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HOCHSCHILD MINING PLC Proxy Solicitation & Information Statement 2018

Apr 17, 2018

4858_agm-r_2018-04-17_f060cbf2-deb4-4c64-a904-2ff30a6ca115.pdf

Proxy Solicitation & Information Statement

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Hochschild Mining plc

Notice of Availability and 2018 AGM Attendance Card

Notice of Availability

Please note that, depending on your election, hard copies of Hochschild Mining's 2017 Annual Report and Notice of the 2018 Annual General Meeting ("AGM") may not be enclosed. These documents are, however, available on the Company's website at www.hochschildmining.com.

The deadline for the receipt of the Form of Proxy for the AGM by our registrars, Link Asset Services, is 3pm on Wednesday, 23 May 2018. Further details relating to the appointment of proxies are provided in the notes to the Form of Proxy which are printed overleaf.

Attendance Card

AGM to be held at 3pm on Friday, 25 May 2018 at the offices of Linklaters LLP, One Silk Street, London EC2Y 8HQ.

If you wish to attend this meeting in your capacity as a shareholder, please sign this card and, on arrival, hand it to the Company's registrars.

Signature of person attending

Bar Code:
Investor Code:

Hochschild Mining plc

Form of Proxy

I/ We being a member of Hochschild Mining plc (the Company) hereby appoint the chairman of the meeting or

(see Notes 1 and 3)

Bar code:
Investor Code:
Event Code:

as my/our proxy to exercise all or any of my/our rights to attend, speak and vote in respect of my/our voting entitlement on my/our behalf at the Annual General Meeting (the AGM) of the Company to be held at 3pm on Friday, 25 May 2018 and at any adjournment thereof.

Please mark "X" in the box opposite if this proxy appointment is one of multiple appointments being made (see Note 3).

Resolutions

Please mark "X" to indicate how you wish your proxy to vote (see Note 2 overleaf).

Resolutions

Please mark "X" to indicate how you wish your proxy to vote (see Note 2 overleaf).

Ordinary Resolutions By Against Vote
1 To receive the audited accounts of the Company for the year ended 31 December 2017.
2 To approve the 2017 Directors' Remuneration Report (excluding the Directors' Remuneration policy).
3 To approve the Directors' Remuneration Policy.
4 To approve the final dividend.
5 To re-elect Graham Birch as a Director of the Company.
6 To re-elect Jorge Born Jr. as a Director of the Company.
7 To re-elect Ignacio Bustamante as a Director of the Company.
8 To re-elect Eduardo Hochschild as a Director of the Company.
9 To re-elect Eileen Kamerick as a Director of the Company.
10 To elect Dionisio Romero Paoletti as a Director of the Company.
11 To re-elect Michael Rawlinson as a Director of the Company.

Resolutions

Please mark "X" to indicate how you wish your proxy to vote (see Note 2 overleaf).

For Against Vote
12 To re-elect Sanjay Sarma as a Director of the Company.
13 To re-appoint Ernst & Young LLP as auditors.
14 To authorise the Audit Committee to set the auditors' remuneration.
15 To authorise the Directors to allot shares.
16 To approve and adopt the 2018 Hochschild Mining plc Long Term Incentive Plan.

Special Resolutions

Special Resolutions For Against Vote
17 To disapply statutory pre-emption rights.
18 To disapply statutory pre-emption rights to finance an acquisition or other capital investment.
19 To authorise the Company to make market purchases of its own shares.
20 To authorise general meetings other than Annual General Meetings to be called on not less than 14 clear days' notice.

To assist with arrangements, if you intend being present at the AGM in person please mark "X" in the box opposite.

Signature: ____
Date:
____

Hochschild Mining plc is registered in England and Wales with registered number 5777693. Registered office: 17 Cavendish Square, London W1G 0PH.


Notes

The Proxy Form gives your proxy or proxies full rights to attend, speak and vote. If you wish to restrict the rights of your proxies please cross out either or both of the words "speak" or "vote" as you feel appropriate where indicated by an asterisk.

To be entitled to vote at the meeting (and for the purpose of determining the number of votes you may cast), you must be entered on the Company's register of members at close of business on 23 May 2018 or, if the meeting is adjourned, you must be entered on the register at close of business two days prior to the day fixed for the adjourned meeting.

Full details of the resolutions to be proposed with explanatory notes are set out in the Notice of AGM either enclosed with this card or accessible via www.hochschildmining.com.

  1. Every shareholder has the right to appoint some other person(s) of their choice, who need not be a shareholder, as their proxy to exercise all or any of their rights, to attend, speak and vote on their behalf at the meeting. If you wish to appoint a person other than the Chairman, please insert the name of your chosen proxy holder in the space provided. If the proxy is being appointed in relation to less than your full voting entitlement, please enter in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. If left blank, your proxy will be deemed to be authorised in respect of your full voting entitlement (or if this proxy form has been issued in respect of a designated account for a shareholder, the full voting entitlement for that designated account).

  2. Unless otherwise indicated, the proxy or proxies will vote as they think fit or, at their discretion, abstain from voting on both:
    (i) the resolutions specified; and
    (ii) unless instructed otherwise, any business (including amendments to resolutions) which may come before the AGM.

  3. To appoint more than one proxy, (an) additional proxy form(s) may be obtained by contacting Link Asset Services on 0371 664 0300 (Calls cost 12p per minute plus your phone company's access charge. 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 you may photocopy this form.

Please indicate in the box next to the proxy holder's name the number of shares in relation to which they are authorised to act as your proxy. Please also mark "X" in the box provided if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned together in the same envelope.

  1. To be valid, the Form of Proxy must arrive no later than 3pm on 23 May 2018 at Link Asset Services. Alternatively, you may submit your proxy by visiting www.signalshares.com.

  2. A corporation must execute the Form of Proxy under either its common seal or the hand of a duly authorised office or attorney.

  3. The Form of Proxy is for use in respect of the shareholder account specified only and should not be amended or submitted in respect of a different account.

  4. The "Vote withheld" option is to enable you to instruct your proxy or proxies to abstain from voting on any of the proposed resolutions. Such a vote is not a vote in law and will not be counted in the votes "For" or "Against" a resolution.

  5. Shares held in CREST may be voted through the CREST Proxy Voting Service in accordance with the procedures set out in the CREST Manual. See Note 6 to the Notice of AGM for further details.

  6. In the case of joint holders of a share, all joint holders must sign the proxy, but the vote of the senior holder who votes whether in person or by proxy shall be accepted to the exclusion of the votes of the other joint holders and, for this purpose, seniority shall be determined by the order in which all the names stand in the register of members in respect of the share.

  7. If you complete and return the Form of Proxy this will not prevent you from attending in person and voting at the AGM should you subsequently decide to do so.

  8. Any alterations to the Form of Proxy should be initialled.

  9. If the Form of Proxy is signed by someone else on your behalf, proof of their authority to sign must be returned with the Form of Proxy.

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