NOTICE OF ANNUAL MEETING OF SHAREHOLDERS AND

MANAGEMENT INFORMATION CIRCULAR

for the

2013 ANNUAL MEETING

OF SHAREHOLDERS

to be held on

May 7, 2013 at 10:00 a.m. (EST)

at

The Gallery of the TMX Broadcast Centre Toronto, Ontario

FIRST QUANTUM MINERALS LTD.

NOTICE OF ANNUAL GENERAL MEETING

NOTICE is hereby given that the annual general meeting of the shareholders (the Meeting) of First Quantum Minerals Ltd. (the Company) will be held at The Gallery of the TMX Broadcast Centre, The Exchange Tower, 130 King Street West, Toronto, Ontario, M5X 1J2 on Tuesday, May 7th, 2013 at 10:00 a.m. (EST (Toronto time)) for the following purposes: 1. To receive the audited consolidated Financial Statements of the Company for the fiscal year

ended December 31, 2012 together with the Companys auditors report thereon;

2. To appoint the directors at nine (9);

3. To elect the Companys directors for the ensuing year;

4. To appoint PricewaterhouseCoopers LLP, chartered accountants, as auditors for the Company to hold office until the next annual general meeting and to authorize the Directors of the Company to fix their remuneration;

5. To accept the approach to executive compensation disclosed in the Companys Management Information Circular, as more particularly described in the Companys Management Information Circular dated March 27, 2013; and

6. To transact such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Accompanying this notice is the Management Information Circular, form of proxy, and a request form for printed copies of the Annual and Interim Financial Statements. For those shareholders having so requested them, audited Financial Statements of the Company for the fiscal year ended December 31, 2012, including the auditors report thereon and Managements Discussion & Analysis in respect thereof, are being mailed separately from these proxy materials. Shareholders of record as at the close of business on March 25, 2013 are entitled to receive notice of, and vote at, the Meeting. Shareholders unable to attend the Meeting in person are requested to read the enclosed Management Information Circular and form of proxy, and then complete and deposit the Proxy with the Companys transfer agent, Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, no later than 10:00 a.m EST on Friday May 3, 2013. DATED at Vancouver, British Columbia, Canada this 27th day of March, 2013.

ON BEHALF OF THE BOARD OF DIRECTORS

OF

FIRST QUANTUM MINERALS LTD.

Philip K.R. Pascall

Philip K.R. Pascall Chairman and Chief Executive Officer

TABLE OF CONTENTS SOLICITATION OF PROXIES ................................................................................................................ 1 APPOINTMENT AND REVOCATION OF PROXIES ............................................................................. 1 NON-REGISTERED HOLDERS ............................................................................................................. 2 VOTING OF PROXIES ........................................................................................................................... 3 VOTING SECURITIES ............................................................................................................................ 3 PRINCIPAL HOLDERS OF OUR SHARES ............................................................................................ 3 RECORD DATE ...................................................................................................................................... 3 ANNUAL FINANCIAL STATEMENTS .................................................................................................... 4 ELECTION OF DIRECTORS AND INFORMATION REGARDING PROPOSED DIRECTORS ............ 4 BOARD AND BOARD COMMITTEES .................................................................................................... 8

Frequency of Meetings ........................................................................................................................ 8 Meetings Held in 2012 ......................................................................................................................... 8 Meetings of the Independent Directors ............................................................................................... 9

STATEMENT OF CORPORATE GOVERNANCE PRACTICES ............................................................ 9 Composition of the Board of Directors and Board Independence ..................................................... 10 Chairman and Lead Director ............................................................................................................. 10 Board Committees ............................................................................................................................. 11 Orientation and Continuing Education ............................................................................................... 13 Expectations of Management ............................................................................................................ 14 Ethical Business Conduct .................................................................................................................. 14 Assessments of Directors .................................................................................................................. 15 Minimum Share Ownership ............................................................................................................... 15

STATEMENT OF EXECUTIVE COMPENSATION............................................................................... 15 General .............................................................................................................................................. 15 Company Goals ................................................................................................................................. 15 Compensation Discussion and Analysis ........................................................................................... 16 Performance Graph ........................................................................................................................... 26 Option-based Awards ........................................................................................................................ 28 Summary Compensation Table ......................................................................................................... 28 Incentive Plan Awards ....................................................................................................................... 30 Securities Authorized For Issuance under Equity Compensation Plans ........................................... 32 Retirement Benefit Plans ................................................................................................................... 32 Termination and Change Of Control Benefits ................................................................................... 33 Directors Compensation ................................................................................................................... 34

INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS .................................................... 36 APPOINTMENT OF AUDITORS .......................................................................................................... 36 PARTICULARS OF OTHER MATTERS TO BE ACTED UPON .......................................................... 36 ADDITIONAL INFORMATION .............................................................................................................. 37

1

MANAGEMENT INFORMATION CIRCULAR

(Containing information as at March 27, 2013 (unless otherwise noted))

SOLICITATION OF PROXIES This information circular (the Circular) is furnished in connection with the solicitation of proxies by the management of First Quantum Minerals Ltd. (the Company) for use at the annual meeting of shareholders of the Company (the Meeting), and any adjournment thereof, to be held on Tuesday, May 7, 2013 at the time and place and for the purposes set forth in the accompanying notice of meeting (the Notice). While it is expected that the solicitation will be primarily by mail, proxies may be solicited personally or by telephone by the directors and regular employees of the Company at nominal cost. All costs of solicitation by management will be borne by the Company. APPOINTMENT AND REVOCATION OF PROXIES The individuals named in the accompanying form of proxy (the Proxy or Proxies, as the case may be), are the Chairman and Chief Executive Officer, and the President, respectively, of the Company. A shareholder wishing to appoint some other person (who need not be a shareholder) to represent the shareholder at the Meeting has the right to do so, by striking out the names of those persons named in the accompanying form of Proxy and inserting the desired persons name in the blank space provided in the form of Proxy or by completing another form of Proxy. Shareholders may wish to vote by proxy whether or not they are able to attend the Meeting in person. Registered shareholders electing to submit a proxy may do so by:

completing, dating and signing the enclosed form of proxy and returning it to the Companys transfer agent, Computershare Investor Services Inc. (Computershare) by fax within North America at 1-866-249-7775, outside North America at 1-416-263-9524, or by mail to Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1;

using a touch-tone phone to transmit voting choices to a toll free number. Shareholders must follow the instructions of the voice response system and refer to the enclosed Proxy for the toll free number, the holders account number and the Proxy access number; or

using the internet through the website of Computershare at www.investorvote.com. Shareholders must follow the instructions that appear on the screen and refer to the enclosed Proxy for the holders account number and the Proxy access number.

A Proxy will not be valid unless the completed form of proxy is received by Computershare, no later than 10:00 a.m. (Eastern Time (Toronto time)) Friday, May 3, 2013. A registered shareholder who has given a Proxy may revoke it by an instrument in writing executed by the shareholder or by his attorney authorized in writing or, where the shareholder is a corporation, by a duly authorized officer or attorney of the corporation, and delivered to the offices of Computershare, 2nd Floor, 510 Burrard Street, Vancouver, British Columbia, V6C 3B9, at any time up to and including the last business day preceding the day of the Meeting, or if adjourned, any reconvening thereof, or to the Chairman of the Meeting on the day of the Meeting or, if adjourned, any reconvening thereof or in any other manner provided by law. A revocation of a Proxy does not affect any matter on which a vote has been taken prior to the revocation.

2

Management of the Company is not aware of any other matters which are to come before the Meeting other than the matters referred to in the Notice. However, if any matters other than those referred to herein should be presented at the Meeting, the persons named in the enclosed Proxy are authorized to vote the shares (each a Share or collectively Shares) represented by the Proxy in accordance with their best judgment.

NON-REGISTERED HOLDERS Only registered shareholders or duly appointed proxyholders are permitted to vote at the Meeting. Most shareholders of the Company are non-registered shareholders because the Shares they own are not registered in their names but are instead registered in the name of a brokerage firm, bank or trust company. A person is not a registered shareholder (a Non-Registered Holder) in respect of Shares which are held either: (a) in the name of an intermediary (an Intermediary) that the Non-Registered Holder deals with in respect of the Shares (Intermediaries include, among others, banks, trust companies, securities dealers or brokers and trustees or administrators of self-administered RRSPs, RRIFs, RESPs and similar plans); or (b) in the name of a clearing agency (such as The Canadian Depository for Securities Limited (CDS)), of which the Intermediary is a participant. Non-Registered Holders who have not objected to their Intermediary disclosing certain ownership information about themselves to the Company are referred to as NOBOs. Those Non-Registered Holders who have objected to their Intermediary disclosing ownership information about themselves to the Company are referred to as OBOs. In accordance with the requirements of National Instrument 54-101 of the Canadian Securities Administrators, the Company has elected to send the Notice of Meeting, this Circular and the Proxy (collectively, the Meeting Materials) directly to the NOBOs, and indirectly through Intermediaries to the OBOs. The Intermediaries (or their service companies) are responsible for forwarding the Meeting Materials to each OBO, unless the OBO has waived the right to receive them. Intermediaries will frequently use service companies to forward the Meeting Materials to the OBOs. Generally, an OBO who has not waived the right to receive Meeting Materials will either:

be given a form of proxy which has already been signed by the Intermediary (typically by a facsimile, stamped signature), which is restricted to the number of Shares beneficially owned by the OBO and must be completed, but not signed, by the OBO and deposited with Computershare; or

more typically, be given a voting instruction form (VIF) which is not signed by the Intermediary, and which, when properly completed and signed by the OBO and returned to the Intermediary or its service company, will constitute voting instructions which the Intermediary must follow.

These Meeting Materials are being sent to both registered shareholders and Non-Registered Holders. If you are a Non-Registered Holder, and the Company or its agent has sent these Meeting Materials to you, your name and address and information about your holdings of securities have been obtained in accordance with applicable securities regulatory requirements from the Intermediary holding on your behalf. By choosing to send these Meeting Materials to you directly, the Company (and not the Intermediary holding on your behalf) has assumed responsibility for (i) delivering these materials to you, and (ii) executing your proper voting instructions. Please return your voting instructions as specified in the request for voting instruction. The Meeting Materials sent to NOBOs who have not waived the right to receive them are accompanied by a VIF or a form of proxy already signed by the Intermediary. By returning the VIF, or form of proxy, in accordance with the instructions noted on it, a NOBO is able to instruct the voting of the Shares owned by him, her or it. VIFs, whether provided by the Company or by an Intermediary, should be completed and returned in accordance with the specific instructions noted on the VIF. The purpose of this procedure is to permit Non-Registered Holders to direct the voting of the Shares which they beneficially own.

3

Should a Non-Registered Holder who receives a VIF wish to attend the Meeting or have someone else attend on his or her behalf, the Non-Registered Holder may request a legal proxy as set forth in the VIF, which will grant the Non-Registered Holder, or his or her nominee, the right to attend and vote at the Meeting. Please return your voting instructions as specified in the VIF. Non-Registered Holders should carefully follow the instructions set out in the VIF, including those regarding when and where the VIF is to be delivered. Non-Registered holders who received and return a completed VIF may revoke their instructions in accordance with the requirements of their Intermediary. VOTING OF PROXIES Shares represented by properly executed Proxies in favour of persons designated in the enclosed form of Proxy will, where a choice with respect to any matter to be acted upon has been specified in the form of Proxy, be voted in accordance with the specification made. Such Shares will be voted in favour of each matter for which no choice has been specified by the shareholder.

The enclosed Proxy, when properly completed and delivered and not revoked, confers discretionary authority upon the persons appointed as a proxy thereunder to vote with respect to amendments or variations of matters identified in the Notice, and with respect to other matters which may properly come before the Meeting.

In the event that amendments or variations to matters identified in the Notice are properly brought before the Meeting or any further or other business is properly brought before the Meeting, it is the intention of the persons designated in the enclosed form of Proxy to vote in accordance with their best judgment on such matters or business. At the time of the printing of this Circular, management of the Company knew of no such amendment, variation or other matter which might be presented to the Meeting.

VOTING SECURITIES The authorized capital of the Company is an unlimited number of common shares without par value (each a Share and collectively, the Shares). Each Share carries the right to one vote. Only registered holders of Shares are entitled to attend and vote at any meetings of the shareholders of the Company. As at March 25, 2013, there were 476,310,282 Shares issued and outstanding.

PRINCIPAL HOLDERS OF OUR SHARES To the knowledge of the executive officers of the Company, there were no persons or companies who beneficially own, directly or indirectly, or exercise control or direction over, securities carrying more than 10% of the right to vote at the Meeting.

RECORD DATE Only shareholders of record at the close of business on March 25, 2013 who either personally attend the Meeting or who have completed and delivered a form of Proxy in the manner and subject to the provisions described above will be entitled to vote or to have their Shares voted at the Meeting.

Each shareholder is entitled to one vote for each Share registered in his, her or its name on the list of shareholders, which is available for inspection during normal business hours at the offices of Computershare Investor Services Inc., 100 University Avenue, 9th Floor, Toronto, Ontario M5J 2Y1, and at the Meeting.

4

ANNUAL FINANCIAL STATEMENTS The audited financial statements of the Company for the year ended December 31, 2012, together with the report of the Companys auditors thereon, will be presented to the Companys shareholders at the Meeting.

ELECTION OF DIRECTORS AND INFORMATION REGARDING PROPOSED DIRECTORS Management of the Company proposes to nominate the persons named in the following table (the Nominees) for election to the Board of Directors of the Company (the Board). The term of each of the current directors of the Company will expire at the conclusion of the Meeting and each director elected at the Meeting will begin to hold office immediately after the Meeting and continue to hold office until the next annual general meeting of the Company or until his successor is duly elected or appointed, unless his office is earlier vacated in accordance with the articles of the Company or he becomes disqualified to act as a director.

Shareholder approval will be sought to fix the number of directors of the Company at nine (9).

Six (6) of the Nominees are independent directors, so that the Board will continue to be constituted with a majority of independent directors.

Under policies adopted by the Board, shareholders have the ability to vote for, or withhold from voting for, each individual nominee proposed for election to the Board.

The Board has adopted a Majority Voting Policy whereby any nominee for election as a director at the Annual Meeting of Shareholders, for whom the number of votes withheld exceeds the number of votes cast in his or her favor, will be deemed not to have received the support of shareholders, even if he or she is elected. A director elected in such circumstances is expected to tender his or her resignation to the Board. The Board will accept the resignation as soon as possible, consistent with an orderly transition and, in any event, within ninety (90) days. However, the Board retains the right to decline to accept a resignation in exceptional circumstances. In addition, the Majority Voting Policy does not apply during the circumstances of an election proxy battle.

Unless authority to do so is withheld, the persons named in the accompanying proxy intend to vote for the election of the Nominees. Management does not contemplate that any of the Nominees will be unable to serve as a director.

The following table sets forth the names of the Nominees, their respective age and province/state and country of residence, their principal occupations and public company directorships, the date they first became a director of the Company, if applicable, and the number of shares and Restricted and Performance Share Units beneficially owned by each Nominee. The statement as to the Common Shares and Restricted and Performance Share Units beneficially owned, directly or indirectly, or over which control or direction is exercised, by the Nominees is in each instance based upon information furnished by the Nominee concerned.

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legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (b) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable securityholder in deciding whether to vote for the proposed director.

Mr. Adams resigned from the board of directors of Tahera Diamond Corporation (Tahera) on March 20, 2008. Tahera sought protection under the Companies Creditors Arrangement Act (the CCAA) in January, 2008 and in February 2008 suspended operations. Tahera was delisted from the TSX in November 2009. Tahera subsequently sold its tax assets to Ag Growth International and certain properties, including the Jericho diamond mine, to Shear Minerals Ltd.

BOARD AND BOARD COMMITTEES Frequency of Meetings

The Board ordinarily meets in person a minimum of five times per year and also has meetings by telephone. However, the frequency of and agenda items for Board meetings will vary depending on the state of affairs and opportunities available to the Company and the risks or issues which the Company faces.

Committees

In addition to the Audit Committee, the Board has a compensation committee (the Compensation Committee), a nominating and corporate governance committee (the Nominating and Governance Committee), and an environmental, health, safety and corporate social responsibility committee (the EHS&CSR Committee).

Further information on the Audit Committee, including a copy of its Charter, can be found in the Companys AIF, which is available on SEDAR, the System for Electronic Document Analysis and Retrieval, the publicly accessible database used for the filing of public securities information as required by securities regulatory agencies in Canada, at www.sedar.com. Further information on the Committees is provided below. Meetings Held in 2012

The information below sets out formal1 Board and Committee meetings held and the attendance of directors for the period January 1, 2012 to December 31, 2012. Summary of Number of Board of Director and Committee Meetings Held Board 11 Audit Committee 6 Compensation Committee 4 Nominating and Governance Committee 4 Environmental, Health & Safety Committee 4

1 Formal means meetings for which notice has been provided and which are attended in person or by telephone conference call.

Attendance % is based on the number of such Board or committee meetings, as the case may be, which a director attended during the year divided by the actual number of Board or committee meetings, as the case may be, which a director could attend during the year.

9

Summary of Board of Director Meeting Attendance Name of Director Board Meetings Attended Attendance (%) Philip K.R. Pascall, executive director 11 of 11 100% Martin R. Rowley, executive director 11 of 11 100% G. Clive Newall, executive director 9 of 11(1) 82% Peter St George, independent director 11 of 11 100% Andrew B. Adams, independent director 11 of 11 100% Michael Martineau, independent director 9 of 11(2) 82% Paul Brunner, independent director 11 of 11 100% Steven McTiernan, independent director 10 of 11(3) 91% Michael Hanley, independent director 1 of 1(4) 100% (1) Mr Newall was unable to attend two board telephone conference calls due to short notice of the meeting and travel;

however, he was subsequently consulted on all matters discussed and approved in the telephone conference. (2) Michael Martineau was unable to attend two board teleconference calls due to short notice of the meeting; however, he

was subsequently consulted on all matters discussed and approved at the meeting. (3) Steven McTiernan was unable to attend one board teleconference call due to short notice of the meeting; however, he was

subsequently consulted on all matters discussed and approved at the meeting. (4) Michael Hanley was appointed as an independent director of the Board on December 10, 2012. Summary of Committee Meeting Attendance Name of Member

Audit Committee Meetings

Compensation Committee Meetings

Nominating & Governance Committee Meetings

EH&S Committee Meetings

Philip K.R. Pascall Not Applicable Not Applicable Not Applicable Not Applicable Martin R. Rowley Not Applicable Not Applicable Not Applicable Not Applicable G. Clive Newall Not Applicable Not Applicable Not Applicable Not Applicable Peter St. George 6 of 6 4 of 4 4 of 4 Not Applicable Andrew B. Adams 6 of 6 4 of 4 4 of 4 Not Applicable Michael Martineau Not Applicable Not Applicable 4 of 4 4 of 4 Paul Brunner Not Applicable 4 of 4 4 of 4 4 of 4 Steven McTiernan 6 of 6 Not Applicable 4 of 4 4 of 4 Michael Hanley Not Applicable Not Applicable Not Applicable Not Applicable Meetings of the Independent Directors The Companys independent directors meet, in person and without management and non-independent directors present, at a minimum at each quarterly meeting of the Board and at such other times as the independent directors deem necessary. Other than in person, these meetings may also take place formally or informally over the telephone. The independent directors also communicate with each other regularly or electronically by way of e-mail. During the 2012 financial year, the Companys independent directors met in person without management and the non-independent directors five times. In addition, the independent directors meet in person or by telephone conference to conduct Committee meetings. STATEMENT OF CORPORATE GOVERNANCE PRACTICES The Board believes that sound corporate governance practices and the regular review thereof are essential to the well-being of the Company and its shareholders. National Instrument 58-101 Disclosure of Corporate Governance Practices (NI 58-101) requires disclosure concerning an issuers corporate governance practices. The Company operates under the guidelines set out below which address the requirements of NI 58-101 and the guidance suggested under National Policy 58-201 Corporate Governance Guidelines. The Companys shares are also listed on the London Stock Exchange and therefore the Board monitors its practices in light of the corporate governance principles articulated under the UK Corporate Governance Code. The Company believes its governance practices substantially meet the principles of the UK Corporate Governance Code.

10

Composition of the Board of Directors and Board Independence The Company currently has nine directors, six of whom are independent (Peter St. George, Andrew Adams, Michael Martineau, Paul Brunner, Steven McTiernan and Michael Hanley), meaning they have no direct or indirect relationship with the Company which could be reasonably expected to interfere with their exercise of independent judgment. In determining whether a director is independent, the Board applies the definition of independence as set out in Section 1.2 of NI 58-101.

Philip K.R. Pascall, G. Clive Newall, and Martin R. Rowley do not qualify as independent directors due to their management positions with the Company.

Since a majority vote is necessary to approve matters before the Board, the support of at least two independent directors is required to approve any matter.

The Board believes that adequate structures and processes are in place to facilitate the functioning of the Board independently of the Companys management. The Audit Committee, the Compensation Committee, the Nominating and Governance Committee, and the EHS&CSR Committee consist entirely of directors who are independent of the Companys management. As noted above, the Companys independent directors meet regularly without management. In addition, as noted below, one of the independent directors serves as a Lead Director.

To the knowledge of the Board, the Company does not have a significant shareholder with the ability to vote a majority of the outstanding Shares of the Company for the election of directors.

Chairman and Lead Director

Chairman The Boards Chairman is Philip K.R. Pascall, who, as noted above, also serves as the Companys Chief Executive Officer and is therefore not an independent director of the Company.

Lead Director

The Boards policy is that, as the Chairman is not an independent director, one of its independent directors is to be appointed as Lead Director of the Board. The Board appoints, from among the independent directors, a Lead Director on an annual basis. It is the Lead Directors responsibility to provide leadership to enhance the functioning of the Board and its committees and, together with the Chairman, the effectiveness of its individual members including through Board evaluation. Mr. St. George is, as of the date of the Circular, Lead Director of the Board.

Responsibilities of the Board of Directors and Mandate

Under the Business Corporations Act (British Columbia), the Board is required to supervise the management of the affairs and business of the Company. Generally, the Boards responsibilities include (i) the review and approval of corporate strategies, financial statements and its annual budget; (ii) monitoring management performance; (iii) appointing and assessing the performance of the Chief Executive Officer; (iv) ensuring effective management processes are in place; and (v) ensuring risks are properly identified and appropriate procedures for risk mitigation are in place. The Board reviews the Boards composition on an annual basis to ensure that it has the mix of skills and competencies needed for the Companys current and future plans. It also meets a minimum of five times a year in person and, as necessary, by telephone conference call. The Boards written mandate is categorized into five (5) major functions. These are:

Selection of the Senior Management

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o Appointing and replacing the CEO, monitoring the CEOs performance, determining the CEOs compensation and providing advice and counsel to the CEO in the execution of his duties;

o Approving the appointment and remuneration of all corporate officers, having taken advice from the CEO;

o Regularly reviewing plans for management succession; and o Satisfying itself as to the integrity of the CEO and other executive officers and ensuring

that the CEO and other executive officers create a culture of integrity throughout the Company.

Monitoring and Acting

o Monitoring the Companys progress towards its goals, and if necessary, revising and

altering its direction; o Requiring management to take action when the Companys performance falls short of its

goals or when other special circumstances arise that warrant change (for example, mergers and acquisitions or changes in control); and

o Approving any payment of dividends to shareholders.

Strategy Determination o Participating with management in developing and providing the mission of the business,

its objectives and goals, and the strategy by which it proposes to reach those goals; and o Ensuring that management has correctly identified the principal risks of the Companys

business and is implementing systems that will manage these risks.

Policies and Procedures o Monitoring that the Company operates at all times within applicable laws and regulations,

and to the highest ethical and moral standards; and o Monitoring compliance with significant policies and procedures for the Companys

operations.

Reporting to Shareholders o Ensuring that the financial performance of the Company is adequately reported to

shareholders, other security holders and regulators on a timely and regular basis and within applicable laws;

o Ensuring that the Companys financial results are reported fairly and in accordance with generally accepted accounting standards and in compliance with applicable laws;

o Ensuring the timely reporting of any other developments that have a significant and material impact on the value of the Company in compliance with applicable laws; and

o Reporting annually to shareholders on the Companys stewardship for the preceding year. Board Committees

Audit Committee

The Audit Committee is currently composed of three independent directors: Messrs. Adams, St. George and McTiernan. The Chairman of the Audit Committee is Mr. Adams.

The Audit Committee operates under the Audit Committee Charter, which provides that each member of the Audit Committee is to be financially literate. As well, at least one member must have considerable accounting and related financial experience. The Audit Committee reviews the annual financial statements, reviews and approves the quarterly financial statements of the Company, oversees the annual audit process and the Companys internal accounting controls and the resolution of issues identified by the Companys auditors. It recommends to the Board a firm of independent auditors to be nominated for appointment by the shareholders at the Companys next annual general

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meeting. In addition, the Audit Committee meets at least once annually, and usually quarterly, with the external auditors of the Company, both with and without the presence of members of management. Further information on the Audit Committee, including a copy of its Charter, can be found in the Companys AIF, which is available on SEDAR at www.sedar.com.

Compensation Committee The Compensation Committee is composed of three independent directors: Messrs. Brunner, St. George and Adams. The Chairman of the Compensation Committee is Mr. Brunner.

The Compensation Committee is responsible for reviewing and approving corporate goals and objectives relevant to Chief Executive Officers compensation and making recommendations to the Board with respect to the compensation of the Companys executive officers. The Board, exclusive of any executive Board member to whom the recommendation applies, reviews such recommendations and is responsible for determining executive compensation. The Compensation Committee discusses executive compensation throughout the year and makes any necessary determinations (usually prior to the annual general meeting of the Company) relating to executive compensation.

The Compensation Committee is responsible for obtaining information on executive compensation from a variety of sources, including independent consultants, compensation surveys and information from companies similar in size and function to that of the Company and then takes recommendations to the Board on compensation and all of its various elements. The Compensation Committee also reviews, identifies and mitigates risks that may be associated with the Companys compensation policies.

Each of the Committee members has held senior management positions in public companies and has considerable experience in developing compensation programs, particularly in the context of executive compensation.

Nominating and Governance Committee The Nominating and Governance Committee is composed of five (5) independent directors: Messrs. St. George, Adams, Martineau, Brunner and McTiernan. The Chairman of the Nominating and Governance Committee is Mr. St. George.

The Nominating and Governance Committee reviews the Companys corporate governance practices, in light of the standards and guidelines recommended or required by applicable corporate and/or securities regulatory authorities and stock exchanges, proxy advisory firms and corporate governance organizations, and identifies and nominates potential director candidates to the Board. The Nominating and Governance Committee is responsible for reviewing corporate governance practices against securities requirements, monitoring the effectiveness of the Companys corporate governance and where necessary, recommending improvements for adoption by the Board. It also reviews the directors relationship with management, assesses the independence and performance of each member of the Board, and evaluates and recommends nominees for the Board in consultation with the Companys Chairman and its Lead Director, with assistance from third party consultants as the Committee may determine. In coordination with the Board as a whole, it will also review the amount and form of compensation for the independent directors, for determination by the Board.

Environmental, Health, Safety and Corporate Social Responsibility Committee (the EHS&CSR Committee)

The EHS&CSR Committee is composed of three independent directors: Messrs. Martineau, Brunner and McTiernan. The Chairman of the EHS&CSR Committee is Mr. Martineau.

The EHS&CSR Committee reviews adherence by the Company to its health and safety policies and practices in accordance with applicable environmental, health and safety laws and regulations. The EHS&CSR Committee is responsible for reviewing the Companys environmental, health and safety policies and practices in the context of applicable laws and regulations in those countries in which the Company operates. In addition, the EHS&CSR Committee oversees the Companys assessment of

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environmental, health and safety risk at each of the locations in which it carries out its operations. The Company also has a management committee responsible for reviewing environmental, health and safety issues, which meets regularly and reports to the EHS&CSR Committee. On February 4, 2012 the Board added a Corporate Social Responsibility (CSR) mandate to the former EH&S Committees responsibilities. The Committee oversees the Companys CSR strategies and programs and considers and recommends the implementation of best practices in key areas for the Company. Position Descriptions The Board has developed written position descriptions for each of the Chairman, the Chief Executive Officer, the President, and the Chief Financial Officer, and for each of the committee chairmen. Orientation and Continuing Education The Board reviews its own composition on an annual basis. The Board expects that a prospective candidate will fully understand the role of the Board and the contribution expected of him or her. Once appointed or elected, new directors are provided with a Company orientation, which includes briefings, on an initial and ongoing basis, on the activities of the Company. As part of the orientation new directors are required to attend site visits. In addition, ongoing site visits are organized and attendance is encouraged. Key management and advisors are frequently invited to Board meetings to provide detailed presentations to the Board on significant developments and topics within their area of responsibility and expertise. Directors are also encouraged to participate in continuing education relevant to their roles as directors and committee members. Directors are reimbursed for reasonable out-of-pocket expenses, including any continuing education courses, in connection with their duties as directors. Annually, the Company Board Manual, which includes but is not limited to company information, corporate structure, committee charters, policies, and information relating to compensation plans, is updated and approved by the Board and made available to the Directors. Site Visits The Company organizes site visits for the Independent Directors to ensure they have direct access to view the Companys operations. This also affords the Independent Directors the opportunity to meet directly with management at the operations. In July 2012 the entire Board visited the Mopani smelter, the Kansanshi mine, the Sentinel Copper Project and the Enterprise Nickel Project. In December 2012 the Board also visited the Kevitsa Mine. Shareholder Feedback and Concerns The Company manages a shareholder relations program under the direction of its President, Mr. Newall. The program involves meeting with a broad spectrum of investors, including briefing sessions for analysts, investment fund managers, members of the press and the public to discuss reported financial results and other announcements by the Company. Shareholders, other stakeholders and the public are informed of developments in the Company by the issuance of news releases, a number of which are reviewed and approved by the Board.

Management of the Company is available routinely to shareholders to respond to questions and concerns. Shareholder concerns are dealt with on an individual basis. The response will depend on the kind of question or concern raised. Significant concerns are brought to the attention of the management of the Company or the Board.

Under its written mandate, the Board is required to oversee the Companys Corporate Disclosure Policy. The Board monitors the policy and the procedures that are in place to provide for effective communication by the Company with its shareholders and with the public generally.

The Independent Directors are also made available to meet with shareholders and shareholder groups.

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Expectations of Management The Board expects management of the Company to conduct the business of the Company in accordance with the Companys ongoing strategic plan and to meet or surpass the annual and long-term goals of the Company set by the Board in consultation with management. As part of its annual strategic planning process, the Board establishes its expectations of management both over the next financial year and in the context of the Companys long-term goals. The Board then reviews managements progress in meeting these expectations throughout the calendar year and in connection with determining compensation.

Ethical Business Conduct

Code of Conduct The Board has approved and adopted a code of conduct (the Code of Conduct) for directors, officers and other employees of the Company. In early 2011, the Board conducted a thorough review of its Code of Conduct. An updated Code of Conduct was filed on SEDAR effective May 20, 2011. Compliance with the Code of Conduct is expected at every level of the Company. Employees who are aware of Code of Conduct breaches must, under the Code of Conduct, report them to their supervisors or superiors, as the case may be. Employees who breach the Code of Conduct may be subject to disciplinary action up to and including termination of their employment. Matters of a serious nature are brought to the attention of the Board. The Company takes active steps annually to ensure all employees are familiar with the requirements of the Code of Conduct. The Code of Conduct contains conflict of interest provisions which require employees (including officers) to disclose in writing to their immediate supervisors all business, commercial or financial interests or activities which might reasonably be regarded as creating an actual or potential conflict with their duties of employment. An employee in a situation of conflict of interest is given sufficient time to address the conflict.

Social Commitment and Responsibility The Company has adopted a Social Policy with the objective of maximizing socio-economic opportunities and benefits for the communities in which it operates while minimizing potential negative social impacts. The Company also subscribes to the Equator Principles. The Company maintains policies relating to the social and well-being of its employees, including policies such as an HIV/Aids Policy, Environmental Policy, Whistleblower Policy and a Human Rights Policy. Management and the Board believe that the existence of the Code of Conduct together with these policies is important to promote a culture of ethical business conduct, both within the Company and by the Company. The Company produces an annual Corporate Sustainability Report, which is available for review on the Companys website www.first-quantum.com.

Insider Trading Policy The Board has approved an Insider Trading Policy which applies to its directors, officers, employees and consultants. The Insider Trading Policy prohibits both the unauthorized disclosure of any non-public information by these persons and any trading of shares by them while they are in possession of material information which has not been disclosed to the public. It also provides for the application of no-trade periods following completion of a financial quarter until two trading days following the filing of a news release announcing the results for that quarter. Potential insiders are reminded of the Companys no-trade periods on a quarterly basis.

Conflicts of Interest All directors are required to comply with the provisions governing conflicts of interests in the Business Corporations Act (British Columbia). The Companys policy relating to directors specifically requires that where a director has any direct or indirect interest in a proposed contract or transaction with the Company, or holds any office or possesses any property, directly or indirectly, which may create a

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conflict with his or her duty or interest as a director to the Company, the director must disclose the nature and extent of that interest and any conflict associated therewith at the earliest opportunity at a meeting of the Board. The Company maintains a Register of Declared Related Party Transactions and Register of Related Employees, which is reviewed and updated at each quarterly Board meeting. Assessments of Directors Directors of the Company are assessed on an annual basis by the Chairman for effectiveness and contribution to the Company. The assessment includes the completion by each director of a comprehensive questionnaire, the review and evaluation by the Chairman of each completed questionnaire, and a subsequent one-on-one session between the Chairman and each director in which the Chairman and the director discuss the directors role on the Board and his contribution to the Board and the Company. In January 2013, a board review through comprehensive questionnaire was conducted. This review included an assessment of Board effectiveness, peer reviews of each directors individual performance, and director self-assessments. The results were incorporated in a report that was provided to all directors. The Chairman then held one-on-one sessions with each director to review the results. Minimum Share Ownership The Board currently requires that all independent directors must hold shares in the Company. All independent directors must acquire a minimum of 15,000 common shares in the Company over a five year period. This share amount is based on approximately 1.5 times the Annual Director Fee and may be adjusted by the Nominating & Governance Committee from time to time. STATEMENT OF EXECUTIVE COMPENSATION General This section discloses all direct and indirect compensation provided to certain named executive officers and all directors for services they have provided to the Company. In addition, it details the compensation decision making process, as required by Form 51-102F6 under National Instrument 51-102.

The Committee reviews and recommends to the Board the compensation for the following senior executives:

Named Executive Officers Chief Executive Officer (CEO) Philip Pascall Executive Director, Business Development Martin Rowley President Clive Newall Chief Financial Officer (CFO) Hannes Meyer General Counsel & Corporate Secretary Christopher Lemon

Each is a Named Executive Officer (NEO) as that term is defined in Form 51-102F6 under National Instrument 51-102. The determination of the NEOs for the Company is reviewed by the Compensation Committee annually. Company Goals The Companys primary goals are to develop and operate safe and low cost mines, using our competitive advantage through managements experience and expertise to construct and operate cost efficient operations. We also seek to expand internationally through the exploration and acquisition of deposits to which the Company can add value. In achieving these goals we do so in a manner that respects the local communities where we operate and the surrounding environment. The Company also continually investigates, monitors and seeks out other opportunities worldwide where it can apply its expertise and which may provide balance to its geographic and commodity profile. The Companys objective is to add value for the benefit of all stakeholders.

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Compensation Discussion and Analysis The Company has developed its compensation program to achieve the Companys Goals. The Compensation Committee develops and oversees the implementation of executive compensation plans and policies that are intended to:

o attract and retain skilled and experienced executives and senior managers;

o motivate executives and senior managers to achieve corporate objectives and create shareholder value; and

o encourage executives and senior managers to link their personal financial interest to those of the shareholders.

Compensation Framework

Each NEOs Total Compensation is comprised of three components:

o Base Salary; o Short Term Incentive; and o Long Term Incentive Plan (LTIP).

The Compensation Committee meets in May of each year to determine the NEOs Base Salary, Short Term Incentive Award and Long Term Incentive Award (together the NEOs Total Compensation) and agree targets for the forthcoming year. The Compensation Committee considers Performance Objective Targets using quantitative and qualitative measures to determine an NEOs Total Compensation. The Performance Objectives generally address six important Focus Areas:

Safety, Financial Results, Business Execution, Business Development and Strategy Advancement, People Performance; and External Relations.

The Safety Focus Area is determined by company-wide safety measures, where site ratings can potentially range from Very Poor to Excellent. These site based ratings combine for a company-wide rating against which all NEOs are measured. Any rating below Good results in a reduction of the overall bonus percentage recommendation. The Financial Results Focus Area consists of objectives that promote extended business opportunities and/or activities that significantly increase the financial results of the organization. Examples include increasing the profitability of the Company, managing operating performance within budget and ensuring adequate cash flow to fund capital projects. The Business Execution Focus Area addresses the operational aspects of the organization including any initiative to improve efficiencies, recoveries, reduce costs and advance the progress of the development of projects. Business Development and Strategy Advancement Focus Area encourages a more strategic focus towards advancing shareholder value. Objectives may include developing merger and acquisition strategies, expanding joint venture opportunities or identifying the most profitable customers for our products. The People Performance Focuses Area is aimed at attracting, retaining and developing the most appropriate talent for the Company. This can range from creating the right climate to attract and retain employees, through to focusing on staff development initiatives to improve the bench strength of existing human resources.

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Finally, the External Relations Focus Area encourages healthy relationships with the communities and governments in the various countries in which FQM operates, including Corporate Social Responsibility, as well as with the Canadian government, the agencies and regulators applicable to our listings on the Toronto and London stock exchanges, and with our shareholders through our investor relations program. In making its determination of the NEOs Total Compensation for the CFO, President, Executive Director, Business Development, and General Counsel and Corporate Secretary in May of 2012, the Compensation Committee considered agreed Performance Objectives for each Focus Area, changes to the external market, the performance of the Company throughout 2011, and the recommendations of the CEO. Annual incentive plan amounts shown in the Summary Compensation Table were paid in 2012 for performance during 2011. The Compensation Committee also makes the same determination for the CEO. The Compensation Committee also annually reviews and approves, on recommendations from the CEO, the target percentage of Base Salary for Short Term and Long Term Incentives applicable to each of the NEOs for the upcoming year, which is documented and communicated to each individual NEO. These targets are set in light of the specific roles, responsibilities and the Performance Objectives of each NEO. The Compensation Committee applies the same methodology in setting the Performance Objectives for the CEO. The Compensation Committee also reviews the growth and development of the Company over the preceding year and any specific initiatives taken during that period by each individual NEO to promote the growth and progress of the Company and the enhancement of shareholder value. This assessment enables the Committee to reward the NEO for performance linked directly to the Companys Goals.

Compensation Consultants The Company retained Hay Group Limited (Hay Group) in 2011 as independent compensation consultants to provide data to help determine adequate levels of compensation for executives, including the CEO, CFO, President, Executive Director , Business Development and General Counsel and Corporate Secretary. The Company paid Executive Compensation Related-Fees to the Hay Group of CAD$19,563.40 in 2011 and CAD$21,781.20 in 2012 for their services. However, while the Company retains the services of consultants to assist in benchmarking the NEOs Total Compensation package, the Committee retains the flexibility to compensate the NEOs in light of the unique roles they play within the Company and recognizes that benchmarking may not always fully serve these purposes. Hay Group did not receive any other fees from the Company in 2012 for any other services. In 2012 the Committee conducted further due diligence on the levels of Base Salary, as well as Short Term and Long Term Incentive awards for the NEOs. Mercer Canada was engaged to review the NEO Total Compensation package and make recommendations on the composition, as well as the specific quantum of each element, compared with relevant market data. The Company paid Executive Compensation Related-Fees to Mercer of US$27,347.76 in 2012.

Elements of the Executive Compensation Program In determining the Short Term and Long Term Incentives the Committee relies on the Performance Objectives set for each NEO. The Performance Objectives are set by the CEO in consultation with each NEO, reviewed and approved by the Compensation Committee, and are designed to achieve specific Companys Goals. These performance discussions include clearly defined measures that determine the extent to which the Performance Objective was achieved. The Focus Areas concentrate on actions that will advance the Companys Goals over the coming year. They ensure that areas of strategic importance are clearly articulated, given the greatest priority and advanced. Each of the six Focus Areas is given Performance Objective weighting percentages to signify the value that each gives to the short and long term outcomes required by the Company.

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Achievement of all Performance Objectives results in the full Short Term and Long Term Incentive target percentage being awarded, while partial achievement results in a reduced percentage of the Short Term and Long Term Incentive target being awarded. In the case of the CEO, the Compensation Committee sets his annual Performance Objectives in consultation with him. (Note that all Performance Objective payouts are based on a percentage of the NEOs Base Salary). The following table sets out the 2011 NEO Performance Objectives for each NEO.

NEO Safety1 Financial Results

Business Execution

Business Development and Strategy Advancement

People Performance

External Relations

STI LTI STI LTI STI LTI STI LTI STI LTI

CEO -10% 20% 0% 30% 30% 20% 30% 20% 25% 10% 15%

Executive Director, Business Development

-10% 10% 10% 40% 40% 20/% 25% 10% 5% 10% 10%

President -10% 30% 30% 10% 10% 25% 25% 5% 5% 30% 30%

CFO2 -10% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

General Counsel & Corporate Secretary3

-10% n/a n/a n/a n/a n/a n/a n/a n/a n/a n/a

(1) Each operational site is measured on a monthly basis for any lost time incidents and the severity of such incidents. This results in a rating (ranging from Poor to Excellent), which when calculated over the 12 month period, determines a deduction of between 0 and 10% for Annual Bonus purposes.

(2) Mr. Meyer joined the Company in March 2012 and was not eligible for a performance based Short Term Incentive Award or Long Term Incentive Award.

(3) Mr. Lemon did not have formal Performance Objectives set for 2011. Performance Objectives are set for 2012.

The Company ensures that a significant portion of the NEOs compensation is variable and at risk, which reflects their ability to affect the achievement of the Companys Goals.

NEO Total Compensation at Risk Compensation Allocation

NEO Base Salary Short Term Incentive Target

Long Term Incentive Target

CEO 24% 36% 40% Executive Director, Business Development 27% 27% 46% President 27% 27% 46% CFO 27% 27% 46% General Counsel & Corporate Secretary 33% 24% 43%

o Base Salaries In determining the NEO Base Salaries the Compensation Committee examines the compensation of executives in other mining companies globally, with particular focus on Canada, Australia and London. The current Comparator Index used for NEO Base Salaries is the Hay Mining Compensation Review (MCR). Each role within the Company is scored by Hay Group for complexity using their international position evaluation methodology and compared with their MCR. Several data bases from the MCR are used, including the Canadian, Australian, London and global markets. This is done to ensure that the evaluation is fair in the country in which the NEO works and confirms that compensation is competitive versus the global market from which such NEOs are recruited. Hay Group looks at a number of factors relating to the position and then allocates a position evaluation number to each role.

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This position evaluation number is matched to a market base salary reflecting positions that are similar in complexity in the mining industry to that of the NEOs. The Compensation Committees objective in considering and reviewing executive compensation is to ensure that executive compensation rewards performance and is fair and reasonable, but also sufficient to attract and retain qualified and experienced executives. For this reason the Company aims to reward its NEOs towards the top quartile of the MCRs market based salaries. The Base Salaries for each of the NEOs are in based in $USD, were approved by the Committee in May 2012 and were effective July 1, 2012 as follows:

NEO Base Salary CEO US$1,050,000 Executive Director, Business Development US$714,000 President US$567,000 CFO US$510,000 General Counsel & Corporate Secretary US$386,400

o 2011 Short Term Incentive Awards All NEO Short Term Incentive Awards are reviewed and approved by the Compensation Committee in May and are paid in July. Short Term Incentive Awards paid to NEOs during 2012 were determined from the NEOs performance during the preceding year (2011) based on each agreed Performance Objective as a percentage of Base Salary. The Performance Objectives relating to areas of importance were agreed with each NEO at the beginning of the preceding year with each Performance Objective contributing an agreed percentage towards the overall Short Term Incentive. The 2011 Maximum Target Short Term Incentive for NEOs ranged between 50% and 150% of annual Base Salary as follows:

NEO Minimum Target Maximum CEO 0% 100% 150% Executive Director, Business Development 0% 90% 100% President 0% 80% 100% CFO1 0% n/a n/a General Counsel & Corporate Secretary 0% 50% 75% (1) The CFO commenced employment with the Company in 2012 and was not eligible for a 2011 Short Term

Incentive Award

Performance Objective assessments are conducted by the CEO after discussion with the individual NEO concerned. The CEO and the members of the Compensation Committee determine the extent to which each Performance Objective was met and this assessment is used to determine the Short Term Incentive Award. The Short Term Incentive Awards for 2011 were as follows:

NEO 2011 Short Term Incentive Award Percentage of Target Award

CEO US$850,000 81% Executive Director, Business Development US$465,120 72% President US$315,360 69% CFO1 US$250,000 n/a General Counsel & Corporate Secretary US$122,667 65% (1) The CFO commenced employment with the Company in 2012 and received a fixed Short Term Incentive

Award as a term of his employment contract. For the NEOs, the aggregate target for Short Term Incentive Awards for 2011 was 80% of aggregate base salaries for the year. Actual aggregate awards for this group determined in 2012 in respect of the 2011 were 68% of base salary (85% of target).

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o Long Term Incentive Awards

The purpose of the LTIP is to create alignment with shareholder interests and to promote the long-term success of the Company by providing equity based incentive awards to eligible employees, including the NEOs, and to assist the Company in attracting and retaining individuals with superior experience and ability. The Company has two types of LTIP Awards that it grants to employees and which vest over a period of three years. These awards are:

RSUs

RSUs are share units of the Company that will be awarded to the recipient subject to vesting rights assigned by the Company. Upon vesting of these share units, the employee receives actual shares of the Company, based on the LTIP Award granted. Generally RSUs vest on the third anniversary of the date of LTIP Award, subject to the individual remaining as an employee of the Company until the vesting date. Employees who have voluntarily left the Company or have been terminated for cause forfeit all unvested RSUs.

PSUs

NEOs receive LTIP Awards primarily in PSUs. This is intended to directly align the NEOs incentive compensation to the creation of shareholder value. PSUs are share units in the Company that will be awarded to the holder of the LTIP Award subject to performance vesting conditions determined by the Company. Upon vesting of these share units, the employee receives actual shares of the Company, based on the LTIP Award granted. PSU Award performance vesting is measured by comparing the Total Shareholder Return (TSR) of FQM shares over the Performance Period (three years) to the TSR of an index of mining companies forming part of the S&P/TSX Capped Diversified Metals & Mining Index and the FTSE Mining Index (together the CG Index). Each mining company in the CG Index is given a weighting of 1, 2 or 3, which reflects its relative contribution to the CG Index TSR. For the 2009 LTIP Award, which was eligible to vest in 2012, the CG index and weightings were as follows:

o CG Index Weightings 2009 LTIP Award Weighting 1 (lowest) Weighting 2 (medium) Weighting 3 (highest) Barrick Gold Corp Lonmin plc

Anglo American plc BHP Billiton plc Hudbay Minerals Ivanhoe Mines Ltd (now Turquoise Hill Resources) Kazakhmys plc Newmont Mining Corp Rio Tinto plc Sheritt International Corp Vale Do Rio Doce Cia ADR

Antofagasta plc Equinox Minerals Ltd Freeport Mcmoran Copper and Gold Inmet Mining Corp Lundin Mining Southern Copper Corp Teck Cominco Ltd Vedanta Resources plc Xstrata plc

Equinox Minerals Ltd. exited the CG Index when it was acquired by Barrick Gold Corp.in 2011. It was replaced by Quadra FNX which was also given a 3 weighting. All other companies and weightings were unchanged.

The mining companies in the CG Index are given a weighting between 1 (lowest) and 3 (highest) to reflect the impact their individual company results have on the CG Index. Companies, which are most closely aligned with the Companys business, are weighted with a 3, while those that are more diverse and less like the Company are weighted with a 1. For the purpose of determining the weightings, market capitalization, commodity range and geography are considered.

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For the 2009 PSU Award the full vesting threshold was a TSR equivalent to 110% of the CG Index. The Company achieved 149% of the CG Index TSR and therefore the 2009 PSU Award vested in full in 2012. For the 2010 PSU Award the Company increased the level of PSU Awards but at the same time raised the full vesting threshold to a TSR equivalent to 112.5% of the CG Index. If the Companys share price exceeds the CG Index TSR by less than 12.5%, then the PSU awards partially vest in 10% increments for each 1.25% the Companys TSR exceeds the CG Index TSR. In addition, a further stretch target was introduced in 2010 such that the number of shares awarded in the 2010 PSU Award can be upscaled for each percent of TSR earned above 112.5% of CG Index TSR to a maximum of 50% of the original award or a maximum Company TSR of 117.5% of the CG Index. The upscaling is pro rata between 112.5% and 117.5%. The addition of this upscaling is intended to reward NEOs for exceptional Company performance and shareholder returns relative to its peers over the three year life of a PSU Award. The 2011 and 2012 PSU awards were made on the same terms as the 2010 PSU awards however the vesting hurdles for the 2012 awards were revised so that 50% of the award vests when the Companys TSR equals the TSR of the CG Index. The next 50% of the award vests on a sliding scale up to 12.5% above the CG Index TSR, with a further 50% on a sliding scale up to 17.5% above the CG Index TSR. For the 2012 LTIP Award the CG Index and weightings are as follows:

o CG Index Weightings 2012

Weighting 1 (lowest) Weighting 2 (medium) Weighting 3 (highest) Barrick Gold Corp Lonmin plc

Anglo American plc BHP Billiton plc Hudbay Minerals Ivanhoe Mines Ltd (now Turquoise Hill Resources) Kazakhmys plc Newmont Mining Corp Rio Tinto plc Sheritt International Corp Vale Do Rio Doce Cia ADR

Antofagasta plc Quadra FNX Freeport Mcmoran Copper and Gold Inmet Mining Corp Lundin Mining Southern Copper Corp Teck Cominco Ltd Vedanta Resources plc Xstrata plc

LTIP Awards for the NEOs in 2012 were determined based on the NEOs performance in the previous year and the extent to which their agreed Performance Objectives increased shareholder value and contributed to the strategic direction of the Company. For 2012, LTIP Awards (comprising both Restricted Stock Units and Performance Stock Units) granted to NEOs, other than the CEO, ranged from 83% to 125% of 2011 base salaries. Awards were calculated on the 20 day volume-weighted average price prior to July 1, 2012. In the case of the CEO, whose award was solely in PSUs, the comparable figure was 130% of 2012 base salary. The LTIP Awards granted to NEOs, other than the CEO, are based on recommendations made to the Compensation Committee by the CEO, while the Compensation Committee alone recommends the quantum of LTIP Award to the CEO for approval by the Board. LTIP Awards are based on the achievement of the NEOs Performance Objectives and their importance to the strategic direction and longer term strategies of the organization. Each year, on setting Performance Objectives, a weighting is given to each not only for Short Term Incentive purposes, but also for Long Term Incentives to reflect the importance of the objective on the longer term of the business. The 2011 the Maximum Long Term Incentive target for the NEOs ranged from 133% to 166% of annual Base Salary.

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o 2012 LTIP Award Targets NEO Minimum Maximum CEO 0% 166% Executive Director, Business Development 0% 166% President 0% 166% CFO1 0% 166% General Counsel & Corporate Secretary 0% 133% (1) The CFO commenced employment with the Company in 2012 and was not eligible for a 2012 LTIP

Award. However, as noted below the CFO received an LTIP Award on the commencement of his employment with the Company.

As noted above, at the end of 2011, the Performance Objectives were assessed and scored, and this translated into an LTIP Award as a percentage of the individuals Base Salary in 2012. The Long Term Incentive Awards for 2011 were as follows:

NEO 2011 LTIP Award(1) % of Base Salary CEO US$1,300,000 PSU 130% Executive Director, Business Development US$851,088 PSU 125% President US$581,742 PSU 108% CFO US$425,000 PSU 83% General Counsel & Corporate Secretary US$276,000 PSU

US$30,667 RSU 83%

(1) The PSU and RSU Award share units were determined based on a share price of CDN$18.37.

2012 Total Compensation

o Chief Executive Officer Compensation Philip K.R. Pascall, Chairman and CEO is a co-founder of the Company. He graduated from Sussex University in England with an honours degree in Control Engineering, and later completed an MBA at the University of Capetown. He worked in general management positions in South Africa from 1973-81; with RTZ and E.L. Bateman, and then moved to Australia. He was the Project Manager of the Argyle Diamond Project before becoming Executive Chairman and part owner of Nedpac Engineering between 1982 and 1990. During this time, Mr. Pascall was involved in a wide variety of mineral projects in Australia, New Zealand, S.E. Asia, Chile, the United States, and Zimbabwe. After selling his share of Nedpac in 1990, he was a consultant in the mining industry, including a period with Rio Tinto's Hamersley Iron, and with various projects in Zimbabwe and Zambia. He has been Chairman and Chief Executive Officer of the Company since November 1996. The CEOs compensation must be approved by the Board, based on a recommendation from the Compensation Committee, in accordance with the same principles applied to other senior executive officers. Given this, the Compensation Committee considers the total compensation of the CEO in light of the MCR benchmarking data compiled by Hay Group Limited for the Compensation Committee. The Total Compensation of the CEO is evaluated and determined in light of this data and the performance of the CEO, against his Performance Objectives previously approved by the Compensation Committee.

o Base Salary In 2012, Mr. Pascalls Base Salary was increased from $1,000,000 to $1,050,000 based on the MCR market salaries paid for similar positions and the Boards recognition of his performance as CEO and his outstanding leadership of the Company.

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o Short Term Incentive Award Mr. Pascall received a Short Term Incentive Award of $850,000 for his performance in 2011. Mr. Pascalls Short Term Incentive took into consideration the successful ramp up to full production at the Ravensthorpe mine, which was particularly significant for the Company given the many technical challenges that had limited previous attempts at production. During this period the Company also progressed the construction of the Kevitsa mine on time and on budget and the CEO played a key leadership role in the resolution of the Company affairs in the Democratic Republic of Congo, which were resolved in March 2012.

o LTIP Award Mr. Pascall was awarded 71,907 PSUs in 2012. His LTIP Award was based on a significantly increased effort in attracting, retaining and developing talent within the organisation to enable the Company to expand its footprint, and the actions taken to advance the strategic direction of the Company including significant upgrades at Kansanshi, the commencement of the Kansanshi smelter project and the construction progress on the Sentinel Copper Project. The Kansanshi smelter project was of particular strategic importance given the limited copper smelting capacity available in Zambia and the additional costs imposed on exported concentrates.

Executive Director, Business Development Martin R. Rowley, Executive Director, Business Development and Director, is a co-founder of the Company. He graduated from the University of Western Australia with a Bachelor of Commerce degree in 1975. After starting his career as an accountant working in both Australia and England he worked as executive assistant to the Board of Directors of a large Australian public company from 1980 to 1984. He then established his own resource consulting and investment company where he was involved as a shareholder, Director and Chairman of a number of Australian public resource companies before co-founding First Quantum Minerals Ltd in 1996. Mr. Rowley served as First Quantum's CFO until January 2007, when he assumed the role of Executive Director, Business Development.

o Base Salary In 2012, Mr. Rowleys Base Salary was increased from $680,000 to $714,000 based on the MCR market salaries paid for similar positions and the Boards recognition of his growth in his role.

o Short Term Incentive Award Mr. Rowley received a Short Term Incentive Award of $465,120 for his performance in 2011. This performance included his significant contribution to the successful conclusion of our business in the Democratic Republic of Congo in 2012 and his involvement in securing finance facilities for the Company, His contribution in the establishment of off take agreements for the new nickel market also contributed to his Short Term Incentive Award.

o LTIP Award Mr. Rowley was awarded 47,076 PSUs in 2012. His LTIP Award considered his input in the negotiation of numerous commercial agreements and his leadership role in advancing various merger and acquisition opportunities. His significant involvement in clearing all outstanding debt and assistance in negotiating a new funding facility required to support the pipeline of projects also contributed to his LTIP Award.

President Clive Newall, President and Director, was a co-founder of the Company and has been President and Director since its start in 1996. Mr. Newall graduated from the Royal School of Mines, University of London, England in 1971 with an honours degree in Mining Geology, and was awarded an MBA from the Scottish Business School at Strathclyde University. He has worked in mining and exploration

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throughout his career, having held senior management positions with Amax Exploration Inc. and the Robertson Group plc.

o Base Salary In 2012, Mr. Newalls Base Salary was increased from $540,000 to $567,000 based on the MCR market salaries paid for similar positions and Board recognition of his contribution in his role.

o Short Term Incentive Award Mr. Newall received a Short Term Incentive Award of $315,360 for his performance in 2011. This Award considered his success in increasing the Companys profile in the market and the increase in institutional shareholders throughout the year. His Award also took into consideration his leadership in promoting and educating the market on the Companys value, which was reflected in a share price that traded at a premium significantly higher than that of our competitors.

o LTIP Award Mr Newall was awarded 32,178 PSUs in 2012. His LTIP Award recognised his substantial endeavours in exploring a large number of business development opportunities and his effort in maintaining relationships to ensure a continued pipeline of projects. Mr Newalls LTIP Award also recognised the increase in the Companys institutional investors through his efforts.

Chief Financial Officer Hannes Meyer, Chief Financial Officer joined First Quantum in March 2012. He is a Chartered Accountant with the South African Institute of Chartered Accountants, a Bachelor of Commerce with honours graduate from the University of Pretoria, South Africa and has 16 years of broad financial and managerial experience in the gold and base metals industries. Most recently, he was Financial Director with Harmony Gold Mining Company Ltd. Prior to Harmony Gold, Mr. Meyer was an Executive Director, Chief Financial Officer and Acting Chief Executive Officer with Teal Exploration and Mining Inc.

o Base Salary Mr. Meyer commenced his employment with the Company in March 2012 at a salary of $510,000 and therefore he did not receive an increase in Base Salary in 2012.

o Short Term Incentive As a term of the commencement of his employment, Mr. Meyer received a fixed Short Term Incentive Award of $250,000 at the end of 2012.

o LTIP Award As a term of the commencement of his employment Mr. Meyer received LTIP Awards of 23,303 RSUs and 46,811 PSUs in 2012.

General Counsel and Corporate Secretary Mr. Lemon joined First Quantum in August, 2007. Mr. Lemon was called to the Bar in British Columbia in 1994 after graduating from the University of Victoria Law School. He also holds a Bachelors degree with honours in Economics from the University of British Columbia and a Masters degree in Economics from the University of Toronto. Mr. Lemon practiced law with two major Vancouver law firms with a focus on natural resource and environmental law, litigation and administrative law. He represented First Nations in the development of Canada's first two diamond mines in the Northwest Territories. In 2000 he was appointed Associate Counsel and Assistant Secretary at Weldwood of Canada Limited, a major Canadian forest products company. In early 2005 he joined International

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Forest Products Limited as General Counsel and Corporate Secretary. He was appointed General Counsel and Corporate Secretary to the Company in August 2007.

o Base Salary In 2012, Mr. Lemons Base Salary was increased from $368,000 to $386,400 based on the MCR market sa