HOCHSCHILD MINING PLC ("THE COMPANY")

HOCHSCHILD MINING PLC

("THE COMPANY")

RESOLUTIONS OTHER THAN THOSE CONCERNING ORDINARY BUSINESS PASSED BY SHAREHOLDERS OF THE COMPANY AT THE ANNUAL GENERAL MEETING HELD ON 13 JUNE 2024

ORDINARY RESOLUTIONS

15 THAT,

15.1 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

15.2 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.

SPECIAL RESOLUTIONS

19 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:

19.1 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);

19.2 the minimum price which may be paid for an Ordinary Share is £0.01 per Ordinary Share;

19.3 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

19.4 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.

20 THAT, a general meeting other than an annual general meeting may be called on not less than 14 clear days' notice.

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Hochschild Mining plc published this content on 13 June 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 13 June 2024 12:37:06 UTC.