HudBay Minerals Inc.
Report of Voting Results
(Section 11.3 of National Instrument 51-102)
The following describes the matters voted upon and the outcome of the votes at the Annual and Special Meeting of Shareholders (the “Meeting’) of HudBay Minerals Inc. (the “Corporation”) held on May 19, 2016 in Toronto, Ontario. Each of the matters is described in greater detail in the Corporation’s Notice of Annual and Special Meeting and Management Information Circular (the “Circular”) that was mailed to shareholders prior to the Meeting.
Item 1: Election of Directors
On a vote by a show of hands, each of the ten nominees listed in the Circular was elected as a director of the Corporation for the ensuing year or until his or her successor is elected or appointed. Based on proxies received prior to the Meeting, each director received the following favourable votes cast by proxy in respect of his or her election:
| Director | Number of Favourable | Percentage of Favourable |
| | Votes Cast by Proxy | Votes Cast by Proxy |
| | | |
| Igor A. Gonzales | 134,519,833 | 75.75% |
| Tom A. Goodman | 146,776,395 | 82.65% |
| Alan Hair | 176,338,706 | 99.30% |
| Alan R. Hibben | 174,977,415 | 98.53% |
| W. Warren Holmes | 173,996,223 | 97.98% |
| Sarah B. Kavanagh | 175,005,446 | 98.55% |
| Carin S. Knickel | 174,958,464 | 98.52% |
| Alan J. Lenczner | 170,024,757 | 95.74% |
| Kenneth G. Stowe | 176,329,833 | 99.29% |
| Michael T. Waites | 176,308,464 | 99.28% |
Item 2: Appointment of Auditor
On a vote by a show of hands, Deloitte LLP was appointed auditor of the Corporation and the directors were authorized, upon the recommendation of the Audit Committee, to fix the auditor’s remuneration. Based on proxies received prior to the Meeting, management received proxies in favour of the appointment of Deloitte LLP as auditor from the holders of 178,658,261shares, representing approximately 99.13% of the shares represented by proxy at the Meeting and voted on the matter.
Item 3: Amendment of Long Term Equity Plan
The resolution to amend and restate the Second Amended and Restated Long Term Equity Plan (“LTEP”) of the Corporation to increase the number of Shares (as defined in the LTEP) that may be issued from treasury in connection with the LTEP from 3,000,000 to 9,000,000 Shares, was passed by a majority vote cast by ballot. The Corporation’s shareholders present in person or represented by proxy at the meeting voted as follows:
| | | Total Votes | Percentage of Votes Cast |
| | Voted in Favour | 138,740,248 | 78.1% |
| | Votes Against | 38,868,271 | 21.9% |
| | Total Votes Cast | 177,608,519* | 100% |
*2,642,389 shares were not voted and no shares were not eligible to vote.
Date: May 19, 2016
| HUDBAY MINERALS INC. |
| |
| (signed)Patrick Donnelly |
| |
| | |
| Name: | Patrick Donnelly |
| Title: | Vice President and General Counsel |
