AGM 2025 – Voting Results
All AGM resolutions passed; over 20% votes against four remuneration-related resolutions.
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Atalaya Mining (LSE: ATYM) announces that all resolutions put to its Annual General Meeting (the "Meeting") held earlier today, Tuesday, 24 June 2025, were passed by the requisite majorities.
The total number of votes received on each resolution put to the Meeting was as follows:
| Res № * | Votes for | % of votes cast | Votes against | % of votes cast | Abstain votes ## | % of votes cast | Total votes cast |
|---|---|---|---|---|---|---|---|
| 1. | 59,812,968 | 97.93% | 0 | 0.00% | 1,263,586 | 2.07% | 61,076,554 |
| 2. | 59,880,919 | 98.04% | 584 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 3. | 59,620,357 | 97.62% | 0 | 0.00% | 1,456,197 | 2.38% | 61,076,554 |
| 4. | 59,881,503 | 98.04% | 0 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 5a. | 43,765,227 | 71.66% | 11,153,917 | 18.26% | 6,157,410 | 10.08% | 61,076,554 |
| 5b. | 57,202,855 | 93.66% | 2,678,648 | 4.39% | 1,195,051 | 1.96% | 61,076,554 |
| 5c. | 58,474,855 | 95.74% | 1,406,648 | 2.30% | 1,195,051 | 1.96% | 61,076,554 |
| 5d. | 57,233,931 | 93.71% | 2,647,572 | 4.33% | 1,195,051 | 1.96% | 61,076,554 |
| 5e. | 56,274,636 | 92.14% | 3,606,867 | 5.91% | 1,195,051 | 1.96% | 61,076,554 |
| 5f. | 59,788,812 | 97.89% | 92,691 | 0.15% | 1,195,051 | 1.96% | 61,076,554 |
| 5g. | 59,881,493 | 98.04% | 10 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 6. | 44,052,755 | 72.13% | 15,828,748 | 25.92% | 1,195,051 | 1.96% | 61,076,554 |
| 7. | 58,847,320 | 96.35% | 1,034,183 | 1.69% | 1,195,051 | 1.96% | 61,076,554 |
| 8. | 45,014,470 | 73.70% | 14,867,033 | 24.34% | 1,195,051 | 1.96% | 61,076,554 |
| 9. | 43,444,412 | 71.13% | 16,437,091 | 26.91% | 1,195,051 | 1.96% | 61,076,554 |
| 10. ** | 59,860,547 | 98.01% | 0 | 0.00% | 1,216,007 | 1.99% | 61,076,554 |
| 11. ** | 53,358,749 | 87.36% | 6,522,754 | 10.68% | 1,195,051 | 1.96% | 61,076,554 |
| 12. ** | 53,450,830 | 87.51% | 6,430,673 | 10.53% | 1,195,051 | 1.96% | 61,076,554 |
| 13a. ** | 59,849,817 | 97.99% | 31,686 | 0.05% | 1,195,051 | 1.96% | 61,076,554 |
| 13b. # | Withdrawn | ||||||
| 14. ** | 59,880,893 | 98.04% | 610 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 15. ** | 59,880,893 | 98.04% | 610 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 16. | 59,027,154 | 96.64% | 854,349 | 1.40% | 1,195,051 | 1.96% | 61,076,554 |
| 17. | 59,880,903 | 98.04% | 600 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
| 18. | 59,881,503 | 98.04% | 0 | 0.00% | 1,195,051 | 1.96% | 61,076,554 |
Notes
* The full text of the resolutions passed at the Meeting is available in the Notice of Meeting on the Company's website at Shareholder Meeting Information - Atalaya Mining. Resolution 13b. was withdrawn from the Meeting.
** Two-thirds majority required.
# Resolution 13b. was withdrawn from the Meeting due to lack of shareholder support.
## In accordance with Spanish law, abstentions have been included in the calculation of total votes cast and therefore impacted the outcome of the resolution by effectively reducing the level of support expressed as a percentage.
The total number of shares in issue in the capital of the Company on 24 June 2025 was 140,759,043 ordinary shares of €0.09 nominal value each. Votes were cast in respect of 43.39% of the issued share capital.
In accordance with Listing Rule 6.4.2 copies of the resolutions passed at the Meeting, other than resolutions constituting ordinary business, will shortly be available for inspection via the Financial Conduct Authority's Electronic Submission System at https://data.fca.org.uk/#/nsm/nationalstoragemechanism
Following the extensive shareholder consultation exercise that was undertaken in relation to voting on the remuneration-related resolutions at the Company's 2024 AGM, the Board is pleased that Resolution 7 (approval of directors' remuneration policy) received 96.35% votes in favour at this year's AGM.
However, the Board notes that more than 20% of proxy votes cast were against Resolution 5a (re-election of Jesús Fernández), Resolution 6 (approval of directors' remuneration report), Resolution 8 (approval of grant of awards pursuant to the long-term incentive plan), and Resolution 9 (approval of the grant of a one-off transitional award to the Chief Executive Officer).
Provision 4 of the UK Corporate Governance Code (the "Code") provides that where 20% or more of votes have been cast against the board recommendation for a resolution, the Company should explain what actions it intends to take to consult shareholders in order to understand the reasons behind the result.
A shareholder engagement exercise was conducted in the fourth quarter of 2024 and feedback received from those who participated was taken into account. The Board will continue to reflect on the concerns raised and will consider what further consultation with shareholders would be beneficial. An update will be provided in due course as required by the Code.
About Atalaya Mining Copper, S.A.
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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