Hudbay Minerals : Management Information Circular (Hudbay 2026 MIC Filing Version)
HBM.TO
Published on 04/13/2026 at 09:22 pm EDT
APRIL 06, 2026
NOTICE IS HEREBY GIVEN that an annual and special meeting of shareholders (the "Meeting") of Hudbay Minerals Inc. ("Hudbay") will be held by way of a virtual meeting, accessible at https://meetings.lumiconnect.com/400-690-725-785, on Tuesday, May 19, 2026 at 2:00 p.m. (Eastern Time), for the following purposes:
to receive Hudbay's audited consolidated financial statements for the years ended December 31, 2025 and December 31, 2024 and the auditor's report thereon;
to elect the directors of Hudbay;
to appoint Deloitte LLP as Hudbay's auditor for the ensuing year and to authorize the Board of Directors, upon the recommendation of the Audit Committee, to fix the auditor's remuneration;
to consider and, if deemed appropriate, to approve a non-binding advisory resolution on executive compensation; and
to transact such other business as may properly come before the Meeting or any postponement or adjournment thereof.
The specific details of the matters proposed to be put before the Meeting are set forth in the "Matters to be Acted Upon at the Meeting" in Hudbay's Management Information Circular dated April 6, 2026 (the "Circular").
Important Notice Regarding the Availability of Proxy Materials for the Meeting
We are using "notice and access" to deliver to shareholders the Circular, Hudbay's audited consolidated financial statements for the years ended December 31, 2025 and 2024 and management's discussion and analysis related thereto and any other proxy-related materials (collectively, the "Proxy-Related Materials") by providing electronic access to such documents instead of mailing paper copies. Notice and access is an environmentally friendly and cost-effective way to distribute these materials since it reduces printing, paper and postage.
The Proxy-Related Materials are available on our website at www.hudbayminerals.com/disclosure-centre, on the website of our transfer agent, TSX Trust Company, at https://docs.tsxtrust.com/2219 and under our profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml. Please be sure to review the Circular before voting.
Should you wish to receive a paper copy of the Proxy-Related Materials or if you have any questions about notice and access, please contact our transfer agent, TSX Trust Company, by toll-free telephone at 1-866-600-5869 or by email at [email protected]. Paper copies of the Proxy-Related Materials will be made available free of charge. A paper copy will be sent to you within three business days of receiving your request if received in advance of the Meeting or within ten calendar days if a request is received on or after the date of the Meeting and within one year of the date the Proxy-Related Materials were filed on SEDAR+. If you wish to receive a paper copy of any of these documents before the May 14, 2026 proxy cutoff, please contact TSX Trust Company by May 7, 2026.
Important Notice Regarding the Virtual Meeting
Hudbay will be holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location will have an opportunity to attend the Meeting.
Shareholders may vote their common shares online or by mail according to the directions on the form of proxy or voting instruction form, as applicable. Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://meetings.lumiconnect.com/400-690-725-785. Non-registered shareholders (being shareholders who hold their Shares through a broker, investment dealer, bank, trust company, custodian, nominee or other intermediary) who have not duly appointed themselves as proxyholder will not be able to vote at the Meeting. However, such non-registered shareholders may still attend the Meeting as guests.
Shareholders who are unable to attend the Meeting are encouraged to complete, date, sign and return their form of proxy so that as large a representation as possible may be had at the Meeting.
Shareholders who wish to appoint a person other than the Hudbay representatives identified on the form of proxy or voting instruction form as proxyholder (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the Circular and on their form of proxy or voting instruction form. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, after submitting their form of proxy or voting instruction form. Failure to register the proxyholder with our transfer agent will result in the proxyholder not receiving a Control Number to participate in the Meeting and only being able to attend as a guest.
Hudbay's Board of Directors has fixed the close of business on March 30, 2026 as the record date, being the date for the determination of the registered shareholders entitled to receive notice of and vote at the Meeting or any postponement or adjournment thereof. Shareholders who acquire common shares after March 30, 2026 should make arrangements with the selling shareholder to direct how such common shares will be voted at the Meeting.
Proxies to be used or acted upon at the Meeting or any postponement or adjournment thereof must be deposited with Hudbay's transfer agent, TSX Trust Company, by completing and delivering the form of proxy in accordance with the instructions indicated thereon, no later than 2:00 p.m. (Eastern Time) on May 14, 2026 or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy. Note that non-registered shareholders should ensure that their voting instruction form is submitted in accordance with the timeline provided therein, which may be a date prior to the deadline on which proxies must be deposited.
DATED at Toronto, Ontario this 6th day of April, 2026.
LETTER TO SHAREHOLDERS FROM THE CHAIR OF THE BOARD 4
MANAGEMENT INFORMATION CIRCULAR 6
GENERAL PROXY INFORMATION 6
NOTICE AND ACCESS 6
VOTING INFORMATION 7
VOTING MATTERS 7
WHO CAN VOTE 7
VOTING YOUR COMMON SHARES AND PARTICIPATING AT THE MEETING 7
VOTING YOUR COMMON SHARES BY PROXY 9
ADDITIONAL MATTERS PRESENTED AT THE MEETING 10
VOTING SHARES AND PRINCIPAL HOLDERS 11
NOTICE TO UNITED STATES SHAREHOLDERS 11
MATTERS TO BE ACTED UPON AT THE MEETING 11
FINANCIAL STATEMENTS 11
ELECTION OF DIRECTORS 11
APPOINTMENT OF AUDITOR 23
SAY ON PAY ADVISORY VOTE 24
STATEMENT OF CORPORATE GOVERNANCE PRACTICES 25
STRATEGIC PLANNING 32
RISK MANAGEMENT 32
COMMITTEES OF THE BOARD 42
COMPENSATION AND HUMAN RESOURCES COMMITTEE 47
COMMITMENT TO TRANSPARENCY, GOOD GOVERNANCE AND RISK MITIGATION 48
EXECUTIVE COMPENSATION OVERVIEW 49
COMPONENTS OF HUDBAY'S EXECUTIVE COMPENSATION PROGRAM 55
CEO COMPENSATION 64
COMPENSATION OF NON-CEO NEOS 66
PERFORMANCE GRAPHS 70
RETIREMENT BENEFITS 76
EQUITY COMPENSATION GUIDELINES FOR DIRECTORS 83
EQUITY COMPENSATION PLAN INFORMATION 84
On behalf of the Board of Directors, I would like to invite you to attend Hudbay's virtual annual and special meeting of shareholders that will be held on Tuesday, May 19, 2026 at 2:00 pm (ET).
It has been a little over a year since I became Chair of the Board, and I am very pleased with Hudbay's progress over this period. The resilience of our operations and the team's continued execution of our strategy has positioned the company to deliver strong free cash flow, de-risk our long-term growth pipeline and generate significant returns for our shareholders.
Strong Operating Performance in the Face of External Challenges
Hudbay delivered another successful year in 2025 driven by our resilient operating platform and substantial progress advancing the Copper World project. The year, however, was marked by operational success in the face of adversity. Wildfires and adverse weather conditions in Manitoba and social unrest in Peru resulted in temporary interruptions to our operations. I am extremely proud of the job done by everyone in the organization to keep our people and local communities safe, protect our assets and deliver our consolidated copper and gold production guidance for the year at lower-than-expected cash costs despite these external challenges. It is a testament to the team that 2025 is the 11th consecutive year in which Hudbay achieved our annual consolidated copper production guidance and the 5th consecutive year in which we achieved our annual consolidated gold production guidance.
Secured Premier Joint Venture Partner at Copper World
After receiving the Air Quality Permit for Copper World at the beginning of 2025, we formally launched a minority joint venture process that ultimately resulted in the sale of a 30% interest to Mitsubishi Corporation ("Mitsubishi") for US$600 million. The joint venture partnership with Mitsubishi was announced in August 2025 and closed in January 2026. This is a significant milestone for the Copper World project and we are thrilled to have Mitsubishi as a strategic partner moving forward.
Hudbay has achieved the final key financial elements of its three prerequisites plan for the development of the Copper World project with the closing of the joint venture transaction and the achievement of stated deleveraged balance sheet targets ahead of schedule.
Feasibility study activities for Copper World progressed through 2025 and we currently expect to complete the Definitive Feasibility Study (DFS) by mid-2026, followed by a project sanctioning decision. Copper World will be a significant contributor to the U.S. domestic copper supply chain, and once in production, it will add more than 50% growth to Hudbay's consolidated copper production.
Significant Free Cash Flow Generation and Disciplined Capital Allocation Driving Further Debt Reduction
We delivered another year of record financial performance with revenue of US$2.2 billion, adjusted EBITDA of US$1.1 billion and free cash flow of US$388 million in 2025. We continued to exercise financial discipline across our business and made substantial progress to further reduce our debt levels and strengthen our balance sheet in advance of a Copper World sanctioning decision. Through approximately US$102 million of open market purchases of our senior unsecured notes in 2025, together with strong financial performance from our operations, we further reduced our net debt to adjusted EBITDA ratio to 0.4x at the end of 2025 from 0.6x at the end of 2024.
In addition to positioning Hudbay for the potential sanctioning of Copper World, the strength of our balance sheet allows us to strategically allocate capital across the portfolio - including to exploration in Manitoba, throughput enhancements in Peru, optimization and growth projects in British Columbia and pre-feasibility study activities at Mason - and, at the same time, begin to return more capital to shareholders through an increased dividend.
Committed to our Communities and Sustainability Initiatives
Sustainability initiatives are a priority of Hudbay, and the Board's Environmental, Health, Safety and Sustainability ("EHSS") Committee remains committed to overseeing our strategies related to health and safety, environmental and climate-related matters and community and stakeholder relations.
We prioritize strong relationships with Indigenous and other local communities in each of our operating locations and seek to find opportunities to share the economic and social benefits that our operations bring to each region. 2025 was a significant year in this regard. In Manitoba, Hudbay signed its first-ever exploration agreements with the Kiciwapa Cree Nation and the Mosakahiken Cree Nation. In addition, in February 2026, Hudbay received amended permits for the New Ingerbelle expansion project at the Copper Mountain mine and finalized updated participation agreements with the Upper Similkameen Indian Band and the Lower Similkameen Indian Band in British Columbia.
For further information on these initiatives, we encourage shareholders to read our 2025 annual report, which will be published in the second quarter of 2026 and made available on our website at https://www.hudbay.com.
Strong Governance and Board Refreshment
In 2025, we concluded the third party board effectiveness review that commenced in 2024. This involved a report to the Corporate Governance and Nominating Committee that identified key themes that had emerged from the review and recommendations for future action as well as a facilitated workshop with our executive management team. The results of the review were positive, and I believe it has further strengthened the Board and its relationship with our management team.
In addition, we added two new directors to the Board in 2025. John E. F. Armstrong joined the Board in May 2025 and Laura Tyler in September 2025. These appointments reflect Hudbay's ongoing commitment to maintaining a Board of Directors with a broad range of skills, experience and perspectives relevant to the Company's strategy and operations.
In February 2026, the Board learned that Stephen A. Lang, former Chair of the Board, had decided not to stand for re-election at the Meeting due to health reasons. I would like to personally recognize and thank Steve for his years of dedicated service and valuable contributions to Hudbay during this transformative period for the company.
* * *
In closing, I'd like to thank all our people for their contributions to Hudbay's successes in 2025 and recognize the continued strong support of our shareholders and the communities where we operate. We are off to a great start in 2026 as we continue to execute our disciplined growth strategy with the agreement to acquire Arizona Sonoran Copper Company Inc. to create one of the most significant copper districts in North America and reinforce our position as a premier copper growth company. We look forward to continuing our emphasis on shareholder engagement opportunities in the coming year, including at our upcoming meeting on May 19, 2026.
We encourage you all to vote at our 2026 annual and special meeting of shareholders. Sincerely,
This management information circular ("Circular") is furnished in connection with the solicitation of proxies by and on behalf of the management of Hudbay Minerals Inc. for use at the Annual and Special Meeting of Shareholders (the "Meeting") to be held on Tuesday, May 19, 2026 at 2:00 p.m. (Eastern Time), or at any postponement or adjournment thereof. The Meeting has been called for the purposes set forth in the Notice of Annual and Special Meeting of Shareholders (the "Notice of Meeting") that accompanies this Circular.
The Meeting will be held as a completely virtual meeting, which will be conducted via live webcast at https://meetings.lumiconnect.com/400-690-725-785. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend and participate at the Meeting online is provided in this Circular.
References in this Circular to "we", "us", "our" and similar terms, as well as references to "Hudbay" and the "Company" refer to Hudbay Minerals Inc. and references to "Board" refer to our board of directors. Unless otherwise indicated, the information in this Circular is given as at April 6, 2026 and all dollar references in this Circular are to Canadian dollars, unless otherwise stated.
This Circular provides the information you need to vote at the Meeting.
If you are a registered holder of our common shares (each, a "Hudbay Share"), a form of proxy has been sent to you that you can use to vote in advance of the Meeting, or you may vote online at our virtual Meeting on May 19, 2026, as described in this Circular. The form of proxy is also available on our website at www.hudbayminerals.com/disclosure-centre, on the website of our transfer agent, TSX Trust Company, at https://docs.tsxtrust.com/2219, and under our profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml.
If you are a non-registered holder of Hudbay Shares and your Hudbay Shares are held by an intermediary (such as a broker or financial institution), you will receive a voting instruction form ("VIF") and should follow the instructions provided with such form.
To reduce printing and mailing costs and waste, Hudbay will use the "notice and access" delivery model ("Notice and Access") to conduct the solicitation of proxies in connection with this Circular. Proxies may also be solicited by telephone or another form of correspondence. The cost of preparing this Circular and other materials relating to the Meeting and the cost of soliciting proxies has been or will be borne by Hudbay. Hudbay will also pay the fees and costs of intermediaries for their services in transmitting proxy-related material in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer ("NI 54-101"). This cost is expected to be nominal.
NOTICE AND ACCESS
Hudbay is using Notice and Access for both registered and non-registered owners of Hudbay Shares, which allows the Company to furnish proxy materials online to shareholders instead of mailing paper copies of such materials. Using Notice and Access, the Company can deliver proxy-related materials by
(i) posting this Circular (and other proxy related materials) on a website other than SEDAR+ and (ii) sending a notice informing shareholders that this Circular and proxy related materials have been posted and explaining how to access such materials (the "N&A Notice").
On or around April 16, 2026, the Company will send to holders of Hudbay Shares as of the record date a notice package containing the N&A Notice and the relevant voting document (a form of proxy or VIF, as applicable). The N&A Notice will contain basic information about the Meeting and the matters to be voted on, instructions on how to access the proxy materials, including this Circular and Hudbay's audited consolidated financial statements for the years ended December 31, 2025 and 2024 and management's discussion and analysis related thereto (together with this Circular, the "Proxy-Related Materials"), an explanation of the Notice and Access process and details of how to obtain a paper copy of the Proxy-Related Materials upon request at no cost.
The Proxy-Related Materials are available on our website at www.hudbayminerals.com/disclosure-centre, on the website of our transfer agent, TSX Trust Company, at https://docs.tsxtrust.com/2219, and under our profile on SEDAR+ at www.sedarplus.ca and EDGAR at www.sec.gov/edgar.shtml. Shareholders who want to receive a paper copy of the Proxy-Related Materials or who have questions about Notice and Access may contact our transfer agent, TSX Trust Company, by toll-free telephone at 1-866-600-5869 or by email at [email protected]. In order to receive a paper copy in time to vote before the Meeting, requests should be received by May 7, 2026.
VOTING MATTERS
At the Meeting, shareholders are voting on the:
election of directors;
appointment of our auditor for 2026 and the authorization of our Board, upon the recommendation of the Audit Committee, to fix the auditor's remuneration; and
approval of a non-binding advisory resolution on executive compensation.
WHO CAN VOTE
The record date for the Meeting is March 30, 2026. Our transfer agent has prepared a list, as of the close of business on the record date, of the registered shareholders. A holder of Hudbay Shares whose name appears on such list is entitled to vote the shares on such list at the Meeting. Each Hudbay Share entitles the holder to one vote on each item of business identified in the Notice of Meeting.
VOTING YOUR COMMON SHARES AND PARTICIPATING AT THE MEETING
This year we are holding the Meeting as a completely virtual meeting, which will be conducted via live webcast, where all shareholders regardless of geographic location will have an opportunity to attend the Meeting.
Registered Shareholders
If you were a registered shareholder as of the record date, you may vote online at the virtual Meeting at https://meetings.lumiconnect.com/400-690-725-785. Click on 'I have a Control Number' and you will be prompted to enter your twelve-digit TSX Control Number and the password, which is: hudbay2026 (case sensitive). You must be connected to the internet at all times to be able to vote at the virtual Meeting and it is your responsibility to make sure you stay connected for the entire Meeting. Registered shareholders as of the record date who voted prior to the Meeting do not need to vote again during the Meeting.
Alternatively, you may give another person authority to represent you and vote your Hudbay Shares online at the virtual Meeting, as described below under the heading ''Voting Your Common Shares by Proxy''.
If you are a registered shareholder and you would like to ask a question at the Meeting, login using your TSX Control Number and select the messaging icon. Messages can be submitted at any time during the Q&A session up until the Chair closes the session. Type your message within the chat box in the top portion of the messaging screen. Once you are happy with your message click the send button.
Non-Registered Shareholders
It is possible that your Hudbay Shares are registered in the name of an intermediary, which is usually a trust company, securities broker or other financial institution. If your Hudbay Shares are registered in the name of an intermediary, you are a non-registered shareholder. Your intermediary is entitled to vote the Hudbay Shares held by it and beneficially owned by you as of the record date. However, your intermediary must first seek your instructions as to how to vote your Hudbay Shares or otherwise make arrangements so that you may vote your Hudbay Shares directly. An intermediary is not entitled to vote the Hudbay Shares held by it without written instructions from the beneficial owner. As a non-registered shareholder, you may vote your Hudbay Shares through your intermediary or online at the virtual Meeting by taking the appropriate steps described below, which are the same for objecting beneficial owners ("OBO") and non-objecting beneficial owners ("NOBO") of Hudbay Shares. You are an OBO if you have not allowed your intermediary to disclose your ownership information to us. You are a NOBO if you have provided instructions to your intermediary to disclose your ownership information to us.
In order to appoint yourself as proxyholder, you should follow the instructions on the VIF and, in so doing, specify your own name as the person whom you are appointing as proxy for the purposes of voting your Hudbay Shares. You are reminded that any voting instructions should be communicated to your intermediary in accordance with the procedures set out in the VIF well in advance of the May 14, 2026 deadline for the receipt of proxies.
If you are a non-registered shareholder and you would like to ask a question at the Meeting, login using the TSX Control Number you received when you appointed yourself a proxyholder and registered with our transfer agent, TSX Trust Company. Questions can be submitted at any time during the Q&A session up until the Chair closes the session by using the messaging icon. Type your message within the chat box in the top portion of the messaging screen. Once you are happy with your message click the send button.
Non-registered shareholders who have not duly appointed themselves as proxyholder will not be able to vote or ask questions at the Meeting, however such non-registered shareholders may still attend the Meeting as guests through the live webcast at https://meetings.lumiconnect.com/400-690-725-785.
NOBOs and OBOs
NOBOs and OBOs should carefully review the instructions provided to them by their intermediary regarding how to provide voting instructions or how to obtain a proxy with respect to their Hudbay Shares. Such non-registered shareholders may also wish to contact their intermediary directly in order to obtain instructions regarding how to vote Hudbay Shares that they beneficially own. The Proxy-Related Materials will be sent by the Company indirectly to NOBOs and the Company intends to pay for intermediaries to deliver proxy-related materials and Form 54-101F7 (the request for voting instructions) to OBOs, in accordance with NI 54-101.
Technical Support
Shareholders who experience any technical issues on the Lumi platform either prior to or during the virtual meeting on May 19, 2026 should promptly contact Lumi directly, our virtual meeting provider, by sending an email to [email protected] or visiting Lumi's support portal at support.lumiglobal.com for common troubleshooting information.
VOTING YOUR COMMON SHARES BY PROXY
If you will not be able to attend and vote online at the virtual Meeting, you may vote in advance by using the form of proxy or VIF that has been provided to you. A proxy or VIF must be properly completed in writing and must be executed by you or by your attorney authorized in writing.
Deadline for Proxies
Any proxy to be used at the Meeting must be received by Hudbay's transfer agent, TSX Trust Company, prior to 2:00 p.m. (Eastern Time) on May 14, 2026, or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
Registered shareholders may provide their voting instructions by any of the following means:
Non-registered shareholders may provide their voting instructions by mail, by telephone or online at https://www.proxyvote.com by following the instructions provided to them in their VIF.
Your Proxy Vote
On the form of proxy, you can indicate how you want to vote your Hudbay Shares, or you can let your proxyholder decide for you.
All Hudbay Shares represented by properly completed proxies received by Hudbay's transfer agent, TSX Trust Company, no later than 2:00 p.m. (Eastern Time) on May 14, 2026 or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting will be voted for, against or withheld from voting, in accordance with your instructions as specified in the proxy. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any particular late proxy.
If you give directions on how to vote your Hudbay Shares on your form of proxy, your proxyholder must vote your Hudbay Shares according to your instructions. If you have not specified how to vote on a particular matter on your form of proxy, your proxyholder can vote your Hudbay Shares as he or she sees fit. If neither you nor your proxyholder gives specific instructions, your Hudbay Shares will be voted as follows:
Appointing a Proxyholder
A proxyholder is the person you appoint to act on your behalf at the Meeting (including any postponement of the Meeting or continuation after an adjournment of the Meeting) and to vote your Hudbay Shares. You have the right to appoint a person or company other than the Hudbay representatives named as proxyholders to represent you at the Meeting. To do so, simply fill in the proxyholder's name in the blank space provided on the enclosed form of proxy. If you leave the space in the form of proxy blank, the persons designated in the form, who are our Board Chair and our President and Chief Executive Officer, respectively, are appointed to act as your proxyholder.
Shareholders who wish to appoint a person other than the Hudbay representatives identified on the form of proxy or VIF as proxyholder (including a non-registered shareholder who wishes to appoint themselves as proxyholder) must carefully follow the instructions in the Circular and on their form of proxy or VIF. These instructions include the additional step of registering such proxyholder with our transfer agent, TSX Trust Company, by emailing [email protected] the "Request for Control Number" form, which can be found at https://tsxtrust.com/resource/en/75, after submitting their form of proxy or VIF.
Revoking your Proxy
If you submit a form of proxy, you may revoke it at any time before it is used by doing any one of the following:
you may send another form of proxy (with a later date) to our transfer agent, TSX Trust Company, but it must reach the transfer agent no later than 2:00 p.m. (Eastern Time) on May 14, 2026 or 48 hours (excluding Saturdays, Sundays and holidays) before any postponement or adjournment of the Meeting;
you may deliver a signed written statement, stating that you want to revoke your form of proxy, to our Corporate Secretary no later than the last business day preceding the Meeting or any postponement or adjournment of the Meeting, by mail to Hudbay Minerals Inc., 25 York Street, Suite 800, Toronto, Ontario M5J 2V5, Attention: Corporate Secretary; or
you may revoke your form of proxy in any other manner permitted by law.
If as a registered shareholder you are using your control number to log in to the Meeting, you will be provided the opportunity to vote by online ballot at the appropriate time on the matters put forth at the Meeting.
Only registered shareholders have the right to revoke a proxy. Non-registered shareholders who wish to change their vote must make appropriate arrangements directly with their respective intermediaries. Late proxies may be accepted or rejected by the Chair of the Meeting in his discretion, and the Chair is under no obligation to accept or reject any late proxy.
ADDITIONAL MATTERS PRESENTED AT THE MEETING
The form of proxy or VIF confers discretionary authority upon the persons named as proxyholders therein with respect to any amendments or variations to the matters identified in the Notice of Meeting and with respect to other matters that may properly come before the Meeting or any postponement or adjournment thereof. As of the date hereof, our management is not aware of any matters to be considered at the Meeting other than the matters described in the Notice of Meeting, or any amendments or variations to the matters described in such notice.
If you sign and return the VIF, your Hudbay Shares will be voted in accordance with your instructions and, with respect to any matter presented at the Meeting, or at any postponement or adjournment thereof, in addition, or as an amendment or variation to the matters described in the Notice of Meeting, in accordance with the discretionary authority provided therein.
You have the right to appoint a person or company other than the Hudbay representatives named as proxyholders to represent you at the Meeting. If you sign and return the form of proxy and do not appoint a proxyholder by filling in a name, the Hudbay representatives named as proxyholders will vote in their best judgment.
VOTING SHARES AND PRINCIPAL HOLDERS
The Hudbay Shares are the only shares which entitle shareholders to vote at the Meeting. The holders of Hudbay Shares are entitled to one vote per Hudbay Share. The presence of at least two people holding or representing by proxy at least 25% of the total number of votes attached to the issued common shares entitled to vote at the Meeting is necessary for a quorum at the Meeting.
As at March 30, 2026, the record date for the Meeting, 397,196,119 Hudbay Shares were issued and outstanding.
To the knowledge of the directors and executive officers of Hudbay, based upon filings made with Canadian and United States securities regulators on or before the date of this Circular, there are no persons as of April 6, 2026 who beneficially own, or control or direct, directly or indirectly, voting securities carrying more than 10% of the voting rights attached to any class of our voting securities.
The solicitation of proxies by Hudbay is not subject to the requirements of Section 14(a) of the United States Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act"), by virtue of an exemption applicable to proxy solicitations by "foreign private issuers" as defined in Rule 3b-4 promulgated under the U.S. Exchange Act. Accordingly, this Circular has been prepared in accordance with the applicable disclosure requirements in Canada. Shareholders in the United States should be aware that such requirements are different than those of the United States applicable to proxy statements under the U.S. Exchange Act.
1. FINANCIAL STATEMENTS
Our audited consolidated financial statements for the years ended December 31, 2025 and 2024 and the auditor's report thereon will be presented at the Meeting.
2. ELECTION OF DIRECTORS
Our articles provide that the Board may consist of a minimum of six and a maximum of thirteen directors.
On the recommendation of the Corporate Governance and Nominating ("CGN") Committee, the Board has determined to nominate each of the nine persons listed below for re-election as a director at the Meeting. (See "Nominees for Election as Directors" below).
In late 2025, after having completed the Board effectiveness review and the annual Board survey, the CGN Committee asked the Board Chair to have a discussion with each of the individual directors to better understand potential retirement plans and to determine if any of them did not wish to stand for re-election at the Meeting. At the time of those discussions, all of the incumbent directors expressed a desire to stand for re-election at the Meeting. However, in February 2026, Stephen A. Lang advised the Board Chair that he had decided not to stand for re-election due to health reasons and the Board Chair communicated this to the Chair of the CGN Committee.
With this feedback, the CGN Committee considered the size, skills and composition of the Board and decided that it may be desirable to appoint an additional director to the Board later in 2026 that could further strengthen the Board and its Technical Committee following Mr. Lang's departure. At the same time, the CGN Committee determined that, with the refreshment of the Board over the past five years, the nine nominee directors had the skills and experience to effectively oversee the Company's business and strategy.
Hudbay wishes to thank Mr. Lang for his years of dedicated service and his valuable contributions to the Company. Mr. Lang previously served as Hudbay's Board Chair and is currently a member of the Technical Committee and Audit Committee.
Each director elected to the Board at the Meeting shall hold office until the close of the next annual meeting of shareholders or until a successor has been elected or appointed in accordance with our articles and by-laws.
Majority Voting Requirement and Advance Notice By-Law
As a corporation organized under the Canada Business Corporations Act (the "CBCA"), by statute, each of our directors must be elected by a majority of the votes cast for them. This rule only applies to an uncontested election of directors, being an election where the number of director nominees does not exceed the number of directors to be elected and in respect of which no proxy material is circulated in support of one or more nominees who are not part of the slate supported by the Board.
In addition, our Advance Notice By-Law (a copy of which is available on SEDAR+ at https://www.sedarplus.ca), ensures that all shareholders receive adequate notice of director nominations and sufficient time and information regarding nominees to make informed voting decisions. The Advance Notice By-Law fixes a deadline by which holders of record of Hudbay Shares must submit director nominations to our secretary prior to any annual or special meeting of shareholders and sets forth the specific information that a shareholder must include in the written notice for an effective nomination to occur. Our Advance Notice By-Law is intended to facilitate an orderly and efficient process for the election of directors.
Eight of the nine nominees were elected as a director of Hudbay at our annual and special meeting of shareholders held on May 20, 2025 (the "2025 Meeting"). We received proxies representing 284,608,378 Hudbay Shares in connection with the 2025 Meeting, representing approximately 72% of our outstanding common shares. In addition to the eight nominees who were elected as a director of Hudbay at the 2025 Meeting, Laura Tyler was appointed to the Board in September 2025 and is also standing for re-election at the Meeting.
Based on the proxies received at the 2025 Meeting, the incumbent nominees elected at the 2025 Meeting received the following favourable votes cast by proxy (which excludes Ms. Tyler, who was appointed following the 2025 Meeting):
Director
Percentage of Favourable Votes Cast by Proxy
Number of Favourable Votes Cast by Proxy
John E. F. Armstrong
99.83%
269,311,169
Jeane L. Hull
99.14%
267,462,977
Carin S. Knickel
98.84%
266,632,961
Peter Kukielski
99.83%
269,304,180
George E. Lafond
99.80%
269,233,637
Colin Osborne
98.54%
265,834,123
Paula C. Rogers
98.87%
266,716,907
David S. Smith
99.80%
269,234,542
Nominees for Election as Directors
Unless authority to do so with respect to one or more directors is withheld, the persons named in the form of proxy intend to vote FOR the election of each of the nine nominees whose names are set forth below:
John E. F. Armstrong Jeane L. Hull
Carin S. Knickel Peter Kukielski George E. Lafond Colin Osborne Paula C. Rogers David S. Smith Laura Tyler
We do not contemplate that any of the nominees will be unable to serve as a director, but if that should occur for any reason prior to the Meeting or any postponement or adjournment thereof, it is intended that discretionary authority shall be exercised by the persons named in the accompanying form of proxy to vote any proxy for the election of the remaining nominees and any other person or persons in place of any nominee or nominees unable to serve.
* * * * *
The following tables set forth biographical and other information on each director nominee.
JOHN E. F. ARMSTRONG
Principal Occupation: Corporate Director
Mr. Armstrong had a long career as a strategic advisor and subsequently held the position of CEO of Versamet Royalties, a metals royalty and streaming company.
Prior to his time at Versamet, Mr. Armstrong spent many years with BMO Financial Group. Most recently, he held the position of Deputy Head of Investment Banking, BMO Capital Markets where he was responsible for shaping and executing the firm's investment banking strategy across its various industry verticals, and delivering corporate finance (equity underwriting, debt underwriting and corporate lending) and advisory solutions to clients. In this role, Mr. Armstrong was a member of BMO Capital Markets' executive committee and various
Delta, British Columbia, Canada capital commitment committees. He was also a member of
BMO Financial Group's Performance Committee and its
Age 54 Leadership Council for Diversity & Inclusion.
Prior to his time at Versamet, Mr. Armstrong was Co-Head of
Director Since 2025 Mergers & Acquisitions, BMO Capital Markets where he was
responsible for the firm's full suite of M&A advisory services in
Independent Yes connection with mergers, acquisitions, divestitures,
restructurings, buyouts, valuations, fairness opinions,
Hudbay Shares Held(1) Nil governance and shareholder activism.
Deferred Share Units Held 3,079 Mr. Armstrong holds a Bachelor of Commerce from the Sauder
School of Business at the University of British Columbia and an
Total Value of Hudbay Shares $83,164 MBA with Honours from the Rotman School of Management at
and DSUs(2) the University of Toronto. Mr. Armstrong has also completed
2025 Hudbay Board & Committee Membership
the Institute of Corporate Directors, Directors Education
Program (ICD.D).
Event Meetings Attendance
Board 5 of 5 100%
Audit Committee 3 of 3 100% Compensation and
Human Resources 4 of 4 100% Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
MAG Silver Corp. (February 2025 to September ● Business Strategy, Capital o Government Relations and
2025) Markets and M&A Regulatory Affairs Gold Standard Ventures Corp. (June 2021 to ● Finance and Financial o Communities and August 2022) Reporting Sustainability
Corporate Governance
Human Resources / Executive Compensation
Risk Management
International Business
JEANE L. HULL
Principal Occupation: Corporate Director
Ms. Hull has over 35 years of mining operational leadership and engineering experience, most notably holding the positions of Chief Operating Officer for Rio Tinto plc at the Kennecott Utah Copper Mine and Executive Vice President and Chief Technical Officer of Peabody Energy Corporation. She also held numerous management, engineering and operations positions with Rio Tinto affiliates. Prior to joining Rio Tinto, she held positions with Mobil Mining and Minerals and has additional environmental engineering and regulatory affairs experience in the public and private sectors.
Scottsdale, Arizona, United States In addition to her extensive mining experience, Ms. Hull has
more than 10 years of independent director experience. She
Age 71 currently serves as a member of the Board of Directors of Wheaton Precious Metals, Epiroc AB and Coeur Mining,
Director Since 2023 Inc. She previously served on the Boards of Trevali Mining
Corporation, Copper Mountain Mining Corporation, Pretium
Independent Yes Resources Inc., Interfor Corporation and Cloud Peak Energy
Inc. Ms. Hull also served on the Advisory Board for South
Hudbay Shares Held(1) Nil Dakota School of Mines and Technology.
Deferred Share Units Held 33,036
Total Value of Hudbay Shares $892,302
and DSUs(2)
2025 Hudbay Board & Committee Membership
Event Meetings Attendance
Board 9 of 9 100%
Technical 7 of 7 100% Committee (Chair)
Compensation and
Human Resources 6 of 6 100% Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
Wheaton Precious Metals Corp. (2023 to Present) ● Health, Safety, Environment o Business Strategy, Capital Coeur Mining, Inc. (2022 to Present) and Operations Markets and M&A Epiroc AB (2018 to Present)* ● Project Development and o Finance and Financial
Interfor Corporation (2014 to 2023) Execution Reporting
Copper Mountain Mining Corp. (2022 to 2023) ● Mine Planning, Metallurgy and o Government Relations and
Geology Regulatory Affairs
Trevali Mining Corporation (2021 to 2022) ● Mining Industry o Communities and
Pretium Resources Inc. (2019 to 2022) ● Human Resources/ Executive Sustainability
Compensation o Corporate Governance
International Business o Risk Management
* Ms. Hull will not be standing for re-election to the board of directors of Epiroc AB at its upcoming annual general meeting to be held on May 5, 2026.
CARIN S. KNICKEL
Principal Occupation: Corporate Director
Ms. Knickel has over 30 years of experience in the energy industry, holding senior operating, planning and business development positions throughout her career in the US and Europe, and leading the integration of businesses, processes and people following transactions.
Ms. Knickel spent over 30 years at ConocoPhillips, the world's largest independent exploration and production company, where she most recently served as Corporate Vice President, Global Human Resources from 2003 until her retirement in May
Golden, Colorado, United States 2012. She joined ConocoPhillips in 1979 and held various
senior operating positions in wholesale marketing, refining, Age 69 transportation and commercial trading as well as leadership roles in planning and business development throughout her
Director Since 2015 career in the U.S. and Europe. She also transformed the
human resources function from a disparate organization of five
Independent Yes pre-merger companies to a global shared-service organization,
delivering more than US$30 million in merger synergies. Prior
Hudbay Shares Held(1) 26,825 to that, Ms. Knickel held roles as President of Specialty
Businesses where she managed a portfolio of technology-
Deferred Share Units Held 273,114 based businesses with revenues of US$2.1 billion, and also
served as Vice President, Carbon Businesses, where she was
Total Value of Hudbay Shares appointed to lead a start-up carbon fiber business, overseeing
and DSUs(2) $8,101,352 the first US$200 million demonstration plant.
2025 Hudbay Board & Committee Membership
Ms. Knickel currently serves as a director on the board of Vermilion Energy Inc. She also formerly served as Chair of the Board of Trustees for the Colorado/Wyoming Chapter of the National Multiple Sclerosis Society. She holds a Bachelor of
Science, Marketing from the University of Colorado and a
Event Meetings Attendance
Board 9 of 9 100% Master of Science in Management from the Massachusetts
Institute of Technology.
Corporate
Governance and 4 of 4 100% Nominating
Committee (Chair)
Environmental,
Health, Safety and 5 of 5 100% Sustainability
Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
Vermilion Energy Inc. (2018 to Present) ● Health, Safety, Environment o Business Strategy, Capital
and Operations Markets and M&A
Corporate Governance o Finance and Financial
Human Resources/ Executive Reporting
Compensation o Government Relations and
Risk Management Regulatory Affairs
International Business o Communities and Sustainability
PETER KUKIELSKI
Principal Occupation: President and Chief Executive Officer, Hudbay Minerals Inc.
Mr. Kukielski was appointed President and Chief Executive Officer in January 2020 after serving as Interim Chief Executive Officer since July 2019. Mr. Kukielski has more than 30 years of extensive global experience within the base metals, precious metals and bulk materials sectors, having overseen operations across the globe for companies.
Mr. Kukielski was President and Chief Executive Officer of Nevsun Resources Ltd. from May 2017 until the acquisition of
Toronto, Ontario, Canada Nevsun in December 2018. From 2013 to 2017, Mr. Kukielski
was Chief Executive Officer of Amenka Resources, a private Age 69 company backed by Warbug Pincus to invest in global mining assets. From 2008 to 2013, he was the Chief Executive,
Director Since 2019 Mining for ArcelorMittal, responsible for 27 operating mines and
three major development projects, within 12 countries. From
Independent No 2006 to 2008, Mr. Kukielski was the Chief Operating Officer of
Teck Resources, responsible for the copper, zinc, gold and the
Hudbay Shares Held(1) 125,956 metallurgical coal operations and projects. From 2001 to 2006,
he was with Falconbridge (originally Noranda) in senior roles,
Deferred Share Units Held 190,624 including Chief Operating Officer, and in years prior he had
various increasingly senior roles with other major mining
Restricted Share Units Held 87,044 companies, including experience in engineering,
commissioning and operating significant mines in a wide
variety of international jurisdictions.
Performance Share Units Held 328,300
Mr. Kukielski has a Master's of Science degree in Civil
Total Value of Hudbay Shares, $19,769,267 Engineering from Stanford University in California.
DSUs, RSUs and PSUs(2)
2025 Hudbay Board & Committee Membership
Event Meetings Attendance
Board 9 of 9 100%
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
Cameco Corp. (2025 to Present) ● Public Company CEO o Finance and Financial
Norsk Hydro ASA (2019 to 2025) ● Business Strategy, Capital Reporting Markets and M&A o Communities and
Health, Safety, Environment Sustainability
and Operations o Mine Planning, Metallurgy and
Government Relations and Geology Regulatory Affairs
Project Development and Execution
Mining Industry
Corporate Governance
Human Resources / Executive Compensation
Risk Management
International Business
GEORGE E. LAFOND
Principal Occupation: Independent Strategic Advisor
Mr. Lafond is a strategic advisor. He works primarily with businesses, educational institutions, and social and cultural organizations. Prior to this, his recent experience includes serving as the Treaty Commissioner of Saskatchewan. He was appointed to this role in 2012 by the Government of Canada. His responsibilities as Treaty Commissioner involved public education, neutral convening and dialogue with Treaty parties, and durable resolution of conflict relating to Treaty rights and responsibilities. He was reappointed in 2014, serving for two terms total, completed in 2016. Mr. Lafond has done lifelong
Victoria, British Columbia, Canada work to promote and support local and community-led
economic development efforts.
Age 67
In his current business advisory capacity, Mr. Lafond's work
Director Since 2022 spans a range of sectors, and includes both early-stage
ventures and established corporations. In the education sector,
Independent Yes Mr. Lafond's work includes being an advisor to the President of
the Saskatchewan Indian Institute of Technology. There, he
Hudbay Shares Held(1) Nil helped create the first Indigenous Innovation Accelerator of its
kind in Saskatchewan. Mr. Lafond previously advised
Deferred Share Units Held 72,423 Headwater Learning Solutions' Indigenous Education Initiative: Vision 2032.
Total Value of Hudbay $1,956,145 Mr. Lafond holds a Bachelor of Education degree from the
Shares and DSUs(2) University of Saskatchewan and undertakes ongoing
2025 Hudbay Board & Committee Membership
professional development and training in business,
administration, negotiation and economic prosperity.
Mr. Lafond is a citizen of the Saskatchewan Muskeg Lake Cree Nation in Treaty Six Territory, and works with the community to
Event Meeting Attendance
Board 9 of 9 100% support reconciliation, wellness, economic development, and
innovation. In 2016 he received the Saskatchewan Order of
Environmental, Merit and in 2022, he received Queen Elizabeth II's Platinum Health, Safety 5 of 5 100% Jubilee Medal.
and
Sustainability Committee (Chair)
Audit 5 of 5 100% Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
None ● Government Relations and o Business Strategy, Capital Regulatory Affairs Markets and M&A
Communities and o Finance and Financial
Sustainability Reporting
Human Resources/ Executive o Health, Safety, Environment Compensation and Operations
Corporate Governance
Risk Management International Business
COLIN OSBORNE
Principal Occupation: President and CEO, Samuel, Son & Co.
Mr. Osborne is President and Chief Executive Officer of Samuel, Son & Co., Limited, a position he has held since 2019, and was recently elected to its board of directors. In his management role at Samuel, Mr. Osborne is responsible for the development and leadership of the Company's long-term strategy and growth plans. Within Samuel, Mr. Osborne has held a number of other roles, including President & Chief Operating Officer, President - Samuel Service Centers and Automotive and President - Samuel Manufacturing Division.
Before joining Samuel in 2015, Mr. Osborne was President and Chief Executive Officer of Vicwest Inc, a publicly traded
Burlington, Ontario, Canada industrial products company with operations in North America,
Europe, South America and installations on six continents.
Age 61 Earlier in his career, Mr. Osborne held senior leadership positions at Stelco Inc. including COO and EVP Strategy. Mr.
Director Since 2018 Osborne has extensive board experience and previously sat on
the boards of numerous public and private equity run
Independent Yes businesses, including Strongco Inc. and TMS International. Mr.
Osborne has also been active in the community, serving as
Hudbay Shares Held(1) 25,000 Board Director of both Mohawk College and McMaster Innovation Park.
Deferred Share Units Held 206,987 He holds a Bachelor of Engineering degree from McGill
Total Value of Hudbay Shares University and has completed the Executive Management
and DSUs(2) $6,265,969 Program from the Smith School of Business at Queen's
University.
2025 Hudbay Board & Committee Membership
Event Meetings Attendance
Board 8 of 9 95%
Corporate
Governance and 4 of 4 100% Nominating
Committee
Compensation and
Human Resources 6 of 6 100% Committee (Chair)
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
None ● Public Company CEO o Finance and Financial
Business Strategy, Capital Reporting
Markets and M&A o Government Relations and
Health, Safety, Environment Regulatory Affairs and Operations o Communities and
Corporate Governance Sustainability
Human Resources/ Executive o Mine Planning, Metallurgy and Compensation Geology
Risk Management
International Business
PAULA C. ROGERS
Principal Occupation: Corporate Director
Ms. Rogers has over 25 years of experience working with Canadian-based international public companies in the areas of corporate governance, treasury, mergers and acquisitions, financial reporting and tax strategy. She has significant executive and board experience in the mining industry ranging from greenfield exploration to senior gold producer.
Ms. Rogers has served as an officer of several public companies including Vice-President, Treasurer of Goldcorp
North Vancouver, British Columbia, Canada Inc. and Treasurer of Wheaton River Minerals Ltd. Prior to that,
she held various senior finance positions in corporate reporting, Age 57 tax and treasury at Finning International Inc. over a period of nine years. Ms. Rogers is currently a Corporate Director with
Director Since 2023 over 10 years of corporate board experience, having served as
a member and chair for several audit, governance and special
Independent Yes committees, including previously with Great Bear Resources
Ltd. and Copper Mountain Mining Corp. She currently is also
Hudbay Shares Held(1) 15,240 a director and Chair of the Board of Diversified Royalty Corp.
and a director of Entrée Resources Ltd.
Deferred Share Units Held 26,044 Ms. Rogers is a graduate of the University of British Columbia
Total Value of Hudbay Shares with a Bachelor of Commerce degree and holds a Chartered
and DSUs(2) $1,115,081 Professional Accountant, Chartered Accountant designation.
2025 Hudbay Board & Committee Membership
Event Meetings Attendance
Board 9 of 9 100%
Corporate Governance and
Nominating 4 of 4 100% Committee
Audit Committee
(Chair) 5 of 5 100%
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
Entrée Resources Ltd. (2022 to Present) ● Business Strategy, Capital o Mine Planning, Metallurgy and
Diversified Royalty Corp. (2015 to Present) Markets and M&A Geology
Argonaut Gold Inc. (2020 to 2024) ● Finance and Financial o Human Resources/ Executive
Copper Mountain Mining Corp. (2021 to 2023) Reporting Compensation
Great Bear Resources Ltd. (2020 to 2022) ● Mining Industry
Corporate Governance
Risk Management
International Business
DAVID S. SMITH
Principal Occupation: Corporate Director
Mr. Smith was appointed Chair of Hudbay's board of directors in January 2025. He is a Corporate Director who has had a career on both the finance and the supply sides of business within the mining sector, with extensive international exposure.
Mr. Smith has more than 35 years of financial and executive leadership experience. Mr. Smith served as the Chief Financial Officer and Executive Vice President of Finning International Inc., a major equipment supplier to the mining industry with significant operations in Canada and South America, from 2009
North Vancouver, British Columbia, Canada to 2014. Prior to joining Finning, Mr. Smith served as Chief
Financial Officer and Vice President of Ballard Power Systems,
Age 67 Inc. from 2002 to 2009. Previously, he spent 16 years with
Director Since 2019 Placer Dome Inc. (now Barrick) in various senior positions and
4 years with PriceWaterhouseCoopers.
Independent Yes Mr. Smith is currently a director and Chair of IAMGOLD Corp.
Mr. Smith has previously served on other public mining
Hudbay Shares Held(1) 25,500 company boards of directors, specifically, Pretium Resources
Inc. (acquired by Newcrest Mining), Nevsun Resources Ltd.
Deferred Share Units Held 105,354 (acquired by Zijin Mining Group Limited), Dominion Diamonds
Corp. (acquired by the Washington Companies), NorthWest
Total Value of Hudbay Shares $3,534,367 Copper Corp. and Paramount Gold Nevada.
and DSUs(2)
2025 Hudbay Board & Committee Membership
Mr. Smith holds a Bachelor's of Science degree in Business
Administration, Accounting from California State University, Sacramento and has completed the Institute of Corporate Directors, Directors Education Program (ICD.D).
Event Meetings Attendance
Board (Chair) 9 of 9 100%
Environmental,
Health, Safety and 1 of 1 100% Sustainability
Committee
Technical 2 of 2 100% Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
IAMGOLD Corporation (2022 to Present) ● Business Strategy, Capital o Health, Safety, Environment
NorthWest Copper Corp. (2022 to 2023) Markets and M&A and Operations
Pretium Resources Inc. (2017 to 2022) ● Finance and Financial o Government Relations and
Reporting Regulatory Affairs
Mining Industry o Communities and
Corporate Governance Sustainability
Human Resources/ Executive o Project Development and Compensation Execution
Risk Management o Mine Planning, Metallurgy and
International Business Geology
LAURA TYLER
Principal Occupation: Corporate Director
Ms. Tyler is a mining industry veteran with over 35 years global experience in the mining sector, most notably holding the positions of Chief Technical Officer and Asset President with BHP and most recently CEO/MD for Adriatic Metals plc. In her
19 years with BHP, she held numerous operational and technical leadership roles with BHP affiliates including Olympic Dam, Cannington and Ekati Diamond Mine and was a member of BHP Investment Review Committee, Lead Executive for the
St. Georges, South Australia, Australia Board Sustainability Committee, and Chief Geoscientist. Prior
to BHP, Laura held various engineering, planning, geotech and
Age 59 geology positions at companies such as Western Mining Corporation, Newcrest Mining, Mt Isa Mines, L.G. Mouchel and
Director Since 2025 Partners, the British Geological Survey and Ground
Explorations. Laura is also a Partner in Private Equity firm Oryx
Independent Yes Global Partners.
Hudbay Shares Held(1) Nil Laura holds a Master of Science (Mining Engineering) from the
Camborne School of Mines and a Bachelor of Science
Deferred Share Units Held 1,351 (Geology) from University of Wales (Cardiff). She is also a
Fellow AusIMM Chartered Professional and a Graduate of the
Total Value of Hudbay Shares Australian Institute of Company Directors.
and DSUs(2) $36,491
2025 Hudbay Board & Committee Membership
Event Meetings Attendance
Board 2 of 2 100%
Environmental,
Health, Safety and 1 of 1 100% Sustainability
Committee
Technical 2 of 2 100% Committee
Other Public Board Directorships(4)
Areas of Expertise/Experience(3):
Adriatic Metals plc (2024 to 2025) ● Communities and o Corporate Governance
Sustainability o Public Company CEO
Project Development and o Finance and Financial Execution Reporting
Mine Planning, Metallurgy and o Government Relations and Geology Regulatory Affairs
Mining Industry o Human Resources / Executive
Business Strategy, Capital Compensation Markets and M&A o Risk Management
Health, Safety, Environment and Operations
International Business
Notes:
The Hudbay Shares indicated for each director nominee are those beneficially owned, directly or indirectly, or over which control or direction is exercised, by the nominee as at March 30, 2026. The information about Hudbay Shares over which control or direction is exercised, not being within the knowledge of Hudbay, has been furnished by the respective director nominee. Unless otherwise indicated, beneficial ownership is direct and the director nominee has sole voting and investment power.
Based on the $27.01 closing price of Hudbay Shares on the Toronto Stock Exchange on March 27, 2026.
A shaded bullet indicates a high level of experience or expertise in the subject area. An unshaded bullet indicates some (or limited) experience or expertise in the subject area.
Includes public board directorships held during the period from January 1, 2021 to present.
Corporate Cease Trade Orders or Bankruptcies
Other than as disclosed below, to the best of our knowledge, no nominee is, or has been within ten years before the date of this Circular, a director, chief executive officer or chief financial officer of any company that was:
subject to an order that was issued while the nominee was acting in the capacity as director, chief executive officer or chief financial officer;
subject to an order that was issued after the nominee ceased to be a director, chief executive officer or chief financial officer and which resulted from an event that occurred while that person was acting in the capacity as director, chief executive officer or chief financial officer;
is, or has been within the ten years before the date of this Circular, a director or executive officer of any company that, while the nominee was acting in that capacity, or within a year of the nominee ceasing to act in that capacity, became bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency or was subject to or instituted any proceedings, arrangement or compromise with creditors or had a receiver, receiver manager or trustee appointed to hold its assets; or
has, within the ten years before the date of this Circular, become bankrupt, made a proposal under any legislation relating to bankruptcy or insolvency, or become subject to or instituted any proceedings, arrangement or compromise with creditors, or had a receiver, receiver manager or trustee appointed to hold the assets of the nominee.
Jeane L. Hull was the Executive Vice President and Chief Technical Officer of Peabody Energy Corporation ("Peabody") from April 2011 until her retirement on July 31, 2015. Peabody filed for Chapter 11 bankruptcy protection on April 13, 2016 and emerged from Chapter 11 protection on April 2, 2017.
Ms. Hull was also a director of Cloud Peak Energy Inc. ("Cloud Peak") from July 6, 2016 to October 24, 2019. Cloud Peak filed for Chapter 11 bankruptcy protection on May 10, 2019, received court approval for its plan to exit bankruptcy on December 5, 2019 and emerged from bankruptcy on December 17, 2019.
Ms. Hull was also a director of Trevali Mining Corporation ("Trevali") from January 2021 to September 2022. Trevali obtained an initial order from the Supreme Court of British Columbia under the Companies' Creditors' Arrangement Act (Canada) in August 2022. Trevali indicated that its financial position deteriorated significantly in 2022 due to a number of events and challenges which impacted operations and production. On September 6, 2022, Trevali's shares were delisted from the Toronto Stock Exchange. On June 28, 2023, a court-appointed monitor was granted enhanced powers in the proceedings with respect to Trevali's business and affairs.
Carin S. Knickel was a director of Whiting Petroleum Corp. ("Whiting") which, on March 31, 2020, together with certain of its subsidiaries, commenced voluntary Chapter 11 cases under the United States Bankruptcy Code in the U.S. Bankruptcy Court for the Southern District of Texas. On September 1, 2020, Whiting announced that it has successfully completed its financial restructuring and emerged from Chapter 11 protection. Whiting officially concluded its reorganization after completing all required actions and satisfying the remaining conditions to its Plan of Reorganization.
Penalties or Sanctions
To the best of our knowledge, no nominee has been subject to (i) any penalties or sanctions imposed by a court relating to securities legislation or by a securities regulatory authority or has entered into a settlement agreement with a securities regulatory authority, or (ii) any other penalties or sanctions imposed by a court or regulatory body that would likely be considered important to a reasonable investor in deciding whether to vote for the nominee.
3. APPOINTMENT OF AUDITOR
Unless authority to do so is withheld, the persons named in the accompanying form of proxy intend to vote FOR the appointment of Deloitte LLP ("Deloitte"), as our auditor until the close of our next annual meeting of shareholders and the authorization of the Board, upon the recommendation of the Audit Committee, to fix the remuneration of the auditor.
Deloitte was first appointed as our auditor on May 6, 2005. For the year ended December 31, 2025, Deloitte was paid $3,334,419 for audit services, $202,298 for audit-related services and $140,000 for other services. Deloitte was not paid any fees for tax-related services in 2025. All non-audit services provided by Deloitte are subject to pre-approval by our Audit Committee.
Additional information regarding the compensation of Deloitte is contained in our Annual Information Form for the year ended December 31, 2025 under the heading "Audit Committee Disclosure - Remuneration of Auditor". Our Annual Information Form may be found on our website at www.hudbay.com, on SEDAR+ at www.sedarplus.ca and as an exhibit to our Form 40-F on EDGAR at www.sec.gov/edgar.shtml.
4. SAY ON PAY ADVISORY VOTE
Hudbay's compensation model is designed to: (i) provide competitive compensation to attract and retain talented high-achievers and appropriately incent them to achieve our strategic and operational objectives; and (ii) align the interests of our executives with the long-term interests of our shareholders. Detailed disclosure of Hudbay's executive compensation program can be found under the heading "Statement of Executive Compensation" found later in this Circular.
The Board has adopted a non-binding advisory vote relating to executive compensation to solicit feedback from shareholders on our approach to executive compensation. As a formal opportunity to provide their views on the disclosed objectives of Hudbay's compensation model, shareholders are asked to review and vote in a non-binding, advisory manner, on the following resolution:
"BE IT RESOLVED, on an advisory basis and not to diminish the role and responsibilities of the Board, that the shareholders accept the approach to executive compensation disclosed in the Circular."
As an advisory vote, the resolution will not be binding on the Board. However, the Compensation and Human Resources Committee and the Board will take the results of the vote into account, as appropriate, when considering future compensation policies, procedures and decisions, all of which are to be consistent with Hudbay's compensation philosophy (see the "Statement of Executive Compensation" for details).
Hudbay will disclose the results of the Say-on-Pay advisory vote as part of its report on voting results for the meeting.
Our Board believes that sound corporate governance practices are essential to the effective management of Hudbay and the protection of its employees, shareholders and other stakeholders. Our Board oversees the management of our business and affairs with a view to ensuring we uphold Hudbay's purpose and mission statements and that shareholder value is enhanced without compromising our commitment to the highest standards of ethical conduct.
Our Board has adopted corporate governance policies and procedures to assist it in fulfilling this oversight role. The Board fulfills its mandate directly and through its Committees. The directors are kept informed of our operations at regular and special Board and Committee meetings as well as through reports and discussions with management. We believe Hudbay is best served by a Board that functions independently of management and is informed and engaged.
In addition, our CGN Committee annually reviews the performance of our Board, its Committees and our directors and recently engaged a third party consultant to carry out a comprehensive board effectiveness review that concluded in mid-2025 (as further described in this Statement of Corporate Governance).
Our CGN Committee also regularly monitors our corporate governance policies and procedures with a view to ensuring that they continue to guide the Board and management to act in the best interests of Hudbay and our stakeholders.
Our Corporate Governance Guidelines (including the Board Charter) are set out in Schedule "A" to this Circular and can be viewed at our website at https://www.hudbay.com. The following is a description of Hudbay's corporate governance practices as approved by the Board.
Highlights of Hudbay's Corporate Governance Practices
☑
Board Independence:
The Chair and all of Hudbay's directors, other than Mr. Kukielski, are independent; the Committees of the Board are composed entirely of independent directors; and independent directors meet without management present at all regular Board and Committee meetings.
☑
Gender and Diversity:
Hudbay has a written policy for the identification and nomination of director candidates who are diverse in all respects, including gender, and the policy sets a target for the Company to have at least 30% female directors on the Board.
☑
Majority Voting and Advance Notice:
Hudbay is subject to a statutory majority voting requirement for uncontested director elections and has adopted an advance notice by-law that provides advance notice requirements for director elections.
☑
Board Composition and Skills:
The Board has developed a nuanced skills matrix that is used by the CGN Committee to evaluate and monitor the composition and strengths of the Board as well as the skills and experience that should be sought in new director nominees. The Board skills matrix was recently updated,
following a comprehensive review by the CGN Committee.
☑
Director Education:
The Board regularly receives presentations on educational topics and strategy and visits our operations and key development projects. In addition, Board members receive a membership with
the Institute of Corporate Directors and are encouraged to make use of the educational and training programs available.
☑
No Overboarding:
The Chair of the Board must approve any other directorships held by our directors and only one of our director nominees currently sits on the board of more than two other reporting issuers.
Prohibition on
Directors are prohibited from having more than one interlocking directorship without the approval
☑
Multiple
of the CGN Committee. None of our director nominees have an interlocking directorship and sit
Interlocking
together on the board of another reporting issuer.
Directorships:
☑
Ethical Business Conduct:
Hudbay is committed to conducting business honestly, ethically and fairly and has adopted a Code of Business Conduct and Ethics, a Global Supplier Due Diligence Policy and Supplier and Customer Codes of Conduct and regularly carries out certification and training programs with
regard to its key compliance policies.
Highlights of Hudbay's Corporate Governance Practices
☑
Disclosure Policy:
Hudbay has a Disclosure Policy that requires the company to provide timely disclosure of material
information in a manner that is broadly accessible on a non-exclusionary basis. Hudbay's
Disclosure Committee reviews and supervises the preparation of all public disclosure and is responsible for ensuring that information is disclosed in accordance with the Disclosure Policy.
Management:
Hudbay has a formal risk management program whereby the Board and its Committees have each been assigned responsibility for the oversight of certain of the principal risks facing the company and receive quarterly reporting from management on the monitoring and management of those risks. In addition, Hudbay has an internal audit function that is responsible for establishing a flexible, risk-based annual audit plan and reports to the Audit Committee.
☑
Shareholder Engagement:
The Board is committed to a dialogue with our shareholders and other stakeholders about our corporate governance policies, sustainability strategy, executive compensation program and other matters of interest and has adopted a Shareholder Engagement Policy with this in mind.
Planning:
Hudbay's Board has a formal process for succession planning for its executive officers (including the CEO) that is overseen and reported on by the Compensation and Human Resources Committee.
☑
ESG Oversight and Governance:
The EHSS Committee has been delegated oversight authority over the Company's sustainability strategy, including climate-related risks, opportunities and targets and community and stakeholder relations, and other Committees have been delegated oversight over other ESG matters such as
tailings and corporate governance.
☑
Board and Committee Evaluations:
A formal evaluation of the performance and effectiveness of the Board and its Committees is carried out annually under the supervision of the CGN Committee.
☑
Related Party Transactions
The CGN Committee is responsible for reviewing all related party transactions, regardless of whether such transactions are reportable under applicable securities regulations.
BOARD OF DIRECTORS: THE ROLE OF THE BOARD
The Board mandate has been formalized in a written Board Charter that sets out specific responsibilities, which include:
satisfying itself as to the integrity of the Chief Executive Officer and other senior officers and that the Chief Executive Officer and other senior officers create a culture of integrity throughout the Company;
reviewing and approving the strategic plan and business objectives that are submitted by senior management and monitoring the implementation by senior management of the strategic plan;
reviewing the principal risks for Hudbay and overseeing, with the assistance of the Audit Committee, the implementation and monitoring of appropriate risk management systems and monitoring of risks;
ensuring, with the assistance of the CGN Committee, the effective functioning of the Board and its Committees in compliance with applicable corporate governance requirements, and that such compliance is reviewed periodically by the CGN Committee;
ensuring internal controls and management information systems are in place and are evaluated and reviewed periodically on the initiative of the Audit Committee;
assessing the performance of senior management, including monitoring the establishment of appropriate systems for succession planning (including the development of policies and principles for Chief Executive Officer selection and performance reviews) and periodically monitoring the compensation levels of the members of senior management based on the determinations and recommendations made by the Compensation and Human Resources Committee;
ensuring we have in place a policy for effective communication with shareholders, other stakeholders and the public generally; and
reviewing and, where appropriate, approving the recommendations made by the various Committees, including the selection of nominees for election to the Board, appointment of directors to fill vacancies on the Board, appointment of members of the various Committees and establishing the form and amount of director compensation.
Independence
For a director to be considered independent under the policies of the Canadian Securities Administrators, he or she must have no direct or indirect material relationship with the Company, being a relationship that could, in the view of the Board, reasonably be expected to interfere with the exercise of his or her independent judgment, and must not be in any relationship deemed to be not independent pursuant to such policies. To assist in determining the independence of directors for purposes that include compliance with applicable legal and regulatory requirements and policies, the Board has adopted certain categorical standards, which are part of our Corporate Governance Guidelines.
With the assistance of the CGN Committee, the Board has considered the relationship to Hudbay of each of the nominees for election by the shareholders and has determined that eight of our nine directors nominated for election at the Meeting are independent. The following table sets out the relationship of the nominees for election as directors to Hudbay.
Name
Independent
Non-Independent
Reason for Non-Independent Status
John E. F. Armstrong
☑
Jeane L. Hull
☑
Carin S. Knickel
☑
Peter Kukielski
☑
President and CEO of Hudbay
George E. Lafond
☑
Colin Osborne
☑
Paula C. Rogers
☑
David S. Smith
☑
Laura Tyler
☑
Restrictions on Board Membership at Other Entities
Our Corporate Governance Guidelines prohibit our directors from having more than one interlocking directorship (being one in which two or more of our directors sit together on the board of another reporting issuer), without the approval of our CGN Committee. None of our director nominees have an interlocking directorship and sit together on the board of another reporting issuer.
Our Corporate Governance Guidelines do not restrict the number of public company boards on which our directors may sit. However, our Code of Business Conduct and Ethics requires that the Chair approve any other directorships held by our directors. In addition, directors are expected to devote the required time and effort to discharge their obligations as members of the Board. Currently, only one of our director nominees sits on the boards of more than two other reporting issuers.
For more information about the nominees for election at the Meeting, including a listing of the reporting issuers on whose boards our director nominees sit, see above under the heading "Election of Directors -Nominees for Election as Directors".
Independent Chair
In addition to having a majority of independent directors, the Board has adopted a variety of procedures to allow for the independent functioning of the Board from management. Those procedures include having a Chair who is an independent director with a formal mandate to assist the Board in fulfilling its duties effectively, efficiently and independent of management.
The responsibilities of the Chair include acting as a liaison between the Board and the Chief Executive Officer, communicating to the Chief Executive Officer the Board's feedback on his/her performance and working with the Chief Executive Officer to ensure that the Board is appropriately involved in approving and supervising Hudbay's strategy. The Chair is also responsible for ensuring open communication between the Board and senior management, leading efficient and inclusive discussions among the directors and recommending procedures to enhance the work of the Board and cohesiveness among directors. The full position descriptions of the Board Chair and the Chair of each of the Board's Committees, including a complete list of their responsibilities, which have been approved by the Board, are available on our website at https://www.hudbay.com.
CEO Position Description
The Board has approved a position description for the Chief Executive Officer (available on our website at https://www.hudbay.com), which delegates to the CEO the responsibility for providing strategic leadership and vision by working with the Board and the senior management team to establish, implement and oversee our long-range goals, strategies, plans and policies, subject to the direction and oversight of the Board. The Chief Executive Officer advises the Board on a timely basis of management's current and proposed courses of action, and also reports less formally to the Board through discussions with the Chair and other members of the Board. The Board exercises its responsibility for oversight through the approval of all material decisions and initiatives affecting Hudbay.
Board Composition and Skills
The CGN Committee, which is composed entirely of independent directors, assists the Board in evaluating the composition and skills of our Board, including potential areas that could be strengthened in the future. Among other things, the CGN Committee considers the size and effectiveness of the Board, identifies skills and areas of expertise that may be desirable to add to the Board in the context of the Company's business and strategy, assists the Board by identifying individuals qualified to become members of the Board, and recommends to the Board nominees for election to the Board in annual meetings and directors to be appointed to each Committee and as the Chair of each Committee. These activities are informed, in part, through a formal Board evaluation process that is carried out annually by the CGN Committee and included the results of a third-party board effectiveness review completed in 2025, as described under "Board and Committee Evaluations" below, as well as a self-assessment of our directors against a skills matrix.
In assessing individual director nominees, the CGN Committee considers, in addition to the skills and expertise highlighted in the Board skills matrix, the following criteria: (i) judgment and character; (ii) diversity of the Board, including diversity of gender, viewpoints, backgrounds, experiences and other demographics (and the target for at least 30% women directors as described in our Diversity Policy below); and (iii) the extent to which the interplay of a nominee's expertise, skills, knowledge and experience with that of other members of the Board will build a Board that is effective, collegial and responsive to our needs.
The Board's skills matrix is used to identify and evaluate the competencies and skills of our directors based on the individual experience and background of each director and to identify potential areas for strengthening the Board. In late 2024, the CGN Committee undertook a comprehensive review of the categories of skills and experiences that were included in the Board's skills matrix in the context of the Company's business and strategy. Following its review, the CGN Committee recommended certain updates to the skills matrix to reflect the skills and experiences that it considered most important to the effectiveness of the Board and the Board's role in overseeing the execution of Hudbay's business plans and strategy and, in 2025, the CGN Committee re-affirmed the categories in the skills matrix. All of Hudbay's directors have self-assessed against the skills matrix and the results of their self-assessment, together with other relevant considerations, are utilized by the CGN Committee to identify those skills and experiences that are most relevant to Board succession and renewal.
The following Board skills matrix sets out the specific skills and expertise of each director nominee and the current strengths of the Board as a whole.
John E.F. Armstrong
Jeane L. Hull
Carin S. Knickel
Peter Kukielski
George E. Lafond
Colin Osborne
Paula C. Rogers
David S. Smith
Laura Tyler
CATEGORY
SKILL / EXPERIENCE
LEVEL OF EXPERTISE
LEADERSHIP
Public Company CEO
◯
FUNCTIONAL EXPERIENCE
Business Strategy, Capital
Markets and M&A
◯
◯
◯
Finance and Financial Reporting
◯
◯
◯
◯
◯
◯
Health, Safety, Environment and Operations
◯
◯
Government Relations and
Regulatory Affairs
◯
◯
◯
◯
◯
◯
Communities
and Sustainability
◯
◯
◯
◯
◯
◯
Project Development
and Execution
◯
CORE INDUSTRY
Mine Planning,
Metallurgy and Geology
◯
◯
◯
◯
Mining Industry
GOVERNANCE
Corporate Governance
◯
◯
◯
Human Resources / Executive
Compensation
◯
◯
Risk Management
◯
◯
◯
OTHER
International Business
◯
● Indicates a high degree of experience or expertise in the subject area.
◯ Indicates a reasonable degree of knowledge or some experience in the subject area.
Board and Committee Evaluations
The CGN Committee is responsible for conducting a formal evaluation of the performance and effectiveness of the Board and its Committees on an annual basis.
In 2024, the CGN Committee engaged an independent consulting firm to carry out a comprehensive board effectiveness review, as part of an enhanced Board evaluation process. The board effectiveness review involved a review of the Board's skills matrix, completion of a board review questionnaire, interviews with each director and members of senior management, individual director feedback and a report to the CGN Committee that identified key themes that had emerged from the review and recommendations for future action, which the CGN Committee shared with the Board. The final phase of the review involved a board effectiveness workshop that included all of our directors and management's executive committee, which took place in mid-2025.
After having completed a comprehensive board effectiveness review earlier in the year, the CGN Committee decided to distribute an anonymous Board survey to the directors at the end of 2025 to complete its annual Board evaluation process. The survey included questions regarding the effectiveness of the Board and its committees and measured progress against the questionnaire that formed part of the board effectiveness review. The CGN Committee shared the results of the Board survey with the Board and discussed the key themes that had emerged.
In addition to the CGN Committee's annual Board evaluation, members of each Committee are provided questionnaires that deal with the performance of the Committee and its Chair and ask the Committee members to raise any matters of concern. The results of these questionnaires are discussed during in camera sessions of the Committees and any relevant findings are reported to the Chair of the CGN Committee and/or Board Chair.
Age and Term Limits; Focus on Board Renewal
We do not have age or term limits for service on the Board. Instead, the Board focuses on monitoring the effectiveness and composition of the Board, including considerations related to Board dynamics, individual director performance, any skills gaps and the need for renewal and diversity. As part of the Board's annual evaluation process, the CGN Committee receives feedback on the performance of each individual director, opportunities for improved Board effectiveness, directors' potential retirement plans and considerations related to director succession planning and Board renewal.
Since the beginning of 2022, five new directors have joined Hudbay's Board, including, most recently, John E. F. Armstrong, who was elected at the 2025 Meeting in May 2025, and Laura Tyler who was appointed to the Board in September 2025. In addition, following Stephen A. Lang's recent decision not to stand for re-election at the Meeting due to health reasons, the CGN Committee considered the size, skills and composition of the Board and decided that it may be desirable to appoint an additional director to the Board later in 2026 that could further strengthen the Board and its Technical Committee. These appointments and considerations reflect Hudbay's commitment to Board renewal and effectiveness, and focus on maintaining a Board with a broad range of skills, experience and perspectives relevant to the Company's strategy and operations.
Related Party Transactions
Our Corporate Governance Guidelines delegate responsibility to the CGN Committee to review transactions between the Company and any related party, regardless of whether the transactions are reportable pursuant to securities regulations. After considering advice from the CGN Committee, the Board shall review, and, if appropriate, approve or ratify, such related party transactions. For purposes of the guidelines, a "related party transaction" is any transaction in which the Company was or is to be a participant and in which any related party has a direct or indirect material interest, other than transactions that (i) are available to all employees generally, (ii) involve compensation of executive officers or directors duly authorized by the appropriate Board committee, or (iii) involve reimbursement of expenses in accordance with the Company's established policies.
Board and Committee Meetings and Attendance
The Board meets a minimum of four times per year and as otherwise required. Most Committees meet quarterly, or more frequently as deemed necessary by the applicable committee. The frequency of meetings and nature of each meeting agenda depend on the business and affairs that Hudbay faces from time to time.
The following table provides details regarding the attendance of our nine incumbent director nominees at Board and committee meetings held during the year ended December 31, 2025:
Directors
Board of Directors
Audit Committee
Compensation & Human Resources Committee
Corporate Governance & Nominating Committee
EHSS
Committee
Technical Committee
Totals
Meetings attended
Meetings attended
Meetings attended
Meetings attended
Meetings attended
Meetings attended
Meetings attended
Overall % Attendance
John E. F. Armstrong
5 of 5
3 of 3
4 of 4
12
100%
Jeane L. Hull
9 of 9
6 of 6
7 of 7
22
100%
Carin S. Knickel
9 of 9
4 of 4
5 of 5
18
100%
Peter Kukielski
9 of 9
9
100%
George E. Lafond
9 of 9
5 of 5
5 of 5
19
100%
Colin Osborne
8 of 9
6 of 6
4 of 4
3 of 3
18
95%
Paula C. Rogers
9 of 9
5 of 5
4 of 4
18
100%
David S. Smith
9 of 9
1 of 1
2 of 2
12
100%
Laura Tyler
2 of 2
1 of 1
2 of 2
5
100%
In Camera Sessions without Management
The independent members of the Board meet without management in in camera sessions at all regular Board meetings. During the year ended December 31, 2025, the Board held in camera sessions of the independent directors at nine Board meetings. In addition, all of the Committees hold in camera sessions without the presence of management at each regular meeting.
Director Orientation and Continuing Education
Senior management, working with the Board, provides appropriate orientation and education for new directors to familiarize them with Hudbay and its business. New directors are provided with a comprehensive set of resources which includes, among other things, information about the duties and obligations of directors, copies of Hudbay's Corporate Governance Guidelines and Board Charter, Committee charters and other key compliance and governance policies, descriptions of our organizational structure, strategic plans, compensation plans, investor presentations and copies of our most recent core public disclosure documents. New directors are expected to meet with members of senior management, the Board Chair and the Chairs of the Committees on which they will serve as part of their orientation process, and are also invited to attend site visits at our key properties.
Our directors are encouraged to attend third-party educational programs and our Board members receive a membership with the Institute of Corporate Directors, where they have access to educational materials and are invited to training seminars throughout the year. In addition, we frequently include a director education topic on the agenda at Board and Committee meetings, site visits and other events. This typically involves presentations to the Board by members of management and third-party advisors in respect of our business and operations, corporate development, strategy, legal and regulatory matters, ESG topics and industry trends and practices.
The following were among the educational and strategic presentations made to our Board and its Committees in 2025:
Date
Topic
Attendees
February 12, 2025
ESG Readiness - management provided an
update with respect to evolving ESG disclosure standards and the Company's internal initiatives.
Environmental, Health,
Safety and Sustainability Committee plus Mmes. Hull and Rogers and Messrs. Kukielski and Smith
August 12, 2025
Board Effectiveness Workshop - the directors
and management's executive committee participated in a board effectiveness workshop
facilitated by the third party consultant that led Hudbay's board effectiveness review.
Full Board
September 16, 2025
Arizona Site Visit - Board members received a
tour of the Copper World site. Management provided the Board members in attendance with in-depth presentations regarding the Copper World project.
Mmes. Hull, Knickel
and Rogers and Messrs Armstrong, Lafond, Kukielski, Lang, Osborne and Smith
September 18, 2025
Strategy Session - senior management provided
the Board with an in-depth review of the Company's strategic plans and priorities.
Mmes. Hull, Knickel
and Rogers and Messrs Armstrong, Lafond, Kukielski, Lang, Osborne and Smith
November 10, 2025
AI Standards and Cybersecurity for Directors -
representatives from Hudbay's IT Group provided an education session with respect to the Company's IT environment, AI standards and director communications.
Corporate Governance
and Nominating Committee plus Messrs. Kukielski and Smith
November 11, 2025
Social, Political and Economic Environment in
Peru - representatives from Apoyo Consultoria provided an overview of the current social, political
and economic environment in Peru.
Full Board
STRATEGIC PLANNING
The Board recognizes that one of its primary responsibilities is to provide direction and oversight to management in pursuit of the Company's strategy. Senior management, led by the CEO, is responsible for presenting strategy plans to the Board for approval, and pursuing strategic opportunities and business objectives that align with Hudbay's corporate strategy. The Board recognizes that consideration of the Company's strategy and strategic opportunities must be an ongoing conversation with management and company strategy is discussed with management at every regular Board meeting. In addition, the Board holds an annual meeting that focuses solely on strategy.
RISK MANAGEMENT
A key element of the Board's responsibilities is to review the principal risks for the Company and oversee, with the assistance of the Audit Committee, the implementation and monitoring of appropriate risk management systems and the monitoring of risks.
The Board provides overall governance of the risk management function by:
approving the Company's risk management policy;
setting the risk appetite associated with Hudbay's strategy and corporate objectives;
ensuring, with the assistance of the Audit Committee, that senior management has instituted and is operating a system that identifies, assesses, mitigates and communicates the principal risks the Company faces; and
monitoring, with the assistance of the Board's committees, the management of the Company's principal risks.
The Audit Committee oversees the design and ongoing review of the Company's risk management system. In this capacity, the Audit Committee is responsible for reviewing and overseeing our risk management policy and approving a formalized, disciplined and integrated enterprise risk management ("ERM") process that is developed by senior management and, as appropriate, the Board and its Committees, to monitor, manage and report principal risks.
Each of the Board's committees is responsible for monitoring the critical risks assigned to it by the Board, periodically reviewing with management how those risks are being managed (including the actions that have been taken by management to mitigate the risks) and communicating findings to the full Board. By way of example, cyber security risks are overseen by the Audit Committee, as it has responsibility for reviewing and monitoring the information technology risks facing the Company, and climate-related risks are overseen by the EHSS Committee, as it has responsibility for monitoring sustainability-related risks.
Oversight of the Company's current Tier 1 Risks is allocated among the Board and its committees as follows:
Hudbay's Tier 1 Risks and Board / Committee Oversight
Tier 1 Risk Category
Board/Committee Oversight
Community and Political Relations
EHSS Committee
Macroeconomics (Metal Prices, Foreign Exchange and Interest Rates)
Audit Committee
Copper World Project
Technical Committee
Tailings Management (Dam Breach and Discharges)
Technical Committee
Tailings Management Systems (Dam Breach and Discharges)
EHSS Committee
Strategic and Business Planning
Board
Copper Mountain 3-Year Plan
Technical Committee
Operating Performance (Safety and Security)
EHSS Committee
2025 Operating Performance (Volume, Equipment Availability and Cost)
Technical Committee
Cyber Security
Audit Committee
Concentrate Shipping
Technical Committee
Reserves and Resources, Life of Mine and Capital Allocation Planning
Technical Committee
Reputation Management
Board
Transportation and Handling of Hazardous Materials
EHSS Committee
Succession Planning Recruitment, Retention and CBA
Compensation and Human Resources Committee
Among its responsibilities, Hudbay management is responsible for:
Conducting business in accordance with the risk appetite set by the Board,
Integrating risk management into strategic business planning, budget and resource allocation, operating performance, and human resources, financial and compliance processes, and
Actively monitoring and managing principal business risks.
In addition, our Director, Internal Audit is responsible for establishing a flexible, risk-based annual internal audit plan to determine the priorities of the internal audit function, consistent with Hudbay's strategic plan and aligned with the ERM program, including but not limited to risk registers and risk appetite and tolerance levels. The Audit Committee approves the annual internal audit plan.
DIVERSITY POLICY AND INITIATIVES
Our Corporate Governance Guidelines (a copy of which can be found at Schedule "A") include a written policy for the identification and nomination of director candidates who are diverse in many respects, including gender. The Board has also approved a standalone written Diversity Policy to supplement our Corporate Governance Guidelines.
Our Diversity Policy seeks to ensure a diverse representation of women and other designated groups (Indigenous peoples, persons with disabilities and visible minorities) among the members of our Board and senior management and includes a target for the Company to have at least 30% women directors on the Board. This policy confirms the Board's commitment to diversity and inclusion as part of our core values and to setting a "tone at the top" that leads to greater diversity on the Board, in senior management and across the organization.
The CGN Committee is responsible for ensuring the objectives of our Diversity Policy are applied when recommending changes to the composition of the Board. Consistent with the objectives of our Diversity Policy, 44% of the director nominees proposed by the CGN Committee for election this year are women.
Pursuant to our Diversity Policy, in assessing individual director nominees, the CGN Committee considers, among other things, relevant skills and expertise, judgment and character, diversity (including diversity of gender, viewpoints, backgrounds, experiences and other demographics, such as the representation of Indigenous peoples, persons with disabilities and visible minorities), and the extent to which the interplay of an individual's expertise, skills, knowledge and experience with that of other members of the Board will build a board that is effective, diverse, collegial and responsive to the needs of the Company. In addition, when engaging search firms to identify candidates for the Board, the CGN Committee is responsible for ensuring the objectives of our Diversity Policy are applied. The CGN Committee may, in certain circumstances, instruct a search firm to focus on identifying only those candidates from one or more underrepresented groups that have the specific skills and expertise required to complement the current composition of the Board.
Although we do not have specific targets regarding the representation of women and other designated groups among our senior management team, the CEO is tasked with ensuring the objectives of our Diversity Policy are applied with respect to senior management positions. We remain committed to diversity and inclusion as part of our core values as we seek to attract and retain talent for the organization, while recognizing that, ultimately, all hiring and promotion decisions must be merit based to ensure our future success.
Corporate and Business Unit People Initiatives
Hudbay's corporate office supports the Company's core values of having a diverse, equitable and inclusive workplace and has formed a committee that has arranged for targeted charitable corporate donations and worked collaboratively with the HR group and business units to develop strategic priorities and advance certain initiatives. These initiatives have included panel discussions with senior leaders, employee engagement and culture surveys and guest speakers. Going forward, the strategic focus will be on continued employee communications and engagement, following through on our commitment to the Mining Association of Canada's Towards Sustainable Mining ("TSM") Equitable, Diverse and Inclusive Workplaces Protocol, supporting our business units with the implementation of their own people initiatives and measuring our progress toward achieving our diversity and inclusion objectives.
The "Nuestras Voces" (Our Voices) program at our Peru Business Unit aims to support the overall people strategy goal of creating a more diverse, equitable and inclusive organization, and increasing the percentage of women in the workforce to 30%. One initiative launched under this program - Hatun Warmi (which translates from Quechua to "Great Women") - is aimed exclusively at providing women from the local communities near the Constancia mine with the training necessary to obtain an operator's license for mining equipment.
Hudbay has two trainee classes from the Hatun Warmi program who completed their training, with a total of 23 women who have graduated. To date, 15 of those women have joined Hudbay's permanent workforce in Peru. Notably, the first class, which began by operating auxiliary equipment such as excavators and small loaders, has now transitioned to operating mine haul trucks. This represents a significant milestone in their professional development, achieved through the specialized training and capacity-building provided by Hudbay. Meanwhile, the women of the second class are currently gaining experience in auxiliary equipment. They are being given the opportunity to master various types of auxiliary machinery used at the site, further enhancing their skills to eventually transition to haul trucks in the future.
Another successful initiative was the community co-op concentrate transport program, which has resulted in approximately 45% of our concentrate production from Constancia now being transported by the local communities.
Hudbay's Manitoba Business Unit, in partnership with the Northern Manitoba Sector Council, launched the "Mining Fundamentals" program in 2024, a course designed to develop local talent and strengthen workforce pipelines in Northern Manitoba. This program addresses the growing need for skilled mining professionals while creating meaningful opportunities in our neighbouring Indigenous communities. The first cohort from 2024 included ten participants, all from Opaskwayak Cree Nation and Mosakahiken Cree Nation, who engaged in safety training, underground operations, and mine rescue overview, demonstrating exceptional dedication throughout their learning journey. Nine of the program graduates accepted full-time positions at our Lalor mine. The second cohort from 2025 included 10 participants from Norway House Cree Nation and Moose Lake First Nation. Of these participants nine accepted full-time positions with Hudbay. This program marks an important milestone in Hudbay's commitment to sustainable community development.
Furthermore, each of our sites continues to prioritize cultural awareness training and employment opportunities for local communities and Indigenous groups, ensuring our workforce mirrors the demographics of our operational areas and is in alignment with our diversity and inclusion objectives. Many of these important initiatives are highlighted in our Annual Report (see "Sustainability Reporting").
Measuring our Success
Hudbay intends to measure the effectiveness of its people policies and initiatives by monitoring the increase in diversity on the Board and in senior management positions over time, assessing the experience of different groups of our employees through the results of our engagement surveys and measuring the participation of different groups of our employees in key business processes.
The Board and senior management recognize the need for increased diversity among senior management, including greater representation of female and other designated groups. Consideration of executive appointments occurs in the context of our succession planning framework, which identifies potential successors for our current executives. While we are committed to ensuring diverse candidates are considered for executive roles, this will best be achieved by bringing in diverse and talented people to all levels of our organization and ensuring that they are given every opportunity to flourish and advance within the organization. Underscoring this commitment, in 2025, we promoted Candace Brûlé to Senior Vice President, Capital Markets and Corporate Affairs and successfully enhanced our regional leadership team through the appointment of Audra Walsh, as our Vice President of the South America Business Unit.
In furtherance of this goal, in 2022, we created a two-year development program for those employees who have consistently performed at a high level and have the potential to move into a more senior leadership role in the next two years. The first cohort graduated in December 2024 with one-third female representation, and we maintained this level of diverse participation in the second cohort that commenced in 2025.
Building on this momentum, we have continued our investment in an external development program exclusively focused on building female leaders in the mining industry. For 2026, we have sponsored five female leaders from across the business to participate in this year-long program, which combines face-to-face and virtual sessions to connect and develop women in historically male-dominated industries. This commitment is yielding tangible results, as participants who have completed the program have already transitioned into new, larger roles or are being strategically developed for future progression within the organization.
The number and percentage of our nine director nominees who identify as a woman or as a member of another designated group is as follows:
Designated Groups
Number of Director Nominees
Percentage of Director Nominees
Women
4
44%
Indigenous peoples
2
22%
Visible minorities
1
11%
Total Designated group members(1)
5
56%
(1) Certain nominee directors identified as being a member of more than one designated group. In total, four of our nine director nominees identify as a woman or as a member of another designated group.
The number and percentage of our 16 officers who are women or identify as a member of another designated group is as follows:
Designated Groups
Number of Executive Officers
Percentage of Executive Officers
Women
3
19%
Visible minorities
3
19%
Total Designated group members(1)
5
31%
(1) Certain of our officers identified as being a member of more than one designated group. In total, five of our officers identify as a woman or as a member of another designated group.
SUCCESSION PLANNING FOR EXECUTIVE OFFICERS
Hudbay has a structured process for succession planning for its executive officers. The Chief Executive Officer, with the assistance of our Senior Vice President, Legal and Organizational Effectiveness, is responsible for overseeing the succession planning process. As part of this process, an employee's manager-once-removed (the manager of the employee's manager) is accountable for planning, assessing and monitoring the identification and development of successors to management and other key roles. Results are compiled by the Human Resources group and discussed among senior management in the context of retention risks, talent development and potential retirement or departures of key personnel, following which a formal succession plan is prepared and reported to the Compensation and Human Resources Committee and the Board.
The Compensation and Human Resources Committee is responsible for overseeing a succession plan for the CEO and making recommendations to, and seeking validation from, the Board regarding its CEO succession planning. Among other things, the Compensation and Human Resources Committee and Board consider the CEO's tenure and potential retirement plans, internal candidates with long-term potential to serve as Hudbay's CEO and oversee development plans for those candidates, with the assistance of our Senior Vice President, Legal and Organizational Effectiveness and third-party consultants. In addition, the Compensation and Human Resources Committee identifies candidates who could step into the role immediately in the event the CEO departs unexpectedly or becomes temporarily incapacitated.
ESG OVERSIGHT
Hudbay believes that continuously improving how we manage the social, environmental and economic risks, impacts and opportunities associated with our activities is critical for our long-term success. Our focus on sustainability helps us meet stakeholder expectations, benefit from positive developments and manage challenging circumstances.
Social, environmental and economic sustainability are embedded into Hudbay's overall management approach, and governance of these matters starts at the Board level. The EHSS Committee has been delegated oversight authority over the Company's strategy, compliance and management systems related to health and safety, environmental matters, climate-related matters, reclamation and closure matters, community and stakeholder relationships (including social license and the engagement of Indigenous peoples) and human rights (including Indigenous rights) ("Sustainability Matters") and other committees have been delegated oversight of other ESG matters such as tailings, organizational culture, ED&I and corporate governance. Senior management has responsibility for the Company's overall sustainability governance processes while Business Unit and operations leaders are responsible for achieving and maintaining sustainable operations. Each operation has specialist personnel who are dedicated to the day-to-day management of health, safety, environmental, community relations and other social and human rights matters.
Climate-Related Governance and Risks
Our EHSS Committee is responsible for assisting the Board with its oversight of the design, implementation and effectiveness of the Company's strategy with respect to Sustainability Matters, including, without limitation, the adoption of any climate-related targets and any strategic plans to address other climate-related and nature-based risks and opportunities. In addition, the EHSS Committee is responsible for the monitoring of climate-related risks and other emerging nature-based risks and management is accountable for reporting these risks to the EHSS Committee through, among other processes, the ERM program. We have an EHSS Charter to make these accountabilities clear.
In addition, management has formed an ESG Steering Committee that reports to the EHSS Committee (as described below) and our Disclosure Committee is responsible for ensuring that the information we disclose with respect to Hudbay's environmental or climate-related strategy, targets or performance is adequately and properly substantiated, not misleading and reported in compliance with applicable laws and regulations.
Climate-Related Strategy and Targets
In 2021, we initiated a roadmap to identify and manage opportunities to reduce greenhouse gas ("GHG") emissions in alignment with global decarbonization goals. Since that time our business has diversified and grown substantially and we have dedicated efforts to developing a more sustainable plan to mitigate and track our GHG impacts.
In 2024, we established an ESG Steering Committee comprised of members of senior management and conducted a thorough analysis of our GHG reduction strategy and efforts. In early 2025, following this review, the ESG Steering Committee recommended a new approach to mitigate and track our GHG impacts that better reflects the diversified nature of our business and shared its findings with the EHSS Committee. This approach considers the differences between underground and open pit mining operations, and the unique demands of various business units in different locations.
Moving forward, we are committed to a GHG reduction strategy that requires each business unit to establish site-specific intensity targets that align with their operational context. We have gained buy-in from all business units to align with this strategy, allowing us to better track our performance and providing greater transparency for stakeholders.
In early 2026, Hudbay received a proposal from the Shareholder Association for Research and Education ("SHARE"), on behalf of Régime de retraite de l'Université de Montréal and the co-filer, the Hamilton Community Foundation (collectively, the "Proponents"), regarding the disclosure of an emissions reduction strategy for greenhouse gas emissions, including all material value chain emissions and longterm plans for direct emissions reduction.
As part of Hudbay's ongoing work on its emissions reduction strategy, Hudbay has developed a phased approach to understand and address Scope 3 emissions. Through discussions with the Proponents, Hudbay has agreed to pursue a measurable strategy to estimate material Scope 3 emissions. This work will initially include engaging suppliers and material customers to understand their emissions measurement and reduction efforts. Hudbay will articulate Phase One of its phased approach to addressing Scope 3 emissions and a commitment to setting a 2040 Scope 1 and Scope 2 target in its 2025 Annual Report.
As a result of these discussions and continued engagement with SHARE, the Proponents have agreed to withdraw the proposal.
Towards Sustainable Mining Program
As a member of the Mining Association of Canada, Hudbay participates in its TSM program, a leading sustainability standard in the mining industry. The TSM program is based on guiding principles and supported by a set of tools and performance indicators to ensure key mining risks are effectively managed. Participation in TSM supports accountability, transparency and credibility by evaluating and publicly reporting our performance across the following protocols and frameworks:
Indigenous and Community Relationships
Climate Change
Tailings Management
Biodiversity Conservation Management
Safe, Healthy and Respectful Workplaces
Crisis Management and Communications Planning
Water Stewardship
Preventing Child and Forced Labour
Mine Closure Framework
Equitable, Diverse and Inclusive Workplaces
The TSM protocols and frameworks are incorporated into our overall management systems and company standards. Although we are only required to implement the program at our Canadian operations, we commit to implementing the program at all of our operations globally. The goal is for each facility to achieve a minimum of Level A - which is considered good performance and demonstrates that commitments and accountabilities are in place and consistent with the protocol - in all performance areas.
Tailings Governance
Our Tailings Governance Charter specifies the governance that supports the safe, efficient and effective management of tailings facilities. Each site or business unit employs a tailings management system that supports the day-to-day activities - such as planning, monitoring, risk identification and reporting -associated with the safe management of tailings design, construction and operation.
One important requirement in the TSM protocol is that a company's governance defines and documents accountability and responsibility for tailings management. Our Accountable Executive Officer ("AEO"), who is our Chief Operating Officer, has the authority and responsibility to engage with Hudbay's Board on any issues related to tailings management. Each business unit Vice President has similar accountabilities to the AEO for facilities within their business unit. A Tailings Governance Team, composed of individuals from the business units and relevant corporate functions, serves in a monitoring and advisory role to assist the AEO in the design and implementation of appropriate processes to carry out the required third-party reviews and provide information to the AEO.
Our Senior Vice President, Exploration and Technical Services, is responsible for assisting our Chief Operating Officer and Technical Services team with the planning and oversight of tailings facilities in line with TSM requirements, Canadian Dam Association guidelines and applicable legislation. In addition, this individual is responsible for developing a strategy for the approval and execution of monitoring and reclamation activities for non-producing mines and facilities, which is an area of focus following the closure of our Flin Flon operations.
Key third-party roles include the following:
Annual tailings management reviews at our operating sites assess compliance with our Tailings Governance Charter and the TSM protocol. The review findings are reported to our Technical Committee, which oversees tailings management on behalf of the Board.
Sustainability Reporting
Hudbay has long believed that transparently disclosing our sustainability performance is good business and essential to earning and maintaining stakeholder trust. We have published an Annual Report (formerly referred to as our Sustainability Report) since 2004 and our 2025 report will be published in the second quarter of 2026 and be made available on our website at https://www.hudbay.com.
Disclaimer
HudBay Minerals Inc. published this content on April 14, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 14, 2026 at 01:21 UTC.