-than-planned, delivered sequential quarterly production improvements throughout the year and is tracking well to our current plans. Study work advanced for the Candelaria Underground Expansion Project. The discovery of the high-grade Saúva deposit in Brazil was announced in 2022, and we delivered a maiden mineral resource estimate in early 2023. We expect Saúva to increase in size with �� how best to expand production in Brazil. The Upper �� mine plans, and we made good progress advancing detailed engineering, procurement and early works of our large-scale Josemaría copper-gold project in Argentina.

In short, we remain focused on near and longer-term value creation through disciplined growth and the ��

Passing of Founder and Former Chair Lukas Lundin

The success of Lundin Mining is owed directly to Lukas �� battle with brain cancer, however, his pursuit and vision of creating a world-class base metals company lives on.

Lukas founded Lundin Mining, together with his �� development from an exploration-stage company into a global mid-tier producer with a strong copper focus and a portfolio of world-class assets.

We will continue to build upon his legacy.

Passing of Director Karen Poniachik

This past year we also lost Karen Poniachik. Karen brought a wealth of experience, wisdom and insight to our Board gained through her distinguished career and many contributions to mining in Chile. Karen was ��

Executive and Board Changes

�� the rejuvenation of ideas and perspectives, to be �� and institutional knowledge.

�� evolving needs of our business and help ensure we have the right mix of skills and experience to drive Lundin Mining forward.

In August 2022, Juan Andres Morel joined as SVP �� Mariuzza was promoted to SVP, Sustainability, Health and Safety.

�� President and concurrently stepped down from the Board.

These executive additions, and senior hires at our operations, have enhanced the expertise, strategic capabilities, and technical strength across our Company.

We welcomed three new Board members in 2022. Adam Lundin was elected to the Board at the Annual Meeting of Shareholders and appointed Chairman. Adam is a director of several publicly traded resource companies and brings with him extensive knowledge of the Josemaría project and Argentina.

�� and elected at the 2022 Annual Meeting. Juliana has �� international business experience gained in diverse industries, including mining.

��2022 bringing valuable executive-level operationalleadership perspectives, rooted with current context.

�� to our Board as a director in March of this year. �� experience on many environmental and social topics in Chile to our Board, including community engagement, government relations, sustainable supply chains and social values.

At the same time, we have to say goodbye to longserving Board member Catherine Stefan who is not standing for re-election having reached our age limit. �� the past eight years.

We are pleased to have welcomed several new members in 2022 and 2023, including individuals �� and sustainability.

Positioned for the Future

��

We are growth focused. We believe in a strong outlook for copper as the world transitions to lower a carbon future with a large supply-demand gap looming. What �� and strategic positioning to continue to create meaningful value for decades to come.

�� and leadership in place for Lundin Mining to create ��

�� Lundin Mining, thank you for your continued support.

Peter Rockandel

Adam Lundin

�� 

Our Sustainability Strategy

Mining responsibly to contribute to a more sustainable world.

�� established by a multi-disciplinary sustainability working group represented by our operations and core functional areas across the organization. Guided by an executive steering committee and a formal governance structure, the working group established a framework that will allow us to embed and help improve sustainability across the organization and help enhance our collective awareness of key sustainability challenges facing our industry. Comprehensive, evidence-based

data analysis was conducted to support �� materiality assessment and data analysis, this collaborative process allowed us to review and recalibrate our long-term integrated sustainability vision for the Corporation.

�� Mining responsibly to contribute to a more sustainable world �� provides the foundation of our work and enabled us to identify clear themes, strategic pillars and guiding statements to support our multi-year Sustainability Strategy.

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ENVIRONMENTAL STEWARDSHIP

THRIVING COMMUNITIES

We collaborate to help enhance the health an d wellbeing of our communities by addressing impacts and developing initiatives that achieve positive social and ��

We commit to climate action, strengthening water and waste management, and biodiversity conservation to help contribute towards a sustainable environment for all

EMPOWERED

BUILDING RESILIENCE EMPOWERED We adapt to changing WORKFORCE conditions and leverage We support and motivate proven new technology, our people by providing safe partnerships, and operational work environments , open excellence to help ensure communication and inclusivity, sustained growth of our and investing in skills and talent business into the future. for tomorrow.

GOOD GOVERNANCE

We engage in ethical business practices founded on transparency and accountability to help enhance trust with our stakeholders throughout the mine life and beyond.

Aligned with highly regarded frameworks for sustainable business, including the �� materiality assessment and risk management framework and with the oversight of the Safety and Sustainability Committee of the Board (the

“SSC”). In 2022, we began to implement our workplan to integrate the Sustainability Strategy across the organization. A staged approach to �� performance indicators (KPIs) will continue in 2023 for strategically important and material issues, prioritizing target setting for select focus areas important to our internal and external stakeholders.

�� and material issues under the pillars of our corporate Sustainability Strategy to help ensure the resilience and agility of our business. When establishing our goals, we considered the results of internal risk assessments, stakeholder-feedback monitoring, and continuous improvement of existing processes and procedures.

ENVIRONMENTAL STEWARDSHIP

Environment:

No Level 3 or above environmental incidents.

Climate resilience:

Progress integration of our interim

��

�� base year).

Tailings stewardship:

Continue implementation of GISTM with development of corporate and operationlevel implementation action plans.

THRIVING COMMUNITIES

Social performance:

�� guide Social Performance Programming.

Local economic development:

�� at all sites.

BUILDING RESILIENCE

Mining innovation:

Continue implementation of operational business intelligence and operational technology roadmap to support the digital business transformation.

Responsible production:

Continue responsible production through commitment to Copper Mark[TM] and Candelaria.

Economic performance:

Execute growth strategy through securing �� decision of the Josemaría copper-gold project and successful commissioning of ��

EMPOWERED WORKFORCE

Zero harm:

��

Talent attraction and retention:

Progress strategic workforce planning, assuring succession for critical roles and future-state talent pool needs.

GOOD GOVERNANCE

Ethical business:

Achieve target providing that the Board ��

Human rights:

�� implementation of policy.

�� www.lundinmining.com.

��

Sustainability Governance at Lundin Mining

�� Community (HSEC) Committee as the Safety and Sustainability Committee (SSC) with three standing members who meet quarterly, at a minimum. The SSC assists the Board in its oversight of health, safety, environment, social and sustainability matters including risk management, performance, leadership and reporting including climate change and tailings management at Lundin Mining.

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SHAREHOLDERS EXTERNAL AUDITOR
Human Resources/
Audit Committee
Compensation Committee
BOARD OF DIRECTORS
Corporate Governance And
Safety And Sustainability
Committee Nominating Committee
EXECUTIVE MANAGEMENT
COMMITTEE
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Management Proxy Circular

You have received this Management Proxy Circular (“Circular”) because you owned Lundin Mining Corporation common shares as of the �� 2023 (the “Meeting”) at the time and for the purposes set out in the accompanying Notice of Annual Meeting of Shareholders or at any adjournment or postponement of the Meeting.

Management of the Corporation is soliciting your proxy for the Meeting.

�� primarily be by mail, but you may be contacted by telephone or other means of communication �� Corporation, without compensation other than their regular compensation. The cost of solicitation by management will be borne by the Corporation.

In this Circular, references to “we”, “us” and “our” or to “Lundin Mining”, the “Company” and the “Corporation” are to Lundin Mining Corporation, references to “common shares” are to the common shares in the capital of Lundin Mining, and references to “Shareholders”, “you” and “your” are to the holders of common shares.

It is anticipated that this Circular, together with the accompanying Notice and form of proxy or voting instruction form will be delivered to shareholders of the Corporation on or about �� described below. Unless otherwise stated, the information contained in this Circular is as of ��

Currency

��

The Corporation has used the following annual average exchange rate for each year for all currency conversions throughout this Circular, unless indicated otherwise:

	C$	CLP	SEK
2022	�� ��	�� ��	�� ��
��	�� ��	�� ��	�� ��
2020	�� ��	�� ��	�� ��
��	�� ��	�� ��	�� ��

Delivery of Proxy Materials

As permitted by applicable Canadian securities laws, we are providing shareholders with electronic access to the Circular for the Meeting, �� report thereon together with the associated �� out paper copies. Electronic delivery is environmentally friendly and saves money.

Shareholders will receive notice of availability of proxy materials together with a form of proxy or voting instruction form. The notice provides instructions on how shareholders may access and review an electronic copy of the Circular and how to request a paper copy. Shareholders who have already provided instructions on their account to receive paper copies of the Circular will also receive a paper copy of the Circular with a copy of the notice regarding electronic availability. The notice also provides information on voting at the Meeting.

Proxy materials are being sent to registered shareholders directly and will be sent to

intermediaries to be forwarded to all non�� the cost of proxy solicitation (including the cost of sending the proxy materials) for all

registered shareholders and for non-registered shareholders, including non-registered shareholders who object to their name and address being given to the Corporation.

Information About Voting

Why Is This Year’s Meeting Virtual Only?

In order to facilitate broad shareholder participation at the Meeting, we have made arrangements to enable shareholders and proxyholders to attend and vote virtually at this ��

The Meeting will be entirely virtual and shareholders and proxyholders will not be able to attend in person. If you are a registered shareholder or a duly appointed proxyholder (including non-registered shareholders who have appointed themselves as proxyholder), you will be able to attend, vote and ask questions at the Meeting, all in real time, similar to as if our annual meeting of shareholders was held in person. If you are a non-registered shareholder who does not appoint themselves as proxyholder then you may attend the Meeting and ask questions but you will not be able to vote at the Meeting.

Who Can Vote at ��

Shareholders who held common shares as of the record date at the close of business are entitled to one vote per common share held as of that date.

How Can I Vote?

You have various options for voting. You may vote in advance of the Meeting online or by phone, or mail. You may also attend and vote online during the live webcast or you may appoint another person (called a proxyholder) to attend the Meeting online and vote on your

behalf. If you are a registered shareholder, the �� your package will include a form of proxy. We �� most non-registered shareholders, your package �� (“Broadridge”) and includes a voting instruction form. We pay the cost of proxy solicitation for all registered and non-registered shareholders.

However you choose to vote, please carefully follow the instructions below for the option you select.

You must also make sure you allow enough time for your instructions to reach Broadridge if you are sending the completed form of proxy or voting instruction form by mail. To be valid, Broadridge must receive your instructions for voting or appointing a proxyholder before

10:00 a.m. (Toronto time) on Tuesday

May 9, 2023 or, if the Meeting is postponed �� including Saturdays, Sundays or applicable Canadian holidays) before the postponed or adjourned Meeting convenes (the “proxy deadline”). Non-registered shareholders must also ensure that their instructions are �� voting instruction form and, in any case, at least one business day in advance of the �� their intermediary to act on those instructions prior to the proxy deadline. If you are a nonregistered shareholder and you have any questions regarding these deadlines, you should contact your intermediary. Submit your voting instructions right away to meet the proxy deadline.

	Non-Registered
	��	Registered Shareholders
The voting process is	��	You are a registered shareholder if your
��	shareholder if your bank, trust company,	��
on whether you	��	Broadridge will have sent you a form
are a registered	institution holds your common shares (your	of proxy.
or non-registered	nominee). This means the common shares
shareholder (see	��
details on how to	��
determine what you	��
are to the right).	shareholders.
How Can I Vote	��	��
in Advance?	instruction form to submit your voting	of proxy and return it using one of the
	instructions or to appoint a proxyholder	following methods:
	using one of the following methods:	• ��www.proxyvote.comand vote
	• ��www.proxyvote.comand vote	��
	��	located on your form of proxy.
	located on your voting instruction form.	• Mail: Using the envelope provided, send
	• Mail: Using the envelope provided, send	the duly completed, signed and dated
	the duly completed, signed and dated	form of proxy by mail.
	voting instruction form by mail.	You may also vote by phone by calling the
	You may also vote by phone by calling	toll-free number shown on the form of
	the toll-free number shown on the voting	proxy. You will not be able to appoint a
	instruction form. You will not be able to	proxyholder other than the Management
	appoint a proxyholder other than the	Proxyholders if you vote by phone.
	Management Proxyholders if you vote by phone.	However you choose to vote, please follow the instructions on your form of proxy
	However you choose to vote, please follow	carefully.
	the instructions on your voting instruction form carefully.	To be valid, your form of proxy must be received by Broadridge by the proxy
	Your intermediary must receive your voting	deadline. The online and telephone
	��	voting options will be available until the
	��	proxy deadline.
	�� prior to the proxy deadline.	If you wish to appoint a proxyholder other than the Management Proxyholders,
	If you wish to appoint a proxyholder other	please see “How do I appoint a
	than the Management Proxyholders, please	��
	��
How do I Vote at	If you wish to attend and vote at the	��
the Meeting?	Meeting, you can do so as follows:	return it to Broadridge since you will be
	��Appoint yourself as proxyholder by carefully following the instructions below under the heading “How do I appoint a	accessing and voting at the Meeting. Instead, complete the instructions below, which must be followed very carefully:
	��	��Log into
	steps must be completed prior to the	www.virtualshareholdermeeting.com/
	proxy deadline or you will not be able	LUN2023��
	to vote your common shares at the	Meeting starts. You should allow ample
	Meeting.	time to check into the Meeting and to

www.virtualshareholdermeeting.com/ LUN2023�� Meeting starts. You should allow ample time to check into the Meeting and to complete the related procedures.
�� proxyholders to log in and vote at the Meeting as described below under the heading “How do I attend the Meeting as ��
�� the Shareholder Login section (your control number is located on your form of proxy) and click on “Enter Here”.

�� themselves as proxyholder will be able to access and ask questions at the Meeting in the same manner as for registered �� control number will be located on your voting instruction form rather than on a form of proxy.

�� Meeting and vote when prompted.

	Non-Registered
	��	Registered Shareholders
How do I Vote at	In the event that the proxy deadline is	Even if you currently plan to attend the
��	waived by the Company prior to the	Meeting, you should consider voting your
(continued)	Meeting, if you have previously provided	common shares by proxy in advance so
	voting instructions or appointed another	that your vote will be counted if you later
	person to vote on your behalf at the	decide not to attend the Meeting or in
	Meeting and you choose to access and	the event that you are unable to access
	vote on any matter at the Meeting during	the virtual Meeting for any reason. If you
	the live webcast, then you will revoke any	vote on any matter at the Meeting during
	previously submitted proxy. If you do not	the live webcast, then you will revoke any
	wish to revoke your prior proxy, you will	previously submitted proxy.
	still be able to access the Meeting and
	ask questions.
	However, you should not assume that
	the proxy deadline will be waived and
	you should vote prior to the Meeting or
	appoint yourself or a proxyholder to vote
	at the Meeting prior to the proxy deadline
	to ensure that your vote is counted at
	the Meeting.
What If I Want to	Contact your intermediary if you need	If you voted in advance of the Meeting
Change My Vote?	help providing new voting instructions	and you wish to change your voting
	or appointing a new proxyholder, if you	instructions or if you wish to appoint
	want to revoke your voting instructions	another person as your proxyholder, you
	(without giving new instructions), or if you	may submit a new proxy with your new
	want to vote at the Meeting instead.	voting instructions or appointing that
	Your new instructions or proxy appointment must be received by Broadridge by the proxy deadline. Any instructions or appointments received �� revoke your previous instructions or appointments. Please remember that your intermediary must receive your ��	other person as proxyholder using the �� of proxy by following the instructions on your form of proxy and using any of the methods listed above. Your new proxy must be received by Broadridge by the proxy deadline. Any new proxy received �� revoke your previous proxy.
	your voting instruction form, which	You can also revoke your proxy without
	��	providing new voting instructions by:
	proxy deadline.	• sending a notice in writing to the
		Corporate Secretary of the Corporation
		��
		��
		��
		��

giving notice in any other manner permitted by law.

The notice can be from you or your attorney if they have your written authorization. If your common shares are owned by a corporation, the written �� or attorney.

�� instructions by participating and voting on any matter at the Meeting, which will revoke any previously submitted proxy.

Non-Registered �� Registered Shareholders

How can I attend the Guests can log into the Meeting and view the Meeting, but they are not able to vote Meeting as a guest? or ask questions at the Meeting. Guests can access the Meeting using the following instructions: • Log into www.virtualshareholdermeeting.com/LUN2023�� the Meeting starts. You should allow ample time to check into the virtual Meeting and to complete the related procedures.

��

How do I appoint If you vote in advance, you will be appointing the persons named as proxyholders �� in the enclosed form of proxy or voting instruction form as your proxyholder �� Corporation. You may also appoint a person other than the Management Proxyholders as your proxyholder to attend and vote on your behalf at the Meeting. This other person does not need to be a shareholder of the Corporation. If you wish to do so, this appointment must be received by the proxy deadline.

If you wish to appoint another person as your proxyholder (other than the Management Proxyholders), you may do so by carefully following the instructions �� follow the instructions as described below will result in your proxyholder not being able to attend or vote at the Meeting.

If you are a non-registered shareholder and you wish to attend and vote at the Meeting, you must appoint yourself as proxyholder by following the applicable instructions below.

To appoint yourself or another	To appoint another person (other
person (other than the Management	than the Management Proxyholders)
Proxyholders) as proxyholder you must	as proxyholder you must appoint
appoint yourself or that other person as	that person by carefully following the
your proxyholder by carefully following	instructions on your form of proxy or at
the instructions on your voting instruction	www.proxyvote.com, including:
form or atwww.proxyvote.com.	• inserting an “Appointee Name” and
If you wish to attend and vote at the	designating an 8-character “Appointee
Meeting yourself,you must appoint	��
_yourself as proxyholder_by following these	is the Appointee Information) online at
instructions.	www.proxyvote.comor in the spaces
The steps you must follow to validly	��
appoint a proxyholder other than the	• informing your appointed proxyholder
Management Proxyholders will include:	of the exact Appointee Name and
• inserting an “Appointee Name” and designating an 8-character “Appointee �� this is the “Appointee Information”) online atwww.proxyvote.comor in the spaces provided on your voting	�� Number prior to the Meeting. Your proxyholder will require both your Appointee Name and Appointee �� on your behalf at the Meeting.
instruction form. You must complete	If you wish to appoint such other
this step regardless of whether you	person (other than the Management
wish to appoint yourself or another	Proxyholders), you are encouraged to
person (other than the Management	do so online atwww.proxyvote.comas
��	this will allow you to share the Appointee
• if you have appointed someone other than yourself to access and vote at the Meeting on your behalf, informing	Information you have designated with any other person you have appointed to represent you at the Meeting more easily.
your appointed proxyholder of the
exact Appointee Name and 8-character
��
to the Meeting.

Non-Registered
��	Registered Shareholders
If you wish to appoint yourself or such	Please note that if you wish to appoint
other person (other than the Management	a person as your proxyholder other
Proxyholders), you are encouraged to	than the Management Proxyholders
do so online atwww.proxyvote.comas	and you do not designate the Appointee
this will allow you to share the Appointee	Information as required when completing
Information you have designated with	your appointment online or on your form
any other person you have appointed to	of proxy or if you do not provide the
represent you at the Meeting more easily.	exact Appointee Name and Appointee
If you do not designate the Appointee	��
Information as required when completing	that other person will not be able to access
your appointment online or on your voting	the Meeting and vote on your behalf.
instruction form, or if you do not provide
��
and Appointee Name to any other person
(other than the Management Proxyholders)
who has been appointed to access and
vote at the Meeting on your behalf, neither
you nor that other person, as applicable,
will be able to access the Meeting and vote.
If you do not appoint yourself as your
proxyholder, you will not be able to vote at
the Meeting, although you may still attend
the Meeting and ask questions by following
the instructions for accessing the Meeting
described under the heading “How do I
��

What technology will I need to access the Meeting?

You will be able to participate in the Meeting using an internet connected device such as a laptop, computer, tablet or mobile phone. The Meeting platform will be supported across browsers and devices that are running the most updated version of the applicable software plugins and that meet the minimum system requirements. If you have any doubt, please visit www.virtualshareholdermeeting. com/LUN2023�� compatibility.

�� the Meeting?

�� shareholder meeting help line using the toll-free number provided on the Meeting Login page (www.virtualshareholdermeeting.com/ LUN2023).

If you are participating in the virtual Meeting, you must remain connected to the internet at all times during the Meeting in order to vote when balloting commences. It is your responsibility to ensure internet connectivity for the duration of the meeting. Note that if you lose connectivity once the Meeting has commenced, there may �� ballot voting is completed.

Even if you plan to attend the Meeting, you should consider voting your common shares in advance so that your vote will be counted in case you later decide not to attend the Meeting �� and are unable to access the Meeting and vote for any reason. Please note that you cannot vote if you access the Meeting by dialing in – voting at the Meeting can only be done through the online meeting portal.

Will I be able to ask questions at the Meeting?

Yes. Lundin Mining believes that the ability to participate in the Meeting in a meaningful way, including asking questions, remains important despite the decision to hold this �� registered shareholders and proxyholders (including non-registered shareholders who have appointed themselves as proxyholders) will have substantially the same opportunity to ask questions on matters of business before the Meeting as in past years when the annual shareholders meeting was held in �� appointed themselves as proxyholder will also have the opportunity to ask questions.

Shareholders will have the opportunity to submit questions during the Meeting in writing by sending a message to the chair of the Meeting online through the meeting portal.

Questions received from shareholders which relate to the business of the Meeting are expected to be addressed during the Meeting or in the question-and-answer session that is expected to follow the Meeting. Such questions will be read by the chair of the Meeting or a designee of the chair and responded to by a representative of the Corporation as they would be at a shareholders meeting that was being held in person. As at an in-person meeting, to help ensure fairness for all attendees, the chair of the Meeting will decide on the amount of time allocated to each question and will have the right to limit or consolidate questions and to reject

questions that do not relate to the business of the Meeting, or which are determined to be inappropriate or otherwise out of order.

Voting of proxies

The form of proxy accompanying this Circular provides that the common shares represented by properly executed and deposited proxies will be voted or withheld from voting on each respective matter in accordance with your instructions and that, if you specify a choice with respect to any matter to be acted upon at the Meeting, the common shares represented by your proxy will be voted accordingly.

If you appoint the Management Proxyholders but do not tell them how to vote, your common shares will be voted as follows:

(i) FOR the election of the persons listed as nominees under the heading “Election of ��
(ii) FOR the appointment of PricewaterhouseCoopers LLP as auditors of the Corporation and authorizing the ��
(iii) FOR the resolution approving the �� compensation on an advisory and nonbinding basis.

Other important things to know

If for any reason a nominated director becomes unable to serve, your proxyholder has the right to vote for another nominated director at his or her discretion, unless you have indicated that you do not wish for the proxyholder to have discretion in voting your common shares.

If there are amendments or other items of business that properly come before the Meeting, the form of proxy or voting instruction form provide that your proxyholder can vote on each matter as your proxyholder sees �� amendment or contested item of business.

The chair of the Meeting has the discretion to accept or reject any late proxies and can waive or extend the deadline for receiving proxy voting instructions without notice.

If the Meeting is postponed or adjourned, the deadline for Broadridge to receive your voting �� (excluding Saturdays, Sundays and applicable Canadian holidays) before the Meeting is reconvened for your new voting instructions to be valid. If you are revoking your proxy without giving new voting instructions, the Corporate �� (Toronto time) on the day before the Meeting is reconvened or giving notice in any other manner permitted by law.

Questions About Voting

If you have questions about voting, completing the form of proxy or about the Meeting in general, please contact Broadridge at: [email protected].

Quorum

The quorum required at the Meeting will be two persons together holding not less than �� Meeting present, each being a shareholder entitled to vote at the Meeting or a duly appointed proxyholder or representative for a shareholder entitled to vote at the Meeting.

Record Date

Shareholders registered as at the close of �� are entitled to attend and vote at the Meeting. Shareholders who wish to be represented by proxy at the Meeting may vote in advance or appoint their proxyholders in the manner described above.

Interest of Certain Persons or Companies in Matters to Be Acted Upon

Except as otherwise set out herein, no director �� person who has held such a position since �� year of the Corporation, nor any nominee for election as a director of the Corporation, �� persons, has any material interest, direct or �� securities or otherwise, in any matter to be acted on at the Meeting other than the election of directors.

Voting Securities and Principal Holders Thereof

The Corporation is authorized to issue an unlimited number of common shares and one �� shares and no special shares were issued and �� 2023). Each common share is entitled to one vote on all matters to be acted upon at the Meeting.

The following table sets forth those persons who, to the knowledge of the directors �� or indirectly, common shares carrying more �� common shares:

	Number of	Percentage of
Name of Shareholder1	Common Shares	Common Shares
Nemesia S.a.r.l. (“Nemesia”), Luxembourg	��	��
��	��	��
Luxembourg

��

Business of the Meeting

Financial Statements

�� of the Corporation for the year ended �� of the auditors thereon, will be tabled at the Meeting and will be received by the shareholders. These audited consolidated �� report of the auditors thereon and the related �� been provided to shareholders who have validly requested such statements separately and are �� www.sedar.com.

Election of Directors and Information Regarding Proposed Directors

The directors of the Corporation for the ensuing year will be elected at this Meeting.

The board of directors of the Corporation (the “Board”) has accepted a recommendation of the Corporate Governance and Nominating Committee (the “CGNC”) of the Corporation and has determined that the size of the Board should be eight directors. The number of directors to be elected is eight .

Ms. Catherine Stefan is retiring from the Board following the Meeting, in accordance with our age limit policy. Ms. Karen Poniachik �� concurrent with his appointment as President of Lundin Mining.

Each of the eight nominees are presently members of the Board and the dates on ��

�� year. Each director nominee elected will hold �� next annual meeting of shareholders, or any postponement(s) or adjournment(s) thereof, or until their successor is otherwise elected or appointed.

Unless otherwise instructed, the common shares represented by the proxies held by a Management Proxyholder will be voted by the persons named therein FOR the election of each of the eight nominees as directors. Management does not contemplate that any nominee will be unable or unwilling to serve as a director, but if that should occur for any reason prior to the Meeting, the persons named in the enclosed form of proxy reserve the right to vote FOR another nominee in their discretion, unless the shareholder has �� that the proxyholder has not been granted such discretion.

Advance Notice

�� requirement for nominations of directors by shareholders in certain circumstances. Among �� deadline by which holders of record of common shares must submit director nominations to the Corporation prior to any annual or special meeting of shareholders and sets forth the information that a shareholder must include in the notice to the Corporation. In the case of an annual meeting of shareholders, notice to the Corporation must be provided not less than 30 days prior to the date of the applicable annual meeting of shareholders or, where Notice and Access is to be used for the delivery of the applicable meeting materials, not less than ��

��

prior to the meeting, notice must be provided in either case by no later than the close of �� such announcement. Please see “Shareholder Proposals” for additional information.

As at the date of this Circular, the Corporation has not received notice of any director nominations in connection with the Meeting.

Appointment and Remuneration of Auditors

The auditors for the Corporation will be �� auditors, the directors of the Corporation recommend the re-appointment of PricewaterhouseCoopers LLP (“PwC”), Chartered Professional Accountants, as �� the termination of the next annual meeting of the shareholders of the Corporation. PwC ��

�� following a detailed review and tender process. The Corporation also proposes that the remuneration to be paid to the auditors be determined by the directors of the Corporation. The disclosure required by National Instrument �� Audit Committees �� external auditors, can be found in the “Audit �� www.sedar.com.

Auditors’ Fees

The following table discloses the fees billed to the Corporation by its external auditors during �� SEK were converted using average exchange �� quoted on Bloomberg).

		Audit-
		Related		All other
Fiscal Year Ending	Audit Fees��	Fees��	Tax Fees��	Fees��
��	��	��	��	��
��	��	��	��	��

��

��

��

The Board recommends that shareholders

vote FOR the re-appointment of

PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year, �� remuneration to be paid to the auditors.

Unless otherwise instructed, the common shares represented by proxies held by a Management Proxyholder will be voted

FOR the re-appointment of PwC, Chartered Professional Accountants, as auditors of the Corporation until the close of the next annual meeting of shareholders or until their successor is appointed and to authorize the �� resolution will require approval by a majority of the common shares voted at the Meeting in person or by proxy.

Advisory Vote on the Corporation’s Approach to Executive Compensation

The Board has adopted a shareholder �� to executive compensation, as disclosed �� and Analysis”. As a formal opportunity to provide their views on the disclosed objectives �� compensation model, shareholders are asked to review and vote, in a non-binding, advisory manner, on the following resolution:

The Board recommends that shareholders vote FOR the resolution to accept the Corporation’s approach to executive compensation.

Unless otherwise instructed, the common shares represented by proxies received by management will be voted FOR the approval �� approach to executive compensation. To pass, this resolution will require approval by a majority of the common shares voted at the Meeting in person or by proxy but because your vote on this matter is advisory it will not be binding upon the Board.

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in the Circular.

�� results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions, all of which are to be consistent with its pay for performance compensation model (see “Compensation �� the compensation philosophy and guidelines of the Board and the performance metrics and process used to assess performance as well as whether any compensation consultant was retained last year and, if so, the mandate of such consultant). The pay for performance compensation model is designed to attract, retain and motivate talented management and pay for actual performance which drives the long-term creation and preservation of shareholder value.

Election of Directors

��

�� The Corporation has been advised that each of the nominated directors is willing to serve on the Board for the ensuing year. Each of the directors proposed for election at the Meeting is a current director.

��

==> picture [58 x 83] intentionally omitted <==

Board Chair since May 12, 2022. Mr. Lundin has many years of experience in capital markets and public company management across the natural resources sector. His background includes mining and oil & gas �� management. He began his career working for several Lundin Group �� he specialized in institutional sales and corporate advisory, becoming ��

Adam I. Lundin

British Columbia, Canada

Age: �� Director since: ��

Non-Independent[��]

LUNDIN MINING BOARD AND BOARD COMMITTEES

Board

Safety and Sustainability Committee

PUBLIC COMPANY BOARD MEMBERSHIP

Filo Mining Corp.

Common Shares Owned[��]

567,934

��[��]

Total Compensation for Fiscal 2022

US$133,252

2022 Voting Results

77.30% for 22.70% withheld

��

Lucara Diamond Corp. (TSX-V) NGEx Minerals Ltd. (TSX-V)

==> picture [58 x 83] intentionally omitted <==

C. Ashley Heppenstall

London, United Kingdom

Age: �� Director since: ��

Lead Director of the Corporation since May 2020. Mr. Heppenstall is a Corporate Director with over 30 years of experience in the oil and gas and resource sectors. He currently serves on the board of directors of various public mining and oil and gas companies. From 2002-2015, Mr. �� Petroleum, an oil and gas exploration and production company with core assets in Norway. Early in his career, Mr. Heppenstall worked in the �� resource sector businesses.

Independent[��]

Common Shares Owned[��] 856,574 ��[��] Total Compensation for Fiscal 2022 US$146,064 2022 Voting Results 82.52% for 17.48% withheld

LUNDIN MINING BOARD AND BOARD COMMITTEES

��

�� Compensation Committee Corporate Governance and Nominating Committee

PUBLIC COMPANY BOARD MEMBERSHIP

Aker BP ASA ��

International Petroleum Corporation (TSX, Nasdaq Stockholm)

Lundin Gold Inc. (TSX, Nasdaq Stockholm) Orrön Energy AB (Nasdaq Stockholm)

==> picture [58 x 84] intentionally omitted <==

Donald K. Charter

��

Age: �� Director since: ��

A Corporate Director and former business executive who has held multiple executive leadership positions including public company CEO experience in �� in all aspects of executive leadership as well as in mergers, acquisitions, �� company boards in a number of business sectors and has sat on and chaired audit, governance, compensation, health and safety, special and independent committees in multiple situations over his career.

Independent[��]

Common Shares Owned[��]

82,424 ��[��]

LUNDIN MINING BOARD AND BOARD COMMITTEES

Total Compensation for Fiscal 2022

Board

�� (Chair) Josemaría Board Advisory Committee (Chair) Safety and Safety Committee (Chair)

US$163,041

2022 Voting Results 92.19% for 7.81% withheld

PUBLIC COMPANY BOARD MEMBERSHIP

�� Investment Trust (TSX) International Petroleum Corporation (TSX, Nasdaq Stockholm)

==> picture [58 x 84] intentionally omitted <==

Juliana L. Lam ��

Age: �� Director since: March 23, 2022

Ms. Lam is a Chartered Professional Accountant, Chartered Accountant (CPA, CA) and a Corporate Director. Prior to becoming a Corporate �� positions in private and public companies in various industries including �� positions. She currently serves as a member of the Board of Directors of Major Drilling Group International Inc. since 2020 and is a former director of other public companies. Ms. Lam holds a Bachelor of Arts from the University of Toronto, an MBA from the Ivey Business School, University of Western Ontario and holds the ICD.D designation from the Institute of �� expert based on experience and educational background.

Independent[��]

Common Shares Owned[��] 37,300 ��[��] Total Compensation for Fiscal 2022 US$102,822 2022 Voting Results 99.68% for 0.32% withheld

LUNDIN MINING BOARD AND BOARD COMMITTEES

Board

Audit Committee[��]

PUBLIC COMPANY BOARD MEMBERSHIP

Major Drilling Group International Inc. (TSX)

==> picture [58 x 83] intentionally omitted <==

Dale C. Peniuk

British Columbia, Canada

Age: �� Director since: ��

Mr. Peniuk is a Chartered Professional Accountant (CPA, CA) and Corporate Director. He currently serves as a director of three other public companies, Argonaut Gold, Kuya Silver, and MAG Silver, and has been on the board and chair of the audit committee of numerous other Canadian public mining companies since 2006. Mr. Peniuk spent more than 20 years �� being an assurance partner from 1996 to 2006 and the leader of KPMG’s British Columbia mining practice. Mr. Peniuk is the Board’s designated ��

Independent[��]

Common Shares Owned[��]

50,000

LUNDIN MINING BOARD AND BOARD COMMITTEES

��[��]

Total Compensation for Fiscal 2022 US$160,799

Board

Audit Committee (Chair)[��]

Corporate Governance and Nominating Committee �� Josemaría Board Advisory Committee

2022 Voting Results 94.21% for 5.79% withheld

PUBLIC COMPANY BOARD MEMBERSHIP

Argonaut Gold Inc. (TSX) Kuya Silver Resources (CSE) MAG Silver Corp. (TSX, NYSE American)

==> picture [58 x 83] intentionally omitted <==

Peter T. Rockandel

��

Age: �� Director since: ��

�� 2021, and Director since January 1, 2022. Mr. Rockandel previously served as Senior Vice President, Corporate Development and Investor Relations, having joined Lundin Mining in 2018. Mr. Rockandel has over 25 years of experience in Canadian capital markets, particularly in global resources and mining. Prior to joining Lundin Mining, Mr. Rockandel was the Managing Director, Investment Banking at GMP Securities and led their North American Mining practice overseeing and executing GMP’s Mining capital markets and investment banking strategy for 15 years.

Non-Independent[��]

Common Shares Owned[��]

177,000

LUNDIN MINING BOARD AND BOARD COMMITTEES

��[��]

�� “Summary Compensation Table”

Board

PUBLIC COMPANY BOARD MEMBERSHIP

N/A

2022 Voting Results

98.52% for 1.48% withheld

==> picture [58 x 83] intentionally omitted <==

Maria Olivia Recart Santiago, Chile

Age: �� Director since: March 23, 2023

Ms. Recart is a Corporate Director and serves on the Board of Directors of CAP S.A (a Chilean listed producer of iron ore and iron and steel products) and Aclara Resources Inc. (a TSX-listed rare earths company with a development project in Chile). She is also a board member of Comunidad �� public policy. Previously, Ms. Recart was the Rector of Universidad Santo Tomás, a Chilean university, from 2019 to 2023. Prior to that, she worked at BHP, an international mining company, from 2010 to 2018 as Vice President Corporate Affairs, where she was responsible for community engagement, communications, government relations and social value strategy for the Americas. During that time, she also served as a member of the Owners’ Council of BHP’s Escondida mine, where she advised on a range of �� issues. She was also appointed as Vice President of the board of directors of Fundación Chile, a mixed board composed of Chilean government �� Entrenamiento Industrial y Minero (CEIM), an apprentice learning center to promote the skills needed in workforce for productivity impact in mining �� initiatives are focused on making impact in the region’s human and social capital and target minorities, the Indigenous communities and women in particular.

Ms. Recart also has experience in the public sector in Chile, where she served as Vice Minister of Finance between 2006 and 2010 under President �� led Chile into the OECD.

LUNDIN MINING BOARD AND BOARD COMMITTEES Board PUBLIC COMPANY BOARD MEMBERSHIP Aclara Resources Inc.(TSX) CAP S.A.(SSE) Independent��	Common Shares Owned�� Nil(4) Total Compensation for Fiscal 2022 N/A 2022 Voting Results N/A

==> picture [58 x 83] intentionally omitted <==

Natasha N.D. Vaz

��

Age: �� Director since: ��

Director since August 1, 2022. Ms. Vaz is currently Executive Vice President �� Mines Ltd., an international gold producer. Previously, she served as Chief �� and Vice President, Technical Services for Kirkland Lake Gold Ltd. Earlier in her career, she served in executive roles in technical services and projects for Tahoe Resources Inc. and Lake Shore Gold Corporation. Over her 10-year tenure with Lake Shore Gold she held a number of operational and technical services roles, including Director, Technical Services and Project Evaluation, and Vice President, Technical Services. Ms. Vaz is a Professional Engineer with over 20 years of operational and technical experience in the mining industry. She is the current chair of the Board of Directors of the Ontario Mining Association. Ms. Vaz holds a Bachelor of Applied Sciences, Mineral Engineering from the University of Toronto and an Executive MBA from the Kellogg-Schulich School of Management.

Independent[��]

LUNDIN MINING BOARD AND BOARD COMMITTEES

Board

Josemaría Board Advisory Committee Safety and Sustainability Committee

Common Shares Owned[��] Nil[(4)]

Total Compensation for Fiscal 2022

US$48,048

2022 Voting Results N/A

PUBLIC COMPANY BOARD MEMBERSHIP

N/A

��
�� of the Corporation, and accordingly, Mr. A. Lundin is a non-independent director. Please see the discussion under the heading “Independence” on ��
��
��
��
��
��
��
�� additional information.
��
��

Directors’ Attendance Record at Board and Board Committee Meetings

Below is the attendance record of each director for all Board and Board committee meetings held ��

Board	Audit	Human Resources/ Compensation Committee	Corporate Governance and Nominating Committee	Safety and Sustainability Committee
Director # of Meetings attended % of Meetings attended��	# of Meetings attended % of Meetings attended��	# of Meetings attended % of Meetings attended��	# of Meetings attended % of Meetings attended��	# of Meetings attended % of Meetings attended��
Lukas H. Lundin(2) 3 of 3 ��	– –	– –	– –	– –
Adam I. Lundin(3) �� ��	– –	– –	– –	– –
C. Ashley Heppenstall 8 of 8 ��	– –	�� ��	�� ��	– –
�� Charter�� 8 of 8 ��	3 of 3 ��	�� ��	– –	2 of 2 ��
Peter C. Jones(2) 3 of 3 ��	– –	3 of 3 ��	– –	2 of 2 ��
Juliana L. Lam(3) �� ��	2 of 2 ��	– –	– –	– –
�� �� 88	– –	– –	– –	�� ��
�� 8 of 8 ��	�� ��	2 of 2 ��	– –	– –
Karen P. Poniachik�� �� ��	– –	– –	3 of 3 ��	3 of 3 ��
Catherine J. G. Stefan(8) 8 of 8 ��	�� ��	– –	�� ��	– –
�� Vaz�� 2 of 3 ��	– –	– –	– –	– –

��
�� 2022 annual meeting.
��
��
��
��
�� prior to her passing.
(8) Ms. Stefan is not standing for re-election at the Meeting.

In September 2022, the Board held a two-day strategy session to review and discuss the ��

��

�� and each sitting director has attended all such meetings held while that individual was serving as a director.

Director Nominee Skills and Experience

�� members. This collective judgement guides the Corporation and is derived not only from the deep ��

�� directors are set forth below:

	Gender Independence	Gender Independence	Gender Independence	Gender Independence	Gender Independence				25%
	37.5%
					75%
	Men	Non-Independent
	Women 62.5%	Independent
	��	Heppenstall	Charter	Lam	Lundin��	Peniuk	Rockandel��	Recart	Vaz
	��	•	•	•	•	•	•	•	•
	��	•	•	•	•	•	•	•	•
	��	•	•	•	•	•	•	•	•
	Executive Leadership and Strategic Planning	•	•	•	•	•	•	•	•
	��	•	•	•	•	•	•	•	•
Experience and Expertise	�� Legal/Governance/Board – experience as board member of a major organization or a lawyer in private practice or �� Health, Safety, Environment �� International Business Experience and Global Partnerships	• • • • •	• • • • •	• • • • •	• • • • •	• • • • •	• • • • •	• • • • •	• • • • •
	Metallurgy				•		•		•
	��	•	•	•	•	•	•	•	•
	��	•	•	•	•	•	•	•	•
	��	•	•	•	•	•	•	•	•
	��
	publicly listed company or major organization	•	•	•	•	•	•	•	•

�� President of the Corporation, and accordingly Mr. A. Lundin is a non-independent director. See “About the Board – Independence” below for more detail.

Director Compensation

��

		Share-	Option-	Non-equity
	Fees	based	based	incentive plan	Pension	All other
	earned	awards	awards	compensation	value	compensation	Total
Name	��	��	��	��	��	��	��
Lukas H. Lundin(2)(3)	–	–	–	–	–	–	–
Adam I. Lundin(3) C. Ashley Heppenstall �� Charter�� Peter C. Jones�� Juliana L. Lam(3) ��	�� �� �� �� �� ��	– – – – – –	– – – – – –	– – – – – –	– – – – – –	– – �� �� – –	�� �� �� �� �� ��
��	��	–	–	–	–	��	��
Karen P.
Poniachik(3)	��	–	–	–	–	–	��
Catherine J. G.
Stefan �� Vaz(3)	�� ��	– –	– –	– –	– –	– –	�� ��

��
(2) Mr. L. Lundin did not stand for re-election in 2022 and voluntarily waived the receipt of fees for his service as director and Board Chair ��
(3) Mr. L. Lundin, Mr. Jones, Ms. Lam, Mr. A. Lundin, Mr. J. Lundin, Ms. Poniachik and Ms. Vaz did not serve for the full year. Their fees earned are pro-rated based on the part of the year in which they each served as a director.
�� Special Committee was disbanded following the completion of the Josemaría acquisition in April 2022.
��
��
��

��

�� year, except for the addition of new committees.

Board and committee		��
Board Chair		��
��		��
��		��
Committee	Chair	Members
Audit Committee	��	��
Corporate Governance and Nominating Committee	��	��
��	20,000	��
Safety and Sustainability Committee	��	��
Josemaría Special Committee	30,000	30,000
Josemaría Board Advisory Committee	��	��
��	N/A	N/A

��

The Corporation also reimburses directors for reasonable travel and out-of-pocket expenses relating to their duties as directors.

No director was compensated either directly or indirectly by the Corporation and its subsidiaries ��

Director Outstanding Share-Based Awards and Option-Based Awards

No share-based awards or option-based awards were outstanding for non-executive directors �� option-based awards to non-executive directors. In connection with the Josemaría acquisition in April 2022, Messrs. Heppenstall, A. Lundin, and J. Lundin received Lundin replacement options in exchange for their Josemaría stock options.

Director Share Ownership Requirements

�� of the Corporation, which required them to own, at a minimum, two times their annual retainer fee in common shares of the Corporation, based on the greater of cost and market value. The �� attain the new required level.

The following table outlines the aggregate value of the common shares held by each non-executive �� ownership requirement.

		Number and	Multiple of	Meets Current
		��	Director Share	Director Share
	Annual Retainer	of Common	Ownership	Ownership
Director	��	Shares Owned��	Requirement	Requirement
Adam I. Lundin(2)	��	��	��	Yes
		��
C. Ashley Heppenstall(2) �� Juliana L. Lam(2) ��(3) Catherine J. G. Stefan�� ��(2) ��(2)	�� �� �� �� �� �� ��	�� �� �� �� �� �� �� �� �� �� nil nil	�� �� �� �� �� n/a n/a	Yes Yes Yes Yes Yes Yes Yes

��
��
��

��

Corporate Cease Trade Orders or Bankruptcies

�� Corporation), that:

a. was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant company access to any exemption under securities legislation, that was in ��
b. was subject to an order that was issued after the proposed director ceased to be a director, ��

�� person was acting in that capacity, or within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

Individual Bankruptcies

�� become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Penalties or Sanctions

No proposed director of the Corporation has been subject to (a) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable security holder in deciding whether to vote for the proposed director.

Statement of Corporate Governance Practices

Introduction and Overview

This statement of corporate governance practices is made with reference to National Instrument �� Disclosure of Corporate Governance Practices �� Corporate Governance Guidelines (collectively, the “Governance Guidelines”).

The CGNC oversees our governance policies and practices with a view to ensuring that they are sound and support the Board in carrying out its duties.

WHAT WE DO

Independent Board

Six of our eight director nominees or ��

Lead Director

��

�� reviewed annually

Director Share Ownership

We require our directors to own a �� Corporation to align their interests with those of our shareholders

Regular In Camera Sessions

We hold in camera (independent directors only) discussions at each meeting of the Board and regular in camera discussions at Board committee meetings

Annual Board Evaluations

We undertake formal evaluations of the Board, its committees and of each �� contribution on an annual basis

Written Position Descriptions

We have written position descriptions for �� Board Committee

WHAT WE DO

Strong Ethical Culture

We help foster a robust ethical culture through our Code of Conduct, Ethical Values and Anti-Corruption Policy, which �� employees, consultants and contractors

No Equity Awards for Non-Executive Directors

We do not award any stock options or other forms of equity to non-executive directors

Independent Director Committees

The Audit Committee, the CGNC, �� comprised entirely of independent �� March 23, 2023

Board Diversity

The Board has a diverse mix of skills, �� nominees are elected, female directors �� nominees are elected, directors who are members of visible minorities will ��

Risk Oversight

The Board and committees oversee the �� risks. Board members meet periodically to review and discuss risk factors of �� management of them

Say-on-Pay

The Board has included a shareholder �� approach to executive compensation. �� “ For �� executive compensation

Environmental, Social and ��

The Safety and Sustainability Committee oversees risk management for environmental, social and sustainability, including climate change risks

Executive Share

��

We have guidelines for our executives to own shares in the Corporation to align their interests with those of our shareholders

WHAT WE DO

Recoupment Policy (clawback)

�� requires executives to return a portion of their incentive compensation in certain circumstances

Governance Principles

��

Ethical Business Conduct

The Board has adopted a formal written Code of Conduct, Ethical Values and AntiCorruption Policy (the “Code of Conduct”) �� consultants and contractors of Lundin Mining and its subsidiaries are expected to comply �� Corporation. The Board believes that the Code of Conduct helps to support our culture of ethical business conduct by promoting a culture of open communication, honesty and accountability, by providing guidance to help �� deal with ethical issues, and by specifying the potential disciplinary actions that may be taken for violations of the Code of Conduct, including the sanctions for any person retaliating against any person who makes a good faith report under the Code of Conduct.

The Corporation places a high priority on ensuring the health and safety of its employees, contractors and consultants in line with our corporate value of safety and works proactively to eliminate health risks and develop safe workplace environments. Employees, contractors and consultants are expected to continuously assess the risks and impacts of �� and damage to property and the environment.

No Hedging

The Corporation has a policy prohibiting executives, directors and employees from hedging personal holdings against a decrease in the price of our common shares

The Code of Conduct prohibits the provision of, �� any kind, directly or indirectly, to a government �� functions, or the acts or decisions of the public �� or to obtain any other business advantage. �� prohibited from accepting gratuities, favours or gifts of any sort having more than a nominal value from any person or organization that does, or is seeking to do, business with the Corporation.

The Board takes steps to ensure that directors, �� judgment in considering transactions and agreements in respect of which a director, �� a material interest, which include ensuring �� familiar with the Code of Conduct. Under �� employees are required to avoid all situations �� with their duties to the Corporation or with the economic interest of the Corporation. Individuals governed by the Code of Conduct who have executive, managerial or supervisory responsibilities are required to ensure that actions and decisions within his or her ��

��

Corporation. Where a director declares an interest in any material contract or transaction being considered at a meeting of directors, the director recuses themselves from the meeting during the consideration of the matter and does not vote on the matter.

In connection with the Josemaría transaction, which closed on April 28, 2022, Messrs. L. Lundin, J. Lundin and Heppenstall all declared a �� and recused themselves from all discussions and did not attend any meeting at which the Josemaría transaction was discussed or voted upon. Messrs. L. Lundin and J. Lundin served �� immediately prior to the consummation of the acquisition.

�� Corporation who are involved in the issuance �� responsibility to fairly present all information in a truthful, accurate and timely manner. The Corporation maintains all records in accordance with laws and regulations regarding the retention of business records. �� of information, including all non-public information that might be harmful to the Corporation or its partners or associates.

Individuals governed by the Code of Conduct are required to report violations or suspected violations of the Code of Conduct on a �� by raising such concern with their immediate supervisor or, if impractical to do so, with senior management of the Corporation, or �� independently hosted online and telephone reporting service, or directly to the Audit Committee Chair or the CGNC Chair, who ��

information only as required for the purposes of properly conducting an investigation. Any retaliation against an individual disclosing a violation in good faith is prohibited by the Code of Conduct.

In carrying out its mandate, the CGNC, among other things, reviews compliance with the Code of Conduct, and periodically reviews the policy, recommending such amendments to the Board as the CGNC may deem appropriate. The Audit Committee, in satisfying its mandate, among other things, also reviews compliance with the Code of Conduct as relates to the accounting, internal accounting control and �� annual basis, or otherwise upon request from the Board, the Chairs of the Audit Committee and CGNC also prepare a report to the Board summarizing all whistleblower reports received during the prior year, all outstanding unresolved reports, how such reports are being handled, the results of any investigations and any corrective actions implemented.

The foregoing is a summary of the Code of Conduct only. The Code of Conduct is available �� www.sedar.com.

Whistleblower Policy

The Board, through the Audit Committee and the CGNC, has also established a Whistleblower Policy to establish procedures for the receipt, retention and treatment by the Corporation and its subsidiaries of concerns reported by �� and contractors regarding known or suspected �� or other known or suspected violations of the �� governed by the Whistleblower Policy are required to report such improper conduct on �� basis which includes submitting a report via ��

and telephone reporting service, or by sending a letter to the applicable committee chair. The applicable committee chair is responsible for assessing and evaluating any such reports or letters and conducting investigations and may engage management and/or independent advisors to assist in investigations and recommend appropriate action provided that investigations implicating members of the Board or the senior leadership team shall be managed by the Board (excluding each director implicated in the report).

The foregoing is a summary of the Whistleblower Policy only. The Whistleblower Policy is available ��

About the Board

The Board is responsible for overseeing management and our strategy and business ��

The Board carries out its responsibilities directly and through its four standing committees and other ad hoc committees as considered necessary. The Board believes that this provides proper oversight and accountability �� and frees up the Board to focus more on our strategic priorities and broader oversight of enterprise risk and other matters.

Independence

The Board assesses the independence of each director on an annual basis as well as if any change of circumstance warrants revisiting prior determinations. The Board also assesses the independence of director nominees prior to nomination for election or appointment. In making an independence assessment the Board considers Canadian securities laws as well as other matters it considers relevant, including investor and proxy advisor voting guidelines. Under Canadian securities

laws, director independence is assessed against certain bright line tests as well as a broader assessment of any direct or indirect relationship that could, in the view of the Board, reasonably be expected to interfere �� respect of the Corporation. Investor and proxy advisor voting guidelines are broadly similar to the test in Canadian securities laws but, these guidelines do vary in some important respects and extend beyond the boundaries of what is required by Canadian securities laws.

The Corporation currently has seven �� independent director due to his position �� is a non-independent director due to his brother, J. Lundin, serving as President of the Corporation. If all director nominees are elected at the Meeting, the Board will be �� and two non-independent directors (Messrs. ��

Lead Director and In Camera Meetings

Annually, and for a renewable one-year term, the Board appoints an independent Lead �� an independent director, among other things, presides at meetings of the Board and of the �� not available, works to ensure that the Board is alert to its obligations and responsibilities and that it fully discharges its duties, communicates with the Board to keep the Board up to date on all major developments, and acts as a liaison between the Board and management of the Corporation. Mr. Heppenstall was originally ��

The Board sets aside a portion of each Board meeting to meet in camera without management and non-independent directors

��

�� of independent directors were held. The Board committees also regularly hold in camera sessions at their meetings. In addition, the mandates of the Board and the CGNC require that procedures be implemented at such times as are desirable or necessary to enable the Board to function independently of management and to facilitate open and candid discussion among its independent directors.

Our Expectations for Directors

We expect each member of the Board to act honestly and in good faith, and to exercise �� interest. We expect our directors to bring their skills, experience and functional expertise to the Board. They are expected to draw on a variety of resources to support their decision making, including materials prepared by management, their own research and business experience, independently prepared media reports on the Corporation and the industry and knowledge gained from serving on other boards. We also expect each director to:

Comply with our Code of Conduct
Promptly report on any perceived, potential ��
�� and markets in which we operate
�� committee meeting
Attend all Board meetings, their committee meetings and the annual meeting of shareholders
Actively participate in each meeting and seek �� advisors to fully understand the issues
Participate in the annual Board, committee and director assessment process

Majority Voting Policy

�� �� (the “CBCA”) and the �� Regulations, 2001 came into force which impact how directors of CBCA corporations with publicly traded securities are elected. As a result of these amendments, directors are not considered elected unless they receive more votes for their election than against at an uncontested meeting. Previously, the TSX indicated that it believes that these �� majority voting for the election of directors. �� repealed its majority voting policy since it is no longer necessary in light of the CBCA �� regard. As a result, at the Meeting, a director will only be elected if the number of votes cast in their favour represents a majority of the total votes cast with respect to their election by the shareholders who are present in person or represented by proxy, assuming that the director elections are uncontested.

Internal Controls

The Board and Board committees are responsible for overseeing the monitoring of the integrity of our internal controls and management information systems.

The Audit Committee is responsible for �� reporting systems.

Board Succession Planning

The CGNC, which is composed entirely of independent directors, is responsible for identifying and recruiting new candidates for nomination to the Board. Among the duties under its mandate, the CGNC: reviews the composition of the Board to ensure it has an ��

ensures that an appropriate selection process �� recommendations to the Board for the election �� engages in succession planning for the Board, by performing at least annually, through the annual Board assessment processes and �� needs of the Board.

In assessing the composition of the Board, the CGNC takes into account a range of considerations, including: the independence of each director, diversity of the Board, including gender representation, the competencies and skills that the Board, as a whole, should possess, and the current strengths, skills and experience represented by each director and other matters. Nominees to the Board proposed for election at the Meeting are elected by individual voting on each nominee to the Board.

�� been implementing a deliberate process of progressive Board renewal designed to help ensure stability and continuity in the ��

�� following the Meeting, the Board faced two unplanned departures during 2022 as a result �� resignation concurrent with his appointment as President of the Corporation. The Board determined to create a dedicated ad hoc committee given the compressed timetable to identify and evaluate potential new nominees for election to the Board prior to the Meeting which resulted in the appointment of �� Mr. Charter, Mr. Heppenstall and Mr. Peniuk.

�� additional compensation for serving on the ��

�� The CGNC continues to consider additional candidates as part of its organized succession planning, having regard to a range of factors.

�� recommendation, the Board has determined it will retain Mr. Jones as a special technical advisor, a former director.

Term and Age Limits

The Board believes there is value to having continuity of directors who have experience with the Corporation, possess the skills and �� discussions and who continue to perform at an elevated level, including based on the �� Board has adopted an age limit policy pursuant to which directors will not be appointed or nominated for (re)election in the calendar �� years of age, unless otherwise determined by the Board. To allow for appropriate planning �� that there will be regular and ongoing Board renewal in the coming years and for the other reasons set out above, the Board has �� directors. We do, however, review the average tenure of the Board when assessing renewal.

The Board has been active in promoting renewal as part of its succession-planning to help ensure new perspectives are brought �� long-standing directors have retired or are �� of years of service on the Board. Since 2020, ��

��

�� are elected, following the Meeting, the average �� eight years in 2020.

Annual Assessments of the Board

�� Board, through the CGNC, undertakes formal Board evaluations of itself, its committees and �� contribution on an annual basis. The directors also complete an annual skills self-assessment.

The CGNC prepares and delivers an annual �� to each member of the Board. The questionnaire is divided into six parts dealing �� (vi) individual assessments (including a selfassessment and a peer review). Each director must complete the entire questionnaire including the rating of each director and a self-assessment. The CGNC also prepares and delivers an annual Board skills self-assessment form to each member of the Board. The Chair of the CGNC also conducts one-on-one interviews with each of the directors upon receipt of the completed questionnaire and skills self-assessment. The CGNC reviews and considers the responses received and makes �� to the Board. This process occurs prior to the consideration by the CGNC of nominations for �� meeting of shareholders each year.

Orientation and Education

The Corporation provides new directors with an electronic orientation package upon �� and technical information relevant to the �� on-one discussion opportunities to address �� ongoing basis, the Board believes that it is important for its members to keep themselves current with trends and developments �� its operations, including with respect to corporate governance, human resources talent development, and developments in the broader mining industry. To facilitate this, Board members have full access to the �� report from management discussing the operations, health and safety matters, sales of �� summary, exploration, human resources, and new business and corporate development. The Board and committees receive regular presentations from senior management updating directors about market and industry conditions and trends that may impact the �� strategy. The Board is also provided with opportunities to visit at least one operation annually, to familiarize members of the Board �� leadership and to ensure that their knowledge �� the Board receives specialized presentations �� Corporation and Board members are also encouraged to attend relevant seminars, conferences and similar events.

The following table summarizes some of the education sessions provided to our directors in 2022:

Topic/Event Date	Presenters Participants
Governance and Regulatory Updates (ESG Oversight and Disclosure) ��	Legal and Corporate Secretary Team Corporate Governance and Nominating Committee
Capital Markets and Metals Update ��	Management Board
Capital Markets and Metals Update ��	Management Board
Operational Technology – LMC Automation ��	�� Team Board
Chilean Tax Reform ��	�� Audit Committee
Capital Markets and Metals Update ��	Management Board
2022 Proxy Voting Guidelines and Analysis ��	Carson Proxy Advisory Services Corporate Governance and Nominating Committee
Governance and Regulatory Updates (CBCA Amendments, Modern Slavery Bill S-211) ��	Legal and Corporate Secretary Team Corporate Governance and Nominating Committee
Capital Markets and Metals Update ��	Management Board

Diversity and Inclusion

The Corporation is an international company �� the diversity of the countries and communities in which it operates. The Corporation believes that diversity promotes the inclusion of �� independent thinking and ensures that the �� to the Board, members of senior management and employees of the Corporation and its subsidiaries.

In furtherance of those beliefs, the Corporation �� promoting diversity at the highest levels of the Corporation in order to set the “tone at

�� commitment to diversity at all levels within the organization, and its commitment to fostering an inclusive culture based on merit and free of conscious or unconscious bias. �� of personal characteristics, including gender and members of the other “designated groups” prescribed under the CBCA diversity disclosure requirements (Aboriginal peoples, persons with disabilities and members of visible minorities, �� Employment Equity Act (Canada)).

�� that the Corporation seeks to have directors �� of talented and dedicated individuals with a diverse mix of experience, skills, knowledge, education, personal qualities and backgrounds �� business and the nature of the environment in which the Corporation operates.

When assessing Board and committee

composition or identifying suitable individuals for appointment or re-election to the Board or �� or the Corporation (as applicable) will consider candidates using objective criteria and on their merit, having due regard to the needs of the Board or the Corporation (as applicable) and to diversity, including the current level of representation of women and each of the other designated groups on the Board or among the ��

The Corporation has chosen to focus on the level of representation of women on the Board at this time, as women represent approximately half the population in each of the jurisdictions in which the Corporation operates. The Board �� nominees proposed for election at the Meeting are elected, there will be three women on the �� marking the third year in a row in which the Corporation has achieved this level of female representation on the Board. Amongst the ��

�� on gender, the Corporation actively considers the extent to which members of the Board and �� includes members of each of the designated groups). In particular, in order to increase the representation of individuals who are members of other designated groups on the Board and �� when recruiting new candidates for director �� external consultants engaged to help identify ��

of a reasonable proportion of candidates

who are members of the designated groups (women, Aboriginal peoples, members of visible minorities and persons with disabilities) for consideration by the CGNC, the Board and/or the Corporation (as applicable). Currently, the Board is composed of three members of visible �� No directors identify as an Aboriginal person or a person with a disability. If all director nominees are elected at the Meeting, the Board will be composed of three directors who identify as a member of a visible minority, �� Board. No director nominees identify as an Aboriginal person or a person with a disability. �� person with a disability. The Corporation has based all information provided in respect of the representation of each designated group �� have been requested, but are not required, to identify whether they are a member of a designated group.

Targets

�� target providing that the Board and executive �� for election at the Meeting are elected, the Board will have exceeded this target for a third year in a row. The Corporation has �� Corporation believes that the number of women on the Board and the number of women and members of other designated �� in promoting diversity. As noted above, two

members of a designated group (other than

�� nominees are elected at the Meeting, there will be three members of a designated group (other than women, being members of visible �� the Board annually revisits its determination regarding whether a target for members of the other designated groups is required and bases that determination on the actual representation and directional movement in key roles within the Corporation both at the ��

Other Corporation and �� Inclusion Initiatives

Separate and distinct from its diversity initiatives with respect to Board and senior leadership representation, the Corporation has implemented and is continuing a number of diversity and inclusion initiatives within its workforce. These include hiring and training �� women into our site-based workforces, sexual harassment awareness training and reporting, cultural integration activities for expatriates and employee education sessions on race and gender identity issues. In 2022, the Corporation continued the activities of �� diversity and inclusion agenda, which aims to �� contributes to the diverse, global communities in which we do business, and provide recommendations to address institutional and systemic inequalities and biases that may exist. ��

Reporting

As part of its consideration of Board and senior management succession and in furtherance �� the CGNC: (i) monitors the proportion of the �� and other members of senior management that are members of each of the designated �� determination regarding the adoption of �� annual and cumulative progress made by the Corporation in achieving the objectives of that policy. The CGNC provides reports to the Board on these matters on a periodic basis. It will also review and, if necessary, recommend �� Policy on an annual basis.

CEO Succession Planning and Leadership Development

The Board oversees succession planning to help ensure we have a pool of strong, diverse candidates for senior management positions, and that we nurture talent and attract and retain key people for our long-term success. �� development focuses on building competencies throughout the organization, identifying highpotential employees and preparing those �� senior management positions in the future. The purpose of this approach is to ensure the �� objectives and to ensure a depth of talent that serve in critical organization roles over time. The Board also has the responsibility for approving ��

The primary vehicle through which the Board �� monitors progress in succession for executive

�� to be strongly managed in the future. The �� positions throughout the Corporation. This broader succession planning process includes �� roles on a “ready-now” and longer-term �� a temporary or emergency basis in the event of an unexpected vacancy. Both of these planning processes ensure that any business impacts are minimized and operational continuity and stability is maintained when transitions occur.

�� planning processes include succession planning �� These discussions include an assessment �� improvement or development and the steps the �� internal talent is available to the Corporation.

�� strong mining operational experience amongst its senior management, with a focus on health and safety. To that end, in 2022, the Board appointed Mr. J. Lundin as President and Mr. Juan Andres Morel as Senior Vice President �� Mr. J. Lundin previously served for three years as �� Prior to his role with Bluestone, he was involved �� Norte Gold Mine in southern Ecuador where he served as the Project Superintendent for Lundin Gold. Mr. Morel is a mining executive with an exceptional track record with over 30 years in the industry. He has held senior positions in operations and project development before moving into executive roles. More recently, ��

�� progressively senior roles with Antofagasta �� El Tesoro operation, and Chief of Technical Services. The Board believes that both Mr. J. Lundin and Mr. Morel will continue to �� to mining operations.

The leadership development activities of the Corporation extend beyond the leadership level and the Corporation is committed to developing careers and future leaders at all levels. The Corporation applies a competency model to identify core and complementary leadership qualities required of its top leadership. This competency model cascades down through other levels of the organization and will allow �� the key roles in the organization. The use of this competency model was further enhanced in 2022 with the launch of a company-wide talent management system that will allow for structured goal setting, individual development plans, regular review and follow-up on progress against those plans. The Corporation also regularly conducts talent management review sessions in conjunction with performance �� organization. This is periodically supplemented with challenging work assignments, secondments to subsidiaries and individualized development and awareness building tools, such as career coaching, mentorship, specialized ��

Role of the Board

Board Mandate

The Board has adopted a mandate which acknowledges its responsibility for the overall stewardship of the conduct of the business of the Corporation and the activities of

management. Management is responsible

for the day-to-day conduct of the business �� objectives are to enhance and preserve long-term shareholder value, to ensure the Corporation meets its obligations on an ongoing basis and to ensure that the Corporation operates in a reliable and safe manner. In performing its functions, the Board considers the legitimate interests that its other stakeholders, such as employees (including consultants and contractors), suppliers, customers, and communities, may have in the Corporation. In overseeing the conduct of the �� standard of conduct for the Corporation.

�� operational risks, including, but not limited to risks relating to external stakeholder relations, regulatory environment, acquisitions/ business arrangements, commodity price �� safety and environmental risks, mining and processing, risks to infrastructure, including cyber technology and physical assets. Board members meet periodically to review and discuss risk factors of the Corporation and the ��

The Board operates by delegating certain of its authorities to management and by reserving certain powers to itself. The Board retains the responsibility for managing its own �� to the Board and constituting committees of the Board. Subject to the Articles and ByLaws of the Corporation and the CBCA, the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

Under its mandate, the Board is required to �� policy. The Board has put structures in �� between the Corporation, its shareholders

and other members of the public. The

�� policies and procedures that are in place to �� Corporation with its shareholders and with �� shareholders to communicate with senior management and the Board. The Board also monitors the policies and procedures that are in place to ensure a strong, cohesive, sustained and positive image of the Corporation with shareholders, governments and the public �� brought to the attention of management or the Board. Shareholders are informed of corporate developments by the issuance of timely press releases which are concurrently posted to the �� www.sedar.com.

�� as Appendix A.

Position Descriptions

The Board has adopted a written position �� the Chair of each standing Board Committee, �� website at www.lundinmining.com.

Chair of the Board

The Chair of the Board is Mr. Adam Lundin. The Board has established a standalone, written position description for the Chair of the Board. The Chair is responsible for the management, �� the Board, and for providing leadership to the Board for all aspects of its work. The Chair acts �� and management of the Corporation and, in �� relationships.

Lead Director

�� Board has established a standalone, written �� of the Board. The primary role of the Lead �� among other things, presides at meetings �� shareholders when the Chair is not available and works to ensure that the Board is alert to its obligations and responsibilities and that it fully discharges its duties, communicates with the Board to keep the Board up to date on all major developments, and also acts as a liaison between the Board and management of the Corporation.

��

The Chair of the Audit Committee is Mr. Peniuk. The Board has established a written position description for the Chair of the Audit Committee, who is responsible for, among other things, acting as liaison between the Audit Committee, the Board and management, chairing all meetings of the Audit Committee, ensuring that meetings of the Audit Committee are held as required, coordinating the attendance �� meetings of the Audit Committee, and reporting regularly to the Board on all matters within the authority of the Audit Committee and in particular, the recommendations of the Audit �� risk management.

Chair of the Corporate Governance and Nominating Committee

The Chair of the CGNC is Ms. Stefan. The Board has established a written position description for the Chair of the CGNC, who is responsible for, among other things, acting as liaison between the CGNC and the Board, chairing all meetings of the CGNC, proposing nominees for the Board and each committee of the Board, ensuring that the meetings of the CGNC are held as required, monitoring the preparation

of the statement of corporate governance to be provided to the shareholders of the Corporation each year, and reporting regularly to the Board on matters within the authority of the CGNC.

Chair of the Safety and ��

The Chair of the Safety and Sustainability Committee (“SSC”) is Mr. Charter. The Board has established a written position description for the Chair of the SSC, who is responsible for, among other things, acting as liaison between the SSC, the Board and management, chairing all meetings of the SSC, ensuring that the meetings of the SSC are held as required, and reporting regularly to the Board on matters within the authority of the SSC.

Chair of the Human Resources/ Compensation Committee

�� Mr. Charter. The Board has established a written position description for the Chair of �� overseeing succession planning and the processes whereby annual salary, bonus, equity �� reviewed and assessed following discussion with and considering the recommendations �� compensation and reporting regularly to the Board on matters within the authority of ��

��

�� The Board has established a written position �� for, among other things, the day-to-day �� for assisting the Chair of the Board, the

��

committees to develop agendas for the Board and Board committee meetings to enable these entities to carry out their responsibilities, reporting to the Board in an accurate, timely and clear manner on all aspects of the business that are relevant so that the directors may carry out their responsibilities, making recommendations to the Board on those matters on which the Board is required to �� of the Corporation, ensuring the integrity �� and management information systems and risk management systems, the promoting of ethical conduct within the Corporation and its subsidiaries, recruiting of senior management as may be directed by the Board, senior management development and succession, acting as the principal interface between the Board and senior management, promoting a safe work environment that is conducive to attracting, retaining and motivating a diverse group of high-quality employees, promoting continuous improvement in the timeliness, quality, value and results of the work of the employees of the Corporation, and speaking on behalf of the Corporation in its communications to its shareholders, government and the public.

President

�� appointed as President of the Corporation. Mr. J. Lundin has extensive experience in the natural resource industry gained through exposure as a worker, executive and/or director of various Lundin Group companies and, as a member of the Lundin family, brings an “owner” perspective and mentality to the executive team. Mr. J. Lundin holds a Bachelor of Science degree in Business Administration from Chapman University and a Master of

��

Engineering from the University of Arizona.

�� The role was created in order to allow for the centralization in a single executive responsibility and accountability for driving the execution �� objectives. In 2023, Mr. J. Lundin has been tasked with: (i) overseeing the advancement �� aspects of the Josemaría project to position the Corporation for a possible construction �� organizational model to allow for a “strategic �� (iii) actively engaging with the investment �� determine to be necessary.

Board Committees

To assist the Board with its responsibilities, the Board has established four standing committees: the Audit Committee, the CGNC, �� a written mandate and reviews its mandate annually. The Board also established two ad �� Search Committee and the Josemaría Board �� Committee was disbanded on March 23, 2023 �� the Board. The Josemaría Special Committee �� completion of the acquisition of Josemaría ��

Audit Committee

The Audit Committee comprises three directors. The current members of the Audit Committee are Mr. Peniuk (Chair), Ms. Lam and Ms. Stefan, all of whom are independent ��

Ms. Stefan and Ms. Lam, also members of the Audit Committee, are similarly considered �� their professional experience and education.

�� ensure that management has designed and �� statements of the Corporation and to review �� and statutory requirements as they relate to �� disclosure of material risks and facts. The Audit Committee assists the Board in the discharge of its responsibilities in this regard. Its other duties and responsibilities include: (i) making recommendations to the Board regarding �� that management has designed, implemented �� approving the fee, scope and timing of the audit and other related services rendered by the external auditors and reviewing any unresolved issues between management and the external �� quarterly statement of earnings and regulatory �� Corporation, including those relating to risk �� Conduct, Ethical Values and Anti-Corruption �� (viii) establishing procedures for the receipt, retention and treatment of reports received by the Corporation regarding accounting, internal accounting controls or auditing matters and �� employees of concerns regarding questionable ��

�� as material commodity, currency or interest �� SSC (in respect of relevant risks) and reviewing �� the steps taken to monitor and control such �� initiatives and trends.

The Board appoints the members of the Audit Committee for the ensuing year at its organizational meeting held in conjunction with each annual meeting of the shareholders of the Corporation. The Board may at any time remove or replace any member of the Audit �� Audit Committee.

The Audit Committee meets a minimum of four times a year. The Audit Committee has �� Corporation and to such information respecting the Corporation and may engage independent counsel and advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

Additional information relating to the Audit Committee, including a copy of the Audit �� at www.sedar.com�� website at www.lundinmining.com in the section titled “About Us – Governance – Audit Committee”.

Corporate Governance and Nominating Committee

The CGNC comprises three directors, all of whom are independent within the meaning of the Governance Guidelines. The current members of the CGNC are Ms. Catherine Stefan (Chair), Mr. Heppenstall and Mr. Peniuk.

The principal purpose of the CGNC is to provide a focus on corporate governance that �� and to oversee on behalf of the Board �� and responsibilities of the CGNC include: (i) the development and monitoring of the �� governance issues and, subject to approval by the Board, implementation and administration of a system of corporate governance which �� of nominees to the Board for election as directors of the Corporation at the annual �� system of corporate governance and the operation of its system of governance �� and Whistleblower Policy in respect of concerns reported regarding known or suspected violations of the Code of Conduct other than those matters under the power of the Audit �� annually to the Board the relationship of each director to the Corporation as to whether such director is an independent director or �� Board or any of the committees of the Board of any corporate governance issues which the CGNC determines ought to be considered by �� the event of a vacancy on the Board or any Committee, whether to recommend to the ��

The Board appoints the members of the CGNC for the ensuing year at its organizational meeting held in conjunction with each

annual meeting of the shareholders of the Corporation. The Board may at any time remove or replace any member of the CGNC ��

The CGNC meets regularly each year on such dates and at such locations as the Chair of the CGNC determines. The CGNC has access to �� and to such information respecting the Corporation and may engage independent counsel and advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

Human Resources/ Compensation Committee

�� whom are independent within the meaning of the Governance Guidelines. The current �� Mr. Heppenstall and Mr. Peniuk.

�� implement and oversee human resources and compensation policies approved by the Board �� include overseeing succession planning and recommending to the Board the annual salary, �� resources and compensation policies and guidelines, ensuring management compensation is competitive to enable the Corporation to continue to attract individuals of the highest caliber, and recommending the adequacy and form of director compensation to the Board.

The Board appoints the members of the �� meeting held in conjunction with each annual meeting of the shareholders of the Corporation. The Board may at any time remove or replace ��

�� dates and at such locations as the Chair of the �� to such information respecting the Corporation and may engage independent counsel or advisors at the expense of the Corporation, all as it considers to be necessary or advisable to perform its duties and responsibilities.

Safety and Sustainability Committee The Safety and Sustainability Committee (the “SSC”) comprises three directors. The current members of the SSC are Mr. Charter (Chair), Mr. A. Lundin and Ms. Vaz.

The principal purpose of the SSC is to assist �� compliance with applicable legal and regulatory requirements associated with health, safety, environmental, community, sustainability and climate change-related matters, safety and sustainability-related risks, performance in relation to safety and sustainability matters, the performance and leadership of safety and sustainability-related functions in the Corporation, and external reporting in relation to safety and sustainability matters.

The Board appoints the members of the SSC for the ensuing year at its organizational meeting held in conjunction with each annual meeting of the shareholders of the Corporation. The Board may at any time remove or replace any member of the SSC and �� a minimum of four times a year. The SSC has �� Corporation and to such information respecting the Corporation and may engage independent counsel and advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

Director Search Committee

�� (deceased) and Mr. J. Lundin (concurrent with his appointment as President of the Corporation) from the Board late in 2022, the

Board established an ad hoc committee to assist the Board in actively searching for up �� The Board determined to create a dedicated ad hoc committee given the compressed timetable to identify and evaluate potential new nominees for election to the Board prior �� (Chair), Mr. Heppenstall and Mr. Peniuk. The ��

�� overseeing and directing the process for the �� for nomination to the Board for election at the Meeting (or appointment prior to the Meeting). �� and had regard to the director recruitment provisions in the CGNC mandate and acted in �� criteria and, on their merit, having due regard to the needs of the Board and to diversity, including the current level of representation �� under the CBCA and discussed in more detail �� on the Board.

�� employees of the Corporation and to such information respecting the Corporation and could engage independent counsel and advisors at the expense of the Corporation, all as it considered to be necessary or advisable in order to perform its duties and responsibilities.

�� was disbanded on March 23, 2023 following ��

Josemaría Board Advisory Committee

The Corporation acquired the Josemaría project in 2022. This project is a large-scale copper-gold-silver project located in the San Juan Province of Argentina that is wholly owned �� subsidiary. In light of that acquisition, the Board determined to establish the Josemaría Board Advisory Committee (the “JBAC”). The Board established an advisory committee to advise the Board given the expansion in the �� the Board from having directors with technical and operational insights providing targeted advice with respect to this important project. The JBAC comprises three directors. The current members of the JBAC are Mr. Charter (Chair), Mr. Peniuk and Ms. Vaz. Mr. Peter �� technical advisor, also advises the JBAC.

The principal purpose of the JBAC is to assist �� function, by advising the Board in connection with the monitoring and oversight of the Josemaría project. The JBAC assists the Board in monitoring and reviewing any matters of �� reserves, project development, exploration, technical risk, and other activities in respect �� construction and development of the Josemaría project and budgets associated with these activities.

The Board appoints members of the JBAC from time to time. The JBAC meets on such dates and at such locations as the Chair of the JBAC determines. It is currently expected that the JBAC will meet at least quarterly, and more �� and employees of the Corporation and to such information respecting the Corporation and may engage independent counsel and advisors at the expense of the Corporation, all as it considers to be necessary or advisable in order to perform its duties and responsibilities.

Although there is no written position description for the Chair of the JBAC, the responsibilities of the Chair are substantially �� committees.

Risk Management and Oversight

The Board believes that an enterprise-wide approach to risk management allows the Corporation to successfully assess and mitigate risks. The Board therefore requires management to maintain a framework that �� risk in a manner that creates the greatest �� and mitigating risk into key decision-making �� and provides for periodic risk reporting and assurance to the executive team and relevant committees of the Board.

In this respect, the Corporation has established �� Mining Management System standard. These �� approach and processes for risk governance, �� responsible mining. The approach and related processes consider a broad spectrum of stakeholders and potential internal and external risk exposures and is also used to identify and leverage potential up-side risk related opportunities. Quarterly risk reviews are conducted by functional risk owners, site-based risk champions, and by senior leaders at the enterprise, functional, and site levels. Based on these reviews, a quarterly corporate risk report and listing of material enterprise risks is prepared under the guidance of the Senior Vice President and General Counsel for review by �� of members of the senior leadership team. A formal quarterly risk report is prepared on ��

the SSC and Audit Committee with follow-on reporting and discussion with the Board.

The Board and its Committees are responsible �� and for knowing and understanding the details of the principal risks of the business. As part of its oversight responsibility, the Board is tasked with ensuring that the Corporation maintains a proper balance between risks incurred and potential return to shareholders, for assuring that risk management programs �� control frameworks and insurance and �� policies and standards for monitoring and managing risks. A detailed enterprise risk ��

Sustainability Governance at Lundin Mining

�� reconstituted the Health, Safety, Environment and Community (HSEC) Committee as the Safety and Sustainability Committee (SSC) with three standing members who meet quarterly, at a minimum. The SSC assists the Board in its oversight of health, safety, environment, social and sustainability matters including risk and tailings management, performance, leadership and reporting including climate change and tailings management at Lundin Mining.

Managing Climate Change Risks and Decarbonization Efforts

The Corporation recognizes the need for �� related responsibilities and risks, especially considering the locations in which the Corporation operates and the energy-intensive nature of the extractive industry sector. The �� climate change risks and opportunities is coupled with its important role in sustainably

providing raw materials to support the global transition to a low-carbon future.

Climate change physical and transitional risks are managed under the risk management �� annually on climate-related disclosures such as governance, strategy, risk management ��

At the Board level, the SSC meets quarterly and �� policies, programs, and performance relating to sustainability matters, including the environment and climate change. Both SSC and Audit Committee, and thereafter the full Board, �� public disclosure relating to climate change risks and initiatives.

In 2022, the Corporation announced an interim decarbonization target to reduce its absolute �� The target is not static and will be updated as �� GHG emissions reduction opportunities.

This section contains forward-looking information. For additional information, please see “Cautionary Statement on Forward-Looking Information” below.

Cybersecurity Risk Management

�� technology systems and associated cybersecurity program are designed and developed by management and overseen by the Audit Committee and the Board. External service providers are retained for ongoing technology systems management, maintenance and cybersecurity support (including

continuous system monitoring and managed endpoint security). In addition, the Corporation undergoes regular data penetration testing and vulnerability assessment, to assess its data security and information technology infrastructure. These information security assurance and audit activities are performed �� the technology systems and cybersecurity program and controls the Corporation has implemented. The Corporation has a multilayered, defense-in-depth approach to technology systems and cybersecurity, with intentional redundancies to increase protection of valuable data and information. The �� and information technology infrastructure is managed in accordance with applicable security frameworks and industry best practices. The Corporation has established an enterprise cybersecurity awareness training program �� throughout the organization. In addition, most �� externally facilitated cybersecurity education sessions with respect to the material and evolving issues in cybersecurity and data �� and performance in this respect.

The Corporation also actively seeks to mitigate information systems and cybersecurity risks by identifying, reviewing and developing risk mitigation and response strategies. In addition to having an incident response partner on retainer to act in the event of a cybersecurity incident occurring within the organization, the Corporation has developed a formal cybersecurity incident response plan as well as a business continuity plan and a disaster �� operations. The Corporation periodically reviews the operational status of the �� and cybersecurity with management, the

Audit Committee (which is comprised entirely of independent directors) and the Board. �� shared with the Board and fully integrated �� roadmap to deploy process improvements and governance at all operations, aligned with best practices and global frameworks, to enhance �� protect its operational technology networks.

The Board and the Audit Committee receive regular updates from management regarding relevant cybersecurity developments. Additionally, as part of our director education program, directors are encouraged to attend external sessions regarding cybersecurity. �� Mr. Peniuk attended external sessions related to cybersecurity. The Audit Committee members also attended various network sessions hosted by various public accounting �� additional information regarding our director �� Education”.

�� Party Transactions

In the case of any transaction or agreement �� Corporation has a material interest, including agreements or transactions with other resource companies of which such director �� his or her interest. Where applicable, they are also generally required to exclude themselves from any deliberations or votes relating to �� employees are required to avoid situations in

�� Corporation or with the economic interest of the Corporation.

The Board takes steps to help ensure that �� independent judgment in considering transactions and agreements in respect of �� Corporation has a material interest, which �� Code of Conduct. Under the Code of Conduct, �� to avoid all situations in which their personal �� Corporation or with the economic interest of the Corporation. Individuals governed by the Code of Conduct who have executive, managerial or supervisory responsibilities are required to ensure that actions and decisions within their jurisdiction are free from �� respect to the Corporation. Where a director declares an interest in any material contract or transaction being considered at a meeting of directors, the director recuses themselves from the meeting during the consideration of the matter and does not vote on the matter.

�� questionnaires that include disclosure regarding any related party transactions �� responses are forwarded to the Board for consideration.

�� Board will assess the proposed related party transaction and/or situation involving a �� that is required under applicable corporate or securities laws to be dealt with by a subset of the Board or a special committee consisting solely of independent directors or where the Board otherwise determines that the formation of such a committee is necessary or advisable, the relevant arrangements are made. In such �� themselves and will abstain from voting on any �� entitled to engage in substantive discussion, receive transaction evaluation materials and vote on such matters.

Message from the Human Resources/ Compensation Committee

��

�� pleased to share with you our report on executive compensation. What follows under �� is a detailed review of the compensation policies and procedures which are followed and applied in determining the annual salaries, cash incentive and equity incentive awards for our executives. In addition, there is also the mandated disclosure of compensation in the format required by the applicable regulatory rules and regulations. To assist shareholders in understanding this disclosure, the following is a �� the detailed information in the Compensation �� our basic approach and philosophy in mind.

Performance Based

In a commodity business such as ours we believe that shareholders and other stakeholders are best served when executives manage the business throughout the entire commodity business cycle.

�� has a direct link to long-term performance while being fair to all stakeholders. Most of the compensation for the executive group is “at risk” incentive awards. The incentive program, as discussed below, is comprised of an annual cash incentive plan and an equity incentive plan that are both tied to long-term performance measures, as described below. Both cash and �� based and therefore “at risk”. No one is guaranteed either cash or equity incentive awards. The result is that consistent long-term corporate and individual performance provides the highest incentive awards and value over time.

Another fundamental premise is that our programs, while being directly connected to performance, must also be straight forward and easy to understand and not be applied as rigid formulas. These are guidelines and, ultimately, they are applied with Board discretion where appropriate to ensure fair outcomes. External, unexpected or unforeseen events and transactions are recognized through the exercise of discretion to ensure a fair outcome to all stakeholders where warranted. The �� that we can respond to changes in the market and the business and avoid results that are unfair to the various stakeholders.

To date, we believe the result has shown a strong relationship of executive “at risk” compensation to long-term corporate and executive performance.

With respect to senior executives, in addition �� to the executive team in 2022 with the most �� a new SVP Technical Services, a new SVP Josemaría Project and a new SVP Sustainability, Health and Safety. This has necessitated factoring in to the 2022 incentive awards the arrangements made to new executives upon joining the Corporation and in some cases pro-rating the cash incentive awards. With respect to the 2022 equity incentive awards, the focus was very much on incentivizing future performance and ensuring the retention of key executives for the long-term success of the Corporation, so the size of the equity incentive awards was not directly correlated to the date an executive joined or their 2022 award target.

Cash Incentive

The cash bonus incentives are based on achieving annual goals which have been consistently determined to best ensure longterm value creation. The level of achievement is tracked over time to ensure that the goals continue to be relevant and appropriate.

The cash incentive, while based on an annual �� shareholder value component due to the longterm planning necessity of the annual budget. It is important to understand the annual budget process discussed below, to appreciate the connection of the annual cash incentive awards to long-term shareholder value creation.

The cash incentive compensation for 2022 was based on four basic measures:

�� and project execution (commodity price ��
Health and safety of our people, sustainability and community involvement.
Execution against long-term strategy.
�� performance indicators (“KPIs”).

It is important to remember that the results �� price which is why only one part of corporate performance is current share price return and �� work may take more than one year to be ��

The Corporation sets an annual budget which is �� looking forecast and in conjunction with the full “life of mine” plans. The nature of mining operations requires a long-term outlook to determine the optimum mine designs and

operation based upon a long-term commodity price view. This determines not only Mineral �� conversion and exploration) given the nature of the resource extraction business and the ongoing need to replenish mined Mineral �� for the year, is prepared with a long-term outlook to create and sustain shareholder value. This prevents putting operations at risk from short-term thinking and short-term commodity price swings. As a result, the annual targets, which are established as benchmarks for management at both the corporate and individual level, are tied to a long-term outlook �� creation. We believe that the targets which are set for the Corporation require management to “outperform” while operating responsibly. This is an important part of our risk management.

Performance Equity Incentive

Performance equity incentive awards connect to long-term performance in several ways both before and post grant. The amount of equity awarded each year is based on long-term �� vesting of the performance equity is over a �� of the award, vesting is tied directly to �� year period. The result is that both the amount �� term performance factors over the duration of ongoing commodity cycles.

The amount of performance equity awarded under the plan for 2022 was based on:

�� the performance against other metrics such �� copper price are reviewed.

Three-year historical performance against the cash incentive measures which, as discussed, include long-term planning factors and execution against the long-term strategic plans.
Prior performance equity grants, dilution and “burn rate” which ensure that the outcome is fair to all stakeholders and to avoid any unusual or unforeseen outcomes resulting from share price volatility.

The structure of the performance equity incentive plan for the 2022 awards provides continued post award long-term performance incentives to link the incentive further to the shareholder experience:

Vesting of two-thirds of the share units �� over a three-year period.
All equity vests over a three-year period to ensure that executives are continually ��
All executives have a minimum shareholding requirement to ensure that they have ongoing exposure to shareholder value experience regardless of the vesting of awarded equity.

In assessing comparative total shareholder �� (“VWAP”). When determining the amount of performance equity to award we use a 20-day VWAP ending at the meeting date on �� share units and options to grant. This will vary from the one-day spot price required to be used in reporting values under securities �� short-term share price volatility is eliminated to a considerable extent and provides a fairer outcome. The allocation of performance equity awards for all executives for 2022 is an �� and share units.

Compensation is determined in C$ and CLP. Accordingly, from year to year, the exchange rate will vary in the comparative year over year numbers in the regulatory reporting chart �� currencies. This is a reporting anomaly that �� determinations.

2022 Performance

The purpose of our message is to provide a high-level insight into how the compensation guidelines were applied and where and why Board discretion was applied for 2022.

How did we apply these guidelines for ��

The Corporation missed several key operational �� section, resulting in an overall performance below target. As a result, cash incentive compensation for the Named Executive �� target cash incentive compensation.

Cash Incentive

The cash incentive for 2022 is based on the four criteria set out below:

��
��
��
��

The scoring for purposes of cash incentive awards is based upon the original budget put in place for 2022. The Corporation had a number of operational challenges including the �� result is that the Corporation was not able to meet the threshold adjusted operating cash �� resulting in a zero score. Its capital investment targets did not meet threshold for a score of zero. This performance resulted in an overall ��

�� category. No discretionary adjustments were made to the results.

With respect to the health and safety of our people, sustainability and community involvement targets, the Corporation achieved �� social and governance, Level 2 incidents were similar to the prior year and the Corporation achieved stretch targets for water management �� index surveys. This performance resulted in an overall scoring for health, safety and ESG of ��

With respect to execution against long-term strategy, it was determined that management exceeded target when factoring in the added challenges faced while continuing to move all goals forward as well as completion of the �� considered appropriate.

�� determined that an overall corporate score �� performance in 2022. You will see below under �� various levels of achievement against the corporate goals which were set for 2022.

�� potential. We assessed the performance �� key performance indicators including the �� based on the individual factors.

Performance Equity Incentive

With respect to the performance equity incentive awards, the scoring is based on ��

�� group. In reviewing the three-year history of achievement on the cash incentive scorecard �� three years ending with 2022.

The target incentive awards are generally set at twice the value of the targeted cash incentive award for each executive. There is a range of up �� However, as discussed at the outset, the historical factors were determined to not be appropriate in full for the new executive team for whom the main purpose of the equity awards is to reward future performance. This is achieved by the long-term vesting provisions and the post grant vesting criteria on twothirds of the share unit grants which reward executives for their future performance based �� forward. This keeps their interests aligned with �� top end of the target range.

�� reviewed dilution. The number of performance equity awards (options and share units) was �� number of performance equity awards �� the outstanding common shares as at the date of this Circular. This represents a low level of dilution to shareholders and no adjustment was considered appropriate.

This performance equity incentive grant was seen as properly meeting the dual roles of providing appropriate incentive for future performance as well as appropriate retention of senior executives.

It is noted that the share price has declined since the date of determination of the number of performance equity awards. There was no

downward adjustment made to the number of share units granted due to this price decline. The share unit and stock option valuation is �� the volume weighted average closing price �� the 20 consecutive trading days prior to the �� valuation determined on the date of grant) and �� on the date of grant) to be used for calculating the award of share units and stock options, �� accounting values typically used and as shown in the Summary Compensation Table which is required to be the closing price of the �� believes the values selected produced a more meaningful and reasonable estimate of the value than utilizing a single day price.

CEO Compensation

�� scoring of the entire management team which �� of his target.

Conclusion

�� outcome is consistent with our philosophy �� achievements in 2022 by the management ��

Signed,

Human Resources/Compensation Committee

Compensation Discussion and Analysis

Introduction

�� processes and decisions supporting the determination of the amounts which the Corporation paid ��

Name	Title
Peter Rockandel��	��
Teitur Poulsen(2) Juan Andres Morel(3) David Dicaire�� Patrick Boitumelo�� Jinhee Magie��	�� �� Senior Vice President, Josemaría Project (“SVP, Josemaría”) �� ��

��
��
��
��
��
��

Compensation Governance

Role of the Human Resources/ Compensation Committee

�� as well as monitoring the administration of �� compensation guidelines and practices, the �� limited to:

recommending to the Board human resources and compensation policies and ��
ensuring that the Corporation has in place programs to attract and develop management of the highest calibre and a process to provide for appropriate succession ��
reviewing and approving corporate goals and objectives relevant to the compensation �� objectives, recommending to the Board the annual salary, cash bonus, performance �� of the Corporation, after considering the �� human resources and compensation policies ��

implementing and administering human resources and executive compensation policies approved by the Board.

Composition of the HRCC

�� comprise at least three directors, each of whom �� Disclosure of Corporate Governance Practices �� knowledgeable about issues related to human resources, talent management, compensation, governance and risk management.

�� Charter (Chair), Heppenstall and Peniuk, all of whom are independent within the meaning of �� Below is a summary of the skills and experience ��

Mr. Charter is an executive with career experience in various executive leadership �� or former member of the compensation committees of several Canadian publicly traded companies. As such, Mr. Charter has been directly involved with compensation matters. Accordingly, Mr. Charter has the requisite experience and knowledge in reviewing and approving compensation programs, policies and guidelines in the mining industry for �� senior management, to ensure that such compensation programs are relevant to the goals of the Corporation.

Mr. Heppenstall has over 30 years of experience in the oil and gas and resource ��

Petroleum AB, an oil and gas exploration and production company with core assets in Norway and Southeast Asia. In addition to his executive experience, Mr. Heppenstall currently serves on the compensation committees of three other public companies (International Petroleum Corporation, Lundin Gold Inc. and �� has the requisite experience and knowledge in reviewing and approving compensation programs, policies and guidelines in the mining �� such compensation programs are relevant to the goals of the Corporation.

Mr. Peniuk is a Chartered Professional �� He currently serves as a director of three other public companies, Argonaut Gold, Kuya Silver, and MAG Silver. In his capacity as a director, Mr. Peniuk has served on the compensation committees of numerous companies, including currently serving on the compensation committees of Argonaut Gold, Kuya Silver and MAG Silver, as well as the compensation committee of Capstone Mining until March 2022. In addition, Mr. Peniuk has been on the board of numerous other public mining �� has the requisite experience in reviewing and approving compensation programs, policies and guidelines in extractive industries for �� senior management, to ensure that such compensation programs are relevant to the goals of the Corporation.

Objectives of Compensation Program

The fundamental objective of the Corporation is the long-term creation and protection �� approach is to encourage management to make decisions and take actions that will create long-term sustainable growth and long-term shareholder value.

��

program is based on the following objectives:

compensation must be guided by a pay for ��
compensation must be market-competitive to attract and retain the leadership talent ��
compensation must incorporate an appropriate balance of short-term and long��
compensation must foster an environment of accountability, teamwork, and cross��
�� corporate, operational, functional and/or individual performance objectives of the Corporation while not encouraging excessive or inappropriate risk taking, in order to maximize shareholder return, promote sustainable growth and constantly improve ��
compensation must motivate high performers to achieve exceptional levels of performance.

Critical criteria for the Corporation in all compensation mechanisms are as follows:

��
��
motivating.

Compensation Structure and Decision-making Process

�� program guidelines and structure.

At the end of every year, we apply a rigorous process to assess performance and award compensation. This includes corporate and individual performance reviews for each ��

Review	��
structure	��
	to the Board for approval.
��	��
group	for total direct compensation and for total shareholder return performance
	(see “Peer Groups” below).
Establish	��
corporate performance measures	levels that will be used to assess corporate performance and determine the ��
	��
	performance against these corporate objectives.
Assess risk	��
�� approach	plan design and the selected performance measures to:
	• ��
	• ��
	• ensure the decision-making process, cash and performance equity incentive
	plans and compensation governance do not provide executives incentive to
	take excessive risks or make inappropriate decisions.

Review	��
performance	��
	��
	of each year, on the performance of the preceding year.
Review past	��
compensation	��
	the longer-term performance against benchmarks.
Awards	��
	��
	��
	��
	salary adjustments, cash bonus incentives and performance equity incentives
	��
	��
	��
	��
	practice and Board-approved compensation philosophy and consult with
	independent consultants (if required).
	��
	��
	described above and recommended to the Board for approval.

Peer Groups

�� by examining compensation practices of a group of mining companies that are considered �� direct compensation and total shareholder �� the composition of the peer groups to ensure they remain relevant to the markets in which the Corporation competes.

Total Direct Compensation Peer Group �� selected a peer group based on mining companies trading on the TSX with which the �� and experienced executive talent in the mining �� Compensation Peer Group is set out in the table below.

2022 Total Direct Compensation Peer Group
B2Gold Corp.	��
Capstone Copper Corp.	Kinross Gold Corp.
Centerra Gold Inc.	Pan American Silver Corp.
HudBay Minerals Inc.	Yamana Gold Inc.

��

2023 Total Direct Compensation Peer Group

B2Gold Corp.	��
Capstone Copper Corp.	Kinross Gold Corp.
Centerra Gold Inc.	Pan American Silver Corp.
HudBay Minerals Inc.	��

Total Shareholder Return Performance Peer Group

�� based on mining companies that have similar operational and/or metals characteristics and therefore are considered key competitors with the Corporation for shareholders, capital

�� peer group of key competitors will provide an �� maintains the discretion to consider, on an indicative basis, other comparators. The �� Group is set out in the table below.

2022 TSR Performance Peer Group

2022 TSR Performance Peer Group
Antofagasta PLC	��
Boliden AB	HudBay Minerals Inc.
Capstone Copper Corp.	��
Ero Copper Corp.	Southern Copper Corporation
��	��

�� in the table below.

2023 TSR Performance Peer Group
Antofagasta PLC	��
Boliden AB	HudBay Minerals Inc.
Capstone Copper Corp.	��
Ero Copper Corp.	��
��	Southern Copper Corporation

Elements of Compensation

��

has three primary elements: base salary, cash bonus incentive and performance equity incentive. The combination of elements is designed to encourage executives to achieve strong results which drive long-term

sustainable growth and long-term shareholder value. The Corporation regularly reviews all elements of executive compensation to ensure that it continues to be aligned with the strategic plan of the Corporation and �� Compensation Peer Group.

Compensation Component	Objectives	Form
Base Salary	��	Cash
	value of the role, skills and experience of the executive.
	To attract, retain and motivate a competent, strong and
	��
Cash Bonus Incentive	To pay for performance and provide alignment with the �� is “at risk” compensation.	Cash
Performance Equity Incentive	To provide alignment with shareholder interests and the	Equity
	��
	compensation.

��

regarding the mix of base salary, cash bonus incentive and performance equity incentives to be paid or awarded to executives. Annual cash bonus incentive and long-term incentive plan �� a greater percentage of compensation for the �� variable, performance-based elements, and the mix of compensation should be structured to balance the need to drive results based on the �� long-term growth of the Corporation overall.

��

compensation programs are reasonable and fair to both executives and shareholders, and competitive with compensation made available ��

2022 Compensation

The following provides a summary of the 2022 performance highlights followed by a detailed discussion of the decisions made to determine �� comprises base salary, annual cash bonus incentive and performance equity incentive.

Summary of 2022 Corporate Performance Highlights

Overall Performance: Total sales for the �� lower than the prior year. Adjusted earnings[��] �� lower than the prior year. The Corporation continues to maintain a healthy balance sheet with a minimal net debt position[��] ��

As noted above in the discussion under “2022 Performance” in the “Message from the �� determined that an overall corporate score of �� actual performance.

�� score yields a compensation outcome consistent with our philosophy of pay for performance and is fair to shareholders and �� are described in more detail below.

�� www.lundinmining.com��www.sedar.com.

Financial and Operational Performance

(40%): �� as follows:

Adjusted Operating Cash Flow: With �� per share[�] , the Corporation came in below �� for actual commodity prices and foreign exchange). This resulted in an unadjusted weighted score of nil for this metric.
Relative TSR Performance: Measured �� Performance Peer Group and below the threshold resulting in an unadjusted weighted score of nil for this metric.
Capital Investments: While ramp-up of the �� from Neves-Corvo, consistent operation at nameplate capacity was not realized during �� stripping and underground development programs were broadly below target. This resulted in an unadjusted weighted score of nil for this metric.

Health, Safety & ESG (20%): The overall

�� breakdown was as follows:

Total Recordable Incident Frequency: A �� September 30, 2022, two independent

fatalities occurred at the Neves-Corvo operation. The fatalities resulted in an automatic weighted score of nil for the ��

Environment: �� incident, the appearance of a sinkhole near the Alcaparrosa mine in Chile, was recorded during 2022 against a target of zero and threshold of one level 3 or higher incident. Level 2 incidents were generally consistent �� metric.
Sustainability & ESG: Excellent progress was made advancing and implementing �� a clear roadmap to achieve the target and a written plan were developed, energy action plans were developed by all operations, �� 3 emissions mapping. This resulted in an above-target unadjusted weighted score of ��

Strategic Execution (15%): ��

�� and initiatives designed to drive the strategic direction in a value-creating and sustainable manner. The Corporation was able to deliver on several key initiatives, including the successful integration and advancement of the Josemaria Project, as well as critical role and succession planning and human resources �� target expectations set at the beginning of the ��

Individual Performance (25%): ��

��

Base Salary

The overall objective of the base salary paid �� value of the role, skills and experience of the executive. The salary structure includes market competitive ranges for the executives.

In November 2022, as part of its annual

�� considering their respective start dates postJune 2022.

The Corporation has engaged Southlea Group to conduct a mid-year executive compensation review. Base salaries may be increased in 2023 as a result. The following table summarizes ��

			Increase to
	2022	2022	Base Salary	2023	2023
	Base Salary	Base Salary	for 2023	Base Salary	Base Salary
��		��	��		��
Peter Rockandel(2) ��	��	��	��	��	��
Teitur Poulsen �� Juan Andres Morel �� David Dicaire SVP, Josemaría Project Patrick Boitumelo(2) SVP, Technical Services Jinhee Magie(3) ��	�� �� �� �� ��	�� �� �� �� ��	– �� – �� – �� �� �� – –		�� �� �� �� –

�� applicable exchange rates.
��
��

Cash Bonus Incentive Plan

Introduction

�� Plan provides a performance-based “at risk” annual cash payment based on a targeted amount for each position based on results �� measures, including corporate level objectives �� objectives”. The amount of the target CBI award is set as a percent of base salary and is divided between corporate targets and individual objectives, all as set out below, and is subject to a cap of 2.0 times target for corporate �� a higher award where considered appropriate. Consistent with the overriding discretion of the �� of the Corporation to make such awards based ��

The CBI award is the outcome of a process that links long-term business planning, life of �� budgeting with an evaluation of performance �� individual objectives. Each year the Corporation completes a rigorous budget process. The annual budget is determined in conjunction �� life of mine plans for each operation and a long-term strategic plan, all of which are done based upon a long-term price outlook. Accordingly, the annual budget and therefore �� management are determined to be in line with the long-term outlook and are set to achieve long-term value. The CBI links the award �� to these benchmarks. Accordingly, the targets �� long-term shareholder value. The proportion of cash bonus incentive linked to corporate

objectives and individual objectives is based ��

With respect to individual performance each executive is scored on one of three possible �� of target), Exceeds Expectations (scored at up �� its discretion to provide for an individual �� remains the possibility to assess individual ��

Target levels of performance are established as guidelines and are not applied as an �� formulas may lead to a CBI award that does �� accordingly, the knowledge and experience of �� of those predetermined guidelines.

2022 CBI Award

With respect to the corporate performance �� The corporate objective weighting represents �� CBI target. In view of the overall performance for the year discussed above together with the �� CBI, the actual CBI for the year as percentages of base salary and the 2022 actual CBI paid:

	2022 Target	2022 Actual
	CBI as a	CBI as a	2022	2022
	Percentage	Percentage	CBI Paid��	CBI Paid
��	of Base Salary	of Base Salary		��
Peter Rockandel ��	��	��	��	��
Teitur Poulsen �� Juan Andres Morel�� �� Dave Dicaire SVP, Josemaría Project Patrick Boitumelo(2) SVP, Technical Services	�� �� �� ��	�� �� �� ��	�� �� �� ��	�� �� �� ��

�� applicable exchange rates.
��

�� Corporation on September 30, 2022. Her departure package included a payment of 2022 CBI payment at target in accordance with the terms of her separation agreement.

Cash Bonus Incentive Plan – Corporate Performance

The table on the next page outlines the 2022 corporate performance targets and results for the scorecard metrics of operational and �� performance, and strategic execution. The 2022 �� and other comparators on an indicative basis, as discussed earlier. In all categories, if the overall results of the corporate objectives are

�� payment will be allocated, and (iii) Threshold, �� The amounts in between are not necessarily determined on a straight-line basis but rather �� Threshold it is a zero and there are caps in place to limit the maximum award.

As discussed at “Summary of 2022 Performance Highlights” above, the corporate result was ��

�� table below outlines the actual 2022 corporate performance results.

Measurement- Financial and Operational (40%) Actual Threshold 0.5x Target 1.0x Stretch 2.0x Category Weighting Overall Weighting	Out of 75 Out of 100 Score Weighting
Adjusted Operating Cash Flow��Per Share (target factored for actual metal prices and exchange rates) �� Within �� Budget �� 50% 20.0% �� �� �� ��	0 0.0% ��
Total Shareholder Return (TSR)(2) Performance vs Peers �� VWAP) �� Within �� average of Peer Group �� 25% 10.0% �� �� �� ��	0 0.0% ��
Capital Investments 25% 10.0%	0.0% ��
�� �� development (UG) – tonnes and metres �� �� budget �� budget �� budget �� ��	0 �� ��
�� Nameplate Capacity Not achieved Sep-22 22-Aug 22-Jul �� ��	0 �� ��
Financial & Operational assessment 100% 40%	0.0% 0.0%
Health, Safety & ESG (20%) Actual Threshold 0.5x Target 1.0x Stretch 2.0x Category Weighting Overall Weighting	Out of 75 Out of 100 Score Weighting
Total Recordable Incident Frequency(3) �� �� �� �� 34% 6.8%	0 0.0% ��
�� higher 0 Lvl 3 �� less Lvl 2s 33% 6.6% Environment Level 3 incidents ��	0.5 3.3% ��
Sustainability & ESG �� and initiate implemen- tation of a decarboniza- tion strategy See below comments �� 2030 GHG emissions target and develop a corporate high level action plan Threshold + develop action plans at 3 sites Commitment to zero carbon emissions by �� roadmap to support the goal. 33% 6.6%	1.5 9.9% ��
Health & Safety & ESG assessment 100%	20% 13.2%

Strategic Execution (15%) Threshold 0.5x Target 1.0x Stretch 2.0x Category Weighting Overall Weighting	Out of 75 Out of 100 Score Weighting
Performance related to the �� the successful integration and advancement of the Josemaría Project, as well as critical role and succession planning and human resources initiatives. Achieved �� objectives �� achieved objectives �� exceeded objectives 100% 15%	1.5 23% ��
Total Corporate Performance Factor 75%	36% 48%

�� www.lundinmining.com��www.sedar.com.
��

�� Individual Performance Measurement

�� of the senior management team is measured annually through a comprehensive system of pre-set, formally documented KPIs. �� individual performance is not a formulaic process and judgment is exercised in determining the level of individual performance for compensation purposes.

Performance Equity Incentive Plans

Introduction

The Corporation provides performance-based equity incentives currently through the grant of share units and stock options (collectively, the “Performance Equity Awards”) under its Share ��

The Corporation believes its performance equity incentive plans are directly tied to executive and corporate performance and provide executives an opportunity to build ownership in the business and align their interests with those of shareholders by rewarding consistent long-term performance. The recipients of Performance Equity Awards

only receive awards based on long-term performance metrics and achieve an increase �� and relative basis to our peers. Typically, share �� (subject, in part, to certain future performancebased vesting criteria) and stock option grants vest over three years from the date of grant and have a seven-year term.

�� connect to long-term performance in a versatile and thoughtful manner by assessing and rewarding consistent multi-year performance. This is achieved both in the grant and vest process for all Performance Equity Awards. The amount of Performance Equity Awards granted each year is based on a combination of �� Equity Awards and the actual value realized �� anywhere from one to seven years of future performance. This is achieved through the grant of Performance Equity Awards that contain future performance-based vesting conditions which require superior comparative returns over a three-year future time period ��

and through the grant of Performance Equity Awards that contain time-based vesting conditions and, in the case of stock options a �� value realization for executives. These core �� and rewarding a continuous management focus on long-term, year-over-year value �� other stakeholders.

�� awarded under the Share Unit Plan is based on:

�� performance against other metrics such as ��
Three-year historical performance against the CBI measures which include long-term planning factors and execution against the ��
Prior Performance Equity Award grants, dilution and “burn rate” which ensure that the outcome is fair to all stakeholders and to avoid any unusual or unforeseen outcomes ��
The structure of the Performance Equity Award provides continued post-award long-term performance incentives to link the incentive further to the ��
Vesting of two thirds of the share units �� performance over a three-year future ��
All Performance Equity Awards vest over a three-year period to ensure that executives ��
Stock options have a seven-year life, which provides a longer term value appreciation

time period that can maximize value

��
All executives have a meaningful, minimum shareholding requirement to ensure that they have ongoing exposure to shareholder value experience regardless of the vesting of Performance Equity Awards.

In assessing comparative total shareholder �� (“VWAP”). When determining the amount of performance equity to award we use a 20-day VWAP ending at the meeting date on which the �� Equity Awards to grant. This will vary from the one-day spot price required to be used in reporting values under securities regulations. This approach ensures that short-term share price volatility is eliminated to a large extent and provides a fairer outcome.

The value of Performance Equity Awards �� award. Generally, the Performance Equity Award value will be increased or decreased on the performance measures discussed above �� However, no Performance Equity Award is guaranteed, the actual award could be zero if �� retain absolute discretion in determining the quantum of each Performance Equity Award. The evaluation period and vesting periods ensure a long-term performance connection �� retention factor, particularly in connection �� ownership guidelines.

New for 2022 Performance Equity

In early 2023, it was decided that Performance Equity Awards for 2022 would be targeted at ��

the composition of Performance Equity Awards from time to time and may make changes to the composition as may be required. Performance Equity Awards are completed ��

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50% PSU
100% Performance
25% SU
Equity Awards
25% Stock Options
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Performance Equity Award – 50% Performance Share Unit Vesting Conditions

�� units to be granted as part of a Performance Equity Award is determined (pursuant to the performance assessment described above), all such share units will time vest in three

�� performance. This future performance vesting requirement only rewards executives if the �� a three-year future time period as measured �� Peer Group. If the Corporation outperforms the �� share units subject to this future performance condition which actually vest can be increased to as much as 2.0x.

Conversely, if the Corporation underperforms �� of share units which actually vest can be decreased to as little as zero times – meaning executives receive no reward for poor performance. To the extent any such share units vest at the end of the three-year time period, they are settled in Common Shares issued from treasury. The table below sets out the targets and vesting percentages.

Relative TSR	Performance vs Peer Group
Max	��thpercentile
Stretch Target Threshold	��thpercentile ��thpercentile ��thpercentile
Minimum	��thpercentile

��

Performance Equity Award – 25% Share Unit Vesting Conditions

�� performance conditions to be granted as part of a Performance Equity Award is determined (pursuant to the performance assessment described above), all such share units will time vest in three years.

Performance Equity Award – 25% Stock Option Vesting Conditions

�� granted as part of a Performance Equity Award is determined (pursuant to the performance assessment described above), the stock options will vest in equal amounts over three years and have a term of seven years.

2022 Performance Equity Awards

The following Performance Equity Awards �� in determining the number of share units (including performance share units) and stock �� several factors only one of which was a Black Scholes option valuation.

The share unit and stock option valuations are �� volume weighted average closing price of �� 20 consecutive trading days prior to the ��

�� valuation determined on the date of grant) to be used for calculating the award of share units and stock options, respectively. This �� typically used and as shown in the Summary Compensation Table which is required to be �� produced a more meaningful and reasonable estimate of the value than utilizing a single day price.

2022 PERFORMANCE EQUITY AWARDS

					Aggregate
		Value of	Number of	Number of	Value of
	Number of	Stock Options	Time Vested	Performance	Share Units
	Stock Options	Awarded	Share Units	Vested Share	Awarded
Named Executive	Awarded	��	Awarded	Units Awarded	��
Peter Rockandel ��	��	��	��	��	��
Teitur Poulsen �� Juan Andres Morel �� David Dicaire SVP, Josemaría Project Patrick Boitumelo�� SVP, Technical Services	�� �� �� N/A	�� �� �� N/A	�� �� �� N/A	�� �� �� N/A	�� �� �� N/A

��

�� 2022 Performance Equity Awards.

�� 2022 Performance Equity Awards are fair and appropriate on both an absolute and relative basis when compared to historical compensation levels and performance in 2022.

Executive Share

��

To further align the interests of the

�� share ownership guidelines that tie to each �� guidelines, executives are expected to acquire and retain Common Shares of the Corporation as set out in the table below:

	Share Ownership Target
Position	��
��	3.0 times
President /
Senior Vice President	��

�� 2020 (or from the date of their respective appointments) to attain the share ownership �� may extend the period of time for attainment of these ownership levels in appropriate �� includes the following:

Common Shares purchased on the open ��
Common Shares owned jointly with, or �� immediate family members (spouse and/or ��
Common Shares held in trust for the executive ��
Common Shares obtained through the ��
All unvested share units (including performance share units counted at target) and any other form of equity compensation ��

�� meet the requirement, he or she will not be permitted to sell Common Shares until the requirement is met.

As at the date of this Circular, all the executives of the Corporation are in compliance with �� respective date of appointment to attain the required level of common share ownership.

�� required level of common share ownership of ��

Performance Equity Compensation Plans

�� approved, among other things, the adoption of a new Share Unit Plan (the “SU Plan”), and the �� was subsequently amended and approved by �� incentive plans were further amended and approved by the Board on November 30, 2020 and did not require shareholder approval.

Stock Option Plan

�� of: (i) attracting, incentivizing and retaining those key employees and consultants of the Corporation who are considered by the Board to be key to the growth and success of the �� key employees and consultants with those of the shareholders through longer term equity ownership in the Corporation.

As noted above, the Board approved

�� that, upon retirement, only those unvested stock options that were granted to the �� of retirement will continue to vest and that all stock options granted to the optionee during �� termination of employment without cause of an employee who has been continuously employed for at least two years, only those unvested stock options that were granted to �� date of termination will vest and that all stock options granted to the optionee during the �� entitlements upon cessation of employment �� other minor housekeeping changes.

The following is a summary of the key terms of ��

�� maximum of seven years.
The exercise price per Common Share under an option shall be determined by the Board but, in any event, shall not be lower than the market price of the Common Shares of the Corporation on the date of grant of the options. The market price is calculated as the closing market price on the TSX of the Common Shares on the date of the grant.
Stock options granted pursuant to the �� exercisable by an optionee at such time or times as may be determined by the Board
at the date of grant and as indicated in the option commitment. Stock options generally �� anniversary of the grant date.
In the event that the expiry of an option falls within a trading blackout period imposed by the Corporation, the expiry date of the option shall be automatically extended to the tenth business day following the end of the blackout period as permitted by applicable TSX policies.
�� will or the laws of descent and distribution.
Employees and consultants of the �� receive option grants.
�� and, in all cases subject to the original option expiry date: (i) in the event of retirement, all options will automatically vest and the �� of termination without cause, all options will automatically vest for optionees who have been continuously employed by the Corporation or by a company providing management services to the Corporation for at least two years including any notice period, �� his/her options that have vested as of the �� of termination with cause, all options will immediately be terminated, except as may �� or as otherwise determined by the Board in its sole discretion.
�� the termination provisions under the Stock �� (i) in the event of retirement, all options will continue to vest in accordance with their

normal vesting schedule and the optionee �� vesting date of his/her options to exercise his/her options, subject to the optionee complying with any obligations set out in the �� (ii) in the event of termination without cause, all options, other than those awarded in the year of termination (which will be forfeited), will automatically vest for optionees who have been continuously employed by the Corporation or by a company providing management services to the Corporation for at least two years including any notice period, as applicable, and the optionee will have ��

�� 2020, the termination provisions under the �� granted on or prior to November 30, 2020, except as follows: in the event of termination without cause, all options, other than those �� will be forfeited), will automatically vest for optionees who have been continuously employed by the Corporation or by a company providing management services to the Corporation for at least two years including any notice period, as applicable, and �� his/her options.
�� unvested options shall automatically vest on the date of the change of control and options may be cancelled if such options are out of the money.
�� conditions. In the event of a change of control any surviving, successor or acquiring entity shall assume outstanding stock options or substitute similar awards and the vesting of stock options will only accelerate if the ��

�� of control, in which case the optionee will �� subject to the original option expiry date. If, however, the surviving, successor or acquiring entity does not assume the outstanding stock options, in connection with the change of control, the stock options will immediately vest on the date of such change of control, and options may be cancelled if such options are out of the money. If any options are subject to performance vesting criteria, the level of achievement of the applicable performance vesting criteria will be deemed to be achieved at target.

�� occurrence of any one or more of the �� amalgamation or other reorganization or acquisition involving the Corporation or �� of the outstanding shares of the successor �� disposition of all or substantially all of the assets of the Corporation or its subsidiaries �� with a contested election of directors or a �� of the Corporation immediately prior to such transaction remain directors of the �� control has occurred.
In the event of the death or disability of an optionee, all options will vest and the �� applicable, will have, subject to the original �� his/her options.

Notwithstanding the foregoing, all of the termination provisions shall be subject to the terms of any written employment/severance agreement between the optionee and the �� treatment of options.
All stock options granted on or after ��
The grant of stock options under the Stock �� Common Shares: (i) issued to insiders of the �� and (ii) issuable to insiders of the Corporation, �� other security based compensation �� Common Shares, respectively.
�� a maximum number of shares which may be issued to an individual pursuant to the plan and any other security-based compensation arrangement.
The Board may delegate, to the extent permitted by applicable law and by resolution of the Board, its powers under the Stock �� committee as the Board may determine from time to time.
�� committee with the power, subject to the requisite regulatory approval, to make the following amendments without shareholder approval (without limitation):

– ��

the addition or a change to any vesting ��
changes to the termination provisions of an �� not entail an extension beyond the original ��
the addition of a cashless exercise feature, payable in cash or securities, whether or not providing for a full deduction of the number of underlying Common Shares ��
�� applicable securities or tax laws..
Any of the following amendments shall require shareholder approval:
rreduce the exercise price of an option or ��
amend the term of an option to extend the ��
�� holder of the options who is an insider to the material detriment of the Corporation ��
increase the number of Common Shares or maximum percentage of Common Shares which may be issued pursuant to �� of adjustments permitted under the Stock ��
permit options to be transferred other than ��
remove or exceed the insider participation ��
materially modify the eligibility requirements �� including the re-introduction of non��
modify the amending provisions of the ��

�� Shares as of the date of this Circular.

�� stock options outstanding under the Stock ��

stock options available for grant under the �� Common Shares.

Share Unit Plan

The SU Plan has the dual purpose of: (i) attracting, incentivizing and retaining those key employees of the Corporation who are considered by the Board to be key to the �� (ii) aligning the interests of key employees with those of the shareholders through longer term equity ownership in the Corporation.

As noted above, the Board approved amendments to the SU Plan in 2020. These �� upon retirement, only those unvested share units that were granted to the participant �� retirement will continue to vest and that all share units granted to the participant during �� termination of employment without cause of an employee who has been continuously employed for at least two years, only those unvested share units that were granted to �� the date of termination will vest and that all share units granted to the participant during �� entitlements upon cessation of employment �� other minor housekeeping changes.

The following is a summary of the key terms of the SU Plan:

The SU Plan provides that share unit awards (the “SUs”) may be granted by the Board or ��

authorized by the Board to administer the SU �� was amended to include additional provisions to allow for the award of SUs that are subject to performance vesting criteria.

Any Common Shares subject to a SU (whether time-vesting or performance-vesting) which has been cancelled or terminated in accordance with the terms of the SU Plan without settlement will again be available for issuance under the SU Plan.
The grant of SUs under the SU Plan is subject to the number of the Common Shares: (i) issued to insiders of the Corporation, within �� insiders of the Corporation, at any time, under the SU Plan, or when combined with �� compensation arrangements, shall not exceed �� outstanding Common Shares, respectively.
The SU Plan does not provide for a maximum number of Common Shares which may be issued to an individual pursuant to the plan and any other security-based compensation arrangement.
�� including any senior executive, vice president, and/or member of the management team of �� to participate in the SU Plan. Non-employee directors are not eligible to participate in the SU Plan.
A SU is a unit credited by means of an entry on the books of the Corporation to a participant, representing the right to receive one Common Share (subject to adjustments) issued from treasury. SUs are subject to either time-based vesting conditions or achieving applicable performance vesting conditions.
The number and terms of SUs granted to participants will be determined by the Board or committee based on the market price of the Common Shares on the grant date and �� on the grant date. The market price shall be

calculated as the closing market price on the TSX of the Common Shares on the date of the grant. The SUs will be settled by way of the issuance of Common Shares from treasury as soon as practicable following the entitlement date determined by the Board or committee in accordance with the terms of the SU Plan. However, participants who are residents of Canada or as otherwise may be designated in the grant letter (except for US taxpayers) will be permitted to elect to defer issuance of all or any part of the Common Shares issuable to them provided proper notice is provided to the Board or committee pursuant to the terms of the SU Plan.

All grants of SUs shall be evidenced by a ��
�� grant letter, SUs subject to time-based vesting conditions vest on the third anniversary of the grant date and SUs subject to performance-based vesting conditions vest on the third anniversary of the grant date contingent upon achieving applicable performance vesting conditions.
The Board or committee will have the discretion to credit a participant with additional SUs in lieu of any cash dividends paid to shareholders of the Corporation, equal to the aggregate amount of any cash dividends that would have been paid to the participant if the SUs had been Common Shares, divided by the market value of the Common Shares on the date on which dividends were paid by the �� cash payment will be made to a participant if cash dividends are paid to shareholders.
�� termination with cause, the unvested SUs will �� at the date of termination, unless otherwise �� the share unit grant letter. Vested SUs that are subject to a deferred payment date will be settled in Common Shares forthwith.
�� and on or prior to November 30, 2020, the termination provisions under the SU Plan are �� termination without cause, a pro-rated portion of each SU award will vest on the date of termination (based on the number of days that the participant was employed during the three-year vesting period), and any performance vesting criteria applicable to �� (ii) in the event of retirement, subject to the participant complying with any obligations set �� unvested SUs will continue to vest in accordance with their normal vesting schedule (and, for SUs, based on actual achievement of �� retirement occurs will be forfeited.
�� 2020, the termination provisions under the SU Plan are the same as those granted on or prior to November 30, 2020, except that only those share units that were granted �� vest, provided that the participant has been continuously employed for at least two years. Any SUs granted to the participant during the ��
�� subject to “double-trigger” vesting conditions. In the event of a change of control any surviving, successor or acquiring entity shall assume outstanding SUs (including SUs or substitute similar awards) and the vesting of �� employment is terminated without cause �� control. SUs performance vesting criteria will be deemed to be achieved at target. If, however, the surviving, successor or acquiring entity does not assume the outstanding SUs,

in connection with the change of control, the SUs will immediately vest on the date of such change of control and for SUs performance vesting criteria will be deemed to be achieved ��

In the event of death, all unvested SUs credited to the participant will vest on the date �� Shares represented by the SUs held shall be �� reasonably practical. In the event of the total disability of a participant, all unvested SUs credited to the participant will vest on the date in which the participant is determined to be totally disabled and the Common Shares represented by the SUs held shall be issued as �� to performance vesting criteria, such criteria will be deemed to be achieved at target.
Notwithstanding the terms of the SU Plan, all the termination provisions shall be subject to the terms of any written employment/ severance agreement between the participant �� addresses the treatment of share units.
SUs are not transferable other than by will or the laws of descent and distribution.
�� SU Plan provide the Board or committee with the power, subject to the requisite regulatory approval, to make the following amendments without shareholder approval (without limitation):
��
the addition or a change to any vesting ��
�� applicable securities or tax laws.
Any of the following amendments require shareholder approval:
�� holder of SUs who is an insider to the material detriment of the Corporation and ��
increasing the number of Common Shares or maximum percentage of Common Shares which may be issued pursuant to the SU Plan (other than by virtue of ��
permitting SUs to be transferred other than ��
removing or exceeding the insider ��
materially modifying the eligibility requirements for participation in the ��
modifying the amending provisions of the SU Plan.

�� Common Shares for issuance, which represents �� issued and outstanding Common Shares as of the date of this Circular.

�� Common Shares.

changes to the termination provisions of ��

Performance Graph

�� that dividends have been reinvested.

5-Year Total Shareholder Return Performance Graph (Jan. 1, 2017 to Dec. 31, 2022: Dividends Reinvested)

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190
170
150
130
110
90
70
50
2017 2018 2019 2020 2021 2022
Lundin $100 $69 $96 $143 $130 $115
Mining
TSR
S&P/TSX $100 $91 $112 $118 $148 $139
Composite
Index TSR
S&P/TSX $100 $79 $87 $114 $151 $158
Global
Base
Metals
Index TSR
----- End of picture text -----

�� Metals Index and the graph and chart above show the relative share performance of the Corporation to these indexes. As discussed above, the current compensation policy relates performance compensation of executives to

�� operational objectives and individual objectives as well as relative share price performance �� Accordingly, there is no direct link between the index shown and executive compensation as ��

Summary Compensation Table

��

�� employed by the Corporation. The Corporation does not have a pension plan.

The 2022 Summary Compensation Table uses a single day value for purposes of valuing �� total compensation.

Named �� Year Salary �� Share- based Awards �� Option- based Awards ��	Non-equity incentive plan compensation �� Annual incentive plans �� Long-term incentive plans All other compensation �� Total compensation ��
Peter Rockandel�� �� 2022 867,161 1,582,892 500,940 �� �� �� �� 2020 �� �� ��	634,996 32,109 3,618,098 �� n/a 22,203 �� �� �� ��
Teitur Poulsen(8) �� 2022 192,190 747,351 295,207 �� n/a n/a n/a 2020 n/a n/a n/a	87,639 15,248 1,337,634
	n/a n/a n/a n/a
	n/a n/a n/a
Juan Andres Morel�� �� 2022 231,519 666,190 370,172 �� n/a n/a n/a 2020 n/a n/a n/a	123,783 1,446 1,393,110 n/a n/a n/a n/a n/a n/a n/a
David Dicaire�� SVP, Josemaría Project 2022 240,238 657,594 208,098 �� n/a n/a n/a 2020 n/a n/a n/a	111,470 3,911 1,221,311
	n/a n/a n/a n/a
	n/a n/a n/a
Patrick Boitumelo�� SVP, Technical Services 2022 387,583 210,139 73,070 �� n/a n/a n/a 2020 n/a n/a n/a	180,659 107,429 958,880 n/a n/a n/a n/a n/a n/a n/a
Jinhee Magie�� �� 2022 345,942 n/a n/a �� �� �� �� 2020 �� �� ��	n/a 1,986,275 2,332,217
	�� n/a 22,203 ��
	�� �� ��

��
(2) The value of the SU awards is determined by multiplying the number of SUs granted by the fair value which is the closing price of the ��

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�� Performance Year ��
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��	Performance Year	��
��	2022 (annual)	��
��	on hire grants	��
��	on hire grants	��
��	on hire grants	��
��	��	��
��	2020 (annual)	��

��
��
��
��
��
��
�� Payment since it is used consistently by comparable companies. Below are the key assumptions and estimates:

�� ��	Performance Year 2022 (annual)	Excercise Price ��	�� �� �� ��	Volatility Estimate ��	�� ��	Expected Life (years) ��	Black Scholes Value�� ��
��	on hire grants	��	��	��	��	��	��
��	on hire grants	��	��	��	��	��	��
��	on hire grants	��	��	��	��	��	��
��	��	��	��	��	��	��	��
��	2020 (annual)	��	��	��	��	��	��

��
��
��
��
��
��
��
��
�� contributions.
�� Lundin as President.
��
��
��
��
��
��

Incentive Plan Awards

Outstanding Share-Based Awards and Option-Based Awards

��

Named Executive �� Grant date	Option-based Awards	Share-based Awards
	Number of securities underlying unexcercised options �� Option excercise price �� Option expiration date Value of unexercised in-the- money options ��	Number of shares or units of shares that have not vested �� Market or payout value of share- based awards that have not vested �� Market or payout value of vested share-based awards not paid out or distributed ��
Peter Rockandel �� �� �� �� �� �� – – – �� �� �� �� �� – – – �� �� �� �� �� �� �� – �� �� �� �� – �� �� – �� �� �� �� – �� �� –
Teitur Poulsen �� �� �� �� �� – �� �� –
Juan Andres Morel �� �� �� �� �� – �� �� –
David Dicaire SVP, Josemaría Project n/a n/a n/a n/a n/a n/a n/a n/a
Patrick Boitumelo SVP, Technical Services �� �� �� �� – �� �� –
Jinhee Magie�� �� �� 30,000�� 3.88 �� �� – – – �� �� �� �� �� – – – �� �� �� �� �� �� �� – �� 83,200 �� �� – �� �� –

��

All stock options are granted in C$. Below are the exercise prices in C$:	All stock options are granted in C$. Below are the exercise prices in C$:	All stock options are granted in C$. Below are the exercise prices in C$:
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��	�	��
��	�	��

�� per Common Share, less the exercise price of the in-the-money stock options. These stock options have not been, and may never be, exercised and the actual gain, if any, on exercise will depend on the value of the Common Shares on the date of exercise. In respect of SUs, ��
��
��
�� stock options.
��

Incentive Plan Awards – Value Vested or Earned In 2022

The following table provides information regarding the value on vesting of equity incentive plan �� under the CBI for 2022 performance (paid in 2023).

Named Executive �� Option-based awards – value vested during year �� Share-based awards – value vested during year ��	Non-equity incentive plan �� value earned during year ��
Peter Rockandel �� �� ��	��
Teitur Poulsen �� n/a n/a	��
Juan Andres Morel �� n/a n/a	��
David Dicaire SVP, Josemaría Project n/a n/a	��
Patrick Boitumelo SVP, Technical Services n/a n/a	��
Jinhee Magie�� �� �� ��	n/a

��
�� price of in-the-money stock options.
��
��
�� payment at target.

The following table provides information relating to amounts received upon the exercise of options ��

��	Number of Stock Options Exercised Grant Price ��	Share Price on Exercise Date �� Value Realized on Exercise ��
Peter Rockandel ��	– –	– –
Teitur Poulsen ��	n/a n/a	n/a n/a
Juan Andres Morel ��	n/a n/a	n/a n/a
David Dicaire SVP, Josemaría Project	n/a n/a	n/a n/a
Patrick Boitumelo SVP, Technical Services	n/a n/a	n/a n/a
Jinhee Magie ��	�� ��	�� ��
	�� ��	�� ��

��

��

Compensation Risk Management

�� evaluated potential risks related to the �� and individual objectives which form the basis of the compensation plan evaluations �� view of establishing a realistic and balanced set of objectives together with a range of achievement level factors that both encourage initiative and discourage under performance in areas important to the Corporation and do not encourage excessive risk-taking by senior management.

Below are some of the risk mitigating features �� programs:

consistent program design among all ��
a mix of performance measures are used in the cash bonus incentives, and granting of performance equity incentives provides a ��
benchmark compensation against size and industry appropriate peer group and target total direct compensation in the median ��
capped payout opportunity within the CBI of 2.0 times the target CBI which is subject to ��
��
SUs vest three years after the award date, and beginning in 2023 (with respect to 2022 ��
stock options vest over three years and have ��
a 20-day VWAP is used to determine equity values to avoid short swing price volatility ��
potential performance equity awards are regularly “stress-tested” to avoid unintended ��
��
the Corporation provides a non-binding ��
in camera sessions are held after certain ��

�� policies and practices that are reasonably �� the Corporation.

Hedging

�� securities that are held directly or indirectly by them or granted as compensation to them. �� include prepaid variable forward contracts, equity swaps, collars, put or call options, and ��

Recoupment Policy

�� that the Corporation may recover or cancel certain incentive compensation, including cash bonuses, options, share appreciation rights, share units, restricted shares, or equivalents, and any other equity-based compensation, provided to executives and other designated employees in circumstances where (i) there has been an accounting restatement of the ��

��

reporting requirements and the amount of incentive compensation received or realized was higher than it would have been based �� employee has engaged in misconduct (fraud, or intentional and/or reckless non-compliance �� of Conduct).

Management’s Role in Compensation Decision Making

�� on compensation risk management and also provide annual recommendations to ��

and equity incentives for the executives and other members of management, excluding �� adjustments, cash and equity incentive awards for the executives and recommends to the �� on the results of the key strategic deliverables, �� context of total compensation. As part of the �� executives among the selected peer group.

�� either directly or indirectly, are held in camera without management present.

Compensation Consultants

�� compensation and related governance matters. The Southlea Group LP (“Southlea”) was selected by ��

Advisor	Type of Work	��	��
Southlea Group LP	Executive compensation review	$ nil	$ nil
	All other fees	$ nil	$ nil
Global Governance	Executive compensation review	n/a	��
Advisors	All other fees	n/a	$ nil

Termination and Change ��

Introduction

�� term employment agreement with the Corporation that sets forth certain instances where payments and other obligations arise on the termination of their employment or in the event of a change of control of the Corporation.

Termination Without Cause

The employment agreements for each of the �� terminated by the Corporation without cause, �� for good reason, then payment of base salary and, in some cases, CBI payments, equity �� in the respective agreement.

�� Corporation, in lieu of such notice a payment �� to two times the average of the CBI payments received in the previous two years. Mr. ��

�� have to notice of termination, severance, or separation pay of any kind, in respect of the termination of his employment with the Corporation. Any equity awards received by �� will be treated in accordance with the applicable equity award plan terms.

�� a without cause termination, they will each �� discretion of the Corporation, in lieu of such �� salary. Each will also receive a payment equal to the average of the CBI payments received in the previous two years, or if termination occurs before each executive has received two annual CBI payments, each executive will receive the product of their CBI target percentage and annual base salary, in the year of termination. Their participation in the �� be in full satisfaction of any claim that either �� may have to notice of termination, severance, or separation pay of any kind, in respect of the termination of his employment with the Corporation. Any equity awards received by �� prior to the date of termination will be treated in accordance with the applicable equity award plan terms.

The following table provides details regarding the estimated incremental payments payable by ��

		Termination without	Termination without	Cause
Named	Base		Value of
Executive	Salary	CBI	��	Equity	Total
��	��	��	��	��	��
Peter Rockandel �� Teitur Poulsen �� Juan Andres Morel �� David Dicaire SVP, Josemaría Project	�� �� �� ��	�� �� �� ��	�� �� �� ��	�� – – –	�� �� �� ��
Patrick Boitumelo SVP, Technical Services	��	��	��	–	��

�� following a termination of employment without cause, if an individual has been continuously employed with the Corporation for two years.
��
��
�� of each SU award will vest on the date of termination based on the number of days that the participant was employed during the three�� termination based on the number of days that the participant was employed during the three-year vesting period except for shares granted ��

�� Corporation on September 30, 2022. She �� inclusive of her 2022 CBI payment at target �� stock options and share units granted �� September 30, 2022 and all unvested stock options and share units granted prior to �� retirement provisions for equity purposes and her separation agreement.

Change of Control

��

If there is a Change of Control of the �� of the Change of Control for any reason other �� contract as set out for termination without �� of such Change of Control, provide the Corporation with written notice of resignation �� they will be entitled to receive the payments �� cause. Without derogating in any way from the applicable law regarding constructive dismissal, �� of one or more of the following events after a Change of Control: (i) a material reduction ��

�� a requirement that the executive be based �� successor or surviving entity following a change of control does not agree to be bound by the �� a substantially similar agreement. Notice of resignation for “good reason” must be provided �� of its occurrence.

In the event of a Change of Control of the Corporation, all unvested stock option and share unit awards outstanding held by the �� Control shall, notwithstanding any provisions of any resolution, by-law, equity incentive plan, agreement, contract or instrument pertaining to or evidencing the unvested stock option and share unit awards to the contrary, automatically �� any share units so vesting shall be immediately issued and any stock options so vesting shall

be immediately exercisable and shall remain exercisable until their expiry date.

�� employment agreements in a substantially �� employment agreements, a Change of Control is triggered where any person or group of persons acting jointly or in concert acquires �� voting securities.

�� has no compensatory plan, contract or �� compensation in the event of resignation, �� employment with the Corporation.

The following table provides details regarding the estimated incremental payments from �� change of control of the Corporation on �� without cause following a change of control, �� detailing estimated incremental payments for a termination without cause.

Termination following Change of Control

Named	Base		Value of
Executive	Salary	CBI	��	Equity	Total
��	��	��	��	��	��
Peter Rockandel �� Teitur Poulsen �� Juan Andres Morel �� David Dicaire SVP, Josemaría Project	�� �� �� ��	�� �� �� ��	�� �� �� ��	�� �� �� N/A	�� �� �� ��
Patrick Boitumelo SVP, Technical Services	��	��	��	��	��

��

�� exercisable and all share units automatically vest following a change of control. Notwithstanding any provision to the contrary in the Stock ��

��

Miscellaneous

Indebtedness of Directors ��

�� of the Corporation, proposed nominees for election as directors, or associates of any of the foregoing persons, is as at the date hereof, or �� 2022, indebted to the Corporation or any of its subsidiaries in connection with a purchase of securities or otherwise. In addition, no indebtedness of these individuals to another entity has been the subject of a guarantee, support agreement, letter of credit or similar arrangement or understanding provided by the Corporation or any of its subsidiaries.

Securities Authorized for Issuance Under Equity Compensation Plan

�� described above, provides for the grant of non-transferable stock options to permit the purchase of the Common Shares by the �� provides for the grant of share unit awards which represent a right to receive Common Shares by participants of the SU Plan.

Equity Compensation Plan Information as of December 31, 2022:

			Number of securities
	Number of securities	Weighted-average	remaining available
	to be issued upon	exercise price of	��
	exercise of outstanding	outstanding Stock	under equity
Plan category	options and SUs	��	compensation plans
Equity Compensation	��	��	��
Plans approved by	��	N/A (SUs)	��
security holders
Josemaría �� ��	��	��	N/A
Equity Compensation	N/A	N/A	N/A
Plans not approved by
security holders

Annual Burn Rate

�� of stock options and SUs granted during the year, divided by the weighted average number of Common Shares outstanding during the year.

Plan	2022	2021	2020
Share Unit Plan��	��	��	��
��	��	��	��

��

Normal Course Issuer Bid

��

announced TSX approval of the renewal of the �� NCIB allows the Corporation to repurchase for �� Corporation as at the date the NCIB notice �� NCIB (other than pursuant to a block purchase exemption) on the TSX under the NCIB are �� Shares. The Corporation will pay the market price at the time of purchase for all Common Shares purchased in open market transactions. A copy of the notice provided to the TSX is available, without charge, by contacting the Corporate Secretary using the details provided under the heading “Stakeholder Engagement”, below.

In connection with the NCIB renewal, the Corporation entered into an automatic repurchase plan with its designated broker to allow for the repurchase of Common Shares at times when the Corporation ordinarily would not be active in the market due to its own internal trading blackout periods, insider trading rules or otherwise (any such period ��

��

but is not required to, instruct the designated broker to make purchases under the NCIB in accordance with the terms of the plan. Purchases made pursuant to the plan, if any, �� broker based upon the parameters prescribed by the TSX, applicable Canadian securities laws and the terms of the written agreement entered between the Corporation and its �� Periods, Common Shares will be purchasable by the Corporation at its discretion under its NCIB. The automatic repurchase plan �� and will terminate on the earliest of the date on which: (i) the purchase limit under the NCIB �� (iii) the Corporation terminates the automatic repurchase plan in accordance with its terms.

As of the date of this Circular, from and including the original inception date of the �� Common Shares at a weighted average price �� purchased in 2022 at a weighted average �� Share, including commissions, all through open market transactions. All shares purchased under the NCIB have been cancelled.

Compensation of ��

�� compensation is determined by the Board after considering the recommendations of �� mandated to review the adequacy and form �� to ensure that such compensation realistically �� the Corporation and the mining industry. In making recommendations to the Board in respect of compensation to directors, the �� and responsibilities involved in being a director with the Corporation as well as market data pertinent to the compensation paid to directors of peer group companies.

Please review the section in this Circular �� information concerning director compensation.

Management Contracts

The management functions of the Corporation and its subsidiaries are performed by the �� Corporation and not pursuant to any external management contract.

Interest of Informed Persons in Material Transactions

Except as disclosed in this Circular, to the best �� person of the Corporation, proposed nominees for election as directors, or any associate or �� nominee, has or has had any material interest, direct or indirect, in any transaction since the �� proposed transaction which has materially �� or any of its subsidiaries.

�� Additional information regarding such interests is found in the “Interest of Management and �� incorporated by reference.

Other Business

Management of the Corporation knows of no other matters which will be brought before the Meeting, other than those referred to in the Notice of Meeting. Should any other matters properly be brought before the Meeting, the Common Shares represented by the proxies solicited hereby will be voted on those matters in accordance with the best judgment of the persons voting such proxies.

Non-GAAP and Other Performance Measures

The Corporation uses certain performance measures in its analysis. These performance measures have no meaning within generally �� and, therefore, amounts presented may not be comparable to similar data presented by other companies. This data is intended to provide additional information and should not be considered in isolation or as a substitute for measures of performance prepared in ��

�� these and other non-GAAP measures and additional information, please refer to the �� is incorporated by reference herein and is �� www.sedar.com.

Additional Information

Additional information relating to the �� at www.sedar.com�� related to the Corporation is contained in the �� discussion and analysis for the year �� 2022 may be obtained free of charge by writing to the Corporate Secretary of the Corporation �� website at www.lundinmining.com or under

�� www.sedar.com.

�� not incorporated by reference into this Circular, unless such incorporation by reference is �� this Circular are intended to be inactive textual references only.

Shareholder Proposals Shareholder Proposals – General

The ��

permits certain eligible shareholders to submit shareholder proposals to the Corporation, which may be included in a management proxy circular relating to an annual meeting of shareholders. Shareholders who wish to submit a shareholder proposal for consideration at the annual meeting of �� proposal to the Corporation between ��

Shareholder Proposals – Nominations for Directors

Shareholders may at any time submit to the Board the names of individuals for consideration as directors. The CGNC will consider such submissions when assessing �� recommendations for individuals to be nominated for election as directors.

Holders of shares representing in the �� outstanding shares may nominate individuals to serve as directors and have their nominations �� for its annual meeting of shareholders by submitting a shareholder proposal in compliance with and subject to the provisions of the �� . No such shareholder proposal was received this �� process for nominating directors for election, please see “Advance Notice”.

Stakeholder Engagement

The Corporation is committed to engaging in constructive and meaningful communication with its shareholders and other stakeholders. We communicate with our shareholders and other stakeholders through our continuous disclosure, including through our annual and quarterly reports and this Circular, press �� through a variety of other channels, including our website, industry conferences, quarterly earnings calls and through direct outreach to key stakeholders from time to time.

Shareholders may communicate comments directly to the Board by writing to our Board �� exception of solicitations for the purchase or sale of products and services and other similar types of correspondence, will be directed accordingly. Alternatively, the Board Chair and �� [email protected].

��

The contents and the distribution of this Circular have been approved by the Board.

�� March 2023.

BY ORDER OF THE BOARD OF DIRECTORS

Annie Laurenson

Director, Governance and Corporate Secretary

Cautionary Statement on Forward-Looking Information

Certain of the statements made and information contained herein is “forward-looking information” within the meaning of applicable Canadian securities laws. All statements other than statements of historical facts included in this document constitute forward-looking information, �� the NCIB. Words such as “believe”, “expect”, “anticipate”, “contemplate”, “target”, “plan”, “goal”, “aim”, “intend”, “continue”, “budget”, “estimate”, “may”, “will”, “can”, “could”, “should”, “schedule” �� necessarily based upon various estimates and assumptions including, without limitation, the �� to the factors set forth below. While these factors and assumptions are considered reasonable by �� of current conditions and expected developments, these statements are inherently subject to ��

�� in the forward-looking statements and undue reliance should not be placed on such statements �� in mining including but not limited to risks to the environment, industrial accidents, catastrophic equipment failures, unusual or unexpected geological formations or unstable ground conditions, �� unavailable or inaccessible infrastructure, infrastructure failures, and risks related to ageing

�� including but not limited to those related to permitting and approvals, environmental and tailings �� environmental and regulatory risks associated with the structural stability of waste rock dumps �� corruption involving the Company, its customers, suppliers or employees, or the allegation �� www.sedar.com�� materially from those contained in forward-looking information, there may be other factors that cause results not to be as anticipated, estimated, forecast or intended and readers are cautioned that the foregoing list is not exhaustive of all factors and assumptions which may have been used. Should one or more of these risks and uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those described in forwardlooking information. Accordingly, there can be no assurance that forward-looking information will prove to be accurate and forward-looking information is not a guarantee of future performance. �� looking information contained herein speaks only as of the date of this document. The Company disclaims any intention or obligation to update or revise forward-looking information or to explain �� applicable law.

Appendix A Mandate of the Board of Directors

A. Introduction

�� Board ”) has the responsibility for the overall stewardship of the conduct of the business of Lundin Mining Corporation (the “ Corporation ”) and the activities of �� fundamental objectives are to enhance and preserve long-term shareholder value, and to ensure the Corporation meets its obligations on an ongoing basis and that the Corporation operates in a reliable and safe manner. In performing its functions, the Board should also consider the legitimate interests that its other stakeholders, such as employees, customers and communities, may have in the Corporation. In overseeing the conduct of the business, the Board, through the Chief Executive �� CEO ”), shall set the standards of conduct for the Corporation.

B. Procedures and Organization

The Board operates by delegating certain of its authorities to management and by reserving certain �� committees of the Board. Subject to the Articles and By-Laws of the Corporation and the Canada �� (the “ Act ”), the Board may constitute, seek the advice of and delegate powers, duties and responsibilities to committees of the Board.

�� appointed or nominated as a director in the calendar year following which that person has reached ��

Duties and Responsibilities

��

1. Legal Requirements

a. The Board has the responsibility to ensure that legal requirements have been met and ��
b. The Board has the statutory responsibility to:
i. manage or, to the extent it is entitled to delegate such power, to supervise the ��
ii. ��
iii. exercise the care, diligence and skill that reasonable, prudent people would exercise in ��
iv. act in accordance with its obligations contained in the Act and the regulations thereto, �� of Canada, and other relevant legislation and regulations.

2. Independence

The Board has the responsibility to ensure that appropriate structures and procedures are in place to permit the Board to function independently of management, including endeavouring to have a majority of independent directors as well as an independent Chair or an independent �� of Corporate Governance Practices” and set out by the Canadian Securities Administrators in �� be amended from time to time.

3. Strategy Determination

The Board has the responsibility to ensure that there are long-term goals and a strategic planning process in place for the Corporation and to participate with management directly or through its committees in developing and approving the mission of the business of the Corporation and the strategic plan by which it proposes to achieve its goals, which strategic plan takes into account, among other things, the opportunities and risks of the ��

4. Managing Risk

The Board has the responsibility to identify and understand the principal risks of the business in which the Corporation is engaged, to achieve a proper balance between risks incurred and the �� monitor and manage those risks with a view to the long-term viability of the Corporation.

5. Division of Responsibilities

The Board has the responsibility:

a. ��
b. to develop position descriptions for:
i. ��
ii. ��

iii. the Chair of each Board Committee

iv. ��
c. ��

To assist it in exercising its responsibilities, the Board hereby establishes four standing committees of the Board: the Audit Committee, the Corporate Governance and Nominating �� Committee. The Board may also establish other standing committees from time to time.

Each committee shall have a written mandate that clearly establishes its purpose, responsibilities, members, structure and functions. Each mandate shall be reviewed by the applicable Committee and Board regularly. The Board is responsible for appointing committee members.

6. Appointment, Training and Monitoring Senior Management

The Board has the responsibility:

a. ��
b. ��
c. ��
d. to ensure that adequate provision has been made to train, develop and compensate management and to ensure that all new directors receive a comprehensive orientation, fully understand the role of the Board and its committees, the nature and operation of the ��
e. ��
f. ��
g. ��
h. to set out expectations and responsibilities of directors including attendance at meetings and review of meeting materials.

7. Policies, Procedures and Compliance

The Board has the responsibility:

a. to ensure that the Corporation always operates within applicable laws, regulations and ��
b. ��
c. upon the recommendation of the Safety and Sustainability Committee, approve recommended actions relating to climate change and greenhouse gas emissions reductions as deemed appropriate.

8. Reporting and Communication

The Board has the responsibility:

a. to ensure the Corporation has in place policies and programs to enable the Corporation to ��
b. ��
c. ��
d. ��
e. ��
f. �� corporate governance principles and guidelines.

9. Monitoring and Acting

The Board has the responsibility:

a. ��
b. to act when performance falls short of its goals and objectives or when other special ��
c. to ensure that the Corporation has implemented adequate control and information systems ��
d. ��

Approved: ��

��

�� lundinmining.com

AI assistant

Lundin Mining Corporation — Proxy Solicitation & Information Statement 2023

46142_rns_2023-04-11_718dc257-d218-4fd3-80e9-44afd87e68e8.pdf

Notice of Annual Meeting of Shareholders and Availability of Proxy Materials

Why a Virtual-Only Meeting

How Can I Access the Virtual-Only Shareholders Meeting?

How Do I Vote My Shares in Advance?

How Do I Get an Electronic Copy of the Circular?

How Do I Get a Paper Copy of the Circular?

BY ORDER OF THE BOARD OF DIRECTORS

Table of Contents

Letter to Shareholders

Focused on Value Creation

Passing of Founder and Former Chair Lukas Lundin

Passing of Director Karen Poniachik

Executive and Board Changes

Positioned for the Future

Peter Rockandel

Adam Lundin

Our Sustainability Strategy

Mining responsibly to contribute to a more sustainable world.

ENVIRONMENTAL STEWARDSHIP

THRIVING COMMUNITIES

EMPOWERED

GOOD GOVERNANCE

ENVIRONMENTAL STEWARDSHIP

Environment:

Climate resilience:

Tailings stewardship:

THRIVING COMMUNITIES

Local economic development:

BUILDING RESILIENCE

Mining innovation:

Responsible production:

Economic performance:

EMPOWERED WORKFORCE

Zero harm:

Talent attraction and retention:

GOOD GOVERNANCE

Ethical business:

Human rights:

Sustainability Governance at Lundin Mining

Management Proxy Circular

Management of the Corporation is soliciting your proxy for the Meeting.

Currency

Delivery of Proxy Materials

Information About Voting

Why Is This Year’s Meeting Virtual Only?

Who Can Vote at ������������

How Can I Vote?

10:00 a.m. (Toronto time) on Tuesday

What technology will I need to access the Meeting?

����������������������������������� the Meeting?

Will I be able to ask questions at the Meeting?

Voting of proxies

Other important things to know

Questions About Voting

Quorum

Record Date

Interest of Certain Persons or Companies in Matters to Be Acted Upon

Voting Securities and Principal Holders Thereof

Business of the Meeting

Financial Statements

Election of Directors and Information Regarding Proposed Directors

Advance Notice

Appointment and Remuneration of Auditors

Auditors’ Fees

The Board recommends that shareholders

vote FOR the re-appointment of

PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year, ����������������������������������������� remuneration to be paid to the auditors.

Advisory Vote on the Corporation’s Approach to Executive Compensation

The Board recommends that shareholders vote FOR the resolution to accept the Corporation’s approach to executive compensation.

Election of Directors

������������������������

Adam I. Lundin

Non-Independent[������]

LUNDIN MINING BOARD AND BOARD COMMITTEES

567,934

US$133,252

C. Ashley Heppenstall

Lundin Mining Corporation Proxy Solicitation & Information Statement 2023

Who Can Vote at ��

�� the Meeting?

PricewaterhouseCoopers LLP, Chartered Professional Accountants, as auditors of the Corporation for the ensuing year, �� remuneration to be paid to the auditors.

��

Non-Independent[��]

Independent[��]

Independent[��]

Independent[��]

Independent[��]

Non-Independent[��]

Independent[��]

Environmental, Social and ��

��

��