HOC Hochschild Mining Plc

RNS Number:1284S
Hochschild Mining PLC
10 April 2008

Hochschild Mining plc
10 April 2008


Notice of AGM incorporating proposed amendments to Hochschild Mining plc's
Articles of Association


Hochschild Mining plc ("the Company") has today posted to its shareholders the
notice of meeting in respect of the Annual General Meeting ("the AGM") to be
held on Friday 9 May 2008. The notice of meeting contains, among others,
resolutions which propose changes to the Company's Articles of Association
("Articles").

Shareholders are being requested to approve two sets of changes to the Articles.
The first, which shall take effect from the end of the AGM, amends the Articles
to ensure that they are consistent with the provisions of the Companies Act 2006
("the 2006 Act") currently in force. The second set of changes amends, with
effect from 1 October 2008, the provisions of the Articles relating to
Directors' conflicts of interests. Further details of these amendments are given
in paragraph 10 of the summary below.


Summary of changes to the Articles

Unless otherwise stated, references below to Article numbers are to the numbers
in the proposed new Articles marked 'SET A'.


1. Form of resolution
The current Article 2 provides that, where for any purpose an ordinary
resolution is required, a special or an extraordinary resolution is also
effective. This Article (and any other reference to an extraordinary resolution
in the current Articles) is being amended because the concept of an
extraordinary resolution is no longer necessary. Under the Companies Act 1985
(the "1985 Act"), the main difference between a special resolution and an
extraordinary resolution was that a meeting at which an extraordinary resolution
was to be proposed required only 14 days' notice. The shortening of the notice
period required for a special resolution (as outlined in paragraph 4 below)
under the 2006 Act makes the concept of an extraordinary resolution redundant.


2. Issue of share certificates (Article 17)
Under the 2006 Act, a company must issue a share certificate where a share
warrant is surrendered for cancellation, unless the Articles provide otherwise.
Changes are included to reflect this.


3. Registration of share transfers (Article 36)
The current Articles provide that the directors may refuse to register a
transfer of shares without providing the transferee with further information.
The 2006 Act makes it clear that the reasons for a refusal to transfer shares
must be given as soon as possible (and, in any case, within two months) to the
transferee and the directors must also provide the transferee with any further
information about the reasons for the refusal as the transferee may reasonably
request. Changes are included to reflect this.


4. Convening annual and extraordinary general meetings (Articles 46-49)
The provisions in the Articles dealing with the convening of general meetings
and the length of notice required to convene general meetings are being amended
to conform to the new provisions in the 2006 Act. In particular, an
extraordinary general meeting to consider a special resolution can now be
convened on 14 days' notice whereas, previously, 21 days' notice was required.


5. Chairman (Article 50)
The 2006 Act permits a proxy to act as Chairman but this possibility is excluded
by the wording of this Article.


6. Chairman's casting vote (Article 63)
The definition of an ordinary resolution in the 2006 Act is new and refers to a
resolution "of the members" being passed by a simple majority. This would appear
to exclude the possibility that the Chairman of the meeting might be able to
have a casting vote in his capacity as such. Therefore, the likelihood of the
Chairman's casting vote being needed is, by virtue of this new definition,
remote and the provision is being removed from the Articles.


7. Proxies (Articles 67-71)
Under changes included in the 2006 Act, a proxy is now entitled to exercise the
rights to attend and to speak and vote at a meeting of the Company, whether on a
show of hands or on a poll. Each proxy is also entitled to one vote on a show of
hands. In addition, the time limits for the appointment or termination of a
proxy appointment have been altered by the 2006 Act so that the Articles cannot
now provide that a proxy should be received more than 48 hours before the
meeting or adjourned meeting or, in the case of a poll taken more than 48 hours
after it was demanded, more than 24 hours before the time for the taking of a
poll, with weekends and bank holidays being excluded for this purpose. Further,
multiple proxies may be appointed provided that each proxy is appointed to
exercise the rights attached to a different share or shares held by the
shareholder. Changes are included in the Articles to reflect this.


8. Corporate representatives (Article 72)
The 2006 Act expressly confirms the right of a corporate shareholder to appoint
multiple corporate representatives. Unlike the position of multiple proxies (see
paragraph 7 above), multiple corporate representatives must exercise each of
their powers in the same way, failing which they are treated as having not
exercised the power at all. Changes are included in the Articles to reflect
this.


9. Directors' written resolutions (Article 94)
This Article has been adjusted to clarify that a resolution in writing of the
directors can be passed using electronic means. The new wording also eliminates
the restriction excluding directors outside the UK from the decision-making
process, but does exclude directors who are not entitled to vote. The resolution
must be signed by at least the number of directors required to make up a quorum
for a directors' meeting.


10. Conflicts of interest and authorisations of Directors' interests (Articles
97.1-97.4) (included in the articles marked 'Set B' only)

The 2006 Act sets out directors' general duties which largely codify the
existing law but with some changes. Under the 2006 Act, from 1 October 2008 a
director must avoid a situation where he has, or can have, a direct or indirect
interest that conflicts, or possibly may conflict with the company's interests.
The requirement is very broad and could apply, for example, if a director
becomes a director of another company or a trustee of another organisation. The
2006 Act allows directors of public companies to authorise conflicts and
potential conflicts, where appropriate, where the articles of association
contain a provision to this effect. The 2006 Act also allows the articles of
association to contain other provisions for dealing with directors' conflicts of
interest to avoid a breach of duty. The Articles give the directors authority to
approve such situations and to include other provisions to allow conflicts of
interest to be dealt with in a similar way to the current position.


There are safeguards which will apply when directors decide whether to authorise
a conflict or potential conflict. First, only directors who have no interest in
the matter being considered will be able to take the relevant decision, and
secondly, in taking the decision the directors must act in a way they consider,
in good faith, will be most likely to promote the company's success. The
directors will be able to impose limits or conditions when giving authorisation
if they think this is appropriate.


It is also proposed that the Articles should contain provisions relating to
confidential information, attendance at board meetings and availability of board
papers to protect a director being in breach of duty if a conflict of interest
or potential conflict of interest arises. These provisions will only apply where
the position giving rise to the potential conflict has previously been
authorised by the directors. It is the board's intention to report annually on
the Company's procedures for ensuring that the board's powers to authorise
conflicts are operated effectively.


11. The seal (Article 109)
This Article has been adjusted to reflect the provisions of the 2006 Act whereby
the execution of instruments by a director in the presence of a witness will
have the same effect as if such instrument had been executed under the seal of
the Company.


12. Directors' liabilities and indemnities (Article 141)
The 2006 Act has widened slightly the scope of powers of the Company to
indemnify directors and to fund expenditure incurred in connection with certain
actions against directors. In particular, a company that is a trustee of an
occupational pension scheme can now indemnify a director against liability
incurred in connection with the company's activities as trustee of the scheme.
In addition, whilst the existing Articles allow the Company to provide money for
the purpose of funding a director's defence in "proceedings", the 2006 Act
clarifies this further by allowing the Company to provide money for the purpose
of funding a director's defence in regulatory proceedings. Changes are included
in the Articles to reflect this.


An amendment to Article 140.B is also proposed to clarify that defence
expenditure is available only to meet expenditure incurred by that Director or
Secretary (or former Director or Secretary) whilst defending civil or criminal
proceedings in connection with negligence, default, breach of duty or breach of
trust by him in relation to the Company. This is narrower than the wording under
the 1985 Act, which in theory applied to any civil or criminal proceedings,
whether or not they related to the Company.


Copies of Articles available for Inspection

The full terms of the proposed amendments to the Articles are available for
inspection at the registered office of the Company and at the offices of
Linklaters LLP at One Silk Street, London EC2Y 8HQ, United Kingdom during usual
business hours on any weekday (Saturdays, Sundays and public holidays excluded)
until the date of the AGM and also on the date and at the place of the AGM from
15 minutes prior to the commencement of the meeting until the conclusion
thereof.








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