PART II
INFORMATION NOT REQUIRED TO BE DELIVERED TO
OFFEREES OR PURCHASERS
Indemnification
of Directors and Officers.
First Majestic Silver Corp. (we, us or our company) is
subject to the provisions of Part 5, Division 5 of the Business Corporations Act (British Columbia) (the Act).
Under Section 160 of the Act, we may, subject to Section 163 of the Act:
(1) indemnify an individual who:
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is or was a director or officer of our company;
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is or was a director or officer of another corporation (i) at a time when such corporation is or was an
affiliate of our company; or (ii) at our request, or
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at our request, is or was, or holds or held a position equivalent to that of, a director or officer of a
partnership, trust, joint venture or other unincorporated entity,
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and including, subject to certain
limited exceptions, the heirs and personal or other legal representatives of that individual (collectively, an eligible party), against all eligible penalties to which the eligible party is or may be liable; and
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(2)
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after final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an
eligible party in respect of that proceeding, where:
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eligible penalty means a judgment,
penalty or fine awarded or imposed in, or an amount paid in settlement of, and eligible proceeding.
eligible
proceeding means a proceeding in which an eligible party or any of the heirs and personal or other legal representatives of the eligible party, by reason of the eligible party being or having been a director or officer of, or holding or having
held a position equivalent to that of a director or officer of, our company or an associated corporation (a) is or may be joined as a party, or (b) is or may be liable for or in respect of a judgment, penalty or fine in, or expenses
related to, the proceeding.
proceeding includes any legal proceeding or investigative action, whether current,
threatened , pending or completed.
Under Section 161 of the Act, and subject to Section 163 of the Act, we
must, after the final disposition of an eligible proceeding, pay the expenses actually and reasonably incurred by an eligible party in respect of that proceeding if the eligible party (a) has not been reimbursed for those expenses, and
(b) is wholly successful, on the merits or otherwise, in the outcome of the proceeding or is substantially successful on the merits in the outcome of the proceeding.
Under Section 162 of the Act, and subject to Section 163 of the Act, we may pay, as they are incurred in advance of
the final disposition of an eligible proceeding, the expenses actually and reasonably incurred by an eligible party in respect of the proceeding, provided that we must not make such payments unless we first receive from the eligible party a written
undertaking that, if it is ultimately determined that the payment of expenses is prohibited under Section 163 of the Act, the eligible party will repay the amounts advanced.
Under Section 163 of the Act, we must not indemnify an eligible party against eligible penalties to which the eligible
party is or may be liable or pay the expenses of an eligible party in respect of that proceeding under Sections 160, 161 or 162 of the Act, as the case may be, if any of the following circumstances apply:
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