Last checked at 9 Jun 2023 16:16
_________________________________________________________________________________
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 ("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.
- ends -