Hochschild Mining : 2023 AGM Circular

Notice is hereby given that the seventeenth Annual General Meeting of Hochschild Mining PLC (the 'Company') will be held at 9am on Friday, 9th June 2023 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ to consider the following resolutions of which Resolutions 1 to 12 will be proposed as ordinary resolutions and Resolutions 13 to 16 will be proposed as special resolutions.

Ordinary resolutions

1. THAT, the audited accounts of the Company for the year ended 31 December 2022, together with the Directors' Report and the Auditors' Report thereon be received.
2. THAT, the Directors' Remuneration Report for the year ended 31 December 2022 be approved.
3. THAT, Jorge Born Jr be re-elected as a Director of the Company.
4. THAT, Ignacio Bustamante 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, Michael Rawlinson be re- elected as a Director of the Company.
9. THAT, Mike Sylvestre be elected as a Director of the Company.
10. 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.
11. THAT, the Audit Committee of the Company be authorised to set the remuneration of the Auditors.
12. 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:
13. 1. up to an aggregate nominal amount of £1,712,747; and
    2. comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £1,712,747 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 2024, 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.

Special resolutions

13 THAT, subject to the passing of Resolution 12 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 12.1 of Resolution 12 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 £256,938; and
3. pursuant to the authority given by paragraph 12.2 of Resolution 12 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 2024, 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 12 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.

14 THAT, subject to the passing of Resolution 12 above and in addition to any authority granted under Resolution 13 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 12 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 £256,938; 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 2024, 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.

15 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:

1. the maximum aggregate number of Ordinary Shares authorised to be purchased is 51,387,556 (representing an amount equal to 10 per cent of the Company's issued ordinary share capital as at 24 April 2023);
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 2024 or, if earlier, 30 June 2024 (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.

16 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

28 April 2023

Hochschild Mining PLC

Registered Office:

17 Cavendish Square

London

W1G 0PH

Company No: 05777693