Result of AGM

Fresnillo PLC

21 May 2024

 

                                                                                                        Fresnillo plc

21 Upper Brook Street

London W1K 7PY

United Kingdom

www.fresnilloplc.com

21 May 2024

FRESNILLO PLC - RESULT OF AGM

The Board is pleased to announce that all of the resolutions put to shareholders at today's Annual General Meeting were passed by means of a poll, including the ordinary resolutions (resolutions 1 to 18) and special resolutions (resolutions 19 to 22) as set out in the Company's notice of AGM dated 23 April 2024. The votes cast for resolutions 9 to 15 relating to the re-election and election of the independent Directors were duly passed by both a majority of the votes cast by the independent shareholders as well as by a majority of votes cast by all shareholders. These votes have been calculated separately and are shown below (independent shareholder votes cast being marked **)

The final voting figures are shown below.

Resolution	Total Votes Cast	For (*)		Against (*)		Withheld
		Number	%	Number	%
1: Presentation of the report and accounts	651,993,549	651,929,657	99.99	63,892	0.01	3,629,900
2: To approve the final dividend	655,614,185	655,118,933	99.92	495,252	0.08	9,264
3: To approve the Annual Report on Remuneration	655,611,399	647,223,058	98.72	8,388,341	1.28	12,050
4: To re-elect Mr Alejandro Baillères	655,611,746	585,163,841	89.25	70,447,905	10.75	11,208
5: To re-elect Mr Arturo Fernández	652,461,760	636,609,976	97.57	15,851,784	2.43	3,161,194
6: To re-elect Mr Fernando Ruiz	655,612,704	637,612,283	97.25	18,000,421	2.75	10,250
7: To re-elect Mr Eduardo Cepeda	655,612,204	606,583,326	92.52	49,028,878	7.48	10,750
8: To re-elect Mr Charles Jacobs	655,612,131	642,974,251	98.07	12,637,880	1.93	10,823
9: To re-elect Mr Alberto Tiburcio	655,611,904	632,978,524	96.55	22,633,380	3.45	11,050
	103,016,713	80,383,333	78.03	22,633,380	21.97	11,050
10: To re-elect Dame Judith Macgregor	655,611,176	651,388,890	99.36	4,222,286	0.64	11,778
	103,015,985	98,793,699	95.90	4,222,286	4.10	11,778
11: To re-elect Ms Georgina Kessel	655,612,705	651,384,990	99.36	4,227,715	0.64	10,249
	103,017,514	98,789,799	95.90	4,227,715	4.10	10,249
12: To re-elect Ms Guadalupe De la Vega	655,612,704	652,149,946	99.47	3,462,758	0.53	10,250
	103,017,513	99,554,755	96.64	3,462,758	3.36	10,250
13: To re-elect Mr Hector Rangel	655,612,007	651,354,343	99.35	4,257,664	0.65	10,947
	103,016,816	98,759,152	95.87	4,257,664	4.13	10,947
14: To elect Ms Luz Adriana Ramírez	655,611,767	655,584,498	100.00	27,269	0.00	11,187
	103,016,576	102,989,307	99.97	27,269	0.03	11,187
15: To elect Ms Rosa Vázquez	655,612,725	655,585,214	100.00	27,511	0.00	10,229
	103,017,534	102,990,023	99.97	27,511	0.03	10,229
16: To re-appoint the auditors	655,613,292	648,936,591	98.98	6,676,701	1.02	10,157
17: To authorise the audit committee to determine the auditors' remuneration	655,611,915	652,565,533	99.54	3,046,382	0.46	11,534
18: To give authority to Directors allot shares	655,611,720	655,033,626	99.91	578,094	0.09	11,729
19: To disapply pre-emption rights	655,611,235	651,725,175	99.41	3,886,060	0.59	12,214
20: To disapply pre-emption rights in in connection with an acquisition or other capital investment	655,611,237	651,942,205	99.44	3,669,032	0.56	11,717
21: To authorise purchase of own shares	655,614,270	649,624,945	99.09	5,989,325	0.91	9,179
22: Notice of general meetings	655,613,994	654,392,796	99.81	1,221,198	0.19	9,455

(*) = Includes discretionary votes

(**) =Votes cast by the independent shareholders

As at the date of the AGM, the number of issued shares and total voting rights of the Company was 736,893,589 shares in issue. The Company's Articles of Association set out that every member who is present in person or by proxy shall have one vote for every share of which he is the holder on a poll. The scrutineer of the poll was Equiniti Limited.

In accordance with Listing Rule 9.6.2, Fresnillo plc has submitted a copy of the resolutions dealing with the special business put to shareholders at the AGM today to the National Storage Mechanism, which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism

The Board is pleased with the support from shareholders for the majority of the resolutions but notes that resolution 9 (re-election of Alberto Tiburcio) was passed by 96.55% of the total votes cast, and by 78.03% of votes cast by independent shareholders. As noted in the Annual Report, the Board considers it to be in the best interests of the Company that Mr Tiburcio serves as a Director and considers him to be independent in character and judgement. The Board notes the level of dissent on this resolution among some shareholders and given the importance of the views of all the Company's shareholders to the Board, it will engage with those independent shareholders to understand the reasons for their votes against it. An update will be published on that engagement within six months.

ENDS

For further information, please visit our website www.fresnilloplc.com or contact:

FRESNILLO PLC      London Office                         Gabriela Mayor, IRO Mark Mochalski	Tel: [phone]
Mexico City Office Ana Belem Zárate Investor Relations	Tel: [phone]
POWERSCOURT Peter Ogden Public Relations	Tel: [phone]

ABOUT FRESNILLO PLC

Fresnillo plc is the world's largest primary silver producer and Mexico's largest gold producer, listed on the London and Mexican Stock Exchanges under the symbol FRES.

Fresnillo plc has eight operating mines, all of them in Mexico - Fresnillo, Saucito, Juanicipio, Ciénega, Herradura, Soledad-Dipolos¹, Noche Buena and San Julián (Veins and Disseminated Ore Body) and four advanced exploration projects - Orisyvo, Rodeo, Guanajuato and Tajitos as well as a number of other long term exploration prospects.

Fresnillo plc has mining concessions and exploration projects in Mexico, Peru and Chile.

Fresnillo plc's goal is to maintain the Group's position as the world's largest primary silver company and Mexico's largest gold producer.

¹ Operations at Soledad-Dipolos are currently suspended.

FORWARD LOOKING STATEMENTS

Information contained in this announcement may include 'forward-looking statements'. All statements other than statements of historical facts included herein, including, without limitation, those regarding the Fresnillo Group's intentions, beliefs or current expectations concerning, amongst other things, the Fresnillo Group's results of operations, financial position, liquidity, prospects, growth, strategies and the silver and gold industries are forward-looking statements. Such forward-looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward-looking statements are not guarantees of future performance and the actual results of the Fresnillo Group's operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates, may differ materially from those described in, or suggested by, the forward-looking statements contained in this document. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the Fresnillo Group operates are consistent with the forward-looking statements contained in this document, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments to differ materially from those expressed or implied by the forward-looking statements including, without limitation, general economic and business conditions, industry trends, competition, commodity prices, changes in regulation, currency fluctuations (including the US dollar and Mexican Peso exchanges rates), the Fresnillo Group's ability to recover its reserves or develop new reserves, including its ability to convert its resources into reserves and its mineral potential into resources or reserves, changes in its business strategy and political and economic uncertainty.

LEI: 549300JXWH1UV5J0XV81

 

END