AGM Result

Hochschild Mining PLC

09 June 2023

 

 

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9 June 2023

Result of AGM

Hochschild Mining PLC (the "Company") announces the results detailed below of the poll taken at the Annual General Meeting (the "AGM") held earlier today at which all proposed resolutions were passed.

Re-election of Eduardo Hochschild

The Board notes the level of votes against Resolution 6, the re-election of the Chair, Eduardo Hochschild. 

As the Company's largest shareholder and given Eduardo's significant experience of mining in Peru, the Directors believe that his continued role as Board Chair to be in the best interests of the Company.

Hochschild Mining's governance framework incorporates a number of checks and balances in line with the UK Corporate Governance Code, including the presence of a majority of independent Non-Executive Directors on the Board, fully independent Audit and Remuneration Committees and an active role played by the Senior Independent Director.

Eduardo Hochschild has been the Company's largest shareholder since its listing on the London Stock Exchange in 2006 and has chaired the Board since then.  The Directors will discuss the reasons for the notable change in sentiment this year with regards to his role as Board Chair as part of the scheduled shareholder engagement process due to take place over the Autumn on the proposed Remuneration Policy to be put to the 2024 AGM.  

The Board values open and transparent dialogue with all stakeholders and will provide an update, as recommended by the UK Corporate Governance Code, within six months of the AGM.

Board & Committee Composition

As announced on 20 April 2023, at the conclusion of the AGM:

(i)       Eileen Kamerick and Nicolas Hochschild stepped down from the Board;

(ii)      Jill Gardiner assumed the Chair of the Audit Committee on an interim basis; and

(iii)     Mike Sylvestre joined as a member of the Audit Committee.

Due to ongoing technical issues with the National Storage Mechanism, the Company is unable to submit a copy of the resolutions dealing with the AGM special business in accordance with Listing Rule 9.6.2R.  This will be filed once possible but the text of the resolutions has been reproduced in the appendix below.

Note

The number of Ordinary Shares in issue on 7 June 2023 at 6pm was 514,458,432. Shareholders are entitled to one vote per share.  A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes cast.

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Enquiries:

Hochschild Mining PLC

Raj Bhasin                                                                                                                                                               [phone]

Company Secretary

Hudson Sandler

Charlie Jack                                                                                                                                                            [phone]

Public Relations

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About Hochschild Mining PLC

Hochschild Mining PLC is a leading precious metals company listed on the London Stock Exchange (HOCM.L / HOC LN) with a primary focus on the exploration, mining, processing and sale of silver and gold. Hochschild has over fifty years' experience in the mining of precious metal epithermal vein deposits and currently operates three underground epithermal vein mines, two located in southern Peru and one in southern Argentina. Hochschild also owns the Mara Rosa Advanced Project in Brazil as well as numerous long-term projects throughout the Americas.

LEI: 549300JK10TVQ3CCJQ89

AGM Resolutions ("O" denotes Ordinary Resolution, "S" denotes Special Resolution)			VOTES FOR		% OF VOTES CAST 1		VOTES AGAINST		% OF VOTES CAST 1		TOTAL VOTES		VOTES WITHHELD
1	Receipt of 2022 Report and Accounts (O)		367,413,444		100.00		16,300		0.00		367,429,744		2,930,561
2	Approve 2022 Directors' Remuneration Report (O)		320,257,876		96.02		13,287,776		3.98		333,545,652		36,814,653
3	Re-elect Jorge Born Jr. (O)		357,845,070		97.73		8,326,154		2.27		366,171,224		4,189,081
	Votes of the independent shareholders2		160,944,764		95.08		8,326,154		4.92		169,270,918		4,189,081
4	Re-elect Ignacio Bustamante (O)		356,090,638		97.25		10,080,586		2.75		366,171,224		4,189,081
5	Re-elect Jill Gardiner (O)		352,036,833		96.14		14,134,391		3.86		366,171,224		4,189,081
	Votes of the independent shareholders2		155,136,527		91.65		14,134,391		8.35		169,270,918		4,189,081
6	Re-elect Eduardo Hochschild (O)		277,295,922		76.01		87,541,484		23.99		364,837,406		5,522,899
7	Re-elect Tracey Kerr (O)		360,994,386		99.07		3,393,864		0.93		364,388,250		5,972,055
	Votes of the independent shareholders2		164,094,080		97.97		3,393,864		2.03		167,487,944		5,972,055
8	Re-elect Michael Rawlinson (O)		342,382,114		93.51		23,766,110		6.49		366,148,224		4,212,081
	Votes of the independent shareholders2		145,481,808		85.96		23,766,110		14.04		169,247,918		4,212,081
9	Elect Mike Sylvestre (O)		362,782,781		99.08		3,364,443		0.92		366,147,224		4,213,081
	Votes of the independent shareholders2		165,882,475		98.01		3,364,443		1.99		169,246,918		4,213,081
10	Re-appoint Ernst & Young LLP as auditors (O)		364,133,273		98.33		6,193,522		1.67		370,326,795		33,510
11	Authorise the Audit Committee to set the auditors' remuneration (O)		370,096,573		99.93		243,753		0.07		370,340,326		19,979
12	Authorise directors to allot shares/grant rights to subscribe for or to convert any securities into shares (O)		368,777,483		99.58		1,568,843		0.42		370,346,326		13,979
13	Disapply statutory pre-emption rights (S)		368,672,454		99.55		1,668,762		0.45		370,341,216		19,089
14	Disapply statutory pre-emption rights to finance an acquisition or other capital investment (S)		368,301,571		99.45		2,026,919		0.55		370,328,490		31,815
15	Authorise the Company to make market purchases of own shares (S)		364,291,527		98.39		5,964,959		1.61		370,256,486		103,819
16	Authorise general meetings other than AGMs to be called on not less than 14 clear days' notice (S)		367,177,977		99.14		3,170,916		0.86		370,348,893		11,412

1.     Excludes votes withheld

2.     Under Listing Rule 9.2.2E R, resolutions on the re-election of any independent director must be approved by (a) the shareholders of the Company; and (b) the independent shareholders of the Company (i.e. excluding the 196,900,306 shares owned by Pelham Investment Corporation which is ultimately controlled by Eduardo Hochschild)

APPENDIX

RESOLUTIONS OTHER THAN THOSE CONCERNING ORDINARY BUSINESS PASSED BY SHAREHOLDERS OF

THE COMPANY AT THE ANNUAL GENERAL MEETING HELD ON 9 JUNE 2023

SPECIAL RESOLUTIONS

15         THAT, the Company be and is hereby generally and unconditionally authorised for the purpose of Section 701 of the 2006 Act to make one or more market purchases (as defined in Section 693 of that Act) of Ordinary Shares of £0.01 each in the capital of the Company provided that:

15.1            the maximum aggregate number of Ordinary Shares authorised to be purchased is 51,387,556 (representing an amount equal to 10 per cent of the Company's issued ordinary share capital as at 24 April 2023);

15.2            the minimum price which may be paid for an Ordinary Share is £0.01 per Ordinary Share;

15.3            the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (i) an amount equal to 5 per cent above the average closing price of such Ordinary Shares for the five business days on the London Stock Exchange prior to the date of purchase; and (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by the Regulatory Technical Standards as referred to in article 5(6) of the Market Abuse Regulation (as it forms part of UK law); and

15.4            this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2024 or, if earlier, 30 June 2024 (except in relation to the purchase of shares the contract for which was concluded before the expiry of such authority and which might be executed wholly or partly after such expiry) unless such authority is renewed prior to such time.

16         THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

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