UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Form 6-K

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of April 2026

Commission File Number: 001-34984

 

 

First Majestic Silver Corp.

(Translation of registrant’s name into English)

 

 

Suite 1800 - 925 West Georgia Street

Vancouver, B.C. V6C 3L2

Canada

(Address of principal executive offices)

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 Form 20-F ☐     Form 40-F ☒

 

DOCUMENTS INCORPORATED BY REFERENCE

Exhibit 99.3 to this Report on Form 6-K is hereby incorporated by reference (i) as an Exhibit to the Registration Statement on Form F-10 of First Majestic Silver Corp. (File No. 333-290506) and (ii) into the Registration Statement on Form S-8 of First Majestic Silver Corp. (File No. 333-258124) and (iii) into the Registration Statement on Form S-8 of First Majestic Silver Corp. (File No. 333-284314).

DOCUMENTS FILED AS PART OF THIS FORM 6-K

 

Exhibit		Description
99.1		Notice of Meeting
99.2		Notice and Access Notification
99.3		Management Information Circular
99.4		Form of Proxy
99.5		Voting Instruction Form

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

				FIRST MAJESTIC SILVER CORP.
Date: April 29, 2026
				By:		/s/ Samir Patel
				Name:		Samir Patel
				Title:		General Counsel & Corporate Secretary

 

2

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS       Date: Wednesday, June 10, 2026       Time: 10.00 a.m. (Pacific Time)       Location: Bennett Jones LLP Suite 2500 – 666 Burrard Street Vancouver, British Columbia V6C 2X8         Record Date: April 15, 2026				Exhibit 99.1   NOTICE is hereby given that the Annual General Meeting (the “Meeting”) of the shareholders of First Majestic Silver Corp. (“First Majestic” or the “Company”) will be held at the offices of Bennett Jones LLP, Suite 2500 – 666 Burrard Street, Vancouver, British Columbia V6C 2X8 on Wednesday, June 10, 2026 at 10:00 a.m. (Pacific Time). At the Meeting, the shareholders will receive the audited consolidated financial statements for the year-ended December 31, 2025, together with the auditor’s report thereon, receive and consider the report of the directors, and consider these resolutions:   a.   To set the number of directors of the Company at six (6).   b.  To elect the directors of the Company to serve until the next annual general meeting of shareholders.   c.   To appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditor for the Company to hold office until the next annual general meeting of shareholders of the Company and to authorize the directors to set the remuneration to be paid to the auditor.   d.  To vote on an advisory resolution with respect to the Company’s approach to executive compensation.   e.   To approve the unallocated entitlements under the Company’s long-term incentive plan (the “LTIP”) and ratify grants of Awards (as defined in the LTIP) that have been made since May 26, 2025, as more particularly described in the accompanying management information circular (the “Information Circular”).   f.   To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.   The record date for notice and for voting at the Meeting is April 15, 2026. Only registered shareholders at the close of business on April 15, 2026, will be entitled to vote at the Meeting.   If you are a registered shareholder of the Company and are unable to attend the Meeting, please read, sign and date the form of proxy for the Meeting (the “Proxy”) and deposit it with Computershare Investor Services Inc. (“Computershare”) by courier or mail at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department, or by facsimile at 1-866-249-7775 (toll-free in North America) or 1-416-263-9524 (international) by 10:00 a.m. (Pacific Time) on Monday, June 8, 2026 or at least 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting). Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on the Proxy.   If you are a non-registered shareholder of the Company, please complete and return the voting instruction form (or other accompanying form) in accordance with the instructions for completion and deposit.   All shareholders may attend the Meeting but must follow the instructions set out in the accompanying Information Circular if they wish to vote at the Meeting.   The Company has adopted the notice and access model (“Notice and Access”) provided for under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of this Notice of Meeting, the Information Circular and, if previously requested, the audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2025 (collectively, the “Meeting Materials”) to shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, shareholders receive a Notice and Access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting Materials electronically. Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials.   Other shareholders wishing to receive a printed copy of the Meeting Materials should follow the instructions set out in the Notice and Access notification.   DATED at Vancouver, British Columbia, this 24th day of April, 2026.   (signed) “Keith Neumeyer”   Keith Neumeyer Chief Executive Officer

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

Exhibit 99.2

 

NOTICE AND ACCESS NOTIFICATION TO SHAREHOLDERS

Annual General Meeting of Shareholders

to be held on June 10, 2026

You are receiving this notification as First Majestic Silver Corp. (“First Majestic,” the “Company”, “we”, “us” or “our”) is using the notice and access model (“Notice and Access”) for the delivery of meeting materials to our shareholders for the annual general meeting of our shareholders that will be held on Wednesday, June 10, 2026 (the “Meeting”).

Under Notice and Access, instead of receiving printed copies of the Company’s management information circular (the “Information Circular”) for the Meeting and, if requested, the audited consolidated financial statements of the Company for the year ended December 31, 2025 and management’s discussion and analysis thereon (collectively with the Information Circular, the “Meeting Materials”), our shareholders are receiving this notification containing information on how to access the Meeting Materials electronically. However, together with this notification, shareholders continue to receive a proxy or voting instruction form, as applicable, enabling them to vote at the Meeting.

First Majestic uses Notice and Access as an alternative means of delivery of the Meeting Materials to our shareholders in a more environmentally friendly and sustainable way that helps reduce paper usage and our carbon footprint, and that reduces our printing and mailing costs.

 

First Majestic has retained the Laurel Hill Advisory Group (“Laurel Hill”) to assist in the solicitation of proxies for the Meeting. Shareholders may contact Laurel Hill for assistance with voting or obtaining a control number by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America, please text “INFO” to either number), or by email at assistance@laurelhill.com.

Meeting Date and Location:

 

When:		Wednesday, June 10, 2026		Where:		Bennett Jones LLP
		10:00 a.m. (Vancouver time)				Suite 2500 – 666 Burrard Street
						Vancouver, British Columbia V6C 2X8

 

925 West Georgia Street, Suite 1800, Vancouver, B.C. Canada V6C 3L2

Phone: 604.688.3033 | Fax: 604.639.8873 | Toll Free: 1.866.529.2807 | Email: info@firstmajestic.com

www.firstmajestic.com

 

Business of the Meeting:

 

1.

Financial Statements: Receive our audited consolidated annual financial statements for the financial year ended December 31, 2025 and the auditor’s report on those statements (see the section entitled “Part Two: Business of the Meeting – Receiving the Audited Consolidated Financial Statements” on page 9 of the Information Circular).

 

2.

Set the Number of Directors and Elect our Directors: Set the number of directors at six and elect six directors to our Board to hold office for the ensuing year (see the sections entitled “Part Two: Business of the Meeting – Setting the Number of Directors” and “Part Two: Business of the Meeting – Election of Directors”, both on page 9 of the Information Circular).

 

3.

Appoint our Auditor: Re-appoint Deloitte LLP, Independent Registered Public Accounting Firm, as our independent auditor for the ensuing year and authorize our directors to set the auditor’s pay (see the section entitled “Part Two: Business of the Meeting – Appointment of Auditor” on page 18 of the Information Circular).

 

4.	Advisory Resolution on Executive Compensation: Vote on an advisory resolution with respect to First Majestic’s approach to executive compensation (see the section entitled “Part Two: Business of the Meeting – Advisory Vote on Executive Compensation” on page 19 of the Information Circular).

 

5.

Approve Unallocated Entitlements & Ratify Awards Granted Under LTIP: Approve the unallocated entitlements under the Company’s long-term incentive plan (the “LTIP”) and ratify grants of Awards (as defined in the LTIP) that have been made since May 26, 2025 (see the section entitled “Part Two: Business of the Meeting – Approval of Unallocated Entitlements and Ratification of Awards Granted under LTIP” on page 20 of the Information Circular).

 

6.	Conduct such other business properly brought before the Meeting or any adjournment or postponement of the Meeting (see the section entitled “Part Two: Business of the Meeting – Other Business” on page 22 of the Information Circular).

First Majestic reminds shareholders that it is important that they review the Information Circular before voting their shares. See the remainder of this notice for instructions on how to view the Information Circular, and how to vote.

Accessing the Meeting Materials Online

Shareholders can view the Meeting Materials online under our SEDAR+ profile at www.sedarplus.ca, or on our website at www.firstmajestic.com/investors/agm-materials.

 

925 West Georgia Street, Suite 1800, Vancouver, B.C. Canada V6C 3L2

Phone: 604.688.3033 | Fax: 604.639.8873 | Toll Free: 1.866.529.2807 | Email: info@firstmajestic.com

www.firstmajestic.com

 

 

How to Request Printed Meeting Materials

Requests for paper copies of the Meeting Materials must be received by May 27, 2026 in order to receive the materials in advance of the proxy deposit deadline for the Meeting. Shareholders who wish to receive paper copies of the Meeting Materials may request these from the Company by calling toll-free 1-866-529-2807. Meeting Materials will be sent to shareholders within three business days of their request if such requests are made before the Meeting. Shareholders with existing instructions on their account to receive a paper copies will receive a paper copy of the Meeting Materials with this notification.

In addition, shareholders may request paper copies of the Meeting Materials be sent to them by postal delivery at no cost to them for up to one year from the date the Information Circular was filed on SEDAR+. These requests should be made by email to info@firstmajestic.com, or by contacting the General Counsel & Corporate Secretary at 1-866-529-2807 (toll-free). Meeting Materials will be sent to shareholders within ten calendar days of their request if such requests are made after the Meeting.

Voting

This notice is accompanied by either a form of proxy (for registered shareholders) or a voting instruction form (for non-registered shareholders).

Registered shareholders are asked to return their proxies using the following methods by 10:00 a.m. (Vancouver time) on Monday, June 8, 2026 or at least 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting:

 

INTERNET:		www.investorvote.com   Follow the instructions using the 15-digit control number noted on your proxy.		MAIL:		Computershare Investor Services Inc. Attention: Proxy Department 320 Bay Street, 14th Floor Toronto, Ontario M5H 4A6
TELEPHONE:		1.866.732.8683 (North America) 1.312.588.4290 (if outside North America)   You will need the 15-digit control number noted on your proxy.

Non-registered shareholders are asked to return their voting instructions using the methods set out on their voting instruction form or business reply envelope, or as set out below, at least one business day in advance of the proxy deposit date noted on your voting instruction form:

 

925 West Georgia Street, Suite 1800, Vancouver, B.C. Canada V6C 3L2

Phone: 604.688.3033 | Fax: 604.639.8873 | Toll Free: 1.866.529.2807 | Email: info@firstmajestic.com

www.firstmajestic.com

 

 

CANADA				UNITED STATES
INTERNET:		www.proxyvote.com   Follow the instructions using the 16-digit control number from your voting instruction form.		INTERNET:		www.proxyvote.com   Follow the instructions using the 16-digit control number from your voting instruction form.
TELEPHONE:		1.800.474.7493 (for English) 1.800.474.7501 (for French)   You will need the 16-digit control number noted on your voting instruction form.		TELEPHONE:		1.800.454.8683   You will need the 16-digit control number noted on your voting instruction form.
MAIL:		Data Processing Centre P.O. Box 3700, STN Industrial Park Markham, Ontario L3R 9Z9 Canada		MAIL:		Proxy Services P.O. Box 9104 Farmingdale, New York 11735-9533, USA

Your vote is important, regardless of the number of First Majestic shares you own.

 

Any shareholder who has questions, or who needs assistance with voting their shares or obtaining their control number should contact Laurel Hill, the Company’s proxy solicitation agent for the Meeting, by telephone at 1-877-452-7184 (toll-free in North America) or 416-304-0211 (text and call enabled outside North America, please text “INFO” to either number), or by email at assistance@laurelhill.com.

QUESTIONS

If you are a shareholder and you have questions regarding Notice and Access, you may contact the Company’s General Counsel & Corporate Secretary at 1-866-529-2807 (toll-free) or by e-mail to info@firstmajestic.com.

Dated at Vancouver, British Columbia this 24^th day of April, 2026.

BY ORDER OF THE BOARD OF DIRECTORS.

(signed) “Keith Neumeyer”

Keith Neumeyer

Chief Executive Officer and Director

 

925 West Georgia Street, Suite 1800, Vancouver, B.C. Canada V6C 3L2

Phone: 604.688.3033 | Fax: 604.639.8873 | Toll Free: 1.866.529.2807 | Email: info@firstmajestic.com

www.firstmajestic.com

Exhibit 99.3

 

FROM THE CHAIR           Thomas F. Fudge, Jr.				TO OUR SHAREHOLDERS   You are invited to participate in the annual general meeting of shareholders of First Majestic Silver Corp. to be held at 10:00 a.m. (Pacific Time) on Wednesday, June 10, 2026.   The business to be considered at the annual general meeting is described in the accompanying Notice of Meeting and Management Information Circular which contains important information about the meeting, voting, the nominees for election as directors, our governance practices and how we compensate our executives and directors.   Shareholders may contact the Laurel Hill Advisory Group, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; text “INFO” to either number), or by email at assistance@laurelhill.com.   Your vote is important. We encourage you to participate in this process by voting your First Majestic shares.   Thank you for your support as shareholders and I hope you can join us on June 10, 2026.         (signed) “Thomas F. Fudge, Jr.”     Thomas F. Fudge, Jr. Chair of the Board

FROM THE CEO       Keith Neumeyer   “It was the focus on details and efficiency, the constant high standards, the innovation and entrepreneurial mindset that allowed us to benefit from this market environment.”				Message from the CEO   An Unprecedented and Transformational Year   Silver’s record performance, combined with over two decades of planning, investment and preparation at First Majestic, aligned to deliver an unprecedented and transformational year for our shareholders.   The team came through when it mattered most, successfully integrating Los Gatos into our operations while achieving production and financial milestones. Meanwhile, First Mint enjoyed a year of record sales, capitalizing on strong investment demand for physical silver. We also made key discoveries at Santa Elena and San Dimas, and these ore bodies continued to expand.   Staying True to our Vision   High metals prices offered a timely advantage in 2025, especially with silver outperforming gold. However, we didn’t set First Majestic up for this market – we set First Majestic up expecting markets like this, along with the inevitable downturns.   In other words, we remained, and will always remain, true to our vision – regardless of price environments.   When I formed First Majestic 22 years ago, my intent was to build a low-cost producer that could manage silver cycles over decades. There is always work to do, but I believe First Majestic will thrive for the next 50 years because it is set up properly, with low-cost assets, a low-cost strategy and a culture focused on efficiency and the bottom-line benefits of operating safely and sustainably.   Los Gatos – a Major Step Forward   The essence of our vision has always been to build the world’s largest primary silver producer. We are getting there – systematically, patiently, strategically. The Los Gatos acquisition, the largest in the Company’s history, represents a major step forward on that path.   I want to congratulate everyone who played a role in the mine’s integration. Our goal was to have Los Gatos fully integrated by July 1st. Our team delivered, on time and on budget, merging all the different control systems, policies and procedures within a six-month window.   A Model for Future Acquisitions   Los Gatos represents the type of asset we seek for future acquisitions: predominantly silver-based, low-cost, efficient, and with exploration potential that can sustain production for decades. Such assets are challenging to find, requiring scrupulous investigation and analysis. We will make our next acquisition only when we believe its profile meets our criteria.

 

				Industry Awards for Safety and Sustainability   Our vision is also clear about improving the lives and communities of our host regions, for which we remained aligned in 2025. Our Community, Health & Safety section of our 2025 Annual Report details the industry awards received by our Mexico operations as well as Jerritt Canyon in Nevada, for which we are proud and will continue to strive for more.   What’s Ahead for 2026   Looking ahead to 2026, we expect another year of strong cash flow and exploration success, with 266,000 metres of drilling planned across the entire portfolio. We plan to increase sales at First Mint, enjoying the benefits of its higher margins. Overall, we expect another year of strong, economic production, with a lower cut-off grade enabled by strong silver prices, generating robust revenues and margins across our portfolio.   On to Jerritt Canyon   With Los Gatos fully integrated, we’re now focusing our efforts on the re-start of our Jerritt Canyon Gold Mine. We’re excited about making the necessary investments at Jerritt in order to get this mine up and running by H2 2027.   Managing Record Cash   One of the questions I’m asked most is, how do we plan to deploy our record treasury position ($938 million at year-end and growing). Our current strategy is to let the treasury build while reinvesting in our operations. Ample cash provides more options for acquisitions, capital improvements, exploration and developing projects, like Jerritt Canyon. We have doubled the dividend to 2% of net revenues so shareholders can increasingly benefit from the strong silver market. We can also buy back stock opportunistically in 2026 after purchasing and cancelling $9 million of First Majestic shares in 2025.   Welcoming Our New President & CCDO   As part of First Majestic’s continued growth strategy and ongoing succession planning, I want to welcome Mani Alkhafaji to the new role of President & Chief Corporate Development Officer, effective January 1, 2026. I will continue to serve as Chief Executive Officer.   Mani joined First Majestic nearly ten years ago to support the integration of the Santa Elena Mine acquisition. He has since held several senior leadership roles at First Majestic, learning different aspects of the business. I am confident that his knowledge, experience and strategic insight will play a vital role as we work towards achieving our vision.   In closing, I want to state how proud I am of our entire First Majestic team for the record performances achieved at nearly every level of the Company. Yes, we were helped by higher metals prices. But it was the focus on details and efficiency, the constant high standards, the innovation and entrepreneurial mindset that allowed us to benefit from this current environment.   (signed) “Keith Neumeyer”   Keith Neumeyer CEO

TABLE OF CONTENTS

 

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS       Date: Wednesday, June 10, 2026       Time: 10.00 a.m. (Pacific Time)       Location: Bennett Jones LLP Suite 2500 – 666 Burrard Street Vancouver, British Columbia V6C 2X8       Record Date: April 15, 2026				NOTICE is hereby given that the Annual General Meeting (the “Meeting”) of the shareholders of First Majestic Silver Corp. (“First Majestic” or the “Company”) will be held at the offices of Bennett Jones LLP, Suite 2500 – 666 Burrard Street, Vancouver, British Columbia V6C 2X8 on Wednesday, June 10, 2026 at 10:00 a.m. (Pacific Time). At the Meeting, the shareholders will receive the audited consolidated financial statements for the year-ended December 31, 2025, together with the auditor’s report thereon, receive and consider the report of the directors, and consider these resolutions:   a.  To set the number of directors of the Company at six (6).   b.  To elect the directors of the Company to serve until the next annual general meeting of shareholders.   c.  To appoint Deloitte LLP, Independent Registered Public Accounting Firm, as auditor for the Company to hold office until the next annual general meeting of shareholders of the Company and to authorize the directors to set the remuneration to be paid to the auditor.   d.  To vote on an advisory resolution with respect to the Company’s approach to executive compensation.   e.  To approve the unallocated entitlements under the Company’s long-term incentive plan (the “LTIP”) and ratify grants of Awards (as defined in the LTIP) that have been made since May 26, 2025, as more particularly described in the accompanying management information circular (the “Information Circular”).   f.   To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.   The record date for notice and for voting at the Meeting is April 15, 2026. Only registered shareholders at the close of business on April 15, 2026, will be entitled to vote at the Meeting.   If you are a registered shareholder of the Company and are unable to attend the Meeting, please read, sign and date the form of proxy for the Meeting (the “Proxy”) and deposit it with Computershare Investor Services Inc. (“Computershare”) by courier or mail at 320 Bay Street, 14th Floor, Toronto, Ontario M5H 4A6, Attention: Proxy Department, or by facsimile at 1-866-249-7775 (toll-free in North America) or 1-416-263-9524 (international) by 10:00 a.m. (Pacific Time) on Monday, June 8, 2026 or at least 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting). Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on the Proxy.   If you are a non-registered shareholder of the Company, please complete and return the voting instruction form (or other accompanying form) in accordance with the instructions for completion and deposit.   All shareholders may attend the Meeting but must follow the instructions set out in the accompanying Information Circular if they wish to vote at the Meeting.   The Company has adopted the notice and access model (“Notice and Access”) provided for under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer for the delivery of this Notice of Meeting, the Information Circular and, if previously requested, the audited consolidated financial statements and management’s discussion and analysis for the year ended December 31, 2025 (collectively, the “Meeting Materials”) to shareholders for the Meeting. Under Notice and Access, instead of receiving printed copies of the Meeting Materials, shareholders receive a Notice and Access notification containing details of the Meeting date, location and purpose, as well as information on how they can access the Meeting Materials electronically. Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials.   Other shareholders wishing to receive a printed copy of the Meeting Materials should follow the instructions set out in the Notice and Access notification.   DATED at Vancouver, British Columbia, this 24th day of April, 2026.   (signed) “Keith Neumeyer”   Keith Neumeyer Chief Executive Officer

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent, by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

PROXY SUMMARY

 

This summary highlights information contained in this Management Information Circular (the “Information Circular”). The summary does not contain all of the information that you should consider. Shareholders are encouraged to read the entire Information Circular carefully prior to voting.

Annual General Meeting Details

 

		Date Wednesday, June 10, 2026				Location Bennett Jones LLP Suite 2500 – 666 Burrard Street Vancouver, British Columbia V6C 2X8				Time 10:00 a.m. (Pacific Time)

Shareholder Voting Matters

 

Matter to be Voted on		Management’s Recommendation		Reference Page
Set the Number of Directors at Six (6)		FOR		Page 9
Election of Directors		FOR each nominee		Page 9
Appointment of Auditor		FOR		Page 18
Advisory Vote on Executive Compensation		FOR		Page 19
Approve Unallocated Entitlements and Ratify Awards Granted under LTIP		FOR		Page 20

First Majestic has retained the Laurel Hill Advisory Group (“Laurel Hill”) to assist in the solicitation of proxies for the Meeting. Shareholders may contact Laurel Hill for assistance with voting by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 1

Proxy Summary

 

Director Nominees

Shareholders will be asked to elect six (6) directors to act as members of the Board of Directors of the Company (the “Board”) until the next annual general meeting of shareholders unless an office is earlier vacated. The following chart provides summary information about each director nominee. Additional information regarding the nominees may be found beginning at page 10 of this Information Circular.

 

Name

Principal Occupation

Year First Appointed

Independent

Committee Memberships

Audit

Corporate Governance & Nominating

Compensation

Sustainability

Keith Neumeyer

Chief Executive Officer of the Company

1998

No

Marjorie Co

Business Development Professional/ Lawyer

2017

Yes

●

Chair

Thomas F. Fudge, Jr.

Semi-retired Consultant

2021

Yes

●

Chair

Raymond L. Polman

Retired/Finance Consultant

2022

Yes

Chair

Colette Rustad

Consultant

2021

Yes

Chair

●

Ayesha Hira

Mining Consultant

2025

Yes

●

●

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 2

 

 

PART ONE VOTING INFORMATION

 

 

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 3

Part One

 

Solicitation of Proxies

This Information Circular is furnished in connection with the solicitation of proxies by the management of First Majestic Silver Corp. (“First Majestic” or the “Company”). The accompanying form of proxy (the “Proxy”) is for use at the Annual General Meeting of shareholders of the Company (the “Meeting”) to be held on Wednesday, June 10, 2026, for the purposes set forth in the accompanying Notice of Meeting and at any adjournment thereof. While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and employees of the Company (for no additional compensation). The Company may retain other persons or companies to solicit proxies on behalf of management, in which event customary fees for such services will be paid. All costs of solicitation will be borne by the Company.

First Majestic has retained Laurel Hill as its proxy solicitation agent in connection with the Meeting, and in connection with these services, the Company will pay Laurel Hill fees of up to $50,000 plus certain out of pocket expenses. Shareholders who require assistance in voting their common shares of First Majestic (“Shares”) may contact Laurel Hill by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America), or by email at assistance@laurelhill.com.

Unless otherwise indicated, all references in this Information Circular to “$” refer to United States dollars, unless Canadian dollars (C$) are indicated. Unless otherwise indicated, any Canadian dollar amounts which have been converted to United States dollars have been converted at an exchange rate of C$1.00 = $0.7296, being the daily average exchange rate quoted by the Bank of Canada as at December 31, 2025.

This Information Circular is dated April 24, 2026. Unless otherwise stated, information in this Information Circular is as of April 15, 2026, being the Record Date for the Meeting.

Notice and Access Process

The Company has adopted the notice and access model (“Notice and Access”) provided for under National Instrument 54-101 Communication with Beneficial Owners of Securities of a Reporting Issuer (“NI 54-101”) for the delivery of the Notice of Meeting, this Information Circular, financial statements and management’s discussion and analysis for the year ended December 31, 2025 (collectively, the “Meeting Materials”) to shareholders for the Meeting. The Company has adopted this alternative means of delivery in order to further its commitment to environmental sustainability and to reduce its printing and mailing costs.

Under Notice and Access, instead of receiving printed copies of the Meeting Materials, shareholders receive a Notice and Access notification containing the Meeting date, location and purpose, as well as information on how they can access the Meeting Materials electronically. Shareholders with existing instructions on their account to receive printed materials will receive a printed copy of the Meeting Materials.

Shareholders who receive a Notice and Access notification can request that printed copies of the Meeting Materials be sent to them by postal delivery at no cost to them up to one year from the date of the filing of this Information Circular on SEDAR+. Shareholders with questions about the Notice and Access system, or who would like to request printed copies of the Meeting Materials, should contact the Company’s General Counsel & Corporate Secretary, toll-free, at 1-866-529-2807. A request for printed copies which are required in advance of the Meeting should be made no later than May 27, 2026, in order to allow sufficient time for mailing.

Voting Instructions

Registered Shareholders

Registered shareholders are persons who hold Shares of the Company that are registered directly in their names. Registered shareholders may vote by participating in the Meeting, by appointing proxyholders, by telephone or by voting online.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 4

Part One

 

Registered shareholders that wish to participate in the Meeting do not need to complete and deposit the form of proxy (the “Proxy”) and should register with the scrutineer at the Meeting.

Registered shareholders that wish to appoint a proxyholder to vote at the Meeting may complete the Proxy. The Proxy names a director and/or officer of the Company as a proxyholder/alternate proxyholder (the “Management Designees”). Shareholders have the right to appoint a person or entity who need not be a shareholder to attend and act for them on their behalf at the meeting other than the persons named in the enclosed instrument of Proxy. Registered shareholders that wish to appoint another person (who need not be a shareholder) to serve as proxyholder/alternate proxyholder at the Meeting may do so by striking out the names of the Management Designees and inserting the name(s) of the desired proxyholder/alternate proxyholder in the blank space provided in the Proxy.

Registered shareholders may direct the manner in which their Shares are to be voted or withheld from voting at the Meeting by marking their instructions on the Proxy. Any Shares represented by the Proxy will be voted or withheld from voting by the Management Designees/proxyholder/alternate proxyholder in accordance with the instructions of the registered shareholder contained in the Proxy. If there are no instructions, those Shares will be voted “for” each matter set out in the Notice of Meeting. The Proxy grants the proxyholder discretion to vote as such person sees fit on any amendments or variations to matters identified in the Notice of Meeting, or any other matters which may properly come before the Meeting.

At the time of printing of this Information Circular, management knows of no other matters which may come before the Meeting other than those referred to in the Notice of Meeting. No person who is a director of the Company has informed Management that he intends to oppose any action to be taken by Management at the Meeting.

Alternatively, registered shareholders may vote by telephone (1-866-732-8683) or online (www.investorvote.com) using the control number listed on their Proxy.

To be valid, a completed Proxy must be deposited with or telephonic/online votes must be received by Computershare Investor Services Inc. (“Computershare”) by 10:00 a.m. (Pacific Time) on June 8, 2026, or at least 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting. The time limit for deposit of proxies may be waived or extended by the Chair of the Meeting at his or her discretion, without notice.

A Proxy may be revoked by:

(a) completing a Proxy with a later date and depositing it by the time and at the place noted above;

(b) signing and dating a written notice of revocation and delivering it to Computershare at the address indicated on the accompanying Notice, or by transmitting a revocation by telephonic or electronic means, to Computershare, at any time up to and including the last business day preceding the day of the Meeting, or any postponement or adjournment, at which the Proxy is to be used, or delivering a written notice of revocation and delivering it to the Chair of the Meeting on the day of the Meeting or any postponement or adjournment of the Meeting, or by delivering the written notice of revocation by any other manner permitted by law; or

(c) attending the Meeting or any postponement or adjournment and registering with the scrutineer as a shareholder present in person.

Shareholders who would like assistance with voting their Shares or obtaining their control number may contact Laurel Hill by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 5

Part One

 

Non-Registered Shareholders

Non-registered shareholders are persons who hold Shares that are registered in the name of an intermediary (such as a broker, bank, trust company, securities dealer, trustees or administrators of RRSPs, RRIFs, RESPs or similar plans) or clearing agency (such as CDS Clearing and Depository Services Inc. or The Depository Trust Company). Non-registered shareholders may participate in the Meeting (either themselves or through a proxyholder) or through intermediaries using the voting instruction form (or other accompanying form). Alternatively, some non-registered shareholders may be able to vote by telephone or online and should refer to the voting instruction form (or other accompanying form) for further details and instructions.

If a non-registered shareholder wishes to participate (either in person or through a nominee) and vote at the Meeting, it is critical to follow the required procedures for appointing proxyholders given that the Company does not have unrestricted access to the names of the Company’s non-registered shareholders and accordingly would not otherwise have any record of a non-registered shareholder’s entitlement to vote at the Meeting.

Non-registered shareholders may appoint themselves or nominees as proxyholders using one of the following procedures:

(a) carefully following the instructions for appointing a proxyholder contained in the voting instruction form (or other accompanying form) and ensuring that such request is communicated to the appropriate person well in advance of the Meeting and in accordance with such instructions; or

(b) unless prohibited by applicable corporate law, submitting any other document in writing to the Company requesting the non-registered shareholder or its nominee be given authority to attend, vote and otherwise act for and on behalf of the registered shareholder in respect of all matters that may come before the Meeting or any postponement or adjournment by 10:00 a.m. (Pacific Time) on June 5, 2026 or at least 72 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting.

Non-registered shareholders who have appointed themselves as proxyholders and who wish to attend the Meeting and vote in person should not complete the voting section of their voting instruction form. Such non-registered shareholders should register with Computershare upon arrival at the Meeting, and may be asked to present valid picture identification and proof of share ownership to gain admission to the Meeting.

Non-registered shareholders who have submitted their voting instructions to their Intermediary, but nonetheless wish to attend the Meeting are welcome to do so. Such non-registered shareholders should register with Computershare upon arrival at the Meeting, and may be asked to present valid picture identification and proof of share ownership to gain admission to the Meeting. Such shareholders should not complete and sign any ballot that may be called for at the Meeting as their voting instructions will already have been followed.

Non-registered shareholders that wish to vote through their intermediaries using the voting instruction form (or other form) accompanying the Notice and Access notification should carefully follow the instructions contained in the voting instruction form (or other form) accompanying the Notice and Access notification and should ensure that such instructions are communicated to the appropriate person well in advance of the Meeting.

Non-registered shareholders should refer to the voting instruction form (or other form) accompanying the Notice and Access notification to determine if telephonic or online voting is available. If you are a non-registered shareholder, your Intermediary must receive your voting instructions in sufficient time for your Intermediary to act on them. The Company strongly encourages all non-registered shareholders to submit their voting instructions to their Intermediary online at www.proxyvote.com well in advance of the cut-off time of 10:00 a.m. (Pacific Time) on June 5, 2026 (or well in advance of 72 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting).

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 6

Part One

 

Non-registered shareholders that wish to change their voting instructions or to appoint a proxyholder after delivering voting instructions in accordance with the instructions on a voting instruction form (or other form) accompanying the Notice and Access notification should contact the Company’s General Counsel & Corporate Secretary toll-free, at 1-866-529-2807, to discuss whether this is possible and what procedures must be followed.

Non-registered shareholders who do not object to their name being made known to the Company (“NOBOs”) may be contacted by Laurel Hill to assist in conveniently voting their shares of First Majestic directly by telephone. First Majestic may also utilize the Broadridge QuickVote^TM service to assist such shareholders with voting their Shares.

Shareholders who would like assistance with voting their Shares or obtaining their control number may contact Laurel Hill by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com

Distribution to Non-Registered Shareholders

Non-registered shareholders fall into two categories: those who object to their identity being known to the Company (“OBOs”) and NOBOs.

In accordance with applicable securities law requirements, the Company has distributed copies of the Notice and Access notification, the Meeting Materials and the form of proxy to the Intermediaries and clearing agencies for distribution to non-registered shareholders. Intermediaries are required to forward the Notice and Access notification to non-registered shareholders unless a non-registered shareholder has requested paper copies (in which case the Intermediary will forward the Meeting Materials to the non-registered shareholder). Intermediaries often use service companies to forward the Notice and Access notification and Meeting Materials to non-registered shareholders.

The Company will assume the costs of delivery of proxy-related materials for the Meeting to OBOs.

Electronic Delivery of Meeting Materials

Non-registered shareholders are asked to consider signing up for electronic delivery (“E-delivery”) of the Meeting materials. E-delivery has become a convenient way to make distribution of materials more efficient and is an environmentally responsible alternative by eliminating the use of printed paper and the carbon footprint of the associated mail delivery process. Signing up is quick and easy: go to www.proxyvote.com and sign in with your control number, submit your vote in respect of the resolutions for the Meeting and, following your vote confirmation, you will be able to select the E-delivery box and provide your email address. Once you have registered for E-delivery, going forward you will receive your Meeting materials by email and will be able to vote on your device by simply following a link in the email sent by your financial intermediary, provided your intermediary supports this service.

Voting Securities and Principal Holders Thereof

The authorized share structure of the Company consists of an unlimited number of Shares without par value. As of April 15, 2026 (the “Record Date”), there were 493,741,468 Shares without par value issued and outstanding.

Each shareholder is entitled to one vote for each common share held as of the Record Date. The failure of any shareholder to receive the Notice of Meeting does not deprive such shareholder of his or her entitlement to vote at the Meeting.

To the knowledge of the directors and senior officers of the Company, as of the Record Date, there are no persons or companies who beneficially own or exercise control or direction, directly or indirectly, over Shares carrying more than 10% of the voting rights attached to all outstanding Shares.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 7

 

 

PART TWO

BUSINESS OF THE MEETING

 

 

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 8

Part Two

 

The Meeting will address the following matters:

 

a.	Receive the Company’s audited consolidated financial statements for the year ended December 31, 2025, together with the auditor’s report thereon.

 

b.	Set the number of directors at six (6).

 

c.	Elect the directors who will serve until the next annual general meeting of shareholders.

 

d.	Appoint the auditor of the Company that will serve until the next annual general meeting of shareholders and authorizing the Board to set the auditor’s remuneration.

 

e.	Vote on an advisory resolution with respect to the Company’s approach to executive compensation.

 

f.	Approve the unallocated entitlements under the Company’s long-term incentive plan (the “LTIP”) and ratify grants of Awards (as defined in the LTIP) that have been made since May 26, 2025.

 

g.	Transact any such other business as may properly be brought before the Meeting.

Receiving the Audited Consolidated Financial Statements

The audited consolidated financial statements of the Company for the year ended December 31, 2025, together with the auditor’s report on those statements (the “Financial Statements”), will be presented to the shareholders at the Meeting. The Financial Statements are available on the Company’s website at www.firstmajestic.com/investors/reports-filings/ or under the Company’s SEDAR+ profile at www.sedarplus.ca. A paper copy of the Financial Statements and accompanying management’s discussion & analysis may be requested, at no charge to the shareholder, by e-mailing such request to info@firstmajestic.com or calling the General Counsel & Corporate Secretary of the Company toll-free at 1-866-529-2807.

Setting the Number of Directors

The Company’s Board currently consists of six directors, and at the Meeting, shareholders will be asked to set the number of directors of the Company for the ensuing year at six (6). In the absence of instructions to the contrary, all Proxies will be voted “FOR” setting the number of directors of the Company at six (6) for the ensuing year.

Election of Directors

The term of office of each of the present directors expires at the close of the Meeting. Management proposes to nominate the persons listed below in “Nominees for Election of Directors” for election as directors at the Meeting and the Management Designees named in the Proxy intend to vote for the election of these nominees. In the absence of instructions to the contrary, all Proxies will be voted “FOR” the nominees herein listed. Each director elected at the Meeting will hold office until the Company’s next annual general meeting, unless his or her office is earlier vacated. Management does not contemplate that any of the nominees will be unable to serve as a director. In the event that prior to the Meeting any of the listed nominees withdraws or for any other reason will not stand for election at the Meeting, it is intended that discretionary authority shall be exercised by the Management designees or other proxyholder/alternate proxyholder, as the case may be, named in the Proxy as nominee to vote the shares represented by the Proxy for the election of any other person or persons nominated by the Company to stand for election as directors, unless the shareholder has specified in his, her or its Proxy that the shareholder’s shares are to be withheld from voting on the election of directors.

Majority Voting Policy

On May 20, 2016, the Board adopted a policy (the “Majority Voting Policy”) which requires that any nominee for director for which there are a greater number of votes “withheld” than votes “for” his or her election will be

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 9

Part Two

 

required to tender his or her resignation as a director of the Company. The Majority Voting Policy was amended on February 19, 2021, and applies only to uncontested elections, which are elections in which the number of nominees for election as director is equal to the number of positions available on the Board. If a nominee for director is required under the Majority Voting Policy to tender his or her resignation, the Board will refer the resignation to the Corporate Governance & Nominating Committee (except in certain circumstances, in which case the Board will review the resignation without reference to the Corporate Governance & Nominating Committee) which will consider the director’s resignation and will recommend to the Board whether or not to accept it. The Corporate Governance and Nominating Committee will generally be expected to recommend accepting the resignation, except in situations where extraordinary circumstances would warrant the applicable director to continue to serve on the Board. The Board will act on the Corporate Governance & Nominating Committee’s recommendation within 90 days following the certification by the scrutineer of the voting results of the applicable annual meeting and will promptly disclose by press release its decision whether to accept the director’s resignation, including the reasons for rejecting the resignation, if applicable. A director who tenders his or her resignation pursuant to the Majority Voting Policy will not participate in any meeting of the Board or the Corporate Governance & Nominating Committee at which the resignation is considered.

Advance Notice Policy

Pursuant to the advance notice policy (the “Advance Notice Policy”) adopted by the Board on April 11, 2013, as subsequently amended, any additional director nominations for the Meeting must be received by the Company in compliance with the Advance Notice Policy no later than the close of business on May 5, 2026. No such nominations have been received by the Company as of the date of this Information Circular.

Director Tenure Policy

On December 3, 2015, the Board adopted a policy to ensure appropriate and ongoing renewal of the Board in order to sustain Board performance and maintain Board expertise (the “Director Tenure Policy”). The Director Tenure Policy. Pursuant to the Director Tenure Policy, subject to receiving strong annual performance assessments and being annually re-elected by shareholders, non-management members of the Board may serve on the Board for the following terms:

 

•

For a maximum of 15 years if such member joined the Board prior to January 1, 2015; or

 

•

For a maximum of 10 years if such member joined the Board on or after January 1, 2015.

The Board may extend the term of a non-management director who joined the Board on or after January 1, 2015, for a subsequent five-year period.

Nominees for Election as Directors

The tables below set out the names of each of the nominees for election as directors, the municipality and province or state and country in which each is ordinarily resident, all offices of the Company now held by each of them, each nominee’s principal occupation, business or employment, the period of time for which each nominee has served as a director of the Company and the number of securities of the Company beneficially owned by each nominee, directly or indirectly, or over which each nominee exercised control or direction as at the Record Date (April 15, 2026). All of the proposed nominees were duly elected as directors at the last Annual General Meeting of the Company’s shareholders that was held on May 20, 2025. The Board recommends that shareholders vote FOR the director nominees.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 10

Part Two

 

		KEITH N. NEUMEYER (1) Zug, Switzerland   Age: 66   Director since December 1998   Not Independent   Principal Occupation: Chief Executive Officer of the Company since November 2001   Chair of First Mining Gold Corp. since March 2015		Mr. Neumeyer has worked in the investment community for over 40 years. Mr. Neumeyer began his career at a number of Canadian national brokerage firms and moved on to work with several publicly traded companies in the resource and high technology sectors. His roles have included senior management positions and directorships in the areas of finance, business development, strategic planning and corporate restructuring. Mr. Neumeyer founded First Majestic in 2001, serving as the Company’s President and CEO from November 2001 to December 2025, and in connection with the Company’s succession planning, Mr. Neumeyer’s title with First Majestic changed to CEO effective January 1, 2026. He also created and took public First Mining Gold Corp (FF.TSX) in March 2016 and has served as Chair of the Board of First Mining since its inception. In addition, Mr. Neumeyer was the original and founding President of First Quantum Minerals Ltd. (FM.TSX), and he has also assisted in the listing of a number of companies on the Toronto Stock Exchange (“TSX”) and as such has extensive experience dealing with the financial, regulatory, legal and accounting issues that are relevant in the investment community.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers and Acquisitions Corporate Finance Operations Industry Expertise Risk Management Human Resources Government and Community Relations				BMO Capital Markets Global Metals & Mining Conference Gold Forum Europe 2025 The Rule Symposium on Natural Resource Investing Gold Forum Americas 2025 121 Mining & Energy Investing Swiss Mining Institute Conference National Bank CEO Mining Conference Soar Financial Deutsche Goldmesse Invest Stuttgart Nordic Funds & Mines Summit 2025 LME Week 2025 Board Corporate Governance Education Session (CLE BC) Board Education Session (UBC Sauder School of Business) Prospectors & Developers Association of Canada (PDAC) Conference In-house training course: Code of Ethical Conduct (NAVEX) In-house training course: Conflicts of Interest (NAVEX)
Voting Results of 2025 Annual General Meeting
For		Withheld
99.23%		0.77%
Board and Committee Membership		Attendance
Board		11 / 11  100%
Other Reporting Issuer Directorships
First Mining Gold Corp. (Chair of Board)

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved? (2)		Shares		Options		RSUs		PSUs
Yes		4,732,882		699,715		384,510		300,140

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Mr. Neumeyer.

(2)	See the section entitled “Executive Share Ownership Requirement” on page 67 of this Information Circular for details regarding the requirements that apply to officers under the Company’s Share Ownership Guidelines.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 11

Part Two

 

		THOMAS F. FUDGE, JR., P.E., P.Eng. (ret) (1) Grand Junction, Colorado, U.S.A.   Age: 71   Director since February 2021   Independent   Principal Occupation: Semi-retired Executive		Mr. Fudge brings over 40 years of professional mining experience, having previously worked with companies including Tahoe Resources Inc., Alexco Resources Corp., Hecla Mining Company, and Sunshine Precious Metals. He holds a Bachelor of Science degree in Mining Engineering from Michigan Technological University and has overseen numerous major mining construction projects in the United States, Mexico, Venezuela, Yukon Territory, Guatemala, and Peru.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers and Acquisitions Corporate Finance Operations Industry Expertise Accounting Risk Management Human Resources Government and Community Relations Environment & Sustainability				In-house continuing education session: AI and Cybersecurity (INQ Law) Q4 Economic Outlook with Stephen Poloz (Osler, Hoskin & Harcourt LLP) Site visits to the Los Gatos mine, the Santa Elena mine and the First Mint facility In-house training course: Code of Ethical Conduct (NAVEX) In-house training course: Conflicts of Interest (NAVEX) In-house training course: Anti-Bribery and Corruption (NAVEX)
Voting Results of 2025 Annual General Meeting
For		Withheld
50.44%		49.56%
Board and Committee Membership		Attendance
Board		11 / 11  100%
Audit		2 / 2   100%
Compensation		8 / 8   100%
Corporate Governance & Nominating		3 / 3   100%
Other Reporting Issuer Directorships
None

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved? (2)		Shares		Options		RSUs		DSUs
Yes		5,165		NIL		8,264		81,078 (3)

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Mr. Fudge, Jr.

(2)	See the section entitled “Director Share Ownership Requirement” on page 47 of this Information Circular for details regarding the requirements that apply to directors under the Company’s Share Ownership Guidelines.

(3)	Comprises 10,932 DSUs that can be settled in Shares, and 70,146 DSUs that can only be settled in cash.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 12

Part Two

 

		MARJORIE CO, B.Sc., LL.B., MBA (1) British Columbia, Canada   Age: 57   Director since March 2017   Independent   Principal Occupation: Business Development Professional/Lawyer		Ms. Co brings over 25 years of legal, business and corporate development experience. She currently provides business development and legal advice for technology-focused organizations and start-up companies. Her previous roles have included being the Director of Strategic Relations at Westport Innovations Inc. and Chief Development Officer at The PROOF Centre of Excellence. Ms. Co was called to the British Columbia Bar in 1996 and is a Member of the Law Society of British Columbia. Ms. Co obtained her Master of Business Administration and Bachelor of Laws degrees from the University of British Columbia, and her Bachelor of Science degree from Simon Fraser University.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers & Acquisitions Corporate Finance Industry Expertise Accounting Risk Management Human Resources Government and Community Relations Environment & Sustainability				Empowering Corporate Boards: The Evolving Role of Directors and CEOs in Driving Informed, Risk-Ready Decisions (S&P Global Market Intelligence) Q4 Economic Outlook with Stephen Poloz (Osler, Hoskin & Harcourt LLP) Proxy Season Webcast (PwC) Director’s Series Roundtables—Governance of Technology Transformation and the Role of the Audit Committee (Deloitte) Human Rights Webinar: Is DEI still legal in Canada? (Fasken) Oversight of Cybersecurity in an Era of Digital Acceleration (ICD) In-house continuing education session: AI and Cybersecurity (INQ Law) Impact of Tariffs on Common Commercial Contractual Provisions (Fasken) Director Connect—is ESG Cancelled? (Deloitte) Corporate Governance 2025 (CLE BC) Advanced Securities 2025 Series (CLE BC) Director Connect—AI & The Boardroom (PwC) PwC’s Mining Minds (PwC) Site visits to the Los Gatos mine, the Santa Elena mine and the First Mint facility In-house training course: Code of Ethical Conduct (NAVEX) In-house training course: Anti-Bribery and Corruption (NAVEX)
Voting Results of 2025 Annual General Meeting
For		Withheld
99.26%		0.74%
Board and Committee Membership		Attendance
Board		11 / 11  100%
Corporate Governance & Nominating		3 / 3   100%
Audit		5 / 5   100%
Sustainability		2 / 2   100%
Other Reporting Issuer Directorships
None

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved? (2)		Shares		Options		RSUs		DSUs
Yes		13,821		NIL		8,234		42,951 (3)

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Ms. Co.

(2)	See the section entitled “Director Share Ownership Requirement” on page 47 of this Information Circular for details regarding the requirements that apply to directors under the Company’s Share Ownership Guidelines.

(3)	Comprises 11,017 DSUs that can be settled in Shares, and 31,934 DSUs that can only be settled in cash.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 13

Part Two

 

		RAYMOND L. POLMAN, B.Sc. ICD.D. (1) British Columbia, Canada   Age: 66   Director since May 2022   Independent   Principal Occupation: Retired Chief Financial Officer		Mr. Polman has over 35 years of public accounting and corporate finance experience in the Canadian and US financial markets and was the Chief Financial Officer of the Company from February 2007 to December 2021. Prior to First Majestic, Mr. Polman had been a Chief Financial Officer for six years with a number of publicly traded high technology companies, prior to which he served several years as the Director of Finance for Rescan Environmental Services Ltd., a large privately owned company serving the global mining community. Mr. Polman has a Bachelor of Science (Economics) Degree from the University of Victoria and he is a member of the Institute of Chartered Professional Accountants of British Columbia. Mr. Polman also brings eight years of prior public accounting experience with Deloitte, LLP, and he has completed the ICD-Rotman Directors Education Program.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers and Acquisitions Corporate Finance Industry Expertise Accounting Risk Management Information Technology Environment & Sustainability				Navigating Global Tariffs: Expert Insights for Canadian Boards (ICD) In-house training course: Code of Ethical Conduct (NAVEX) Perspectives on Sustainability Disclosure—The future of integrated reporting and integrated thinking (IFRS Foundation) The Complexities of CEO Performance and Succession Planning (IFRS Foundation) Perspectives on Sustainability Disclosure—Ramping up systems and processes for sustainability data (IFRS Foundation) In-house continuing education session: AI and Cybersecurity (INQ Law) Be it Resolved #4—Canada Needs to set its own Path Regarding Sustainability Standards (ICD) Be it Resolved #5—A Strict Focus on Compliance Limits Board Effectiveness (ICD) Be it Resolved #9—Trust is a zero sum game (ICD) Be it Resolved #11—Boards Need to Rethink Cyber Risk in the Age (ICD) Aligning Climate and Critical Business Strategy (ICD) Executive Compensation: Insights and Best Practices from Canada and the UK (ICD) Reflections from 2024 Reporting, APAC Practitioner’s Perspective (IFRS Foundation) Perspectives on Sustainability Disclosure—Climate-related targets and transition plans disclosure (IFRS Foundation) AI and the Board Room—Navigating Risk and Opportunity (PwC) Annual Financial & Regulatory Reporting Update (PwC) In-house training course: Anti-Bribery and Corruption (NAVEX) Site visits to the Los Gatos mine, the Santa Elena mine and the First Mint facility
Voting Results of 2025 Annual General Meeting
For		Withheld
99.51%		0.49%
Board and Committee Membership		Attendance
Board		13 / 13  100%
Sustainability		2 / 2   100%
Other Reporting Issuer Directorships
First Mining Gold Corp.

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved? (2)		Shares		Options		RSUs		DSUs (3)
Yes		100,667		NIL		8,234		36,678

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Mr. Polman.

(2)	See the section entitled “Director Share Ownership Requirement” on page 47 of this Information Circular for details regarding the requirements that apply to directors under the Company’s Share Ownership Guidelines.

(3)	These DSUs may only be settled in cash.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 14

Part Two

 

		COLETTE RUSTAD, CPA, CA, ICD.D. (1) British Columbia, Canada   Age: 60   Director since July 2021   Independent   Audit Committee financial expert Principal Occupation: Consultant		Ms. Rustad is an international financial expert with over 30 years of diverse financial and operational experience, including mergers and acquisitions, project construction, risk management and advisory expertise in the mining, financial services, energy and technology sectors. She currently serves as a director of the Sanford Housing Society, previously served as a director for Terrane Metals Corp. and held executive positions at Barrick Africa (Vice-President & Chief Financial Officer); Goldcorp Inc, (Senior Vice-President, Treasurer and Controller); Ernst & Young Toronto (Senior Manager), and Alio Gold (Executive Vice-President & Chief Financial Officer). Ms. Rustad is a Chartered Professional Accountant (CPA)(CA) with a Bachelor of Commerce from the University of Calgary, and she has completed the Advanced Management Program from the Wharton Graduate School of Business, University of Pennsylvania and the ICD-Rotman Directors Education Program.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers & Acquisitions Corporate Finance Operations Industry Expertise Accounting Risk Management Human Resources Information Technology Government & Community Relations Environment & Sustainability				Mining Audit Committee Roundtable (KPMG) Implications of New US Tariffs on B.C. Businesses (KPMG) KPMG’s Financial Reporting Update 2025 (KPMG) 2025 KPMG Mining Showcase (KPMG) Vancouver Audit Committee Roundtable (KPMG) AI Agents in Action: Practical insights to enhance work performance (KPMG) In-house continuing education session: AI and Cybersecurity (INQ Law) Institute of Corporate Directors (ICD) webcast: Navigating Global Tariffs: Insights for Canadian Board (PwC) Director Connect—is ESG Cancelled? (Deloitte) The 29th Global CEO Survey—Canadian insights (PwC) Audit Committee Chair for the future (Deloitte) Deloitte—GenAI: What Boards Need to Know (Deloitte) Dr. Ira Kalish, Chief Global Economist at Deloitte—Insights on the economic outlook for North America (Deloitte) Director Series—Audit Committees and the governance and complexities of finance transformation (Deloitte) Confronting Trade and Tariff Uncertainty: Implications for Canadian boards (Deloitte) Audit Committee Update—developments and challenges faced by audit committees (Deloitte) Shaping Canada’s response to emerging US trade policy (Deloitte) Quarterly accounting roundup: Q2 2025 update on important developments (Deloitte) Hard Lessons in Corporate Governance (Deloitte) Audit Committee Update (Deloitte) Resilience for Growth (Deloitte) Navigating Global Tariffs: Expert Insights for Canadian Boards (ICD) Scenario Planning & Stress Testing in Today’s World (ICD) Glass Lewis and ISS—Annual Policy Updates Site visits to the Los Gatos mine, the Santa Elena mine and the First Mint facility In-house training course: Code of Ethical Conduct (NAVEX)
Voting Results of 2025 Annual General Meeting
For		Withheld
54.82%		45.18%
Board and Committee Membership		Attendance
Board		11 / 11  100%
Audit		5 / 5   100%
Compensation		8 / 8   100%
Other Reporting Issuer Directorships
None

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved? (2)		Shares		Options		RSUs		DSUs
Yes		9,875		NIL		13,739		40,146 (3)

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Ms. Rustad.

(2)	See the section entitled “Director Share Ownership Requirement” on page 47 of this Information Circular for details regarding the requirements that apply to directors under the Company’s Share Ownership Guidelines.

(3)	Comprises 8,212 DSUs that can be settled in Shares, and 31,934 DSUs that can only be settled in cash.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 15

Part Two

 

		AYESHA HIRA, CFA, ICD.D (1) London, United Kingdom   Age: 53   Director since May 2025   Independent   Principal Occupation: Consultant		Ms. Hira is a seasoned mining professional with over 30 years of experience in the sector. She began her career as a geologist, working across a variety of commodities and project types before transitioning into capital markets. Ms. Hira has worked in the global mining teams at CIBC World Markets and RBC Capital Markets in the analysis and financing of globally listed mining and steel companies. She has held executive roles at Lucara Diamond Corp., a Lundin Group company, where she served as VP, Corporate Development and Strategy, focusing on strategic growth and mergers, and Interim CEO and President at Belo Sun Mining Corp. She has held various governance and board positions, previously serving as a board member of Belo Sun Mining Corp., Lucara Botswana Pty., and Clara Diamond Solutions, as well as being elected to the board of the Responsible Jewellery Council representing the Mining Forum, and being appointed as a committee member with the Natural Diamond Council. Ms. Hira is a Chartered Financial Analyst charter-holder (CFA) with a Bachelor of Science (Honours) in Geology from Queen’s University, Canada, and she holds an ICD.D designation from the Institute of Corporate Directors.

 

Primary Skills and Expertise				2025 Continuing Education
Strategic Leadership International Business Mergers and Acquisitions Corporate Finance Operations Industry Expertise Accounting Risk Management Human Resources Government and Community Relations Environment & Sustainability				Prospectors & Developers Association of Canada (PDAC) Conference National Security and Geopolitics in Mining (Gowling WLG) AI Governance Unveiled for Modern Boards (Women Get On Board) Tariffs, Inflation and Monetary Policy: Analysing the Impact (CFA Society, UK) The Role of Women in Transforming Mining: Innovation and Sustainability (Gowling WLG) Executive Compensation: Insights and Best Practices from Canada and the UK (ICD) Navigating Global Tariffs: Expert Insights for Canadian Boards (ICD) ESG: Risk and Reward for the Mining and Metals Sector (Fieldfisher) Executive Compensation: Aligning Pay with Strategy (Women Get On Board) Oversight of Cybersecurity in an Era of Digital Acceleration (ICD) Navigating Headwinds to Higher Ground: Board Leadership in Turbulent Times (ICD/PwC) Q4 Economic Outlook with Stephen Poloz (Osler, Hoskin & Harcourt LLP) In-house continuing education session: AI and Cybersecurity (INQ Law) Site visits to the Los Gatos mine, the Santa Elena mine and the First Mint facility In-house training course: Anti-Bribery and Corruption (NAVEX) In-house training course: Code of Ethical Conduct (NAVEX) In-house training course: Conflicts of Interest (NAVEX)
Voting Results of 2025 Annual General Meeting
For		Withheld
99.46%		0.54%
Board and Committee Membership		Attendance (2)
Board		7 / 7  100%
Audit		3 / 3  100%
Other Reporting Issuer Directorships
None

 

Security holdings (as at April 15, 2026)
Share Ownership Requirement Achieved (3)		Shares		Options		RSUs		DSUs (4)
Yes		NIL		NIL		6,018		10,232

 

(1)	Information regarding the biography, skills and expertise, continuing education and security holdings in this table has been furnished by Ms. Hira.

(2)	The numbers in this section reflect Ms. Hira’s attendance from May 20, 2025, being the date Ms. Hira was elected as a director of the Company, to December 31, 2025.

(3)	See the section entitled “Director Share Ownership Requirement” on page 47 of this Information Circular for details regarding the requirements that apply to directors under the Company’s Share Ownership Guidelines.

(4)	These DSUs may only be settled in cash.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 16

Part Two

 

The information as to the municipality and province, state or country of residence, principal occupation, or business or employment and the number of shares beneficially owned by each nominee or over which each nominee exercises control or direction set out above has been furnished by the individual nominees as at the Record Date.

No director or proposed director of the Company is, or within the ten years prior to the date of this Information Circular has been a director, chief executive officer or chief financial officer of any company, including the Company, that while that person was acting in that capacity:

 

(a)	was the subject of a cease trade order, a similar order or an order that denied the company access to any exemption under securities legislation for a period of more than 30 consecutive days;

 

(b)

was subject to an order issued after the proposed director ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while the proposed director was acting in the capacity as director, chief executive officer or chief financial officer; or

 

(c)

within a year of that person ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets.

No director or proposed director of the Company has, within the ten years prior to the date of this Information Circular, become bankrupt or made a proposal under any legislation relating to bankruptcy or insolvency, or been subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of that individual.

Director Qualifications

As discussed below under “Statement of Corporate Governance Practices – Assessments”, the Board has adopted an annual formal director assessment process. As a part of this process the Board assesses the skills and expertise necessary to provide effective oversight of the business of the Company. The following is a summary of the skills and expertise possessed by each of the director nominees named in this Information Circular:

 

Keith Neumeyer

Marjorie Co

Thomas F. Fudge, Jr.

Raymond L. Polman

Colette Rustad

Ayesha   Hira

Strategic Leadership - Experience guiding strategic direction and growth of an organization, preferably including the management of multiple significant projects and experience with corporate governance.

✓

✓

✓

✓

✓

✓

International Business - Experience working in a major organization that carries on business in one or more international jurisdictions, preferably in countries or regions where the Company has or expects to be developing operations.

✓

✓

✓

✓

✓

✓

Mergers and Acquisitions - Experience with significant mergers and acquisitions and/or investment banking.

✓

✓

✓

✓

✓

✓

Corporate Finance - Experience in the field of finance, specifically in corporate lending/borrowing transactions and public market transactions.

✓

✓

✓

✓

✓

✓

Operations - Senior level experience with a major resource company with mineral reserves, exploration and operations expertise, and particular experience developing and implementing strong safety, environmental and operational standards.

✓

✓

✓

✓

Industry Expertise - Experience in the mining industry, market and international regulatory environment.

✓

✓

✓

✓

✓

✓

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 17

Part Two

 

Keith Neumeyer

Marjorie Co

Thomas F. Fudge, Jr.

Raymond L. Polman

Colette Rustad

Ayesha   Hira

Accounting - Experience as a professional accountant, a chief financial officer or a chief executive officer or member of the Audit Committee of a reporting issuer; strong understanding of the financial side of an organization, including familiarity with financial reports, internal financial controls and other financial requirements.

✓

✓

✓

✓

✓

Risk Management - Experience implementing best practices for risk management, including assessing and addressing potential risks of a major organization.

✓

✓

✓

✓

✓

✓

Human Resources - Experience as a board compensation committee member or senior officer responsible for the oversight of compensation and benefit programs, having particular experience with executive compensation programs.

✓

✓

✓

✓

✓

Information Technology - Experience developing and implementing leading information technology practices, including information security, at a major organization.

✓

✓

Government and Community Relations - Experience with and fulsome understanding of governmental and public policy and experience developing strong community relations and working relationships with communities and mining regulators in the jurisdictions where the Company operates.

✓

✓

✓

✓

Environment and Sustainability - Experience with and an understanding of environmental, health and safety issues and sustainable development practices in the mining industry.

✓

✓

✓

✓

✓

The lack of a specifically identified area of expertise does not mean that the person in question does not possess the applicable skill or expertise. Rather, a specifically identified area of expertise indicates that the Board currently relies upon that person for the skill or expertise.

Appointment of Auditor

The Company’s auditor conducts the annual audit of the Company’s financial statements, provides audit-related tax and other services, and reports to the Audit Committee of the Board. The Audit Committee is directly responsible for recommending the appointment, compensation, retention, evaluation, and, if necessary, termination of the independent registered public accounting firm retained to audit our financial statements. The Audit Committee and the Board have confirmed the appointment of Deloitte LLP as the independent registered public accounting firm for First Majestic for the calendar year ending December 31, 2026. Deloitte LLP has been the Company’s auditor since December 14, 2004.

The Audit Committee has reviewed and assessed the independence of Deloitte LLP and specifically considers the audit firm’s independence related to all non-audit services and engagements provided by Deloitte LLP. Deloitte LLP follows audit partner rotation guidelines, such that a new lead audit partner and lead quality review partner is assigned to the Company at least every five years. Partners that complete a five-year term are required to observe a cooling-off period of at least five years before providing any further audit or non-audit services to the Company. Our current lead audit partner has been the lead audit partner since the year ended December 31, 2022.

The members of the Audit Committee and the Board believe that the continued retention of Deloitte LLP as the Company’s independent registered public accounting firm is in the best interests of the Company and of benefit to its shareholders. The Board recommends that shareholders vote FOR the re-appointment of Deloitte LLP as auditor of the Company until the next Annual General Meeting and FOR the resolution authorizing the Board to set the remuneration to be paid to the auditor. In the absence of instructions to the contrary, all Proxies will be voted “FOR” re-appointment of Deloitte LLP as auditor of the Company and “FOR” the resolution authorizing the Board to set the remuneration to be paid to Deloitte LLP.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 18

Part Two

 

Auditor’s Fees

The following table sets out the fees billed to the Company by Deloitte LLP for professional services in each of the years ended December 31, 2024, and December 31, 2025, respectively.

 

Category		Year ended   December 31, 2025					Year ended   December 31, 2024
Audit Fees			$	2,505,000				$	1,752,000
Audit-Related Fees			$	273,150				$	215,000
Tax Fees			$	50,500					Nil
All Other Fees				Nil					Nil

Notes:

Audit fees include fees for services rendered by the Independent Registered Public Accounting Firm in relation to the audit and review of our financial statements and in connection with our statutory and regulatory filings. Tax fees include professional services rendered by the Independent Registered Public Accounting Firm for tax compliance, tax advice, and tax planning. Audit-related fees include an audit opinion on housing fund remittances in Mexico along with fees in connection with our prospectus supplement. The 2025 audit fee includes amounts billed for services relate to fiscal year ended December 31, 2025.

Advisory Vote on Executive Compensation

On March 6, 2015, the Board adopted a policy relating to shareholder engagement and an advisory vote on executive compensation, known as “Say-on-Pay” (the “Say-on-Pay Policy”). The purpose of the Say-on-Pay Policy is to provide appropriate accountability to the shareholders of the Company for the Board’s compensation decisions by giving shareholders a formal opportunity to provide their views on the disclosed objectives of the Company’s compensation plans for executives, as well as the plans themselves.

In accordance with the Say-on-Pay Policy, at the Meeting, shareholders will be asked to consider a non-binding advisory resolution on executive compensation as follows:

 

“BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the board of directors, that: the shareholders accept the approach to executive compensation disclosed in the Company’s Information Circular for this meeting.”

The Board recommends that shareholders vote FOR the advisory resolution on executive compensation.

As this is an advisory vote, the results are not binding on the Company. However, the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions, and in determining whether there is a need to significantly increase engagement with shareholders on this matter. In particular, in the event that a significant number of shareholders oppose the advisory resolution, the Board will consult with its shareholders, specifically those that are known to have opposed the resolution, to understand shareholder concerns and evaluate appropriate actions in the context of those concerns. Following the results of the advisory vote for the Company’s 2025 annual general meeting, the Company engaged Laurel Hill to assist with an investor outreach campaign to discuss any concerns from significant shareholders, and to provide an opportunity for significant shareholders to communicate their comments and feedback to the Company relating to the Company’s executive compensation practices. The results of this investor outreach campaign are set out in the section of this Information Circular entitled “Part Three – Statement of Corporate Governance Practices – Responsiveness to 2025 “Say-on-Pay” Support”.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 19

Part Two

 

Approval of Unallocated Entitlements and Ratification of Awards Granted under LTIP

Pursuant to the policies of the TSX, we are required to obtain approval of all unallocated entitlements under our LTIP every three years. Our LTIP was initially adopted and approved by our shareholders on May 26, 2022, and accordingly, we are seeking to obtain approval for all unallocated entitlements under our LTIP. In addition, because the Company did not seek this approval at its 2025 annual general meeting of shareholders, any Awards (as defined in the LTIP) that were granted under the LTIP since May 26, 2025 were granted without the requisite shareholder approval being in place.

The following tables set out the details of all Awards granted between May 26, 2025 and the date of this Information Circular that require shareholder ratification. Shareholders are therefore also being asked at the Meeting to ratify all such Awards along with any additional Awards that may be issued to Directors, Employees or Consultants (each as defined in the LTIP) who are hired or retained between the date of this Information Circular and the date of the Meeting, up to a maximum of 300,000 Options (as defined herein) and a maximum of 50,000 full-value awards, being RSUs and PSUs (each as defined herein) (all Awards listed in the tables below, together with all such additional Awards that may be issued prior to the date of the Meeting, collectively, the “Interim Awards”). Any such additional Awards will be granted in accordance with the terms of the LTIP, including that the exercise price per Share subject to any Option will in no event be lower than the Market Price on the Grant Date (each as defined in the LTIP). For greater certainty, the foregoing maximum numbers apply only to additional Awards that may be issued between the date of this Information Circular and the date of the Meeting and do not include the Awards set out in the tables below.

Options

 

Recipient

Grant Date

Expiry Date

Exercise Price (C$)

Number of Options

Keith Neumeyer

July 3, 2025

July 3, 2035

11.55

134,569

Steve Holmes

July 3, 2025

July 3, 2035

11.55

50,023

David Soares

July 3, 2025

July 3, 2035

11.55

40,444

Samir Patel

July 3, 2025

July 3, 2035

11.55

12,500

Employees

July 3, 2025

July 3, 2035

11.55

344,000

Employee

September 3, 2025

September 3, 2035

13.26

50,000

Consultant

September 17, 2025

September 17, 2035

14.41

25,000

Employee

November 19, 2025

November 19, 2035

16.35

15,000

Mani Alkhafaji

January 1, 2026

January 1, 2036

22.90

100,000

Keith Neumeyer

January 5, 2026

January 5, 2036

22.06

51,772

Steve Holmes

January 5, 2026

January 5, 2036

22.06

20,015

David Soares

January 5, 2026

January 5, 2036

22.06

17,148

Mani Alkhafaji

January 5, 2026

January 5, 2036

22.06

14,649

Samir Patel

January 5, 2026

January 5, 2036

22.06

12,500

Employees

January 5, 2026

January 5, 2036

22.06

417,750

Employee

February 9, 2026

February 9, 2036

30.06

5,000

Employee

February 18, 2026

February 18, 2036

29.27

25,000

Employee

March 11, 2026

March 11, 2036

36.27

15,000

Consultant

April 20, 2026

April 20, 2036

29.48

200,000

Total

1,550,370

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 20

Part Two

 

RSUs

 

Recipient		Grant Date		Number of RSUs
Employee		September 3, 2025			5,429
Employee		September 26, 2025			12,449
Mani Alkhafaji		January 1, 2026			25,000
Thomas F. Fudge, Jr.		January 5, 2026			2,266
Marjorie Co		January 5, 2026			2,266
Daniel Muñiz Quintanilla		January 5, 2026			2,266
Ayesha Hira		January 5, 2026			2,266
Raymond Polman		January 5, 2026			2,266
Colette Rustad		January 5, 2026			2,266
Keith Neumeyer		January 5, 2026			62,770
Steve Holmes		January 5, 2026			24,270
David Soares		January 5, 2026			20,800
Mani Alkhafaji		January 5, 2026			17,770
Samir Patel		January 5, 2026			7,940
Employees		January 5, 2026			209,510
Consultant		April 20, 2026			20,851
		Total			424,137

PSUs

 

Recipient		Grant Date		Number of PSUs
Mani Alkhafaji		January 1, 2026			10,000
Keith Neumeyer		January 5, 2026			47,080
Steve Holmes		January 5, 2026			18,200
David Soares		January 5, 2026			15,600
Mani Alkhafaji		January 5, 2026			13,330
Samir Patel		January 5, 2026			5,950
Employees		January 5, 2026			96,720
Consultant		April 20, 2026			13,901
		Total			220,781

At the Meeting, shareholders will be asked to pass an ordinary resolution in the following form to approve all unallocated entitlements under the LTIP and to ratify all Interim Awards:

“BE IT RESOLVED as an ordinary resolution that:

 

•

all unallocated entitlements under the LTIP are hereby approved;

 

•

all Interim Awards as described in the Company’s Management Information Circular dated April 24, 2026 are hereby ratified and approved, and such Interim Awards may hereby be exercised or settled in common shares of the Company in accordance with their terms;

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 21

Part Two

 

•

the Company be and is hereby authorized to grant Awards (as defined in the LTIP) under the LTIP until June 10, 2029, being the date that is three years from the date hereof; and

 

•

any director or officer of the Company be and is hereby authorized to such things and to sign, execute and deliver all documents that such director or officer may, in their discretion determine to be necessary in order to give full effect to the intent and purpose of this resolution.”

Shareholders may vote FOR or AGAINST the above resolution. An ordinary resolution is a resolution passed by the shareholders of the Company at a general meeting by a simple majority of the votes cast in person or by proxy. If the unallocated entitlements under the LTIP are not approved at the Meeting, Awards granted prior to May 26, 2025 will be unaffected, but the Company will not be permitted to issue any Shares of the Company on the settlement of any future Awards until shareholder approval is obtained. If the Interim Awards are not ratified at the Meeting, such Interim Awards will be cancelled forthwith.

The Board recommends that shareholders vote FOR the approval of unallocated entitlements under the Company’s LTIP and ratification of the Interim Awards.

In the absence of instructions to the contrary, all Proxies will be voted “FOR” the above resolution.

Other Business

As of the date of this Information Circular, the Company is not aware of any other items of business to be considered at the Meeting other than as set forth above. If other items of business are properly brought before the Meeting, the First Majestic proxyholders intend to vote on such items in accordance with management’s recommendation.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 22

 

 

PART THREE STATEMENT OF CORPORATE GOVERNANCE PRACTICES

 

 

 

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 23

Part Three

 

The Board is responsible for developing, reviewing and implementing a set of corporate governance guidelines specifically applicable to the Company, as described in this Part of the Information Circular. The corporate governance practices ensure the process and structure used to direct and manage the business and affairs of the Company with the objectives of enhancing shareholder value and ensuring the financial viability of the business.

The Board has adopted the board mandate (the “Board Mandate”) provided in Appendix “A” hereto clarifying the Board’s responsibilities and ensuring effective communication between the Board and management.

The following description of the governance practices of the Company is provided in accordance with the guidelines of National Instrument 58-101 Disclosure of Corporate Governance Practices, as set out in Form 58-101F1 Corporate Governance Disclosure (the “Form 58-101F1 Guidelines”). The Form 58-101F1 Guidelines address matters relating to constitution and independence of directors, the functions to be performed by the directors of a company and their committees and the effectiveness and evaluation of proposed corporate governance guidelines and best practices specified by the Canadian securities regulators. The Company will continue to monitor the developments and the various changes to the Form 58-101F1 Guidelines and best practices and where applicable, will amend its corporate governance guidelines accordingly.

Board of Directors

Independence of the Board

The Board currently consists of six directors, of whom five (a majority) are independent. None of the five independent directors has any direct or indirect material relationship with the Company which could, in the view of the Board, reasonably interfere with the exercise of that person’s independent judgment. Thomas F. Fudge, Jr., Marjorie Co, Colette Rustad, Raymond L. Polman and Ayesha Hira and are independent. Keith Neumeyer is the Chief Executive Officer of the Company. As an officer of the Company, Mr. Neumeyer is not an independent director.

 

Director		Independent		Non-Independent		Reason for Non-Independence
Keith Neumeyer				●		Officer
Marjorie Co		●
Thomas F. Fudge, Jr.		●
Raymond L. Polman		●
Colette Rustad		●
Ayesha Hira		●

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 24

Part Three

 

Directorships and Interlocks

The following table discloses the directors of the Company (including any new nominee directors) that are also directors of other reporting issuers, as well as any executive positions or committee memberships held by the director with that reporting issuer:

 

Director		Company		Executive Position		Committee Memberships
Keith Neumeyer		First Mining Gold Corp.		Chair of Board		Audit Committee Compensation Committee Corporate Governance & Nominating Committee
Raymond L. Polman		First Mining Gold Corp.				Audit Committee (chair) Corporate Governance & Nominating Committee

The Board Mandate prohibits a director of the Company from serving on the board of more than five reporting issuers (excluding the Company).

The term “Board Interlock” means when two or more directors of the Company sit together on the board (or equivalent) of another reporting issuer, and the term “Committee Interlock” means when a Board Interlock exists, and in addition, the relevant two or more directors also sit together on a board committee of the Company or the other reporting issuer. Each of Keith Neumeyer and Raymond L. Polman is also a member of the board of directors of First Mining Gold Corp. (“FF”), a mineral exploration and development company listed on the Toronto Stock Exchange, and each of them is also a member of the Audit Committee of FF. This constitutes a “Board Interlock” and a “Committee Interlock” for the purposes of the Board Mandate. The Board has determined that, in its judgement, the Board Interlock does not adversely impact the independence of these directors or the ability of these directors to act in the best interests of the Company because, among other things, FF is focused on development and exploration properties, primarily in eastern Canada while the Company is focused on producing properties in Mexico and the United States.

In the event of a conflict, each of the directors involved will be required to act in accordance with their obligations under the Code (as defined under the heading in this Information Circular entitled “Ethical Business Conduct”) and applicable corporate and securities laws as described under the heading “Ethical Business Conduct”.

Independent Directors’ Meetings

The independent directors hold regularly scheduled meetings which non-independent directors and members of management do not attend. The Board and the Audit Committee hold in-camera meetings regularly following Board meetings and Audit Committee meetings. During the financial year ended December 31, 2025, the independent directors of the Board held 11 in-camera meetings (one at the end of each Board meeting), and the Audit Committee held five (5) in-camera meetings (one at the end of each Audit Committee meeting).

Chair

The Chair of the Board, Thomas F. Fudge, Jr., is an independent director. The Chair of the Board leads the Board in its management and supervision of the business and affairs of the Company and its oversight of management. The Chair of the Board is responsible for the following duties and responsibilities, among other things: act as

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 25

Part Three

 

liaison between the Board and key management of the Company and shareholders; chair Board and shareholder meetings; coordinate the agenda for Board meetings, and assist the Compensation Committee with its annual review of the performance of directors and the Board as a whole.

Meetings of the Board and Committees of the Board

The Board meets a minimum of five times per year, once every quarter and immediately following the annual general meeting of the Company’s shareholders each year. The Audit Committee meets every quarter, and each of the other committees of the Board generally meet at least once a year or more frequently as deemed necessary by the applicable committee. The frequency of the meetings and the nature of the meeting agendas are dependent upon the nature of the business and affairs which the Company faces from time to time. During the financial year ended December 31, 2025, the Board held eleven (11) meetings, the Audit Committee held five (5) meetings, the Compensation Committee held eight (8) meetings, the Corporate Governance & Nominating Committee held three (3) meetings and the Sustainability Committee held two (2) meetings. The following table provides details regarding attendance of each current director for director and committee meetings during the financial year ended December 31, 2025 at these meetings.

 

Director

Board of Directors

Audit Committee

Corporate Governance & Nominating Committee

Compensation Committee

Sustainability

Committees (Total)

Overall Attendance

Keith Neumeyer

11 / 11

N/A

N/A

N/A

N/A

N/A

11 / 11

(100%)

(100%)

Marjorie Co

11 / 11

5 / 5

3 / 3 (1)

N/A

2 / 2

10 / 10

21 / 21

(100%)

(100%)

(100%)

(100%)

(100%)

(100%)

Thomas F. Fudge, Jr.

11 / 11

2 / 2 (2)

3 / 3

8 / 8 (1)

N/A

13 / 13

24 / 24

(100%)

(100%)

(100%)

(100%)

(100%)

(100%)

Raymond L. Polman

11 / 11

N/A

N/A

N/A

2 / 2 (1)

2 / 2

13 / 13

(100%)

(100%)

(100%)

(100%)

Colette Rustad

11 / 11

5 / 5 (1)

N/A

8 / 8

N/A

13 / 13

24 / 24

(100%)

(100%)

(100%)

(100%)

(100%)

Ayesha Hira (3)

7 / 7

3 / 3

N/A

N/A

N/A

3 / 3

10 / 10

(100%)

(100%)

(100%)

(100%)

 

(1)	Indicates such director is the Chair of the committee.

(2)

This number reflects Mr. Fudge’s attendance at Audit Committee meetings that were held in 2025 and at which time Mr. Fudge was a member of the Audit Committee. Following the Company’s last annual general meeting of shareholders that was held on May 20, 2025 (the “2025 AGM”), Mr. Fudge was replaced on the Audit Committee by Ms. Hira.

(3)	The numbers in this row reflect Ms. Hira’s attendance from May 20, 2025, being the date of the 2025 AGM and at which Ms. Hira was elected as a director of the Company, to December 31, 2025.

Board Mandate

The Board Mandate was implemented by the Board effective March 7, 2019, as amended on February 19, 2021, August 19, 2021, May 26, 2022 and August 12, 2025 and is attached as Appendix “A” to this Information Circular. The Board Mandate is reviewed on an annual basis by the Company’s Corporate Governance & Nominating Committee and by the Board, and it was last reviewed on August 12, 2025.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 26

Part Three

 

Position Descriptions

Written position descriptions have been developed by the Board for the Chief Executive Officer, the Chair of the Board and the Chair of each committee of the Board. See “Board of Directors – Chair” for a description of the Chair of the Board’s role and responsibilities.

The Chief Executive Officer, Keith Neumeyer, provides leadership and vision to manage the Company in the best interests of its stakeholders. The Chief Executive Officer develops strategic direction and initiatives to maximize shareholder value, ensures the implementation of strategic, business and operational plans and manages the business and affairs of the Company within the guidelines established by the Board.

The Chair of the Audit Committee, Colette Rustad, is an independent director. The Chair of the Audit Committee provides leadership to enhance the effectiveness of the Audit Committee and takes all reasonable steps to ensure that the responsibility and duties of the Audit Committee, as outlined in the Audit Committee Mandate, are well understood by the members of the Audit Committee and executed as effectively as possible. The Chair of the Audit Committee is responsible for the following duties and responsibilities, among other things: coordinate the agenda for Audit Committee meetings; chair Audit Committee meetings; report to the Board on the activities, findings and recommendations of the Audit Committee; and ensure annual performance evaluation of the Audit Committee and committee members.

The Chair of the Corporate Governance & Nominating Committee, Marjorie Co, is an independent director. The Chair of the Corporate Governance & Nominating Committee provides leadership to enhance the effectiveness of the Corporate Governance & Nominating Committee and takes all reasonable steps to ensure that the responsibility and duties of the Corporate Governance & Nominating Committee, as outlined in the Corporate Governance & Nominating Committee Mandate, are well understood by the members of the committee and executed as effectively as possible. The Chair of the Corporate Governance & Nominating Committee is responsible for the following duties and responsibilities, among other things: coordinate the agenda for Corporate Governance & Nominating Committee meetings; chair Corporate Governance & Nominating Committee meetings; report to the Board on the activities, findings and recommendations of the Corporate Governance & Nominating Committee; ensure annual performance evaluation of the Corporate Governance & Nominating Committee and committee members; and investigate complaints received under the Company’s Whistleblower Policy (see “Whistleblower Policy” below).

The Chair of the Compensation Committee, Thomas F. Fudge, Jr., is an independent director. The Chair of the Compensation Committee provides leadership to enhance the effectiveness of the Compensation Committee and takes all reasonable steps to ensure that the responsibilities and duties of the Compensation Committee, as outlined in the Compensation Committee Mandate, are well understood by the members of the committee and executed as effectively as possible. The Chair of the Compensation Committee is responsible for the following duties and responsibilities, among other things: coordinate the agenda for Compensation Committee meetings; chair Compensation Committee meetings; report to the Board on the activities, findings and recommendations of the Compensation Committee; and ensure annual performance evaluation of the Compensation Committee and committee members.

The Chair of the Sustainability Committee, Raymond L. Polman, is an independent director. The Chair of the Sustainability Committee provides leadership to enhance the effectiveness of the Sustainability Committee and takes all reasonable steps to ensure that the responsibilities and duties of the Sustainability Committee, as outlined in the Sustainability Committee Mandate, are well understood by the members of the committee and are executed as effectively as possible. The Chair of the Sustainability Committee is responsible for the following duties and responsibilities, among other things: coordinate the agenda for Sustainability Committee meetings; chair Sustainability Committee meetings; monitor, assess and make recommendations to the Board respecting the environmental, social, health and safety policies, practices, and performance of the Company including worker

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 27

Part Three

 

health and safety; environmental matters including water, waste, biodiversity and air quality management, emissions and climate change, engagement with local communities and Indigenous Peoples, tailings facility management and emergency response plans, diversity, equity and inclusion, and human rights.

Board Orientation

The Board has adopted a formal process for the orientation of new members of the Board. New directors are provided with comprehensive materials providing background information on the Company’s history, performance and strategic plans as well as the role of the Board, its committees and members. The orientation program also provides new members with the opportunity to meet with the executive team. As each director has a different set of skills and professional background, the Board seeks to tailor orientation and training of new members according to the particular needs and experience of each new director.

Board Education

The Company recognizes the importance of ongoing director education and the need for directors to have a current and detailed understanding of their duties and responsibilities as directors, as well as emerging trends in the mining industry and in the regulatory and governance areas. As part of the continuing education of directors, presentations are made at Board meetings by management to update the directors on regulatory, industry and political developments that could affect the Company’s business. In addition, directors receive periodic one-on-one presentations from management and are provided with the opportunity to meet with members of the executive team outside of formal Board meetings to discuss and better understand the business. Board members have full access to the Company’s records, and to ensure that our Board members are able to gain more detailed information about our business and operations, each Board member is invited to attend all Board committee meetings, even if he or she is not a member of the committee.

Board members are also encouraged to communicate with management and the Company’s auditors, to keep themselves current with industry trends and developments, and to attend industry-related seminars, conferences and professional development events. A number of our directors reported completing training sessions and seminars during the calendar year ended 2025, and several of our Board members also attended industry conferences (see the table below).

Site visits to the Company’s mines and development sites are also important educational opportunities. Directors have been and will continue to be given tours of our operations to provide the directors with additional insight into the Company’s business and to encourage interaction with local management and personnel. In December 2025, all of our independent directors visited our Los Gatos and Santa Elena mines, and all of our directors visited our First Mint facility.

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 28

Part Three

 

The following table provides details regarding various continuing education events held for, or attended by, the directors during the calendar year ended December 31, 2025, including site visits to some of our operations:

 

Place		Event		Director(s) Attending
Virtual		Enterprise Risk Oversight (Institute of Corporate Directors)		Co
Virtual		The Future of Sustainability Reporting with ISSB Standards (Institute of Corporate Directors)		Co
Vancouver, Canada		ICD Written and Oral Exams (Institute of Corporate Directors)		Polman
Vancouver, Canada		Industry Audit Committee Roundtable (KPMG LLP)		Rustad
Vancouver, Canada		Vancouver Resource Investment Conference		Neumeyer
Virtual		Director Connect – Future Scenarios for AI (PricewaterhouseCoopers LLP)		Co
Virtual		The S(Social) in ESG Has Landed on Both Feet in Canada (Fasken Martineau DuMoulin LLP)		Co
Vancouver, Canada		Proxy Voting Guideline Seminar – Annual Updates for ISS and Glass Lewis		Rustad
Berlin, Germany		World Money Fair		Neumeyer
Hollywood, USA		BMO Capital Markets Global Metals & Mining Conference		Neumeyer
Virtual		Empowering Corporate Boards: The Evolving Role of Directors and CEOs in Driving Informed, Risk-Ready Decisions (S&P Global Market Intelligence)		Co
Virtual		Proxy Season Webcast (PricewaterhouseCoopers LLP)		Co
Virtual		Navigating Global Tariffs: Expert Insights for Canadian Boards (Institute of Corporate Directors)		Polman, Rustad & Hira
Vancouver, Canada		Industry Audit Committee Roundtable (KPMG LLP)		Rustad
Toronto, Canada		Prospectors & Developers Association of Canada (PDAC) Conference		Neumeyer & Hira
Virtual		Director Connect – AI & The Boardroom (PricewaterhouseCoopers LLP)		Co
Virtual		Impact of Tariffs on Common Commercial Contractual Provisions (Fasken Martineau DuMoulin LLP)		Co
Hollywood, USA		BMO Capital Markets Global Metals & Mining Conference		Neumeyer
Zurich, Switzerland		Gold Forum Europe 2025		Neumeyer
Virtual		Director Connect – Is ESG Cancelled? (Deloitte LLP)		Co & Rustad

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 29

Part Three

 

Place		Event		Director(s) Attending
Florida, USA		The Rule Symposium on Natural Resource Investing		Neumeyer
Colorado, USA		Gold Forum Americas 2025		Neumeyer
Vancouver, Canada		In-house continuing education session: AI and Cybersecurity (INQ Law)		Fudge, Co, Polman, Rustad & Hira
Virtual		In-house training course: Code of Ethical Conduct (NAVEX)		Fudge, Neumeyer, Polman, Co, Rustad & Hira
Virtual		In-house training course: Conflicts of Interest (NAVEX)		Fudge, Neumeyer & Hira
Virtual		In-house training course: Anti-Bribery and Corruption (NAVEX)		Fudge, Co, Polman & Hira
Virtual		Director’s Series Roundtables – Governance of Technology Transformation and the Role of the Audit Committee (Deloitte LLP)		Co
Virtual		Human Rights Webinar: Is DEI Still Legal in Canada? (Fasken Martineau DuMoulin LLP)		Co
Virtual		Audit Committee Chair for The Future (Deloitte LLP)		Rustad
Virtual		Implications of New US Tariffs on B.C. Businesses (KPMG LLP)		Rustad
Virtual		KPMG’s Financial Reporting Update 2025 (KPMG LLP)		Rustad
Virtual		2025 KPMG Mining Showcase (KPMG LLP)		Rustad
Virtual		AI Agents in Action: Practical Insights to Enhance Work Performance (KPMG LLP)		Rustad
London, UK		121 Mining & Energy Investing		Neumeyer
Virtual		Oversight of Cybersecurity in an Era of Digital Acceleration (Institute of Corporate Directors)		Co & Hira
Virtual		Perspectives on Sustainability Disclosure – The Future of Integrated Reporting and Integrated Thinking (IFRS Foundation)		Polman
Virtual		Perspectives on Sustainability Disclosure – Ramping up Systems and Processes for Sustainability Data (IFRS Foundation)		Polman
Virtual		Perspectives on Sustainability Disclosure – Climate-Related Targets and Transition Plans Disclosure (IFRS Foundation)		Polman
Virtual		The 29th Global CEO Survey – Canadian insights (PricewaterhouseCoopers LLP)		Rustad
Zurich, Switzerland		Swiss Mining Institute Conference		Neumeyer
London, UK		National Bank CEO Mining Conference		Neumeyer
Frankfurt, Germany		Deutsche Goldmesse/Soar Financial		Neumeyer
Virtual		PwC’s Mining Minds (PricewaterhouseCoopers LLP)		Co
Virtual		Corporate Governance 2025 (Continuing Legal Education BC)		Co

 

Shareholders may contact Laurel Hill, the Company’s proxy solicitation agent by telephone at 1-877-452-7184 (toll-free in North America) or 1-416-304-0211 (text and call enabled outside North America; please text “INFO” to either of these numbers), or by email at assistance@laurelhill.com.

 

2026 MANAGEMENT INFORMATION CIRCULAR		Page 30