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12 December 2024
Update statement on 2024 AGM
voting results
In accordance with the UK Corporate
Governance Code, Hochschild Mining PLC (the "Company") provides an
update following its enquiries of, and interactions with,
significant shareholders in response to voting at this year's
Annual General Meeting (the "AGM").
Re-election of Eduardo
Hochschild
The Board notes that the level of
voting against the re-election of the Chair, Eduardo Hochschild,
reflects continued concerns with regards to his tenure as Chair and
succession planning.
This notwithstanding, the Directors are encouraged
to see the continued increase in the level of support for Eduardo
Hochschild's re-election over the past two years.
As previously announced by the
Company and as set out in the Company's 2023 Annual Report, 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.
The Company confirms that a
succession plan is in place in relation to the Chair and while
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 9 years).
Re-election of Michael
Rawlinson
The voting by the independent
shareholders on the re-election of Michael Rawlinson primarily
reflects concerns with regards to (a) his time commitments in light
of his other board positions and (b) in the case of one significant
shareholder, the lack of women at senior management
level.
- Time Commitment
The Nomination Committee has
assessed the availability and commitment of each of the Directors
and is satisfied that since his appointment in 2016, Michael has
demonstrated a consistently high level of participation and rigour
as a Hochschild Mining Board member and as Chair of the
Remuneration Committee and Senior Independent Director. It is
noted that, as previously disclosed, Michael Rawlinson will be
retiring from the Board at the conclusion of the 2025 AGM and will
be succeeded by Tracey Kerr as the Senior Independent
Director.
- Gender Diversity
The Board is acutely aware of the
employee gender imbalance within the mining industry overall and is
proud of the work undertaken by management in seeking to address
the issue at Hochschild Mining. This continues to be a key
area of focus for the Board which, through the Sustainability
Committee, oversees various initiatives to promote diversity within
the workforce and, through the Nomination Committee, ensures that
senior management succession plans consider the opportunities of
facilitating diversity at a senior level. Further details on
the Company's diversity-led programmes will be provided in the 2024
Annual Report and the standalone 2024 Sustainability
Report.
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 which 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 Company set out, in the
announcement dated 13 June 2024, the rationale of the Independent
Non-Executive Directors (the "INEDs") in putting the proposal to
shareholders. The INEDs note the objections raised by certain
shareholders but feel that, in the right circumstances, maintaining
flexibility to return value to shareholders through a Share Buyback
Excluding Pelham would be in the best interests of all
shareholders.
The INEDs will consider this
position again in Q1 2025 and will revert to shareholders with
details, by way of the Notice of the 2025 AGM, if the decision is
taken to propose the renewal of the Rule 9 waiver (subject to the
approval of the UK Takeover Panel).
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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) 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 the Monte do Carmo Advanced
Project and numerous long-term projects throughout the
Americas.
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Forward looking statements
This announcement may contain forward looking statements. By
their nature, forward looking statements involve risks and
uncertainties because they relate to events and depend on
circumstances that will or may occur in the future. Actual results,
performance or achievements of Hochschild Mining PLC may, for
various reasons, be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements.
The forward-looking statements reflect knowledge and
information available at the date of preparation of this
announcement. Except as required by the Listing Rules and
applicable law, the Board of Hochschild Mining PLC does not
undertake any obligation to update or change any forward-looking
statements to reflect events occurring after the date of this
announcement. Nothing in this announcement should be construed as a
profit forecast.
LEI: 549300JK10TVQ3CCJQ89
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