Last checked at 26 May 2022 10:52
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26 May 2022
Results of EGM & AGM
Hochschild Mining PLC (the "Company") announces the results detailed below of the polls taken at the Extraordinary General Meeting (the "EGM") and Annual General Meeting (the "AGM") held earlier this morning at which all proposed resolutions were passed.
As announced on 23 February 2022, at the conclusion of the AGM:
(i) Graham Birch and Dionisio Romero retired from the Board, and Mike Sylvestre and Nicolas Hochschild joined the Board as Independent Non-Executive Director and Non-Executive Director respectively;
(ii) Tracey Kerr assumed the Chair of the Sustainability Committee; and
(iii) Mike Sylvestre joined the Sustainability and Nomination Committees.
In accordance with Listing Rule 9.6.2R, the Company has submitted copies of the resolutions dealing with the AGM special business as well as the EGM resolutions to the National Storage Mechanism, which will shortly be available for inspection at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
As announced on 20 April 2022, at the conclusion of the EGM following the approval of shareholders, the Company entered into deeds of release in favour of the Company's shareholders and directors in relation to its dividend rectification process.
Following the passing of all resolutions at the EGM, the Company will seek approval by the Court of England and Wales for the following:
(i) a capitalisation of the Company's merger reserve followed by a cancellation of the shares that are issued with the sum arising on the cancellation being credited to the Company's retained earnings reserve;
(ii) the subsequent reduction of all or part of the Company's share premium account and the crediting of the amount by which the share premium account is reduced to the Company's retained earnings reserve; and
(iii) the reduction in the nominal value of the Ordinary Shares from 25 pence per Ordinary Share to 1 pence per Ordinary Share.
Note
The number of Ordinary Shares in issue on 26 May 2022 at 6 p.m. 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 owns the Mara Rosa Advanced Project in Brazil as well as numerous long-term projects throughout the Americas.
LEI: 549300JK10TVQ3CCJQ89
EGM Resolutions ("S" denotes Special Resolution) |
| VOTES FOR |
| % OF VOTES CAST 1 |
| VOTES AGAINST |
| % OF VOTES CAST 1 |
| TOTAL VOTES |
| VOTES WITHHELD | |
1 | Dividend Rectification (S) | 174,081,152 | 99.95 | 94,372 | 0.05 | 174,175,524 | 215,953,2152 | ||||||
2 | Capitalisation of Merger Reserve & Cancellation of Bonus Shares (S) | 389,977,782 | 99.98 | 96,726 | 0.02 | 390,074,508 | 54,231 | ||||||
3 | Reduction of Capital (S) | 390,008,211 | 99.98 | 74,399 | 0.02 | 390,082,610 | 46,129 | ||||||
1. Excludes votes withheld 2. Includes votes withheld by the Directors, the Related Party Former Director and the Substantial Shareholder and each of their respective associates (such capitalised terms carrying the meanings given to them in the Company's shareholder circular dated 20 April 2022).
| |||||||||||||
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 2021 Report and Accounts (O) | 396,050,815 | 99.49 | 2,048,156 | 0.51 | 398,098,971 | 291,233 | ||||||
2 | Approve 2021 Directors' Remuneration Report (O) | 384,113,210 | 96.44 | 14,168,466 | 3.56 | 398,281,676 | 108,528 | ||||||
3 | Approve the final dividend (O) | 398,357,139 | 99.99 | 2,326 | 0.01 | 398,359,465 | 30,739 | ||||||
4 | Re-elect Jorge Born Jr. (O) | 384,840,241 | 97.58 | 9,531,375 | 2.42 | 394,371,616 | 4,018,588 | ||||||
Votes of the independent shareholders2 |
| 187,939,935 | 95.17 | 9,531,375 | 4.83 | 197,471,310 | 4,018,588 | ||||||
5 | Re-elect Ignacio Bustamante (O) | 363,817,842 | 96.92 | 11,555,683 | 3.08 | 375,373,525 | 23,016,679 | ||||||
6 | Re-elect Jill Gardiner (O) | 391,909,116 | 99.38 | 2,462,500 | 0.62 | 394,371,616 | 4,018,588 | ||||||
Votes of the independent shareholders2 |
| 195,008,810 | 98.75 | 2,462,500 | 1.25 | 197,471,310 | 4,018,588 | ||||||
7 | Re-elect Eduardo Hochschild (O) | 345,552,755 | 92.60 | 27,628,049 | 7.40 | 373,180,804 | 25,209,400 | ||||||
8 | Re-elect Eileen Kamerick (O) | 380,317,187 | 96.44 | 14,044,429 | 3.56 | 394,361,616 | 4,028,588 | ||||||
Votes of the independent shareholders2 |
| 183,416,881 | 92.89 | 14,044,429 | 7.11 | 197,461,310 | 4,028,588 | ||||||
9 | Elect Tracey Kerr (O) | 393,703,155 | 99.83 | 658,461 | 0.17 | 394,361,616 | 4,028,588 | ||||||
Votes of the independent shareholders2 |
| 196,802,849 | 99.67 | 658,461 | 0.33 | 197,461,310 | 4,028,588 | ||||||
10 | Re-elect Michael Rawlinson (O) | 364,521,902 | 92.44 | 29,823,714 | 7.56 | 394,345,616 | 4,044,588 | ||||||
Votes of the independent shareholders2 |
| 167,621,596 | 84.90 | 29,823,714 | 15.10 | 197,445,310 | 4,044,588 | ||||||
11 | Re-appoint Ernst & Young LLP as auditors (O) | 373,095,677 | 93.66 | 25,247,788 | 6.34 | 398,343,465 | 46,739 | ||||||
12 | Authorise the Audit Committee to set the auditors' remuneration (O) | 375,141,522 | 94.18 | 23,202,943 | 5.82 | 398,344,465 | 45,739 | ||||||
13 | Authorise directors to allot shares/grant rights to subscribe for or to convert any securities into shares (O) | 396,767,673 | 99.60 | 1,588,456 | 0.4 | 398,356,129 | 34,075 | ||||||
14 | Disapply statutory pre-emption rights (S) | 397,640,044 | 99.83 | 672,585 | 0.17 | 398,312,629 | 77,575 | ||||||
15 | Disapply statutory pre-emption rights to finance an acquisition or other capital investment (S) | 392,721,429 | 98.59 | 5,635,200 | 1.41 | 398,356,629 | 33,575 | ||||||
16 | Authorise the Company to make market purchases of own shares (S) | 396,170,087 | 99.48 | 2,090,470 | 0.52 | 398,260,557 | 129,647 | ||||||
17 | Authorise general meetings other than AGMs to be called on not less than 14 clear days' notice (S) | 388,288,320 | 97.47 | 10,071,309 | 2.53 | 398,359,629 | 30,575 | ||||||
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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