Fresnillo : Form of Proxy 2024

Form of Proxy - Fresnillo plc

Shareholder Reference Number

I/We hereby direct the Chairman of the Meeting OR the following person:	Shares (see Note 2 overleaf)

as my/our proxy to attend, speak and vote in respect of my/our full entitlement on my/our behalf at the Annual General Meeting of Fresnillo plc, to be held at No. 11 Cavendish Square, London W1G 0AN, UK on Tuesday 21 May 2024 at 12.00 noon, and at any adjourned meeting.

The full text of resolutions 18 to 22 is set out in the Notice of Annual General Meeting.

  Please tick here if this proxy appointment is one of multiple appointments (see note 3 overleaf).

  Please tick here if you will be attending the AGM.

The vote withheld option is provided to enable you to instruct the proxy not to vote on any particular resolution.

A vote withheld is not a vote in law and will not therefore be counted in the calculation of the proportion of votes for and against a resolution.

Vote

Ordinary ResolutionsFor Against withheld 1. Receiving the 2023 Report and Accounts 2. Approval of the final dividend 3. Approval of the Annual Report on Remuneration 4. Re-election of Mr Alejandro Baillères 5. Re-election of Mr Arturo Fernández 6. Re-election of Mr Fernando Ruiz 7. Re-election of Mr Eduardo Cepeda 8. Re-election of Mr Charles Jacobs 9. Re-election of Mr Alberto Tiburcio 10. Re-election of Dame Judith Macgregor 11. Re-election of Ms Georgina Kessel 12. Re-election of Ms Guadalupe de la Vega 13. Re-election of Mr Héctor Rangel 14. Election of Ms Luz Adriana Ramírez 15. Election of Ms Rosa Vázquez 16. Re-appointment of Ernst & Young LLP as auditors 17. Authority to set the remuneration of the auditors 18. Directors' authority to allot shares

Special Resolutions

19. Authority to disapply pre-emption rights for shares issued wholly for cash

20. Authority to disapply pre-emption rights for shares issued wholly for cash and used only for financing acquisitions or capital investments

21. Authority for the Company to purchase its own shares

22. Notice period for a general meeting
Signature	Date

Signature

sign it and hand it in on your arrival. This will facilitate	If you wish to attend the meeting please detach this	Please notify any change to your address to: Equiniti Limited Aspect House Spencer Road Lancing West Sussex BN99 6DA
your admission.	card at the perforation,

The Annual General Meeting to be held on Tuesday 21 May 2024 at 12.00 noon, at No. 11 Cavendish Square, London W1G 0AN, UK

Attendance Card

return this section	keep this section
Please	Please

Attendance card for the 2024

Annual General Meeting of Fresnillo plc

Shareholder Reference Number:

Meeting arrangements

Please bring this card with you if you come to the Fresnillo plc Annual General Meeting which will be held at No. 11 Cavendish Square, London W1G 0AN, UK on Tuesday 21 May 2024 at 12.00 noon.

Doors to the meeting will open at 11.30 a.m., admittance will not be allowed before this time. Tea, coffee and biscuits will be served both before and after the meeting.

If you have a disability or impairment, please let us know, so that we may try to make suitable arrangements at the meeting.

Explanatory Notes

Proxies

1. A member is entitled to appoint another person as his proxy to

exercise all or any of his 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. The appointment of a proxy will not prevent a member from

subsequently attending and voting at the meeting in person.

In the case of joint holders, any one holder may vote. If more

than one holder is present at the meeting, only the vote of the

senior will be accepted, seniority being determined in the order

in which the names appear on the register. Please indicate in the

box next to the proxy holder's name (see overleaf) the number

of shares in respect of which that proxy is appointed.

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.

CREST proxy instructions

7. 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). 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)

QUEEN

WIMPOLE

ST

WAY

WELBECK

ANNE	ST
	Q-Park
	Harley
	Street

No. 11 Cavendish Square,

London

W1G 0AN,

UK

PL PORTLAND

CHANDOS

ST

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A5204

REGENT

GREAT PORTLAND ST

Shareholders who return the Form of Proxy duly executed but

leave this box blank will be deemed to have appointed the proxy

in respect of all of their shares.

3. Shareholders who wish to appoint more than one proxy in

respect of their shareholding should contact the Company's

Registrars, Equiniti Limited, on [phone] please use

the country code when calling from outside the UK.

For additional Forms of Proxy you may photocopy this Form of

Proxy indicating on each copy the name of the proxy you wish

to appoint and the number of Ordinary Shares in the Company

for receipt of proxy appointments specified in Note 4 previously.

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 a proxy appointed through CREST should be communicated

to the appointee through other means.

8. CREST members (and, where applicable, their CREST sponsors

or voting service providers) should note that Euroclear does not

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in respect of which the proxy is appointed. All Forms of Proxy
should be returned together in the same envelope.
4. Your proxy appointment must be completed no later than
48 hours before the time of the holding of the AGM (excluding
non-working days) or any adjournment thereof and there are
three methods to do this:
i)	online at www.shareview.co.uk, where full procedures are
	given. You will need to create an online portfolio using your
	Shareholder Reference Number shown on this form; or
ii)	depositing this 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), with the Company's
	Registrars, Equiniti Limited, FREEPOST RTHJ-CLLL- KBKU,

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 his 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.

MARYLEBONE

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Bond Street

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Oxford Circus

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keepthis section

returnthis section

Aspect House, Spencer Road, Lancing, West Sussex,

BN99 8LU, UK using the enclosed pre-paid envelope; or

iii) lodging the proxy appointment using the CREST Proxy

Voting Service in accordance with the notes below.

Record date

5. 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 Friday 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

6. 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.

9.	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.
10.	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.

General

1. The address information on this Form of Proxy is how your address appears on the register of members. If this information is incorrect, please call Equiniti's helpline on [phone] please use the country code when calling from outside the UK1 to request a change of address form or go to www.sharevote.co.uk to use the online service.
2. Any alterations made to this form should be initialled by the shareholder.

Please

Please

1 Lines are open from 8:30 a.m. to 5:30 p.m. Monday to Friday (excluding bank holidays).