HOCHSCHILD MINING PLC — Proxy Solicitation & Information Statement 2014

Apr 22, 2014

HOCHSCHILD MINING PLC

NOTICE OF ANNUAL GENERAL MEETING

THURSDAY, 22 MAY 2014 AT 9.30AM

HOCUSCHOOL

---

Hochschild Mining plc Notice of Annual General Meeting 2014

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about the contents of this document 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 (the "Company") please send this document, together with the accompanying Form of Proxy, 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.

CONTENTS

3 Letter from the Chairman
4 Letter from the Chairman of the Remuneration Committee
5 Notice of Annual General Meeting
7 Notes to the Notice of AGM
9 Explanatory Notes on Resolutions
11 Appendix 1 – Summary of the terms of the Deferred Bonus Plan
12 Information on the AGM Venue
12 Shareholder Information

HOCHSCHILD MINING PLC

Registered Office:
46 Albemarle Street
London W15 4JL
United Kingdom
Tel: +44 (0) 20 7907 2930
Fax: +44 (0) 20 7907 2931
info@hocplc.com

www.hochschildmining.com

---

www.hochschildmining.com

LETTER FROM THE CHAIRMAN

HOCHSCHILD MINING PLC

(INCORPORATED AND REGISTERED IN ENGLAND AND WALES NO. 05777693)

Registered Office:

46 Albemarle Street

London W15 4JL

11 April 2014

DEAR SHAREHOLDER

I am pleased to invite you to attend the eighth Annual General Meeting (the "AGM") of Hochschild Mining plc (the "Company") which will be held at 9.30am on Thursday, 22 May 2014 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

This document includes the Notice of AGM in which we have set out the resolutions that shareholders are being asked to vote on. An explanation of the business to be conducted at the meeting is included on pages 9 and 10.

I would like to draw your attention to:

• Resolution 15 in respect of the Deferred Bonus Plan, further details of which can be found in the letter from Jorge Born Jr as Chairman of the Remuneration Committee; and
• Resolution 18, which seeks to renew the authority granted by shareholders at last year's AGM to call a shareholders' meeting (other than an AGM) on no less than 14 clear days' notice.

In keeping with the Company's usual practice, voting at the AGM will be conducted by way of poll vote. The AGM provides shareholders with an opportunity to communicate with their Board and we welcome your participation.

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 unanimously recommends shareholders to vote in favour of the resolutions proposed.

Those Directors who hold Ordinary Shares in the Company intend to vote their shares in favour of all of the resolutions.

I would encourage shareholders to exercise their right to vote on the business of the meeting by completing and submitting the Form of Proxy in accordance with the accompanying instructions or, alternatively, by visiting www.capitashareportal.com.

I look forward to seeing you at the AGM.

EDUARDO HOCHSCHILD

Executive Chairman

---

Hochschild Mining plc Notice of Annual General Meeting 2014

LETTER FROM THE CHAIRMAN OF THE REMUNERATION COMMITTEE

HOCHSCHILD MINING PLC
(INCORPORATED AND REGISTERED IN ENGLAND AND WALES NO. 05777693)
Registered Office:
46 Albemarle Street
London W15 4JL

11 April 2014

DEAR SHAREHOLDER

RESOLUTION 15 – APPROVAL OF THE DEFERRED BONUS PLAN (ORDINARY RESOLUTION)

The recent volatility in precious metals prices prompted a comprehensive review across the Group in 2013 to identify cost saving measures. This incorporated a review of the structure and remuneration of our Board, including a reduction in the number of Non-Executive Directors on the Board, along with reductions of 30% to the Chairman's salary and the fees of all the Non-Executive Directors, and a reduction of 10% to the CEO's salary.

Due to the aforementioned market conditions, provisions for annual bonuses have been reduced for both 2013 and 2014 budgets, and the Committee determined that for 2013 there would be a downward revision of the formulaic outcome for the bonus for senior executives. In order to improve executive/shareholder alignment, the Remuneration Committee has deferred a portion of annual bonuses for 2013 into shares for one year for senior managers and up to two years in the case of Ignacio Bustamante the CEO. As reported in the 2013 Directors' Remuneration Report, Mr Bustamante has been awarded a bonus of $460,000, of which $360,000 has been deferred and will be payable in shares as to 50% after one year and 50% after two years.

To help reduce cash costs to the Company, awards may be funded through new-issue or treasury shares and, for this reason, shareholder approval to the plan is being sought. 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 current challenging operating environment.

JORGE BORN JR
Chairman of the Remuneration Committee

---

www.hochschildmining.com

NOTICE OF 2014 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT THE EIGHTH ANNUAL GENERAL MEETING OF HOCHSCHILD MINING PLC (THE 'COMPANY') WILL BE HELD AT 9.30AM ON THURSDAY, 22ND MAY 2014 AT THE OFFICES OF LINKLATERS LLP, ONE SILK STREET, LONDON EC2Y 8HQ TO CONSIDER THE FOLLOWING RESOLUTIONS OF WHICH RESOLUTIONS 1 TO 15 WILL BE PROPOSED AS ORDINARY RESOLUTIONS AND RESOLUTIONS 16 TO 18 WILL BE PROPOSED AS SPECIAL RESOLUTIONS.

ORDINARY RESOLUTIONS

1. THAT, the audited accounts of the Company for the year ended 31 December 2013, 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 77 to 87 of the report) for the year ended 31 December 2013 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 2013, as set out on pages 77 to 87 of the report be approved.
4. THAT, Graham Birch be re-elected as a Director of the Company.
5. THAT, Enrico Bombieri be re-elected as a Director of the Company.
6. THAT, Jorge Born Jr be re-elected as a Director of the Company.
7. THAT, Ignacio Bustamante be re-elected as a Director of the Company.
8. THAT, Roberto Dañino be re-elected as a Director of the Company.
9. THAT, Sir Malcolm Field be re-elected as a Director of the Company.
10. THAT, Eduardo Hochschild be re-elected as a Director of the Company.
11. THAT, Nigel Moore 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:
    14.1 up to an aggregate nominal amount of £30,285,861
    14.2 comprising equity securities (as defined in Section 560(1) of the 2006 Act) up to a further aggregate nominal amount of £30,285,861 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 or on 30 June 2015, 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:
(i) ordinary shareholders in proportion (as nearly as may be practicable) to their existing holdings; and
(ii) 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.

1. THAT,
   15.1 the rules of the Hochschild Mining plc Deferred Bonus Plan referred to in the shareholders' circular dated 11 April 2014 summarised in Appendix 1, and produced in draft to this Meeting and for the purposes of identification initialled by the Chairman 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.

---

Hochschild Mining plc Notice of Annual General Meeting 2014

SPECIAL RESOLUTIONS

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

16.1 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:

(i) in connection with a pre-emptive offer; and
(ii) otherwise than in connection with a pre-emptive offer, up to an aggregate nominal amount of £4,588,766; and

16.2 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 power to expire at the end of the next Annual General Meeting or on 30 June 2015, whichever is earlier but so that the Company may make offers and enter into agreements during this period which would, or might, require equity securities to be allotted after the power ends and the Directors may allot equity securities under such offer or agreement as if the power had not ended.

For the purposes of this Resolution:

(i) 'rights issue' has the same meaning as in Resolution 14 above;
(ii) 'pre-emptive offer' 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;

(iii) references to an allotment of equity securities shall include a sale of treasury shares; and
(iv) 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.

17 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 £0.25 each in the capital of the Company provided that:

17.1 the maximum aggregate number of Ordinary Shares authorised to be purchased is 36,710,135 (representing an amount equal to 10 per cent of the Company's issued ordinary share capital as at 3 April 2014);
17.2 the minimum price which may be paid for an Ordinary Share is £0.25 per Ordinary Share;
17.3 the maximum price which may be paid for an Ordinary Share is an amount equal to the higher of (i) 105 per cent. of the average of the closing price of the Company's Ordinary Shares as derived from the London Stock Exchange Daily Official List for the five business days immediately preceding the day on which such Ordinary Share is contracted to be purchased or (ii) the higher of the price of the last independent trade and the highest current bid as stipulated by article 5(1) of Commission Regulation (EC) 22 December 2003 implementing the Market Abuse Directive as regards exemptions for buy-back programmes and stabilisation of financial instruments (No 2273/2003);
17.4 this authority shall expire at the conclusion of the Annual General Meeting of the Company held in 2015 or, if earlier 30 June 2015 (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.

18 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

11 April 2014

Hochschild Mining plc

Registered Office:

46 Albemarle Street

London

W1S 4JL

---

www.hochschildmining.com

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. To appoint more than one proxy please follow the notes contained in the proxy form.

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 Form of Proxy is enclosed. Completion and return of a Form of Proxy will not prevent a member from subsequently attending the AGM and voting in person.

4. To appoint a proxy either (a) 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 deposited with the Company's registrars, Capita Asset Services ("Capita"), at PXS, 34 Beckenham Road, Beckenham BR3 4TU, United Kingdom or (b) the proxy appointment must be lodged using the CREST Proxy Voting Service in accordance with note 6 below or (c) the proxy appointment must be made by visiting www.capitashareportal.com, in each case, not less than 48 hours before the time of the holding of the AGM or any adjournment thereof.

5. 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 6pm on 20 May 2014 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 6pm on 20 May 2014 shall be disregarded in determining the rights of any person to attend and vote at the AGM.

6. 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.

7. 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.

8. Copies of (i) the Letters of Appointment between the Company and its Non-Executive Directors; (ii) the service contracts of the Executive Directors; and (iii) the rules of the Deferred Bonus Plan will be 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.

---

Hochschild Mining plc Notice of Annual General Meeting 2014

9 Members should note that, under Section 527 of the 2006 Act, members meeting the threshold requirements set out in that section have the right to require the Company to publish on its website a statement setting out any matter relating to: (i) the audit of the Company's accounts (including the auditor's report and the conduct of the audit) that are to be laid before the AGM for the financial year beginning 1 January 2012; or (ii) any circumstance connected with an auditor of the Company appointed for the financial year beginning 1 January 2012 who ceases to hold office since the previous meeting at which annual accounts and reports were laid. The Company may not require the members requesting any such website publication to pay its expenses in complying with Sections 527 or 528 (requirements as to website availability) of the 2006 Act. Where the Company is required to place a statement on its website under Section 527 of the 2006 Act, it must forward the statement to the Company's auditor not later than the time when it makes the statement available on its website. The business which may be dealt with at the AGM for the relevant financial year includes any statement that the Company has been required to publish on its website under Section 527 of the 2006 Act.

10 Holders of Ordinary Shares are entitled to attend and vote at general meetings of the Company. The total number of issued Ordinary Shares in the Company on 3 April 2014, which is the latest practicable date before the publication of this document, is 367,101,352, carrying one vote each on a poll. Therefore, the total number of votes exercisable as at 3 April 2014 is 367,101,352.

11 Any member with special needs wishing to attend the AGM should contact the Company's London office on +44 (0) 20 7907 2930, so that appropriate arrangements can be made.

12 Persons who are not members of the Company will not be admitted to the AGM unless prior arrangements have been made with the Company. Investors holding Ordinary Shares through nominees are welcome to attend provided that they bring proof of their holding with them to the AGM (see notes 1 and 2 above).

13 Members should note that doors to the AGM will open at 9am.

14 Please note that, for security reasons, all hand luggage may be subject to examination prior to entry being granted to the AGM. Cameras, tape recorders, laptop computers and similar equipment may not be taken into the AGM.

15 We ask all those present at the AGM to facilitate the orderly conduct of the meeting and the Company reserves the right, if orderly conduct is threatened by a person's behaviour, to require that person to leave.

16 Members may not use any electronic address provided in this Notice (or in any related documents including the Chairman's letter and Form of Proxy) to communicate with the Company for any purposes other than those expressly stated.

17 Any member attending the AGM has the right to ask questions. The Company must cause to be answered any such question relating to the business being dealt with at the meeting but no such answer need be given if (a) to do so would interfere unduly with the preparation for the meeting or involve the disclosure of confidential information, (b) the answer has already been given on a website in the form of an answer to a question, or (c) it is undesirable in the interests of the Company or the good order of the meeting that the question be answered.

18 A copy of this notice, and other information required by Section 311A of the 2006 Act, can be found at www.hochschildmining.com.

19 Each of the resolutions to be put to the meeting will be voted on by poll and not by show of hands. A poll reflects the number of voting rights exercisable by each member and so the Board considers it a more democratic method of voting. Members and proxies will be asked to complete a poll card to indicate how they wish to cast their votes. These cards will be collected at the end of the meeting. The results of the poll will be published on the Company's website and notified to the UK Listing Authority once the votes have been counted and verified.

---

www.hochschildmining.com

EXPLANATORY NOTES ON RESOLUTIONS

RESOLUTION 1

ANNUAL REPORT AND ACCOUNTS

The first item of business is the receipt, by shareholders, of the 2013 accounts together with the Directors' Report and the Auditor's Report. The accounts are prepared in accordance with International Financial Reporting Standards.

RESOLUTIONS 2 AND 3

DIRECTORS' REMUNERATION REPORT

In line with the new requirements that apply to the Company for the first time in respect of 2013, the Directors' Remuneration Report comprises:

• a statement by Jorge Born Jr, Chairman of the Company's Remuneration Committee;
• the annual report on remuneration, which sets out payments made in the financial year ended 31 December 2013; and
• the Directors' Remuneration policy in relation to future payments to the directors and former directors.

The statement by the Chairman of the Company's Remuneration Committee and the annual report on remuneration will, as in the past, be put to an annual advisory shareholder vote by ordinary resolution.

The Directors' Remuneration policy, which sets out the Company's forward-looking policy on directors' remuneration (including the approach to exit payments to directors), is subject to a binding shareholder vote by ordinary resolution at least every three years.

The Directors' Remuneration Report is set out in full in the Annual Report on pages 76 to 97.

Resolution 2 is the ordinary resolution to approve the Directors' Remuneration Report, other than the part containing the Directors' Remuneration policy. Resolution 2 is an advisory resolution and does not affect the future remuneration paid to any director.

Resolution 3 is the ordinary resolution to approve the Directors' Remuneration policy which is set out in the Directors' Remuneration Report in the Annual Report on pages 77 to 87.

Once the Directors' Remuneration policy has been approved, all payments by the Company to the directors and any former directors must be made in accordance with the policy (unless a payment has been separately approved by a shareholder resolution). If the Company wishes to change the Directors' Remuneration policy, it will need to put the revised policy to a shareholder vote again before it can implement the new policy. If the Directors' Remuneration policy remains unchanged, the Companies Act 2006 requires the Company to put the policy to shareholders for approval again no later than 31 December 2017.

RESOLUTIONS 4 TO 11

ANNUAL ELECTION OF DIRECTORS

In line with the recommendation of the UK Corporate Governance Code, each Board member who has previously been elected is retiring at the AGM and submits himself for re-election by shareholders. Directors are also required to stand for election at the first AGM after their appointment.

Full biographical details of the Directors can be found on pages 56 and 57 of the 2013 Annual Report and Accounts. The Board is pleased to confirm that, given the outcome of the 2013 Board Evaluation process, each Director continues to make an effective and valuable contribution to the Board and demonstrates commitment to his role.

RESOLUTION 12

RE-APPOINTMENT OF AUDITORS

The Company is required, at each general meeting at which accounts are presented, to appoint auditors to hold office until the next such meeting. Ernst & Young LLP has indicated its willingness to continue in office. The Board, on the recommendation of the Audit Committee, recommends the re-appointment of Ernst & Young LLP to hold office until the next meeting at which accounts are laid. Accordingly, Resolution 12 will, if passed, re-appoint Ernst & Young LLP as auditors to the Company (the "Auditors").

RESOLUTION 13

REMUNERATION OF THE AUDITORS

Resolution 13 seeks shareholder consent for the Company's Audit Committee to set the remuneration of the Auditors.

RESOLUTION 14

AUTHORITY TO ALLOT SHARES

The purpose of Resolution 14 is to renew the Directors' power to allot shares. The authority will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares up to a nominal value of £30,285,861, which is equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 3 April 2014.

The authority in paragraph 14.2 will allow the Directors to allot new shares and grant rights to subscribe for, or convert other securities into, shares only in connection with a rights issue up to a further nominal value of £30,285,861, which is equivalent to approximately 33 per cent of the total issued ordinary share capital of the Company, exclusive of treasury shares, as at 3 April 2014.

This is in line with corporate governance guidelines.

At 3 April 2014, the Company did not hold any shares in treasury. There are no present plans to undertake a rights issue or to allot new shares (other than, if approved, pursuant to the terms of the Deferred Bonus Plan). The Directors consider it desirable to have the maximum flexibility permitted by corporate governance guidelines to respond to market developments and to enable allotments to take place in appropriate circumstances. If the resolution is passed, the authority will expire on the earlier of 30 June 2015 and the end of the AGM in 2015.

RESOLUTION 15

APPROVAL OF THE HOCHSCHILD MINING PLC DEFERRED BONUS PLAN (THE "DBP")

Resolution 15 seeks shareholder approval for the DBP as it is intended that awards made under the DBP will be satisfied through the issue of new shares.

Further details are given in the letter from the Chairman of the Company's Remuneration Committee on page 4 of this circular and a summary of the rules of the DBP is provided in the appendix to this circular.

RESOLUTION 16

DISAPPLICATION OF PRE-EMPTION RIGHTS

If the Directors wish to allot new shares or other equity securities, or sell treasury shares, for cash (other than in connection with an employee share scheme) company law requires that these shares are offered first to shareholders in proportion to their existing holdings.

The purpose of paragraph 16.1 of Resolution 16 is to authorise Directors to allot new shares or sell treasury shares pursuant to the authority given by paragraph 14.1 of Resolution 14 for cash (i) in connection with a pre-emptive offer or (ii) otherwise up to a nominal value of £4,588,766, equivalent to 5 per cent of the total issued ordinary share capital of the

---

Hochschild Mining plc Notice of Annual General Meeting 2014

Company as at 3 April 2014, in each case without the shares first being offered to existing shareholders in proportion to their existing holdings.

The purpose of paragraph 16.2 of Resolution 16 is to authorise the Directors to allot new shares pursuant to the authority given by paragraph 14.2 of Resolution 14, or sell treasury shares, for cash in connection with a rights issue without the shares first being offered to existing shareholders in proportion to their existing holdings. This is in line with corporate governance guidelines.

The Board considers the authority in Resolution 16 to be appropriate in order to allow the Company flexibility to finance business opportunities or to conduct a pre-emptive offer or rights issue without the need to comply with the strict requirements of the statutory pre-emption provisions. The Board has no immediate plans to make use of this authority.

The Board intends to adhere to the provisions in the Pre-emption Group's Statement of Principles not to allot shares for cash on a non pre-emptive basis (other than pursuant to a rights issue or pre-emptive offer) in excess of an amount equal to 7.5 per cent of the total issued ordinary share capital of the Company within a rolling three-year period without prior consultation with shareholders.

RESOLUTION 17

AUTHORITY TO BUY SHARES

Under Section 701 of the 2006 Act ("Section 701") the directors of a company may make market purchases of that company's shares if authorised to do so by shareholders. The Directors believe that granting such approval would be in the best interests of shareholders in allowing them the flexibility to react promptly to circumstances requiring market purchases.

Accordingly, Resolution 17, which will be proposed as a special resolution, will, if passed, give the Directors authority to make one or more market purchases of the Company's shares under Section 701. The authority contained in this resolution will be limited to 36,710,135 Ordinary Shares having an aggregate nominal value of £9,177,533.75 which represents 10 per cent of the issued ordinary share capital of the Company as at 3 April 2014. The upper and lower limits on the price which may be paid for those shares are set out in the resolution itself.

Pursuant to the 2006 Act, shares purchased under this authority may be held as treasury shares. The Company may purchase and hold shares as treasury shares up to a maximum amount equal to 15 per cent of the nominal value of the issued Ordinary Shares at that time, rather than cancelling them. Shares held in treasury do not carry voting rights and no dividends will be paid on any such shares. Shares held in treasury in this way can be sold for cash or cancelled, either immediately or at a point in the future, or be used for the purposes of an employee share scheme. This would allow the Company to manage its capital base more effectively.

The Board has no present intention of exercising this authority. Shares will only be repurchased if the Directors consider such purchases to be in the best interests of shareholders generally and that they can be expected to result in an increase in earnings per share. The authority will only be used after careful consideration, taking into account market conditions prevailing at the time, other investment opportunities, appropriate gearing levels and the overall financial position of the Company. Shares held as treasury shares will not automatically be cancelled and will not be taken into account in future calculations of earnings per share (unless they are subsequently resold or transferred out of treasury).

This authority will expire on the earlier of 30 June 2015 and the Company's AGM in 2015.

RESOLUTION 18

GENERAL MEETINGS

This resolution is proposed in the light of the implementation of the Shareholder Rights Directive in August 2009. The regulations implementing this Directive increased the notice period for general meetings of the Company to 21 days unless shareholders have approved the calling of meetings on 14 days' notice. AGMs will continue to be held on at least 21 clear days' notice. This resolution seeks to renew the authority granted at last year's AGM.

The shorter notice period would not be used as a matter of routine for such meetings, but only where the flexibility is merited by the business of the meeting and is thought to be to the advantage of shareholders as a whole.

---

www.hochschildmining.com

APPENDIX 1

SUMMARY OF THE TERMS OF THE DEFERRED BONUS PLAN

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

GRANT OF AWARDS UNDER THE DEFERRED BONUS PLAN

The first awards under the Deferred Bonus Plan (“DBP Awards”) were granted in March 2014, in respect of annual bonuses earned for the 2013 financial year. Selected participants received a proportion of their annual bonus in cash and the balance in the form of a DBP Award. Shareholder approval of the Deferred Bonus Plan is being sought to allow newly issued shares to be used to satisfy the vesting of existing and future 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. For the avoidance of doubt, this will not include the Executive Chairman.

FORM OF DEFERRED BONUS AWARDS

DBP Awards will be in the form of conditional awards of shares or nil/nominal cost options. The shares subject to a DBP Award will be issued or transferred to the Participant on the vesting dates described below. Participants may, if the Remuneration Committee so decides in respect of any particular DBP Award, be entitled to receive, at vesting, a payment (in cash or shares) to reflect the dividends which would have been paid on the vested shares during the vesting period.

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 awards which have lapsed.

Treasury shares transferred to satisfy a DBP Award will be counted as if new shares had been issued for so long as it is considered best practice to do so.

CESSATION OF EMPLOYMENT

A DBP Award will normally lapse if the Participant leaves employment. However, if the Participant dies or leaves because of disability, ill-health, injury, redundancy, retirement, sale of his employer (or in other circumstances if the Remuneration Committee allows), his DBP Award will generally 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 accelerated vesting.

CHANGE OF CONTROL

DBP Awards will generally vest early on a takeover, merger or other corporate reorganisation. 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 accelerated vesting.

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 Directors 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 Directors 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 Directors 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 2014

INFORMATION ON THE AGM VENUE

LOCATION

The 2014 AGM is being held at the offices of Linklaters LLP, the location of which is shown on the map below.

Transport details: How to get there by tube, train and car

NEAREST TUBE STATION
Moorgate or Barbican

NEAREST TRAIN STATION
Liverpool Street

AIRPORTS

London/Heathrow – LHR
Leave Heathrow Airport precinct in the direction of the M4. At the M4 turn left away from London and at the next junction leave the M4 and join the M25 heading North. At junction 16 of the M25 leave the M25 and join the M40/A40 going towards London. Follow the A40 along Marylebone Road, Euston Road and at King's Cross interchange follow signs for the City along Pentonville Road and City Road. At Finsbury Square turn right into Chiswell Street and Silk Street is the fourth turning on the left.

London/Gatwick – LGW
Leave Gatwick precinct heading towards the M23. Follow the M23/A23 towards London and at the Oval cricket ground join the A3. At the Elephant & Castle roundabout go on to Newington Causeway and continue straight on to cross London Bridge. Fork right into Gracechurch Street and then turn left into London Wall, right into Moorgate and left into Chiswell Street. Silk Street is the fourth turning on the left.

London/City Airport – LCY
From City Airport, follow the sign for Docklands. Pass the docks and follow the River. Drive west towards Westminster. At the Tower of London, turn right into the Minories then first left into Dukes Place and follow the road onto London Wall. Turn right into Moorgate and left into Chiswell Street. Silk Street is the fourth turning on the left.

SHAREHOLDER INFORMATION

PROXY VOTING

Shareholders are requested to complete and submit their Form of Proxy, whether or not they intend to attend the AGM.

Please complete, sign and return the form as soon as possible in accordance with the instructions printed on it. The Form of Proxy should be returned to Capita Registrars as soon as possible, but in any event by no later than 9.30am on Tuesday, 20 May 2014. Alternatively, you may submit your proxy online at www.capitashareportal.com. CREST members wishing to use the CREST electronic appointment service are referred to note 6 of the Notice of AGM on page 7. Completion and return of the Form of Proxy will not prevent shareholders from attending in person and voting at the meeting should they subsequently decide to do so.

SHAREHOLDER ENQUIRIES

The Company's share register is maintained by:

Capita Asset Services
The Registry
34 Beckenham Road
Beckenham
Kent
BR3 4TU

Telephone (from UK): 0871 664 0300 (Calls cost 10p per minute plus network extras, lines are open 8.30am-5.30pm Mon-Fri)

Telephone (from overseas): +44 20 8639 3399

Fax: +44 (0)1484 600 911

Enquiries relating to the administration of holdings of the Company's shares, such as change of address, change of ownership or dividend payments, should be directed to Capita at the address and telephone number above. Any queries from shareholders in Peru should be addressed to:

José Augusto Palma, General Counsel
Compañía Minera Ares
Calle La Colonia No.180
Urb. El Vivero
Santiago de Surco
Lima

Telephone: +511 317 2000

2014 Calendar

2014 half-year results announced: August 2014

Financial year end: 31 December 2014