TIDMHOC
RNS Number : 3021C
Hochschild Mining PLC
09 June 2023
_________________________________________________________________________________
9 June 2023
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.
As the Company's largest shareholder and given Eduardo's
significant experience of mining in Peru, the Directors believe
that his continued role as Board Chair to be in the best interests
of the Company.
Hochschild Mining's governance framework incorporates a number
of checks and balances in line with the UK Corporate Governance
Code, including the presence of a majority of independent
Non-Executive Directors on the Board, fully independent Audit and
Remuneration Committees and an active role played by the Senior
Independent Director.
Eduardo Hochschild has been the Company's largest shareholder
since its listing on the London Stock Exchange in 2006 and has
chaired the Board since then. The Directors will discuss the
reasons for the notable change in sentiment this year with regards
to his role as Board Chair as part of the scheduled shareholder
engagement process due to take place over the Autumn on the
proposed Remuneration Policy to be put to the 2024 AGM.
The Board values open and transparent dialogue with all
stakeholders and will provide an update, as recommended by the UK
Corporate Governance Code, within six months of the AGM.
Board & Committee Composition
As announced on 20 April 2023, at the conclusion of the AGM:
(i) Eileen Kamerick and Nicolas Hochschild stepped down from the Board;
(ii) Jill Gardiner assumed the Chair of the Audit Committee on an interim basis; and
(iii) Mike Sylvestre joined as a member of the Audit Committee.
Due to ongoing technical issues with the National Storage
Mechanism, the Company is unable to submit a copy of the
resolutions dealing with the AGM special business in accordance
with Listing Rule 9.6.2R. This will be filed once possible but the
text of the resolutions has been reproduced in the appendix
below.
Note
The number of Ordinary Shares in issue on 7 June 2023 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) 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
AGM Resolutions VOTES % OF VOTES % OF TOTAL VOTES WITHHELD
("O" denotes Ordinary FOR VOTES AGAINST VOTES VOTES
Resolution, CAST CAST
"S" denotes Special (1) (1)
Resolution)
------------ ------- ----------- ------- ------------ ---------------
Receipt of 2022 Report
and Accounts
1 (O) 367,413,444 100.00 16,300 0.00 367,429,744 2,930,561
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Approve 2022 Directors'
Remuneration
2 Report (O) 320,257,876 96.02 13,287,776 3.98 333,545,652 36,814,653
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-elect Jorge Born Jr.
3 (O) 357,845,070 97.73 8,326,154 2.27 366,171,224 4,189,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Votes of the independent
shareholders(2) 160,944,764 95.08 8,326,154 4.92 169,270,918 4,189,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-elect Ignacio
4 Bustamante (O) 356,090,638 97.25 10,080,586 2.75 366,171,224 4,189,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-elect Jill Gardiner
5 (O) 352,036,833 96.14 14,134,391 3.86 366,171,224 4,189,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Votes of the independent
shareholders(2) 155,136,527 91.65 14,134,391 8.35 169,270,918 4,189,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-elect Eduardo
6 Hochschild (O) 277,295,922 76.01 87,541,484 23.99 364,837,406 5,522,899
------------------------- ------------ ------- ----------- ------- ------------ ---------------
7 Re-elect Tracey Kerr (O) 360,994,386 99.07 3,393,864 0.93 364,388,250 5,972,055
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Votes of the independent
shareholders(2) 164,094,080 97.97 3,393,864 2.03 167,487,944 5,972,055
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-elect Michael
8 Rawlinson (O) 342,382,114 93.51 23,766,110 6.49 366,148,224 4,212,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Votes of the independent
shareholders(2) 145,481,808 85.96 23,766,110 14.04 169,247,918 4,212,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
9 Elect Mike Sylvestre (O) 362,782,781 99.08 3,364,443 0.92 366,147,224 4,213,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Votes of the independent
shareholders(2) 165,882,475 98.01 3,364,443 1.99 169,246,918 4,213,081
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Re-appoint Ernst & Young
LLP as
10 auditors (O) 364,133,273 98.33 6,193,522 1.67 370,326,795 33,510
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Authorise the Audit
Committee to
set the auditors'
remuneration
11 (O) 370,096,573 99.93 243,753 0.07 370,340,326 19,979
------------------------- ------------ ------- ----------- ------- ------------ ---------------
12 Authorise directors to
allot shares/grant
rights to subscribe for
or to convert
any securities into
shares (O) 368,777,483 99.58 1,568,843 0.42 370,346,326 13,979
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Disapply statutory
pre-emption
13 rights (S) 368,672,454 99.55 1,668,762 0.45 370,341,216 19,089
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Disapply statutory
pre-emption
rights to finance an
acquisition
or other capital
14 investment (S) 368,301,571 99.45 2,026,919 0.55 370,328,490 31,815
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Authorise the Company to
make market
purchases of own shares
15 (S) 364,291,527 98.39 5,964,959 1.61 370,256,486 103,819
------------------------- ------------ ------- ----------- ------- ------------ ---------------
Authorise general
meetings other
than AGMs to be called
on not less
than 14 clear days'
16 notice (S) 367,177,977 99.14 3,170,916 0.86 370,348,893 11,412
------------------------- ------------ ------- ----------- ------- ------------ ---------------
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)
APPENDIX
RESOLUTIONS OTHER THAN THOSE CONCERNING ORDINARY BUSINESS PASSED
BY SHAREHOLDERS OF
THE COMPANY AT THE ANNUAL GENERAL MEETING HELD ON 9 JUNE
2023
SPECIAL RESOLUTIONS
15 THAT, the Company be and is hereby generally and
unconditionally authorised for the purpose of Section 701 of the
2006 Act to make one or more market purchases (as defined in
Section 693 of that Act) of Ordinary Shares of GBP0.01 each in the
capital of the Company provided that:
15.1 the maximum aggregate number of Ordinary Shares authorised
to be purchased is 51,387,556 (representing an amount equal to 10
per cent of the Company's issued ordinary share capital as at 24
April 2023);
15.2 the minimum price which may be paid for an Ordinary Share
is GBP0.01 per Ordinary Share;
15.3 the maximum price which may be paid for an Ordinary Share
is an amount equal to the higher of (i) an amount equal to 5 per
cent above the average closing price of such Ordinary Shares for
the five business days on the London Stock Exchange prior to the
date of purchase; and (ii) the higher of the price of the last
independent trade and the highest current bid as stipulated by the
Regulatory Technical Standards as referred to in article 5(6) of
the Market Abuse Regulation (as it forms part of UK law); and
15.4 this authority shall expire at the conclusion of the Annual
General Meeting of the Company held in 2024 or, if earlier, 30 June
2024 (except in relation to the purchase of shares the contract for
which was concluded before the expiry of such authority and which
might be executed wholly or partly after such expiry) unless such
authority is renewed prior to such time.
16 THAT, a general meeting other than an annual general meeting
may be called on not less than 14 clear days' notice.
- ends -
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