_________________________________________________________________________________
13 June 2024
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, which the Company assumes to be the result of a proxy
adviser's continued concerns with regards to tenure as Chair and
succession planning. This notwithstanding, the Directors are
encouraged to see the increased level of support for Eduardo
Hochschild's re-election this year compared to 2023.
As previously announced by the
Company and as set out in the Company's Annual Reports, the
Directors believe that taking into account Eduardo Hochschild's
long-standing involvement with the Company, his significant
shareholding (through his control of Pelham Investment Corporation
("Pelham") the Company's largest shareholder), and the governance
structure and practices that have been adopted, his continued role
as Company Chair remains in the best interests of the
Company.
Furthermore, as described in the
2023 Annual Report, and in discussions with the specific proxy
adviser and others, in keeping with the practice for all senior
positions, the Company has a succession plan in place in relation
to the Chair. Whilst Eduardo Hochschild has no plans to retire in
the short to medium term, he has informed the Board that, absent
any change in circumstances, his intention is to retire by the age
of 70 (being within the next 10 years).
Re-election of Michael
Rawlinson
The Board further notes the level
of votes of the shareholders excluding Pelham (the "Independent
Shareholders") against resolution 10, the re-election of Michael
Rawlinson, who acts as Chair of the Remuneration Committee and
Senior Independent Non-Executive Director ("SID").
As detailed in the table below,
the remuneration-related items of AGM business have been passed by
majorities of at least 93% of the votes cast and so, in the absence
of any other concerns raised by proxy advisers and shareholders,
the Company is not aware of the reasons for the level of dissent by
the Independent Shareholders. The Directors wish to note that, as
disclosed in the 2023 Annual Report, it is envisaged that Tracey
Kerr will succeed Michael Rawlinson as SID on completion of his
tenure in 2025.
Rule 9 Waiver
Finally, the Board notes the level
of votes against resolution 16, the approval of the Rule 9 Waiver
from the UK Takeover Panel.
The Directors note that the voting
outcome reflects concerns with what has been described as "creeping
control" that Eduardo Hochschild would indirectly benefit from as a
result of any share buyback undertaken by the Company in which
Pelham does not also tender its shares pro-rata (a "Share Buyback
Excluding Pelham").
The Independent Non-Executive
Directors ("INEDs") confirm that the decision to approach the UK
Takeover Panel for the Rule 9 Waiver and seek Independent
Shareholders' approval for it was taken at a time when the
Company's share price was significantly lower than the current
level, and to maintain flexibility to return value to shareholders
through a Share Buyback Excluding Pelham between the 2024 AGM and
the 2025 AGM, should it be considered to be in the best interests
of all shareholders.
The INEDs note the approval of
Resolution 16 by a majority of the Independent Shareholders and
confirm that any decision to undertake a Share Buyback Excluding
Pelham will be considered by the INEDs taking into account all
relevant considerations, including the Company's financial position
and other uses of cash.
The Board values open and
transparent dialogue with all stakeholders and will discuss the
above matters with the Company's significant shareholders, and will
provide an update, as recommended by the UK Corporate Governance
Code, within six months of the AGM.
Chair of Audit
Committee
As announced on 13 March 2024, at
the conclusion of the AGM, Joanna Pearson replaced Jill Gardiner as
the Chair of the Audit Committee.
In accordance with Listing Rule
9.6.2R, the Company has submitted copies of the resolutions dealing
with the AGM special business to the National Storage Mechanism,
which will shortly be available for inspection
at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Note
The number of Ordinary Shares in
issue on 11 June 2024 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) and crosstrades on the OTCQX Best Market in
the U.S. (HCHDF), 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 operates two underground epithermal vein mines:
Inmaculada, located in southern Peru; and San Jose in southern
Argentina, and an open pit gold mine, Mara Rosa, located in the
state of Goiás, Brazil. Hochschild also has 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 2023 Report and Accounts
(O)
|
|
383,307,868
|
|
100.00%
|
|
13,989
|
|
0.00%
|
|
383,321,857
|
|
1,427,659
|
|
2
|
Approve 2023 Directors'
Remuneration Report (O)
|
|
360,197,871
|
|
93.63%
|
|
24,492,686
|
|
6.37%
|
|
384,690,557
|
|
58,959
|
|
3
|
Approve Directors' Remuneration
policy (O)
|
|
358,843,749
|
|
93.28%
|
|
25,844,735
|
|
6.72%
|
|
384,688,484
|
|
61,032
|
|
4
|
Re-elect Jorge Born Jr.
(O)
|
|
372,956,421
|
|
96.99%
|
|
11,591,163
|
|
3.01%
|
|
384,547,584
|
|
201,932
|
|
5
|
Re-elect Jill Gardiner
(O)
|
|
381,949,416
|
|
99.29%
|
|
2,726,684
|
|
0.71%
|
|
384,676,100
|
|
73,416
|
|
|
Votes of the independent
shareholders2
|
|
185,049,110
|
|
98.55%
|
|
2,726,684
|
|
1.45%
|
|
187,775,794
|
|
73,416
|
|
6
|
Re-elect Eduardo Hochschild
(O)
|
|
302,246,063
|
|
78.60%
|
|
82,297,692
|
|
21.40%
|
|
384,543,755
|
|
205,761
|
|
7
|
Re-elect Tracey Kerr (O)
|
|
380,511,038
|
|
99.24%
|
|
2,925,061
|
|
0.76%
|
|
383,436,099
|
|
1,313,417
|
|
|
Votes of the independent
shareholders2
|
|
183,610,732
|
|
98.43%
|
|
2,925,061
|
|
1.57%
|
|
186,535,793
|
|
1,313,417
|
|
8
|
Elect Eduardo Landin (O)
|
|
384,453,218
|
|
99.94%
|
|
222,886
|
|
0.06%
|
|
384,676,104
|
|
73,412
|
|
9
|
Elect Joanna Pearson (O)
|
|
384,541,954
|
|
99.97%
|
|
134,148
|
|
0.03%
|
|
384,676,102
|
|
73,414
|
|
|
Votes of the independent
shareholders2
|
|
187,641,648
|
|
99.93%
|
|
134,148
|
|
0.07%
|
|
187,775,796
|
|
73,414
|
|
10
|
Re-elect Michael Rawlinson
(O)
|
|
345,306,737
|
|
89.77%
|
|
39,353,366
|
|
10.23%
|
|
384,660,103
|
|
89,413
|
|
|
Votes of the independent
shareholders2
|
|
148,406,431
|
|
79.04%
|
|
39,353,366
|
|
20.96%
|
|
187,759,797
|
|
89,413
|
|
11
|
Re-elect Mike Sylvestre
(O)
|
|
382,060,842
|
|
99.32%
|
|
2,615,260
|
|
0.68%
|
|
384,676,102
|
|
73,414
|
|
|
Votes of the independent
shareholders2
|
|
185,160,536
|
|
98.61%
|
|
2,615,260
|
|
1.39%
|
|
187,775,796
|
|
73,414
|
|
12
|
Re-appoint Ernst & Young LLP as
auditors (O)
|
|
375,762,162
|
|
97.68%
|
|
8,930,116
|
|
2.32%
|
|
384,692,278
|
|
57,238
|
|
13
|
Authorise the Audit Committee to
set the auditors' remuneration (O)
|
|
383,084,673
|
|
99.58%
|
|
1,611,157
|
|
0.42%
|
|
384,695,830
|
|
53,686
|
|
14
|
Authorise directors to allot
shares/grant rights to subscribe for or to convert any securities
into shares (O)
|
|
382,599,274
|
|
99.45%
|
|
2,099,886
|
|
0.55%
|
|
384,699,160
|
|
50,356
|
|
15
|
Approve the Deferred Bonus Plan
(O)
|
|
376,356,576
|
|
97.84%
|
|
8,308,169
|
|
2.16%
|
|
384,664,745
|
|
84,771
|
|
16
|
Approve the Rule 9 waiver granted
by the Panel on Takeover and Mergers (O)3
|
|
117,528,312
|
|
62.58%
|
|
70,287,837
|
|
37.42%
|
|
187,816,149
|
|
33,061
|
|
17
|
Disapply statutory pre-emption
rights (S)
|
|
381,822,266
|
|
99.25%
|
|
2,879,038
|
|
0.75%
|
|
384,701,304
|
|
48,212
|
|
18
|
Disapply statutory pre-emption
rights to finance an acquisition or other capital investment
(S)
|
|
383,083,673
|
|
99.58%
|
|
1,618,281
|
|
0.42%
|
|
384,701,954
|
|
47,562
|
|
19
|
Authorise the Company to make
market purchases of own shares (S)
|
|
375,455,362
|
|
97.61%
|
|
9,210,810
|
|
2.39%
|
|
384,666,172
|
|
83,344
|
|
20
|
Authorise general meetings other
than AGMs to be called on not less than 14 clear days' notice
(S)
|
|
381,851,508
|
|
99.26%
|
|
2,854,937
|
|
0.74%
|
|
384,706,445
|
|
43,071
|
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 ("Pelham") which is ultimately
controlled by Eduardo Hochschild)
3. As stated in the
Notice of AGM, no member of the Pelham Concert Party (as defined in
the shareholder circular dated 9 May 2024) is entitled to vote on
Resolution 16.
- ends
-