REG - Hochschild MiningPLC - AGM Result

Hochschild MiningAnnouncement

09/06/2023 16:30

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RNS Number : 3021C  Hochschild Mining PLC  09 June 2023

 

 

_________________________________________________________________________________

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.

________________________________________________________________________________

Enquiries:

Hochschild Mining PLC

Raj
Bhasin
 
 
+44 (0)7825 533495

Company Secretary

 

Hudson Sandler

Charlie
Jack
 
+44 (0)20 7796 4133

Public Relations

________________________________________________________________________________________________

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                                                                                                      VOTES FOR        % OF VOTES CAST (1)      VOTES AGAINST      % OF VOTES CAST (1)      TOTAL VOTES      VOTES WITHHELD

 ("O" denotes Ordinary Resolution, "S" denotes Special Resolution)
 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 shareholders(2)                                         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 shareholders(2)                                         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 shareholders(2)                                         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 shareholders(2)                                         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 shareholders(2)                                         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          368,777,483      99.58                    1,568,843          0.42                     370,346,326      13,979
                                     convert any securities into shares (O)
 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         368,301,571      99.45                    2,026,919          0.55                     370,328,490      31,815
                                     capital investment (S)
 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      367,177,977      99.14                    3,170,916          0.86                     370,348,893      11,412
                                     clear days' notice (S)

 

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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