Mineros S.A. — Proxy Solicitation & Information Statement 2024

Mar 6, 2024

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 26, 2024, 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:

1. Verification of quorum and introduction to the Meeting.

2. Approval of the Meeting agenda.

3. Appointment of the commission for the scrutiny, review and approval of minutes of the Meeting (the “ Review Commission ”).

4. Presentation of management’s annual report for the year ended December 31, 2023 (the “ Management Report ”).

5. Presentation of the unconsolidated and consolidated Colombian financial statements of the Company as at and for the year ended December 31, 2023 (the “ Colombian Financial Statements ”).

6. Presentation of the report of Deloitte & Touche S.A.S. (“ Deloitte Colombia ”), the Company’s statutory auditor.

7. Approval of the Management Report.

8. Approval of the Colombian Financial Statements.

9. Presentation and approval of the board’s profit distribution proposal by way of dividend.

10. Advisory vote on individual directors of the Company.

11. Election of the directors of the Company.

12. Approval of director compensation.

13. 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.

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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 26, 2024. 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.

Voting at the Meeting

The directors have fixed February 15, 2024, 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, either, 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), for shareholders in the Colombian market. 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, 2023, and associated management’s discussion and analysis (collectively, the “ meeting materials ”) to shareholders. Under

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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 our Canadian transfer agent, TSX Trust Company, 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 Company’s profile on the System for Electronic Document Analysis and Retrieval (“ SEDAR+ ”) at www.sedarplus.com at the TSX Trust Company’s website at https://docs.tsxtrust.com/2288 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 tsxtis@tmx.com. 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 15, 2024, 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 1, 2024, 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 relacion.inversionistas@mineros.com.co in order to comply with health and safety protocols.

/s/ “Andrés Restrepo Isaza ”

Andrés Restrepo Isaza President and Chief Executive Officer Medellín, February 16, 2024

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