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Mineros S.A. Proxy Solicitation & Information Statement 2024

Mar 6, 2024

48080_rns_2024-03-06_b56909e5-cb12-4733-ba30-789b49cf8564.pdf

Proxy Solicitation & Information Statement

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Mineros S.A. (the “ Company ”)

Annual and Special Meeting March 26, 2024 at 11:00 a.m. (Colombia Time) Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia (the “ Meeting ”)

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Electronic Delivery

If you are a registered securityholder and wish to enroll for electronic delivery for future issuer communications including meeting related materials, financial statements, DRS, etc., where applicable, you may do so: After you vote online at www.voteproxyonline.com using your control number.

Through TSX Trust’s online portal, Investor Insite. You may log in or enroll at https://www.tsxtrust.com/investor-login

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 Nominee indicated on the reverse to vote on your behalf, they must also vote in accordance with your instructions or, if no instructions are given, in accordance with the 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 securityholder has the right to appoint a person other than the Nominee 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.

  7. 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 Proxy , 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.

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

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

Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic
delivery for future issuer communications including meeting related
materials, financial statements, DRS, etc., where applicable, you may do so:
After you vote online at www.voteproxyonline.comusing your control
number.
Through TSX Trust’s online portal, Investor Insite. You may log in or
enroll at https://www.tsxtrust.com/investor-login
Electronic Delivery
If you are a registered securityholder and wish to enroll for electronic
delivery for future issuer communications including meeting related
materials, financial statements, DRS, etc., where applicable, you may do so:
After you vote online at www.voteproxyonline.comusing your control
number.
Through TSX Trust’s online portal, Investor Insite. You may log in or
enroll at https://www.tsxtrust.com/investor-login
For details go to www.tsxtrust.com/consent-to-electronic-delivery
VOTING METHOD
INTERNET Go towww.voteproxyonline.comand
enter the 12 digit control number above
FACSIMILE 416-595-9593
MAIL or HAND DELIVERY TSX Trust Company
301 - 100 Adelaide Street West
Toronto, Ontario,M5H 4H1
Investor inSite
TSX Trust Company offers at no cost to holders, the convenience of secure
24-hour access to all data relating to their account including summary of
holdings, transaction history, and links to valuable holder forms and
Frequently Asked Questions.
To register, please visit: https://www.tsxtrust.com/t/investor-
hub/forms/investor-insite-registrationand complete the registration form
For assistance, please contact TSX TRUST INVESTOR SERVICES.
Mail:301 - 100 Adelaide Street West Toronto, ON, M5H 4H1
Tel:1-866-600-5869
Web:https://www.tsxtrust.com/t/investor-hub/forms/investor-
insite-registration
Email: [email protected]

Mineros S.A. ( the “Company”)

FORM OF PROXY (“PROXY”)

Annual and Special Meeting March 26, 2024 at 11:00 a.m. (Colombia Time) Hotel Marriott, Calle 1a Sur #43a-83, in the City of Medellín, Antioquia, Colombia

CONTROL NUMBER:

SECURITY CLASS: COMMON SHARES RECORD DATE: February 15, 2024 FILING DEADLINE FOR PROXY: March 22, 2024 at 11:00 a.m. (Colombia Time)

APPOINTEES

The undersigned hereby appoints Lina Marcela Hoyos (the “Nominee”), or instead 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,

- SEE VOTING GUIDELINES ON REVERSE -

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

1. Approval of Meeting Agenda 1. Approval of Meeting Agenda FOR FOR FOR FOR FOR FOR AGAINST AGAINST AGAINST AGAINST AGAINST AGAINST 7. Election of Directors 7. Election of Directors FOR FOR FOR FOR FOR FOR WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD WITHHOLD
To approve, with or without variation, the Meeting agenda
as set out in the Notice of Meeting.
2. Appointment of the Review Commission FOR AGAINST a)
Eduardo Pacheco Cortés
To approve the appointment of the commission for the
scrutiny, review and approval of the minutes of the
Meeting.
b)
Dieter W. Jentsch
c)
José Fernando Llano Escandón
d)
Nicolás Durán Martinez
3. Approval of Management Report FOR e)
Juan Carlos Páez Ayala
To approve management's annual report to the General
Shareholder Assembly for the year ended December 31,
2023.
f)
Mónica Jiménez González
FOR
AGAINST
g)
Sergio Restrepo Isaza
h)
Alberto Mejía Hernández
4. Approval of Colombian Financial Statements FOR i)
Lucía Taborda
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, 2023.
8. Approval of Director Compensation FOR WITHHOLD
FOR
AGAINST
To approve, with or without variation, the proposed
compensation for the Company's directors for the coming
year.

5. Approval of Profit Distribution
FOR
To approve, with or without variation, the distribution of the
Company's profits for the fiscal year ended December 31,
2023, as proposed by the board of directors of the
Company.
6. Advisory Vote on Individual Directors FOR WITHHOLD
To approve, the non-binding advisory approval of each
individual director proposed by the Company for election at
the Meeting,as moreparticularlydescribed in the Circular.
a)
Eduardo Pacheco Cortés
b)
Dieter W. Jentsch
c)
José Fernando Llano Escandón
d)
Nicolás Durán Martinez
e)
Juan Carlos Páez Ayala
f)
Mónica Jiménez González
g)
Sergio Restrepo Isaza
h)
Alberto Mejía Hernández
i)
Lucía 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)

Interim Financial Statements – Mark this box if you would like to receive  Annual Financial Statements – Mark this box if you would like to receive Interim Financial Statements and Management Discussion and Analysis. Annual Financial Statements and Management Discussion and Analysis.

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 statementsEMAIL electronically (optional on the Issuer providing via email) By providing my email address, I hereby acknowledge and consent to all provisions outlined in the following: https://www.tsxtrust.com/consent-to-electronic-delivery?lang=en

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