Hello, welcome to the 31st Annual General Meeting of Shareholders of Southern Copper Corporation. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Mr. Leonardo Contreras Lerdo de Tejada, Chief Executive Officer of Southern Copper Corporation. Mr. Contreras, the floor is yours.
Good morning, ladies and gentlemen. I am Leonardo Contreras, Chief Executive Officer of Southern Copper Corporation, and it is my pleasure to welcome you to our 31st Annual Meeting of Stockholders. Before we start the annual meeting, we must pause to recognize a profound loss to our company. On April 13, 2026, we announced the unexpected passing of our former President and CEO, Óscar González Rocha. Over his distinguished 50-year career, Oscar was the cornerstone of our company's growth, guiding us with his vision, leadership, and unwavering commitment. Throughout his tenure as Chief Executive Officer, he established a legacy of operational excellence that was instrumental in positioning our company as a global leader. We are profoundly grateful for his many significant contributions to our company. Following his loss, the Board of Directors appointed me as Chief Executive Officer on April 23rd, 2026.
I am honored to serve in this role and to continue advancing the values that have defined our company. Turning now to today's meeting. It is now 9:00 A.M. in Mexico City, and in accordance with the notice of the annual general meeting, I would like to call this virtual meeting to order. I will preside as chair of today's meeting in accordance with the company's bylaws. On behalf of your board of directors, management, and the employees of the company, we thank you for joining us this morning. Our meeting today will be divided into several segments, as more fully set forth in the notice of annual general meeting and proxy statement dispatched to shareholders on the 17th of April of 2026. While the meeting is virtual, we do still welcome questions from our shareholders relating to the business of the meeting.
When we come to the Q&A portion after the business of the meeting has concluded, we will answer questions from shareholders. You can submit your questions through the message box located on your screen. If the allotted time for Q&A runs out, we will post answers to such questions after the meeting on the company's website. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls.
Now, joining me today are Mr. Jorge Lazalde, Secretary, Ms. Lina Binhartz, Comptroller, Mr. Carlos Ferrero, General Counsel, Mr. Alvaro Burga, In-house Counsel, Mr. Rafael Barragan, In-house Counsel of Americas Mine, Ms. Alma Murcia, Of Counsel to the company, Mr. Bertín Galarreta, Finance Manager of Southern Peru, Ms. Paulina Ramos, a representative of Galaz, Yamazaki, Ruiz, a member firm of Deloitte Touche Tohmatsu Limited, and Mr. Tony Carideo on behalf of The Carideo Group. Mr. Lazalde has been appointed as secretary of this meeting and will record the minutes. For purposes of tabulating the voting results, the board has appointed Mr. Tony Carideo as the independent inspector of elections. The board has also appointed Messrs. Raul Jacob and Jorge Lazalde as proxy holders. We will now conduct the official segment of the meeting. Mr. Carideo will provide an interim report of the voting results in due course.
The business of the meeting is set out in the notice of the annual general meeting. With your consent, I will take the notice of the meeting as read. Mr. Secretary, would you please certify compliance with legal requirements to hold this meeting?
I certify that the legal requirements to hold this meeting have been satisfied. Mr. Tony Carideo, the independent inspector of election for this meeting, has reported that more than a majority of the outstanding common stock of the company entitled to vote are represented at the meeting in person or by proxy. Therefore, we have a quorum, and this meeting is considered lawfully convened and ready to transact business. The report on the operations of Southern Copper Corporation will now be delivered by the chairman of the meeting.
Please refer to the company's 2026 annual report on Form 10-K as a report on our operations for 2025, which describes in detail the operations and financial results and has been made available to the stockholders. If you have any questions, please submit them online, and I'll try to answer any questions at the completion of the business. Mr. Secretary, would you please read the agenda for the meeting?
In accordance with the proxy statement sent to the stockholders, the agenda for today is, one, election of directors. Nominated for election to the board of directors to serve until the 2027 annual meeting of stockholders to represent the common stockholders of the company are Germán Larrea Mota Velasco, Leonardo Contreras Lerdo de Tejada, Vicente Ariztegui Andreve, Javier Arrigunaga Gomez del Campo, Enrique Castillo Sánchez Mejorada, Luis Miguel Palomino Bonilla, Carlos Ruiz Sacristán, and Jose Pedro Valenzuela Rionda. Two, ratification of the selection by the audit committee of the board of directors of Galaz, Yamazaki, Ruiz Urquiza, a member firm of Deloitte Touche Tohmatsu Limited, as independent accountants for calendar year 2026. Three, approval on a non-binding advisory basis of the following resolution on the company's executive compensation as set forth in the proxy statement dated April 17th, 2026.
Resolved, that the compensation paid to the companies named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion, is hereby approved.
Mr. Secretary, would you present the first item on the agenda?
The first matter to be considered is the election of the directors until the 2027 annual meeting of stockholders. The total number of directors to be elected at the annual meeting is eight to represent the common stockholders until the 2027 annual meeting of stockholders. Section 2.03 of our bylaws, which deals with notice of stockholder business and nominations, provides that common stockholders seeking to nominate a director or propose business to be considered at an annual meeting of stockholders must give written notice to the Secretary or Assistant Secretary regarding the proposed nominee and/or proposed business to be considered no less than 90 days nor more than 120 days prior to the first anniversary of the preceding year's annual meeting. Therefore, no nominations are permitted at this time. We will now proceed to take a vote on these matters. If you have not voted, please submit your vote online.
If you have already voted and do not wish to change your vote, you do not need to vote again. It appears that all the votes have been cast, so I declare the polls closed. The Inspector of Election will count the votes and prepare his report. Please note that the Inspector of Election will give a preliminary report of the votes cast on this and the other matters in the agenda. A final report will be provided by the company in a Form 8-K report filed with the Securities and Exchange Commission.
Mr. Secretary, would you present the second item on the agenda?
The second matter to be considered is the ratification by the stockholders of the selection by the audit committee of the board of directors of Galaz, Yamazaki, Ruiz Urquiza, a member firm of Deloitte Touche Tohmatsu Limited, as independent accountants for calendar year 2026. We will now proceed to take a vote on this matter. If you have not already voted, please submit your vote online. If you have already voted and do not wish to change your vote, you do not need to vote again. It appears that all the votes have been cast, so I declare the polls closed. The Inspector of Election will count the votes and prepare his report.
Mr. Secretary, would you present the third item on the agenda?
The third matter to be voted upon is the approval by non-binding vote of the company's executive compensation as set forth in the company's proxy statement dated April 17, 2026, through approval of the following resolution. Resolved, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 4.02 of Regulation S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion, is hereby approved. We will now proceed to take a vote on this matter. If you have not already voted, please submit your vote online. If you have voted and do not wish to change your vote, you do not need to vote again. It appears that all other votes have been cast, so I declare the polls closed. The Inspector of Election will count the votes and prepare his report.
Mr. Secretary, would you please report on the votes?
I give the floor to Mr. Tony Carideo, the Inspector of Election, to provide the voting report.
Thank you. Each of the eight individuals nominated as director to represent the common shareholders until the 2027 annual meeting of stock has received the votes of common stockholders cast for election as follows. Germán Larrea Mota Velasco, for votes, total 764,004,407, withheld 25,081,322. Leonardo Contreras Lerdo de Tejada, 761,141,385 votes for, 27,944,344 votes withheld. Vicente Ariztegui Andreve, 787,452,909 votes for, 1,632,820 votes withheld. Javier Arrigunaga Gomez del Campo, 774,289,565 votes for, 14,796,164 votes withheld. Enrique Castillo Sánchez Mejorada, 774,403,740 shares for, 14,681,989 shares withheld. Luis Miguel Palomino Bonilla, 763,514,064 shares voted for, 25,571,665 votes withheld. Carlos Ruiz Sacristán, 762,958,886 shares voted for, 26,126,843 shares withheld. Jose Pedro Valenzuela Rionda, 788,083,538 shares voted for, 1,002,191 shares withheld. Each of the directors had a total of 15,107,259 shares of broker non-votes cast in the election.
Second item, company selection of Galaz, Yamazaki, Ruiz Urquiza, a member of the Deloitte Touche Tohmatsu Limited firm to serve as independent accountants for the company for calendar year 2026 has been ratified, having received the affirmative vote of more than a majority of the votes cast by the holders of the shares of common stock entitled to vote on the proposal. Third agenda item, the company's executive compensation as set forth in the proxy statement dated April 17th, 2026, has been approved, having received the affirmative vote of more than a majority of the votes cast by the holders of shares of common stock entitled to vote on the proposal.
Thank you, Mr. Carideo. Mr. Secretary, are there any questions?
Question one, what were the key factors that led the board of directors to modify its dividend distribution approach from a cash-only structure to a combination of stock and cash dividends?
At each board meeting, the directors assess the company's cash position, market outlook, upcoming project and debt obligations, as well as other relevant considerations in order to determine the appropriateness of declaring dividends. In this instance, the board elected to maintain the company's strong dividend track record by utilizing treasury shares from the share repurchase program to declare both a stock dividend and a cash dividend. This approach enabled the company to continue delivering an attractive level of shareholder returns, which have been positively received. While the company continues to demonstrate strong operational and financial performance, the decision to adopt a more prudent approach towards cash management was driven by developments related to ongoing projects.
Accordingly, the board determined that this structure would optimize the use of available resources while providing shareholders with flexibility, allowing them either to retain the additional shares or to monetize them through market transactions.
Question number two, can you provide more details as to how the progress of Tía María is going?
To date, Tía María has progressed very well. It has generated more than 4,200 new jobs. Of these, 815 positions have been filled by local applicants from the Islay province in Arequipa, Peru, reflecting the project contribution to regional employment and community participation. In addition, the company has committed approximately $948 million across multiple projects and related activities. Major earth-moving operations have already relocated 7.5 million tons of material from La Tapada deposit, while purchase orders for most major equipment packages have been issued. These developments continue to represent positive milestones for the project.
Progress is also being maintained on critical infrastructure activities, including energy supply works, foundation construction for the main electrical substation, and the development of a 220-kilovolt transmission line. At the same time, large-scale earthworks associated with grading activities for the primary dry and wet processes are approaching completion, establishing the foundation for civil construction in key facilities, including secondary and tertiary crushing, solvent extraction, and electrowinning area. Overall, these milestones reflect years of sustained effort and execution, supporting the continued advancement of the project.
Question three, does the company have any plans to potentially pursue a merger or acquisition opposed to developing new projects?
We are following what is happening in the market. If we see a good opportunity for our company, it may be considered by our board. We're seeing different scenarios, but so far nothing has particularly piqued our interest.
Currently, we're focused on our organic growth by pursuing our existing projects.
We don't have enough time for all questions. If your question was not answered, responses to your question will be posted on the company's website.
Thank you, Mr. Secretary. As there is no further business to discuss, I now declare this meeting of the shareholders adjourned. Thank you all for your attendance and your continued engagement with the company.
This concludes the meeting. You may now disconnect.