Mineros S.A. — Proxy Solicitation & Information Statement 2023

Feb 22, 2023

Mineros S.A. (the “Company”)

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FORM OF PROXY (“PROXY”)

Annual and Special Meeting March 30, 2023 at 11:00 a.m. (Colombia Time) Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia (the “Meeting”)

RECORD DATE: February 10, 2023 CONTROL NUMBER: SEQUENCE #:

FILING DEADLINE FOR PROXY:

March 28, 2023 at 11:00 a.m. (Colombia Time)

VOTING METHOD

FILING DEADLINE FOR PROXY: March 28, 2023 at 11:00 a.m. (Colombia Time)	FILING DEADLINE FOR PROXY: March 28, 2023 at 11:00 a.m. (Colombia Time)
**VOTING METHOD **
INTERNET	Go towww.voteproxyonline.comand enter the 12 digit control numberabove
FACSIMILE	416-595-9593
MAIL	TSX Trust Company 301 – 100 Adelaide Street West Toronto, Ontario,M5H 4H1

The undersigned hereby appoints Luisa Carmona Escobar whom failing Daniela Vélez Bayter (the “Management Nominees”), or instead of any of them, the following Appointee

Please print appointee name

as proxyholder on behalf of the undersigned with the power of substitution to attend, act and vote for and on behalf of the undersigned in respect of all matters that may properly come before the Meeting and at any adjournment(s) or postponement(s) thereof, to the same extent and with the same power as if the undersigned were personally present at the said Meeting or such adjournment(s) or postponement(s) thereof in accordance with voting instructions, if any, provided below.

- SEE VOTING GUIDELINES ON REVERSE -

RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BY HIGHLIGHTED TEXT ABOVE THE BOXES

- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -	- SEE VOTING GUIDELINES ON REVERSE -
RESOLUTIONS – MANAGEMENT VOTING RECOMMENDATIONS ARE INDICATED BYHIGHLIGHTED TEXT ABOVE THE BOXES
1. Approval of Meeting Agenda		FOR						AGAINST					7.Election of Directors	FOR						WITHHOLD
To approve, with or without variation, the Meeting agenda as set out in the Notice of Meeting.													To elect the following slate of directors proposed by the Company in accordance with the electoral quotient system.
2. Appointment of the Review Commission		FOR						AGAINST
To approve the appointment of the commission for the scrutiny, review and approval of the minutes f th Mti													a) Eduardo Pacheco Cortés
o e eeng. 3. Approval of Management Report		FOR						AGAINST					b) Dieter W. Jentsch
To approve management's annual report to the General Shareholder Assembly for the year ended December 31, 2022. 4. Approval of Colombian Financial Statements		FOR AGAINST											c) José Fernando Llano Escandón d) Nicolás Durán Martinez
To approve the Company's Colombian Financial Statements (as such term is defined in the Circular) as at and for the year ended December 31, 2022. 5. Approval of Profit Distribution		FOR AGAINST											e) Juan Carlos Páez Ayala f) Mónica Jiménez González g) Sergio Restrepo Isaza
To approve, with or without variation, the distribution of the Company's profits for the fiscal year ended December 31 2022 as proposed by the board of directors of the Company													h) Alberto Mejía Hernández
, , . 6. Advisory Vote on Individual Directors		FOR						WITHHOLD					i) Lucia Taborda
													8.Approval of Director Compensation To approve, with or without variation, the proposed compensation for the	FOR AGAINST
a) Eduardo Pacheco Cortés b) Dieter W. Jentsch													Company's directors for the coming year. 9. Appointment and Remuneration of the Statutory Auditor To approve the appointment ofDeloitte & Touche S.A.S.as the statutory	FOR WITHHOLD
c) José Fernando Llano Escandón d) Nicolás Durán Martinez													auditor of the Company for the ensuing two year term and to approve their remuneration.
	e) Juan Carlos Páez Ayala
	f) Mónica Jiménez González
	g) Sergio Restrepo Isaza
	h) Alberto Mejía Hernández
	i) Lucia Taborda

This proxy revokes and supersedes all earlier dated proxies and MUST BE SIGNED

PLEASE PRINT NAME

Signature of registered owner(s) Date (MM/DD/YYYY)

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Proxy Voting – Guidelines and Conditions

1. THIS PROXY IS SOLICITED BY MANAGEMENT OF THE COMPANY.

2. THIS PROXY SHOULD BE READ IN CONJUNCTION WITH THE MEETING MATERIALS PRIOR TO VOTING.

3. If you appoint the Management Nominees to vote your securities, they will vote in accordance with your instructions or, if no instructions are given, in accordance with the Management Voting Recommendations highlighted for each Resolution on the reverse. If you appoint someone else to vote your securities, they will also vote in accordance with your instructions or, if no instructions are given, as they in their discretion choose.

4. This proxy confers discretionary authority on the person named to vote in his or her discretion with respect to amendments or variations to the matters identified in the Notice of the Meeting accompanying the proxy or such other matters which may properly come before the Meeting or any adjournment or postponement thereof.

5. Each security holder has the right to appoint a person other than the Management Nominees specified herein to represent them at the Meeting or any adjournment or postponement thereof. Such right may be exercised by inserting in the space labeled “ Please print appointee name ”, the name of the person to be appointed, who need not be a security holder of the Company.

6. To be valid, this proxy must be signed. Please date the proxy. If the proxy is not dated, it is deemed to bear the date of its mailing to the security holders of the Company.

Request for Financial Statements

In accordance with securities regulations, security holders may elect to receive Annual Financial Statements, Interim Financial Statements and MD&As.

Instead of receiving the financial statements by mail, you may choose to view these documents on SEDAR at www.sedar.com.

I am currently a security holder of the Company and as such request the following:

 [Annual Financial Statements with MD&A ]

• [Interim Financial Statements with MD&A ]

If you are casting your vote online and wish to receive financial statements, please complete the online request for financial statements following your voting instructions.

If the cut-off time has passed, please fax this side to 416-595-9593

 Check this box if you wish to receive the selected financial statements electronically and print your email address below

E-mail (optional)

By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronicdelivery?lang=en

Mineros S.A. 2023

1. To be valid, this proxy must be filed using one of the Voting Methods and must be received by TSX Trust Company before the Filing Deadline for Proxies , noted on the reverse or in the case of any adjournment or postponement of the Meeting not less than 48 hours (Saturdays, Sundays and holidays excepted) before the time of the adjourned or postponed meeting. Late proxies may be accepted or rejected by the Chairman of the Meeting in his discretion, and the Chairman is under no obligation to accept or reject any particular late proxy.

2. If the security holder is a corporation, the proxy must be executed by an officer or attorney thereof duly authorized, and the security holder may be required to provide documentation evidencing the signatory’s power to sign the proxy.

3. Guidelines for proper execution of the proxy are available at www.stac.ca. Please refer to the Proxy Protocol.

Investor inSite

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To register, please visit https://www.tsxtrust.com/t/investor-hub/forms/investor-insiteregistration

Click on, “ Register ” and complete the registration form. Call us toll free at 1-866-600-5869 with any questions.

www.tsxtrust.com VANCOUVER CALGARY TORONTO MONTRÉAL

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