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Transaction in Own Shares • Dec 19, 2025

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RNS Number : 1832M

Atalaya Mining Copper, S.A.

19 December 2025

19 December 2025

Atalaya Mining Copper, S.A.

("Atalaya" or the "Company")

Statement Regarding Shareholder Consultation

Atalaya Mining (LSE: ATYM) is providing this update following the outcome of the Annual General Meeting on 24 June 2025 (the "2025 AGM") and in accordance with the UK Corporate Governance Code.

At the 2025 AGM, all resolutions put to the meeting were successfully passed with the requisite majority of votes, although the following four resolutions received less than 80% shareholder support:

Resolution 5a	re-election of Jesús Fernández	71.66%
Resolution 6	approval of directors' remuneration report	72.13%
Resolution 8	approval of grant of awards pursuant to the long-term incentive plan	73.70%
Resolution 9	approval of the grant of a one-off transitional award to the CEO.	71.13%

In respect of Resolution 5a (the re-election of Jesús Fernández as a director), the Board is aware that the votes against were as a result of concerns on Board meeting attendance. In this regard, Mr Fernández has confirmed his commitment to meeting attendance expectations going forward.

In respect of Resolutions 6, 8 and 9, the reasons for the voting outcomes were extensively discussed with major shareholders and shareholder representative bodies during an engagement exercise carried out in the final quarter of 2024.  These included shareholder concerns regarding:

·      the Company's previous approach to long-term incentive provision (i.e. the absence of performance conditions, length of vesting periods and lack of a post-vesting holding period for the share option award made in June 2024) and;

·      the one-off 'transitional' share award ultimately granted to the CEO in July 2025 which was intended to bridge the vesting gap between the previous market value option approach and the Company's new long-term incentive policy. 

With these legacy issues now behind the Company, and with future incentive awards being operated in line with the new Directors' Remuneration Policy, which received 96.35% shareholder support at the 2025 AGM, the Board anticipates an increase in shareholder support for remuneration-related resolutions at future AGMs.

Notwithstanding the above, the Board has re-engaged with those shareholders who participated in the Company's previous engagement exercise to ascertain whether they are of the view that further consultation would be beneficial. No shareholder has thus far responded indicating that they wish to have further consultation.

Contacts:

SEC Newgate UK	Clotilde Gros / George Esmond / Gwen Samuel	+44 20 3757 6882
Atalaya Mining	Michael Rechsteiner	+34 959 59 28 50

About Atalaya Mining Copper, S.A.

Atalaya is a European copper producer that owns and operates the Proyecto Riotinto complex in southwest Spain. Atalaya's shares trade on the London Stock Exchange's Main Market under the symbol "ATYM" and Atalaya is a FTSE 250 Index constituent.

Atalaya's operations include the Cerro Colorado open pit mine and a modern 15 Mtpa processing plant, which has the potential to become a central processing hub for ore sourced from its wholly owned regional projects around Riotinto, such as Proyecto Masa Valverde and Proyecto Riotinto East. In addition, Atalaya has a phased earn-in agreement for up to 80% ownership of Cobre San Rafael S.L., which fully owns the Proyecto Touro brownfield copper project in the northwest of Spain, as well as a 99.9% interest in Proyecto Ossa Morena. For further information, please visit www.atalayamining.com

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