AS GREAT AS OUR PEOPLE 2014 ANNUAL REPORT

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1 AS GREAT AS OUR PEOPLE 2014 ANNUAL REPORT

2 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. CONTENTS Business Model Financial Highlights COMPANY PROFILE Peñoles, founded in 1887, is a mining group with integrated operations in smelting and refining non-ferrous metals and producing chemicals. Peñoles is the world s top producer 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 Exchange 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 Mexican 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 investment option, with growth and profitability. Form strategic partnerships with our clients, offering integral 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, because 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 natural 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). Letter to Shareholders Letter to the Board of Directors Review of Operations Exploration Mining Metals Chemicals Energy and Technology Our People Corporate Governance Management 71 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. Board of Directors Management Discussion and Analysis Report of the Audit and Corporate Governance Committee Shareholder Information Consolidated Financial Statements and Notes

3 01 CORPORATE STRUCTURE Industrias Peñoles, S.A.B. de C.V. Fresnillo plc (1) Minas Peñoles Química Magna Infraestructura Peñoles 75% 100% 100% 100% Minera Fresnillo (100%) Minera Penmont (100%) Minera Mexicana La Ciénega (100%) Minera Saucito (100%) Comercializadora de Metales Fresnillo (100%) Exploraciones Mineras Parreña (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 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%) Metalúrgica Met-Mex Peñoles (100%) Magnelec (Química del Rey) (100%) Fertirey (100%) Aguas, Servicios e Inversiones de México (ASIM) (50%) 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 MINING Personnel: 6,667 Investment in 2014: US$592.5 million METALS Personnel: 2,386 Investment in 2014: US$46.3 million CHEMICALS Personnel: 707 Investment in 2014: US$31.6 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 PROVEN AND PROBABLE RESERVES Gold: 10.0 million ounces Silver: 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 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 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

4 02 OPERATIONS LOCATION PERU CHILE 5 Night view. Bismark unit, Chihuahua. 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).

5 03 BUSINESS MODEL Our vertically integrated operations comprise a polymetallic portfolio from exploration through production of refined metals and additional value-added products. 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 sustainable development initiatives, talented personnel, a healthy capital structure and strong corporate governance practices distinguishes Peñoles and enables us to add long-term value for our shareholders. THE COMPLETE METALS VALUE CHAIN Corporate Governance Exploration 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. Mines Exploitation and benefication of minerals with metallic contents of gold, silver, lead, zinc and copper. Replenishment and increase of reserves. Operational excellence, cost control. Metals - Chemicals Smelting and refining non-ferrous metals. High purity refined metals. By-products. Inorganic chemical products. Marketing 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. Infrastructure, Technology & Innovation Sustainability

6 04 FINANCIAL HIGHLIGHTS % Var. Net sales (1) 61,555,607 66,550, Gross profit 16,071,811 18,464, Exploration expenses 2,879,181 3,498, EBITDA (2) (3) 15,082,400 16,243, Operating profit (3) 8,545,978 10,748, Controlling interest in net income 1,199,128 4,760, Capital expenditures 9,084,928 10,905, Cash and investments (4) 15,596,703 19,720, Property, plant and equipment, net 53,788,912 46,481, Total assets 98,452,629 93,027, Total long-term debt (5) 22,312,405 19,806, Total liabilities 42,509,932 37,618, Total stockholders equity 55,942,697 55,409, Shares outstanding at year-end 397,475, ,475,747 - Earnings per share Dividends per share (6) Share price at year-end 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, Electrolysis area. Milpillas unit, Sonora.

7 05 FINANCIAL HIGHLIGHTS VENTAS UAFIDA INVERSION ACTIVOS FIJOS SALES* (millions of US dollars) EBITDA (millions of US dollars) CAPITAL 0 EXPENDITURES (millions of US dollars) , , , , , , , , * Not including hedging results 4, , % vs % vs % vs 2013 DEUDA TOTAL / CAPITALIZACION TOTAL UAFIDA / INTERESES 10% 20% 30% 40% % of sales UAFIDA / DEUDA TOTAL TOTAL 0 DEBT / TOTAL 10 CAPITALIZATION (%) EBITDA 0 / 10 INTERESTS (times) EBITDA 0 / TOTAL 1 DEBT (times) VALOR DE CAPITALIZACION MARKET 0 CAPITALIZATION (millions of US dollars) METALES PRECIOSOS ORO PLATA PRECIOUS METALS PRICE INDICES (December 2010 = 100) 200 BASE METALS PRICE INDICES (December 2010 = 100) 140 METALES BASE PLOMO ZINC COBRE , , , , % vs , Gold Silver Lead Zinc Copper

8 06 FINANCIAL HIGHLIGHTS ventas por producto 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 mercado Geographic SALES $61,555.6 (%) 19.1 Mexico 80.9 International ventas por exportacion 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 totales minas SALES $34,892.1 MINES* (%) 36.8 Silver 29.3 Gold 18.7 Zinc 9.5 Copper 5.7 Lead ventas totales metales SALES $51,699.9 METALS* (%) 39.4 Gold 36.2 Silver 13.3 Zinc 7.6 Lead 3.5 Others ventas totales quimicos SALES $2,725.6 CHEMICALS (%) 46.8 Sodium Sulfate 26.5 Magnesium Oxide 17.8 Ammonium sulfate 5.1 Magnesium Sulfate 3.8 Others *Treatment charges / deductions not included *Bal Holdings is not included estructura del costo de produccion 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 Note: Figures expressed in millions of pesos.

9 07 FINANCIAL HIGHLIGHTS KEY METALS AND MAIN USES* usos oro GOLD (%) 74.5 Jewelry 12.7 Medals and coins 8.8 Electronics 2.9 Industrial 1.1 Dentistry Source: GFMS Gold Survey 2014 usos plata usos plomo SILVER (%) 54.3 Industrial 23.0 Jewelry and silverware 22.7 Medals and coins LEAD (%) 80.9 Batteries 19.1 Others The Bismark unit is among the five largest zinc mines in the country. usos zinc Source: World Silver Survey 2014 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 Source: Wood Mackenzie, 4Q-2014 Global Zinc Long Term Outlook usos cobre 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 Source: Wood Mackenzie, 4Q-2014 Global Copper Long Term Outlook PEÑOLES SPECIFICATIONS Silver: Gold: Lead: Zinc: 99.99% purity (minimum) 99.99% purity (minimum) 99.97% purity (minimum) % purity (minimum) Special High Grade % purity (minimum) High Grade % purity (minimum) Prime Western * Note: Financial investment demand is not included. Copper: 99.99% purity (minimum) Grade A cathodes

10 08 FINANCIAL HIGHLIGHTS PRICES Cotizaciones METALES (Carta Director General) ORO GOLD 0 (LONDON) (US$/ounce) Cotizaciones METALES (Carta Director General) PLATA SILVER 0 (COMEX) (US$/ounce) , , , , Cotizaciones METALES (Carta Director General) PLOMO 1, % vs Cotizaciones METALES (Carta Director General) ZINC % vs 2013 LEAD 0(LME) (US /pound) ZINC 0 (LME 20SHG) (US /pound) % vs 2013 Cotizaciones METALES (Carta Director General) COBRE % vs 2013 COPPER 0 (LME) (US /pound) Silver ingot. Met-Mex Refinery, Coahuila % vs

11 09 INDUSTRIAS PEÑOLES, S.A.B. DE C.V. ANNUAL REPORT OF THE BOARD OF DIRECTORS to the Shareholders Meeting, corresponding to fiscal year 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 economic conditions were adverse. Precious metal prices 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.

12 10 LETTER TO SHAREHOLDERS Along with the unfavorable international metals market, the domestic industry has had to face the pressures generated by a rise in energy costs when in contrast, international 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 million ) in mining rights surface, special and extraordinary 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, compared to the international price. Clearly, the domestic mining industry has lost much of its competitiveness. With more than a century of history, Peñoles has successfully weathered many difficulties and has overcome great challenges. The consistency of our strategy of prudent 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 dedication 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 controlling costs and expenses and rationalizing our investments. Thus, with a view beyond the annual cycle, we carefully allocated capital resources to sustain and achieve operational productivity, develop strategic projects and acquisitions, as well as to vital exploration, technological development, 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 enable 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 totaled $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 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 Herradura, Soledad-Dipolos and Noche Buena gold mines in the state of Sonora, as well as advanced exploration projects. Through this US$450 million transaction, 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 sustained long-term growth.

13 11 LETTER TO SHAREHOLDERS At Peñoles we seek to establish harmonious and mutually beneficial relationships with the communities where we operate, and want to ensure a proactive approach. Therefore our community investment is also a priority: we continued and will continue to actively support community development through the creation of good jobs, construction of schools, roads and infrastructure, and promotion 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 America. 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 Soledad-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 recoveries 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; however, lower demand from the domestic market due the economic situation affected 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 generated 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 energy generated by this park at very competitive costs.

14 12 LETTER TO SHAREHOLDERS After a thorough analysis, the Executive Committee approved 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 position 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 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, totaling $ 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 declared in The debt to EBITDA ratio was 1.4 times at year end, with sufficient cash to cover operational, strategic and financial needs for the medium term. Thanks to efforts to control costs and expenses, and despite lower sales and inflation for several of our inputs, EBITDA margin on sales remained stable (24.5%) compared to the previous year (24.4%). However, due to certain differences in the interpretation of tax provisions, the Metalúrgica Met-Mex-Peñoles subsidiary recorded an extraordinary expense of $1,106.8, after signing a conclusive agreement with the Tax Administration Service through the Office of Taxpayer Defense (PRODECON, for its Spanish acronym), which terminated the tax audits for the years 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 recommended in the Code of Best Corporate Practices. The Board met four times in 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 Corporate 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 13 LETTER TO SHAREHOLDERS Submitted herein for the consideration of this Shareholders 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 accounting policies and new accounting pronouncements, which were audited by the external auditors and made part of this Report. In the opinion of the Board of Directors, the Report presented to this Shareholders Meeting by the Chief Executive Officer reasonably reflects the financial position and results of the company, as well as the key developments of the business during In accordance with policies, the performance of senior executives is evaluated annually. The Nomination, Evaluation and Compensation 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 salary 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 valuable contributions, and you, dear shareholders, for continuing to place your confidence in us. Alberto Baillères Chairman of the Board of Directors

16 14 LETTER TO THE BOARD OF DIRECTORS 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 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 environment 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 15 LETTER TO THE BOARD OF DIRECTORS In contrast, there was a deceleration in the economy of China, the world s largest consumer of metals. Furthermore, 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 implemented 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 (approximately 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 environment 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 affecting employment or the development of strategic projects. We focused on maintaining operational discipline and increasing the productivity and efficiency of operations, showing solid performance. Following are the operating highlights of 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 operating mines. Exploratory drilling 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 certainty 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, drilling activities intersected attractive sectors to generate reserves that could be added to the mining unit. Close to the Milpillas copper mine in Sonora, drilling 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 At the Racaycocha copper-molybdenum project in Peru, resources were quantified and the results were endorsed by a recognized external auditor. Geotechnical 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.

18 16 LETTER TO THE BOARD OF DIRECTORS At Fresnillo plc, exploration activities resulted in mineralized intersections at Centauro Deep (Sonora), Orisyvo (Chihuahua) and Pilarica (Peru), and additional drilling equipment was provided to the gold and silver exploration programs at Bellavista and Tajitos (Herradura Corridor in Sonora), Rodeo (Durango), Fresnillo (Zacatecas) and Guanajuato (Guanajuato). The company also exercised its option to acquire 100% of the Candameña goldsilver project (Chihuahua), in which it has invested US$16 million since 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 activities 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 Notably, Velardeña exceeded 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 thousand tons, mainly 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 contained in concentrates surpassed the previous year by 5.2% due to higher volumes 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 mining operations are suspended at this unit. Every effort is being 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 mechanized equipment for the interior of the mines as part of strengthening safety in the operations. At Velardeña an expert system was installed to optimize recoveries. 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 preparation 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 17 LETTER TO THE BOARD OF DIRECTORS At our Fresnillo plc subsidiary, the dynamic leaching plant at Herradura started up operations, which will increase gold production. In addition, construction was successfully completed and operations started up at the Saucito II silver project in Zacatecas, and development continued at the new San Julián silver and gold mining unit in Chihuahua, which is expected to start operations in the fourth quarter of 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 almost equaled that of the previous year. In addition, construction of the plant II was successfully completed, which will increase production capacity by 150,000 tons of sodium 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 sustainability 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 project will have 180 MW of installed capacity and will become operational in Among our initiatives regarding electricity, self-supplied power feeding the operations 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 average 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 acquisition 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.

20 18 LETTER TO THE BOARD OF DIRECTORS The cost of sales was $45,483.8 million, 5.4% lower, in large measure because of the lower cost of metal purchased 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 exploration. 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 Service to the Office of the Taxpayer Advocate (PRODECON for its Spanish acronym), due to differences in the interpretation of certain tax provisions, mainly on the matter of Value Added Tax; this agreement terminated the tax audits of 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 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 increased 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 strategy 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 organization. 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 tremendous 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. Net income for the year of $1,199.1 million was 74.8% lower than in the previous year. Fernando Alanís Ortega Chief Executive Officer

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