Fresnillo : Notice of Meeting 2024

FRESNILLO PLC

Notice of Annual General Meeting 2024 Tuesday 21 May 2024 at 12.00 noon

This document is important and requires your immediate attention

This document gives notice of the Fresnillo plc 2024 Annual General Meeting and sets out resolutions to be voted on at the meeting. If you are in any doubt as to the action you should take, it is recommended that you seek your own advice immediately from your stockbroker, bank manager, solicitor, accountant, fund manager or other appropriate independent professional adviser authorised under the Financial Services and Markets Act 2000 if you are resident in the UK or, if not, from another appropriately authorised independent professional adviser.

If you sell or have sold or otherwise transferred all your Ordinary Shares in Fresnillo plc, you should send this document together with the accompanying documents at once to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward transmission to the purchaser or transferee. If you sell or have sold only part of your holding of Ordinary Shares, you should retain this document and the accompanying documents and consult the bank, stockbroker or other agent through whom the sale or transfer was effected.

Notice of the Fresnillo plc 2024 Annual General Meeting to be held at No. 11 Cavendish Square, London W1G 0AN, UK on Tuesday 21 May 2024 at 12.00 noon (UK time) is set out on pages 5 and 6 of this document.

A Form of Proxy for use at the Annual General Meeting is enclosed and, to be valid, should be completed, signed and returned so as to be received by Fresnillo plc's registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK as soon as possible but, in any event, so as to arrive no later than 12.00 noon (UK time) on Friday 17 May 2024. Completion and return of a Form of Proxy will not prevent members from attending and voting in person should they wish to. If you are an institutional investor you may be able to appoint a proxy electronically using the Proxymity platform, www.proxymity.io.

1 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

Contents

	Page
Letter from the Chairman	3
Notice of the Annual General Meeting	5
Notes to the Notice of the Annual General Meeting	7
Explanatory Notes on Resolutions	9
Directors' Biographical Details	12
Information on the 2024 Annual General Meeting	17

2 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

LETTER FROM THE CHAIRMAN

Incorporated in England and Wales with Registered Number 6344120

2nd Floor 21 Upper Brook Street London W1K 7PY

23 April 2024

Dear Shareholder:

On behalf of the directors of Fresnillo plc (together the 'Directors'), it gives me great pleasure to inform you of the Annual General Meeting ('AGM') of the Company which will be held at No. 11 Cavendish Square, London W1G 0AN, UK on Tuesday 21 May 2024 at 12.00 noon.

The formal Notice of AGM is set out on pages 5 and 6 of this document, detailing the Resolutions that the shareholders are being asked to vote on, with explanatory notes of the business to be conducted at the AGM on pages 9 to 11. Details of the arrangements for the AGM are set out on page 17. The AGM provides shareholders with an opportunity to communicate with the Directors and we welcome your participation.

If the chair of the AGM is appointed as proxy he or she will, of course, vote in accordance with any instructions given. If he or she is given discretion as to how to vote, he or she will vote in favour of each of the Resolutions.

At the conclusion of the AGM, it is proposed that a number of Board and Committee changes will take effect. As advised at the last AGM due to her length of service, Ms Bárbara Garza Lagüera will no longer be considered as an independent director under the provisions of the UK Corporate Governance Code, and therefore will be retiring from the Board. Mr Juan Bordes, who has also been a member of the Board as a Non-executive Director for more than 16 years will also be retiring. I would like to take this opportunity to thank Bárbara and Juan for their outstanding contribution to the Board over the past years.

I am pleased to report that Mr Charlie Jacobs, who has also been a member of the Board for more than nine years, has agreed to remain on the Board, having stepped down as the Company's Senior Independent Director, and will be proposed for re-election as a Non-independentNon-executive Director, even though the Board continues to consider him to be independent in character and judgement. I am also pleased to note that the Board, on advice from the Nominations Committee, has recommended that Ms Luz Adriana Ramírez and Ms Rosa Vázquez be proposed for election as Independent Non-executive Directors of the Company at the AGM. Full biographical details of these two strong nominees are shown on page 16.

I look forward, subject to shareholder approval, to welcoming these two new directors to the Board and I am pleased that the Company will still be able to benefit from Mr Jacobs' knowledge and expertise.

The purpose of the Annual General Meeting is to seek shareholders' approval for the Resolutions. The following is a brief summary of the business of the 2024 AGM:

Resolution 1 relates to the receiving of the report and accounts for the year ended 31 December 2023 (the '2023 Annual Report').

Resolution 2 relates to the approval of a final dividend. As set out in the Company's preliminary results announcement on 5 March 2024, the Directors recommend a final dividend of 4.20 US cents per Ordinary Share. If the recommended final dividend is approved, this will be paid on 29 May 2024 to all ordinary shareholders who are on the register of members at close of business on 19 April 2024.

Resolution 3 is to approve the Annual Report on Remuneration (excluding the part containing the Directors' Remuneration Policy), as set out on pages 226 to 237 of the 2023 Annual Report.

Resolutions 4 to 15 relate to the election of two new independent Non-executive Directors in accordance with the Companies Act and the re-election of all of the continuing Directors, who are not retiring, in accordance with Provision 18 of the 2018 UK Corporate Governance Code.

Resolutions 9 to 15 relate to the election or re-election of the independent Directors, in accordance with the UK Listing Rules which are applicable to companies with a controlling shareholder. Resolutions 9 to 15 require approval by a majority of votes cast by independent shareholders as well as all shareholders of the Company. Biographies for all of the Directors can be found on pages 12 to 16 of this document, together with reasons why their contribution continues to be important to the Company's long-term sustainable success. The Board's annual board performance evaluation (as further detailed on pages 206 to 208 of the 2023 Annual Report) confirmed that each Director proposed for re-election continues to perform effectively and demonstrates commitment to their role. On the recommendation of the Nominations Committee, the Board believes that the considerable and wide-ranging experience of all the continuing Directors will continue to be invaluable to the Company and therefore recommends their re-election.

At present, over 50% of the Board members are independent Non-executive Directors.

Resolutions 16 and 17 relate to the re-appointment of auditors and the authorisation of the Audit Committee to set their fees.

Resolutions 18 to 21 relate to the share capital of the Company:

Resolution 18 seeks shareholder approval in order to authorise the Directors, for the purposes of Section 551 of Act, to allot shares or grant rights to subscribe for or convert any security into shares up to an aggregate nominal amount of US$122,815,598. This represents one third of the total issued Ordinary Share capital of the Company as at 11 April 2024, being the last practicable date before publication of this Notice.

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NOTICE OF ANNUAL GENERAL MEETING 2024

Resolution 19 seeks shareholder approval that if Resolution 18 is passed, the Directors be authorised to allot equity securities for cash as if

Section 561(1) and sub-sections (1) to (6) of Section 562 of the Act did not apply. Such authority is limited to (i) allotments for rights issues and other pre-emptive issues and (ii) the allotment of equity securities on a non pre-emptive basis up to an aggregate nominal amount of US$18,422,339, representing no more than 5% of the total issued Ordinary Share capital of the Company as at 11 April 2024, being the last practicable date before publication of this Notice.

Resolution 20 seeks shareholder approval for the Directors to be authorised, in addition to any authority granted under Resolution 19, to allot equity securities for cash under the authority given by Resolution 18, as if Section 561(1) and sub-sections (1) to (6) of Section 562 of the Act did not apply. Such authority is limited to allotments for the purposes of financing a transaction which the Board determines to be an acquisition or specified capital investment of the kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022, and the allotment of equity securities is limited to the nominal amount of US$18,422,339. This represents no more than 5%

of the total issued Ordinary Share capital of the Company as at 11 April 2024, being the last practicable date before publication of this Notice.

Resolution 21 seeks shareholder approval in order to authorise the Directors, for the purposes of Section 701 of the Act, to make market purchases of Ordinary Shares, up to a maximum number of 73,689,358 Ordinary Shares. This represents 10% of the total issued Ordinary Share capital of the Company as at 11 April 2024, being the last practicable date before publication of this Notice.

Resolution 22 seeks shareholder approval to renew the authority passed at the AGM on 23 May 2023 for the purposes of the Companies (Shareholders' Rights) Regulations 2009 to call general meetings (other than an annual general meeting) on 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called on such notice. The Company will not use such authority as a matter of routine, and only in circumstances where the flexibility is merited by the business of the meeting, the proposals are time- sensitive or where it would be to the advantage of the members as a whole and moreover where the proposals are not of a complexity that might require more time for consideration by members.

The Board is always interested in the views of shareholders on the Company's activities and shareholders will be able to ask questions of the Board at the AGM.

In line with best corporate governance, voting on the business of the meeting will be conducted on a poll. I would strongly encourage shareholders to exercise their right to vote in the following ways:

• You can cast your votes by proxy by completing the enclosed Form of Proxy and returning it to Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK. Alternatively, you can vote online at www.shareview.co.uk by creating an online portfolio using your Shareholder Reference Number printed on your Form of Proxy. Full details of how to vote using the Form of Proxy or via the internet can be found in the Notes to the Notice on page 7.
• CREST members may use the CREST electronic proxy appointment service to submit their proxy appointment in respect of the AGM as detailed in the Notes to the Notice on page 8.
• Institutional investors may be able to appoint a proxy electronically using the Proxymity platform, via www.proxymity.io.

Please note that all Forms of Proxy and electronic proxy appointments must be received by 12.00 noon (UK time) on Friday 17 May 2024. The results of voting on the Resolutions will be posted on the Company's website, and announced via a Regulatory Information Service, following the AGM.

The appointment of a proxy will not prevent shareholders from attending in person and voting at the meeting should they subsequently decide to do so.

Electronic Communications

The Company actively encourages all shareholders to register for the electronic communications service. To receive shareholder communications electronically you will need to register for Shareview Portfolio on Equiniti's secure website www.shareview.co.uk.

Recommendation

In the opinion of the Board the Resolutions are in the best interests of the Company and its shareholders as a whole and unanimously recommend that shareholders vote in favour of Resolutions 1 to 22. The Directors who own Ordinary Shares intend to vote in favour of Resolutions 1 to 22.

Yours faithfully,

Mr Alejandro Baillères

Non-executive Chairman

4 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

NOTICE OF THE ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the ANNUAL GENERAL MEETING of Fresnillo plc (the 'Company') will be held at 12.00 noon (UK time) on Tuesday 21 May 2024 at No. 11 Cavendish Square, London W1G 0AN, UK to consider and, if thought appropriate, pass the following resolutions of which Resolutions 1 to 18 will be proposed as ordinary resolutions and Resolutions 19 to 22 will be proposed as special resolutions.

Ordinary Resolutions

Reports and Accounts

1. THAT, the audited accounts of the Company for the financial year ended 31 December 2023, together with the Directors' Report and Auditors' Report thereon, be received.

Dividend

2. THAT, a final dividend of 4.20 US cents per Ordinary Share be declared payable on 29 May 2024 to all ordinary shareholders whose names appear on the Company's register of members at close of business on 19 April 2024.

Directors' Remuneration

3. THAT, the Annual Report on Remuneration (excluding the part containing the Directors' Remuneration Policy), set out on pages 226 to 237 of the Annual Report and Accounts for the financial year ended 31 December 2023, be approved.

Directors

Non-independentNon-executive Directors

1. THAT, Mr Alejandro Baillères be re-elected as a Director of the Company.
2. THAT, Mr Arturo Fernández be re-elected as a Director of the Company.
3. THAT, Mr Fernando Ruiz be re-elected as a Director of the Company.
4. THAT, Mr Eduardo Cepeda be re-elected as a Director of the Company.
5. THAT, Mr Charles Jacobs be re-elected as a Director of the Company.

Independent Non-executive Directors

1. THAT, Mr Alberto Tiburcio be re-elected as a Director of the Company.
2. THAT, Dame Judith Macgregor be re-elected as a Director of the Company.
3. THAT, Ms Georgina Kessel be re-elected as a Director of the Company.
4. THAT, Ms Guadalupe de la Vega be re-elected as a Director of the Company.
5. THAT, Mr Héctor Rangel be re-elected as a Director of the Company.
6. THAT, Ms Luz Adriana Ramírez be elected as a Director of the Company.
7. THAT, Ms Rosa Vázquez be elected as a Director of the Company.

Auditors

1. THAT, Ernst & Young LLP be re-appointed as auditors of the Company (the 'Auditors') to hold office until the conclusion of the next general meeting of the Company at which the accounts are laid before the Company.
2. THAT, the Audit Committee of the Company be authorised to agree the remuneration of the Auditors.

Directors' authority to allot shares

18. THAT, the Directors of the Company be and are hereby generally and unconditionally authorised pursuant to Section 551 of the Companies Act 2006 (the 'Act') to exercise all the powers of the Company to allot shares in the Company or to grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of US$122,815,598, such authority to apply in substitution for all previous authorities pursuant to Section 551 of the Act and provided that this authority shall expire at the end of the next annual general meeting of the Company or at 6.00 p.m. on 21 August 2025, whichever is the earlier, (unless previously renewed, varied or revoked by the Company at a general meeting) save that the Company may before such expiry make offers and enter into agreements which would, or might, require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority given by this Resolution has expired.

Special Resolutions

Disapplication of pre-emption rights

19. THAT, subject to the passing of Resolution 18 above, the Board be authorised pursuant to Section 570 and Section 573 of the Companies Act 2006 (the 'Act') to allot equity securities (as defined in Section 560(1) of the Act) wholly for cash pursuant to the authority given by that resolution or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act, as if Section 561(1) and sub-sections

(1) to (6) of Section 562 of the Act did not apply to any such allotment, in each case:

1. in connection with a pre-emptive offer; and
2. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of US$18,422,339, such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at 6.00 p.m. on 21 August 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority given by this Resolution has expired and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

5 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

For the purposes of this Resolution:

1. 'pre-emptiveoffer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) holders (other than the Company) on the register on a record date fixed by the Directors of Ordinary Shares in proportion (as nearly as may be practicable) to their respective holdings and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
2. references to an allotment of equity securities shall include a sale of treasury shares; and
3. the nominal amount of any securities shall be taken to be, in the case of rights to subscribe for or convert any securities into shares of the Company, the nominal amount of such shares which may be allotted pursuant to such rights.

20. THAT, subject to the passing of Resolution 18 above, the Board be authorised pursuant to Section 570 and Section 573 of the Companies Act 2006 (the 'Act') and in addition to any authority granted under Resolution 19 to allot equity securities (as defined in section 560(1) of the Act) wholly for cash pursuant to the authority given by Resolution 19 or, where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the Act as if Section 561(1) and sub-sections (1) to (6) of Section 562 of the Act did not apply to any such allotment, such authority to be:

(a) limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of US$18,422,339; and

(b) used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights published by the Pre-Emption Group in November 2022, such authority to expire at the end of the next annual general meeting of the Company or, if earlier, at 6.00 p.m. on 21 August 2025 (unless previously renewed, varied or revoked by the Company at a general meeting) but, in each case, prior to its expiry the Company may make offers, and enter into agreements, which would, or might, require equity securities to be allotted (and treasury shares to be sold) after the authority given by this Resolution has expired and the Board may allot equity securities (and sell treasury shares) under any such offer or agreement as if the authority had not expired.

Authority to purchase own shares

21. THAT, the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the Companies Act 2006 (the 'Act') to make market purchases (as defined in Section 693 of the Act) of Ordinary Shares in the capital of the Company on such terms and in such manner as the Board may provide, provided that:

1. the maximum number of Ordinary Shares that may be purchased is 73,689,358;
2. the minimum price that may be paid for an Ordinary Share shall be not less than the nominal value of such share;
3. the maximum price to be paid for each Ordinary Share shall be the higher of (i) an amount equal to 5% above the average of the middle market quotation for the Company's Ordinary Shares as derived from the London Stock Exchange's Daily Official List for the five business days' prior to the day on which such share is contracted to be purchased and (ii) the higher of the price of the last independent trade and the highest current independent bid for an Ordinary Share as derived from the London Stock Exchange Trading System;
4. this authority shall expire at the conclusion of the next annual general meeting of the Company or, if earlier, at 6.00 p.m. on 21 August 2025, unless such authority is previously renewed, varied or revoked by the Company in a general meeting; and
5. the Company may enter into a contract to purchase its Ordinary Shares under this authority prior to its expiry, which will or may be executed wholly or partly after such expiry, and the Company may purchase its Ordinary Shares in pursuance of any such contract.

Notice of general meetings

22. THAT, a general meeting, other than an annual general meeting, may be called on not less than 14 clear days' notice, provided that facilities are available to shareholders to vote by electronic means for meetings called at such notice.

By order of the Board,

Gerardo Carreto

Company Secretary

23 April 2024

Registered Office:

Fresnillo plc

21 Upper Brook Street

London W1K 7PY UK

Company No: 6344120

6 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

NOTES TO THE NOTICE OF THE ANNUAL GENERAL MEETING

Proxies

1. A member is entitled to appoint another person as their proxy to exercise all or any of their rights to attend and to speak and vote at the Annual General Meeting. A proxy need not be a shareholder of the Company. A shareholder may appoint more than one proxy in relation to the Annual General Meeting provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that shareholder.
2. A Form of Proxy is enclosed with this Notice. The appointment of a proxy will not itself prevent a member from subsequently attending and voting at the meeting in person should they wish to. In the case of joint holders, any one holder may vote. If more than one holder votes (in person or by proxy), only the vote of the senior holder will be accepted, seniority being determined in the order in which the names appear on the register. A space has been included in the Form of Proxy to allow members to specify the number of shares in respect of which that proxy is appointed. Shareholders who return the Form of Proxy duly executed but leave this space blank will be deemed to have appointed the proxy in respect of all of their shares. Shareholders who wish to appoint more than one proxy in respect of their shareholding should contact the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK on [phone] please use the country code when calling from outside the UK. Lines open 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding bank holidays in England and Wales).
   For additional Forms of Proxy you may photocopy the Form of Proxy provided with this document indicating on each copy the name of the proxy you wish to appoint and the number of Ordinary Shares in the Company in respect of which the proxy is appointed (which in aggregate should not exceed the number of Ordinary Shares held by you). All Forms of Proxy should be returned together in the same envelope.
3. To appoint a proxy: either (a) the Form of Proxy, and any power of attorney or other authority under which it is executed (or a duly certified copy of any such power or authority), must be deposited with the Company's Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL-KBKU, Aspect House, Spencer Road, Lancing, West Sussex BN99 8LU, UK; or (b) the proxy appointment must be lodged using the CREST electronic proxy appointment service in accordance with Note 10 below; or (c) online proxies must be lodged in accordance with Note 5 below, in each case so as to be received no later than 48 hours before the time of the holding of the AGM (excluding non-working days) or any adjournment thereof. Therefore, all Forms of Proxy and electronic proxy appointments must be received by 12.00 noon (UK time) on Friday 17 May 2024.

Nominated persons

4. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with section 146 of the Act ('nominated persons'). Nominated persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if nominated persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights. Nominated persons are advised to contact the shareholder who nominated them for further information on this.

Online voting

5. The website address for online voting is www.shareview.co.uk. Shareholders will need to create an online portfolio using their Shareholder Reference Numbers as printed on the Form of Proxy. Once logged in, simply click "View" on the "My Investments" page, click on the link to vote and follow the on-screen instructions.

Directors' Interests

6. The interests of the Directors in the Ordinary Shares of the Company are shown on page 231 of the 2023 Annual Report. There have been no changes to the Directors' interests between 31 December 2023 and 11 April 2024.

Total voting rights

7. Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. Each Ordinary Share confers one vote on a poll The total number of issued Ordinary Shares in the Company on 11 April 2024, which is the latest practicable date before the publication of this document, is 736,893,589. Therefore, the total number of votes exercisable as at 11 April 2024 is 736,893,589.

As at 11 April 2024, the major shareholdings in the Company are:

	Number of
	voting rights	%
Industrias Peñoles S.A.B. de C.V.	552,595,191	74.99
BlackRock Inc	14,985,670	2.12

Record date

8. Entitlement to attend and vote at the meeting, and the number of votes which may be cast at the meeting, will be determined by reference to the Company's register of members at close of business (6.30 p.m. UK time) on 17 May 2024 or, if the meeting is adjourned, 48 hours before the time fixed for the adjourned meeting (as the case may be). In each case, changes to the register of members after such time will be disregarded.

Entry to the AGM, security arrangements and conduct of proceedings

9. To facilitate entry to the meeting, shareholders are requested to bring with them suitable evidence of their identity. Persons who are not shareholders of the Company (or their appointed proxy) will not be admitted to the AGM unless prior arrangements have been made with the Company. For security reasons, all hand luggage may be subject to examination prior to entry to the AGM. Photography and filming will not be permitted in the AGM meeting room, and we would be grateful if you would ensure you switch off any mobile devices before the start of the meeting. We ask all those present at the AGM to facilitate the orderly conduct of the meeting and the safety of those attending and reserve the right, if orderly conduct or the safety of attendees is threatened by a person's behaviour, to require that person to leave.

7 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

CREST proxy instructions

1. CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so for the
   meeting (and any adjournment of the meeting) by following the procedures described in the CREST Manual (available via www.euroclear.com). CREST Personal Members or other CREST sponsored members (and those CREST members who have appointed a voting service provider) should refer to their CREST sponsor or voting service provider, who will be able to take the appropriate action on their behalf.
2. In order for a proxy appointment or instruction made by means of CREST to be valid, the appropriate CREST message (a 'CREST Proxy Instruction') must be properly authenticated in accordance with Euroclear's specifications and must contain the information required for such instructions, as described in the CREST Manual. The message (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) must, in order to be valid, be transmitted so as to be received by the issuer's agent (ID RA19) by the latest time(s) for receipt of proxy appointments specified in Note 3 above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means.
3. CREST members (and, where applicable, their CREST sponsors or voting service providers) should note that Euroclear does not make available special procedures in CREST for any particular messages. Normal system timings and limitations will therefore apply in relation to the input
   of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider, to procure that their CREST sponsor or voting service provider takes) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members (and, where applicable, their CREST sponsors or voting service providers) are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings.
4. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001 (as amended).

Proxymity instructions

14. If you are an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform, a process which has been agreed by the Company and approved by the Registrar. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 12.00 noon (UK time) on Friday 17 May 2024. In order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them, and they will govern the electronic appointment of your proxy.

Automatic poll voting

15. Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting, which is also in line with best corporate governance practice. Proxies (and members, if permitted to attend) will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the market once the votes have been counted and verified.

Publication of audit concerns

16. Under Section 527 of the Act members meeting the threshold requirements set out in that section have the right to require the Company to publish on a website a statement setting out any matter relating to: (a) the audit of the Company's accounts (including the Auditors' Report and the conduct of the audit) that are to be laid before the Annual General Meeting; or (b) any circumstance connected with an auditor of the Company ceasing to hold office since the previous meeting at which annual accounts and reports were laid in accordance with Section 437 of the Act. The Company may not require the shareholders requesting any such website publication to pay its expenses in complying with Sections 527 or 528 of the Act. Where the Company is required to place a statement on a website under Section 527 of the Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on the website. The business which may be dealt with at the Annual General Meeting includes any statement that the Company has been required under Section 527 of the Act to publish on a website.

Questions

17. The Board is always interested in the views of shareholders on the Company's activities, and we remain as committed as always to engagement with our shareholders. Any shareholder attending the meeting has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, or (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

Documents on display

18. Copies of the Letters of Appointment between the Company and its Non-executive Directors, will be available for inspection at the registered office of the Company during usual business hours on any weekday (Saturdays, Sundays and public holidays in England and Wales excluded) until the date of the AGM and also at the place of the AGM from 15 minutes prior to the commencement of the meeting until the conclusion thereof.

Information available on the website

19. A copy of this Notice and other information required by Section 311A of the Act can be found at www.fresnilloplc.com.

Electronic Addresses

20. Shareholders may not use any electronic address provided in either this Notice or any related documents (including the Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

8 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024

EXPLANATORY NOTES ON RESOLUTIONS

Reports and Accounts (Resolution 1)

The first item of business is the receipt by shareholders of the audited accounts for the financial year ended 31 December 2023 together with the Directors' Report and the Auditors' Report (the '2023 Annual Report').

Declaration of final dividend (Resolution 2)

This resolution seeks shareholder approval of the final dividend recommended by the Directors. The Directors are proposing a final dividend of

4.20 US cents per Ordinary Share in the Company. If approved, the final dividend will be payable on 29 May 2024 to those shareholders on the register at the close of business on 19 April 2024. As set out in the Company's preliminary announcement on 5 March 2024, this distribution is in line with Fresnillo's existing dividend policy, which remains in place.

Directors' Remuneration Report (Resolution 3)

Resolution 3 seeks shareholder approval of the Annual Report on Remuneration for the year ended 31 December 2023 (excluding the Directors' Remuneration Policy), as set out on pages 226 to 237 of the 2023 Annual Report. The vote on this resolution is advisory in nature and Directors' remuneration is not conditional on the passing of this resolution.

Re-election and election of Directors (Resolutions 4 to 15)

Provision 18 of the 2018 UK Corporate Governance Code requires that all the directors of listed companies should seek re-election by shareholders on an annual basis. All Directors currently in office, except Ms Bárbara Garza Lagüera and Juan Bordes who are both stepping down, will therefore seek re-election at the AGM. Mr Charlie Jacobs, has agreed to remain on the Board, having stepped down as the Company's Senior Independent Director, but will be proposed for re-election as a non-independentNon-executive Director. Separate Resolutions are proposed for each of these re-elections. Resolutions 14 and 15 are to approve the election of Ms Luz Adriana Ramírez and Ms Rosa Vázquez as Directors.

The Board has reviewed the role of each of the Directors being proposed for re-election and remains satisfied that each of the Directors continues to be fully competent to carry out their responsibilities as a member of the Board of Directors and, following a formal, external performance evaluation, that each such Director's performance continues to be effective and to demonstrate commitment to the role. In support of this assessment, the Nominations Committee has reviewed the time commitments made by each Director to the work of the Board and its committees, and their respective attendance records during the year, and is satisfied that all of the Directors being proposed for re-election are fully committed in undertaking their duties and responsibilities to the Board and the Company. Biographical details for these Directors, reflecting the roles and commitments of the Directors as at 11 April 2024, being the latest practicable date before publication of this notice, and explaining why their contribution continues to be important to the Company's long-term sustainable success, are provided on pages 12 to 16. Further information about the Board's assessment of the time commitment of Directors being proposed for re-election is set out on page 205 of the 2023 Annual Report.

The Board considers Mr Alejandro Baillères' appointment as Chairman in April 2021 as very important to the continued success of the Company, notwithstanding that he was not independent on appointment such that his appointment is not compliant with the independence requirements of the 2018 UK Corporate Governance Code. The Board considers that Mr Alejandro Baillères possesses significant knowledge and experience of the Company to carry out the role of the Chairman. Mr. Baillères' experience and understanding of Mexican business and its regulatory context is particularly valuable, in the current political and social environment in Mexico.

Under the UK Listing Rules, Peñoles is classed as a 'controlling shareholder' of the Company. This means that the independent Non-executive Directors of the Company must be re-elected or elected (as applicable) by a majority of the votes cast by the independent shareholders of the Company, as well as by a majority of the votes cast by all the shareholders. The concept of the independent shareholders of the Company means all the shareholders of the Company other than Peñoles and its associates. Therefore, the resolutions for the re-election and election (as applicable) of the independent Non-executive Directors (Resolutions 9 to 15) will be taken on a poll and the votes cast by the independent shareholders and by all the shareholders will be calculated separately. Such resolutions will be passed only if a majority of the votes cast by the independent shareholders are in favour, in addition to a majority of the votes cast by all the shareholders being in favour.

None of the independent Non-executive Directors seeking election or re-election at the Annual General Meeting has any existing or previous relationship, transaction or arrangement with the Company, the other Directors, any controlling shareholder of the Company or any associate of a controlling shareholder of the Company, within the meaning of Listing Rule 13.8.17R (1) other than as disclosed below. All Director effectiveness is judged equally and determined on the basis of the range of skills and experience of the individual in question.

In this regard, each of the independent Non-executive Directors possesses extensive experience and skills which are key to the success of the Company's business. All of the independent Non-executive Directors currently in post have undergone a formal, external performance evaluation and it was determined that they continue to demonstrate effective performance and commitment to the role.

The independence of Directors is assessed in accordance with the recommendations of the 2018 UK Corporate Governance Code. This assessment is conducted at the time of appointment and is monitored as part of periodic reviews and assessments of conflicts of interest and seeks to determine that each independent Non-executive Director is independent in character and judgement and whether there are any relationships or circumstances likely to affect, or that could appear to affect, their judgement. Further details on how each of the independent Non-executive Directors (except for Ms Luz Adriana Ramírez and Ms Rosa Vázquez who have recently been proposed for appointment to the Board) was considered to be independent is set out on page 205 of the 2023 Annual Report. The independence of Ms Ramírez and Ms Vázquez was considered in detail by the Nominations Committee before recommending them to the Board for appointment. Although Mr Rangel and Mr Tiburcio are independent non-executive directors of other companies within the Grupo BAL, they are not involved in executive duties in any of those companies and have a similar obligation to be independent for those companies as for the Company. The Board does not consider that the position of Messrs Rangel and Tiburcio as independent Non-executive Directors of the Company is adversely impacted by such appointments.

9 - FRESNILLO PLC

NOTICE OF ANNUAL GENERAL MEETING 2024