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Expert Corporate Governance Service (ECGS)
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Antofagasta - AGM 22 May 2019

Item 1: Approve the Report and Accounts

Shareholders should note that having a CEO below Board level causes ambiguity over who is running the Company from a regulatory perspective as UK Company law requires the directors to sign off on the accounts.  In addition, shareholders have no voting power in relation to the annual re-election of the CEO and, therefore, have limited power to express their opinion on the appointment, performance and remuneration of the CEO.

 Item 2: Approve the remuneration report

The structure is considered acceptable and is weighted more heavily towards long-term performance. There is still insufficient disclosure of the targets used for the LTIP and whether or not accelerated vesting is possible. However, the potential and actual quantum is moderate.  The salary is reasonable in comparison with peers.  Accordingly, we recommend that shareholders approve this resolution.

 Item 4: Re-elect the Chairman

The director was not considered independent upon appointment. Mr. Jean-Paul Luksic served as executive Chairman prior to becoming non-executive. The Chairman Jean-Paul Luksic and Non-Executive Director Andrónico Luksic are members of the Luksic family. Members of the Luksic family are interested in the E. Abaroa Foundation which controls Metalinvest Establishment and Kupferberg Establishment (which, in aggregate, hold approximately 60.66% of the Companyns ordinary shares and approximately 94.12% of the Companyns preference shares). In addition, Jean-Paul Luksic controls the Severe Studere Foundation which, in turn, controls Aureberg Establishment (which holds approximately 4.26% of the Companyns ordinary shares). In aggregate, the Luksic family holds 64.92% of the Company's ordinary shares and 69.85% of the voting rights.

As he is a Chairman who was a former CEO and as he is Chairman of the Nomination Committee and gender diversity does not meet ECGS guidelines, we recommend shareholders oppose.

Underlying
Antofagasta PLC

Antofagasta is a Chilean copper mining group engaged in the discovery, development and operation of copper mining assets. Co. operates four copper mines in Chile, two of which also produce significant volumes of by-products. In addition to mining, Co. has a transport division that provides rail and road cargo services in northern Chile primarily to mining customers, including to some of Co.'s own operations. Co. is organized into two business divisions based on their products: Mining and Railway and other transport services. The mining division is split by mine and exploration activity. The transport division provides rail cargo and road cargo together with a number of ancillary services.

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Expert Corporate Governance Service (ECGS)

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