Hochschild Mining : 2024 AGM Circular

Notice of Annual General Meeting

Hochschild Mining PLC

Thursday, 13th June 2024 at 9.30 am

This document is important and requires your immediate attention

If you are in any doubt about the contents of this document, or the action you should take, you should consult a person authorised under the Financial Services and Markets Act 2000 who specialises in advising in connection with shares and other securities. If you have sold or otherwise transferred all of your shares in Hochschild Mining PLC ("Hochschild"), please send this document to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for transmission to the purchaser or transferee.

J.P. Morgan Securities plc, which conducts its UK investment banking business as J.P. Morgan Cazenove ("J.P. Morgan Cazenove"), and which is authorised in the United Kingdom by the Prudential Regulation Authority (the "PRA") and regulated by the PRA and the Financial Conduct Authority, is acting as financial adviser exclusively for Hochschild and no one else in connection with the matters set out herein and will not regard any other person as its client in relation to the matters set out herein and will not be responsible to anyone other than Hochschild for providing the protections afforded to clients of J.P. Morgan Cazenove or its affiliates, nor for providing advice in relation to the matters or arrangements set out or referred to herein.

You may request a hard copy of this document and for information incorporated into this document by reference to another source directly from the registrars, Link Group, by calling (+44 (0)) 371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00 - 17:30, Monday to Friday excluding public holidays in England and Wales).

Contents

PART I: INTRODUCTORY LETTERS FROM THE COMPANY

1. Letter from the Company Chair
2. Letter from the Chair of the Remuneration Committee and Senior Independent Director and Appendix containing a summary of the terms of the Deferred Bonus Plan

PART II: NOTICE OF AGM

1. Notice of 2024 Annual General Meeting

1. Notes to the Notice of AGM

1. Explanatory Notes on Resolutions

1. Shareholder Information

PART III: APPROVAL OF WAIVER OF OBLIGATIONS UNDER RULE 9 OF THE CITY CODE ON TAKEOVERS AND MERGERS

PART IV: ADDITIONAL INFORMATION

PART V: DEFINITIONS

Hochschild Mining PLC

Registered Office:

17 Cavendish Square London

W1G 0PH United Kingdom

Tel: [phone]

Fax: [phone] [e-mail]

www.hochschildmining.com

2 Hochschild Mining PLC Notice of Annual General Meeting 2024

PART I: INTRODUCTORY LETTERS FROM THE COMPANY

Letter from the Company Chair

Hochschild Mining PLC

(incorporated and registered in England and Wales No. 05777693) Registered office:

17 Cavendish Square

London

W1G 0PH

9th May 2024

Dear Shareholder

I am pleased to invite you to attend the eighteenth Annual General Meeting (the "AGM") of Hochschild Mining PLC ("Hochschild" or the "Company"), which will be held at 9.30 am on Thursday 13th June 2024 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

The business to be conducted at the meeting is set out in the Notice of AGM on pages 8 and 9 which is followed by some explanatory notes on each of the proposed resolutions. Terms used, but not defined, in the introductory letters in this Part I have the meaning given to them in Part V of this document.

I would, firstly, like to draw your attention to the following non-routine matters, which Shareholders are being asked to approve:

• A revised Directors' Remuneration Policy (Resolution 3). A summary of the differences between the current policy and the proposed revised policy can be found on page 125 of the 2023 Annual Report, with the full text of the revised policy set out on pages 125 to 133 of the 2023 Annual Report;
• The Company's Deferred Bonus Plan, following the expiry of the predecessor plan (Resolution 15). Further details can be found in the Letter from the Chair of the Remuneration Committee and Senior Independent Director (on pages 4 and 5) and the corresponding appendix on pages 6 and 7; and
• A "Rule 9" waiver granted by the Panel on Takeovers and Mergers, as set out in the Letter from the Chair of the Remuneration Committee and Senior Independent Director (on pages 4 and 5) and in respect of which further information is provided in Parts III to V of this document (Resolution 16).

Shareholders who wish to attend the AGM in person are requested to register their intention to attend by emailing [e-mail] no later than 9.30 am on Tuesday 11th June 2024.

Voting at the AGM will be conducted by way of poll vote in keeping with the Company's usual practice. In addition, in compliance with the Listing Rules' requirements that apply to the Company, the resolutions seeking the election and re-election of the Company's independent Directors (Resolutions 5, 7, 9, 10 and 11) will only be passed if approved by both (i) a majority of all votes cast and (ii) a majority of the votes cast but excluding the votes attached to my shareholding.

Biographical details of the independent Directors are provided on pages 100 and 101 of the 2023 Annual Report and Accounts and further information with respect to each Director is provided in the explanatory notes from page 12 of this document.

The Directors regard the AGM as a valuable opportunity for shareholders to communicate with their Board and we welcome your participation and support.

In the event circumstances change before the time of the AGM which may prevent the holding of an in-person meeting, we will notify shareholders of any change to the arrangements through announcements via the London Stock Exchange and by publishing details on the Company website at www.hochschildmining.com, as early as is possible before the date of the meeting. To mitigate the risk that members or proxies cannot attend the AGM, we would encourage all shareholders to appoint me as chair as their proxy to exercise their votes in accordance with their instructions (please see below).

Your Board considers that the proposals described in this document are likely to promote the success of the Company for the benefit of shareholders as a whole and the eligible Directors unanimously recommend shareholders to vote in favour of the resolutions proposed, save that Mr Eduardo Hochschild and Mr Jorge Born Jr. make no recommendation in relation to the Rule 9 Waiver Resolution.

Those Directors who hold Ordinary Shares in the Company intend to vote their shares in favour of all of the resolutions except that, as detailed in Part III of this document, I am not entitled to vote the shares held by Pelham with respect to the Rule 9 Waiver Resolution.

I would encourage shareholders to exercise their right to vote on the business of the meeting by completing and submitting their proxy vote, by visiting www.signalshares.com or through CREST.

I look forward to seeing you at the AGM.

With best wishes

Eduardo Hochschild

Company Chair

Hochschild Mining PLC Notice of Annual General Meeting 2024

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Letter from the Chair of the Remuneration Committee and Senior Independent Director

Hochschild Mining PLC

(incorporated and registered in England and Wales No. 05777693) Registered office:

17 Cavendish Square

London

W1G 0PH

9th May 2024

Dear Shareholder

Further to the letter from the Company Chair, I am pleased to provide you with further information on certain of the non-routine matters which Shareholders are being asked to approve at the AGM.

Terms used, but not defined, in this letter have the meaning given to them in Part V of this document.

Resolution 15 - Approval of the Deferred Bonus Plan (Ordinary Resolution)

Under the current Directors' Remuneration Policy, if an Executive Director receives a bonus above 150% of base salary, the portion above that level will be paid in the Company's shares and deferred for two years, under the Deferred Bonus Plan ("Plan").

The rules of the Plan were approved by shareholders on 22 May 2014 and, in line with best practice, the rules were subject to expiry after ten years. Awards under the Plan may be funded through new-issue or treasury shares and, for this reason, shareholder approval to the Plan is being sought for a further ten year term. No further performance conditions will be attached to the deferred bonus awards.

Provisions for leavers and on a change-of-control are aligned with best practice. In addition, unvested awards will be subject to potential reduction (including to nil) in the event that the performance of the Company, any member of the Company's group, any business area or team, or the conduct, capability or performance of the Participant justifies an adjustment, at the Committee's discretion.

To align the interests of executives further with those of shareholders, the Committee has discretion to make an additional payment on vesting to reflect the dividends which would have accrued on the vested shares.

The Committee believes the proposals are in the best interests of shareholders, and will ensure our senior executives are appropriately retained and motivated in the event circumstances necessitate the use of the Plan. Please see the appendix on pages 6 and 7 for a summary of the terms of the Plan.

Resolution 16 - Rule 9 Waiver (Ordinary Resolution) and Resolution 19 - Buyback Authority (Special Resolution)

The Company has made significant progress in the execution of its strategy in 2023. This has included securing Inmaculada's Modified Environmental Impact Assessment in August 2023 and the recent completion of the Company's first mine in Brazil, Mara Rosa. The Board believes the Company has reached an inflexion point, with strong momentum in the business. After this recent period of investment, in particular for the construction of Mara Rosa, the Board now expects to adopt a more balanced capital allocation framework.

At the Capital Markets Day in November 2023, the Company outlined its capital allocation framework and financial flexibility to fund investment and capital returns. We reiterated our priorities at the full year results which include continued investment in our assets, debt repayment and also reassessing the potential for capital return to shareholders at the interim results in August. The Board considers it advantageous to retain flexibility to return capital to shareholders in the form of dividends or by making market purchases of its own Ordinary Shares (provided the Independent Directors consider it appropriate and in the best interest of Shareholders generally). Accordingly, the Directors are seeking approval of a market-standard authority to buy back Ordinary Shares, as set out in Resolution 19 of the Notice of AGM (the ''Buyback Authority").

As described in further detail in this letter and Parts III to V of this document, execution of the Buyback Authority could require the members of the Pelham Concert Party (as defined below) to make a mandatory offer for the remainder of the share capital of the Company. Accordingly, Resolution 16 (the "Rule 9 Waiver") is also being proposed.

Application of the City Code

The City Code (which applies to the Company) provides that when any person, together with persons acting in concert with that person, is interested in shares which in the aggregate carry not less than 30 per cent. of the voting rights of such a company but does not hold shares carrying more than 50 per cent. of the voting rights of the company, an offer will normally be required if such person, or any person acting in concert with that person, acquires an interest in any other shares which increases the percentage of shares carrying voting rights in which that person is interested. Under Rule 37.1 of the City Code, when a company redeems or purchases its own voting shares, any resulting increase in the percentage of shares carrying voting rights in which a shareholder and any persons acting in concert with them are interested will normally be treated as an acquisition for the purpose of Rule 9 of the City Code.

Certain shareholders in the Company are taken to constitute a "concert party" for the purposes of the City Code. The Company has agreed with the Panel that those shareholders are Pelham Investment Corporation ("Pelham"), Mr Eduardo Hochschild (the ultimate owner and sole director of Pelham) and Mr Jorge Born Jr., together with each entity in which Pelham, Mr Eduardo Hochschild or Mr Jorge Born Jr. directly or indirectly owns or controls 30 per cent. or more of the equity share capital and their close relatives and related trusts (the "Pelham Concert Party").

4 Hochschild Mining PLC Notice of Annual General Meeting 2024

As at the Latest Practicable Date, the members of the Pelham Concert Party are interested in 196,900,306 Ordinary Shares, representing approximately 38.27 per cent. of the voting share capital of the Company. Therefore, if the Buyback Authority is approved and repurchases are made by the Company, the Pelham Concert Party would be in a position where, were it not to participate in any such repurchases pro rata to its existing shareholding, its percentage shareholding would increase beyond its current level, thereby triggering a requirement to make an offer for the balance of Ordinary Shares not held by it in accordance with Rule 9 of the City Code.

The Panel has agreed to waive the obligation to make an offer in such context (the "Waiver"), subject to the approval of the Independent Shareholders. Accordingly, Independent Shareholders of the Company are also being asked to vote on Resolution 16 (the "Rule 9 Waiver Resolution") to approve a waiver of the obligation for the Pelham Concert Party to make an offer following exercise of the Buyback Authority. The Rule 9 Waiver Resolution will be taken on a poll of Independent Shareholders.

Further information on the Rule 9 Waiver Resolution is set out on pages 14 and 17 of this document.

Recommendation

The Independent Directors, who have been so advised by J.P. Morgan Cazenove, believe that the Rule 9 Waiver Resolution is fair and reasonable and in the best interests of the Independent Shareholders and the Company as a whole. In providing advice to the Independent Directors, J.P. Morgan Cazenove has taken into account the Independent Directors' commercial assessments.

Accordingly, the Independent Directors recommend that Independent Shareholders vote in favour of the Rule 9 Waiver Resolution.

Michael Rawlinson

Chair of the Remuneration Committee and Senior Independent Director

Hochschild Mining PLC Notice of Annual General Meeting 2024

5

APPENDIX: SUMMARY OF THE TERMS OF THE DEFERRED BONUS PLAN

The principal terms of the Deferred Bonus Plan are described below.

Introduction

The Deferred Bonus Plan was last approved by shareholders in May 2014 and was subject to a ten-year expiry date which ended on 17 March 2024. Shareholder approval of the Deferred Bonus Plan is being sought to approve the rules of the Deferred Bonus Plan (as amended) and to allow newly issued shares and treasury shares to be used to satisfy the vesting of future awards under the Deferred Bonus Plan ("DBP Awards").

Eligibility

Executive Directors and other employees of the Hochschild Group are eligible to participate in the Deferred Bonus Plan. It is currently intended that awards under the Deferred Bonus Plan will be granted to Executive Directors and selected senior employees.

Form of DBP Awards

DBP Awards will normally be in the form of conditional awards of shares or nil/nominal cost options to acquire shares. The shares subject to a DBP Award will be issued or transferred to the Participant on the vesting of a conditional award or exercise of a nil/nominal cost option, as relevant. The Remuneration Committee may allow awards to be granted over and/or settled in cash (in whole or in part) where it is appropriate to do so.

Participants may, if the Remuneration Committee so decides in respect of any particular DBP Award, be entitled to receive, at vesting or exercise, a payment (in cash or shares) to reflect the dividends which would have been paid on the vested shares during the vesting period.

Grant of DBP Awards

The Committee may normally grant awards within the period of 42 days following: (i) the date of shareholder approval of the Deferred Bonus Plan; (ii) the date of a general meeting of the Company; (iii) the Company's announcement of its results for any period; (iv) the day the Remuneration Committee resolves there are exceptional circumstances which it considers justifies the granting of DBP Awards; (v) the day on which changes to the legislation or regulations affecting share plans are announced, effected or made; or (vi) the lifting of restrictions on dealing in Shares that prevented grant of DBP Awards under any of (i) to (v) above.

No awards will be granted after the ten-year expiry date.

Vesting

Vesting of DBP Awards will be subject to continued employment (apart from in specified circumstances described below) and to a downwards adjustment (including to nil), if the Remuneration Committee determines that the performance of the Company, any member of the Company's group, any business area or team, or the conduct, capability or performance of the Participant justifies an adjustment.

Satisfaction of DBP Awards

DBP Awards may be satisfied using newly issued shares, treasury shares or shares purchased in the market.

Dilution Limits

In any 10-year period, not more than 10% of the issued ordinary share capital of the Company may be issued or be issuable under the Deferred Bonus Plan and all other employees' share plans operated by the Company. In addition, in any 10-year period, not more than 5% of the issued ordinary share capital of the Company may be issued or be issuable under all discretionary share award plans adopted by the Company. These limits do not include shares receivable under a dividend equivalent (or otherwise in respect of any dividend) and where awards have been released or lapsed.

Treasury shares transferred to satisfy a DBP Award will be counted as if new issue shares had been issued for so long as required by the Investment Association.

Cessation of Employment

A DBP Award will normally lapse if the Participant leaves employment with the Company's group. However, if the Participant dies or leaves because of, disability, ill-health, injury, redundancy, retirement, sale of their employer or the business they work for (or in other circumstances if the Remuneration Committee allows), then the Participant will retain their DBP award and it will normally vest on the date when it would have vested if they had not ceased such employment. The Remuneration Committee has the discretion to allow the DBP Award to vest early. Where a DBP Award vests on leaving, the number of shares in respect of which it vests will normally be reduced to reflect the proportion of the vesting period that the Participant was not employed (unless the Remuneration Committee in its discretion determines otherwise).

Malus and Clawback

The Remuneration Committee has discretion to reduce (including to zero), impose further conditions, or delay the vesting of a DBP Award in certain circumstances ('malus'). In addition, to the extent permitted by applicable law, the Remuneration Committee also has the discretion to recoup the value of DBP Awards which have already vested, if it considers appropriate to do so, in certain circumstances ('clawback').

Examples of the circumstances in which the Remuneration Committee may apply malus and/or clawback are:

• (malus only) the performance of the Company, any member of the Group, any business area or team justifies an adjustment
• (malus only) the conduct, capability or performance of the participant justifies an adjustment
• (malus only) material breach or non-observance of any code of conduct, policy, rules, law or regulation, in particular in relation to health and safety, environmental management and community relations
• (malus only) error in calculation of any award as a result of incorrect or misleading information
• (malus only) material breach of a participant's terms and conditions of employment, or any restrictive covenant applicable to the participant
• (malus and clawback) material misstatement of a Group company's audited financial accounts
• (malus and clawback) serious reputational damage to any member of the Group
• (malus and clawback) a material failure of risk management
• (malus and clawback) misconduct or material error by the participant
• (clawback) circumstances which permit clawback under any other incentive plan in which the participant participates

6 Hochschild Mining PLC Notice of Annual General Meeting 2024

Change of Control

DBP Awards will generally vest early on a takeover, merger or other significant corporate event. Alternatively, participants may be allowed or required to exchange their DBP Awards for awards over shares in the acquiring company. Where an DBP Award vests in these circumstances, the number of Shares in respect of which the DBP Award vests will normally be reduced to reflect the early vesting of the DBP Award (unless the Remuneration Committee in its discretion determines otherwise).

Rights Issues, Demergers etc

The number of shares subject to a DBP Award may be adjusted to reflect a rights issue, demerger or any variation in the share capital of the Company.

General

DBP Awards are not pensionable and may not be assigned or transferred except on death. Any shares issued following the vesting of DBP Awards will rank equally with shares of the same class in issue on the date of allotment except in respect of rights arising by reference to a prior record date.

Amendments to the Deferred Bonus Plan

The Remuneration Committee can amend the Deferred Bonus Plan in any way. However, shareholder approval will be required to amend certain provisions to the advantage of participants. These provisions relate to eligibility, individual and plan limits, the rights attaching to DBP Awards and shares, the adjustment of DBP Awards on variation in the Company's share capital and the amendment powers. The Remuneration Committee can, without shareholder approval, make minor amendments to benefit the administration of the Deferred Bonus Plan, to take account of a change in legislation or to obtain or maintain favourable tax, exchange control or regulatory treatment. The Remuneration Committee may also, without shareholder approval, establish further plans based on the Deferred Bonus Plan, but modified to take account of overseas securities laws, exchange controls or tax legislation. Shares made available under such further plans will be treated as counting against any limits on individual or overall participation in the Deferred Bonus Plan.

Hochschild Mining PLC Notice of Annual General Meeting 2024

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PART II: NOTICE OF 2024 ANNUAL GENERAL MEETING

Notice is hereby given that the eighteenth Annual General Meeting of Hochschild Mining PLC (the 'Company') will be held at 9.30am on Thursday 13th June 2024 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ to consider the following resolutions of which Resolutions 1 to 16 will be proposed as ordinary resolutions and Resolutions 17 to 20 will be proposed as special resolutions.

Ordinary resolutions

1. THAT, the audited accounts of the Company for the year ended 31 December 2023, together with the Directors' Report and the Auditors' Report thereon be received.
2. THAT, the Directors' Remuneration Report (excluding the Directors' Remuneration policy set out on pages 125 to 133 of the report) for the year ended 31 December 2023 be approved.
3. THAT, the Directors' Remuneration policy, the full text of which is contained in the Directors' Remuneration Report for the year ended 31 December 2023, as set out on pages 125 to 133 of the report be approved.
4. THAT, Jorge Born Jr be re-elected as a Director of the Company.
5. THAT, Jill Gardiner be re-elected as a Director of the Company.
6. THAT, Eduardo Hochschild be re-elected as a Director of the Company.
7. THAT, Tracey Kerr be re-elected as a Director of the Company.
8. THAT, Eduardo Landin be elected as a Director of the Company.
9. THAT, Joanna Pearson be elected as a Director of the Company.
10. THAT, Michael Rawlinson be re-elected as a Director of the Company.
11. THAT, Mike Sylvestre be re-elected as a Director of the Company.
12. THAT, Ernst & Young LLP be re- appointed as auditors of the Company (the 'Auditors') until the conclusion of the next general meeting at which accounts are laid before the Company.
13. THAT, the Audit Committee of the Company be authorised to set the remuneration of the Auditors.
14. THAT, the Directors be and are hereby generally and unconditionally authorised pursuant to and in accordance with Section 551 of the Companies Act 2006 (the '2006 Act') to exercise all the powers of the Company to allot shares or grant rights to subscribe for or to convert any security into shares:
15. 1. up to an aggregate nominal amount of £1,713,146; and
    2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £1,713,146 in connection with an offer by way of a rights issue,

such authorities to apply in substitution for all previous authorities and to expire at the end of the next Annual General Meeting of the Company or on 30 June 2025, whichever is the earlier but, in each case, so that the Company may make offers and enter into agreements during the relevant period which would or might require shares to be allotted or rights to subscribe for or to convert any security into shares to be granted after the authority ends.

For the purposes of this Resolution 'rights issue' means an offer to:

1. ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
2. people who are holders of other equity securities if this is required by the rights of those securities or, if the Directors consider it necessary, as permitted by the rights of those securities, to subscribe for further securities by means of the issue of a renounceable letter (or other negotiable document) which may be traded for a period before payment for the securities is due, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory.

15 THAT,

1. the rules of the Hochschild Mining PLC Deferred Bonus Plan referred to in the Shareholders' circular dated 9th May 2024 (the "Circular") summarised in the Appendix to the Circular, and produced in draft to this Meeting and for the purposes of identification initialled by the Chair of the Board be approved, and the Directors be authorised to make such modifications to the Deferred Bonus Plan as they may consider necessary to take account of the requirements of the Financial Conduct Authority and best practice and to adopt the Deferred Bonus Plan as so modified and do all acts and things necessary to operate the Deferred Bonus Plan, and
2. the Directors be authorised to establish such further plans for the benefit of employees outside the UK based on the

Deferred Bonus Plan subject to such modifications as may be necessary or desirable to take account of securities laws, exchange control and tax legislation provided that any Ordinary Shares of the Company made available under such further plans are treated as counting against any limits on participation in the Deferred Bonus Plan.

16 That the waiver granted by the Panel on Takeovers and Mergers of any obligation which might otherwise fall on any member of the Pelham Concert Party, both individually and collectively, to make a general offer to the other shareholders of the Company pursuant to Rule 9 of the City Code on Takeovers and Mergers as a result of an increase in the percentage of Ordinary Shares held by them following market purchases of Ordinary Shares by the Company pursuant to the authority granted under Resolution 19, that could potentially increase the aggregate interest in Ordinary Shares carrying voting rights held by the members of the Pelham Concert Party from approximately 38.27 per cent. of the voting share capital of the Company up to to a maximum of 42.53 per cent. of the Company's share capital, be and is hereby approved.

Note: In order to comply with the City Code on Takeovers and Mergers, Resolution 16 will be taken on a poll of independent shareholders. Accordingly, no member of the Pelham Concert Party will be entitled to vote on the resolution.

8 Hochschild Mining PLC Notice of Annual General Meeting 2024

Special resolutions

17 THAT, subject to the passing of Resolution 14 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash:

1. pursuant to the authority given by paragraph 14.1 of Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act in each case:
2. 1. in connection with a pre-emptive offer; and
   2. otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £257,229; and
3. pursuant to the authority given by paragraph 14.2 of Resolution 14 above in connection with a rights issue, as if Section 561(1) of the 2006 Act did not apply to any such allotment,

such authorities to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 June 2025, whichever is earlier but so that the Company may, before such expiry, make offers, and enter into agreements during this period which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

For the purposes of this Resolution:

1. 'rights issue' has the same meaning as in Resolution 14 above;
2. 'pre-emptiveoffer' means an offer of equity securities open for acceptance for a period fixed by the Directors to (a) 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 and (b) other persons so entitled by virtue of the rights attaching to any other equity securities held by them, but subject in both cases to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to treasury shares, fractional entitlements, record dates or legal, regulatory or practical problems in, or under the laws of, any territory;
3. references to an allotment of equity securities shall include a sale of treasury shares; and
4. 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.

18 THAT, subject to the passing of Resolution 14 above and in addition to any authority granted under Resolution 17 above, the Directors be authorised to allot equity securities (as defined in Section 560(1) of the 2006 Act) wholly for cash pursuant to the authority given by Resolution 14 above or where the allotment constitutes an allotment of equity securities by virtue of Section 560(3) of the 2006 Act as if Section 561(1) of the 2006 Act did not apply to any such allotment, such authority to be:

1. limited to the allotment of equity securities or sale of treasury shares up to an aggregate nominal amount of £257,229; and
2. used only for the purposes of financing (or refinancing, if the authority is to be used within six months after the original transaction) a transaction which the Board of Directors of the Company determines to be an acquisition or other capital investment of a kind contemplated by the Statement of Principles on Disapplying Pre-Emption Rights most recently published by the Pre-Emption Group prior to the date of this notice,

such authority to expire at the end of the next Annual General Meeting of the Company or at the close of business on 30 June 2025, whichever is the earlier, but so that the Company may, before such expiry, make offers and enter into agreements which would, or might, require equity securities to be allotted and treasury shares to be sold after the authority given by this resolution has expired and the Directors may allot equity securities and sell treasury shares under any such offer or agreement as if the authority had not expired.

1. 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 £0.01 each in the capital of the Company provided that:
2. 1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 51,445,843 (representing an amount equal to 10 per cent of the Company's issued ordinary share capital as at 25 April 2024);
   2. the minimum price which may be paid for an Ordinary Share is £0.01 per Ordinary Share;
   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
   4. this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2025 or, if earlier,
      30 June 2025 (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.
3. THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

By Order of the Board

R D Bhasin

Company Secretary

9 May 2024

Hochschild Mining PLC

Registered Office:

17 Cavendish Square

London

W1G 0PH

Company No: 05777693

Hochschild Mining PLC Notice of Annual General Meeting 2024

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Notes to the Notice of AGM

1. A member is entitled to appoint another person as his or her proxy to exercise all or any of his rights to attend and to speak and vote on his or her behalf at the AGM. A proxy need not be a member of the Company. A member may appoint more than one proxy in relation to the AGM provided that each proxy is appointed to exercise the rights attached to a different share or shares held by that member.
2. The right to appoint a proxy does not apply to persons whose shares are held on their behalf by another person and who have been nominated to receive communications from the Company in accordance with Section 146 of the Companies Act 2006 ("2006 Act") ("Nominated Persons"). Nominated Persons may have a right under an agreement with the member who holds the shares on their behalf to be appointed (or to have someone else appointed) as a proxy. Alternatively, if Nominated Persons do not have such a right, or do not wish to exercise it, they may have a right under such an agreement to give instructions to the person holding the shares as to the exercise of voting rights.
3. A member can appoint a proxy (the "Proxy Vote"):
4. • by logging on to www.signalshares. com and following the instructions;
   • by requesting a hard copy form of proxy directly from the registrars, Link Group, by calling (+44 (0)) 371 664 0300 (calls are charged at the standard geographic rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Lines are open between 09:00
     - 17:30, Monday to Friday excluding public holidays in England and Wales); or
   • in the case of CREST members, by utilising the CREST electronic proxy appointment service in accordance with the procedures set out in note 5 below.

In order for a proxy appointment to be valid a form of proxy must be completed. In each case, the form of proxy and any power of attorney or other authority under which it is signed (or a duly certified copy of any such authority) must be received by Link Group at, Central Square, 29 Wellington Street, Leeds, LS1 4DL by 9.30am on 11 June 2024, or if the AGM is adjourned, not less than 48 hours before the time of the holding of such adjourned AGM.

If you are an institutional investor you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding Proxymity, please go to www.proxymity.io. Your proxy must be lodged by 9.30am on 11 June 2024 in order to be considered valid. Before you can appoint a proxy via this process you will need to have agreed to Proxymity's associated terms and conditions. It is important that you read these carefully as you will be bound by them and they will govern the electronic appointment of your proxy.

Completion and return of a Proxy Vote does not prevent a member from subsequently attending the AGM and voting in person.

4 Pursuant to regulation 41(1) of the Uncertificated Securities Regulations 2001 (2001 No. 3755), the Company specifies that only those shareholders registered on the register of members of the Company at close of business on 11 June 2024 shall be entitled to attend and vote at the AGM in respect of the number of Ordinary Shares registered in their name at that time. Changes to the register of members after close of business on 11 June 2024 shall be disregarded in determining the rights of any person to attend and vote at the AGM.

5 CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may do so for the AGM and any adjournment(s) thereof by utilising the procedures described in the CREST Manual. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment made by means of CREST to be valid, the appropriate CREST message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear's

specifications and must contain the information required for such instructions, as described in the CREST Manual (available via www.euroclear.com/CREST). The message must, in order to be valid, (regardless of whether it constitutes the appointment of a proxy or an amendment to the instruction given to a previously appointed proxy) be transmitted so as to be received by the issuer's agent (ID RA10) by the latest time for receipt of proxy appointments specified above. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to the message by the CREST Applications Host) from which the issuer's agent is able to retrieve the message by enquiry to CREST in the manner prescribed by CREST. After this time any change of instructions to a proxy appointed through CREST should be communicated to him or her by other means. CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not make available special procedures in CREST for any particular messages.

Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST sponsor or voting service provider(s) take) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections of the CREST Manual concerning practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in Regulation 35(5)(a) of the Uncertificated Securities Regulations 2001.

1. Any corporation which is a member can appoint one or more corporate representatives who may exercise on its behalf all of its powers as a member provided that they do not do so in relation to the same shares.
2. Copies of (i) the Letters of Appointment between the Company and its Non-Executive Directors; and (ii) the service contract of the Chief Executive Officer will be available for inspection at the registered office of the Company 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.

10 Hochschild Mining PLC Notice of Annual General Meeting 2024