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(1)

2014

ANNUAL REPORT

AS GREAT AS

OUR

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COMPANY PROFILE

Peñoles, founded in 1887, is a mining group with integrat-ed operations in smelting and refining non-ferrous metals and producing chemicals. Peñoles is the world’s top pro-ducer of refined silver and the leader in metallic bismuth in the Americas; the leading Latin American producer of refined gold and lead, and among the main refined zinc and sodium sulfate producers worldwide.

Peñoles’ shares have traded on the Mexican Stock Ex-change since 1968 under the ticker PE&OLES. MISSION AND VISION

The Company’s mission is to add value to non-renewable natural resources in a sustainable manner.

The Company’s vision is to be the most recognized Mexi-can company in its sector worldwide, for its global focus, the quality of its processes, the excellence of its people and the ethical leading of its business.

Peñoles seeks to:

Provide our shareholders with the best long-term invest-ment option, with growth and profitability.

Form strategic partnerships with our clients, offering in-tegral solutions and inspiring trust to conduct business over the long term.

Become a strategic link in the value chain, establishing long-term and mutually beneficial relations with suppliers.

Create a workplace that engenders pride and dignity, be-cause it offers opportunities for development, respect and recognition to our employees, in a safe environment and teamwork.

Be a socially responsible company, respectful of the natu-ral environment while promoting self-development in the communities where we operate.

Our conduct is guided by the values of Confidence, Responsibility, Integrity and Loyalty (CRIL).

PEOPLE, IN THEIR ABILITY TO INNOVATE

AND GIVE THE BEST OF THEMSELVES,

ESPECIALLY IN THE FACE OF ADVERSITY.

Peñoles is part of Grupo BAL, a privately held diversified group of independent Mexican companies that includes:

Grupo Palacio de Hierro

(department stores);

Grupo Nacional Provincial (insurance);

Profuturo GNP (individual retirement funds);

Valores Mexicanos – Casa de Bolsa

(financial services);

Crédito Afianzador (bonding);

Instituto Tecnológico Autónomo de México (education); and agribusinesses.

Business Model

Financial Highlights

Letter to Shareholders

Letter to the Board of Directors

Review of Operations

Exploration

Mining

Metals

Chemicals

Energy and Technology

Our People

Corporate Governance

Management

Board of Directors

Management Discussion and Analysis

Report of the Audit and Corporate Governance Committee

Shareholder Information

Consolidated Financial Statements and Notes

03

04

09

14

20

22

26

43

51

56

61

66

71

72

74

81

83

84

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CORPORATE STRUCTURE

Industrias Peñoles, S.A.B. de C.V.

Fresnillo plc (1)

Minera Fresnillo (100%) Minera Penmont

(100%)

Minera Mexicana La Ciénega (100%) Minera Saucito (100%) Comercializadora de Metales Fresnillo (100%)

Exploraciones Mineras Parreña (100%) Minas Peñoles Minera Bismark (100%) Minera Madero (100%) Minera Maple (Naica)

(100%) Minera Tizapa

(51%) Cía. Minera Sabinas

(100%)

Cía. Minera La Parreña (Milpillas) (100%)

Minera Roble (Velardeña) (100%)

Exploraciones Mineras Peñoles (100%)

Minera Peñoles del Perú (100%) Minera Peñoles de Chile

(100%)

Química Magna

Metalúrgica Met-Mex Peñoles (100%)

Magnelec (Química del Rey) (100%) Fertirey (100%) Aguas, Servicios e Inversiones de México (ASIM) (50%) Infraestructura Peñoles

Fuerza Eólica del Istmo (100%) Termoeléctrica Peñoles (100%) Tecnología y Servicios de Agua (TECSA) (51%) Bal Holdings (100%) Línea Coahuila-Durango (50%) Servicios Administrativos Peñoles (100%)

Illustrates the main subsidiaries.

EXPLORATION

Personnel: 825

Investment in 2014: US$216.3 million

MAIN EXPLORATION PROJECTS MEXICO

PEÑOLES

Rey de Plata (Guerrero): polymetallic, under construction, investment US$268.0 million Estimated startup: 2017

Los Humos (Sonora): copper, advanced exploration

FRESNILLO PLC

San Julián (Chihuahua): silver-gold, under development. Estimated startup: 2015

Orysivo, Juanicipio, Centauro Deep: advanced exploration

INTERNATIONAL

Racaycocha (Peru): copper-molybdenum

Chile and Peru: gold and copper, continuous exploration

MINING

Personnel: 6,667

Investment in 2014: US$592.5 million

PROVEN AND PROBABLE RESERVES

Gold: 10.0 million ounces

Silver: 641.2 million ounces

Lead: 1,689.3 thousand tons

Zinc: 5,426.7 thousand tons

Copper: 431,627.7 tons

KEY MINES PEÑOLES

Velardeña: Mexico’s second largest zinc mine

Madero, Tizapa and Bismark: among the five largest Mexico´s zinc mines

Naica: Mexico’s second largest lead mine

FRESNILLO PLC

Fresnillo: largest primary silver mine worldwide

Herradura: one of Mexico´s largest gold mines

METALS

Personnel: 2,386

Investment in 2014: US$46.3 million

MAIN OPERATIONS AND ANNUAL CAPACITIES

Lead Smelter: 180,000 tons/lead bullion

Lead-Silver Refinery: 180,000 tons/lead: 118 million ounces/silver

1.9 million ounces/gold 1,440 tons/bismuth

Electrolytic Zinc Refinery: 240,000 tons/zinc

OPERATIONS

Met-Mex: one of the largest metallurgical complexes and the top refined silver producer worldwide

Aleazin: zinc alloys

Bermejillo: by-products

CHEMICALS

Personnel: 707

Investment in 2014: US$31.6 million

PRODUCTS AND ANNUAL CAPACITIES

Sodium sulfate: 780,000 tons

Magnesium oxide: 100,000 tons

Magnesium sulfate: 34,000 tons

Ammonium sulfate: 260,000 tons

OPERATIONS

Química del Rey: largest sodium sulfate plant in the Americas and the Western Hemisphere

Fertirey: ammonium sulfate plant

Industrias Magnelec

75% 100% 100% 100%

(1)Fresnillo plc is listed on the London

Stock Exchange (LSE) since 2008, and has its own management, administrative structure and corporate governance body (more information at www.fresnilloplc.com).

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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OPERATIONS

LOCATION

Night view. Bismark unit, Chihuahua.

3 13 7 8 1 1 1 1 1 2 1 2 1 2 3 2 1 4 3 5 4 3 9 10 5 11 1 2 14 12 2 1 2 6 1 P E R U C H I L E 2 MINING OPERATIONS BASE METALS 1 Bismark 2 Naica 3 Sabinas 4 Velardeña 5 Tizapa 6 Francisco I. Madero 7 Milpillas PRECIOUS METALS 8 La Herradura 9 La Ciénega 10 Fresnillo 11 Soledad-Dipolos (1)

12 Saucito and Saucito II 13 Noche Buena 14 San Ramón

(1) Operations in this unit

are suspended. METALLURGICAL OPERATIONS 1 Met-Mex 2 Bermejillo 3 Aleazin CHEMICAL OPERATIONS

1 Magnelec (Química del Rey) 2 Fertirey 3 Industrias Magnelec DEVELOPMENT PROJECTS 1 San Julián 2 Rey de Plata INFRASTRUCTURE 1 Línea Coahuila-Durango 2 TECSA/ASIM 3 Termoeléctrica Peñoles 4 Termimar

5 Fuerza Eólica del Istmo

OFFICES 1 Exploration 2 Corporate EXPLORATION ACTIVITIES SOUTH AMERICA 1 Peru 2 Chile Note:

Commercial Offices in Matamoros (Tamaulipas, Mexico), Connecticut (United States) and Sao Paulo (Brazil).

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BUSINESS MODEL

Our vertically integrated operations comprise a

poly-metallic portfolio from exploration through production

of refined metals and additional value-added

prod-ucts. We focus on being a low cost producer and

make continuous investments in exploration, capacity

expansion and operational efficiency throughout the

business cycle. This strategy, combined with our

sus-tainable development initiatives, talented personnel, a

healthy capital structure and strong corporate

gover-nance practices distinguishes Peñoles and enables us

to add long-term value for our shareholders.

Location, study, analysis and development of non-ferrous mineral deposits in Mexico and Latin America (Peru and Chile).

Key to permanence and long-term growth.

Permanent portfolio of projects and prospects in various stages of development.

Continuous investment across economic and metal price cycles.

Exploitation and benefication of minerals with metallic contents of gold, silver, lead, zinc and copper.

Replenishment and increase of reserves.

Operational excellence, cost control.

Smelting and refining non-ferrous metals.

High purity refined metals.

By-products.

Inorganic chemical products.

High quality and purity products.

Integrated solutions for our clients: quality, service, value-added products.

Strategic partner in the value chain.

Diversification of products and markets.

Exploration

Mines

Metals - Chemicals

Marketing

Infrastructure, Technology & Innovation

Sustainabilit y

Corporate Governance

THE COMPLETE METALS VALUE CHAIN

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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FINANCIAL HIGHLIGHTS

2014 2013 % Var. Net sales (1) 61,555,607 66,550,850 -7.5 Gross profit 16,071,811 18,464,014 -13.0 Exploration expenses 2,879,181 3,498,544 -17.7 EBITDA (2) (3) 15,082,400 16,243,226 -7.1 Operating profit (3) 8,545,978 10,748,278 -20.5

Controlling interest in net income 1,199,128 4,760,706 -74.8

Capital expenditures 9,084,928 10,905,404 -16.7

Cash and investments (4) 15,596,703 19,720,182 -20.9

Property, plant and equipment, net 53,788,912 46,481,144 15.7

Total assets 98,452,629 93,027,782 5.8

Total long-term debt (5) 22,312,405 19,806,860 12.6

Total liabilities 42,509,932 37,618,523 13.0

Total stockholders’ equity 55,942,697 55,409,259 1.0

Shares outstanding at year-end 397,475,747 397,475,747 -

Earnings per share 3.02 11.98 -74.8

Dividends per share (6) 1.90 16.63 -88.6

Share price at year-end 288.51 324.18 -11.0

Note: Figures as of December 31, 2014 and 2013 in thousands of Mexican pesos, with the exception of figures per share expressed in pesos.

(1) Includes hedging results.

(2) Earnings Before Interests, Taxes, Depreciation and Amortization. (3) Does not include other income, expense and impairment loss. (4) Includes cash, cash equivalents and short term investments. (5) In 2014 includes short-term debt maturity of $1,913,340. (6) Dividend of $1.90 per share paid on May 26, 2014. Electrolysis area.

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0 10 20 30 40 50 60 70 80 90 100 UAFIDA / INTERESES EBITDA / INTERESTS (times) 2010 2011 2012 2013 2014 88.8 95.4 70.6 35.5 15.5 0 1 2 3 4 5

UAFIDA / DEUDA TOTAL

EBITDA / TOTAL DEBT

(times) 2010 2011 2012 2013 2014 2.4 4.3 2.6 0.8 0.7 0 10 20 30

DEUDA TOTAL / CAPITALIZACION TOTAL

TOTAL DEBT / TOTAL CAPITALIZATION

(%) 2010 2011 2012 2013 2014 17.2 13.7 15.6 26.3 28.5 0 50 100 150 200 METALES PRECIOSOS ORO PLATA

PRECIOUS METALS PRICE INDICES

(December 2010 = 100) 2010 2011 2012 2013 2014 150 50 Gold Silver 100 60 80 100 120 140 METALES BASE PLOMO ZINC COBRE

BASE METALS PRICE INDICES

(December 2010 = 100)

2010 2011 2012 2013 2014 100

80

Lead Zinc Copper 120 0 325 650 975 1300 1625 1950 2275 2600 UAFIDA 0 10 20 30 40 EBITDA (millions of US dollars) 2010 2011 2012 2013 2014 1,465.0 2,524.0 2,009.0 1,270.4 % of sales

* Not including hedging results

0 1000 2000 3000 4000 5000 6000 7000 8000 VENTAS SALES* (millions of US dollars) 2010 2011 2012 2013 2014 5,211.1 7,764.1 7,416.8 5,131.7 4,577.3 1,110.4 0 200 400 600 800 1000

INVERSION ACTIVOS FIJOS

CAPITAL EXPENDITURES (millions of US dollars) 2010 2011 2012 2013 2014 519.8 766.0 866.5 853.8 680.4 0 5000 10000 15000 20000 VALOR DE CAPITALIZACION MARKET CAPITALIZATION (millions of US dollars) 2010 2011 2012 2013 2014 14,479.1 17,387.3 19,886.8 9,853.8 7,791.5 10% 20% 30% 40%

-10.8% vs 2013

-12.6% vs 2013

-20.3% vs 2013

-20.9% vs 2013

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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Product SALES $61,555.6 (%) 32.6 Gold 31.9 Silver 11.7 Zinc 6.5 Lead 5.4 Copper 5.3 Concentrates 2.2 Sodium Sulfate 1.0 Magnesium Oxide 0.5 Ammonium Sulfate 2.9 Others

ventas por producto

COST OF PRODUCTION $27,377.8

Structure (%)

23.9 Depreciation 18.2 Freights & Contractors 16.1 Energy

13.7 Operating materials 13.1 Labor

10.8 Maintenance & Repairs 2.1 Raw materials 2.1 Others

estructura del costo de produccion

Geographic SALES $61,555.6 (%) 19.1 Mexico 80.9 International

ventas por mercado

SALES $34,892.1 MINES* (%) 36.8 Silver 29.3 Gold 18.7 Zinc 9.5 Copper 5.7 Lead

ventas totales minas

EXPORT SALES $49,821.8 by region (%) 89.3 United States 2.3 Europe (11 countries) 1.4 South America (8 countries) 7.0 Others (16 countries)

ventas por exportacion

SALES $51,699.9 METALS* (%) 39.4 Gold 36.2 Silver 13.3 Zinc 7.6 Lead 3.5 Others

ventas totales metales

SALES $2,725.6 CHEMICALS (%) 46.8 Sodium Sulfate 26.5 Magnesium Oxide 17.8 Ammonium sulfate 5.1 Magnesium Sulfate 3.8 Others

ventas totales quimicos

Note: Figures expressed in millions of pesos.

*Treatment charges /

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GOLD

(%)

74.5 Jewelry 12.7 Medals and coins

8.8 Electronics 2.9 Industrial 1.1 Dentistry

usos oro

Source: GFMS Gold Survey 2014

LEAD

(%)

80.9 Batteries 19.1 Others

usos plomo

Source: Wood Mackenzie, 4Q-2014 Global Lead Long Term Outlook COPPER (%) 30.0 Construction 28.0 Consumer products 19.0 Electronics 12.0 Transportation 11.0 Industrial machinery usos cobre

Source: Wood Mackenzie, 4Q-2014 Global Copper Long Term Outlook

SILVER

(%)

54.3 Industrial

23.0 Jewelry and silverware 22.7 Medals and coins

usos plata

Source: World Silver Survey 2014

The Bismark unit is among the five largest zinc mines in the country.

KEY METALS

AND MAIN

USES*

PEÑOLES’

SPECIFICATIONS

Silver: 99.99% purity (minimum)

Gold: 99.99% purity (minimum)

Lead: 99.97% purity (minimum)

Zinc: 99.995% purity (minimum) Special High Grade 99.900% purity (minimum) High Grade

98.000% purity (minimum) Prime Western

Copper: 99.99% purity (minimum) Grade A cathodes * Note: Financial investment demand is not included.

ZINC

(%)

59.0 Galvanizing 14.0 Die-casting alloys 11.0 Brass semis & castings

9.0 Oxides & chemicals 6.0 Semi-manufactured

products 1.0 Others

usos zinc

Source: Wood Mackenzie, 4Q-2014 Global Zinc Long Term Outlook

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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PRICES

Silver ingot. Met-Mex Refinery, Coahuila.

0 500 1000 1500 2000

Cotizaciones METALES (Carta Director General) ORO GOLD (LONDON) (US$/ounce) 2010 2011 2012 2013 2014 1,224.7 1,568.6 1,668.8 1,411.0 0 5 10 15 20 25 30 35 40

Cotizaciones METALES (Carta Director General) PLATA SILVER (COMEX) (US$/ounce) 2010 2011 2012 2013 2014 20.2 35.2 31.2 23.8 0 50 100 150 200 250 300 350 400 Cotizaciones METALES (Carta Director General)

COBRE COPPER (LME) (US¢/pound) 2010 2011 2012 2013 2014 341.8 400.1 360.6 332.3 0 20 40 60 80 100 120

Cotizaciones METALES (Carta Director General) PLOMO LEAD (LME) (US¢/pound) 2010 2011 2012 2013 2014 97.5 108.9 93.5 97.2 0 20 40 60 80 100

Cotizaciones METALES (Carta Director General) ZINC ZINC (LME SHG) (US¢/pound) 2010 2011 2012 2013 2014 98.0 99.5 88.4 86.7 1,266.2

-10.3% vs 2013

19.0

-20.1% vs 2013

95.1

-2.2% vs 2013

98.1

+13.2% vs 2013

311.2

-6.4% vs 2013

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INDUSTRIAS PEÑOLES, S.A.B. DE C.V.

ANNUAL REPORT

OF THE BOARD OF

DIRECTORS

to the Shareholders’ Meeting,

corresponding to fiscal year 2014.

Dear shareholders:

As Chairman of the Board of Directors of Industrias Peñoles, S.A.B. de C.V.,

and on behalf of the Board, I present you this report based on an analysis of

the information provided by the Chief Executive Officer in his Annual Report

on the company’s performance, the financial and operating results obtained

in 2014, and key developments in the period, as well as a report on the main

activities of the Board of Directors.

As had been expected, 2014 was a year of great challenges, as

econom-ic conditions were adverse. Precious metal preconom-ices saw a sharp decline and

reached their lowest levels of the past four years: within our industrial metals

portfolio, only zinc had a moderate price increase.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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Along with the unfavorable international metals market,

the domestic industry has had to face the pressures

gen-erated by a rise in energy costs –when in contrast,

in-ternational prices are declining–, difficulties arising from

organized crime activity, conflicts linked to insecurity in

land ownership, and of course, the new mining rights. The

company will pay $500.2 million pesos (hereafter

“mil-lion”) in mining rights –surface, special and

extraordi-nary– corresponding to 2014, representing 41.7% of net

income. In terms of fuel, high overhead costs are being

paid for diesel, the main input for open pit mines,

com-pared to the international price. Clearly, the domestic

min-ing industry has lost much of its competitiveness.

With more than a century of history, Peñoles has

suc-cessfully weathered many difficulties and has overcome

great challenges. The consistency of our strategy of

pru-dent investment and long-term organic growth is essential

to addressing the inherent cyclicality of the industry in a

changing environment. We recognize, however, that our

greatness lies in our people, whose talent, effort and

dedi-cation empower us to face difficult circumstances.

The context of 2014 required us to take particular care of

liquidity; for that reason we put special focus on

control-ling costs and expenses and rationalizing our investments.

Thus, with a view beyond the annual cycle, we carefully

allocated capital resources to sustain and achieve

opera-tional productivity, develop strategic projects and

acqui-sitions, as well as to vital exploration, technological

de-velopment, sustainability, training, safety and community

development activities.

Among our growth projects, a highlight was the completion of construction

of the new sodium sulfate plant at Química del Rey, in the state of Coahuila,

which will expand production capacity by 150,000 tons per year and will

en-able us to consolidate leadership in the domestic market for this product. The

investment was $571.9 million, equivalent to $43 million dollars (hereafter

“US$ million”).

At Fresnillo plc, the new dynamic leaching plant to increase gold recovery

from the Herradura mine in Sonora started up operations, as did Saucito II,

a silver-gold mine in the state of Zacatecas. Investment in these projects

to-taled $1,596.0 million (US$120 million) and $3,125.5 million (US$235 million),

respectively.

At the Rey de Plata project, a polymetallic mine in the state of Guerrero whose

total investment will be $3,564.4 million (US$268 million), development and

infrastructure work continued and critical equipment was received. Operations

are expected to commence in 2017 for the production of zinc, silver, copper

and gold. Construction also advanced according to schedule at Fresnillo plc’s

San Julián gold-silver mine, in the state of Chihuahua, where operations will

start up in 2015.

Fresnillo plc’s financial position enabled it to acquire the 44% stake held by

Newmont USA, Ltd. in the Penmont joint venture, which includes the

Herra-dura, Soledad-Dipolos and Noche Buena gold mines in the state of Sonora,

as well as advanced exploration projects. Through this US$450 million

trans-action, Penmont became 100% Fresnillo plc owned. The change strengthens

its position and improves its outlook for sustained growth in gold production.

As such, investments in fixed assets and exploration totaled $11,964.1 million

(16.9% less than in the prior year); while this amount was lower due to difficult

circumstances, it was sufficient for the disciplined execution of projects and

the proper maintenance of operations, and was in line with our vision of

sus-tained long-term growth.

(13)

At Peñoles we seek to establish harmonious and mutually

beneficial relationships with the communities where we

operate, and want to ensure a proactive approach.

There-fore our community investment is also a priority: we

con-tinued and will continue to actively support community

development through the creation of good jobs,

construc-tion of schools, roads and infrastructure, and promoconstruc-tion

of sports, health and recreational activities. Investment in

social support this year was $104.7 million.

In exploration activities, important findings were made in

the portfolio of projects located in Mexico and South

Amer-ica. At the Los Humos copper project (Sonora), and the

Racaycocha copper-molybdenum project (Peru), resource

estimates were conducted, and in the latter, surrounding

concessions were acquired, expanding the potential of

the project. Work on areas surrounding the Velardeña zinc

mine (Durango) and the Milpillas copper mine (Sonora)

helped identify resources with the potential to increase

reserves for these operating units. Fresnillo plc obtained

important findings that increased resources at San Ramón

(Durango), Cardones (Guanajuato) and Pilarica (Peru),

and encouraging results at Herradura (Sonora).

The performance of mining operations in 2014 was solid. Production of metal

contents in the mines exceeded the previous year, with the exception of gold

whose volume was slightly lower due to the stoppage of operations at

Sole-dad-Dipolos and the temporary suspension at Herradura, which resumed its

activities at the end of the first quarter of the year. This decline was partially

offset by higher volumes at Noche Buena and Saucito. A new annual silver

production record was set of 54.4 million ounces, thanks to higher volumes

processed at Saucito and Herradura, and better ore grades at Sabinas. Lead

production increased due to higher volumes and better ore grades and

recov-eries at Velardeña and Saucito, while zinc production had the most growth,

driven by Velardeña, which in just over a year since starting up, is producing

above its original design capacity. As for copper, production rose due to better

ore grade and recovery at Milpillas.

In the metallurgical operations, production volume of refined silver rose due to

better ore grades in the concentrates and materials received, while gold rose

slightly due to higher content of rich materials; lead volume was lower due to

a decline in contents in the concentrates treated, and zinc increased with the

higher volume of concentrates received and better ore grades.

Production volume of sodium sulfate was similar to the previous year;

how-ever, lower demand from the domestic market due the economic situation

af-fected sales of this product. Nonetheless, among the other chemicals, certain

varieties of magnesium oxide registered new production and sales records.

Similarly, magnesium sulfate also attained a new production and sales record

thanks to increased demand in the agricultural market.

In addition, we advanced our strategy of self-sufficiency in electricity

gener-ated from renewable sources. A 25-year energy supply agreement was signed

with the Portuguese company

Electricidad de Portugal Renovables

(EDPR),

for the development of a wind farm with 180 MW of installed capacity to be

built in 2016 in the state of Coahuila. This will ensure the supply of clean

en-ergy generated by this park at very competitive costs.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

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After a thorough analysis, the Executive Committee

ap-proved the project to expand refined zinc production

capacity by 100,000 tons per year at the metallurgical

complex in Torreón, Coahuila. This project, expected for

2017, will have new technology and require an investment

of $4,309.2 (US$324 million), and will consolidate our

po-sition as the leading Latin American producer of refined

zinc.

As for financial results, expressed in millions, gross sales

in 2014, excluding hedging results, totaled $61,022.0, a

change of -6.7% compared to 2013. This situation was

primarily due to lower metal prices, with the exception

of zinc, which was partially offset by the higher average

exchange rate of the peso against the dollar. Results from

metal price and exchange rate hedging were lower,

total-ing $533.6. Gross profit was $16,071.8 (-13.0%), EBITDA

was $15,082.4 and operating income totaled $8,546.0

(7.1% and 20.5% lower, respectively). Net income for 2014

was $1,199.1 (-74.8%), and $755.2 in dividends were

de-clared in 2014. The debt to EBITDA ratio was 1.4 times at

year end, with sufficient cash to cover operational,

strate-gic and financial needs for the medium term.

Thanks to efforts to control costs and expenses, and

de-spite lower sales and inflation for several of our inputs,

EBITDA margin on sales remained stable (24.5%)

com-pared to the previous year (24.4%).

However, due to certain differences in the interpretation

of tax provisions, the Metalúrgica Met-Mex-Peñoles

sub-sidiary recorded an extraordinary expense of $1,106.8,

after signing a conclusive agreement with the Tax

Admin-istration Service through the Office of Taxpayer Defense

(PRODECON, for its Spanish acronym), which terminated

the tax audits for the years 2009-2012.

Because our people are our most important asset, we remain committed to

promoting their development in an atmosphere of respect, recognition and

in a safe environment. We have continued, and will not cease, to strengthen

training and safety programs for our employees and contractors. Furthermore,

we have added the ethical performance of our businesses to our Vision, and

we are strengthening the culture of ethics and living these values throughout

the entire organization.

The Board of Directors has adhered to sound corporate governance practices.

To perform its functions, the Board is supported by the committees

recom-mended in the Code of Best Corporate Practices. The Board met four times

in 2014. The following are among the topics discussed and approved at those

meetings:

reinforcement of workplace safety and environmental programs;

labor-management relations;

the metals hedging program;

review of the 2014 budget;

the basis of the 2015 budget;

finalizing contracts for the supply of electricity; and

policies for the acquisition and sale of company stock.

Pursuant to the provisions of the Securities Market Law, the Audit and

Corpo-rate Governance Committee prepared its Annual Report, which is presented

to this Shareholders’ Meeting.

The Financial Statements from which comments herein are derived, as well

as the main accounting policies and criteria used in the preparation of the

financial information, were audited by the external auditors and included in

the Annual Report. The company’s Financial Statements were prepared in

accordance with International Financial Reporting Standards, issued by the

International Accounting Standards Board.

(15)

Submitted herein for the consideration of this

Sharehold-ers’ Meeting is a report on the main accounting policies

and criteria that serve as the basis of preparation for the

Financial Statements, and which include, among others:

the basis of presentation, consolidation, significant

ac-counting policies and new acac-counting pronouncements,

which were audited by the external auditors and made

part of this Report.

In the opinion of the Board of Directors, the Report

pre-sented to this Shareholders’ Meeting by the Chief

Execu-tive Officer reasonably reflects the financial position and

results of the company, as well as the key developments

of the business during 2014.

In accordance with policies, the performance of senior

executives is evaluated annually. The Nomination,

Evalu-ation and CompensEvalu-ation Committee must authorize any

increase in salary and benefits. Salary increases are

made annually and bonuses are determined based on

the results of performance evaluations. The remuneration

package of senior executives is comprised of a base

sal-ary and legal and other benefits common to the industry

domestically.

In 2015, in the face of new challenges and the expectation that difficult market

conditions will continue, we must work harder to remain competitive, increase

productivity and control costs. We remain firmly committed to maintaining

sound, prudent management practices.

Our confidence in the future is based on the greatness of our people, in their

ability to innovate and give the best of themselves, especially in the face of

adversity: I thank them for their dedication and hard work. I would also like to

thank the members of the Board of Directors for their commitment and

valu-able contributions, and you, dear shareholders, for continuing to place your

confidence in us.

Alberto Baillères

Chairman of the Board of Directors

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(16)

INDUSTRIAS PEÑOLES, S.A.B. DE C.V.

REPORT ON THE

COMPANY’S PERFORMANCE

PRESENTED BY

THE CHIEF EXECUTIVE

OFFICER

to the Board of Directors

corresponding to fiscal year 2014.

Mr. Chairman,

Ladies and Gentlemen members of the Board of Directors:

As Chief Executive Officer of Industrias Peñoles, S.A.B. de C.V., and in accordance with the

provisions of the Securities Market Law, I hereby submit for your consideration the Annual

Report corresponding to the company’s performance and results in the 2014 fiscal year, as

well as the Financial Statements and their accompanying notes, which include the principal

policies and criteria for accounting and reporting that were used in the preparation of the

financial report presented herein.

Without a doubt, 2014 was a very challenging year for Peñoles. The macroeconomic

envi-ronment was difficult and extremely volatile, which negatively affected the prices for most

of the metals we produce. Prices for gold and silver, which represent more than half of our

revenues, saw sharp declines of 10.3% and 20.1%, respectively, compared to the previous

year. This was due, initially, to the withdrawal of the US Federal Reserve’s monetary stimulus

program following signs of recovery in that economy, which resulted in the strengthening

of the dollar against major currencies. This raised expectations for an increase in interest

rates, lessening the attractiveness of precious metals as a safe haven investment.

(17)

In contrast, there was a deceleration in the economy of

China, the world’s largest consumer of metals.

Further-more, expectations of growth in Europe were adjusted

downward, and fears emerged in the financial markets of

a possible recession on the continent. Among industrial

metals, zinc was the only one whose price rose (13.2%

on average), due to lower inventories and the closure of

several mining operations. The price of lead was relatively

stable (-2.2%), supported by continued demand from the

automotive industry, while the average price of copper

declined (6.4%) due to the economic deceleration and

reduced dynamism of the construction industry in China,

along with an increase in the global supply.

In addition, new rights for the mining sector were

imple-mented in Mexico while problems of insecurity continued.

The negative effect of lower metal prices was partially

mitigated by the weakening of the Mexican peso against

the dollar (4.2% on average), which benefited the portion

of our production costs denominated in pesos

(approxi-mately 50% of those costs). However, we continued to

face increases above the rate of inflation in several of our

key inputs.

By mandate of the Board of Directors, in the difficult

en-vironment of 2014 we redoubled efforts to contain costs,

reduce expenses and cut non-priority investments, as

well as to optimize the use of working capital, without

af-fecting employment or the development of strategic

proj-ects. We focused on maintaining operational discipline

and increasing the productivity and efficiency of

opera-tions, showing solid performance.

Following are the operating highlights of 2014.

Investment in exploration totaled $2,879.2 million pesos (hereafter “million”),

including our Fresnillo plc subsidiary, a figure 17.7% lower than in the previous

year. Resources were selectively allocated to projects and prospects with the

greatest potential, as well as to replenishing and increasing reserves at

operat-ing mines. Exploratory drilloperat-ing took place at 34 projects in Mexico and South

America, as well as geological and geophysical analyses at several additional

prospects.

At Los Humos disseminated copper-molybdenum project in Sonora, intensive

sampling for metallurgical analysis was conducted in order to provide

certain-ty to the quantified mineral resources, and drilling extended into surrounding

areas. Detailled drilling will take place in 2015 in order to determine if sufficient

mineral resources exist to make a mine project feasible.

At La Industria project, adjacent to the Velardeña zinc mine in Durango,

drill-ing activities intersected attractive sectors to generate reserves that could be

added to the mining unit. Close to the Milpillas copper mine in Sonora,

drill-ing identified an expansion of deep ore bodies with an estimated potential of

6 to 12 million tons of additional mineral, which could become an important

contribution to reserves at this mining unit. A quantification of resources will

be conducted in the first half of 2015.

At the Racaycocha copper-molybdenum project in Peru, resources were

quan-tified and the results were endorsed by a recognized external auditor.

Geo-technical drilling took place to support the design of a possible pit, as well as

technical engineering and geo-hydrological studies. An important advance,

which increases the potential of the project, was the acquisition of 14,000

hectares in neighboring concessions.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(18)

At Fresnillo plc, exploration activities resulted in

miner-alized intersections at Centauro Deep (Sonora), Orisyvo

(Chihuahua) and Pilarica (Peru), and additional drilling

equipment was provided to the gold and silver

explora-tion programs at Bellavista and Tajitos (Herradura

Cor-ridor in Sonora), Rodeo (Durango), Fresnillo (Zacatecas)

and Guanajuato (Guanajuato). The company also

exer-cised its option to acquire 100% of the Candameña

gold-silver project (Chihuahua), in which it has invested US$16

million since 2010.

In the mining operations, the total volume of mineral

milled and deposited was 53.6 million tons, 12.2% more

than in the prior year, due to the resumption of

activi-ties at Herradura at the end of the first quarter of 2014;

also contributing were the higher volumes processed at

Noche Buena and Velardeña, which offset the lack of

production at Soledad-Dipolos, whose operations have

been suspended since mid-2013. Notably, Velardeña

ex-ceeded design capacity, rising from 7,000 to 8,000 tons

per day milled.

The production of gold contents was 2.3% lower due to the

lack of production at Soledad-Dipolos, which was nearly

offset by higher volumes at Noche Buena and Saucito.

A new annual record was set in the production of silver

contents, with 54.4 million ounces (4.3% above last year),

mainly due to higher volumes treated and better ore

grades at Saucito and Sabinas, as well as the increase in

volumes deposited at Herradura.

Lead production of 79.8 thousand tons was 4.8% higher, due to contributions

from Saucito and Velardeña, with higher ore grades, recoveries and volumes

treated. Zinc content notably increased (24.1%), to 265.7 thousand tons,

main-ly due to good performance at Velardeña, with higher volumes treated and

better ore grades.

The copper cathodes produced by the Milpillas unit increased 14.2% thanks

to higher volumes deposited on the leaching pads, which registered an annual

record, as well as better ore grades and recoveries. In addition, copper

con-tained in concentrates surpassed the previous year by 5.2% due to higher

vol-umes of mineral at Bismark and Velardeña, and better recoveries at the latter.

The Naica mine suffered a flood contingency in early 2015, and to date

min-ing operations are suspended at this unit. Every effort is bemin-ing made and all

technical, material and human resources needed are being allocated to try

and recover the mine and restore operations as soon as possible, without

ever exposing workers and contractors. It should be noted that because safety

procedures were followed, there were no human incidents resulting from this

situation.

Among the investments made, of particular note was the acquisition of

mecha-nized equipment for the interior of the mines as part of strengthening safety in

the operations. At Velardeña an expert system was installed to optimize

recov-eries. Mining works and infrastructure development also continued in order to

access deep ore bodies at Madero, and it remained an average two years of

preparation in the mines.

The construction of the Rey de Plata polymetallic mine in the state of Guerrero

progressed as planned, with the development of mining works and

prepara-tion of infrastructure for the necessary facilities at the surface. This mining unit

will have a beneficiation plant capable of milling and processing 1.3 million

tons of mineral per year, producing lead, zinc and copper concentrates. The

investment will be $3,564.4 million (US$268 million) and start up is expected

for the first quarter of 2017.

(19)

At our Fresnillo plc subsidiary, the dynamic leaching plant

at Herradura started up operations, which will increase

gold production. In addition, construction was

success-fully completed and operations started up at the Saucito

II silver project in Zacatecas, and development

contin-ued at the new San Julián silver and gold mining unit in

Chihuahua, which is expected to start operations in the

fourth quarter of 2015.

In metals, production of refined gold and silver at the

Met-Mex metallurgical complex was 1.5% and 5.4% higher,

respectively, compared to the previous year. There were

higher inputs of materials rich in gold from third party

remitters, which mitigated the lower volume of dorés

from our own mines, while silver production was driven

by better ore grades in the concentrates received. Lead

production was 2.2% lower, due to lower ore grades in

the concentrates received and the lower volume treated

in the Smelter, while zinc production rose 1.6%, due to

higher volume and better ore grades in the concentrates

received at the electrolytic zinc plant.

In the chemicals business, sodium sulfate production

al-most equaled that of the previous year. In addition,

con-struction of the plant II was successfully completed, which

will increase production capacity by 150,000 tons of

so-dium sulfate annually, enabling us to satisfy the needs of

the domestic market and to grow exports.

Magnesium sulfate, used as a fertilizer, generated extraordinary volumes of

production and sales for the second consecutive year, with good demand

from the agricultural sector. Magnesium oxide had mixed results, with annual

production records in hydroxide and electrical grade, while refractory grade

recorded lower production volume, as part of the strategy to diversify into

higher margin products.

Moreover, we continue taking firm steps in our permanent commitment to

sus-tainability and cost reduction, and in our strategy of energy self-sufficiency

using renewable sources. In this regard, we entered into a 25-year supply

agreement with the Portuguese company

Electricidad de Portugal Renovables

(EDPR) to provide the operations with the energy generated by a wind farm that

will be developed in the state of Coahuila, at a very competitive cost. This

proj-ect will have 180 MW of installed capacity and will become operational in 2016.

Among our initiatives regarding electricity, self-supplied power feeding the

op-erations was 84.8%, less than the 89.3% in the previous year due to increased

demand from the startup of the dynamic leaching plant at Herradura, a full

year of operations at Velardeña, and the construction of Saucito II. The

aver-age unit cost of these sources was US¢7.57 per kWh, 26.0% less than the rate

we would have paid to the Federal Electricity Commission, generating savings

of US$69.2 million in operating costs for the year.

In financial results, gross sales, excluding hedging results, decreased 6.7%

from 2013, to $61,022.0 million. Hedging transactions on metal prices and

exchange rates, which are used to reduce EBITDA volatility, generated a profit

of $533.6 million, 53.9% lower than the year ago figure. Following its

acquisi-tion of 44% of the Penmont joint venture, our Fresnillo plc subsidiary initiated

a partial hedging program to protect the value of its investment, limited to the

portion that was acquired. As a result, net sales (including hedging results)

totaled $61,555.6, a variation of -7.5% from the previous year.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(20)

The cost of sales was $45,483.8 million, 5.4% lower, in

large measure because of the lower cost of metal

pur-chased due to a decrease in gold and silver prices, as

well as lower volumes of lead and zinc mineral purchased

from third parties to supplement intake at the metallurgical

complex. Production costs increased, on the one hand

because of increases for various inputs, and on the other,

because of higher operating levels, especially mining.

Operating expenses were 2.5% lower, primarily in

explora-tion. EBITDA of $15,082.4 million and operating income of

$8,546.0 million declined 7.1% and 20.5%, respectively. An

extraordinary expense of $1,106.8 million was recorded

with the signing of a conclusive agreement by the

Met-Mex-Peñoles subsidiary with the Tax Administration

Ser-vice to the Office of the Taxpayer Advocate (PRODECON

for its Spanish acronym), due to differences in the

inter-pretation of certain tax provisions, mainly on the matter of

Value Added Tax; this agreement terminated the tax audits

of 2009-2012. In addition, higher financial expenses were

incurred given the full year of interest payments to holders

of Fresnillo plc bonds (US$800 million), which were issued

in November 2013.

Net income for the year of $1,199.1 million was 74.8%

low-er than in the previous year.

At Peñoles, we know that our most valuable resource is our people. Thus

their health and wellbeing are our priority. We remain committed to, and will

never cease, strengthening a culture of safety through ongoing training and

in-creased supervision of the operating units. Labor negotiations with the various

unions were held in a cordial and respectful manner and in an atmosphere of

mutual cooperation. This contributed to the continuity of our operating units

and promoted a productive labor environment.

Furthermore, we have made important progress in the human resources

strat-egy to attract, retain and develop personnel with the most talent and potential.

Since the implementation of the strategic plan, we know that having the right

people for growth is a key element in making Peñoles as great as its people.

That is why, as part of our efforts to promote ethical conduct and living our

values, we started conducting workshops on these topics throughout the

or-ganization.

I would like to extend my appreciation for the trust, invaluable support and

clear direction provided by the Chairman, members of the Board of Directors

and Executive Committee members. I also thank our employees for their

tre-mendous efforts, dedication and commitment in the face of the difficulties we

overcame in 2014, and the prospect of greater challenges ahead. I am certain

they will continue to give the best of themselves.

Fernando Alanís Ortega

Chief Executive Officer

(21)

Consistency in our strategy of prudent

investment and long-term organic

growth is essential to addressing the

inherent cyclicality of the industry in a

changing environment.

$15,082.4 million,

EBITDA TOTALED

WITH A MARGIN OF 24.5% OVER SALES,

STABLE IN RELATION TO 2013

TOTAL VOLUME OF MINERAL

MILLED AND DEPOSITED WAS

53.6 MILLION TONS,

MORE THAN IN 2013

CONSTRUCTION

WAS COMPLETED

AT THE SODIUM

SULFATE PLANT II,

WHICH INCREASED

PRODUCTION

CAPACITY BY

THOUSAND

TONS

CONTENTS AT

MILLION OUNCES

MILLION IN THE YEAR

INVESTMENT IN SOCIAL

SUPPORT WAS

$104.7

SILVER

54.4

150

12.2%

INVESTMENTS IN FIXED

ASSETS AND EXPLORATION

TOTALED

$11,964.1

MILLION

AN ANNUAL RECORD

WAS SET IN THE

PRODUCTION OF

AN AGREEMENT WAS SIGNED

WHEREBY WE WILL RECEIVE THE

ENERGY TO BE PRODUCED BY A

WIND FARM IN COAHUILA, WITH

OF INSTALLED CAPACITY

180 MW

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(22)

IN THE DIFFICULT ENVIRONMENT OF 2014,

WE FOCUSED ON MAINTAINING DISCIPLINE

AND INCREASING THE PRODUCTIVITY AND

EFFICIENCY OF THE OPERATIONS, WHICH

HAD SOLID PERFORMANCE.

(23)

INVESTMENTS

(millions of US dollars)

Main allocation 2014 2013

EXPLORATION In operating mines and in portfolio projects at different stages of development. 216.3 274.9

MINES Amortizable mine works, construction of projects, new tailings dams and various fixed assets. 592.5 745.7

METALS Elimination of interferences for zinc expansion, replacement of fixed assets, several constructions and building improvements. 46.3 63.5

CHEMICALS Construction of the plant to expand production capacity of sodium sulfate. Replacements and

improvement of furnaces. 31.6 35.9

ENERGY Various components and replacement parts at Fuerza Eólica del Istmo. 1.3 3.3

OTHERS 8.7 5.2

TOTAL 896.8 1,128.5

Access ramps into the Rey de Plata polymetallic mine, Guerrero, currently under construction.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(24)

The exploration of proprietary projects plays a key role in the

growth strategy of Peñoles; therefore we continuously invest

in these activities, with the aim of identifying opportunities

that will allow us to develop new mines in Mexico, Peru and

Chile, primarily. We have a team of highly specialized

geolo-gists engaged in the exploration, detection and evaluation of

mining projects, as well as the analysis of third party owned,

early stage development projects that may be of interest to

Peñoles.

In the last five years Peñoles has invested a total of US$1,117.1 million,

re-sources that have provided us with a large portfolio of prospects and projects

in various stages of development. Due to the significant drop in prices for

most metals in 2014, investment in exploration (including operating mines)

was US$216.3 million, 21.3% below the previous year. This investment,

how-ever, was sufficient, selective and directed at the projects with the greatest

potential, in line with the goals set out in our strategic plan.

The Peñoles and Fresnillo exploration teams drilled 76,300 meters on ten

projects located in Mexico, Peru and Chile. In addition, geological work and

assessments were performed in 42 potential areas, in preparation for

subse-quent stages of direct exploration.

Exploration at La Industria. Around the Velardeña unit, Durango.

(25)

The results of the main projects were as follows:

LOS HUMOS (COPPER)

Location: Caborca, Sonora

2014 investment: US$2.8 million

In Los Humos disseminated copper project, a total of

8,250 meters of drilling took place. Metallurgical analyses

are currently underway based on a thorough sampling of

the areas initially drilled and quantified, whose results will

be determinant in defining the mineral resources.

Drill-ing was also conducted in five surroundDrill-ing areas where

geophysical and geochemical studies indicated the

pos-sibility of finding new ore bodies. In 2015, detailed

drill-ing is expected to take place in these areas in order to

consolidate sufficient mineral resources to determine the

feasibility of a new mining project.

LA INDUSTRIA (POLYMETALLIC)

Location: Cuencamé, Durango

2014 investment: US$2.3 million

At this lead, zinc and silver project adjacent to the new Velardeña mine, 14,670

meters were drilled, defining attractive vein sectors for generating mineral

re-serves that could complement production at Velardeña.

Others

Adjoining the Milpillas copper mine in Sonora, 16,650 meters were drilled,

which identified an expansion of deep ore bodies with an estimated potential

of 6 to 12 million tons of mineral that could be an important contribution to the

reserves of the mine. Depending on the extent of the new ore body, a

quanti-fication of resources is expected to take place in 2015.

Detailed exploration and drilling work was conducted at the San Juan de

Gua-dalupe, Palmira, Aporo, Leon and La Dicha prospects in Mexico, with the aim

of identifying mineralized copper and polymetallic zones that would justify the

creation of new mining projects. Surveying was reinforced and work intensified

on potential bands, in order to maintain and grow the portfolio of prospects in

support of generating new mining projects in the future.

International exploration

At the Racaycocha copper-molybdenum project in Peru, 7,590 meters of

geo-technical drilling took place to support the design of a possible pit, as well as

various geo-hydrological and engineering studies. Moreover, mineral

resourc-es were quantified with the rresourc-esults submitted to an external audit that certified

the quality of the processes used and the reliability of the results.

An important advance in the consolidation of this project was the

acquisi-tion of neighboring concessions from the Canadian company Duran Ventures,

which included El Águila project (copper-molybdenum), and other small

own-ers, increasing the potential areas for exploration. Thus, the Racaycocha

proj-ect today includes concessions covering 28,000 hproj-ectares of land fertile for

exploration, always within the framework of harmonious relations and

collabo-ration with the communities.

Continuous exploration remains a pillar of our organic growth strategy.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(26)

In Chile, 7,920 meters were drilled at La Laguna and

Nicolé copper projects, where results merit follow up.

Geological and geophysical work began at the Llancahue

copper prospect, under an exploration contract with Coro

Mining Company with a purchase option. In addition, an

intense campaign of surveying and evaluation of more

than 40,000 hectares of concessions in this country is

underway.

Fresnillo plc

Fresnillo plc’s exploration programs continued in the Herradura (Sonora),

Fres-nillo (Zacatecas) and Ciénega (Durango) districts. Drilling was also conducted

at Rodeo (Durango), where boreholes increased the area of gold oxide

min-eralization, and in Guanajuato, where economic silver ore grades intersected.

Additional mineralized intersections were identified at Centauro Deep

(Sono-ra), Orisyvo (Chihuahua) and Pilarica (Peru).

Moreover, Fresnillo exercised its option to acquire 100% of the Candameña

gold-silver project in Chihuahua, given the consistency of results from

explora-tion activities underway since 2010. Drilling activities resumed on this open

pit project.

Attractive mineralized sectors intersected at La Industria, Durango.

(27)

Exploration is strategic for replenishing and increasing reserves for the mines in operation. Tizapa mine, State of Mexico.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(28)

0 10 20 30 40 50 60 70 80 Producciones MINAS PLOMO LEAD (thousands of tons) 2010 2011 2012 2013 2014 62.1 62.5 67.8 76.1 0 100 200 300 400 500 600 700 800 Producciones MINAS ORO GOLD (thousands of ounces) 2010 2011 2012 2013 2014 569.1 686.2 718.6 648.0 0 50 100 150 200 250 300 Producciones MINAS ZINC ZINC (thousands of tons) 2010 2011 2012 2013 2014 181.1 182.4 182.2 214.2 0 10 20 30 40 50 60 Producciones MINAS PLATA SILVER (millions of ounces) 2010 2011 2012 2013 2014 50.0 49.3 49.1 52.2 0 5 10 15 20 25 30 Producciones MINAS COBRE CATODICO COPPER CATHODES (thousands of tons) 2010 2011 2012 2013 2014 21.8 26.4 23.2 22.8

MINING

PRODUCTION

0 3 6 9 12 15 Producciones MINAS COBRE COPPER* (thousands of tons) 2010 2011 2012 2013 2014 14.2 13.9 10.6 10.7

*Does not include copper cathodes

Mineral production was higher for most metal contents.

633.4

-2.3% vs 2013

54.4

+4.3% vs 2013

265.7

+24.1% vs 2013

79.8

+4.8% vs 2013

11.3

+5.2% vs 2013

26.1

+14.2% vs 2013

(29)

FINANCIAL HIGHLIGHTS

2010 2011 2012 2013 2014 Net sales 26,220 38,555 39,288 30,294 29,848 Gross profit 16,086 24,950 22,236 12,305 10,283 % of sales 61.3% 64.7% 56.6% 40.6% 34.5% EBITDA 12,769 25,607 21,270 11,955 11,323 % of sales 48.7% 66.4% 54.1% 39.5% 37.9% Operating profit 14,685 22,406 16,856 7,447 5,824 % of sales 56.0% 58.1% 42.9% 24.6% 19.5%

Note: Unaudited figures expressed in millions of pesos.

Figures represent the sum of the separate financial statements of the operating companies in the Mining Division without corporate fees.

The Velardeña unit, in Durango, is the second largest producer of zinc nationwide.

MINING

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(30)

CONTRIBUTION BY MINE

633,359

GOLD ounces (%) 41.9 Herradura 20.4 Noche Buena 17.1 Ciénega 9.0 Saucito 5.6 Fresnillo 4.9 Tizapa 1.1 Others

PARTICIPACION POR MINA ORO Herradura 41.9% Noche Buena 20.4% Ciénega 17.1% Saucito 9.0% Fresnillo 5.6% Tizapa 4.9% Velardeña 0.9% Naica 0.1% Bismark 0.0% Madero 0.0% Sabinas 0.0% Milpillas 0.0% Soledad & Dipolos 0.0%

79,758

LEAD tons (%) 24.7 Naica 17.4 Fresnillo 14.7 Madero 12.5 Saucito 9.1 Tizapa 9.1 Sabinas 5.9 Ciénega 5.2 Velardeña 1.4 Bismark

PARTICIPACION POR MINA PLOMO Naica 24.7% Fresnillo 17.4% Madero 14.7% Saucito 12.5% Tizapa 9.1% Sabinas 9.1% Ciénega 5.9% Velardeña 5.2% Bismark 1.3% Herradura 0.0% Milpillas 0.0% Soledad & Dipolos 0.0% Noche Buena 0.0%

54.4

SILVER million ounces (%) 36.9 Fresnillo 28.3 Saucito 10.0 Tizapa 8.5 Sabinas 7.5 Ciénega 3.4 Naica 1.6 Madero 3.8 Others

PARTICIPACION POR MINA PLATA Fresnillo 36.9% Saucito 28.3% Tizapa 10.0% Sabinas 8.5% Ciénega 7.5% Naica 3.4% Madero 1.6% Velardeña 1.5% Herradura 1.2% Bismark 0.8% Noche Buena 0.2% Milpillas 0.0% Soledad & Dipolos 0.0%

265,712

ZINC tons (%) 31.6 Velardeña 16.0 Madero 15.4 Tizapa 14.3 Bismark 5.8 Naica 5.7 Fresnillo 4.9 Sabinas 4.0 Saucito 2.3 Others

PARTICIPACION POR MINA ZINC Velardeña 31.6% Madero 16.0% Tizapa 15.4% Bismark 14.3% Naica 5.8% Fresnillo 5.7% Sabinas 4.9% Saucito 4.0% Ciénega 2.3% Herradura 0.0% Milpillas 0.0% Soledad & Dipolos 0.0% Noche Buena 0.0%

37,331

COPPER tons (%) 69.8 Milpillas 16.7 Sabinas 5.3 Bismark 4.2 Velardeña 2.1 Tizapa 1.9 Madero

PARTICIPACION POR MINA COBRE Milpillas 69.8% Sabinas 16.7% Bismark 5.3% Velardeña 4.2% Tizapa 2.1% Madero 1.8% Ciénega 0.0% Herradura 0.0% Fresnillo 0.0% Naica 0.0% Soledad & Dipolos 0.0% Saucito 0.0% Noche Buena 0.0%

* Copper cathodes 26,051 tons

TOTAL PRODUCTION

Control room. Sabinas unit, Zacatecas.

(31)

Peñoles directly operates seven underground mines in

Mexico that produce zinc, lead and copper concentrates,

and copper cathodes. Our mines position us as the

coun-try’s leading producer of zinc contents and the second

largest in lead. In addition, we consolidate the results of

Fresnillo plc, a subsidiary in which we maintain a 75%

eq-uity stake, and which has three underground mines and

three open pit mines that produce mainly gold and silver

concentrates, doré, precipitates and other materials.

The mining operations had solid performance in 2014,

and as a result, production of most metals increased

compared to 2013. The volumes of ore milled and

depos-ited totaled 13.3 and 40.3 million tons, 10.5% and 12.8%

higher, respectively, than in the previous year.

Production of metal contents in 2014 and their variation

with respect to 2013 (including 100% of the production of

Fresnillo plc) was as follows:

Gold:

633,359 ounces (-2.3%)

Silver:

54.4 million ounces (+4.3%), record

Lead:

79,758 tons (+4.8%)

Zinc:

265,712 tons (+24.1%)

Copper:

11,280 tons (+5.2%)

Copper cathodes:

26,051 tons (+14.2%)

The decline in gold production was due to the stoppage of operations at

the Soledad-Dipolos mine in mid-2013 and the temporary suspension of the

explosives permit at Herradura due to a communal conflict that halted

opera-tions at this mine in the second half of 2013, and where operaopera-tions resumed

in late March 2014. The higher volume of ore processed at Noche Buena and

Saucito helped offset the lack of production at Soledad-Dipolos.

A NEW ANNUAL RECORD WAS SET IN SILVER

PRODUCTION THANKS TO HIGHER VOLUMES TREATED

AND BETTER ORE GRADES AT SAUCITO AND SABINAS,

AND TO A LESSER EXTENT, THE CONTRIBUTION OF

THE VELARDEÑA, HERRADURA AND NOCHE BUENA

UNITS, WHERE HIGHER VOLUMES OF ORE WERE

PROCESSED, WITH BETTER ORE GRADES AND

RECOVERIES.

The increase in lead production came mainly from Saucito and Velardeña due

to higher volumes processed, and better ore grades and recoveries, followed

by Madero with higher ore grades and metallurgical recovery.

Zinc volume increased significantly, driven by higher volumes milled and better

ore grade at Velardeña, which reached capacity after one year of operation

and even exceeded milling expectations.

The increase of copper contents in concentrates was due to greater production

at Velardeña, Madero and Bismark, while copper cathodes produced at

Milpil-las had a very favorable change due to better ore grades in the rich solution,

which shortened the recovery period, as well as higher volumes deposited on

the leaching pads.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(32)

Highlights from the mining units

VELARDEÑA

(zinc)

Ownership: 100% Peñoles

In operation since May 2013

Location: Cuencamé, Durango

Installed capacity: 1.9 million tons milled/year

PRODUCTION

Contents

2014 2013 % Var.

Ore milled (kton) 2,003 1,160 72.7

Gold (oz) 5,443 1,882 189.4

Silver (koz) 831 366 127.0

Lead (ton) 4,144 1,761 135.4

Zinc (ton) 83,968 41,197 103.8

Copper (ton) 1,573 687 128.9

kton = thousands of metric tons, oz = ounces, koz = thousand ounces, ton = metric tons.

Velardeña completed its first year of operation in May 2014. It is Peñoles’

larg-est zinc mine and the second larglarg-est at the national level; thanks to Velardeña,

the state of Durango rose from seventh to third place nationally in the

produc-tion of zinc.

This mining unit had very favorable performance during the year, as it

sur-passed design capacity in milling and processing, increasing from 7,000 to

8,000 tons per day, which contributed, along with better ore grades, to higher

production of all metal contents. Recoveries were also higher for silver, lead

and copper.

Among the investments made, of particular note was the construction of a

new tailings dam at an investment of US$10 million, which will have capacity

to store seven years of tailings. Studies were undertaken on freeboard

con-struction for the current dam to increase capacity by three years. In addition,

US$830,000 was invested to incorporate the expert system in the milling and

flotation operations of the concentrator plant in order to optimize metallurgical

recoveries, and an additional US$370,000 in a traffic control system for the

ore hauling operations.

Moreover, we implemented the LabWare LIMS management system at the

unit’s laboratory, which increases the accuracy of the chemical analyses of

mineral samples.

(33)

TIZAPA

(polymetallic: zinc-lead-copper-silver-gold)

Ownership: 51% Peñoles, 39% Dowa Mining and 10%

Sumitomo Corporation

In operation since 1994

Location: Zacazonapan, State of Mexico

Installed capacity: 800 thousand tons milled/year

PRODUCTION

Contents

2014 2013 % Var.

Ore milled (kton) 860 843 2.1

Gold (oz) 31,311 34,516 -9.3

Silver (koz) 5,442 5,409 0.6

Lead (ton) 7,283 7,414 -1.8

Zinc (ton) 40,978 38,730 5.8

Copper (ton) 792 973 -18.6

TIZAPA CELEBRATED ITS TWENTIETH

ANNIVERSARY AND THREE CONSECUTIVE YEARS

OF BREAKING RECORDS IN PRODUCTION,

MILLING AND PROCESSING MINERAL, THANKS TO

THE DEDICATION AND EFFORTS OF ITS PEOPLE

AS WELL AS INVESTMENTS MADE IN EQUIPMENT

AND TECHNOLOGY.

The higher volumes contributed to the growth in production of silver and zinc

metal contents, along with improved recoveries. This was not the case for

gold, lead and copper, whose production was lower due to lower ore grades

in the mineral processed.

In February, the new metallurgical laboratory started up operations at this unit,

as part of a program to modernize the laboratories at all the mines. Also, a

die-sel maintenance workshop started up inside the mine in August, to increase

the availability and utilization of equipment.

Night view. Tizapa unit, State of Mexico.

2014 ANNUAL REPORT_AS GREAT AS OUR PEOPLE

(34)

FRANCISCO I. MADERO

(zinc)

Ownership: 100% Peñoles

In operation since 2001

Location: Morelos, Zacatecas

Installed capacity: 2.7 million tons milled/year

PRODUCTION

Contents

2014 2013 % Var.

Ore milled (kton) 2,237 2,293 -2.5

Silver (koz) 880 1,083 -18.8

Lead (ton) 11,731 10,332 13.5

Zinc (ton) 42,485 43,060 -1.3

Copper (ton) 682 557 22.3

MADERO IS ONE OF THE LARGEST ZINC MINES

IN MEXICO. THE VOLUME OF ORE MILLED WAS

LOWER THAN IN THE PREVIOUS YEAR DUE TO

THE HARDNESS OF MINERAL COMING FROM THE

STOPES BEING EXPLOITED AT THE START OF THE

PERIOD. IN LIGHT OF THIS SITUATION, SEVERAL

ACTIONS WERE TAKEN, THE MOST IMPORTANT

OF WHICH WAS AN INCREASE IN THE SIZE OF

THE BALLS IN THE SAG MILL, WHICH HELPED

INCREASE THE RATE OF MILLING FROM 7,000 TO

7,350 TONS PER DAY.

The lower volume of ore processed negatively affected the production of silver

contents, as did lower ore grade and recovery. In contrast, production of lead,

zinc and copper offset the shortfall in volume with better grades and

metal-lurgical recoveries.

In 2014 development continued on the Madero Deep project, which will

al-low access to thirteen million tons of proven mineral reserves with higher ore

grades of silver and zinc, thus ensuring operational continuity. Work was

con-ducted on infrastructure for ventilation, pumping and backfilling for three new

deep ore bodies, with a total advance of 995 meters on the three main ramps.

Construction of the No. 2 tailings dam was also completed in its first phase

(cell 1), with storage capacity for five years and an investment of US$4.6

mil-lion. The full project comprises four cells to deposit tailings from approximately

thirteen years of operation. In addition, the third phase of extraction via DPM

mining method (Double Post Mining) was initiated, which is safer and more

efficient; 11,816 tons were extracted using this system.

Panorama. Madero unit, Zacatecas.

References

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