REG - Hochschild MiningPLC - Result of AGM

Hochschild MiningAnnouncement

13/06/2024 14:15

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RNS Number : 3697S  Hochschild Mining PLC  13 June 2024

 

_________________________________________________________________________________

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
(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                                                                                                        VOTES FOR        % OF VOTES CAST (1)      VOTES AGAINST      % OF VOTES CAST (1)      TOTAL VOTES      VOTES WITHHELD

 ("O" denotes Ordinary Resolution, "S" denotes Special Resolution)
 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 shareholders(2)                                           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 shareholders(2)                                           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 shareholders(2)                                           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 shareholders(2)                                           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 shareholders(2)                                           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            382,599,274      99.45%                   2,099,886          0.55%                    384,699,160      50,356
                                     convert any securities into shares (O)
 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           383,083,673      99.58%                   1,618,281          0.42%                    384,701,954      47,562
                                     capital investment (S)
 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        381,851,508      99.26%                   2,854,937          0.74%                    384,706,445      43,071
                                     clear days' notice (S)

 

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 -

 

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