RNS Number:7049Z
Hochschild Mining PLC
05 July 2007
Results of Annual General Meeting
At the Annual General Meeting of Hochschild Mining plc held on 4 July 2007, the
votes cast in respect of each resolution proposed to shareholders were as
follows:
Resolution 1
THAT, the audited accounts of the Company for the year ended 31 December 2006,
together with the Directors' Report and the Auditors' Report be received.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Resolution 2
THAT, a final dividend for the financial year ended 31 December 2006 of
US$0.0074 per ordinary share be declared.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Resolution 3
THAT, the Directors' Remuneration Report for the year ended 31 December 2006 be
approved.
FOR AGAINST WITHHELD
281,048,107 529 nil
99.99% 0.01% nil%
Resolution 4
THAT, Eduardo Hochschild, who retires in accordance with article 85 of the
Company's articles of association and who, being eligible, offers himself for
election as a Director, be elected.
FOR AGAINST WITHHELD
275,413,074 5,529,676 105,886
98.03% 1.96% 0.01%
Resolution 5
THAT, Roberto Danino, who retires in accordance with article 85 of the Company's
articles of association and who, being eligible, offers himself for election as
a Director, be elected.
FOR AGAINST WITHHELD
278,298,636 2,750,000 nil
99.02% 0.98% nil%
Resolution 6
THAT, Alberto Beeck, who retires in accordance with article 85 of the Company's
articles of association and who, being eligible, offers himself for election as
a Director, be elected.
FOR AGAINST WITHHELD
278,298,636 2,750,000 nil
99.02% 0.98% nil%
Resolution 7
THAT, Sir Malcolm Field, who retires in accordance with article 85 of the
Company's Articles of Association and who, being eligible, offers himself for
election as a Director, be elected.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Resolution 8
THAT, Jorge Born, who retires in accordance with article 85 of the Company's
Articles of Association and who, being eligible, offers himself for election as
a Director, be elected.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Resolution 9
THAT Nigel Moore, who retires in accordance with Article 85 of the Company's
Articles of Association and who, being eligible, offers himself for election as
a Director, be elected.
FOR AGAINST WITHHELD
273,744,357 7,289,994 14,285
97.41% 2.59% 0.01%
Resolution 10
THAT Dionisio Romero, who retires in accordance with article 85 of the Company's
Articles of Association and who, being eligible, offers himself for election as
a Director, be elected.
FOR AGAINST WITHHELD
271,008,642 10,009,994 nil
96.43% 3.57% nil%
Resolution 11
THAT Ernst & Young LLP be re-appointed as Auditors.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Resolution 12
THAT the Audit Committee of the Company be authorised to set the remuneration of
the Auditors.
FOR AGAINST WITHHELD
281,046,136 nil 2,500
99.99% nil% 0.01%
Resolution 13
THAT, in place of all subsisting authorities, which are hereby revoked but
without prejudice to any allotment of securities thereto, the Directors be and
are hereby generally and unconditionally authorised, pursuant to and in
accordance with section 80 of the Companies Act 1985, as amended (the "Companies
Act"), to exercise all powers of the Company to allot relevant securities
(within the meaning of section 80 of the Companies Act) up to an aggregate
nominal amount of #25,612,522 for a period expiring (unless previously renewed,
varied or revoked by the Company in general meeting) on the earlier of 4 October
2008 or the Company's annual general meeting in 2008, save that the Directors
may before such expiry make an offer or agreement which would or might require
relevant securities to be allotted after the expiry of such period.
FOR AGAINST WITHHELD
281,007,636 nil 41,000
99.99% nil% 0.01%
As Special Resolutions
Resolution 14
THAT, the Directors be and are hereby empowered pursuant to section 95 of the
Companies Act to allot equity securities (as defined in section 94(2) of the
Companies Act) for cash as if section 89(1) of the Companies Act did not apply
to any such allotment provided that this power shall be limited to the allotment
of equity securities:
14.1 in connection with a rights issue; and
14.2 otherwise than in connection with a rights issue, up to an aggregate
nominal amount of #3,841,878, (representing an amount equal to 5 per cent of the
Company's issued ordinary share capital as at 24 May 2007).
in each case for a period expiring on the earlier of 4 October 2008 or the
Company's annual general meeting in 2008 and save that the Directors may before
such expiry make an offer or agreement which would or might require equity
securities to be allotted after the expiry of such period.
For the purposes of this Resolution 14,
(i) "rights issue" means an offer of equity securities open for acceptance for a
period fixed by the Directors to holders (other than the Company) on the
register on a record date fixed by the Directors of ordinary shares in
proportion to their respective holdings (for which purpose holdings in
certificated and uncertificated form may be treated as separate holdings) but
subject to such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or legal or
practical problems under the laws of, or the requirements of any recognised
regulatory body or any stock exchange in, any territory;
(ii) references to an allotment of equity securities shall include a sale of
treasury shares; and
(iii) the nominal amount of any securities shall be taken to be, in the case of
rights to subscribe for or convert any securities into shares of the Company,
the nominal amount of such shares which may be allotted pursuant to such rights.
The power conferred by this Resolution 14, insofar as it relates to the
allotment of equity securities rather than the sale of treasury shares, is
granted pursuant to Resolution 13 above conferring authority under section 80 of
the Companies Act.
FOR AGAINST WITHHELD
273,713,142 7,292,494 43,000
97.39% 2.60% 0.01%
Resolution 15
THAT, the Company be generally and unconditionally authorised for the purposes
of section 166 of the Companies Act to make one or more market purchases (within
the meaning of section 163(3) of the Companies Act) of ordinary shares of #0.25
each in the capital of the Company provided that:
15.1 the maximum aggregate number of ordinary shares authorised to be
purchased is #7,683,756 (representing an amount equal to 10 per cent of the
Company's issued ordinary share capital as at 24 May 2007).;
15.2 the minimum price which may be paid for an ordinary share is #0.25
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) 105% of the average of the closing price of the
Company's ordinary shares as derived from the London Stock Exchange Daily
Official List for the five business days immediately preceding the day on which
such ordinary share is contracted to be purchased or (ii) the higher of the
price of the last independent trade and the highest current bid as stipulated by
article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the
Market Abuse Directive as regards exemptions for buy-back programmes and
stabilisation of financial instruments (No 2273/2003);
15.4 unless previously renewed, varied or revoked, this authority shall continue
for a period expiring on the earlier of 4 October 2008 or the Company's annual
general meeting in 2008, save that the Company may make a contract or contracts
to purchase ordinary shares under this authority before the expiry of such
authority which will or may be executed wholly or partly after the expiry of
such authority.
FOR AGAINST WITHHELD
281,005,636 nil 43,000
99.99% nil% 0.01%
Resolution 16
THAT, the Company be authorised:
16.1 at the discretion of the Directors and in accordance with the provisions of
the Companies Act 2006 and the articles of association of the Company as amended
and adopted at the AGM, to send or supply all types of notices, documents or
information to the shareholders, whether in electronic form, by electronic means
or by making them available on a website, provided that the Company reasonably
considers the recipient will be able to read and retain a copy of them;
16.2 to ask any shareholder individually (i) to agree that notices, documents
and information may be sent or supplied to him in electronic form, including
email, and (ii) to provide the Company with an address at which such shareholder
can receive communications by electronic means from the Company, to the effect
that where a shareholder provides such address he shall be deemed to have agreed
to receive notices, documents and information from the Company in electronic
form; and
16.3 not more than once in every year, to ask any shareholder individually to
agree that the Company may send or supply any notices, documents or information
to him by means of a website to the effect that if the Company has not received
a response within the period of 28 days, beginning with the date on which the
Company's request was sent, (and provided that the Company's request stated
clearly what the effect of a failure to respond would be) then such shareholder
shall be taken to have agreed that the Company may send or supply notices,
documents or information to him in that manner.
FOR AGAINST WITHHELD
281,003,136 nil 45,500
99.99% nil% 0.01%
Resolution 17
THAT, the articles of association produced to the meeting and initialled by the
Chairman for the purpose of identification be adopted as the new articles of
association of the Company in substitution for, and to the exclusion of, the
existing articles of association with effect from the end of this meeting to
allow for, inter alia, all notices, documents and information which can be sent
or supplied in electronic form, by electronic means or by means of a website in
accordance with the Companies Act 2006 to be sent or supplied by the Company to
its shareholders in electronic form, by electronic means or by means of a
website further to the general and specific authorisations of the shareholders
referred to in paragraph 16 above, and the Directors be authorised to do all
such acts and things as they consider necessary or desirable to give effect to
this.
FOR AGAINST WITHHELD
281,048,636 nil nil
100.00% nil% nil%
Enquiries:
Hochschild Mining plc
Wray Barber +44 (0)20 7152 6014
Head of Investor Relations
This information is provided by RNS
The company news service from the London Stock Exchange
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