Last checked at 27 May 2021 15:25
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27 May 2021
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 this afternoon at which all proposed resolutions were passed.
The Board notes the level of votes against Resolution 2 (approval of the 2020 Directors' Remuneration Report) and Resolution 11 (the re-election of Dionisio Romero Paoletti).
Approval of 2020 Directors' Remuneration Report
The Directors appreciate the support received for the Remuneration Report in an extremely difficult year.
The Company recognises that the partial restatement of annual bonus objectives during the year is not usual practice but was considered necessary by the Remuneration Committee (the "Committee"). This was in light of the significant disruption suffered at the operations, primarily resulting from Covid-related suspensions which were mandated by governmental authorities. Furthermore, the Committee felt that the level of bonus should reflect management's excellent performance in responding to the unprecedented challenges posed by the pandemic. A detailed explanation of the reasoning for the adjustments has been provided in the 2020 Annual Report and Accounts and through personal engagement with the Company's major shareholders.
Re-election of Dionisio Romero Paoletti
With regards to Resolution 11, the Board notes shareholders' continued concerns in connection with Mr Romero's availability in light of the number of publicly-listed boards of which he is a member. The Board has considered the matter, noting that Mr Romero serves on the Hochschild Board as a nominee director of the Company's major shareholder, Pelham Investment Corporation, which is ultimately controlled by Eduardo Hochschild.
Mr Romero has continued to reassure the Board of his availability and commitment to the Company.
The Company values open and transparent dialogue with all stakeholders and will continue to engage with its shareholders to ensure their views on the above matters and, in general, are known and understood. An update will be provided, as required by the UK Corporate Governance Code, within six months of the AGM.
Copies of Articles of Association & Resolutions
Copies of the new Articles of Association and resolutions passed as Special Business at the Annual General Meeting are being submitted to the UK Listing Authority and will shortly be available for inspection at the National Storage Mechanism at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Note
The number of Ordinary Shares in issue on 25 May 2021 at 6pm was 513,875,563. 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 +44 (0)7825 533495
Company Secretary
Hudson Sandler
Charlie Jack +44 (0)20 7796 4133
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 has numerous long-term projects throughout the Americas.
LEI: 549300JK10TVQ3CCJQ89
Resolution ("O" denotes Ordinary Resolution, "S" denotes Special Resolution) |
| VOTES FOR |
| % OF VOTES CAST1 |
| VOTES AGAINST |
| % OF VOTES CAST1 |
| TOTAL VOTES |
| VOTES WITHHELD | |
1 | Receipt of 2020 Report and Accounts (O) |
| 416,621,275 |
| 99.44% |
| 2,327,284 |
| 0.56% |
| 418,948,559 |
| 1,124,015 |
2 | Approve 2020 Directors' Remuneration Report (O) |
| 282,820,516 |
| 67.47% |
| 136,328,236 |
| 32.53% |
| 419,148,752 |
| 923,822 |
3 | Approve the Directors' Remuneration Policy (O) |
| 359,539,286 |
| 85.60% |
| 60,498,907 |
| 14.40% |
| 420,038,193 |
| 34,381 |
4 | Approve the final dividend (O) |
| 420,045,646 |
| 99.99% |
| 3,202 |
| 0.01% |
| 420,048,848 |
| 23,726 |
5 | Re-elect Graham Birch (O) |
| 418,545,391 |
| 99.85% |
| 631,300 |
| 0.15% |
| 419,176,691 |
| 895,883 |
| Votes of the independent shareholders2 |
| 221,645,085 |
| 99.72% |
| 631,300 |
| 0.28% |
| 222,276,385 |
| 895,883 |
6 | Re-elect Jorge Born Jr. (O) |
| 415,723,097 |
| 98.98% |
| 4,290,011 |
| 1.02% |
| 420,013,108 |
| 59,466 |
| Votes of the independent shareholders2 |
| 218,822,791 |
| 98.08% |
| 4,290,011 |
| 1.92% |
| 223,112,802 |
| 59,466 |
7 | Re-elect Ignacio Bustamante (O) |
| 404,291,184 |
| 99.96% |
| 151,968 |
| 0.04% |
| 404,443,152 |
| 15,629,422 |
8 | Elect Jill Gardiner (O) |
| 418,650,207 |
| 99.67% |
| 1,392,902 |
| 0.33% |
| 420,043,109 |
| 29,465 |
| Votes of the independent shareholders2 |
| 221,749,901 |
| 99.38% |
| 1,392,902 |
| 0.62% |
| 223,142,803 |
| 29,465 |
9 | Re-elect Eduardo Hochschild (O) |
| 343,389,223 |
| 84.90% |
| 61,085,929 |
| 15.10% |
| 404,475,152 |
| 15,597,422 |
10 | Re-elect Eileen Kamerick (O) |
| 396,790,854 |
| 94.46% |
| 23,252,255 |
| 5.54% |
| 420,043,109 |
| 29,465 |
| Votes of the independent shareholders2 |
| 199,890,548 |
| 89.58% |
| 23,252,255 |
| 10.42% |
| 223,142,803 |
| 29,465 |
11 | Re-elect Dionisio Romero Paoletti (O) |
| 246,736,444 |
| 61.06% |
| 157,365,608 |
| 38.94% |
| 404,102,052 |
| 15,970,522 |
12 | Re-elect Michael Rawlinson (O) |
| 385,429,732 |
| 91.76% |
| 34,613,376 |
| 8.24% |
| 420,043,108 |
| 29,466 |
| Votes of the independent shareholders2 |
| 188,529,426 |
| 84.49% |
| 34,613,376 |
| 15.51% |
| 223,142,802 |
| 29,466 |
13 | Re-elect Sanjay Sarma (O) |
| 419,541,770 |
| 99.88% |
| 501,339 |
| 0.12% |
| 420,043,109 |
| 29,465 |
| Votes of the independent shareholders2 |
| 222,641,464 |
| 99.78% |
| 501,339 |
| 0.22% |
| 223,142,803 |
| 29,465 |
14 | Re-appoint Ernst & Young LLP as auditors (O) |
| 403,588,361 |
| 96.08% |
| 16,457,747 |
| 3.92% |
| 420,046,108 |
| 26,466 |
15 | Authorise the Audit Committee to set the auditors' remuneration (O) |
| 420,043,659 |
| 99.99% |
| 3,552 |
| 0.01% |
| 420,047,211 |
| 25,363 |
16 | Authorise directors to allot shares/grant rights to subscribe for or to convert any securities into shares (O) |
| 416,128,643 |
| 99.07% |
| 3,912,190 |
| 0.93% |
| 420,040,833 |
| 31,741 |
17 | Disapply statutory pre-emption rights (S) |
| 414,346,386 |
| 99.99% |
| 34,156 |
| 0.01% |
| 414,380,542 |
| 5,692,032 |
18 | Disapply statutory pre-emption rights to finance an acquisition or other capital investment (S) |
| 418,249,565 |
| 99.58% |
| 1,768,243 |
| 0.42% |
| 420,017,808 |
| 54,766 |
19 | Authorise the Company to make market purchases of own shares (S) |
| 418,621,104 |
| 99.68% |
| 1,326,903 |
| 0.32% |
| 419,948,007 |
| 124,567 |
20 | Adopt new Articles of Association (S) |
| 420,049,029 |
| 99.99% |
| 5,202 |
| 0.01% |
| 420,054,231 |
| 18,343 |
21 | Authorise general meetings other than AGMs to be called on not less than 14 clear days' notice (S) |
| 413,120,756 |
| 98.35% |
| 6,937,555 |
| 1.65% |
| 420,058,311 |
| 14,263 |
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)
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