Hochschild Regulatory News (HOC)

5 Jul 2007 07:01

Hochschild Mining PLC05 July 2007 Results of Annual General Meeting At the Annual General Meeting of Hochschild Mining plc held on 4 July 2007, thevotes cast in respect of each resolution proposed to shareholders were asfollows: Resolution 1 THAT, the audited accounts of the Company for the year ended 31 December 2006,together with the Directors' Report and the Auditors' Report be received. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Resolution 2 THAT, a final dividend for the financial year ended 31 December 2006 ofUS$0.0074 per ordinary share be declared. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Resolution 3 THAT, the Directors' Remuneration Report for the year ended 31 December 2006 beapproved. FOR AGAINST WITHHELD 281,048,107 529 nil 99.99% 0.01% nil% Resolution 4 THAT, Eduardo Hochschild, who retires in accordance with article 85 of theCompany's articles of association and who, being eligible, offers himself forelection as a Director, be elected. FOR AGAINST WITHHELD 275,413,074 5,529,676 105,886 98.03% 1.96% 0.01% Resolution 5 THAT, Roberto Danino, who retires in accordance with article 85 of the Company'sarticles of association and who, being eligible, offers himself for election asa Director, be elected. FOR AGAINST WITHHELD 278,298,636 2,750,000 nil 99.02% 0.98% nil% Resolution 6 THAT, Alberto Beeck, who retires in accordance with article 85 of the Company'sarticles of association and who, being eligible, offers himself for election asa Director, be elected. FOR AGAINST WITHHELD 278,298,636 2,750,000 nil 99.02% 0.98% nil% Resolution 7 THAT, Sir Malcolm Field, who retires in accordance with article 85 of theCompany's Articles of Association and who, being eligible, offers himself forelection as a Director, be elected. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Resolution 8 THAT, Jorge Born, who retires in accordance with article 85 of the Company'sArticles of Association and who, being eligible, offers himself for election asa Director, be elected. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Resolution 9 THAT Nigel Moore, who retires in accordance with Article 85 of the Company'sArticles of Association and who, being eligible, offers himself for election asa Director, be elected. FOR AGAINST WITHHELD 273,744,357 7,289,994 14,285 97.41% 2.59% 0.01% Resolution 10 THAT Dionisio Romero, who retires in accordance with article 85 of the Company'sArticles of Association and who, being eligible, offers himself for election asa Director, be elected. FOR AGAINST WITHHELD 271,008,642 10,009,994 nil 96.43% 3.57% nil% Resolution 11 THAT Ernst & Young LLP be re-appointed as Auditors. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Resolution 12 THAT the Audit Committee of the Company be authorised to set the remuneration ofthe Auditors. FOR AGAINST WITHHELD 281,046,136 nil 2,500 99.99% nil% 0.01% Resolution 13 THAT, in place of all subsisting authorities, which are hereby revoked butwithout prejudice to any allotment of securities thereto, the Directors be andare hereby generally and unconditionally authorised, pursuant to and inaccordance with section 80 of the Companies Act 1985, as amended (the "CompaniesAct"), to exercise all powers of the Company to allot relevant securities(within the meaning of section 80 of the Companies Act) up to an aggregatenominal amount of £25,612,522 for a period expiring (unless previously renewed,varied or revoked by the Company in general meeting) on the earlier of 4 October2008 or the Company's annual general meeting in 2008, save that the Directorsmay before such expiry make an offer or agreement which would or might requirerelevant securities to be allotted after the expiry of such period. FOR AGAINST WITHHELD 281,007,636 nil 41,000 99.99% nil% 0.01% As Special Resolutions Resolution 14 THAT, the Directors be and are hereby empowered pursuant to section 95 of theCompanies Act to allot equity securities (as defined in section 94(2) of theCompanies Act) for cash as if section 89(1) of the Companies Act did not applyto any such allotment provided that this power shall be limited to the allotmentof equity securities: 14.1 in connection with a rights issue; and 14.2 otherwise than in connection with a rights issue, up to an aggregatenominal amount of £3,841,878, (representing an amount equal to 5 per cent of theCompany's issued ordinary share capital as at 24 May 2007). in each case for a period expiring on the earlier of 4 October 2008 or theCompany's annual general meeting in 2008 and save that the Directors may beforesuch expiry make an offer or agreement which would or might require equitysecurities to be allotted after the expiry of such period. For the purposes of this Resolution 14, (i) "rights issue" means an offer of equity securities open for acceptance for aperiod fixed by the Directors to holders (other than the Company) on theregister on a record date fixed by the Directors of ordinary shares inproportion to their respective holdings (for which purpose holdings incertificated and uncertificated form may be treated as separate holdings) butsubject to such exclusions or other arrangements as the Directors may deemnecessary or expedient in relation to fractional entitlements or legal orpractical problems under the laws of, or the requirements of any recognisedregulatory body or any stock exchange in, any territory; (ii) references to an allotment of equity securities shall include a sale oftreasury shares; and (iii) the nominal amount of any securities shall be taken to be, in the case ofrights to subscribe for or convert any securities into shares of the Company,the nominal amount of such shares which may be allotted pursuant to such rights. The power conferred by this Resolution 14, insofar as it relates to theallotment of equity securities rather than the sale of treasury shares, isgranted pursuant to Resolution 13 above conferring authority under section 80 ofthe Companies Act. FOR AGAINST WITHHELD 273,713,142 7,292,494 43,000 97.39% 2.60% 0.01% Resolution 15 THAT, the Company be generally and unconditionally authorised for the purposesof section 166 of the Companies Act to make one or more market purchases (withinthe meaning of section 163(3) of the Companies Act) of ordinary shares of £0.25each in the capital of the Company provided that: 15.1 the maximum aggregate number of ordinary shares authorised to bepurchased is £7,683,756 (representing an amount equal to 10 per cent of theCompany's issued ordinary share capital as at 24 May 2007).; 15.2 the minimum price which may be paid for an ordinary share is £0.25per ordinary share; 15.3 the maximum price which may be paid for an ordinary share is an amountequal to the higher of (i) 105% of the average of the closing price of theCompany's ordinary shares as derived from the London Stock Exchange DailyOfficial List for the five business days immediately preceding the day on whichsuch ordinary share is contracted to be purchased or (ii) the higher of theprice of the last independent trade and the highest current bid as stipulated byarticle 5(1) of Commission Regulation (EC) 22 December 2003 implementing theMarket Abuse Directive as regards exemptions for buy-back programmes andstabilisation of financial instruments (No 2273/2003); 15.4 unless previously renewed, varied or revoked, this authority shall continuefor a period expiring on the earlier of 4 October 2008 or the Company's annualgeneral meeting in 2008, save that the Company may make a contract or contractsto purchase ordinary shares under this authority before the expiry of suchauthority which will or may be executed wholly or partly after the expiry ofsuch authority. FOR AGAINST WITHHELD 281,005,636 nil 43,000 99.99% nil% 0.01% Resolution 16 THAT, the Company be authorised: 16.1 at the discretion of the Directors and in accordance with the provisions ofthe Companies Act 2006 and the articles of association of the Company as amendedand adopted at the AGM, to send or supply all types of notices, documents orinformation to the shareholders, whether in electronic form, by electronic meansor by making them available on a website, provided that the Company reasonablyconsiders the recipient will be able to read and retain a copy of them; 16.2 to ask any shareholder individually (i) to agree that notices, documentsand information may be sent or supplied to him in electronic form, includingemail, and (ii) to provide the Company with an address at which such shareholdercan receive communications by electronic means from the Company, to the effectthat where a shareholder provides such address he shall be deemed to have agreedto receive notices, documents and information from the Company in electronicform; and 16.3 not more than once in every year, to ask any shareholder individually toagree that the Company may send or supply any notices, documents or informationto him by means of a website to the effect that if the Company has not receiveda response within the period of 28 days, beginning with the date on which theCompany's request was sent, (and provided that the Company's request statedclearly what the effect of a failure to respond would be) then such shareholdershall be taken to have agreed that the Company may send or supply notices,documents or information to him in that manner. FOR AGAINST WITHHELD 281,003,136 nil 45,500 99.99% nil% 0.01% Resolution 17 THAT, the articles of association produced to the meeting and initialled by theChairman for the purpose of identification be adopted as the new articles ofassociation of the Company in substitution for, and to the exclusion of, theexisting articles of association with effect from the end of this meeting toallow for, inter alia, all notices, documents and information which can be sentor supplied in electronic form, by electronic means or by means of a website inaccordance with the Companies Act 2006 to be sent or supplied by the Company toits shareholders in electronic form, by electronic means or by means of awebsite further to the general and specific authorisations of the shareholdersreferred to in paragraph 16 above, and the Directors be authorised to do allsuch acts and things as they consider necessary or desirable to give effect tothis. FOR AGAINST WITHHELD 281,048,636 nil nil 100.00% nil% nil% Enquiries: Hochschild Mining plc Wray Barber +44 (0)20 7152 6014 Head of Investor Relations This information is provided by RNS The company news service from the London Stock Exchange