Fresnillo plc's Executive Committee

107Directors’ Indemnities and InsuranceThe Company has entered into deeds of indemnity with each Director in respect of proceedings broughtby third parties and pension scheme liabilities subject to the conditions set out in the Companies Act 2006.The Company has purchased Directors’ & Officers’ Liability insurance. All of these arrangements remain inplace at the date of this report.Significant Relationships and AgreementsSection 417(5) of the Companies Act 2006 requires the Company to disclose information on contractual orother arrangements which are essential to the business of the Company.These ‘significant relationships’ are described in the Strategic Resources section of the Business Review onpages 20-21. Details of the agreement between Peñoles and the Company (the Relationship Agreement) canbe found on page 98 in the Corporate Governance Report.Change of Control – Significant AgreementsAs required by Section 992 of the Companies Act 2006, the following represents the likely effect on significantagreements with the Company were it to be subject to a change of control:• The Penmont (Herradura) and MAG Silver (Juanicipio) agreements each contain provisions ensuring thatthe respective interests of the shareholders in these respective companies may be transferred in accordancewith their respective bye-laws subject to preferential rights of existing shareholders.• The New Services Agreement contains a discretionary provision for Servicios Administrativos Peñoles, S.A.de C.V to terminate the agreement should they so wish if there was a change of control of Fresnillo plc.• There are no formal “change of control” provisions within the Silverstream Contract or Met-Mex Arrangements.• The Group’s mining concessions are held by several of its Mexican subsidiary companies. As long as thecompanies holding the mining concessions remain Mexican resident companies, there are no provisionswithin the concession agreements which would be triggered by a change of control of the Company.The Company does not have any agreements with any Non-executive Director, Executive Director or employeethat would provide compensation for loss of office or employment resulting from a takeover.Articles of AssociationAny amendments to the Articles of Association of the Company may be made by Special Resolution ofthe shareholders.Share Capital – Structure, Rights and RestrictionsDetails of the Company’s share capital are set out in note 20 to the Financial Statements on page 144.The Company has two classes of share capital 717,160,159 ordinary shares of US $0.50 (Ordinary Shares)and 50,000 deferred shares of £1.00 each (Sterling Deferred Shares). The Ordinary Shares are listed on theLondon Stock Exchange and the Mexican Stock Exchange. The rights and obligations attaching to theseshares are governed by UK law and the Company’s Articles of Association.Ordinary shareholders are entitled to receive notice and to attend and speak at any general meeting ofthe Company. On a show of hands every shareholder present in person or by proxy (or being a corporationpresent by a duly authorised representative) shall have one vote, and on a poll every shareholderwho is present in person or by proxy shall have one vote for every share of which he is the holder.The Notice of Annual General Meeting specifies deadlines for exercising voting rights and appointing aproxy or proxies.GROUP OVERVIEW STRATEGY PERFORMANCE GOVERNANCE FINANCIALSFresnillo plc2010Annual Report