Mineros S.A. — Proxy Solicitation & Information Statement 2025

Feb 20, 2025

Mineros por el bienestar de todos

NOTICE TO SHAREHOLDERS OF MINEROS S.A. REGARDING NOTICE-AND-ACCESS

In connection with the ordinary meeting (the "Meeting") of the General Shareholders Assembly of Mineros S.A. (the "Company") to be held on March 31, 2025, the Company has decided to use the "notice-and-access" model for distribution of its management information circular dated February 18, 2025 (the "Circular"), the accompanying proxy-related materials, the financial statements of the Company for the fiscal year ended December 31, 2024, the auditors' report thereon, and associated management's discussion and analysis (collectively, the "meeting materials") to its shareholders.

Under notice-and-access, shareholders receive a proxy or voting instruction form enabling them to vote at the Meeting. However, instead of a paper copy of the other meeting materials, including the Circular, shareholders receive this notice with information on how they may access those meeting materials electronically or request a paper copy. The use of this alternative means of delivery is more environmentally friendly as it will help reduce paper use and will also reduce the cost of printing and mailing meeting materials to shareholders.

Meeting date and location

When: March 31, 2025
11:00 a.m. (Colombian Standard Time)

Where: Hotel Marriott
Calle 1a Sur #43a-83
Medellín, Antioquia, Colombia

Matters to be voted on at Meeting (including any adjournment or postponement thereof) are:

1. Approval of Meeting Agenda. To approve, with or without variation, the Meeting agenda as set out in the notice of meeting in respect of the Meeting (see "Approval of Meeting Agenda" on page 5 of the Circular).
2. Appointment of Review Commission. To approve the appointment of the commission for the scrutiny, review and approval of the minutes of the Meeting (see "Appointment of the Review Commission" on page 5 of the Circular).
3. Approval of Management Report. To approve management's annual report to the General Shareholders Assembly for the year ended December 31, 2024 (see "Approval of Management Report" on page 6 of the Circular).
4. Approval of Colombian Financial Statements. To approve the Company's Colombian Financial Statements (as defined in the Circular) as at and for the year ended December 31, 2024 (see "Approval of Colombian Financial Statements" on page 6 of the Circular).
5. Approval of Profit Distribution. To approve, with or without variation, the distribution of the Company's profits for the fiscal year ended December 31, 2024, as proposed by board of directors of the Company (see "Approval of Profit Distribution" on page 6 of the Circular).
6. Advisory Vote on Individual Directors. To vote on an advisory resolution in respect of each individual director that is proposed for election (see "Advisory Vote on Individual Directors" on page 9 of the Circular).

---

• 2 -

• Election of Directors. To elect the directors of the Company by slate in accordance with the electoral quotient system (see “Election of Directors” on page 9 of the Circular).

• Approval of Director Compensation. To approve, with or without variation, the proposed compensation for the Company’s directors for the coming year (see “Approval of Director Compensation” on page 17 of the Circular).

• Election of Statutory Auditor. To appoint Deloitte & Touche S.A.S. as the statutory auditor of the Company for a two-year period and to approve their renumeration. (see “Appointment and Renumeration of the Statutory Auditor” on page 17 of the Circular).

• Other Business. Shareholders may be asked to consider other items of business that may be properly brought before the Meeting. For information respecting the use of discretionary authority of proxyholders to vote on any such other business, see “General Proxy Information – Exercise of Discretion” in the Circular.

Shareholders are reminded to review the Circular before voting.

How to obtain electronic copies of the meeting materials

The meeting materials, including the Circular, may be accessed online under 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.

How to obtain paper 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+ by contacting TSX Trust Company, the Canadian transfer agent of the 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 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 21, 2025, 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.

Voting

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 by shareholders in the Colombian market is available 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.

Shareholders with questions about notice-and-access can call TSX Trust Company toll-free within North America at 1 (866) 600-5869, or from outside North America at +1 (416) 342-1091.