Pan American Silver : 2023 INFORMATION CIRCULAR (AGSM)

NOTICE OF

2024 ANNUAL GENERAL AND SPECIAL

MEETING OF SHAREHOLDERS

INFORMATION CIRCULAR

MARCH 14, 2024

What's Inside
Notice of our 2024 Annual General and Special Meeting of Shareholders ...................	i
About this Information Circular .......................................................................................	iii
About the Meeting ………………………………………………………………………………… .……..…… ....	1
Items of Business ………………………………………………………………………… .…….…..……… .....	2
Notice and Access ……………………………………………………………………………… .…..……… .....	3
Voting ……………………………………………………………………………………… . …………… ..…… ........	4
Director Nominees …………………………………………………………………… .. …………........ ………	8
About the Auditor …………………………………………………………………………………… .… ..... …..	14
Advisory 'Say on Pay' Resolution ………………………………………………………………....... ……	16
Governance ……………………………………………………………………………………………………… ..…..	17
Corporate Governance Overview …………………………………………………….....…………… ..…	18
Ethical and Responsible Business Conduct ………………………………………………………… .	18
About the Board .........................................................................................................	21
Board Education ………………………………………………………………………….....…………………… .	25
Board Committees ………………………………………………………………………………….....…………	26
Director Attendance …………………………………………………………………………………..... ………	30
Director Compensation and Share Ownership	30
Executive Compensation ………………………………………………………………………………… ..……..	33
Compensation Discussion and Analysis ……………………………………………………………......	34
Components of Executive Compensation ………………………………………………....………… .	44
Executive Share Ownership …………………………………………………………………….....…………	54
Total Executive Compensation Summary ……………………………………………….... ……… ....	56
Employment Agreements, Change of Control and Other Termination Payments ..	57
Additional Company Information …………………………………………………………………… ..……..	60
Additional Governance Disclosure and Appendices ………………………………… ... …………… .	62
Appendix A Corporate Governance Disclosure ………………………………………….... ……….	63
Appendix B Mandate of the Board of Directors ………………………………………....…………	70
Appendix C Summary of Option Plan …………………………… . …………… ..…… ....................	73

Notice of our 2024 Annual General and Special Meeting of Shareholders

WHEN:	WHERE:
May 8, 2024	1200 Waterfront Centre, 200 Burrard Street, Vancouver,
3:00 p.m. (Vancouver time)	British Columbia V7X 1T2

Pan American Silver Corp. ("Pan American" or the "Company") shareholders and proxyholders are invited to attend our 2024 annual general and special meeting of shareholders (the "Meeting") in person, but all shareholders are urged to vote in advance by proxy, as discussed in more detail below and in the accompanying management information circular (the "Circular").

We will cover the following items of business:

• 1. Receive our consolidated financial statements for the financial year ended December 31, 2023 and the auditor's report thereon.

• 2. Set the size of our Board at nine directors.

3.

Elect nine directors to hold office until our 2025 annual general and special meeting of shareholders.

• 4. Reappoint Deloitte LLP as our independent auditor to hold office until our 2025 annual general and special meeting of shareholders and authorize the directors to set the auditor's pay.

• 5. Consider a non-binding advisory "say on pay" resolution approving our approach to executive compensation.

6.

Transact any other business that may properly come before the meeting.

Your Vote is Important.

You are entitled to receive this notice and vote at the Meeting if you owned common shares of Pan American ("Shares") as of the close of business on March 12, 2024.

The accompanying Circular contains important information about what the Meeting will cover, who can vote, and how to vote. Please read it carefully. The Circular is expected to be made available to our shareholders ("Shareholders") on or about [date of availability of Info Circ], with a form of proxy ("proxy") or voting instruction form ("VIF") in accordance with applicable laws.

If you are a registered Shareholder, send your completed proxy by mail to our transfer agent, Computershare Investor Services Inc. ("Computershare"), or complete your proxy on the internet in accordance with the instructions provided on the proxy. Computershare must receive your proxy by 3:00 p.m. (Vancouver time) on May 6, 2024, or at least 48 hours (excluding Saturdays, Sundays, and statutory holidays in British Columbia) prior to the time of any adjournment or postponement of the Meeting. The Chair of the Meeting has the discretion to accept or reject any late proxies and can waive or extend the deadline for receiving proxy voting instructions without notice.

If you are a non-registered Shareholder, you have received these materials through your securities broker, custodian, nominee, or other intermediary. Please complete and return the proxy or VIF following the instructions that you receive from your broker, custodian, nominee or intermediary. Your intermediary is responsible for properly executing your voting instructions.

If a Shareholder receives more than one proxy or VIF because such holder owns Shares registered in different names or addresses, or through different intermediaries, each proxy or VIF should be completed in accordance with the applicable instructions.

The Circular contains further particulars of matters to be considered at the Meeting. The Meeting will also consider any permitted amendment to or variations of any matter identified in this Notice and transact such other business as may properly come before the Meeting or any adjournment thereof. Copies of the audited financial statements for the year ended December 31, 2023, report of the

NOTICE OF MEETING | Page iauditor and related management discussion and analysis, as well as the annual information form for the year ended December 31, 2023, will be made available at the Meeting and are available on SEDAR+ atwww.sedarplus.ca.

You are receiving this Notice because Pan American has elected to use the notice-and-access model as such provisions are set out under National Instrument 51-102 - Continuous Disclosure Obligations and National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer (the "Notice-and-Access Provisions") for the delivery of meeting materials relating to this Meeting. Notice-and-Access Provisions are a set of rules developed by the Canadian Securities Administrators that allow a company to reduce the volume of materials to be physically mailed to shareholders by posting the Circular and any additional annual meeting materials (the "Proxy Materials") online. Under the Notice-and-Access Provisions, instead of receiving paper copies of the Circular, Shareholders will receive this Notice and a proxy. In the case of beneficial (non-registered) Shareholders, they will receive this Notice and a VIF. The proxy/VIF enables Shareholders to vote. Before voting, Shareholders are reminded to review the Circular online by logging onto the website access page provided and following the instructions set out below. Shareholders may also choose to receive a printed copy of the Circular by following the procedures set out below.

Copies of the Proxy Materials and the annual financials are posted on the Company's website at:https://www.panamericansilver.com/invest/financial-reports-and-filings.

All Shareholders may call Computershare at 1-866-962-0498 (toll-free) in order to obtain additional information relating to Notice-and-Access Provisions.

How to Obtain Paper Copies of the Information Circular

Any Shareholder may request that a paper copy of the current meeting materials be mailed to them at no cost by contacting the Company at Suite 2100 - 733 Seymour Street, Vancouver, British Columbia V6B 0S6; by telephone: [phone]; by telephone toll-free: 1-800-677-1845 or by fax: [phone].

Instructions for obtaining paper copies of current proxy materials by mail at no cost are also provided on the Notice of Availability of Proxy Materials for this Meeting, which is posted on the Company's website at:https://www.panamericansilver.com/invest/financial-reports-and-filings and made available on SEDAR+ atwww.sedarplus.ca.

To allow adequate time for a Shareholder to receive and review a paper copy of the Circular and then to submit their vote by 3:00 p.m. (Vancouver time) on May 6, 2024, a Shareholder requesting a paper copy of the Circular as described above, should ensure such request is received by the Company no later than 5:00 p.m. (Vancouver time) on Wednesday, April 24, 2024. Under Notice-and-Access Provisions, Proxy Materials must be available for viewing for up to 1 year from the date of posting and a paper copy of the materials can be requested at any time during this period. To obtain a paper copy of the Circular after the Meeting date, please contact the Company.

The Company will not use a procedure known as 'stratification' in relation to its use of Notice-and-Access Provisions. Stratification occurs when a reporting issuer while using the Notice-and-Access Provisions also provides a paper copy of the Circular to some of its shareholders with the notice package. In relation to the Meeting, all Shareholders will receive the required documentation under Notice-and-Access Provisions and will not include a paper copy of the Circular.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Michael Steinmann

Michael Steinmann President, CEO and Director

Vancouver, British Columbia March 14, 2024

NOTICE OF MEETING | Page ii

About this Information Circular

References in this management information circular (the "Circular") to "Pan American", the "Company", "we", "us" and "our" are references to Pan American Silver Corp. and its subsidiaries unless otherwise specified or the context otherwise requires.

This Circular has been prepared in connection with the 2024 annual general and special meeting of Shareholders to be held at 3:00 p.m. (Vancouver time) on Wednesday, May 8, 2024 (the "Meeting"). If you owned Pan American common shares ("Shares") as of the close of business on March 12, 2024 (the "Record Date"), you have the right to attend the Meeting and vote on the various items of business to be addressed at the Meeting in person or by proxy. You retain these rights if the Meeting is adjourned or postponed.

Shareholders and proxyholders are invited to attend the Meeting in person. However, Shareholders are urged to vote in advance by using the form of proxy ("proxy") or voting instruction form ("VIF") as discussed in more detail in this Circular.

Both the Board of Directors (the "Board") and management of Pan American encourage you to vote.

Our management will be soliciting your vote for this Meeting and any meeting that

is reconvened if it is postponed or adjourned. Management's solicitation of proxies will be conducted by mail and may be supplemented by telephone or other personal contact to be made without special compensation by our directors, officers, and employees or by our transfer agent. We will bear all costs of solicitation.

Unless otherwise indicated, all currency amounts stated in this Circular are stated in the lawful currency of the United States.

In this Circular, we, us, our, Pan American, and the Company mean Pan American Silver Corp.

You, your, and Shareholder mean holders of Shares of Pan American as of the Record Date.

Your vote is important. This Circular describes what the Meeting will cover and how to vote. Please read it carefully and vote, either by completing the proxy or voting instruction form or by attending the Meeting in person.

This Circular is dated March 14, 2024. Unless otherwise stated, information in this Circular is as of March 14, 2024.

Receiving Documents

As a Shareholder, you can decide if you want to receive paper copies of our interim and annual financial statements and management's discussion and analysis ("MD&A"). To receive paper copies of these materials, please complete the enclosed card to send us your instructions, complete the request contained on the proxy provided in connection with the Meeting or register online atwww.computershare.com/mailinglist.

If you have any questions about the procedures to be followed to qualify your vote at the Meeting or about obtaining and depositing the required proxy, you should contact our transfer agent, Computershare Investor Services Inc. ("Computershare") by telephone (toll free) at 1-800-564-6253 or 514-982-7555 (international direct dial).

Additional Information

You can find financial information relating to Pan American in our comparative financial statements and MD&A for our most recently completed financial year. See our MD&A, financial statements and our annual information form for the year ended December 31, 2023 (the "Annual Information Form") (and the United States Securities and Exchange Commission filing on Form 40-F) for additional information about us. These documents are available on:

• • our website (www.panamericansilver.com);

• • SEDAR+ (www.sedarplus.ca); and

• • EDGAR (www.sec.gov/edgar).

NOTICE OF MEETING | Page iiiYou can also request copies of these documents or this Circular, free of charge, by contacting our Corporate Secretary:

Corporate Secretary

Pan American Silver Corp. 2100-733 Seymour Street Vancouver, British Columbia V6B 0S6

[e-mail]1-800-677-1845 (North America toll-free) 604-684-0147 (fax)

Our Board has approved the contents of this Circular and have authorized us to send it to you, each of our directors, and our auditor.

BY ORDER OF THE BOARD OF DIRECTORS

(signed) Michael Steinmann

Michael Steinmann President, CEO and Director

Vancouver, British Columbia March 14, 2024

NOTICE OF MEETING | Page iv

About the MeetingWhat's Inside

Page

Items of Business

Notice and Access

Voting

Director Nominees

About the Auditor

Advisory 'Say on Pay' Resolution

Your vote is important.

2

3

4

8

14

16

Please read page 4 to find out how to make sure your vote is counted.

ABOUT THE MEETING | Page 1

Items of Business

At the Meeting we will cover the following items of business:

1. Receiving Our Financial Statements and the Auditor's Report Thereon

Our consolidated financial statements for the year ended December 31, 2023, and the auditor's report thereon, are included in our 2023 annual report, which is mailed to Shareholders and is available on our website (www.panamericansilver.com) and on SEDAR+ (www.sedarplus.ca).

2. Set the Number of Directors on our Board (see page 8)

You will vote to set the size of our Board at nine directors.

3. Electing Directors (see page 8)

You will vote to elect nine directors to the Board. The nominees for election to the Board are:

John Begeman	Neil de Gelder
Chantal Gosselin	Charles Jeannes
Kimberly Keating	Jennifer Maki
Kathleen Sendall	Michael Steinmann
Gillian Winckler

Directors are elected to serve for a one-year term, which will expire at the end of our 2025 annual general and special meeting of shareholders.

4. Appointing our Independent Auditor and Setting the Auditor's Pay (see page 14)

You will vote on appointing our auditor and authorizing the Board to set the auditor's pay for the ensuing year. Our Board, on the recommendation of our Audit Committee, has recommended that Deloitte LLP be reappointed as our independent auditor to serve until the end of our 2025 annual meeting of shareholders. You will also vote on authorizing the Board to set the auditor's pay for the ensuing year.

5. Advisory 'Say on Pay' Vote on Executive Compensation (see page 16)

You will have an advisory and non-binding vote on our approach to executive compensation as disclosed in this Circular, which will provide the Board and the Human Resources and Compensation Committee with important feedback.

6. Other Business

If other items of business are properly brought before the Meeting, you (or you proxyholder, if you are voting by proxy) can vote as you (or your proxyholder) see fit. As of the date of this Circular, we are not aware of any other items of business to be considered at the Meeting.

Questions about voting?

Contact:

Computershare Investor Services Inc.

Attention: Stock Transfer Services

100 University Avenue, 8th Floor

Toronto, Ontario M5J 2Y1

Tel: [phone] (toll free)

Quorum and Approval

A quorum of shareholders is required to transact business at the Meeting. According to our articles, a quorum for the transaction of business at a meeting is two individuals who are shareholders, proxyholders representing shareholders or duly authorized representatives of corporate shareholders personally present and representing Shares aggregating not less than 25% of the issued Shares carrying the right to vote at that meeting.

All resolutions require approval by a simple majority (50% plus one vote) of the votes cast for such resolution at the Meeting by Shareholders, either present in person or by proxy. In order for a resolution electing a director or appointing the auditor to pass at the Meeting, such resolution must receive sufficient votes cast "FOR" such resolution by the Shareholders, in person or by proxy, at the Meeting.

Notice and Access

The Company has chosen to deliver the notice of meeting (the "Notice of Meeting") of its shareholders, this Circular and form of proxy forming the proxy-related materials (the "Proxy Materials") using notice-and-access provisions, which govern the delivery of proxy-related materials to shareholders utilizing the internet. Notice-and-Access provisions are found in section 9.1.1 of National Instrument 51-102 - Continuous Disclosure Obligations ("NI 51-102"), for delivery to registered shareholders, and in section 2.7.1 of National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"), for delivery to beneficial shareholders (together, "Notice-and-Access Provisions").

Notice-and-Access Provisions allow the Company to choose to deliver Proxy Materials to Shareholders by posting them on a non-SEDAR+ website (usually the reporting issuer's website or the website of their transfer agent), provided that the conditions of NI 51-102 and NI 54-101 are met, rather than by printing and mailing the Proxy Materials. Notice-and-Access Provisions can be used to deliver materials for both general and special meetings. Shareholders are entitled to request a paper copy of the Proxy Materials, and more particularly, the Circular, be mailed to them at the Company's expense.

Use of Notice-and-Access Provisions reduces paper waste and the Company's printing and mailing costs. Under Notice-and-Access Provisions we must send a notice and proxy (the "notice package") to each Shareholder, including registered and beneficial shareholders, indicating that the Proxy Materials have been posted and explaining how a shareholder can access them or obtain a paper copy of the Proxy Materials, including the Circular, from the Company. This Circular has been posted in full, together with the Notice of Annual General Meeting, the proxy, and the VIF, on the Company's website athttps://www.panamericansilver.com/invest/financial-reports-and-filings and under the Company's SEDAR+ profile atwww.sedarplus.ca.

The Circular contains details of matters to be considered at the Meeting. Please review the Circular before voting.

How to Obtain Paper Copies of the Information Circular

Any Shareholder may request a paper copy of the Circular be mailed to them at no cost by contacting the Company at Suite 2100 - 733 Seymour Street, Vancouver, British Columbia V6B 0S6; by telephone: [phone]; by telephone toll-free: 1-800-677-1845 or by fax [phone].

To allow adequate time for a Shareholder to receive and review a paper copy of the Circular and then to submit their vote by 3:00 p.m. (Vancouver time) on May 6, 2024, a Shareholder requesting a paper copy of the Circular as described above, should ensure such request is received by the Company no later than 5:00 p.m. (Vancouver time) on Wednesday, April 24, 2024. Under Notice and-Access Provisions, Proxy Materials must be available for viewing for up to one year from the date of posting and a paper copy of the Proxy Materials can be requested at any time during this period. To obtain a paper copy of the Circular after the Meeting date, please contact the Company.

Pursuant to Notice-and-Access Provisions, the Company has set the Record Date for the Meeting to be at least 40 days prior to the Meeting to ensure there is sufficient time for the Proxy Materials to be posted on the applicable website and for them to be delivered to Shareholders. The requirements of the Notice of Meeting included with the Company's notice package, and in which the Company must (i) provide basic information about the Meeting and the matters to be voted on, (ii) explain how a shareholder can obtain a paper copy of the Circular and any related financial statements and related MD&A, and (iii) explain how the Notice-and-Access Provisions process have been built into the Notice of Meeting. The Notice of Meeting has been delivered to Shareholders by the Company, along with the applicable voting document: a proxy in the case of registered shareholders, or a VIF in the case of non-registered (beneficial) holders.

You may also request to receive paper copies of the current meeting materials by mail at no cost. Requests for paper copies may be made using your Control Number as it appears on your enclosed VIF or proxy. To ensure you receive the materials in advance of the voting deadline and meeting date, all requests should be received by 5:00 p.m. (Vancouver time) on Wednesday, April 24, 2024.

For Holders with a 15 digit Control Number: Request materials by calling Toll Free, within North America - 1-866-962-0498 or direct, from outside of North America - [phone] and entering your control number as indicated on your VIF or proxy. To obtain paper copies of the materials after the meeting date, please contact 1-800-677-1845.

For Holders with a 16 digit Control Number: Request materials by calling Toll Free, within North America - 1-877-907-7643 and entering your control number as indicated on your VIF or proxy. To obtain paper copies of the materials after the meeting date, please contact 1-800-677-1845.

The Company will not rely upon the use of "stratification". Stratification occurs when a reporting issuer using Notice-and-Access Provisions provides a paper copy of its information circular to some shareholders together with the notice to be provided to shareholders as described above. In relation to the Meeting, all Shareholders will have received the required documentation under Notice-and-Access Provisions and all documents required to vote in respect of all matters to be voted on at the Meeting. Shareholders will not receive a paper copy of the Circular from the Company, or from any intermediary, unless such Shareholder specifically requests one.

All Shareholders may call our transfer agent, Computershare at 1-866-962-0498 (toll-free) in order to obtain additional information relating to Notice-and-Access Provisions.

Voting

Who Can Vote

You are entitled to receive notice of and vote at the Meeting to be held on May 8, 2024, if you held Shares as of the close of business on March 12, 2024, the Record Date for the Meeting.

Each Share you own entitles you to one vote on each item of business to be considered at the Meeting.

How to Vote

You can vote by proxy or VIF or you can attend the Meeting and vote your Shares in person.

Voting by Proxy or VIF

Voting by proxy or by VIF is the easiest way to vote. It means you are giving someone else (called your proxyholder) the authority to attend the Meeting and vote your Shares for you.

The voting process is different depending on whether you are a registered or non-registered Shareholder.

You are a registered Shareholder if your name appears on your share certificate or appears as the registered shareholder with our transfer agent.

You are a non-registered (beneficial) Shareholder if your bank, trust company, securities broker, trustee or other financial institution holds your Shares (your nominee).

Please be sure to follow the appropriate voting procedure.

There are different ways to submit your voting instructions, depending on whether you are aregistered or non-registered Shareholder.

Registered Shareholders

You are a registered Shareholder if you hold a share certificate in your name or appear as the registered Shareholder in the records of our transfer agent.

Michael Steinmann, our President and Chief Executive Officer, or failing him, Steven Busby, our Chief Operating Officer, have agreed to act as the Pan American management proxyholders in connection with the Meeting. You can appoint a person or entity other than the Pan American management proxyholders to attend the Meeting and vote on your behalf. If you want to appoint someone else as your proxyholder, strike out the names on the enclosed proxy form and print the name of the person you want to appoint as your proxyholder in the space provided. Your proxyholder must be a Shareholder, unless the person appointing the proxyholder is a corporation or a duly authorized representative of a corporation.

By completing and returning a proxy, you are authorizing the person named in the proxy to vote or withhold from voting your Shares represented thereby in accordance with your instructions on any ballot that may be called for. If you specify a choice with respect to