Mineros S.A.

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NOTICE OF THE ORDINARY MEETING OF THE GENERAL SHAREHOLDERS ASSEMBLY

TO BE HELD ON MARCH 31, 2022

AND

MANAGEMENT INFORMATION CIRCULAR

Dated February 17, 2022

NOTICE OF THE ORDINARY MEETING OF THE GENERAL SHAREHOLDERS ASSEMBLY

Notice is hereby given that the President and Chief Executive Officer of Mineros S.A. (the “ Company ”), using the powers set out in Article 24 of the Company’s bylaws, has called an ordinary meeting (the “ Meeting ”) of the shareholders of the Company, to be held at 11:00 a.m. (Colombia Time) on March 31, 2022, at Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia.

Matters to be voted on or addressed will be as follows:

Verification of quorum and introduction to the Meeting.
Approval of the Meeting agenda.
Appointment of the commission for the review and approval of the minutes of the Meeting.
Presentation and approval of management’s annual report.
Presentation of the unconsolidated and consolidated Colombian financial statements of the Company as at and for the year ended December 31, 2021 (the “ Colombian Financial Statements ”).
Presentation of the Statutory Auditors’ Report.
Approval of the Colombian Financial Statements.
Presentation and approval of proposal for profit distribution by way of dividend.
Approval of the amendment of the Company’s Policy for the Election, Evaluation and Compensation of the Board of Directors.
Advisory vote on individual directors of the Company.
Election of the directors of the Company.
Approval of director compensation.
Any other business that may properly come before the Meeting.

The accompanying management information circular (the “ Circular ”) provides additional information relating to the matters to be dealt with at the Meeting. Shareholders are reminded to review all information contained in the Circular prior to voting.

Accessing online “listen-only” webcast of the Meeting

A live “listen-only” webcast of the Meeting will be publicly available through the Company’s website at www.mineros.com.co, starting at 11:00 am (Colombia Time) on March 31, 2022. Persons attending the live webcast will only be able to watch and listen to the proceedings of the Meeting, and will not otherwise be able to participate, vote, or ask questions.

Attending the Meeting

Registered shareholders (being shareholders who hold their common shares directly, registered in their own names) and duly appointed proxyholders will be able to attend, participate and vote at the Meeting.

Beneficial shareholders (being shareholders who hold their common shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholders will be able to attend the Meeting as guests , however they will not be able to vote at the Meeting.

Due to the ongoing concerns related to the spread of the coronavirus (COVID-19) and in order to protect the health and safety of shareholders, employees, other stakeholder and the community, all persons who attend the Meeting in person will be required to show valid proof of vaccination in order to enter the premises , in accordance with applicable health regulations and venue policies. We ask that shareholders also review and follow the instructions of any health authorities of Colombia, the Province of Antioquia, the City of Medellín, and any other place you must travel through to attend the Meeting. Please do not attend the Meeting in person if you are experiencing any cold or flu-like symptoms, or if you or someone with whom you have been in close contact has been sick with symptoms associated with, or tested positive form COVID-19. The Company reserves the right to deny entry to the Meeting to persons who fail to show valid proof of vaccination, and to take any additional precautionary measures deemed to be appropriate, necessary or advisable in relation to the Meeting in response to further developments in the COVID-19 pandemic and in order to ensure compliance with federal, provincial and local laws and orders.

Voting at the Meeting

The directors have fixed February 16, 2022, as the record date (the “ Record Date ”) for the determination of shareholders in the Canadian market entitled to receive notice of the Meeting or any adjournment or postponement thereof. For beneficial shareholders, only shareholders of record at the close of business on that date are entitled to vote at the Meeting. In accordance with Colombian corporate law, any registered holder of common shares of record on the Meeting date is entitled to vote the common shares registered in such shareholder’s name on each matter to be acted upon at the Meeting.

A shareholder entitled to attend and vote at the Meeting is entitled to appoint a proxyholder to attend and vote in such shareholder’s place by means of the enclosed form of proxy or voting instruction form (for shareholders in the Canadian market), or a special power of attorney granted in writing in accordance with articles 184 and 185 of the Colombian Commercial Code and article 23 of Law 222 of 1995 (Colombia). A form of special power of attorney for use at the Meeting is available to shareholders in the Colombian market on the Company’s website at www.mineros.com.co.

Shareholders who are unable to attend the Meeting or any adjournment or postponement thereof are requested to read the notes accompanying the applicable voting document and then complete, sign, and date the applicable voting document, and return it in the manner, time and to the location set out in the notes to such voting document.

Except in cases of legal representation, members of management and employees of the Company may not be appointed as proxyholders, or vote on the Company’s financial statements, management report, or profit distribution proposal.

Notice-and-Access

The Company is using the notice-and-access procedure (“ notice-and-access ”) adopted by the Canadian Securities Administrators for the delivery of the Circular, the accompanying proxy-related materials, the financial statements for the year ended December 31, 2021, and associated management’s discussion and analysis (collectively, the “ meeting materials ”) to shareholders. Under notice-and-access, shareholders are still entitled to receive a form of proxy or voting instruction form enabling them to vote at the Meeting. However, instead of receiving paper copies of the meeting materials, including the Circular, shareholders receive a notice with information about how to access

the Circular electronically. Notice-and-access reduces costs and is more environmentally friendly as it reduces the printing and mailing of documents.

For more information about notice-and-access procedures, please call toll-free within North America, at 1 (866) 600-5869.

Meeting Materials and Right of Inspection

Electronic copies of the Circular, and the other meeting materials are available on the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) at www.sedar.com and on the Company’s website at www.mineros.com.co.

Shareholders may request to receive paper copies of the meeting materials by mail at no cost. Requests may be made up to one year from the date the meeting materials were filed on SEDAR. Should you wish to receive a paper copy of the meeting materials or if you have any questions about notice-andaccess, please contact our Canadian transfer agent, TSX Trust Company by calling toll-free, within North America, at 1 (866) 600-5869, or from outside North America at (416) 342-1091, or by email at [email protected]. A paper copy will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting. A request for paper copies which are required in advance of the Meeting should be sent so that it is received by the Company by March 22, 2022, in order to allow sufficient time for the shareholder to receive the paper copies and to return the relevant voting document by its due date.

As of March 8, 2022, shareholders will be able to exercise their right to inspect the books and other documents of the Company, as provided in articles 446 and 447 of the Colombian Commercial Code, at the Company's headquarters at Cra. 43A no. 14-109, NovaTempo Building, 6[th] floor, Medellín, Antioquia, Colombia, from 8:00 a.m. to 4:00 p.m. with a prior appointment that must be requested by emailing [email protected] in order to comply with healthy and safety protocols.

/s/ “Andrés Restrepo Isaza ”

Andrés Restrepo Isaza President and Chief Executive Officer Medellín, February 17, 2022

MANAGEMENT INFORMATION

CIRCULAR .......................................... 1 Exchange Rate and Currency Information ............................... 1 GENERAL PROXY INFORMATION ............... 1 Solicitation of Proxies .......................... 1 Appointment and Revocation of Proxies .................................... 2 Exercise of Discretion .......................... 2 Advice to Beneficial Holders of Common Shares in the Canadian Market ..................... 2 Voting by Mail, Telephone or Online ...................................... 3 Notice-and-Access .............................. 4 Record Date ........................................ 4 Voting Shares and Principal Holders of Voting Shares ......... 5 Interests of Certain Persons or Companies in Matters to be Acted Upon ......................... 5

MATTERS TO BE ACTED UPON AT

THE MEETING .................................... 5

Approval of Meeting Agenda .................................... 5
Appointment of the Review Commission ................ 5
Approval of Management Report ...................................... 6
Approval of Colombian Financial Statements ............... 6
Approval of Profit Distribution ............................... 7
Amendment of Policy for the Election, Evaluation and Compensation of the Board of Directors .................... 8
Advisory Vote on Individual Directors .................. 8
Election of Directors ................. 9 9. Approval of Director Compensation ....................... 19

STATEMENT OF EXECUTIVE COMPENSATION ............................. 20 Compensation Discussion &

Incentive Plan Awards ...................... 29 Employment Agreements .................. 30 Director Compensation ..................... 30 OTHER INFORMATION ............................... 31 Securities Authorized for Issuance Under Equity Compensation Plans ............. 31 Indebtedness of Directors and Executive Officers ................. 32 INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS.............................. 32 STATEMENT ON CORPORATE GOVERNANCE ................................ 32 Board of Directors ............................. 33 Board Committees ............................ 36 Position Descriptions ........................ 40 Orientation and Continuing Education .............................. 40 Ethical Business Conduct ................. 41 Nomination of Directors .................... 41 Board, Committee and Director Assessment .......................... 43 Director Term Limits and Other Mechanisms of Board Renewal ................................ 44 Diversity on the Board and in Executive Officer Positions ............................... 44 ADDITIONAL INFORMATION ...................... 45 APPENDIX 1 ............................................... 1-1 AMENDED POLICY FOR THE ELECTION, EVALUATION AND COMPENSATION OF THE BOARD OF DIRECTORS

APPENDIX 2 ............................................... 2-1 2021 GOVERNANCE REPORT APPENDIX 3 ............................................... 3-1 AUDIT AND RISK COMMITTEE CHARTER

Analysis ................................. 20 Compensation Risk ........................... 28 Summary Compensation Table ......... 28

MANAGEMENT INFORMATION CIRCULAR

This management information circular (the “ Circular ”) relates to the ordinary meeting (the “ Meeting ”) of shareholders of the Company to be held at Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia on March 31, 2022, and contains information as of February 17, 2022 (unless otherwise noted). As a result of the Company’s initial public offering in Canada, completed, in November 2021, the Company is a reporting issuer in Canada. Accordingly, this Circular is provided to shareholders pursuant to the requirements of National Instrument 51-102 – Continuous Disclosure Obligations (“ NI 51-102 ”) of the Canadian Securities Administrators.

The Meeting has been called for the purposes set forth in the Notice of Ordinary Meeting of Shareholders (the “ Notice of Meeting ”) that accompanies this Circular.

References in this Circular to “ we ”, “ us ”, “ our ” and similar terms, as well as references to “ Mineros ”, or the “ Company ”, refer to Mineros S.A. and its subsidiaries as constituted on the date of this Circular. References to the “ Board ” refer to the board of directors of the Company.

Exchange Rate and Currency Information

This Circular contains references to U.S. dollars and Colombian pesos. All dollar amounts referenced in this Circular are expressed in U.S. dollars or “$”. References to “Colombian pesos” or “COP$” refer to the legal tender of Colombia.

The following table sets out the average exchange rates for each period indicated according to information published by the Central Bank of Colombia.

One U.S. dollar in Colombian pesos…………… One Colombian peso in U.S. dollars .................	Year Ended December 31	Year Ended December 31	Year Ended December 31
	2021 COP$3,743.09 $0.000267	2020 COP$3,693.36 $0.000270	2019
			COP$3,281.09 $0.000305

On February 16, 2022, being the last business day before the date of this Circular, the market exchange rate for Colombian pesos in terms of the U.S. dollar, as quoted by the Central Bank of Colombia, was $1.00 = COP$3,946.88, and the exchange rate of Colombian pesos into U.S. dollars was COP$1.00 = $0.000253.

GENERAL PROXY INFORMATION

Solicitation of Proxies

This Circular is furnished in connection with the solicitation by the management of the Company of proxies to be used at the Meeting and at all adjournments of the Meeting, for the purposes set out in the accompanying Notice of Meeting . It is expected that the solicitation will be made primarily by mail (subject to the use of notice-and-access provisions in relation to the delivery of this Circular). The Company may, at its discretion, pay brokers or other persons holding common shares of the Company in their own names, or in the names of nominees, for their reasonable expenses for sending proxies and this Circular to certain beneficial owners of common shares and obtaining proxies from them. The total cost of the solicitation will be borne directly by the Company.

Shareholders who hold their shares through the Depósito Centralizado de Valores de Colombia Deceval S.A. (“Deceval”) , being the Colombian depositary, registrar and transfer agent for the

common shares listed on the Colombian Stock Exchange ( Bolsa de Valores de Colombia – BVC ), will continue to vote their common shares in accordance with the rules and regulations of the Colombian system.

Appointment and Revocation of Proxies

Registered shareholders may attend the Meeting in person or may be represented by proxy. Nonregistered holders of common shares should read the information under “ Advice to Beneficial Holders of Common Shares ”.

The persons named as proxyholders in the enclosed form of proxy are representatives of Uribe Henao Abogados, a Colombian law firm retained by the Company. A shareholder has the right to appoint a person (who need not be a shareholder of the Company) other than the persons specified in the form of proxy to attend and act on behalf of that shareholder at the Meeting. This right may be exercised by striking out the names of the persons specified in the form of proxy, inserting the name of the person to be appointed in the blank space provided in the form of proxy, signing the form of proxy and returning it in the manner set out in the form of proxy.

A shareholder who has given a proxy may revoke it (a) by depositing an instrument in writing, including another completed form of proxy, executed by that shareholder or shareholder’s attorney authorized in writing either: (i) at the registered office of the Company at any time up to and including the last business day preceding the date of the Meeting or any adjournment of the Meeting; or (ii) with the chair of the Meeting prior to the commencement of the Meeting on the day of the Meeting or any adjournment of the Meeting; or (b) in any other manner permitted by applicable law.

Exercise of Discretion

The persons named in the enclosed form of proxy will vote the shares in respect of which they are appointed by proxy on any ballot that may be called for in accordance with the instructions contained in that proxy. If the shareholder specifies a choice with respect to any matter to be acted upon, the shares will be voted accordingly. In the absence of a specified choice, the shares will be voted FOR each of the matters referred to in this Circular.

The enclosed form of proxy confers discretionary authority upon the persons named in it with respect to amendments to, or variations of, matters identified in the Notice of Meeting, and with respect to other matters, if any, which may properly come before the Meeting. At the date of this Circular, management of the Company knows of no such amendments, variations or other matters to come before the Meeting. However, if any other matters that are not now known to management should properly come before the Meeting, the proxy will be voted on those matters in accordance with the best judgment of the named proxy.

Advice to Beneficial Holders of Common Shares in the Canadian Market

The information set out in this section is of significant importance to many holders of common shares, as a substantial number of shareholders outside of Colombia hold their common shares through The Canadian Depository for Securities Limited (“CDS”) system and do not hold common shares in their own name. Shareholders who do not hold their common shares in their own name (referred to as “ Beneficial Shareholders ”) should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. If common shares are listed in an account statement provided to a shareholder by a broker, then, in almost all cases, those common shares will not be registered in the shareholder’s name on the records of the Company. Those shares will more likely be registered under the name of the shareholder’s broker or an agent of that broker. More

particularly, a person is a Beneficial Shareholder in respect of common shares which are held on behalf of that person but which are registered either: (i) in the name of an intermediary that the Beneficial Shareholder deals with in respect of the common shares (intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (ii) in the name of a clearing agency (such as CDS), of which the intermediary is a participant. In Canada, the vast majority of those shares are registered under the name of CDS, which acts as nominee for many Canadian brokerage firms. Common shares held by brokers or their nominees can only be voted upon the instructions of the Beneficial Shareholder. Without specific voting instructions, brokers and their nominees are prohibited from voting common shares held for Beneficial Shareholders. Therefore, Beneficial Shareholders should ensure that instructions respecting the voting of their common shares are communicated to the appropriate person or that the common shares are duly registered in their name.

Beneficial Shareholders should note that only proxies deposited by shareholders whose names appear on the records of the Company as the registered holders of common shares can be recognized and acted upon at the Meeting. Beneficial Shareholders may be non-objecting beneficial owners (“ NOBOs ”) or objecting beneficial owners (“ OBOs ”). You are an OBO if you have not allowed your intermediary to disclose your ownership information to us. You are a NOBO if you have provided instructions to your intermediary to disclose your ownership information to us.

Applicable Canadian securities regulatory policy requires intermediaries/brokers to seek voting instructions from Beneficial Shareholders in advance of shareholders’ meetings. Every intermediary/broker has its own mailing procedures and provides its own return instructions to clients, which should be carefully followed by Beneficial Shareholders in order to ensure that their common shares are voted at the Meeting.

In Canada, the majority of brokers now delegate responsibility for obtaining voting instructions from Beneficial Shareholders to Broadridge Investor Communication Solutions (“ Broadridge ”). Broadridge supplies a voting instruction form (“ Broadridge VIF ”) and asks Beneficial Shareholders to complete and return the Broadridge VIF to Broadridge in accordance with the instructions set out in the Broadridge VIF. Broadridge then tabulates the results of all instructions received and provides appropriate instructions respecting the voting of common shares to be represented at the Meeting. A Beneficial Shareholder receiving such a Broadridge VIF from Broadridge cannot use that Broadridge VIF to vote common shares directly at the Meeting. The Broadridge VIF must be returned to Broadridge well in advance of the Meeting in order to instruct Broadridge how to vote the common shares.

If you are a Beneficial Shareholder, and wish to attend the Meeting in person or appoint some other person or company, who need not be a shareholder, to attend and act on your behalf at the Meeting or any adjournment or postponement of the Meeting, please follow the instructions contained in the Broadridge VIF.

Voting by Mail, Telephone or Online

Please refer to the voting instructions on the form of proxy (for shareholders registered on the Company’s Canadian register), voting instruction form (for Beneficial Shareholders in the Canadian market), or the special power of attorney for voting (for shareholders in the Colombian market).

Notice-and-Access

The Company has elected to use the notice-and-access provisions under National Instrument 54-101 – Communication with Beneficial Owners of Securities of a Reporting Issuer (“ NI 54-101 ”) and NI 51-102 for distribution of this Circular, the accompanying proxy-related materials, the financial statements for the year ended December 31, 2021, and associated management’s discussion and analysis (collectively, the “ meeting materials ”) to shareholders.

Notice-and-access is a set of rules that allows issuers to post electronic versions of proxy-related materials (such as proxy circulars and annual financial statements) online, via the System for Electronic Document Analysis and Retrieval (“ SEDAR ”) and one other website, rather than mailing paper copies of those materials to shareholders. Electronic copies of this Circular and other meeting materials may be found on the Company’s page on SEDAR at www.sedar.com, and on the Company’s website at www.mineros.com.co.

Although this Circular will be posted online as noted above, shareholders will receive paper copies of a “notice package” via prepaid mail, courier or the equivalent containing information prescribed by NI 54101 and NI 51-102, along with the relevant voting document. The notice package also includes instructions to shareholders on how to request delivery of printed copies of the meeting materials.

Shareholders may request to receive paper copies of the meeting materials by mail at no cost. Requests may be made up to one year from the date the meeting materials were filed on SEDAR. Should you wish to receive a paper copy of the meeting materials or if you have any questions about notice-andaccess, please contact our Canadian transfer agent, TSX Trust Company by calling toll-free, within North America, at 1 (866) 600-5869, or from outside North America at +1 (416) 342-1091, or by email at [email protected]. A paper copy will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting. A request for paper copies which are required in advance of the Meeting should be sent so that it is received by the Company by March 22, 2022, in order to allow sufficient time for the shareholder to receive the paper copies and to return the relevant voting document by its due date.

No shareholder will receive a paper copy of this Circular or any of the other meeting materials unless that shareholder specifically requests a paper copy.

Accessing online “listen-only” webcast of the Meeting

Record Date

The directors have fixed February 16, 2022, as the record date for the determination of shareholders in the Canadian market entitled to receive notice of the Meeting. For Beneficial Shareholders in the Canadian market, only shareholders of record at the close of business on that date are entitled to vote at the Meeting. In accordance with Colombian corporate law, any registered holder of common shares of record on the Meeting date is entitled to vote the common shares registered in such shareholder’s name on each matter to be acted upon at the Meeting.

Voting Shares and Principal Holders of Voting Shares

As at February 16, 2022, there were 299,737,402 common shares of the Company issued and subscribed. Each common share has the right to one vote on each matter at the Meeting. Unless otherwise specified, a simple majority of the votes cast at the Meeting, whether in person, by proxy, or otherwise, will constitute approval of each matter to be acted upon at the Meeting.

To the knowledge of the directors and executive officers of the Company, the following table sets out the shareholders who beneficially owned, controlled or directed, directly or indirectly, 10% or more of the common shares as at February 16, 2022.

Name of Shareholder(1)	Number of Common Shares Owned or Controlled 91,103,743 33,723,236	Percentage of Outstanding Common Shares(2)
Mercantil Colpatria S.A.(3) ....................................... Negocios y Representaciones S.A.S........		30.4% 11.3%

Notes:

(1) To our knowledge, none of the common shares, are or will be, subject to any voting trust or similar agreement.

(2) Calculated taking into account the number of common shares that are issued and outstanding, excluding, for greater certainty, the 56,218,850 common shares that are held by the Company and which do not have any voting or other rights as they are not considered outstanding (shareholder rights associated with common shares are suspended while they are held by the Company).

(3) Mercantil Colpatria S.A. directly holds 2,370,244 common shares, and indirectly holds 46,325,781 common shares through Banderato Colombia S.A., 31,744,486 common shares through Vince Business Colombia S.A.S., 5,555,556 common shares through Vince Business Corp., and 5,107,676 common shares through Compañía de Inversiones Colpatria S.A. Mercantil Colpatria S.A. is the parent company of the group.

Interests of Certain Persons or Companies in Matters to be Acted Upon

Except as set out below, management of the Company is not aware of a material interest, direct or indirect, by way of beneficial ownership of shares or otherwise, of any director or officer of the Company at any time since the beginning of the Company’s last financial year, of any proposed nominee for election as a director of the Company, or of any associate or affiliate of any such person, in any matter to be acted upon at the Meeting other than the election of directors.

Each proposed nominee for election as a director of the Company has a personal financial interest in the resolution to approve director compensation, as such resolution will determine the compensation payable to the members of the Board, including the fees payable for attending Board and committee meetings.

MATTERS TO BE ACTED UPON AT THE MEETING

1. Approval of Meeting Agenda

The agenda of the Meeting set out in the Notice of Meeting, with or without variation, will be presented to the Meeting. Shareholders will be asked to pass a resolution approving the Meeting agenda. In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the Meeting agenda.

2. Appointment of the Review Commission

Colombian corporate law requires that a commission for the scrutiny, review and approval of minutes (the “ Review Commission ”) be appointed at the Meeting. The Review Commission will verify the results of each vote during the Meeting. After the Meeting is adjourned, the Review Commission will be asked to review and approve the minutes of the Meeting.

At the Meeting, a Review Commission consisting of two shareholders or proxyholders will be proposed by the Chair of the Meeting. Shareholders will be asked to pass a resolution to appoint the Review Commission. In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the resolution to appoint the Review Commission.

3. Approval of Management Report

Management’s annual report to the General Shareholders Assembly for the year ended December 31, 2021 (the “ Management Report ”), will be presented to the Meeting. The Management Report describes the development of the Company's business during 2021, as well as Mineros’ legal, economic, and administrative status as at December 31, 2021. A copy of the Management Report is available online at www.mineros.com.co/en/Investors/Annual-Shareholders-Meeting.

As required by the Colombian Commercial Code and Colombian securities laws (together, the “ Colombian Regulations ”), shareholders will be asked to pass a resolution approving the Management Report.

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the Management Report.

In accordance with the Colombian Regulations, persons who are directors, officers or employees of the Company, while they hold such positions, may not vote on resolutions of the General Shareholders Assembly with respect to the Management Report.

4. Approval of Colombian Financial Statements

Colombian Financial Statements

In accordance with the Colombian Regulations and in connection with the Company’s listing on the Colombian Stock Exchange, the Company is required to prepare financial statements in accordance with Colombian Financial Reporting Standards, which are based on the International Financial Reporting Standards (“ IFRS ”) as adopted in Colombia by the Technical Council for Public Accounting ( Consejo Técnico de la Contaduria Publica ). Such financial statements are prepared in Spanish and denominated in Colombian pesos, and are subject to a statutory audit requirement under the Colombian Regulations.

The unconsolidated and consolidated financial statements of the Company as at and for the year ended December 31, 2021 (collectively, the “ Colombian Financial Statements ”), together with the report of Deloitte & Touche Ltda. and the Company’s statutory auditors, will be presented to the Meeting.

As required by the Colombian Regulations, shareholders will be asked to pass a resolution approving the Colombian Financial Statements. In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the Colombian Financial Statements .

Canadian Financial Statements

As a result of becoming a reporting issuer in Canada, the Company is required to prepare financial statements in accordance with IFRS as issued by the International Accounting Standards Board (the “ Canadian Financial Statements ”). Such financial statements are prepared in English and denominated in United States dollars. Copies of the audited consolidated Canadian Financial Statements of the Company as at and for the fiscal year ended December 31, 2021, and the auditors’ report thereon, have been delivered, where required, to shareholders in accordance with applicable Canadian securities laws and have been filed under the Company’s profile at www.sedar.com. No vote is required or proposed to be taken with respect to such financial statements.

5. Approval of Profit Distribution

At the Meeting, shareholders will be asked to consider and approve, with or without variation, the distribution of the Company’s profits by way of dividend proposed by the Board, as set out below:

Profit Distribution Proposal Fiscal year ended December 31, 2021

	($)	(COP$)(1)
Profit for the year	43,271,203	161,395,689,584
Minus: Transfers to reserves as follows:
Reserve for new projects	42,271,203	157,665,825,872
Reserve for asset protection	1,000,000	3,729,863,711
Plus: Release of untaxed reserves from previous years
Transfer from reserve for the payment of untaxed dividends	19,387,015	72,310,924,318
Available for distribution to shareholders	19,387,015	72,310,924,318
The following distribution is proposed:
Payment of untaxed dividend	19,387,015	72,310,924,318

Note:

(1) U.S. dollar amounts converted to Colombian pesos for informational purposes, based on the average monthly Representative Market Rate ( Tasa Representativa del Mercado – TRM) published by the Colombian Superintendence of Finance for the year ended December 31, 2021 of $1.00 = approximately COP$3,729.86.

Based on the foregoing proposal, a shareholder will be entitled to receive payment of an ordinary dividend in respect of each common share held equal to four installments of $0.0162 ($0.0648 in total), payable quarterly on April 20, July 22, and October 20 2022, and January 20, 2023.

The profit distribution proposal approved by the Board represents a distribution of 44.8% of the Company’s profit for the year in fiscal 2021. This is in line with the Company’s dividend policy, which is to pay in dividends at least 15% of the net income of the prior fiscal year, provided that this allows, in good faith, to maximize the long-term value of the Company.

Payment of each dividend installment will be made for all outstanding shares on the applicable payment date to all registered shareholders within a specified ex dividend period.

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the profit distribution proposed by the Board.

6. Amendment of Policy for the Election, Evaluation and Compensation of the Board of Directors

At the Meeting, shareholders will be asked to consider and, if deemed advisable, pass a resolution approving the amendment of the Policy for the Election, Evaluation and Compensation of the Board of Directors of the Company (the “ Policy for the Election, Evaluation and Compensation of the Board of Directors ”).

The Policy for the Election, Evaluation and Compensation of the Board of Directors regulates the composition of the Board, eligibility to serve as a director, the competencies and skills of individual directors and the Board as a whole, and director evaluation and compensation. Amendment of the Policy for the Election, Evaluation and Compensation of the Board of Directors is subject to approval by the General Shareholder Assembly.

The Policy for the Election, Evaluation and Compensation of the Board of Directors is reproduced in Appendix 1 to this Circular in a form that shows both the original and proposed amended language. The Board, on the recommendation of the Corporate Governance and Sustainability Committee, proposes that amendments be adopted:

to revise Appendix “A” to the Policy for the Election, Evaluation and Compensation of the Board of Directors, which sets out the competencies, skills and expertise required to be held by the Board, and to empower the Board, with the support of the Corporate Governance and Sustainability Committee, to further revise Appendix “A” to the from time to time to respond to market changes and the needs of the Company;
to clarify that the Corporate Governance and Sustainability Committee is responsible for assessing the independence of each director pursuant to the parameters established by applicable laws;
to require candidates for nomination for election as directors to provide a declaration certifying their independence under the Policy for the Election, Evaluation and Compensation of the Board of Directors, and to require the Corporate Governance and Sustainability Committee to verify and certify the eligibility and independence of each candidate.

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the amended Policy for the Election, Evaluation and Compensation of the Board of Directors.

7. Advisory Vote on Individual Directors

As a condition of the grant to the Company by the TSX of an exemption from the individual voting and majority voting requirements applicable to listed issuers under TSX policies, at each meeting of the General Shareholders Assembly at which directors are to be elected, shareholders will be provided with an advisory vote in respect of each individual director that is proposed for election by the Company. See “ Election of Directors – Individual and Majority Voting ”. The results of such vote are not binding on the Company. However, they will be publicly disclosed and will be taken into account by the Corporate Governance and Sustainability Committee when nominating and providing disclosure to shareholders regarding candidates for election at the next meeting of the General Shareholders Assembly at which directors are to be elected.

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the non-binding advisory approval of each individual director proposed by the Company for election at the Meeting.

8. Election of Directors

Electoral Quotient System

In accordance with the Colombian Regulations, the Board of Directors is elected by way of the electoral quotient system, which requires the directors to be elected on the basis of slates of nominees proposed for election pursuant to the electoral quotient system. See “ Statement on Corporate Governance – Nomination of Directors – Electoral Quotient System ”.

Individual Voting and Majority Voting

Shareholders may not vote for the election of directors on an individual basis, and the Company has not adopted a majority voting policy given that the Colombian Regulations require the directors to be elected on the basis of slates of nominees proposed for election pursuant to the electoral quotient system. The Company has been granted an exemption from the individual voting and majority voting requirements applicable to listed issuers under TSX policies on grounds that compliance with such requirements would constitute a breach of the Colombian Regulations.

Proposed Slate of Directors

The Company, on the recommendation of the Corporate Governance and Sustainability Committee, has proposed that the slate of nine directors whose names are set out below be elected as directors of the Company, in the following order:

Eduardo Pacheco Cortés
Dieter W. Jentsch
José Fernando Llano Escandón
Luis Santiago Perdomo Maldonado
Juan Carlos Páez Ayala
Mónica Jiménez González
Sergio Restrepo Isaza
Alberto Mejía Hernández
Beatriz Orrantia

Each nominee is currently a director of the Company. The directors were elected at the last ordinary meeting of the General Shareholders Assembly, which was held on March 25, 2021. Each director’s term of office is one year from the date of their election. The members of the Board will remain in office until they resign, or are removed or replaced by the General Shareholders Assembly.

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the slate of directors set out below.

The following tables sets out certain information as at the date of this Circular with respect to each person proposed to be nominated by management for election as a director.

Eduardo Pacheco Cortés (Independent)

Bogotá, Colombia

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Director since: March 18, 2005

Areas of expertise:

Corporate strategy
M&A (Mergers and Acquisitions)
Accounting and finance
International business
Management of publicly listed companies

Mr. Pacheco is the Chief Executive Officer and a director of Mercantil Colpatria S.A., a position he has held since 1997.

He is an economist and holds a bachelor degree from the Universidad de los Andes, with more than 30 years of experience leading companies in the financial sector. Additionally, he holds an MBA from New York University. Prior to Mercantil Colpatria, he led Corporación Popular de Ahorro y Vivienda (CORPAVI), the financial institution and a predecessor to Scotiabank Colpatria S.A., Instituto Nacional de Vivienda de Interés Social y Reforma Urbana (INURBE), formerly a part of the Colombian Ministry of Housing, and was Executive Vice President at Capitalizadora Colpatria (now AXA Colpatria Capitalizadora S.A.), a Colombian insurance company. 2021 Board and Committee Membership Attendance Board of Directors (Chair) 4 of 7 (57%) Corporate Governance and Sustainability Committee 1 of 3 (33%) Public board memberships None. Securities held Common shares: 333,361

Dieter W. Jentsch (Independent)

Ontario, Canada

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Director since: April 3, 2020

Areas of expertise:

Corporate strategy
M&A (Mergers and Acquisitions)
Risk management
Accounting and finance
International business

Mr. Jentsch is a former senior executive at the Bank of Nova Scotia, with a 35-year career in Corporate Banking, Capital Markets, and Commercial and Retail Banking in both Canadian and international markets including Latin America. He was most recently Group Head, Global Banking and Markets from 2016 until his retirement in 2018. He presently serves as a director on various public and non-public boards including Jim Pattison Group Inc., Canfor Corporation, Canfor Pulp Products Inc. and the Vineland Research & Innovation Centre.

Mr. Jentsch holds a Bachelor of Science (Agriculture) and an MBA both from the University of British Columbia and a diploma in Advanced Management from the INSEAD (European Institute of Business). Mr. Jentsch also holds a diploma from the Directors Education Program of the Institute of Corporate Directors at the Rotman School of Business, University of Toronto.


2021 Board and Committee Membership	Attendance
Board of Directors	7 of 7 (100%)
Audit and Risk (Chair)	6 of 6 (100%)
Business Opportunities and Optimization	2 of 2 (100%)

Public board memberships
Canfor Corporation (TSX)
Canfor Pulp Products Inc. (TSX)
Securities held
Common shares: 100,000

José Fernando Llano Escandón (Independent)

Bogotá, Colombia

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Director since: March 18, 2009

Areas of expertise:

Corporate strategy
M&A (Mergers and Acquisitions)
Risk management
Accounting and finance
Legal
International business
Management of publicly listed companies

Mr. Llano is currently President of Private Equity and Infrastructure of Mercantil Colpatria S.A., a position that he has held since 2010.

Mr. Llano holds a degree in Business Administration from INALDE School of Business (Universidad de la Sabana), with extensive experience in financial services, private equity and risk management and controls. Additionally, he studied Law and Socioeconomics at Pontificia Universidad Javeriana.

As Vice President of Planning and Controls of Mercantil Colpatria S.A., he led strategic planning for Grupo Colpatria’s banking, insurance and construction business units. Additionally, he has more than 10 years of experience as Vice President of Sales in the banking and pension and severance sector.

	severance sector.
	2021 Board and Committee Membership Board of Directors Business Opportunities and Optimization (Chair) Executive Compensation	Attendance 7 of 7 (100%) 2 of 2 (100%) 3 of 3 (100%)

	Public board memberships None.
	Securities held
	Common shares: 100,000

Luis Santiago Perdomo Maldonado (Independent)

Bogotá, Colombia

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Director since: July 31, 2002

Areas of expertise:

Corporate strategy
M&A (Mergers and Acquisitions)
Risk management
Accounting and finance
Human resources and compensation
Corporate governance

Mr. Perdomo is currently Delegate in Charge of Mercantil Colpatria S.A., a position that he has held since 2018.

Mr. Perdomo holds a degree in Business Administration from the Colegio de Estudios Superiores de Administración and has over 40 years of experience in the Colombian banking industry, having held senior management positions, including that of Chief Executive Officer of Scotiabank Colpatria from 1994 to 2018. He has been a member of several boards of directors in Colombian and Latin American companies in various economic sectors. In addition to the Company, he sits on the board of directors of Ecopetrol S.A., and Deviandes SAC. He is also a founding member of the Colombian Institute of Corporate Governance.


	2021 Board and Committee Membership	Attendance
	Board of Directors Corporate Governance and Sustainability	7 of 7 (100%) 3 of 3 (100%)
	Executive Compensation	3 of 3 (100%)
	Public board memberships
	Ecopetrol S.A.
	Securities held

Common shares: 60,000
Management of publicly listed companies

Juan Carlos Páez Ayala (Independent)

Bogotá, Colombia

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Director since: March 22, 2017

Areas of expertise:

Risk management
Accounting and finance
International business
Human resources and compensation

Mr. Páez is Executive Vice President and a director of Corporación Financiera Colombiana S.A. (Corficolombiana S.A.), a position he has held since 2012.

Mr. Páez holds a Bachelor of Science (Civil Engineering) from Universidad de los Andes (Colombia) and has over 27 years of experience in the financial sector. He also holds a post-graduate degree in Finance and an MBA from Universidad de los Andes (Colombia).

Prior to being an Executive Vice President at Corporación Financiera Colombiana S.A., Mr. Páez was the Treasurer at Banco de Bogotá S.A. He was also Vice President of Finance at the social development Banco de Crédito y Desarrollo Social Megabanco S.A. and held various positions at Financiera de Desarrollo Territorial S.A. (Findeter). He is also a director at Fiduciaria Corficolombiana S.A., Leasing Corficolombiana S.A., Casa de Bolsa S.A. and was a director at Fundación Corficolombiana and other companies, mainly in the infrastructure industry.


2021 Board and Committee Membership	Attendance
Board of Directors	7 of 7 (100%)
Audit and Risk	6 of 6 (100%)

Public board memberships
None.
Securities held

None.

Mónica Jiménez González (Independent)

Bogotá, Colombia

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Director since: April 3, 2020

Areas of expertise:

Mining industry experience
M&A (Mergers and Acquisitions)
Legal
Environment, Sustainability and Governance (ESG)
International business
International and corporate Law
Management of publicly listed companies
Communications, investor relations, public relations and media
Crisis management

Ms. Jiménez is currently the Secretary General of Ecopetrol S.A., a position she has held since 2016, and is a member of the board of directors of Ecopetrol subsidiary Esenttia S.A. She is also a director at the Corporate Governance Center of Universidad de los Andes, and a member of the Court of Arbitration of the International Chamber of Commerce.

Ms. Jiménez holds a Juris Doctor from Universidad de los Andes, a postgraduate degree in Civil Liability and Damages from Universidad Externado de Colombia and a Master of Economic Development Studies from the London School of Economics and Political Science (LSE).

Ms. Jiménez is a lawyer qualified in Colombia, and a qualified practitioner of foreign law recognized by the Law Society of British Columbia. In her current position as Secretary General of Ecopetrol S.A., Ms. Jiménez leads corporate affairs, including corporate governance for Ecopetrol and its group of companies, Environment, Sustainability and Governance (ESG) programs, and corporate communications. She also provides legal advice to Ecopetrol’s board of directors and Chief Executive Officer, advises on international arbitration strategy matters, and acts as Corporate Secretary of the board of directors.

	Previously, she worked in Canada for over 15 years, including as a	Previously, she worked in Canada for over 15 years, including as a
	lawyer at Fasken Martineau DuMoulin LLP in Vancouver from 2006 to
	2015, specializing in international arbitration and corporate social
	responsibility.
	2021 Board and Committee Membership	Attendance
	Board of Directors	7 of 7 (100%)
	Corporate Governance and Sustainability (Chair)	3 of 3 (100%)

	Public board memberships
	None.
	Securities held

None.

Sergio Restrepo Isaza (Independent)

Medellín, Colombia

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Mr. Restrepo is currently a Partner of Exponencial Banca de Inversion S.A.S., a position he has held since 2016. He is also a director at Ecopetrol S.A., Odinsa S.A, and Consorcio Financiero S.A. (Chile) and Chair of the board of directors of Servicios Grupo BIOS S.A.S.

Mr. Restrepo holds a degree in Business Administration from Universidad EAFIT (Colombia), and a Master of Science (Management) from the Sloan Program at the Stanford Graduate School of Business, Stanford University. He has extensive experience in audit and risk matters. During his time in the financial sector he was a member of the audit and risk committees of the boards of directors of different companies, in which he played an active role in the analysis of financial information and was in charge of investor relations.

Director since: April 3, 2020

Areas of expertise:

Corporate strategy
M&A (Mergers and Acquisitions)
Risk management
Accounting and finance
International business
Management of publicly listed companies

He served Bancolombia S.A. from 1985 to 2014, most recently as Vice President of Capital Markets and Executive Vice President of Corporate Development. He began his professional career at Corporación Financiera Nacional y Suramericana S.A (Corfinsura), where he held the positions of President, Vice President of Investment Banking, and Vice President of Investments and International.

	2021 Board and Committee Membership	Attendance
	Board of Directors	7 of 7 (100%)
	Audit and Risk	6 of 6 (100%)

	Public board memberships
	Ecopetrol S.A. (NYSE, BVC)
	Odinsa S.A. (BVC)
	Consorcio Financiero S.A. (BVC)
	Securities held
	Common shares: 100,000

Alberto Mejía Hernández (Independent) Florida, United States

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Director since: March 16, 1995

Areas of expertise:

Extractive industry experience
Corporate Strategy
M&A (Mergers and Acquisitions)
Accounting and finance
International business

Mr. Mejía is the President of GH Capital Inc.

Mr. Mejía holds a Bachelor of Science (Engineering) from Princeton University and an MBA focused on Finance and Operations Research from Wharton Business School, University of Pennsylvania. He is an entrepreneur who founded and has served as President of GH Capital Inc., a private equity and investment services company based in New York, since 1992.

Prior to his entrepreneurship, Mr. Mejía gained more than 18 years of experience in the banking sector when he was President of Banco de Bogotá Trust Company in New York and Vice President at Citibank N.A. at its New York headquarters, as well as 10 years of experience in the oil extraction sector in Colombia.

	2021 Board and Committee Membership	Attendance
	Board of Directors (Vice-Chair)	7 of 7 (100%)
	Business Opportunities and Optimization	2 of 2 (100%)

	Public board memberships
	None.
	Securities held
	Common shares: 2,133,053

Beatriz Orrantia (Independent)

Ontario, Canada

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Director since: April 3, 2020

Areas of expertise:

Mining industry experience
M&A (Mergers and Acquisitions)

Ms. Orrantia is currently a Strategic Consultant – Canada/Latin America, a position she has held since 2017. Previously, she was Vice President, Special Projects of Barrick Gold Corporation from 2015 to 2017.

Ms. Orrantia holds a Bachelor of Civil Law from Universidad del Rosario (Colombia) and a Bachelor of Laws from Osgoode Hall Law School, York University (Canada). Ms. Orrantia is qualified to practice law in Colombia and Canada and has over 12 years of experience as a legal consultant, focused in mining, mergers and acquisitions, initial public offerings, capital markets, regulation, corporate governance and joint ventures, among others.

After nearly three years of experience at Barrick Gold Corporation, one of the world’s largest gold mining companies, Ms. Orrantia brings a clear understanding of mining operations, their licensing process, investment requirements and sustainability. She is also a director at Star Royalties Ltd. (TSX-V), Green Star Royalties Ltd., Goldcann International Ltd., Women Who Rock, an organization that promotes diversity in the mining industry) and the Hather L. Main Scholarship Fund.

Legal
Environment, Sustainability and Governance (ESG)
International business
Management of publicly listed companies

She is currently pursuing a Master’s Degree in Sustainability at Harvard University and is certified as a Corporate Director of the National Association of Corporate Directors in the United States.

	2021 Board and Committee Membership	Attendance
	Board of Directors	7 of 7 (100%)
	Executive Compensation Committee (Chair)	3 of 3 (100%)
	Business Opportunities and Optimization	2 of 2 (100%)

	Public board memberships
	Star Royalties Ltd. (TSX-V)
	Securities held

None.

Candidate Suitability Report

In compliance with the Colombian Regulations, including sections 16.4 and 16.7 of the Corporate Governance Code of Best Practices 2014 issued by the Colombian Superintendence of Finance ( Código Pais 2014 , or “ Country Code (Colombia) ”) and the Policy for the Election, Evaluation and Compensation of the Board of Directors, the Governance and Sustainability Committee has evaluated the suitability of each of the candidates included in the slate proposed by the Company for election to the Board at the Meeting, including:

whether each such candidate satisfies the legal requirements to serve as a director of the Company, including whether they have actual or deemed conflicts of interest that disqualify them from such service;
whether the candidates individually and as a whole reflect the appropriate balance of diversity, competencies, skills and expertise required by the Board and the Company; and

each candidate’s personal qualifications, experience, integrity, and history with the Company.

The Governance and Sustainability Committee has determined that all candidates proposed by the Company for election are suitable to serve as directors of the Company.

Cease Trade Orders, Bankruptcies, Penalties or Sanctions

Except as set out below, no proposed director of the Company is, as at the date of this Circular, or has been within the 10 years before the date this Circular, a director, chief executive officer or chief financial officer of any company (including the Company) that (i) was subject to a cease trade order, an order similar to a cease trade order or an order that denied the relevant issuer access to any exemption under securities legislation that was in effect for a period of more than 30 consecutive days (an “ Order ”) that was issued while the director or executive officer was acting in the capacity as director, chief executive officer or chief financial officer of such company, or (ii) was subject to an Order that was issued after the director or executive officer ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer.

On August 19, 2020, The Bank of Nova Scotia announced that it had entered into a deferred prosecution agreement (“ DPA ”) with the U.S. Department of Justice (the “ DOJ ”). Additionally, the U.S. Commodity Futures Trading Commission (the “ CFTC ”) issued three separate orders against The Bank of Nova Scotia (collectively, the “ CFTC Orders ”). The DPA and the CFTC Orders (together, the “ Resolutions ”) resolved investigations by the DOJ and CFTC into The Bank of Nova Scotia’s activities and trading practices in the metals markets and related conduct as well as pre-trade mid-market marks and related swap dealer compliance issues. Mr. Jentsch was a senior executive officer, and Mr. Pacheco was a director of The Bank of Nova Scotia during the time period during which such activities, trading practices and related conduct occurred. Mr. Jentsch and Mr. Pacheco were not personally sanctioned as part of these proceedings, and neither of them was a subject of these investigations.

No proposed director of the Company (i) is, as at the date hereof, or has been within the 10 years before the date hereof, a director or executive officer of any company (including the Company) that, while that 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, or (ii) has, within the 10 years before the date hereof, 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 such director, executive officer or shareholder.

No proposed director of the Company has been subject to (i) 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 (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in making an investment decision.

The foregoing information has been furnished by the respective proposed directors.

9. Approval of Director Compensation

The Policy for the Election, Evaluation and Compensation of the Board of Directors provides that the fees payable to each director for Board and committee meetings in any period must be approved by the General Shareholders Assembly, taking into consideration the recommendation of the Corporate

Governance and Sustainability Committee. Director compensation is limited to the fees approved by the shareholders. The fees paid to each director are required to be equal, except for the Chair of the Board, the Chair of any committees and committee members, which the shareholders may fix at a higher rate to account for their additional responsibilities. The director fees are the only form of compensation paid to the directors.

Management of the Company, taking into consideration a report prepared and submitted by the Board, with the input of the Corporate Governance and Sustainability Committee, has proposed that the compensation payable to the members of the Board of Directors, including the fees payable for attending Board and committee meetings, be re-approved for the next year at their current levels, as set forth in the table below.

Type of Fee Chair of the Board ........................................................................................... Board member (including Chair) ..................................................................... Chair – Audit and Risk Committee .................................................................. Member – Audit and Risk Committee (excluding Chair), Corporate Governance and Sustainability Committee, Executive Compensation Committee, Business Opportunities and Optimization Committee ................. Meeting fee (per meeting attended) ................................................................	Amount	Amount
	Current $30,000 $20,000 $25,000 $5,000 $2,500	Proposed
		$30,000 $20,000 $25,000 $5,000 $2,500

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the director compensation proposal.

STATEMENT OF EXECUTIVE COMPENSATION

The following discussion describes the significant elements of the Company’s executive compensation program for the year ended December 31, 2021.

Compensation Discussion & Analysis

Named Executive Officers

The following discussion of executive compensation focuses on the “Named Executive Officers” or “NEOs” (within the meaning of NI 51-102) of the Company for the year ended December 31, 2021, namely:

Andrés Restrepo Isaza, President and Chief Executive Officer
Alan Wancier Rode, Chief Financial Officer
Eduardo Flores Zelaya, Vice President, Business Development and Strategy
Carlos Mario Gómez Peláez, Vice President, Nicaragua
John Jairo Cuervo Muñoz, Vice President, Argentina

Compensation History

Mineros has been publicly-listed in Colombia since 1982, and has historically provided executive compensation in line with that offered by other publicly-traded companies in Colombia. Mineros is the only gold mining company listed on the Colombian Stock Exchange, and has not historically considered the executive compensation practices of international gold mining companies when determining executive compensation. As the Company grows and expands internationally, it is reviewing its approach to executive compensation as part of its overall growth strategy. The Company has historically

recruited executives from the markets in which it operates, being Colombia, Argentina, and Nicaragua. As the Company has grown and carried out its strategic objectives, it has increasingly come into competition with international mining companies, impacting its recruitment needs. Accordingly, the pool of talent from which the Company recruits will become increasingly global.

Mineros has been gradually adjusting NEO compensation to make it more competitive compared to peers, in part, by increasing variable compensation tied to the Company meeting or exceeding yearly performance goals. Additionally, in 2020, as part of its Board renewal process, the Company proposed and its shareholders approved adjustments to director compensation to better reflect the practices of similarly situated gold mining companies internationally. The Company’s executive and director compensation practices are expected to continue to evolve as the Company continues to execute its international growth strategy.

Compensation Philosophy

Our executive compensation program is designed to achieve the following objectives:

attract and retain talented, high-performing and experienced executives, whose knowledge, skills and performance are critical to the Company’s success;
ensure that compensation is fair, reasonable to shareholders, and takes into consideration what comparable organizations are paying for similar positions;
motivate executives to achieve the Company’s business and financial objectives by making a significant portion of total compensation variable, and linked to individual and corporate goals and performance;
establish a strong pay-for-performance relationship in order to deliver long-term results for our shareholders and compensate our executives competitively; and
make sure that compensation is transparent to the NEOs and our shareholders.

Our executive compensation program includes cash compensation in the form of base salary, shortterm cash based annual performance incentives, and medium and long-term incentives via the Stock Appreciation Rights (“ SAR ”) Plan and the Special Non-Recurring Bonus Plan (as defined below), both of which are described below.

Compensation Governance

Responsibilities of the Executive Compensation Committee

The Board has established the Executive Compensation Committee to assist it in fulfilling its governance and supervisory responsibilities pertaining to senior management compensation, including the Company’s compensation policies and practices. Among other things, the Executive Compensation Committee is responsible for:

reviewing and approving corporate goals and objectives relevant to compensation of the President and Chief Executive Officer, evaluating his performance in light of such corporate goals and objectives, and making recommendations to the Board with respect to his compensation levels based on such evaluation;
periodically reviewing the terms of the Company’s executive compensation programs to determine if they are properly coordinated and achieving their desired purpose;

reviewing the recommendations of the President and Chief Executive Officer regarding the appointment, compensation, and other terms of employment of the other executive officers, and making recommendations to the Board regarding the same; and
reviewing the Company’s security-based compensation arrangements and its policies respecting the grant of SARs, and making recommendations to the Board regarding grants of SARs and terms of such grants.

The members of the Executive Compensation Committee are Beatriz Orrantia (Chair), Luis Santiago Perdomo Maldonado, and José Fernando Llano Escandón, all of whom are independent directors within the meaning of NI 52-110. Each of the members of the Executive Compensation Committee has business and other experience which is relevant to their work on the Executive Compensation Committee. By virtue of their differing professional backgrounds, business experience, knowledge of the Company’s industry and knowledge of corporate governance practices, the members of the Executive Compensation Committee are able to make decisions on the suitability of the Company’s compensation policies and practices. See also, “ Board Committees – Executive Compensation Committee ”.

- Compensation Decision Making Process

Our compensation process starts at the end of the Company’s fiscal year, when we assess and confirm our compensation philosophy, program guidelines and structure, and determine the funds available for executive compensation for the coming fiscal year as part of our annual budgeting process. After the end of each fiscal year, we apply a rigorous process to assess performance and award compensation. This includes individual, group and corporate performance reviews for each NEO.

Before the end of each fiscal year:

Review Structure . The Executive Compensation Committee reviews our overall compensation philosophy and structure for NEOs annually and recommends any changes to the Board for approval. In completing its annual review, the Executive Compensation Committee seeks to ensure that the Company’s compensation structure aligns the NEO’s behaviour with those that will most benefit the Company’s shareholders.
Establish Budget . The Company prepares an annual budget and business plan for the coming year, including compensation expenses. The budget is reviewed and adjusted as required by the Executive Compensation Committee, which takes into account the prior year’s performance and market conditions, before it is submitted to the Board for approval in December of each year.
Establish Performance Measures . The Executive Compensation Committee works with the President and Chief Executive Officer to develop performance measures and levels that will be used to assess corporate performance and determine annual bonus payouts for the NEOs, based on the detailed business plan approved by the Board for the relevant year. The Executive Compensation Committee monitors the Company’s performance against these measures throughout the year.

After the end of each fiscal year:

Review Performance . The Executive Compensation Committee reviews corporate performance against metrics established in the budget and business plan for the completed year based on the audited financial results and operating reports of the Company and its subsidiaries. The President and Chief Executive Officer, in conjunction with the Executive Compensation

Committee, completes a review of each NEO’s individual performance against corporate and personal objectives.

Awards . The President and Chief Executive Officer, based on the performance review process, makes recommendations regarding the annual bonus and following year’s salary of each NEO. The Executive Compensation Committee then reviews each NEO’s annual performance, competitive positioning, and the President and Chief Executive Officer’s recommendations. The Executive Compensation Committee then recommends compensation for each NEO and for the President and Chief Executive Officer, for final approval by the Board.

Compensation Benchmarking and Use of Compensation Consultants

The Executive Compensation Committee reviews NEO compensation packages annually to ensure that NEOs are being compensated in line with market norms. Mineros does not formally benchmark compensation against a set peer group of companies. However, every two years, the Executive Compensation Committee engages with independent compensation advisors to review the market competitiveness of Mineros’ compensation for NEOs and other employees against other Colombian companies, including both companies in the mining sector, and companies of a similar size and nature in other sectors. In 2021, the Executive Compensation Committee engaged Human Capital, a leading Colombia-based compensation advisor. Human Capital is independent of management, well qualified and represents the interests of shareholders when working for the Executive Compensation Committee and the Board. All work conducted by Human Capital is pre-approved by the Executive Compensation Committee and Human Capital does not provide any non-Board approved services to the Company. The Executive Compensation Committee takes Human Capital’s reports and recommendations, as provided, into consideration when assessing compensation structure and awards, but ultimately makes its own decisions and recommendations for the Board to approve.

Specifically, during 2021, Human Capital was retained to provide the Executive Compensation Committee with advice and recommendations related to compensation programs for NEOs and other employees for fiscal 2022, by (i) providing labour market and compensation research, data, and analysis, and (ii) delivering a report on the competitiveness and sustainability of Mineros’ benefits scheme and practices to improve employee quality of life. Consistent with past practice, Human Capital will present its report to the Executive Compensation Committee at a meeting to be held in March 2022 in connection with the determination of executive compensation for fiscal 2022.

Fees incurred by the Company for compensation consulting services during 2021 and 2020 are set out in the following table.

For the Fiscal Year Ended December 31, 2021 .................................... December 31, 2020 ....................................	Executive Compensation-Related Fees ($) 11,300 Nil	All Other Fees ($)
		Nil Nil

Elements of Executive Compensation

The executive compensation plan includes short-term and medium-to-long-term compensation, and a benefits package. The Company does not maintain any formal pension or other retirement plans. The following table explains how each component supports our compensation philosophy. The Executive Compensation Committee assesses each element separately, and together these are considered total compensation. Short-term and long-term compensation together make up each NEO’s total direct compensation.

Component Objective Short-term compensation Awarded based on individual performance and the executive’s position in the Company:

(i) Base Salary  Forms the basis for attracting, comparing and remaining competitive with the market.
Fixed, and used to determine other elements of compensation and benefits.
Established at the hiring date and subsequently reviewed annually.
(ii) Annual Cash Bonus  Links pay to individual and corporate achievements.  Variable, based on the previous year’s performance, and paid in cash after approval of the Company’s audited annual financial statements. Bonuses are not paid unless a threshold level of performance is achieved (i) by the Company, based on objective financial and operating results, and (ii) by the applicable individual, based on benchmarks specified in detailed scorecards for each individual NEO.
Maximum annual cash bonus pool for all NEOs ranges between 3.2x and 7.2x of aggregate NEO base salaries, based on corporate performance. Each individual NEO may achieve up to 7.5x their base monthly salary as long as the sum of all individual bonuses does not exceed the bonus pool.
Long-term compensation (i) SARs  Portion of total compensation paid in SARs links compensation to the Company’s mid-term performance.
Ultimate value is based on share price over time.  Grants of SARs equal in value to 2x annual bonus awarded, calculated based on the average price of the common shares during October and November prior to the grant date.
3 year vesting period and 5 year term.
(ii) Special Non-Recurring  Extraordinary bonus entitlement links compensation granted to Bonus Plan NEOs to longer term market performance.
Other Compensation In addition to benefits offered to other Mineros employees, NEOs are eligible to receive vehicle leasing facilities.

Base Salary

Base salaries represent the minimum basic compensation for services rendered by each NEO. The Company differentiates salary levels to reflect NEO performance, experience and responsibilities. Base salaries are generally reviewed annually, with any increases approved based on merit, internal equity, and in response to market changes. Base salaries may be changed as warranted throughout the year for promotions or other changes in the scope of an NEO’s role and responsibilities.

The following table discloses the annual base salaries awarded to the NEOs during the fiscal year ended December 31, 2021.

Name Andrés Restrepo Isaza Alan Wancier Rode Eduardo Flores Zelaya Carlos Mario Gómez Peláez John Jairo Cuervo Muñoz	Position(s) and Office(s) with Mineros President and Chief Executive Officer Chief Financial Officer Vice President, Business Development and Strategy; Vice President, Argentina Vice President, Nicaragua Vice President, Argentina	Annual Base Salary ($)(1)
		156,601 125,234 252,647 227,527 228,299

Note:

(1) Base salaries are paid in local currencies. Amounts converted to U.S. dollars based on the average annual exchange rate for 2021 of COP$3,743.09 = $1.00.

Short-Term Incentive Awards – Annual Cash Bonus

An annual cash bonus is a short-term component of compensation. Annual cash bonus payments are linked to the Company’s performance, and the NEO’s contribution to that performance, as well as personal performance of individual NEOs.

The maximum annual cash bonus pool for all NEOs is established based on the achievement of corporate objectives established by the Board for the relevant fiscal year, related to gold production, cost control and increases in reserves and resources, and on the overall profitability of the Company, according to the following calculation:

Company operating results multiplier	Company operating results multiplier	X Company net profits multiplier =	X Company net profits multiplier =
Based on achievement of target key		Based on achievement of target
performance indicators, on a consolidated basis:		net profit:
Indicator	Weight	Outcome
Gold production (oz Au equivalent)	40%	(% of target)	Multiplier
All-in sustaining costs	30%	0 to 79%	Nil
Consolidated mineral resources	30%	80 to 110%	0.8x to 1.1x
and mineral reserves		111% or better	1.2x
Total	100%
The multiplier is established according	to the
following scale:
Outcome (% of target) Multiplier
0 to 79% Nil
80 to 109% 0.8x to	1.09x
110% or better 1.2x

The participation of each individual NEO in the bonus pool is based on a compensation performance scorecard approved by the Executive Compensation Committee on the recommendation of the President and Chief Executive Officer, according to the following formula:

	Maximum annual bonus (based on proportionate share of maximum bonus pool)	x	Individual compensation factor	=	Annual bonus

Each NEO’s potential annual bonus award amount is multiplied by an individual compensation factor. Each NEO’s performance is classified within a compensation factor band, based on the achievement of the goals on their compensation performance scorecard and the results of a 360 degree subjective evaluation, as set out in the table below. Within that band, the President and Chief Executive Officer determines each NEO’s actual individual performance factor, subject to confirmation by the Board on

the recommendation of the Executive Compensation Committee, and provided that the aggregate of all cash bonuses paid may not exceed the total maximum bonus pool.

Subjective Evaluation

Scorecard Total 100 to 110 ................ 90 to 99.9 ................. 80 to 89.9 ................. 70 to 79.9 ................. 0 to 69.9 ...................	Unsatisfactory 0% to 50% 0% to 35% Nil Nil Nil	Partially Satisfactory 50% to 70% 35% to 50% Nil to 35% Nil Nil	Satisfactory 70% to 90% 50% to 70% 30% to 50% Nil to 25% Nil	Excellent 90% to 120% 70% to 90% 50% to 70% 25% to 40% Nil	Outstanding
					120% to 150% 90% to 110% 60% to 90% 40% to 60% Nil

In 2021, the compensation performance measures for each NEO included some or all of the following categories: (i) strategic execution objectives; (ii) cost reduction; (iii) safety; (iv) operational enhancements, and (v) financial objectives. The compensation performance scorecards were designed to:

align with our strategic plan;
provide clear focus on key measures that will drive continued success of the business;
link compensation to quantitative measures; and
use publicly-reported measures that are easily understood by shareholders and the public.

By placing a significant weighting on achieving our key financial objectives and execution of key strategic objectives, each of which ultimately drive the Company’s value and overall total shareholder return which creates value for the Company’s shareholders, the Executive Compensation Committee believes that the Company’s annual short-term incentive plan is closely aligned with shareholder interests.

Long-Term Incentive Awards

Long-term incentives are intended to provide ties between executive compensation and the long term performance of the Company. These incentives also strengthen retention and reinforce alignment with shareholder value.

(a) Awards of SARs

Starting in 2019, stock appreciation rights (“ SARs ”) were granted annually to each NEO under an internal policy of the Company based on a multiple of the short-term incentive plan compensation received during the relevant year, which internal policy has been updated by the adoption of a stock appreciation rights plan (the “ SAR Plan ”) in 2021. On June 2, 2021, the Board amended the SAR Plan to standardize the terms of grants of SARs, and to set appropriate limitations.

The SAR Plan provides eligible executive officers with long-term incentive compensation that is measured against the achievement of certain financial and performance objectives to be determined by the Executive Compensation Committee, to promote a further alignment of interests between employees and the shareholders of the Company, and to attract and retain employees with the knowledge, experience and expertise required by the Company. In line with executive compensation best practices, the Company issues all long-term share-based incentive awards with a term of five years subject to vesting schedules of at least three years, other than in exceptional circumstances.

The Board has delegated to the Executive Compensation Committee the responsibility for administering and interpreting the SAR Plan, and recommending to the Board grants of SARs and the terms thereof. Awards of new SARs under the SAR Plan are subject to certain limitations set out in the SAR Plan as well as the approval of the Board and the Executive Compensation Committee, as applicable.

In accordance with the Company’s usual executive compensation procedures, the Company expects to award SARs to NEOs for the performance year ended December 31, 2021 in March 2022. SARs will be awarded pursuant to internal policies, reflected in contractual arrangements with each NEO. Each NEO will receive a number of SARs equal to the number that is two times their annual cash bonus, divided by the average closing price of the common shares on the Colombian Stock Exchange during October and November 2021, at an exercise price equal to such average closing price.

SARs vest on a date determined by the Board that falls within the third and fifth calendar year following the end of the calendar year in which the executive provided the services to which the grant relates (or where such services straddle two calendar years, the first calendar year in which the services to which the grant of such SARs relate were rendered), or such other date as the Board may determine and specified in the grant agreement entered into between the Company and a SAR holder, or such other date or on such other terms as may be specified in the terms of the grant.

Each SAR is non-transferrable, and entitles the holder to receive upon vesting a cash payment equal to the excess, if any, of the fair market value of a common share on the vesting date, calculated as the volume-weighted average trading price of the common shares on the relevant stock exchange during the two months immediately prior to the vesting date, over the base price of the SAR, which is equal to the volume weighted average of the trading price of the common shares on the relevant stock exchange during the months of October and November of the year prior to the grant date. For greater certainty, no common shares will be issued in connection with the exercise of SARs.

SAR holders who continue to be employed by with the Company or one of its affiliates on the vesting date will become entitled to receive payment in respect of the vested SARs on the vesting date. No payout in respect of any SARs shall occur following the expiry date specified in the grant agreement, or if no such expiry date is specified, December 31 of the calendar year in which the vesting date occurs.

Unless otherwise determined by the Executive Compensation Committee in its sole discretion, if a SAR holder’s employment is terminated prior to the vesting date: (i) due to voluntary resignation, then all unvested SARs shall be forfeited and cancelled, and all vested SARs will remain outstanding and payable; (ii) due to termination without cause, all unvested SARs will immediately vest, and all vested SARs will remain outstanding and payable; (iii) due to termination with cause, all vested and unvested SARs will be forfeited and cancelled as of the termination date; (iv) due to disability or retirement, all unvested SARs will remain outstanding and will vest and become payable in accordance with their terms, and all vested SARs will remain outstanding and payable; and (v) due to death, all unvested SARs will vest as of the date of death, and all vested SARs will remain outstanding and payable, and will be paid out to the holder’s beneficiary or legal representative will be entitled to receive a payment.

(b) Special Non-Recurring Bonus Plan

The Board has been of the view that Mineros had not historically received the recognition that it deserved globally based on its production profile and financial performance. For that reason, on May 20, 2020, on the advice of the Executive Compensation Committee, the Board approved the creation of an additional one-time incentive plan (the “ Special Non-Recurring Bonus Plan ”) for certain senior executive officers to focus their efforts on finding ways to better position the Company globally and to increase shareholder value. Under the Special Non-Recurring Bonus Plan, on the date of its adoption, the NEOs became eligible to receive a one-time cash bonus of up to 5% of shareholder value generated (calculated in the manner set out below) between January 1, 2020 and December 31, 2024, subject to

a maximum total bonus payment of $7,450,000. If the market price or value of the common shares does not increase by an aggregate in the period of at least 4% per year (including the value of dividends paid) over the calendar years, 2020, 2021, 2022, 2023 and 2024, no extraordinary bonus shall be paid.

Shareholder value generated will be calculated as follows: the sum of (i) the difference between $0.94 and the average closing price of the common shares during the month of December, 2024, and (ii) the aggregate amount of dividends paid on common shares during the same period, multiplied by the number of common shares issued and outstanding on May 20, 2020.

If prior to December 31, 2024, there occurs a change of control (defined as a sale of securities that results in persons who were not previously shareholders of Mineros holding a majority of the outstanding common shares on a post-transaction basis) or a merger of the Company followed by a replacement of all or individual NEOs, the special non-recurring bonus shall be payable on the closing date of the change of control or merger, based on a calculation period between January 1, 2020 and the closing date of such change of control transaction or merger. Shareholder value will be calculated as set out above adjusted only for the shorter calculation period.

The special non-recurring bonus, if any, is payable in the following proportions: Eduardo Flores Zelaya (43.0%), Andrés Restrepo Isaza (24.0%), Alan Wancier Rode (6.6%), Santiago Cardona Múnera (6.6%), Carlos Mario Gómez Peláez (6.6%), 6.6% to one other employee and with the remaining 6.6% being available to be assigned to future hires or other employees.

Perquisites

The NEOs are entitled to participate in all employee benefit plans offered by the Company to its employees in the applicable jurisdictions in which they are based, including the Company’s health, prepaid prescription, housing, education, and disability allowances. In addition, NEOs are entitled to receive vehicle leasing subsidies and gas allowances.

Derivative Instruments

NEOs and directors are not permitted to purchase financial instruments that are designed to hedge or offset a decrease in market value of the common shares that they hold, directly or indirectly.

Compensation Risk

The Company has a series of governance and operational controls to mitigate risks stemming from its compensation structure. In particular, Board meetings occur every other month where all material decisions are discussed and approved. NEOs constantly meet with each other and approval limits are set at operational and corporate levels to mitigate any wrong doing. Additionally, the Company has started the process of implementing controls in accordance with Canadian SOX (C-SOX), which include operational and entity level controls to ensure that there is an overall control structure in place to identify and mitigate any risks.

Summary Compensation Table

The following table sets out all direct and indirect compensation paid to or earned by the NEOs for the fiscal year ended December 31, 2021.

Name and principalposition Andrés Restrepo Isaza President and Chief Executive Officer Alan Wancier Rode Chief Financial Officer Eduardo Flores Zelaya Vice President, Business Development and Strategy Carlos Mario Gómez Peláez Vice President, Nicaragua John Jairo Cuervo Muñoz Vice President, Argentina	Year(1)	Salary ($)	Share- based awards(2) ($)	Non-equity incentive plan compensation ($)	Non-equity incentive plan compensation ($)	All other compensation(4) ($)	Total compensation ($)
				Annual incentive plans(3)	Long-term Incentive Plans
	2021 2021 2021 2021 2021	156,601 125,234 252,647 227,527 228,299	-(5) -(5) -(5) -(5) -(5)	-(5) -(5) -(5) -(5) -(5)	N/A N/A N/A N/A N/A	83,328(6) 68,171(7) 12,670 860 18,915	239,929(5) 193,405(5) 265,317(5) 228,387(5) 247,214(5)

Notes:

(1) Amounts paid in Colombian pesos converted to U.S. dollars based on the average annual exchange rate for 2021 of COP$3,743.09 = $1.00.
(2) Consists of SARs awarded under the SAR Plan, which are awarded in March of the year following the applicable performance year as part of the annual compensation package of each NEO. For more information on SARs, please see “ Long-Term Incentive Awards – Awards of SARs ”.
(3) Consists of annual cash bonuses, which are calculated in March of the year following the applicable performance year as part of the annual compensation package of each NEO. For more information on annual cash bonuses, please see “ Short-Term Incentive Awards – Annual Cash Bonus ”.
(4) These amounts represent the incremental cost to Mineros for perquisites such as health-related, housing, food, vehicle, and education allowances.
(5) Share-based awards and annual incentive plan compensation for the 2021 performance year have not yet been determined. Any such awards will be determined and approved in March 2022, and subsequently paid, in each case in accordance with the Company’s usual executive compensation procedures.
(6) For Mr. Restrepo, other compensation of $83,328 includes health care benefits of $21,935, and housing allowances of $31,907.
(7) For. Mr. Wancier, other compensation of $68,171 includes housing allowances of $26,847, and education allowances of $23,564.

Incentive Plan Awards

Outstanding Share-Based Awards

Mineros does not offer any share-based awards, other than SARs. The following table sets out the details of all share-based awards that were held by each NEO and were outstanding as at December 31, 2021. Mineros does not offer any option-based awards.

Name Andrés Restrepo Isaza Alan Wancier Rode Eduardo Flores Zelaya Carlos Mario Gómez Peláez John Jairo Cuervo Muñoz		Share-Based Awards	Share-Based Awards
	Number of SARs that have not vested (#) 432,510 175,567 310,638 382,307 84,327	Market or payout value of SARs that have not vested(1)(2) ($) 101,591 29,408 83,205 90,509 13,734	Market or payout value of vested SARs not paid out or distributed(1)(2) ($)
			79,719 7,246 78,773 71,547 2,746

Notes:

(1) Amounts in Colombian pesos converted to U.S. dollars on the basis of the average exchange rate on December 31, 2021 of COP$3,743.09 = $1.00.
(2) Determined based on the closing price of the Common Shares on the Colombian Stock Exchange as at December 31, 2021, being COP$3,635, less the exercise price, multiplied by the number of unexercised SARs, whether vested or unvested.

Incentive Plan Awards—Value Vested or Earned During the Year

Mineros does not offer any share-based awards, other than SARs. The following table sets out for each NEO the value of the share-based awards that would have been realized if the awards had been exercised on the vesting date, along with the value of the awards that were earned during the fiscal year ended December 31, 2021. Mineros does not offer any option-based awards.

Name Andrés Restrepo Isaza Alan Wancier Rode Eduardo Flores Zelaya Carlos Mario Gómez Peláez John Jairo Cuervo Muñoz	Share-based awards—Value vested during the year(1)(2) ($) 79,719 7,246 78,773 71,547 2,746	Non-equity incentive plan compensation—Value earned during the year(1) ($)
		-(3) -(3) -(3) -(3) -(3)

Notes:

(1) Amounts in Colombian pesos converted to U.S. dollars on the basis of the average exchange rate on December 31, 2021 of COP$3,743.09 = $1.00.

(2) Based on the market price of the common shares on the Colombian Stock Exchange on the vesting date.

(3) Non-equity incentive plan awards for the 2021 performance year have not yet been determined. Any such awards will be determined and approved in March 2022, and subsequently paid, in each case in accordance with the Company’s usual executive compensation procedures.

Employment Agreements

Each of the NEOs has entered into an employment agreement with the Company which provides for a base salary. In addition, each NEO is eligible to participate in the Company’s short-term and long-term incentive compensation plans and benefits plans. See “ Statement of Executive Compensation ”. Each employment agreement may be terminated by the Company with or without cause. In the event the Company terminates the employment of an NEO without cause, the NEO is entitled to receive only the compensation to which he or she would be entitled at law. Each employment agreement may be terminated by the employee upon 30 days’ prior written notice. The employment agreements with each NEO also contain non-solicitation, non-competition and confidentiality provisions.

Director Compensation

Compensation of Our Directors

The compensation of the directors of the Company is included in the Policy for the Election, Evaluation and Compensation of the Board of Directors, the purpose of which is to strengthen the role of the Board by means of setting, among others, the rules applicable to the compensation of the directors. The adoption and amendment of the Policy for the Election, Evaluation and Compensation of the Board of Directors is subject to shareholder approval by ordinary resolution.

General Shareholders Assembly, taking into consideration the recommendation of the Corporate Governance and Sustainability Committee. Director compensation is limited to the fees approved by the shareholders. The fees paid to each director are required to be equal, except for the Chair of the Board, the Chair of any committees and committee members, which the shareholders may fix at a higher rate to account for their additional responsibilities. The directors are also entitled to be reimbursed for expenses incurred in carrying out their duties as members of the Board and its committees, including travel, accommodation, transportation, training, the fees of external advisors, and directors’ and officers’ liability insurance.

The table below outlines our director compensation program for the fiscal year ended December 31, 2021. Our director compensation is approved annually by the shareholders at the ordinary meeting of shareholders.

Type of Fee Chair of the Board ............................................................................................................. Board member (including Chair) ....................................................................................... Chair – Audit and Risk Committee .................................................................................... Member – Audit and Risk Committee (excluding Chair), Corporate Governance and Sustainability Committee, Executive Compensation Committee, Business Opportunities and Optimization Committee ............................................................................................. Meeting fee (per meeting attended) ..................................................................................	2021
	$30,000 $20,000 $25,000 $5,000 $2,500

Type of Fee
Chair of the Board .............................................................................................................
Board member (including Chair) .......................................................................................
Chair – Audit and Risk Committee ....................................................................................
Member – Audit and Risk Committee (excluding Chair), Corporate Governance and
Sustainability Committee, Executive Compensation Committee, Business Opportunities
and Optimization Committee .............................................................................................
Meeting fee (per meeting attended) ..................................................................................

2021

$30,000
$20,000
$25,000
$5,000
$2,500

Director Compensation Table

The following table sets out all compensation provided to each director of the Company for the year ended December 31, 2021. Mineros does not offer any share- or option-based awards as director compensation.

Name Eduardo Pacheco Cortés ................................................ Dieter W. Jentsch ............................................................ José Fernando Llano Escandón ...................................... Luis Santiago Perdomo Maldonado ................................ Juan Carlos Páez Ayala .................................................. Mónica Jiménez Gonzalez .............................................. Sergio Restrepo Isaza ..................................................... Alberto Mejía Hernández ................................................. Beatriz Orrantia................................................................	Fees Earned ($) 67,500 90,000 60,000 62,500 60,000 50,000 57,500 47,500 60,000	All Other Compensation ($) N/A N/A N/A N/A N/A N/A N/A N/A N/A	Total ($)
			67,500 90,000 60,000 62,500 60,000 50,000 57,500 47,500 60,000

Incentive Plan Awards for Directors

The directors of the Company are not eligible to receive compensation under any short-term incentive plan, long-term incentive plan, or non-equity compensation plan, and none of them received or held any share-based awards during the year ended December 31, 2021.

OTHER INFORMATION

Securities Authorized for Issuance Under Equity Compensation Plans

The Company does not have any equity compensation plans.

Indebtedness of Directors and Executive Officers

The following table sets out the aggregate indebtedness of all directors, executive officers or employees of the Company or its subsidiaries or former directors, executive officers or employees of the Company or its subsidiaries, as at January 31, 2022, entered into in connection with a purchase of securities or otherwise.

Purpose Share purchases....................................................................... Other .........................................................................................	Aggregate Indebtedness	Aggregate Indebtedness
	To the Company or its Subsidiaries ($ million) - 0.002	To Another Entity ($)
		- -

The Company provided a loan (the “ Gómez-Peláez Loan ”) in the aggregate amount of $0.04 million (COP$129,000,000) to Carlos Mario Gómez Peláez, the Company’s Vice-President, Nicaragua in November 11, 2016. The Gómez Loan bears interest at the DTF rate set by the Central Bank of Colombia plus 3%. The Company may demand immediate repayment of the Gómez-Peláez Loan upon breach of any obligation, or termination of his employment with the Company. As at January 31, 2022, the outstanding balance on the Gómez-Peláez Loan was $0.002 million (COP$9.8 million).

Other than as provided above, none of the directors, executive officers or employees of the Company or its subsidiaries or former directors, executive officers or employees of the Company or its subsidiaries have any indebtedness outstanding to the Company or any of the subsidiaries as at the date of this Circular, and no indebtedness of these individuals to another entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of the subsidiaries as at the date hereof. Additionally, no individual who is, or at any time during the Company’s last fiscal year was, a director or executive officer of the Company, proposed management nominee for director of the Company or associate of any such director, executive officer or proposed nominee is as at the date hereof, or at any time since the beginning of the Company’s last fiscal year has been, indebted to the Company or any of its subsidiaries or to another entity where the indebtedness to such other entity is the subject of a guarantee, support agreement, letter of credit or other similar arrangement or understanding provided by the Company or any of its subsidiaries, including indebtedness for security purchase or any other programs.

INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS

No director, executive officer or shareholder that beneficially owns, or controls or directs, directly or indirectly, more than 10% of the issued common shares, or any of their respective associates or affiliates, has any material interest, direct or indirect, in any transaction since January 1, 2021, or any proposed transaction, which has materially affected or is reasonably expected to materially affect the Company or a subsidiary of the Company.

STATEMENT ON CORPORATE GOVERNANCE

As a public company in Colombia, registered with the Colombian National Registry of Securities and Issuers ( Registro Nacional de Valores y Emisores ), we are subject to corporate governance requirements under the Colombian Regulations, and have adopted corporate governance policies and procedures in compliance with those requirements. The Colombian Superintendence of Finance has issued corporate governance guidelines pursuant to the Country Code (Colombia), setting out recommended “best practices” for Colombian issuers to follow. In accordance with the Country Code (Colombia), the Corporate Governance and Sustainability Committee has prepared a report to the

General Shareholders Assembly for the year ended December 31, 2021, a copy of which is attached as Appendix 2 to this Circular.

The Company is also subject to the corporate governance requirements applicable to reporting issuers under the securities laws of all of the provinces of Canada, other than Québec, and to listed issuers under TSX policies. The Canadian Securities Administrators have issued corporate governance guidelines pursuant to National Policy 58-201 – Corporate Governance Guidelines (the “ Corporate Governance Guidelines ”), together with certain related disclosure requirements pursuant to National Instrument 58-101 – Disclosure of Corporate Governance Practices (“ NI 58-101 ”). The Corporate Governance Guidelines are recommended as “best practices” for issuers to follow. We have adopted certain corporate governance policies and practices which reflect our consideration of the recommended Corporate Governance Guidelines. The disclosure set out below includes disclosure required by NI 58101 describing in further detail our approach to corporate governance in relation to the Corporate Governance Guidelines.

We recognize the importance of corporate governance to the effective management of the Company and to the protection of its employees and shareholders. The Company’s approach to significant issues of corporate governance is designed with a view to ensuring that the business and affairs of the Company are effectively managed so as to enhance shareholder value. The Board fulfills its mandate directly and through its committees at regularly scheduled meetings or at meetings held as required. Frequency of meetings may be increased and the nature of the agenda items may be changed depending upon the state of the Company’s affairs and in light of opportunities or risks which the Company faces. The directors are kept informed of the Company’s business and affairs at these meetings as well as through reports and discussions with management on matters within their particular areas of expertise.

Board of Directors

Composition of the Board

The Board currently consists of nine directors: Eduardo Pacheco Cortés (the Chair of the Board), Alberto Mejía Hernández (Vice-Chair of the Board), Luis Santiago Perdomo Maldonado, José Fernando Llano Escandón, Juan Carlos Páez Ayala, Beatriz Orrantia, Dieter W. Jentsch, Mónica Jiménez González and Sergio Restrepo Isaza. All of the directors are independent within the meaning of NI 58-101. In addition, certain directors of the Company (namely, Messrs. Luis Santiago Perdomo Maldonado, Eduardo Pacheco Cortés and José Fernando Llano Escandón) serve as directors or officers of Mercantil Colpatria S.A., a control person of the Company, or affiliates of Mercantil Colpatria S.A. The Board has considered the independence of such directors within the meaning of NI 58-101 in light of the role such directors have with a control person of the Company and has determined that such directors are independent within the meaning of NI 58-101.

Inter-locking Directorships

Certain directors of the Company are also presently directors of other issuers that are reporting issuers (or the equivalent) in Canada or foreign jurisdictions. The following table lists the directors of the Company who serve on boards of directors of other reporting issuers (or the equivalent) and the identities of such reporting issuers (or the equivalent).

Name of Director Dieter W. Jentsch Luis Santiago Perdomo Maldonado Sergio Restrepo Isaza Beatriz Orrantia	Reporting Issuer or Equivalent
	Canfor Corporation Canfor Pulp Products Inc. Ecopetrol S.A. Ecopetrol S.A. Odinsa S.A. Consorcio Financiero S.A. Star Royalties Ltd.

Independent Director Meetings

Our Board has determined that all members of our Board are considered independent within the meaning of NI 58-101.

The Board holds regularly scheduled meetings no fewer than eight times per year, as well as ad hoc meetings from time to time. To facilitate the exercise of independent judgment, the internal regulations of the Board of Directors (the “ Board Regulations ”) provide that the Board will reserve a portion of each meeting of the Board for the independent members of the Board to hold in camera sessions without members of management or non-independent directors present, as applicable. The Chair and ViceChair of the Board are responsible for ensuring that the directors (all of whom are independent) have opportunities to meet without management present, as required for the effective governance of the Company and in accordance with the Board Regulations and applicable laws.

The Board Regulations expand on the Colombian Regulations that impose on all directors, both independent and non-independent, duties of care, diligence, confidentiality, fairness, loyalty, and a duty not to engage in corporate opportunities, and requires all directors to declare and avoid conflicts of interest.

A director who has a material interest in a matter before our Board or any committee on which they serve will be required to disclose such interest to the Board as soon as the director becomes aware of it, and any investment in any company that competes with the business of the Company. Directors are required to refrain from participating in the deliberations of the Board or any of its committees with respect to, and abstain from voting on, any matter in respect of which the director has a conflict of interest. Where a director is determined to have a pre-determined conflict of interest with the Company that cannot be resolved, the director must resign.

Board Meetings and Attendance

The Chair is primarily responsible for the agenda and for supervising the conduct of each meeting of the Board. Any director may propose the inclusion of items on the agenda, request the presence of or a report by any member of senior management, or at any Board meeting raise matters that are not on the agenda for the meeting. Materials for each meeting are distributed to the Board in advance of each meeting.

The following table summarizes the attendance record of each director for all Board and committee meetings held during the fiscal year ended December 31, 2021.

Meetings Attended

Name of Director Eduardo Pacheco Cortés ................... Dieter W. Jentsch ............................... José Fernando Llano Escandón......... Luis Santiago Perdomo Maldonado ... Juan Carlos Páez Ayala ..................... Mónica Jiménez González ................. Sergio Restrepo Isaza ........................ Alberto Mejía Hernández ................... Beatriz Orrantia ..................................	Board 4 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7	Audit and Risk N/A 6 of 6 N/A N/A 6 of 6 N/A 6 of 6 N/A N/A	Corporate Governance and Sustainability 1 of 3 N/A N/A 3 of 3 N/A 3 of 3 N/A N/A N/A	Executive Compensation N/A N/A 3 of 3 3 of 3 N/A N/A N/A N/A 3 of 3	Business Opportunities and Optimization
					N/A 2 of 2 2 of 2 N/A N/A N/A N/A 2 of 2 2 of 2

Chair of the Board

Eduardo Pacheco Cortés is the Chair of the Board. Alberto Mejía Hernández is the Vice-Chair of the Board and exercises the powers and discharges the duties of the Chair in his absence. Both are independent within the meaning of NI 58-101. The duties of the Chair of the Board include: (i) ensuring that the Board sets and effectively implements its strategic plan, including by coordinating the meetings of the Board and its committees; (ii) providing leadership to foster the effectiveness of the Board; (iii) reporting to the General Shareholders Assembly on the activities of the Board, and acting as a liaison between the Board and shareholders; (iv) ensuring an effective relationship exists between the Board and senior management of the Company, and that the directors receive the information required for the proper performance of their duties; (v) chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, encouraging full participation and discussions and confirming that clarity regarding decision-making is reached and accurately recorded; (vi) chairing meetings of the General Shareholders Assembly; (vii) together with the Corporate Governance and Sustainability Committee, ensuring that an appropriate system is in place to evaluate the performance of the Board as a whole, the Board’s committees and individual directors; (viii) together with the President and Chief Executive Officer, representing the Company to external groups, including the shareholders of the Company and other parties such as customers, suppliers, the media and government; (ix) ensuring that the Board establishes and effectively monitors implementation of the Company’s strategic plan; (x) communicating with senior management so that it is aware of concerns and needs of the Board and the shareholders of the Company; (xi) consulting with the Corporate Governance and Sustainability Committee on candidates for nomination or appointment to the Board; (xii) working with the President and Chief Executive Officer of the Company to ensure that the Board is provided with the resources to permit it to carry out its responsibilities and raising any issues that are preventing the Board from being able to carry out its responsibilities; and (xiii) assisting the President and Chief Executive Officer in fulfilling his responsibilities, as necessary.

Board Mandate

The Board is responsible for the stewardship of the Company including the supervision of the management of the business and the affairs of the Company. The mandate of the Board is set out in the Board Regulations. In discharging its duties, the Board is primarily responsible, either directly or through committees of the Board and the Chair of the Board, for the oversight of, among other things, the following matters:

the strategic planning process of the Company;
setting and supervising standards of corporate governance that establish a culture of integrity throughout the Company;

identifying the principal risks of the Company’s business and ensuring the implementation of appropriate systems to manage these risks;
overseeing financial reporting and establishing and maintaining internal control procedures with respect to financial reporting;
maintaining and implementing a disclosure policy to facilitate communications with investors and other interested parties;
succession planning, including appointing, training and monitoring the Company’s executive officers;
the Company’s approach to corporate governance and director independence standards;
ethical behavior of the directors, officers and employees of the Company; and
the composition and organization of the Board, including making recommendations to the General Shareholders Assembly with respect to the required qualifications of directors to be reflected in the Policy for the Election, Evaluation and Compensation of the Board of Directors, and director compensation.

The Board may at any time retain external legal counsel, consultants or other advisors of its choosing at the expense of the Company to assist it in fulfilling its responsibilities and to set and pay the respective reasonable compensation of these advisors.

The Board discharges its responsibilities directly and through its committees, currently consisting of the Audit and Risk Committee, the Executive Compensation Committee, the Corporate Governance and Sustainability Committee and the Business Opportunities and Optimization Committee.

The full text of the Board Regulations setting out the Board’s mandate and responsibilities and the duties of its members is available at the Company’s website at www.mineros.com.co.

Board Committees

Audit and Risk Committee

The Audit and Risk Committee’s primary duties and responsibilities include: (i) reviewing and reporting to the Board on the annual audited financial statements (including the external auditors' report thereon) and unaudited interim financial statements and related management’s discussion and analysis, if any, and other financial disclosure related thereto that may be required to be reviewed by the Audit and Risk Committee pursuant to applicable legal and regulatory requirements; (ii) reviewing material changes in accounting policies and significant changes in accounting practices and their impact on the financial statements; (iii) overseeing the audit function, including engaging in required discussions with the Company’s external auditors and reviewing the annual audit plan, overseeing the independence of the Company’s external auditors, overseeing the Company’s internal auditor, and pre-approving any non-audit services to be provided to the Company or its affiliates; (iv) making recommendations to the Board regarding the selection, appointment, compensation, re-election, and termination of the person responsible for the Company’s internal audit functions; (v) reviewing and reporting to the Board with respect to the integrity and effectiveness of the internal controls over financial reporting and disclosure, and anti-money laundering and anti-terrorist financing compliance; (vi) reviewing management reports related to legal or compliance matters that may have a material impact on the Company and the effectiveness of the Company’s compliance policies; (vii) establishing whistleblowing procedures and investigating any complaints or concerns it deems necessary; (ix) establishing risk management policies

and procedures, and ensuring that they align with the Company’s strategic goals; (x) reviewing and reporting to the Board with respect to the integrity and effectiveness of the Company’s risk management policies and procedures; and (xi) report annually to the General Shareholders Assembly on matters within the Audit and Risk Committee’s mandate.

The full text of charter of the Audit and Risk Committee is set out in Appendix 3 to this Circular.

Composition of the Audit and Risk Committee

The members of the Audit and Risk Committee are Dieter W. Jentsch (Chair), Sergio Restrepo Isaza, and Juan Carlos Páez Ayala, all of whom are independent directors within the meaning of each of the applicable laws of Colombia and the applicable laws of Canada, and all of whom are financially literate, in each case within the meaning of National Instrument 52-110 – Audit Committees of the Canadian Securities Administrators (“ NI 52-110 ”).

Relevant Education and Experience

Each of the members of the Audit and Risk Committee has extensive education and experience relevant to the performance of their responsibilities as members of the Audit and Risk Committee.

Dieter W. Jentsch

Mr. Jentsch is a former Bank of Nova Scotia executive with extensive strategic, operational, M&A and capital markets experience. During his 35-year tenure at the Bank of Nova Scotia, Mr. Jentsch held a variety of senior positions. He most recently served as Group Head, Global Banking & Markets, where he oversaw the bank’s corporate and investment banking, capital markets and transaction banking businesses worldwide. Previously, Mr. Jentsch was also Group Head of International Banking where he managed operations in 43 countries across Asia, South America and the Caribbean. He holds a Bachelor of Science (Agriculture) and an MBA from the University of British Columbia, and a diploma from the Advanced Management Programme at INSEAD (European Institute of Business). He is also a Fellow of the Institute of Canadian Bankers, and holds a diploma from the Directors Education Program of the Institute of Corporate Directors at the Rotman School of Business, University of Toronto.

Juan Carlos Páez Ayala

Mr. Páez has over 27 years of experience in the financial sector. He is currently the Executive Vice President of Corporación Financiera Colombiana S.A (Corficolombiana S.A.), a diversified financial institution, and a director of a number of its subsidiaries. Previously, he held senior executive positions at several financial institutions and banks, including as Vice President, Treasury and International Operations of Banco de Bogota S.A., and Vice President, Finance at Banco de Crédito y Desarrollo Social Megabanco S.A. Mr. Páez holds a Bachelor of Science (Civil Engineering), as well as a postgraduate degree in Finance and an MBA from Universidad de los Andes (Colombia).

Sergio Restrepo Isaza

Mr. Restrepo served in the Bancolombia S.A Group as Vice President for Capital Markets and Executive Vice President for Corporate Development. He initiated his professional career at Corporación Financiera Nacional y Suramericana S.A (Corfinsura), where he held the positions of Company President, Vice President, Investment Banking and Vice President, Investments and International. He also served in several boards of directors including Cementos Argos S.A, Compañía Nacional de Chocolates S.A.S., Corporación de la Ingeniería Naval Mecánica Viguesa SLU (Conavi), Asociación Bancaria y de Entidades Financieras de Colombia (Asobancaria), Bolsa de Valores de Colombia, Conglomerado Financiero Internacional Banagrícola S.A, Suramericana Asset Management SUAM and

several others in the community sector. He has extensive experience in the areas of audit and risk, and during his time in the financial sector, he was a member of the finance and audit committees of the boards of directors at different companies where he took an active role in the analysis of financial statements and was in charge of the investor relations of many of these companies. He is currently a partner at Exponencial Banca de Inversión S.A.S., a member and Chair of the board of directors of Servicios Grupo Bios S.A.S., and a member of the board of directors of Ecopetrol S.A, Odinsa S.A., and Consorcio Financiero S.A. Mr. Restrepo holds a degree in Business Administration from Universidad EAFIT in Medellín, and a Master of Science (Management) from the Sloan Program at the Stanford Graduate School of Business, Stanford University.

Audit Committee Oversight

Since January 1, 2021, all Audit and Risk Committee recommendations regarding the nomination or compensation of an auditor have been adopted by the Board.

Pre-Approval Policies and Procedures

The internal regulations of the Audit and Risk Committee require the Audit and Risk Committee to preapprove the provision of any non-audit services by the Company’s external auditors to the Company or its subsidiaries in accordance with applicable legal and regulatory requirements and policies and procedures of the Board. The Audit and Risk Committee is permitted to delegate pre-approval authority to one of its members; however, the decision of any member of the Audit and Risk Committee to whom such authority has been delegated must be presented to the full Audit and Risk Committee at its next scheduled meeting.

External Auditor Service Fees

The following table sets forth, by category, the fees for all services rendered by the Company’s external auditors, Deloitte & Touche Ltda. and its affiliates, for the fiscal years ended December 31, 2021 and 2020.

For the Fiscal Year Ended December 31, 2021 .................................. December 31, 2020 ..................................	Audit Fees(1) ($) 382,687 853,245	Audit Related Fees(2) ($) - 114,083	Tax Fees(3) ($) 14,939 76,124	All Other Fees ($)
				- -

Notes:

(1) Refers to the aggregate fees billed for audit fees.

(2) Refers to transaction due diligence fees.

(3) Refers to the aggregate fees billed for transfer pricing studies.

Executive Compensation Committee

The Executive Compensation Committee is responsible for recruiting and identifying individuals qualified to become new senior management members. The Executive Compensation Committee is also responsible for determining and making recommendations with respect to all forms of compensation to be granted to the President and Chief Executive Officer, and reviewing the President and Chief Executive Officer’s recommendations respecting compensation of the other senior executive officers of the Company. In particular, the Executive Compensation Committee is responsible for, among

other things: (i) reviewing and approving corporate goals and objectives relevant to compensation of the President and Chief Executive Officer, evaluating his performance in light of such corporate goals and objectives, and making recommendations to the Board with respect to his compensation levels based on such evaluation; (ii) reviewing recommendations from the President and Chief Executive Officer regarding the appointment, compensation and other terms of employment of the Chief Financial Officer, and other executive officers, and making recommendations to the Board regarding the same; (iii) preparing and submitting to the Board at least annually a report on human resource matters of the Company; (iv) administering and interpreting the Company’s compensation arrangements and its policies respecting grants thereunder, and reviewing and recommending to the Board grants of sharebased compensation and terms thereof; (v) periodically reviewing the terms of the Company’s executive compensation programs to determine if they are properly coordinated and achieving their desired purpose; (vi) overseeing the Company’s compliance with any rules promulgated by a regulatory body relating to human resource matters; and (vii) reviewing and assessing the adequacy of its mandate from time to time.

The Executive Compensation Committee has the authority to retain external legal counsel, consultants or other advisors of its choosing to assist it in fulfilling its responsibilities, including a compensation consultant, at the expense of the Company. Any other work or services performed by such compensation consultant at the request of management must, however, be pre-approved by the Executive Compensation Committee.

Corporate Governance and Sustainability Committee

The members of the Corporate Governance and Sustainability Committee are Mónica Jiménez Gonzalez (Chair), Luis Santiago Perdomo Maldonado, and Eduardo Pacheco Cortés, all of whom are independent directors within the meaning of NI 58-101.

The Corporate Governance and Sustainability Committee has been delegated the responsibility of, among other things: (i) analysing, assessing, and monitoring compliance with the Company’s corporate governance policies and other governance documents, and applicable laws; (ii) periodically reviewing the Company’s corporate governance policies and making policy recommendations aimed at enhancing Board and committee effectiveness and managing governance risks; (iii) annually reviewing the Board Regulations and the internal regulations of proceedings of the Company’s General Shareholders Assembly, including the Board and committee mandates and position descriptions of each committee Chair, and making recommendations to the Board; (iv) ensuring timely disclosure of Company information to shareholders and the market in accordance with applicable laws; (v) setting the agenda for meetings of the General Shareholders Assembly; (vi) reviewing shareholder governance proposals and complaints; (vii) reviewing shareholder proposals to add items to the agenda of a meeting of the General Shareholders Assembly; (viii) overseeing the Company’s compliance with its corporate governance documents and applicable laws; (ix) evaluating the effectiveness of the Company’s internal controls relating to corporate governance and sustainability (except for financial, anti-corruption and anti money-laundering, and related reporting matters for which the Audit and Risk Committee is responsible); (x) reviewing and recommending to the Board the appropriate structure, size, composition, mandate and members for Board committees, and the procedures to ensure that the Board and its committees function independently of management; (xi) reviewing monitoring and making recommendations regarding new director orientation and ongoing development of existing directors; and (xii) submitting an annual report on compliance with the Company’s corporate governance measures to the General Shareholders Assembly. Regarding Board member election matters, the Corporate Governance and Sustainability Committee is responsible for recruiting and identifying individuals qualified to become new Board members and making recommendations to the Board regarding new director nominees, annually or as required. Further, the Corporate Governance and Sustainability Committee is responsible for recommending to the Board the individual director appointments to each Board committee, annually or as required. In making such recommendations, the Corporate Governance and Sustainability

Committee will consider the competencies and skills that the Board considers to be necessary for the Board as a whole to possess, for each existing director to possess, and for a new nominee to bring to the Board. The Corporate Governance and Sustainability Committee may also recommend for approval by the Board the removal of a director from the Board or a committee thereof if he or she is no longer qualified to serve as a director under applicable requirement or any other appropriate reason. In addition the Corporate Governance and Sustainability Committee is responsible for overseeing the implementation of and compliance by the Company and its subsidiaries with the Corporate Sustainability Policy, and support the Board in the development of the sustainability strategy of the Company and its subsidiaries and the policies defining the actions to be taken by the Company in this area.

Business Opportunities and Optimization Committee

The members of the Business Opportunities and Optimization Committee are José Fernando Llano (Chair), Beatriz Orrantia, Alberto Mejía Hernández and Dieter W. Jentsch.

The Business Opportunities and Optimization Committee assists and supports the Board in developing and implementing a strategy for growth and technological optimization of the Company, with regard to, among other things, (i) monitoring and evaluating business and investment opportunities for the Company and its subsidiaries; (ii) supporting the Board of Directors in guiding the growth strategy and technological and operational optimization of the Company and its subsidiaries; (iii) proposing for approval to the Board the acquisition, reorganization, sale or divestitures of current and new businesses; (iv) developing and implementing technological and operational optimization projects and strategies; (v) preparing, reviewing and/or evaluating and providing relevant recommendations to management and the Board on business opportunities proposed by the Company or presented to the Company by third parties, and the entering into corporate business transaction documents by the Company and its subsidiaries; (vi) preparing an annual work plan of the Committee according to the corporate strategy defined by the Board and (vi) any other responsibilities entrusted to it by the Board, subject to and in compliance with applicable laws.

Position Descriptions

The Board has developed written position descriptions for the Chair of each committee of the Board, which are set out in the charter of each committee. The role and responsibilities of the Chair of the Board and the Vice-Chair of the Board are set out in the Board Regulations. See also “ Board of Directors – Chair of the Board ”. The role and responsibilities of the President and Chief Executive Officer are set out in the bylaws of the Company.

Orientation and Continuing Education

New members of the Board are provided with: (i) information respecting the functioning of the Board and its committees and a copy of the Company’s corporate governance documents; (ii) access to all documents of the Company, including those that are confidential; and (iii) access to management.

Each new director participates in the Company’s initial orientation program which is reviewed annually by the Secretary General. In accordance with the Company’s Policy for the Election, Evaluation and Compensation of the Board of Directors, the initial orientation program addresses the Company’s business, operations, key risks, corporate structure, and matters relevant to the mining sector. Board members are encouraged to: (i) communicate with management and external auditors; (ii) remain abreast of industry trends and developments, and changes in legislation, with management’s assistance; (iii) attend related industry seminars; and (iv) visit the Company’s operations.

Ethical Business Conduct

The Company has a robust ethical and compliance with laws system. The Board is responsible for ethics, corporate compliance and anti-corruption, and approves the guidelines applicable to the Company and its subsidiaries, with a focus on controlling fraud and corruption and ensuring compliance with all applicable laws. With the support of the Audit and Risk Committee, the Board supervises the fulfillment of assigned roles and responsibilities, the effectiveness of its risk prevention and control model, as well as compliance with the provisions of the Code of Ethics ( Código de Etica ) of the Company (the “ Code of Ethics ”), the Corporate Policy on Anti-Bribery and Anti-Corruption of the Company (the “ Anti-Corruption Policy ”), and other applicable corporate policies. The Code of Ethics governs the conduct of the directors, officers, employees and contractors of the Company and its subsidiaries and is available at the Company’s website. The Anti-Corruption Policy requires that directors, officers, other employees, agents, consultants and contractors of the Company conduct business in a manner that does not contravene applicable anti-bribery, anti-corruption and fraud laws, and contains whistleblower protections and procedures for individuals to report complaints and concerns regarding, among other things, violations of the Code of Ethics and the Anti-Corruption Policy. The Ethics Committee or a designated member thereof is responsible for monitoring compliance with the Code of Ethics, the AntiCorruption Policy and any other relevant policies.

The Ethics Committee is formed by the President and Chief Executive Officer of the Company, the Secretary General, vice presidents of each operation, as applicable and the internal auditor. It is responsible for (i) disseminating the Company’s ethics and conduct principles, (ii) applying applicable sanctions upon infringement of the Code of Ethics, Anti-Corruption Policy and/or other relevant policies, and (iii) ensuring the confidentiality of investigations and whistleblower protection. In addition, the Company has a whistleblower report line which is managed and operated by a third party that is responsible for receiving and investigating reports of possible violations of law or the Code of Ethics. In addition, the Head of Compliance of the Company is responsible for prevention, detection and response to money laundering and corruption related matters as well as for communication and training programs in this area for all new and existing employees and contractors. All employees are obliged to report behaviors or actions related to non-compliance with internal policies, including the Code of Ethics and the Anti-Corruption Policy, and possible violations of the law, and failure to do so may result in sanctions.

The Board encourages and promotes an overall culture of ethical business conduct by promoting compliance with applicable laws, rules and regulations; providing guidance to directors, officers and other employees to help them recognize and deal with ethical issues; promoting a culture of open communication, honesty and accountability; and ensuring awareness of disciplinary action for violations of ethical business conduct. The Board also takes steps to ensure that directors and officers exercise independent judgment in considering transactions and agreements that could potentially give rise to a conflict of interest, which include ensuring that directors and officers are thoroughly familiar with the rules governing conflicts of interest, which are found in the Board Regulations. Officers and directors are subject to specific conflict avoidance guidelines, which establish conflict reporting and adjudication procedures.

Nomination of Directors

Electoral Quotient System

Under the Colombian electoral quotient system: (i) at any meeting of the General Shareholders Assembly held for the purpose of electing the directors, each holder of shares is entitled to nominate one or more persons for election; (ii) each nomination of one or more directors constitutes a slate for the purposes of the election; (iii) each slate of nominees must be listed in the order of preference for nominees in that slate to be elected; (iv) once all slates have been nominated, holders of voting shares may cast one vote for each share held in favour of a particular slate of nominees; (v) votes must be cast

for an entire slate, and may not be cast for particular nominees forming part of a slate; (vi) the total number of votes casted in the election is divided by the number of directors to be elected; (vii) the resulting quotient is the quota of votes necessary to elect particular directors; (viii) for each time that the number of votes cast for a slate of nominees is divisible by the quota of votes, one nominee from that slate is elected, in the order of the list of that slate; and (viii) when no slate has enough remaining votes to satisfy the quota of votes necessary to elect a director, any remaining board seat or seats are filled by electing the highest remaining nominee from the slate with the highest number of remaining votes cast until all available seats have been filled.

The following table illustrates the function of the electoral quotient system for the election of the directors of a corporation, as required by the Colombian Commercial Code.

Mechanics Example 1	Example 2
1. Whenever the General Shareholder Assembly is to vote on the election of directors, shareholders are entitled to propose slates of candidates, comprised of one or more nominees. Each slate must list its candidates in order of preference. For the election of nine directors, the Company recommends a first slate, and a shareholder proposes a second slate: Slate 1 (Board) Slate 2 (Shareholder) Nominee A Nominee Z Nominee B Nominee Y Nominee C Nominee X Nominee D Nominee W Nominee E Nominee F Nominee G Nominee H 2. After proposals have been submitted, holders of voting shares may cast their votes in favour of a particular slate of nominees. Votes must be cast for an entire slate and not for individual nominees forming part of a slate. Votes cast for each slate: Slate Votes Slate 1 80 Slate 2 20 Total votes 100 3. Once all votes are cast, a “quotient” must be calculated by dividing the total number of votes cast in the election by the number of directors to be elected. This quotient is used to determine the number of votes required to elect individual directors in any given slate. Quotient calculation: (A) Total votes cast 100 (B) Number of seats to be elected 9 Quotient (A / B) 11.1 1	For the election of nine directors, the Company recommends a first slate, and shareholders propose two more slates: Slate 1 Slate 2 Slate 3 Nominee A Nominee Z Nominee Q Nominee B Nominee Y Nominee R Nominee C Nominee X Nominee D Nominee W Nominee E Nominee F Nominee G Nominee H Votes cast for each slate: Slate Votes Slate 1 95 Slate 2 40 Slate 3 15 Total votes 150 Quotient calculation: (A) Total votes cast 150 (B) Number of seats to be elected 9 Quotient (A / B) 16.6 7

Mechanics
Example 1

Example 2

1. Whenever the
General
Shareholder
Assembly is to vote
on the election of
directors,
shareholders are
entitled to propose
slates of
candidates,
comprised of one or
more nominees.
Each slate must list
its candidates in
order of preference.
For the election of nine directors, the Company
recommends a first slate, and a shareholder
proposes a second slate:
Slate 1
(Board)
Slate 2
(Shareholder)
Nominee A
Nominee Z
Nominee B
Nominee Y
Nominee C
Nominee X
Nominee D
Nominee W
Nominee E
Nominee F
Nominee G
Nominee H
2. After proposals
have been
submitted, holders
of voting shares
may cast their votes
in favour of a
particular slate of
nominees. Votes
must be cast for an
entire slate and not
for individual
nominees forming
part of a slate.
Votes cast for each slate:
Slate
Votes
Slate 1
80
Slate 2
20
Total votes
100
3. Once all votes
are cast, a
“quotient” must be
calculated by
dividing the total
number of votes
cast in the election
by the number of
directors to be
elected. This
quotient is used to
determine the
number of votes
required to elect
individual directors
in any given slate.
Quotient calculation:
(A) Total votes cast
100
(B) Number of seats to be
elected
9
Quotient (A / B)
11.1
1

For the election of nine directors, the Company
recommends a first slate, and shareholders
propose two more slates:
Slate 1
Slate 2
Slate 3
Nominee A
Nominee Z
Nominee Q
Nominee B
Nominee Y
Nominee R
Nominee C
Nominee X
Nominee D
Nominee W
Nominee E
Nominee F
Nominee G
Nominee H
Votes cast for each slate:
Slate
Votes
Slate 1
95
Slate 2
40
Slate 3
15
Total votes
150
Quotient calculation:
(A) Total votes cast
150
(B) Number of seats to be
elected
9
Quotient (A / B)
16.6
7

Mechanics	Example 1				Example 2
4. The number of	Quotient allotment:				Quotient allotment:
nominees to be
elected from each	# of				# of
slate shall be determined based	Slate Votes Quotients (Q) (Votes Remainder				Slate Votes Quotients (Q) (Votes Remainder
on the number of	/ 11.11)				/ 16.67)
full quotients that	Slate 1 80 7 2.23				Slate 1 95 5 11.67
the slate received.	Slate 2 20 1 8.89				Slate 2 40 2 6.67
	Total 100 8 11.11 (1Q)				Slate 3 15 0 15
					Total 100 7 33.34 (2Q)
	Because Slate 1 received 80 votes amounting
	to 7 full quotients (80 votes divided by			the	Because Slate 1 received votes amounting to 5 full
	quotient equals 7 whole quotients	of 11.11			quotients (95 votes divided by the quotient equals
	votes each, and a remainder of 2.23 votes),			the	5 whole quotients of 16.67 votes each, and a
	first seven nominees in the slate are elected.				remainder of 11.67 votes), the first five nominees
					in the slate are elected.
	Since Slate 2 received votes amounting to		1 full
	quotient (20 votes divided by the	quotient			Since Slate 2 received votes amounting to 2 full
	equals 1 whole quotient of 11.11 votes, and a				quotients (40 votes divided by the quotient equals
	remainder of 8.89 votes), the first nominee in				2 whole quotients of 16.67 votes each, and a
	the slate is elected.				remainder of 6.67 votes), the first two nominees in
					the slate are elected.
					Slate 3 did not receive votes amounting to 1 full
					quotient. Accordingly, no nominees are elected
					from the slate on the first round, and it has a
					remainder of 15 votes.
5. Any remaining	Since only eight directors were elected			by	Since only seven directors were elected by
board seats shall be	quotients, the remaining seat shall be allotted				quotients, the remaining two seats shall be allotted
filled by candidates	to the slate with the highest remainder (8.89).				to the slates with the highest remainders. The first
from the slates with					of those seats shall be filled Nominee Q, from Slate
the highest	In this example, Nominee Y, from Slate 2,			will	3 (remainder = 15). The second seat shall be filled
remainder of votes.	occupy the ninth seat in the board.				by Nominee F, from Slate 1 (remainder = 11.67).
	The Board will therefore be composed of			the	The Board will therefore be composed of the
	following nominees:				following nominees:
	Elected Nominees				Elected Nominees
	A B C D E F G	Z		Y	A B C D E Z Y Q F

Board, Committee and Director Assessment

The Policy on the Election, Evaluation and Compensation of the Board of Directors requires the Board, with the support of the Secretary General, to evaluate annually the efficiency and efficacy of the Board, its committee and members, the adequacy of its policies and procedures, and to propose organizational and operational changes where appropriate.

The Board has mandated the Corporate Governance and Sustainability Committee to conduct annual self-assessments of the Board’s performance to evaluate the effectiveness of the Board as a whole, its committees, and the individual members of the Board and such committees, with a view of ensuring that they are fulfilling their respective responsibilities and duties. In connection with the annual selfassessment process, each director is required to provide his or her individual self-assessment, an assessment of Board and committee performance and effectiveness, and an assessment of peer performance at the Board level and the committee level. Such evaluations take into account the position description for directors and to that purpose review competencies and skills each director is expected to bring to his or her particular role on the Board or on a committee, as well as any other relevant facts. From time to time, the Corporate Governance and Sustainability Committee may also engage external

consultants to evaluate the Board, its committees, and the individual members of the Board and such committees.

Director Term Limits and Other Mechanisms of Board Renewal

The bylaws of the Company provide that directors are elected by the General Shareholders Assembly for renewable periods of one year. There is no limit on the number of times a director can be elected annually.

The Corporate Governance and Sustainability Committee is responsible for developing and updating the long-term plan for the composition of the Board that takes into consideration the current strengths, competencies, skills and experience of the Board members, retirement dates and the strategic direction of the Company. In addition, the Corporate Governance and Sustainability Committee in connection with the annual election of directors (or as it may be required), recruits and identifies individuals qualified to become new Board members and makes recommendations to the Board regarding new persons to join the slate to be nominated by the Company for election as directors. In making such recommendations, the Corporate Governance and Sustainability Committee considers the competencies and skills that must be possessed by individual nominees, and the Board as a whole, as set out in the Policy for the Election, Evaluation and Compensation of the Board of Directors. In this respect, through the Corporate Governance and Sustainability Committee and the annual Board assessment process, the Board is able to consider the contribution of current Board members and the skills and experience necessary for an effective and efficient Board, and recommends changes to best meet those needs.

Diversity on the Board and in Executive Officer Positions

Mineros considers diversity to be an important factor when considering the composition of the Board and executive management.

The Company’s diversity policy with respect to director election is set out in its Director Election, Evaluation and Compensation Policy, the adoption and amendment of which are subject to shareholder approval. Under that policy, the Company is required to take into account gender, age, country and regional diversity in connection with the election of directors. The Board is elected by way of the electoral quotient system. The Corporate Governance and Sustainability Committee reviews the composition of the Board in connection with each election of directors to ensure that each candidate and the slate of nominees to be proposed for election by the Company as a whole reflect the appropriate balance of diversity, competencies, skills and expertise required by the Board, as specified in the Director Election, Evaluation and Compensation Policy. Any shareholder-proposed slate of nominees must comply with the Board composition requirements set out in the Director Election, Evaluation and Compensation Policy, and shareholders proposing a slate of nominees must provide the General Shareholders Assembly with nominee profiles demonstrating their suitability. Slates that do not meet all requirements are not eligible to be submitted to the General Shareholders Assembly, and are eliminated from the director election process.

While the Company has not adopted a written policy relating to the identification and nomination of women or persons with other specific diversity characteristics as candidates for election or re-election to the Board or appointment as executive officers, the Board and the Corporate Governance and Sustainability Committee consider candidates’ potential to contribute to diversity within the Board and the Company’s executive leadership, including gender diversity. The Company does not believe that it is in the best interests of the Company or its shareholders to set specific diversity-based targets or quotas for director nominees and executive officer appointments, as such targets or quotas may have the effect of unduly restricting the Company’s commitment to selecting the most capable individuals. The Board and its Corporate Governance and Sustainability Committee consider diversity as one

important aspect of the director and executive officer candidate recruitment process, but do not consider it to be paramount to other important criteria.

Two of the nine directors on the Board (being 22%) are women. The Corporate Governance and Sustainability Committee considers the level of representation of women on the Board in identifying candidates for election or re-election to the Board as part of the slate of nominees proposed by the Company, but have not adopted specific targets for the reasons discussed above.

One of the seven executive officers of the Company and its subsidiaries (being 14%) is a woman. In appointing individuals to executive officer positions, the Company weighs a number of factors, including the skills and experience required for the position, as well as the candidates’ personal attributes. The Company has not adopted a target number of women executive officers. Given the small size of its executive team, the Company believes that implementing targets would not be appropriate. However, in its hiring practices, the Company considers the number of women in executive officer positions and the desirability of achieving an appropriate level of representation.

ADDITIONAL INFORMATION

Additional information relating to the Company is available on SEDAR at www.sedar.com. Financial information is provided in the Company’s audited annual financial statements and management’s discussion and analysis as at and for the year ended December 31, 2021.

In addition, copies of the Company’s audited consolidated Canadian Financial Statements as at and for the year ended December 31, 2021 and associated management’s discussion and analysis may be obtained by referring to the Company’s profile on SEDAR at www.sedar.com, on the Company’s website at www.mineros.com.co, or upon request to the Company by emailing [email protected]. The Company may require the payment of a reasonable charge if the request is made by a person who is not a shareholder of the Company.

APPENDIX 1 AMENDED POLICY FOR THE ELECTION, EVALUATION AND COMPENSATION OF THE BOARD OF DIRECTORS

Approved by the General Shareholders Assembly ~~dated March 25, 2021.~~ on [■]

I. Purpose

The purpose of this policy (the “ Policy ”) is to institute and apply best practices to define the criteria for the election, evaluation, and compensation of the members of the board of directors (the “ Board ” or “ Board of Directors ”) of Mineros S.A. (the “ Company ”).

This Policy is to be used and implemented by the Corporate Governance and Sustainability Committee of the Board (for purposes of this Policy, the “ Corporate Governance Committee ”) in the exercise of its functions, as applicable.

When the term “ Applicable Laws ” is used in this Policy, it refers, as appropriate, to Colombian laws and Applicable Foreign Law. For such purposes, “ Applicable Foreign Law ” means any law, rule, policy, regulation, decree, order, resolution, practice, standard or pronouncement issued or adopted by a governmental authority, regulatory authority, securities commission or stock exchange (and includes any rules or regulations required to be observed or followed by any transfer agent) that is applicable in any country in which shares are listed and posted for trading, or which apply to the Corporation or to such shares as a result of such listing outside of Colombia.

II. Election of Members of the Board of Directors

(a) All members of the Board will be elected taking into account best practices and the Company’s needs in accordance with the quotient mechanism as set out in the by-laws of the Company (the “ Bylaws ”) and the relevant Applicable Laws.
(b) All shareholders shall have the opportunity to submit a slate of candidates for election to the Board of Directors, as long as such slate is in compliance with the requirements of Applicable Laws and the Bylaws.
(c) At each meeting where members of the Board are elected, the shareholders will be provided with a non-binding advisory vote (the “ Advisory Vote ”) in respect of each member of the Board nominated that will permit them to vote for or against such member of the Board based on each shareholder’s assessment of the performance of each individual member of the Board. The results of such vote shall be reported publicly by the Company. For greater certainty, the Advisory Vote will only be used for evaluation purposes as provided in Section 6(b) of this Policy and will not have any other effect.
(d) The Corporate Governance Committee shall evaluate the suitability of proposed candidates for election to the Board and compliance with the requirements set out in this Policy, the Bylaws and Applicable Laws. The Corporate Governance Committee shall provide a report on its review of the suitability of each candidate and slate of proposed members to the shareholders, together with any other information required under Applicable Laws, so that shareholders can make an informed decision when voting on the election of the Board of Directors. The criteria set out in this Policy shall be taken into

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account when electing the members of the Board and shall apply to all candidates for election to the Board of Directors.

III. Election Criteria

1. Functional and professional profile

(a) When possible, each member of the Board of Directors shall offer a professional specialization consistent with the Company’s business. Each member of the Board must have proven knowledge and experience in at least three of the areas included in the skills matrix set out in Appendix “A” of this Policy.
(b) The way in which a candidate’s soft skills complement his/her profile in terms of experience, recognition, prestige, availability, leadership and group dynamics will be assessed by the Corporate Governance Committee.
(c) The Corporate Governance Committee will make sure that the list of candidates includes at least one candidate who is experienced in each of the following relevant areas: mining, finance, sustainability or corporate governance as set out in the skills matrix in Appendix “A” to this Policy. Appendix “A” of this Policy may be modified by the Board of Directors, with the support of the Corporate Governance Committee to respond to the reality of the market and the needs of the Company, without prejudice to the rights of the shareholders through the General Shareholders Assembly to effect further changes.

2. Diversity

The Company believes that a diverse Board of Directors will enhance its operations and produce greater value. In light of the foregoing, at the time of the Board’s election, the Company will seek to include members with a diversity of gender, race , generational, regional background and country background, among other.

3. Independence

As provided in the Bylaws, a majority of the members of the Board of Directors must be “independent directors” in accordance with Appendix “B” to this Policy. The Corporate Governance Committee will assess and determine the nature of each of the members of the Board of Directors, and in subsequent disclosure the Company will identify which directors are independent or not.

4. Disqualifications and incompatibilities

In addition to any competency or other qualification requirements set out in Applicable Laws or the Bylaws, an individual that falls within any of the categories below will not be eligible to be a member of the Board of Directors:

(a) persons who have been convicted of financial crimes or crimes against the public administration or of any other money laundering or terrorist financing offences and/or had been the subject of disciplinary proceedings for fiscal offences;
(b) anyone included in any restricted list for matters linked to money laundering, terrorist financing, fraud, corruption, bribery or any other illegal conduct;

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(c) persons having a pre-determined conflict of interest with the Company as set out in the Internal Regulation of the Board of Directors; and
(d) employees, officers, contractors and partners, spouses, life partners or relatives up to the third degree of consanguinity, second of affinity or first by adoption of any of the foregoing.

5. Confirmation of Eligibility

When a candidate is nominated for election to the Board of Directors, the candidate shall certify that he or she meets the requirements to hold office as a member of the Board of Directors ~~, including with respect to independence, and~~ and, when applicable, it will present a declaration of independence through which he or she will certify that complies with the standards indicated in Appendix “B” of this Policy. Additionally, the candidate shall provide to the Board of Directors all information reasonably requested by the Corporate Governance Committee in support of such ~~certificationc~~ ertifications. The Corporate Governance Committee shall verify and certify the eligibility and independence of each candidate for election to the Board.

6. Performance

The Company will define procedures that will assist members of the Board of Directors to perform their best as a governing body. These include:

(a) Onboarding and training plan for new members of the Board of Directors.

Further to the provisions set out in the Corporate Governance Committee’s charter, the Corporate Governance Committee will devise a plan using relevant resources to train new members of the Board prior to starting their tenure, at a minimum, in the following matters:

the Company’s operation and main businesses;
the Company’s main risks;
the Company’s corporate structure; and
any relevant aspects of the mining sector.

(b) Evaluation of the Board

Every year, the Board, with the support of the Corporate Governance Committee, will complete (i) a self-evaluation, (ii) an evaluation of its committees, and (iii) an evaluation of its individual members. The Board may alternate the internal self-evaluation with an external evaluation conducted by independent advisors. In completing this evaluation, the Board will take into consideration, among other things, the results of the Advisory Vote.

(c) Compensation

Each fiscal year, the Company’s General Shareholders Assembly will approve all compensation payable to the members of the Board of Directors, including the fees payable for attending Board and committee meetings, taking into consideration a report prepared and submitted to the General Shareholders Assembly by the Board, with the input of the Corporate Governance Committee in accordance with the provisions of the Corporate Governance Committee’s charter.

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The fees set by the General Shareholders Assembly, applied to the total number of Board or supporting committee meetings to which each member assists, will constitute the maximum cost of the Board and the single compensation element approved by the General Shareholders Assembly.

The total effective cost of the Board during the period of evaluation, which includes all compensation elements paid to the members of the Board, as well as the reimbursement of expenses, will be made available to the shareholders of the Company by posting on the Company’s website.

Fees will be equal for all members of the Board, except for the Chair of the Board, the Chair of any committees and members of special committees of the Board, whose compensation may be higher, taking into account their responsibilities, subject to approval by the General Shareholders Assembly.

The Company will cover the following expenses as long as they are reasonable and needed in order for the Board and its committees to carry out their duties: a) travel, accommodation and ground transportation expenses, as well as those required to send information; b) expenses related to training and refresher courses, c) costs related to the engagement of external advisors that the Board or the Corporate Governance Committee may require from time to time.

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APPENDIX “A” TO THE AMENDED POLICY FOR THE ELECTION, EVALUATION, AND COMPENSATION OF THE BOARD OF DIRECTORS

SKILLS MATRIX

~~Mining industry experience~~

~~Environmental, safety and sustainability~~
~~Mining Operations~~
~~Metallurgy~~
~~Exploration / Geology~~

~~Corporate finance / M&A~~

~~Risk management~~

~~Accounting and finance, including financial literacy~~

~~Human resources and compensation~~

~~Legal~~

~~Corporate governance~~

~~International, including social, economic and foreign policy~~

~~Trading/Logistics/Commercial~~

~~Publicly listed corporations~~ ’ ~~boards~~

~~Publicly listed corporations~~ ’ ~~management, including leading growth & operations~~

~~Communications, investor relations, public relations and media~~

Experience in the extractive sector
Corporate strategy
Mergers and acquisitions
Risk management
Accounting and Finance
Human resources and compensation
Legal
ESG (Environmental, Social, Governance)
International business
Management of publicly listed companies

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Corporate Governance Report Mineros S.A. 2021

APPENDIX `B` DEFINITION OF “INDEPENDENCE”

A director is “ independent ” if (a) he or she meets the “independence” criteria set out in Applicable Laws, and (b) he or she has no direct or indirect material relationship with the Company or its parent or subsidiary entities.

A “ material relationship ” is a relationship which could, in the view of the Board, be reasonably expected to interfere with the exercise of the director’s independent judgement.

The following people are considered to have a material relationship with the Company or its parent or subsidiaries:

(a) an individual who is, or has been within the last three years, an employee or executive officer of the Company or subsidiary entities;
(b) an individual whose immediate family member is, or has been within the last three years, an executive officer of the Company or subsidiary entities;
(c)
an individual who:
(i) is a partner of a firm that is the Company’s (or subsidiary entities’) internal or external auditor,
(ii) is an employee of that firm, or
(iii) was within the last three years a partner or employee of that firm and personally worked on the Company’s (or subsidiary entities’) audit within that time;
(d) an individual whose spouse, minor child or stepchild, or child or stepchild who shares a home with the individual:
(i) is a partner of a firm that is the Company’s (or subsidiary entities’) internal or external auditor,
(ii) is an employee of that firm and participates in its audit, assurance or tax compliance (but not tax planning) practice, or
(iii) was within the last three years a partner or employee of that firm and personally worked on the Company’s (or subsidiary entities’) audit within that time;
(e) an individual who, or whose immediate family member, is or has been within the last three years, an executive officer of an entity if any of the Company’s (or subsidiary entities’) current executive officers serves or served at that same time on the entity’s compensation committee; and
(f) an individual who received, or whose immediate family member who is employed as an executive officer of the Company (or subsidiary entities) received, more than CDN$75,000 in direct compensation from the Company (or subsidiary entities) during any 12 month period within the last three years.

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Corporate Governance Report Mineros S.A. 2021

For the purposes of (c) and (d), a partner does not include a fixed income partner whose interest in the firm that is the internal or external auditor is limited to the receipt of fixed amounts of compensation (including deferred compensation) for prior service with that firm if the compensation is not contingent in any way on continued service.

For purposes of (f), direct compensation does not include: (i) remuneration for acting as a member of the Board of Directors or of any board committee of the Company (or subsidiary entities), and (b) the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (or subsidiary entities) if the compensation is not contingent in any way on continued service.

Despite the foregoing, an individual will not be considered to have a material relationship with the Company solely because the individual or his or her immediate family member (a) has previously acted as an interim president or chief executive officer of the Company, or (b) acts, or has previously acted, as a chair or vice-chair of the board of directors or of any board committee of the Company on a parttime basis.

Additional Requirements

If the shares of the Company are listed on the Toronto Stock Exchange (the “ TSX ”) in Canada, in addition to the criteria set out above, in order to be “independent” members of the Board of Directors for certain purposes under TSX rules and policies, members of the Board would also need to meet the following criteria set out by the TSX:

An independent member is a person who:

(a) is not a member of management of the Company and is free from any interest and any business or other relationship which in the opinion of the TSX could reasonably be perceived to materially interfere with the director's ability to act in the best interest of the Company; and
(b) is a beneficial holder, directly or indirectly, or is a nominee or associate of a beneficial holder, which collectively holds 10% or less of the votes attaching to all issued and outstanding securities of the Company.

The TSX will consider all relevant factors in assessing the independence of the director. As a general rule, the following persons would not be considered an independent director:

(a) a person who is currently, or has been within the past three years, an officer, employee of or service provider to the Company (or its parent, subsidiary entities, or affiliates); or
(b) a person who is an officer, employee or controlling shareholder of a company that has a material business relationship with the Company.

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APPENDIX 2 2021 GOVERNANCE REPORT

ANNUAL CORPORATE GOVERNANCE REPORT MINEROS S.A.

2021

CONTENT

INTRODUCTION ......................................................................................................................... 2-1	INTRODUCTION ......................................................................................................................... 2-1
I.	RELEVANT FACTS .......................................................................................................... 2-2
II.	CAPITAL STRUCTURE OF THE COMPANY. .................................................................. 2-3
III.	MANAGEMENT OF THE COMPANY ............................................................................... 2-5
IV.	TRANSACTIONS WITH RELATED PARTIES. ................................................................. 2-9
V.	MANAGEMENT SYSTEMS OF THE COMPANY OR GROUP. ...................................... 2-10
VI.	GENERAL SHAREHOLDERS ASSEMBLY. ................................................................... 2-13

INTRODUCTION

The year 2021 was a historic year for Mineros S.A. (“ Mineros ” or the “ Company ”). Despite the global impact of the COVID-19 pandemic and all of the challenges that it presented, the Company achieved one of its largest milestones, its initial public offering (“ IPO ”) of its common shares (“ Common Shares ”) on the Toronto Stock Exchange (“ TSX ”) in Canada and concurrent public offering in Colombia, a milestone that brings both great possibilities but also new challenges. One of the fundamental pillars of the Canadian market and regulatory focus is effective corporate governance. Following our listing on the TSX, Mineros now complies with both Colombian and Canadian standards for environmental social and corporate governance (“ ESG ”), which makes us unique in the Colombian market. The Company is focused on ensuring that its business is managed effectively in order to maximize value for shareholders and other major stakeholders.

We chose the TSX as it is the global market leader for the mining sector. Our listing on the TSX facilitates access to a significant range specialized investors which may result in improved liquidity. Overtime, we expect to be able to decrease our cost of capital and increase the liquidity of our shares, for the benefit of all our shareholders and other stakeholders. Our TSX listing represents but one-step in Mineros’ ongoing efforts to achieve the greatest possible results for all our stakeholders.

Although challenging, adapting our business and structure to comply with the new international standards in ESG has resulted in a renewed commitment to the market and society. Being subject to Canadian standards has also meant adjusting our disclosure standards so that we are able to comply with both Canadian and Colombian regulations. The largest changes for Mineros on this front relate to the preparation and disclosure of technical and financial reporting fronts, where we now need to comply

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Corporate Governance Report Mineros S.A. 2021

with the globally recognized Canadian standards for reporting on our mineral properties and with the Colombian and Canadian rules for the preparation of our financial statements.

In anticipation of these challenges, Mineros has, since 2018, been strengthening its corporate governance systems. This process has included the review of its internal regulations and the strengthening of each of its levels of corporate government. Mineros has also made significant improvements in its systems aimed at preventing money laundering, bribery and corruption in an effort to guarantee high levels of ethics and transparency in our organisation.

This report follows the recommendations of the Colombian Code of Best Corporate Practices 2014 Country Code, and it is aimed at both describing changes to and assessing compliance with our various governance standards during the 2021 fiscal year.

I. RELEVANT FACTS

Updating of the corporate governance system (“Corporate Governance”): In November 2021, Mineros completed its IPO on the TSX. Concurrently with closing of the IPO, Mineros closed a concurrent public offering of Common Shares in Colombia (the “Colombian Offering”). To make the IPO a reality, it was necessary to strengthen, adjust and modernize our entire corporate governance system through the design, implementation and dissemination of policies that complied not only with Colombian regulations but also with Canadian requirements. We will detail these changes in this this report.

The policies updated and implemented during 2021 were the following:

Corporate Governance Policies:
Shareholders Assembly Regulations
Policy for the Election, Evaluation and Compensation of the Board of Directors of the Company
Internal regulations of the Board of Directors and its Committees
Dividend Policy
Insider Trading Policy
Corporate Disclosure Policy
Code of Good Governance
Related Party Transactions
Compliance Policies :
Code of Ethics
Ethics Committee Charter
Corporate Policy on Anti-Bribery and Anti-Corruption
Anti-Money Laundering and Anti-Terrorist Financing Policy
Internal Manual for the Prevention of Money Laundering and Financing of Terrorism
Sustainability Policies:
Philanthropy Policy
Environmental, Security and Social Responsibility Policy

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Corporate Governance Report Mineros S.A. 2021

Human Management Policies
People Policy
Executive Compensation Committee Charter
Evaluation Board of Directors : In October 2021, the Board of Directors engaged A.T. Kearney, Inc. (“ Kearney ”) to carry out an independent evaluation of the performance of the Board of Directors - See Section III(n) of this report for more details .

II. CAPITAL STRUCTURE OF THE COMPANY.

a) Capital structure.

Social capital	Amount	No. of Common Shares	Nominal value
Authorized capital	COP$400,000,000	800,000,000	COP$0.50
Issued and paid capital	COP$177,978,131	355,956,252
Common Shares in circulation		299,737,402
Common Shares Reacquired		56,218,850

b) Shareholders with significant holdings.

As of December 31, 2021, the Company had 299,737,402 Common Shares issued and outstanding, being its principal shareholders (those with 5% or more of the subscribed capital, each a “ Significant Holder ”) those listed below:

Name	Number of Common Shares	Percentage of Participation
BANDERATO COLOMBIA S.A.S	46,325,781	15.455 %
NEGOCIOS Y REPRESENTACIONES S.A.S.	33,748,497	11.259 %
VINCE BUSINESS COLOMBIA S.A.S	31,744,486	10.591 %
CORPORACION FINANCIERA COLOMBIANA S.A.	23,850,263	7.957 %
CDS & CO*	16,290,723	5.435 %
Other shareholders with less than 5% each		49.3 %
	299,737,402	100 %

CDS&Co is the Canadian Depositary for Securities Limited, the depositary of shares issued in Canada in whose name shares of a substantial number of shareholders outside of Colombia are registered.

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Corporate Governance Report Mineros S.A. 2021

c) Common Shares owned directly (in a personal capacity) or indirectly (through companies or other vehicles) by the members of the Board of Directors and their voting rights.

Name	Number of Common Shares
Alberto Mejía Hernández	2,133,053
Eduardo Pacheco Cortés	333,361
José Fernando Llano Escandón	100,000
Sergio Restrepo Isaza	100,000
Luis Santiago Perdomo Maldonado	60,000
Dieter W. Jentsch	100,000

d) Family, commercial, contractual or corporate relationships that exist between the Significant Holders and the Company, or among the Significant Holders.

Mineros has commercial relationships with Axa Colpatria Seguros S.A. and Seguros de Vida Colpatria S.A, each being members of the Colpatria group of companies, relating to insurance and financial coverages (derivative contracts, futures in USD), which transactions are undertaken accordance with Mineros’ Contracting Policy and on market terms.

e) Transactions that the members of the Board of Directors, Senior Management and other Administrators have carried out with the Common Shares and other securities issued by the Company.

During 2021 the following transactions were made:

Sale of 100,000 Common Shares by Alberto Mejía Hernández.
Transfer of 5,090 Common Shares by Eduardo Pacheco Cortés in an OTC transaction.
Senior Management’s participation in the IPO and the Colombian Offering, resulted in the following acquisitions of Common Shares:

Name	Number of Common Shares
Andres Restrepo Isaza	165,000
Alan Wancier Rode	11,000
Eduardo Flores Zelaya	75,000
Ana Isabel Gaviria Arteaga	20,565
Santiago Cardona Munera	30,000
Carlos Mario Gomez Pelaez	37,000

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Corporate Governance Report Mineros S.A. 2021

Name	Number of Common Shares
John Jairo Cuervo	8,500

With respect to the IPO and the Colombian Offering, holdings of members of the Board of Directors are as reported in paragraph (e) above.

f) Summary of known agreements between shareholders.

No shareholder agreement has been deposited with Management of the Company.

g) Treasury shares held by the Company.

The Company had previously repurchased 56,218,850 Common Shares which it continues to hold. Rights associated with Common Shares are suspended while they are held by the Company.

III. MANAGEMENT OF THE COMPANY

a) Composition of the Board of Directors and identification of the origin or nature of each of the members, and of the Committees constituted within it.

Below is the composition of the Board of Directors and the status under Colombian law of each of its members. The composition of each committee of the Board is set out at item (j) of this Section III.

Name	Independence	Appointment Date
Eduardo Pacheco Cortés	Independent	18-Mar-05
José Fernando Llano Escandón	Independent	18-Mar-09
Luis Santiago Perdomo Maldonado	Independent	31-Jul-02
Juan Carlos Páez Ayala	Independent	22-Mar-17
Alberto Mejía Hernández	Independent	16-Mar-95
Beatriz Orrantia	Independent	3-Apr-20
Dieter W. Jentsch	Independent	3-Apr-20
Mónica Jiménez González	Independent	3-Apr-20
Sergio Restrepo Isaza	Independent	3-Apr-20

b) Bios of the members of the Board of Directors.

The bios of the Board members are published on Mineros’ website at the following link: https://mineros.com.co/es/Nosotros/Junta-Directiva

c) Changes in the Board of Directors during the year.

In 2021 there were no changes to the composition of the Board.

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Corporate Governance Report Mineros S.A. 2021

d) Participation by directors of Mineros on the board of directors of any subsidiary of Mineros.

José Fernando Llano Escandón, a member of the Board of Directors of Mineros, is also a member of the board of directors of Hemco Nicaragua S.A.

e) Policies approved by Mineros’ Board of Directors over 2021.

The Board of Directors approved modifications to the following policies during 2021:

Corporate Governance Policies : i) Amendments to the Board Regulations, ii) Dividend Policy, iii) Insider Trading Policy, iv) Corporate Disclosure Policy, v) Corporate Governance Code, and vi) Related Party Transactions Policy.
Compliance Policies: i) Code of Ethics ii) Ethics Committee Charter, iii) Anti-Corruption Policy, iv) AML Policy, and v) Manual for the Prevention of Money Laundering and Financing of Terrorism
Sustainability Policies: i) Philanthropy Policy, ii) Corporate Sustainability Policy, and iii) Corporate Governance and Sustainability Committee Charter
Human Management Policies: i) People Policy, and ii) Executive Compensation Committee Charter

f) Process for appointing the members of the Board of Directors.

The election of the Board of Directors is made in accordance with the Colombian electoral quotient system and the Policy for the Election, performance and Compensations of the Board of Directors.

All shareholders have the opportunity to present a list of candidates for election to the Board of Directors, provided that such list meets the requirements of applicable laws and the Company’s bylaws. In addition, at each meeting in which members of the Board of Directors are elected, the shareholders will be provided with a non-binding advisory vote in respect of each member of the Board of Directors nominated that will permit them to vote for or against such member of the Board of Directors based on each shareholder’s assessment of the performance of each individual member of the Board of Directors The Company will publicly report the results of such voting.

The Corporate Governance Committee will evaluate the suitability of proposed candidates for election to the Board of Directors and compliance with the requirements set out in the Policy for the Election, Evaluation and Compensation of the Board of Directors, the bylaws and applicable laws. The Corporate Governance Committee shall provide a report on its review of the suitability of each candidate and slate of proposed members to the shareholders, together with any other information required under applicable laws, so that shareholders can make an informed decision when voting on the election of the Board of Directors.

All of the above is regulated by Article 32 of the Company’s bylaws, the Board Regulations, the Corporate Governance Code and the Policy for the Election, Evaluation and Compensation of the Board, all of which are available of Mineros’ website.

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Corporate Governance Report Mineros S.A. 2021

g) Director Election, Evaluation and Compensation Policy.

The remuneration policy of the Board of Directors was approved in April 2020 and amended in April 2021 under the name Policy for the Election, Evaluation and Compensation of the Board of Directors or Mineros.

h) Compensation of the Board of Directors

For the period 2020 - 2022, the remuneration of the Board of Directors was approved by the General Shareholders Assembly as follows:

Type of Fee Chair of the Board ................................................................................ Board member (including Chair) .......................................................... Chair – Audit and Risk Committee ....................................................... Member – Audit and Risk Committee (excluding Chair), Corporate Governance and Sustainability Committee, Executive Compensation Committee, Business Opportunities and Optimization Committee ...... Meeting fee (per meeting attended) .....................................................		Amount
	2021 $30,000 $20,000 $25,000 $5,000 $2,500	2020 $30,000 $20,000 $25,000 $5,000 $2,500	2019
			Nil Nil Nil Nil $762

i) Quorum of the Board of Directors:

The quorum of the Board of Directors to transact business is five (5) of its members. Decisions will be made by majority vote of the members of the Board of Directors who attend the respective meeting.

j) Meeting attendance data of the Board of Directors and its Committees.

The following table summarizes the attendance record of each director for all Board and committee meeting held during the fiscal year ended December 31, 2021:

Name of Director Eduardo Pacheco Cortés .......................... Alberto Mejía Hernández .......................... Luis Santiago Perdomo Maldonado .......... José Fernando Llano Escandón................ Juan Carlos Páez Ayala ............................ Beatriz Orrantia ......................................... Dieter W. Jentsch ...................................... Mónica Jiménez González ........................ Sergio Restrepo Isaza ...............................			Meetings Attended	Meetings Attended
	Board 4 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7 7 of 7	Audit and Risk N/A N/A N/A N/A 6 of 6 N/A 6 of 6 N/A 6 of 6	Corporate Governance and Sustainability 1 of 3 N/A 3 of 3 N/A N/A N/A N/A 3 of 3 N/A	Executive Compensation N/A N/A 3 of 3 3 of 3 N/A 3 of 3 N/A N/A N/A	Business Opportunities and Optimization
					N/A 2 of 2 N/A 2 of 2 N/A 2 of 2 2 of 2 N/A N/A

k) Chairman of the Board of Directors (functions and key issues).

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Corporate Governance Report Mineros S.A. 2021

include: (i) ensuring that the Board sets and effectively implements its strategic plan, including by coordinating the meetings of the Board and its committees; (ii) providing leadership to foster the effectiveness of the Board; (iii) reporting to the General Shareholders Assembly on the activities of the Board, and acting as a liaison between the Board and shareholders; (iv) ensuring an effective relationship exists between the Board and senior management of the Company, and that the directors receive the information required for the proper performance of their duties; (v) chairing Board meetings, including stimulating debate, providing adequate time for discussion of issues, encouraging full participation and discussions and confirming that clarity regarding decision-making is reached and accurately recorded; (vi) chairing meetings of the General Shareholders Assembly; (vii) together with the Corporate Governance and Sustainability Committee, ensuring that an appropriate system is in place to evaluate the performance of the Board as a whole, the Board’s committees and individual directors; (viii) together with the President and Chief Executive Officer, representing the Company to external groups, including the shareholders of the Company and other parties such as customers, suppliers, the media and government; (ix) ensuring that the Board establishes and effectively monitors implementation of the Company’s strategic plan; (x) communicating with senior management so that it is aware of concerns and needs of the Board and the shareholders of the Company; (xi) consulting with the Corporate Governance and Sustainability Committee on candidates for nomination or appointment to the Board; (xii) working with the President and Chief Executive Officer of the Company to ensure that the Board is provided with the resources to permit it to carry out its responsibilities and raising any issues that are preventing the Board from being able to carry out its responsibilities; and (xiii) assisting the President and Chief Executive Officer in fulfilling his responsibilities, as necessary.

l) Secretary of the Board of Directors (functions and key issues).

The Company has a Corporate Secretary whose functions are described in the Bylaws and in the Board Regulations, published on the Company’s website. The main functions of the Corporate Secretary include coordinating, scheduling and convening the meetings of the Board and its committees, sending information prior to the meetings, keeping corporate documentation, recording the development of the meetings in the minute books, certifying the resolutions of the corporate bodies, ensuring the legality of the actions of the Board and that its procedures and governance rules are respected and complied with in accordance with the provisions of the corporate governance documents and the applicable laws. The current Corporate Secretary of the Company is Dr. Ana Isabel Gaviria Arteaga.

m) Relationships between the Board of Directors and the Statutory Auditor, financial analysts, investment banks and rating agencies.

During the reporting period, the statutory auditor had proper interactions with the Board and fulfilled its duties and attended all meetings of the Audit and Risk Committee. There was no relationship between the Board of Directors and financial analysts or rating agencies.

During 2021, there were relationships between the Board of Directors and investment banks engaged to facilitate the Company’s Canadian Offering and concurrent Colombian Offering, through contracts containing standard market conditions between the Company and each of Corredores Davivienda S.A., Comisionista de Bolsa, as underwriter for the Colombian Offering, and Scotia Capital Inc. and Sprott Capital Partners LP, collectively the underwriters for the Canadian Offering.

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Corporate Governance Report Mineros S.A. 2021

n) Information on the performance of the evaluation processes of the Board of Directors and Senior Management, as well as a summary of the results.

During the month of October 2021, Kearney completed an evaluation of the Board of Directors for the period 2020 – 2021. Kearney's methodology considered the main codes of corporate governance in the world (including, among others, the FRC Code of the United Kingdom and the OECD guidelines for corporate governance). Given that at the date of the evaluation Mineros was only listed in Colombia, the evaluation had a special focus on reviewing compliance with local corporate governance standards, especially those defined by the Colombian Country Code ( Codigo Pais ), and the reference base in the review were the main Colombian companies listed on the Colombian stock exchange. Kearney's results included:

The Board of Directors was considered to have a high level of performance relative to the Colombian peer group, although it was noted that the Board of Directors was still working to strengthen some aspects of its corporate governance model.
The decision to list on the Toronto Stock Exchange resulted in some positive changes in the independence and composition of the Board.
The Board demonstrates an open culture that encourages discussion at meetings.

Taking into consideration the results of this evaluation, the Board, through the Corporate Governance Committee, defined a work plan that involves each of the Board's support Committees, in order to implement the proposed recommendations, which is followed-up regularly. This year we will carry out a self-assessment and in the future another external assessment will be carried out with a more international focus and emphasis on the Canadian market.

IV. TRANSACTIONS WITH RELATED PARTIES.

a) Detail of the most relevant transactions with Related Parties.

The Company has established a policy regarding transactions with related parties. The report of transactions with related parties in 2021 is set out in the Company’s unconsolidated and consolidated Colombian financial statements as at and for the year ended December 31, 2021.

b) Powers of the Board of Directors

All economic transactions between the Company and its administrators and main executives, apart from those related to their employment generally, must receive prior approval of the Board of Directors in the case of administrators of the Company, or the legal representatives of the Company (the President and Chief Executive Officer and the Chief Financial Officer), if it involves other executive officers.

Likewise, all transactions between the Company, its majority shareholders, directors and executive officers are subject to prior approval and must be carried out under normal market conditions.

c) Conflicts of interest presented and actions of the members of the Board of Directors.

During the period, no conflicts of interest were identified.

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d) Mechanisms to resolve conflicts of interest between members of the organization and their application during the year.

The mechanisms to resolve conflicts of interest are defined in the Board Regulations as a function of the Audit and Risk Committee and the Board of Directors. No such conflicts of interest were identified in 2021.

V. MANAGEMENT SYSTEMS OF THE COMPANY OR GROUP.

a) Description of the Comprehensive Management System of the Company and its modifications during the period.

In 2021, the organization maintained and updated all of its policies and internal regulations which together form and establish the guidelines and parameters under which the organization’s governance is governed.

As part of this framework, there is the “Corporate Comprehensive Management Policy”, which provides that “we do responsible mining that promotes sustainable development for the well-being of all, we seek operational excellence with innovation and continuous improvement, we work with empowered, ethical and competent personnel, respecting Human Rights and legal requirements”.

In 2021, our operations in Colombia and Argentina were received IOS 14001 certification for their environmental management systems and ISO 45001 certifications for their occupational health and safety management systems. Our Nicaraguan operation are working toward similar certifications and it is estimated that they will be completed in the first half of 2022.

In 2021, the Group unified its corporate occupational health and safety, environmental and sustainability policies in the “Corporate Sustainability Policy”, which sets out as principles:

The use and conservation of natural resources;
Contribution to the social development of communities;
Promotion of productive activities;
Interaction with local, public and private actors, cooperating without interfering and supporting without supplanting; and
The generation of relationships of mutual trust between the government, the Company and the communities.

b) Description of the Comprehensive Risk Management System.

In 2021, Mineros worked under its governance model for risk management, maintaining a simple, homogeneous vision and with a corporate approach that allowed dealing with and addressing the risks and opportunities that could impact the business with a top-down view, from strategic to operational. This included a centralized risk management system through a technological solution that eliminates manual work and allows consistent management of information associated with strategic and country local risks.

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Corporate Governance Report Mineros S.A. 2021

The foregoing was fulfilled in accordance with the Internal Controls Policy, where “ we focus through a systematic process on the risks that affect the fulfillment of our strategy and the development of our operations, in order to take advantage of the opportunities of the business and manage the events that may violate the achievement of our objectives ”.

Periodically, the risk team, based on the strategy and analysis of the industry context, reports to the President and Chief Executive Officer and the Chief Financial Officer the behavior of the risks, and the Board of Directors, acting through its Audit and Risk Committee, reviews its assessment, management in the effectiveness of controls, exposure to risk and protection of value creation.

Model for Risk Management

Our model is based on the ISO 31000 international standard to identify, evaluate and assess risks under three pillars: strategic, methodological and self-control; assigning its management to the operation and/or function that presents the greatest exposure and experience for its management. The VicePresidents are responsible for its management on a day-to-day basis, promoting a culture of selfmanagement.

Given that corporate risks directly affect the fulfillment of the Groups’ strategic objectives, they are monitored at the highest level by the Senior Management of the Company.

The model also contains the methodology to be followed to identify, analyze, evaluate, treat, report and monitor corporate, country and process risks, defining those responsible for their management at all levels of the Group.

For 2021, corporate risks were periodically validated and evaluated, based on which our operations in Argentina, Colombia and Nicaragua identified and evaluated their risks at a tactical level.

c) Materialization of risks during the year.

Inadequate management for the safety and health of workers

Due to the global COVID-19 pandemic, in 2021, attention was focused on health risks (both physical and mental), including ensuring that Mineros complied with all local regulations enacted in the jurisdictions in which we operate as a result.

As a result of our efforts, our operations had the support of local governments to continue operating during the pandemic, with the application of demanding control measures and strict adherence to the guidelines of the relevant health authorities. Mineros created “Crisis Committees” in each country to manage the pandemic response in real time.

Some of the measures adopted included: local adaptations by which local spaces for operation were modified in order to allow for isolation, isolation protocols, shift changes to avoid crowding, establishment of replacement programs to mitigate incapacities or absences due to COVID-19, delivery of medical supplies to the operation and to the nearby communities where we operate, awareness campaigns for testing and vaccination, and work from home alternatives; all of which allowed the continuity of operations, without major impact.

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Corporate Governance Report Mineros S.A. 2021

Licenses and Permits

During 2021, the Company obtained, renewed and/or kept in force the necessary environmental, social and/or legal permits which were required for our operations. Mineros continues to work to obtain all permits that will be required moving forward in due course.

As noted above, there was a brief delay in obtaining certain environmental permits in Colombia, however, this did not materially impact the results.

d) Response and supervision plans for the principal risks.

Climate risk

Changes in climatic conditions and in the intensity of events such as hurricanes, droughts and floods, were considered as factors that could affect our operations. Each operation identified the natural events that could impact them, taking the necessary measures to monitor and respond to possible cases that may arise.

Given the realities of climate change and its real life impact on operations, we are actively developing strategies to mitigate these effects, such as: self- generation of energy through clean sources, efficient use of natural resources, substitution of chemical processes for physical processes, measurement of our carbon footprint, plantations and forest offsets, and management measures for physical and biotic components. This strategies are discussed in more detail in our sustainability report.

Legal, social, political and/or economic instability

We are respectful of social, legal and/or economic policies of each country, seeking to be a business benchmark in each of the countries where we operate, actively participating in mining associations and unions, complying with applicable regulations and actively participating in the attention and implementation of policies and regulations.

Risk of fraud or corruption

We have instituted strong operational controls relating to the custody, transportation and final delivery of our production to the international clients with whom we do business.

We have clear procurement and contracting policies that involve local labor in the areas where we operate backed by the principles that are included in our Corporate Policy on Anti-Bribery and AntiCorruption, Anti-Money Laundering and Anti-Terrorist Financing Policy and Corporate Sustainability Policy.

Additionally, we have a corporate CSOX control model with which we seek to give peace of mind to our investors, for the assurance in the preparation, presentation and disclosure of our financial information.

Cyber risk

In 2021, we worked on strengthening the controls that allow us to mitigate the cyber risks to which the Company's information systems are exposed, in alignment with the international standards that regulate: governance matters; operations on cyber-security based on monitoring, testing and response to incidents, as well as awareness of the use of the Company's technological systems through a sensitivity

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Corporate Governance Report Mineros S.A. 2021

plan with our collaborators, including the establishment of a business continuity management model that includes disaster recovery.

Infrastructure risk

Due to the risks associated with the operation of mines, production plants and energy infrastructure, the Group has identified the critical assets that support its operation and prioritizes them in terms of maintenance, stock of spare parts, replacements and innovation.

Mineros is working to ensure that all our facilities in our different operations are built and maintained under the best international standards, with follow-up and monitoring measures that allow for their surveillance, in a way that guarantees their stability and compliance with current regulations and legal standards.

Business Continuity

During 2021, Mineros developed its business continuity management program under the international guidelines and standards ISO 22301, 22313, 27031 and 24762, considering the components of:

Business continuity, which focuses on the rapid stabilization, restoration and recovery of business-critical processes.
Crisis management: aimed at managing problems and implications in communications, reputation and humanitarian assistance.
Disaster recovery: aimed at the recovery of continuity of services, information technology and communications.
Testing: oriented to the design and execution of system tests according to the defined methodology.

The system created for Mineros is the basis on which the continuity management programs for the subsidiaries in Argentina, Colombia and Nicaragua will be built in 2022.

VI. GENERAL SHAREHOLDERS ASSEMBLY.

a) Differences in the functioning of the General Shareholder Assembly between the minimum system of current Colombian regulations and the one set out in the Bylaws and the Shareholders Assembly Regulations of the Company.

In 2021, the Company’s bylaws and Shareholders Assembly Regulations contemplated operating rules in the General Assembly of Shareholders, with differences from what is established in the minimum regime of the current regulations, as described below:

Call to shareholders’ meeting, is done with an anticipation of 30 calendar days. The possibility is included for a number of shareholders representing at least 5% of the subscribed capital to call a meeting.
The call to the meeting, in addition to being published by the means established by law, is communicated on the Company’s website.

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Shareholders have the right to provide recommendations on corporate governance to the Company, through written requests submitted to the Office of Investor Relations or any other department that performs the same functions.
Shareholders have the right to present proposals to the Board of Directors, either individually or together with other shareholders, as long as they represent at least five percent (5%) of the subscribed shares. Proposals must be submitted to the Office of Investor Relations or any other relevant department, which must submit such proposals to the Board of Directors or the relevant committee thereof for their review and consideration. The Company undertakes to make public the proposed resolutions that will be submitted for consideration at the General Assembly of Shareholders.
Shareholders may propose the inclusion of new items on the agenda and/or make proposals for resolutions or decisions to be adopted by the General Assembly of Shareholders by means of a written and reasoned request addressed to the Corporate Governance and Sustainability Committee, which must be submitted within five (5) calendar days after the call notice.
The separate voting of the articles subject to statutory reforms is included, unless it is a comprehensive reform.
At least fifteen (15) calendar days before the holding of each meeting, the Company will make public through the Company’s website or other suitable means that the Company considers, any information related to the agenda and the proposed resolutions that will be submitted to the consideration of the General Assembly of Shareholders by the Board of Directors or senior management.
For the granting of proxies, the Company will make available to the shareholders, through its website or other suitable mechanisms, a form of proxy or letter of representation so that the shareholders can be represented by third parties at the General Shareholders Assembly, subject to the limitations and restrictions established in the Bylaws and applicable laws.

b) Measures adopted during the year to encourage shareholder participation.

In 2021, the following measures to encourage shareholder participation, among others, were complied with:

Submit proposals to the Board of Directors, either individually or together with other shareholders, provided that they represent at least five percent (5%) of the subscribed shares. Proposals must be submitted to the Office of Investor Relations or any other relevant department, which must submit such proposals to the Board of Directors or the relevant committee thereof for their review and consideration.
The Company will give equal treatment to all shareholders with regard to requests, claims and information, regardless of the value of their investment or the number of shares they own. All shareholders of the Company will be treated fairly, taking into consideration that all shareholders have the same rights depending on the number and class of shares held.

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Corporate Governance Report Mineros S.A. 2021

Any shareholder may exercise before the Company the rights inherent to their status as shareholder, through designated proxies.

c)

Information to shareholders and communication with them.

Mineros has different communication channels with its shareholders and investors, including a specialized hotline, an Investor Relations Office located at the Company’s domicile and another in Canada. The website includes a section dedicated to them, which includes all relevant documents and information. With the implementation of these channels, the timely, efficient and clear supply of information is guaranteed.

d) Number of requests and matters on which shareholders have requested information from the Company.

The Investor Relations Department responded to 20 requests, mainly in relation to tax certificates, clarification of withholding at the source of dividends paid, expansion of the information on the disclosure of results, information on which analysts follow up on the stock and concerns about the change of the subsidiaries in Colombia to Sociedad BIC.

e) Attendance data at the General Assembly of Shareholders.

During 2021, two shareholders’ meetings were held: the ordinary one on March 25, 2021 and an extraordinary one on April 16, 2021. They were carried out virtually due to the COVID-19 pandemic, for which the current regulations, statutes and applicable internal regulations were fully complied with the support of Depósito Centralizado de Valores de Colombia Deceval S.A., being the Colombian depositary and registrar and transfer agent of the Company for the Common Shares listed on the Colombian Exchange, with whom the system of virtual assemblies was contracted.

In the ordinary meeting there was a participation of 61.36% of the subscribed and outstanding shares of the Company.

The assembly was convened more than 30 calendar days in advance, with notice made through the Company’s website and two newspapers with wide national circulation. information related to the topics

to be discussed at the meeting was physically made available to the shareholders at the offices of Mineros in Medellín and through its website 15 business days in advance, in accordance with the provisions of Article 10 of the Shareholders Assembly Regulations and Article 3 of the Code of Good Governance and applicable laws.

In the case of the extraordinary meeting, there was a participation of 67.24% of the Company’s subscribed and outstanding shares. The meeting was convened 15 calendar days in advance, with notice made through the Company’s website and two newspapers with wide national circulation in accordance with the provisions of Article 10 of the Shareholders Assembly Regulations and Article 3 of the Code of Good Governance and applicable laws. The information related to the topics to be discussed at the meeting was made available to the shareholders physically and on the website once the call was sent.

f) Details of the main agreements reached.

During the ordinary meeting, the General Assembly of Shareholders transacted the following business:

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Approved the Directors’ Management Report
Approved the Statutory Auditor’s Report
Approved the separate and consolidated financial statements as of December 31, 2020
Approved the Profit Distribution Project
Approved the comprehensive reform of the Company Bylaws
Elected the Statutory Auditor for the period 2021-2023 and assigned his fees

During the extraordinary meeting, the General Assembly of Shareholders transacted the following business:

Approved a comprehensive reform of statutes
Approved a corporate governance policy reform:
a. Shareholders Assembly Regulations
b. Director Election, Evaluation and Compensation of the Board of Directors Policy
Approved to carry out an issuance and public offering of shares in the stock market of Colombia and Canada
Approved economic rights of the shares that will be offered in the Colombian and Canadian markets

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APPENDIX 3 MINEROS S.A.

AUDIT AND RISK COMMITTEE CHARTER

I. Purpose

The purpose of the Audit and Risk Committee (the “ Committee ”) is to assist the board of directors (the “ Board ”) of Mineros S.A. (the “ Company ” or “ Mineros ”) in fulfilling its oversight responsibilities with respect to:

(a) financial reporting and disclosure requirements;
(b) evaluating accounting procedures, interacting with the auditor in connection with preparation of financial statements and other related matters; and
(c) in general, ensuring that an effective risk management and financial control framework has been implemented and tested by management of the Company,

as instituted by this Audit and Risk Committee Charter (this “ Charter ”).

When the term “ Applicable Laws ” is used in this Charter, it refers, as appropriate, to Colombian laws and Applicable Foreign Law. For such purposes, “ Applicable Foreign Law ” means any law, rule, policy, regulation, decree, order, resolution, practice, standard or pronouncement issued or adopted by a governmental authority, regulatory authority, securities commission or stock exchange (and includes any rules or regulations required to be observed or followed by any transfer agent) that is applicable in any country in which shares are issued, or which apply to the Company or to such shares as a result of such shares having been listed and posted for trading on any stock exchange outside of Colombia.

II. Composition

(a) The Board will appoint the members (“ Members ”) of the Committee after the ordinary meeting of the General Shareholder Assembly. The Members will be appointed to hold office until the next ordinary meeting of the General Shareholder Assembly or until their successors are appointed. The Board may remove a Member at any time and may fill any vacancy occurring on the Committee. A Member may resign at any time and a Member will cease to be a Member upon ceasing to be a director.
(b) The Committee will consist of at least three (3) directors, all of whom are: (i) “independent” as set out in Appendix “B” to the Policy for the Election, Evaluation and Compensation of Board of Directors of the Company, (ii) comply with the additional independence criteria set out in Appendix “A” to this Charter, and (iii) financially literate. In addition, each Member will be free of any relationship which could, in the view of the Board, reasonably interfere with the exercise of a Member’s independent judgment. For the purposes of this Charter, an individual will be considered financially literate if he or she has the ability to read and understand a set of financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues that can reasonably be expected to be raised by the Company’s financial statements.

III. Meetings

(a) Meetings of the Committee will take place no less than every three (3) months, at such times and places as the Chair of the Committee may determine. Forty-Eight (48) hours

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advance notice of each meeting will be given to each Member by any written means, unless all Members are present and waive notice, or if those absent waive notice before or after a meeting. Members may attend all meetings either in person or by conference call or videoconference.

(b) Committee meetings may be called at any time by the Chair of the Committee at the request of the auditor, the Company’s President, the Chief Financial Officer or any Member. Any such request will set out in reasonable detail the business proposed to be conducted at the meeting so requested. The auditor and any other person invited to attend a meeting of the Committee may attend and participate in the meeting, but shall not be entitled to vote.
(c) The Board will appoint one of the Members to act as the Chair of the Committee. The internal auditor of the Company will act as the secretary of all meetings and will maintain minutes of all meetings and deliberations of the Committee. In the absence of the internal auditor at any meeting, the Committee will appoint another person who may, but need not, be a Member to be the secretary of that meeting.
(d) Two (2) Members will constitute a quorum for a meeting of the Committee. Each Member will have one vote and decisions of the Committee will be made by an affirmative vote of the majority. The Chair of the Committee will not have a deciding or casting vote in the case of an equality of votes. Powers of the Committee may also be exercised by written resolution signed by all Members.
(e) The Committee may invite from time to time such persons as it sees fit to attend its meetings and to take part in the discussion and consideration of the affairs of the Committee. The Committee will meet “in camera” (that is, in private) without management and without the internal auditor at each meeting of the Committee.
(f) In advance of every meeting of the Committee, the Chair, with the assistance of the Secretary General, will prepare and distribute to the Members and others, as deemed appropriate by the Chair, an agenda of matters to be addressed at the meeting together with appropriate briefing materials. The Committee may require officers and employees of Mineros to produce such information and reports as the Committee may deem appropriate in order to fulfill its duties.

IV. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee as they relate to the following matters are to:

1. Financial Reporting and Disclosure

(a) Review and recommend to the Board for approval, the audited annual financial statements, including the auditors’ report thereon, the quarterly financial statements, management discussion and analysis, financial reports, guidance with respect to earnings per share, and any public release of financial information through press release or otherwise, before the Company publicly discloses this information, with such documents to indicate whether such information has been reviewed by the Board or the Committee.
(b) Review and recommend to the Board for approval, where appropriate, financial information contained in any prospectus, annual information form, annual report to shareholders, management proxy circular, material change disclosure of a financial

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nature, and similar disclosure documents, before the Company publicly discloses this information.

(c) Review with management of Mineros and with external auditors significant accounting principles and disclosure issues and alternative treatments under International Financial Reporting Standards (“ IFRS ”), all with a view to gaining reasonable assurance that financial statements are accurate, complete and present fairly Mineros’ financial position and the results of its operations in accordance with IFRS, as applicable.
(d) Review the minutes from each meeting of the Disclosure Committee established pursuant to Mineros’ Corporate Disclosure Policy, since the last meeting of the Committee.
(e) Satisfy itself that adequate procedures are in place for the review of the Company’s public disclosure of financial information extracted or derived from the Company’s financial statements, other than the public disclosure referred to in IV.1(a), and must periodically assess the adequacy of such procedures.

2. Internal Controls and Audit

(a) Review and discuss with management the sufficiency of the Company’s internal financial controls and any issues involving the Company’s or its employees’ compliance with relevant Applicable Laws and significant policies and procedures approved by the Board from time to time that are not related to matters handled by the Corporate Governance and Sustainability Committee and the Executive Compensation Committee, including:
(i) reviewing and affirming written policies relating to business conduct, ethics and financial matters (including the Code of Ethics, Anti-Corruption Policy and the Compliance Manual on Anti-Bribery and Anti-Corruption and Related Guidelines) and ensuring that management has established a system to monitor compliance with all relevant policies of the Company;
(ii) obtaining reports from management about compliance by the Company and its directors, officers and employees of the relevant policies;
(iii) making recommendations to the Board regarding application of the policies; and
(iv) advising the Board about policies and procedures regarding compliance with the policies;
(b) Ensure that Mineros maintains:
(i) the necessary books, records and accounts in sufficient detail to accurately and fairly reflect Mineros’ transactions;
(ii) effective and independent internal control systems;
(iii) adequate processes for assessing the risk of material misstatement of the financial statements and for detecting control weaknesses or fraud. From time to time the Committee will assess whether a formal internal audit department is necessary or desirable having regard to the size and stage of development of Mineros at any particular time;

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(c) Satisfy itself that management has established adequate procedures for the review of Mineros’ disclosure of financial information extracted or derived from Mineros’ financial statements;
(d) Satisfy itself that management has periodically assessed the adequacy of internal controls, systems and procedures in order to ensure compliance with regulatory requirements and recommendations, including AML Policy regulations;
(e) Review and discuss Mineros’ major balance sheet and off-balance sheet exposures and the steps taken to monitor and control such exposures, including the use of any financial derivatives and hedging activities;
(f) Review and assess, and in the Committee’s discretion make recommendations to the Board regarding the adequacy of Mineros’ risk management policies and procedures with regard to identification of Mineros’ principal risks and implementation of appropriate systems to manage such risks, including an assessment of the adequacy of insurance coverage maintained by Mineros;
(g) Review and assess, and in the Committee’s discretion make recommendations to the Board regarding the planned scope of the internal audit;
(h) Review and assess, and in the Committee’s discretion make recommendations to the Board regarding all related-party transactions;
(i) Review and assess, and in the Committee’s discretion make recommendations to the Board regarding the appointment, termination, replacement and compensation of the internal auditor, when applicable; and
(j) Review and uphold the Company’s Code of Ethics, the Anti-Corruption Policy and the Compliance Manual on Anti-Bribery and Anti-Corruption and Related Guidelines, make recommendations thereto and ensure that management has established a system to oversee compliance with and the implementation and obtain reports from management validating whether the Company and its different organs are effectively complying with such instruments.

3. External Audit

(a) Recommend to the Board a firm of external auditors to be engaged by Mineros that meets the criteria set out in Appendix “B” of this Charter.
(b)
Ensure the external auditors report directly to the Committee on a regular basis.
(c) Review the independence of the external auditors in accordance with the criteria set out in Appendix “B” of this Charter, including a written report from the external auditors respecting their independence and consideration of applicable auditor independence standards.
(d) Review and approve the fee, scope and timing of the audit and other related services rendered by the external auditors.
(e) Review the audit plan of the external auditors prior to the commencement of the audit.
(f) Establish and maintain a direct line of communication with Mineros’ external and internal auditors.

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(g) Meet “in camera” (being in private) with only the auditors, with only management, and with only the members of the Committee.
(h) Review the performance of the external auditors who are accountable to the Committee and the Board as representatives of the shareholders, including the lead partner of the independent auditor’s team.
(i) Oversee the work of the external auditors appointed by the shareholders of Mineros with respect to preparing and issuing an audit report or performing other audit, review or attest services for Mineros, including the resolution of issues between management of Mineros and the external auditors regarding financial reporting and disclosure.
(j) Review the results of the external audit and the report thereon including, without limitation, a discussion with the external auditors as to the quality of accounting principles used, any alternative treatments of financial information that have been discussed with management of Mineros, and the ramifications of their use as well as any other material changes. Review a report describing all material written communication between management and the auditors such as management letters and schedule of unadjusted differences.
(k) Discuss with the external auditors their perception of Mineros’ financial and accounting personnel, records and systems, the cooperation which the external auditors received during their course of their review, and availability of records, data and other requested information and any recommendations with respect thereto.
(l) Review the reasons for any proposed change in the external auditors which is not initiated by the Committee or Board and any other significant issues related to the change, including the response of the incumbent auditors, and enquire as to the qualifications of the proposed auditors before making its recommendations to the Board.
(m) Review annually a report from the external auditors in respect of their internal qualitycontrol procedures, any material issues raised by the most recent internal quality-control review, or peer review of the external auditors, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more independent audits carried out by the external auditors, and any steps taken to deal with any such issues.

4. Associated Responsibilities

(a) Monitor and periodically review the whistleblower policy of the Company contained in the Compliance Manual on Anti-Bribery and Anti-Corruption and Related Guidelines, the procedures for the management of the whistleblower policy and associated procedures for:
(i) the receipt, retention and treatment of complaints received by Mineros regarding accounting, internal accounting controls or auditing matters;
(ii) the confidential, anonymous submission by directors, officers and employees of Mineros of concerns regarding questionable accounting or auditing matters; and
(iii) any violations of any Applicable Law that relates to corporate reporting and disclosure, or violations of Mineros’ governance policies.

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(b) Review and approve Mineros’ hiring policies regarding employees and partners, and former employees and partners, of the present and former external auditor of Mineros.

5. Non-Audit Services

Pre-approve all non-audit services to be provided to Mineros or any subsidiary entities by its external auditors or by the external auditors of such subsidiary entities. The Committee may delegate to one or more of its members the authority to pre-approve non-audit services but pre-approval by such member or members so delegated shall be presented to the full Committee at its first scheduled meeting following such pre-approval.

6. Oversight Function

The Committee’s responsibilities and powers are those herein described. It is not the duty of the Committee to plan or carry out audits or determine whether the Company’s financial statements are complete, accurate or meet the applicable accounting standards, including IFRS. These are the responsibilities of management and the external auditor.

The Committee, its Chair and any of its members experienced in financial and/or accounting issues, are appointed to provide broad oversight of the financial, risk and control related activities of the Company, and are not accountable or responsible for the day-to-day operation or performance of such activities.

Although the designation of a Member as having accounting or related financial expertise for disclosure purposes is based on that individual’s education and experience, which that individual will bring to bear in carrying out his or her duties on the Committee, such designation does not impose on such person any duties, obligations or liability that are greater than the duties, obligations and liabilities imposed on such person as a member of the Committee and the Board in the absence of such designation. Rather, the role of a Member who is identified as having accounting or related financial expertise, like the role of all Members, is to oversee the process, not to certify or guarantee the internal or external audit of Mineros’ financial information or public disclosure.

V. REPORTING

The Chair of the Committee will report to the Board at each Board meeting on the Committee’s activities since the last Board meeting. The Committee will annually review and approve the Committee’s report for inclusion in the report of the Board to the General Shareholder Assembly. The Secretary General will circulate the minutes of each meeting of the Committee to the members of the Board.

VI. ACCESS TO INFORMATION AND AUTHORITY

The Committee will be granted unrestricted access to all information regarding Mineros and all directors, officers and employees will be directed to cooperate as requested by members of the Committee. The Committee has the authority to retain, at Mineros’ expense, independent legal, financial and other advisors, consultants and experts, to assist the Committee in fulfilling its duties and responsibilities, and to set and pay the compensation for any such advisors, consultants and experts. The Committee also has the authority to communicate directly with internal and external auditors.

VII. REVIEW OF CHARTER

The Committee will annually review and assess the adequacy of this Charter and recommend any proposed changes to the Board for consideration.

Approved and adopted: February 24, 2021.

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APPENDIX “A” OF THE AUDIT AND RISK COMMITTEE CHARTER

ADDITIONAL INDEPENDENCE CRITERIA FOR AUDIT AND RISK COMMITTEE MEMBERS

Despite any determination made about “ independence ” in accordance with Appendix “B” to the Policy for the Election, Evaluation and Compensation of Directors of the Company regarding an individual’s independence for purposes of sitting on the Board, to be considered an independent Committee member , the following additional considerations regarding the definition of independence must be met:

An individual will be considered to have a material relationship with the Company if he, she or they:
(a) accepts, directly or indirectly, any consulting, advisory or other compensatory fee from the Company (or subsidiary entities), other than as remuneration for acting in his or her capacity as a member of the Board of any committee of the Board of the Company, or as a part-time chair or vice chair of the Board of any committee of the Board; or
(b) is an affiliated entity of the Company (or its subsidiary entities),
For purposes of paragraph 1 above, the indirect acceptance by an individual of any consulting, advisory or other compensatory fees includes acceptance of a fee by:
(a) an individual’s spouse, minor child or stepchild, or a child or stepchild who shares the individual’s home, or
(b) an entity in which such individual is a partner, member, an officer such as a managing director occupying a comparable position or executive officer, or occupies a similar position (except limited partners, non-managing members and those occupying similar positions who, in each case, have no active role in providing services to the entity) and which provides accounting, consulting, legal investment banking or financial advisory services to the Company (or its subsidiary entities).
For purposes of paragraph 1 above, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the Company (or its subsidiary entities) if the compensation is not contingent in any way on continued service.

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Appendix “B” of the Audit and Risk Committee Charter

Criteria for the Appointment of the External Auditor

I. Policy for the appointment and engagement of the External Auditor. The following rules will apply to the appointment of the external auditor:
(a) Firms or individuals can only be engaged or hired based on their professionalism, experience and reputation. Individuals or firms that have been disqualified, suspended or subject to any type of definitive sanction resulting from the provision of financial auditing services, imposed by a judge or regulatory and/or supervision authority in the countries in which any entity of the Mineros’ group of companies has operations, cannot be considered for appointment at the General Shareholders Assembly.
(b) The external auditor’s engagement team must have relevant experience meeting the criteria specified by the Committee.
(c) The Company shall not hire or engage an external auditor for services that are not related to the financial audit of the Company or all other tasks entrusted to the external and/or statutory auditor under Applicable Law. Such restriction will also apply to the individuals providing services for and on behalf of the external auditor, including (i) members of the external auditor’s corporate group; and (ii) the principal managers, directors, managers and executives of the external auditor, as well as companies in which any partner and/or administrator of the external auditor is also a partner and/or administrator.
(d) Notwithstanding the foregoing, the Company may engage an external auditor for nonaudit services as and where approved by the Committee in accordance with this Charter, provided that the fees payable to the external auditor for such services (excluding, for greater certainty, general audit services and other functions as defined in Applicable Laws) does not exceed 25% of the operating income of the external auditor in the corresponding year.
II. Auditor Ineligibility: The following individuals and entities are prohibited from acting as external auditor of the Company:
(a) shareholders of the Company or of any entity of the Mineros’ group of companies;
(b) relatives or spouses of members of the senior management of the Company or of any entity of the Mineros’ group of companies;
(c) any employee or contractor of the Company or of any entity of the Mineros’ group of companies;
(d) individuals or companies having received payments from the Company or any entity in the Mineros’ group of companies and/or related parties representing twenty five per cent (25%) or more of their annual income for the preceding year;
(e) persons who have been convicted of financial crimes, or crimes against public administration, or any crime relating to money laundering or terrorism financing, and/or had been the subject of disciplinary sanctions or any other administrative sanction; and
(f) anyone included in restricted lists due to conduct linked to money laundering, terrorism financing, fraud, corruption, bribery or any other illegal conduct.

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AI assistant

Mineros S.A. — Proxy Solicitation & Information Statement 2022

48080_rns_2022-02-28_e5baa851-79ef-43ee-b1dc-0e5c6077c03e.pdf

NOTICE OF THE ORDINARY MEETING OF THE GENERAL SHAREHOLDERS ASSEMBLY

AND

MANAGEMENT INFORMATION CIRCULAR

NOTICE OF THE ORDINARY MEETING OF THE GENERAL SHAREHOLDERS ASSEMBLY

Accessing online “listen-only” webcast of the Meeting

Attending the Meeting

Voting at the Meeting

Notice-and-Access

Meeting Materials and Right of Inspection

/s/ “Andrés Restrepo Isaza ”

TABLE OF CONTENTS

MANAGEMENT INFORMATION

MATTERS TO BE ACTED UPON AT

MANAGEMENT INFORMATION CIRCULAR

Exchange Rate and Currency Information

GENERAL PROXY INFORMATION

Solicitation of Proxies

Appointment and Revocation of Proxies

Exercise of Discretion

Advice to Beneficial Holders of Common Shares in the Canadian Market

Voting by Mail, Telephone or Online

Notice-and-Access

Accessing online “listen-only” webcast of the Meeting

Record Date

Voting Shares and Principal Holders of Voting Shares

Notes:

Interests of Certain Persons or Companies in Matters to be Acted Upon

MATTERS TO BE ACTED UPON AT THE MEETING

1. Approval of Meeting Agenda

2. Appointment of the Review Commission

3. Approval of Management Report

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the Management Report.

4. Approval of Colombian Financial Statements

Colombian Financial Statements

Canadian Financial Statements

5. Approval of Profit Distribution

Profit Distribution Proposal Fiscal year ended December 31, 2021

Note:

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the profit distribution proposed by the Board.

6. Amendment of Policy for the Election, Evaluation and Compensation of the Board of Directors

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the approval of the amended Policy for the Election, Evaluation and Compensation of the Board of Directors.

7. Advisory Vote on Individual Directors

8. Election of Directors

Electoral Quotient System

Individual Voting and Majority Voting

Proposed Slate of Directors

In the absence of a contrary instruction, the persons designated in the form of proxy intend to vote FOR the slate of directors set out below.

Eduardo Pacheco Cortés (Independent)

Bogotá, Colombia

Director since: March 18, 2005

Areas of expertise:

Dieter W. Jentsch (Independent)

Director since: April 3, 2020

Areas of expertise:

José Fernando Llano Escandón (Independent)

Bogotá, Colombia

Director since: March 18, 2009

Areas of expertise:

Luis Santiago Perdomo Maldonado (Independent)

Director since: July 31, 2002

Areas of expertise:

Juan Carlos Páez Ayala (Independent)

Director since: March 22, 2017

Areas of expertise:

Mónica Jiménez González (Independent)

Bogotá, Colombia

Director since: April 3, 2020

Areas of expertise:

Sergio Restrepo Isaza (Independent)

Director since: April 3, 2020

Areas of expertise:

Director since: March 16, 1995

Areas of expertise:

Beatriz Orrantia (Independent)

Ontario, Canada

Director since: April 3, 2020

Areas of expertise:

Mineros S.A. Proxy Solicitation & Information Statement 2022