UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13A-16 OR 15D-16 OF
THE SECURITIES EXCHANGE ACT OF 1934

For the month of April, 2020

Commission File Number: 001-34244

HUDBAY MINERALS INC.
(Translation of registrant’s name into English)

25 York Street, Suite 800
Toronto, Ontario
M5J 2V5, Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F [   ]                    Form 40-F [X]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [   ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [   ]

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes [   ]                     No [X]

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____________________________

EXPLANATORY NOTE

On April 20, 2020, Hudbay Minerals Inc. (“Hudbay”) filed on the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval (SEDAR) website at www.sedar.com the following documents: (i) Notice of Annual and Special Meeting of Shareholders, (ii) Management Information Circular in respect of Annual and Special Meeting, and (iii) Form of Proxy.

Copies of the filings are attached to this Form 6-K and incorporated herein by reference, as follows:

• Exhibit 99.1 — Notice of Annual and Special Meeting of Shareholders;

• Exhibit 99.2 — Management Information Circular in respect of Annual and Special Meeting; and

• Exhibit 99.3 — Form of Proxy.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: April 20, 2020

3

EXHIBIT INDEX

The following exhibits are furnished as part of this Form 6-K:

4

HUDBAY MINERALS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

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://web.lumiagm.com/298892851, on Thursday, May 21, 2020 at 10:00 a.m. (Eastern Time), for the following purposes:

1. to receive Hudbay's audited consolidated financial statements for the years ended December 31, 2019 and 2018 and the auditor's report thereon;

2. to elect the directors of Hudbay;

3. 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;

4. to consider and, if deemed appropriate, to approve a non-binding advisory resolution on executive compensation; and

5. 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 accompanying Management Information Circular (the "Circular").  As described in the Circular, due to the COVID-19 pandemic, shareholders will not be able to attend the Meeting in person, in line with our commitment to taking all prudent precautions to ensure the health and safety of our employees, shareholders and other stakeholders.

Hudbay is 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 participate at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/298892851. 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 wish to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) 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.

Shareholders who are unable to attend the virtual Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

Hudbay's Board of Directors has fixed the close of business on April 9, 2020 as the record date, being the date for the determination of the registered holders of Hudbay common shares entitled to receive notice of and vote at the Meeting or any postponement or adjournment thereof.  Shareholders who acquire common shares after April 9, 2020 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 10:00 a.m. (Eastern Time) on May 19, 2020 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.

DATED at Toronto, Ontario this 14^th day of April, 2020.

By Order of the Board of Directors

Stephen A. Lang, Chair

NOTICE OF ANNUAL AND SPECIAL MEETING
OF SHAREHOLDERS
AND
MANAGEMENT INFORMATION CIRCULAR

in respect of the

ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS
OF HUDBAY MINERALS INC.
TO BE HELD ON
MAY 21, 2020
______________________________________

APRIL 14, 2020

HUDBAY MINERALS INC.
NOTICE OF ANNUAL AND SPECIAL MEETING OF SHAREHOLDERS

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://web.lumiagm.com/298892851, on Thursday, May 21, 2020 at 10:00 a.m. (Eastern Time), for the following purposes:

1. to receive Hudbay's audited consolidated financial statements for the years ended December 31, 2019 and 2018 and the auditor's report thereon;

2. to elect the directors of Hudbay;

3. 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;

4. to consider and, if deemed appropriate, to approve a non-binding advisory resolution on executive compensation; and

5. 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 accompanying Management Information Circular (the "Circular").  As described in the Circular, due to the COVID-19 pandemic, shareholders will not be able to attend the Meeting in person, in line with our commitment to taking all prudent precautions to ensure the health and safety of our employees, shareholders and other stakeholders.

Hudbay is 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 participate at the Meeting.

Registered shareholders and duly appointed proxyholders will be able to attend, participate and vote at the Meeting online at https://web.lumiagm.com/298892851. 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 wish to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) 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.

Shareholders who are unable to attend the virtual Meeting are requested to complete, date, sign and return the enclosed form of proxy so that as large a representation as possible may be had at the Meeting.

Hudbay's Board of Directors has fixed the close of business on April 9, 2020 as the record date, being the date for the determination of the registered holders of Hudbay common shares entitled to receive notice of and vote at the Meeting or any postponement or adjournment thereof.  Shareholders who acquire common shares after April 9, 2020 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 10:00 a.m. (Eastern Time) on May 19, 2020 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.

DATED at Toronto, Ontario this 14^th day of April, 2020.

By Order of the Board of Directors

Stephen A. Lang, Chair

2  | 2020 HUDBAY MINERALS INC.

TABLE OF CONTENTS

MANAGEMENT INFORMATION CIRCULAR

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 Thursday, May 21, 2020 at 10:00 a.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.

Due to the COVID-19 pandemic, the Meeting will be held as a completely virtual meeting, which will be conducted via live webcast at https://web.lumiagm.com/298892851. Shareholders will not be able to attend the Meeting in person. A summary of the information shareholders will need to attend 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", the "Company" and the "Corporation", 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 14, 2020 and all dollar references in this Circular are to Canadian dollars, unless otherwise stated.

GENERAL PROXY INFORMATION

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 is enclosed that you can use to vote in advance of at the Meeting, or you may vote online at our virtual Meeting as described in this Circular.

• If you are a non-registered holder and your Hudbay Shares are held by an intermediary (such as a broker or financial institution), you may receive either a form of proxy or voting instruction form and should follow the instructions provided with such form.

These materials are being sent to both registered and non-registered owners of Hudbay Shares.  If you are a non-registered owner, and we or our agent have sent these materials directly to you, your name, address and information about your share holdings have been obtained in accordance with applicable securities regulatory requirements from the intermediary holding the shares on your behalf.  By choosing to send these materials to you directly, we (and not the intermediary holding on your behalf) have assumed responsibility for (i) delivering these materials to you, and (ii) providing you with a form of proxy so you can vote your Hudbay Shares at the Meeting. See "Voting Information - Voting Your Common Shares".

The solicitation of proxies will be primarily by mail, but proxies may also be solicited by telephone or other form of correspondence.  The cost of preparing and mailing this Circular and other materials relating to the Meeting and the cost of soliciting proxies has been or will be borne by us.

VOTING INFORMATION

VOTING MATTERS

At the Meeting, shareholders are voting on the:

• election of directors;

• appointment of our auditor for 2020 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 April 9, 2020.  Our transfer agent has prepared a list, as of the close of business on the record date, of the registered holders of Hudbay Shares.  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 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 participate at the Meeting.

Given this new format, all shareholders are strongly advised to carefully read the voting instructions below that are applicable to them as well as the Virtual AGM User Guide on page 82 of this Circular.

Registered Shareholders

If you were a registered shareholder on the record date, you may vote online at the virtual Meeting at https://web.lumiagm.com/298892851. Click on 'I have a Control Number' and you will be prompted to enter your twelve digit TSX Control Number and the password hudbay2020 (case sensitive).

Alternatively, you may give another person authority to represent you and vote your shares online at the virtual Meeting, as described below under the heading ''Voting Your Common Shares by Proxy''.

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 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 on the record date. However, it 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.  You may vote your Hudbay Shares through your intermediary or online at the virtual Meeting by taking the appropriate steps, 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.

Non-registered shareholders 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 through the live webcast at https://web.lumiagm.com/298892851.

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 shareholders may also wish to contact their intermediary directly in order to obtain instructions regarding how to vote Hudbay Shares that they beneficially own.

Please note that if you are a NOBO or an OBO and you wish to vote online at the virtual Meeting, you will not be recognized at the Meeting for the purpose of voting Hudbay Shares registered in the name of an intermediary unless you appoint yourself as a proxyholder and register with our transfer agent, TSX Trust Company, by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found at https://tsxtrust.com/resource/en/75 (see "Appointing a Proxyholder" below).  In order to do this, you should follow the instructions on the voting instruction form ("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 deadline for the receipt of proxies. 

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 enclosed form of proxy or VIF.  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 10:00 a.m. (Eastern Time) on May 19, 2020, 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:

• by mail to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1 (a pre-paid, pre-addressed return envelope is enclosed);

• by courier to TSX Trust Company, Suite 301, 100 Adelaide Street West, Toronto, Ontario M5H 4H1;

• by fax to +1-416-595-9593; or

• by internet at www.voteproxyonline.com.

Non-registered shareholders may provide their voting instructions by mail, by telephone or online at www.proxyvote.com by following the instructions in the enclosed 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 10:00 a.m. (Eastern Time) on May 19, 2020 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:

• FOR the election of each of the ten director nominees;

• FOR the appointment of Deloitte LLP as our auditor for 2020 and the authorization of the Board, upon the recommendation of the Audit Committee, to fix the auditor's remuneration; and

• FOR the non-binding advisory resolution approving our approach to executive compensation.

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 Chair and our President and Chief Executive Officer, are appointed to act as your proxyholder.

Shareholders who wish to appoint a person other than the management nominees identified on the form of proxy or voting instruction form (including a non-registered shareholder who wishes to appoint themselves to attend) 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, by emailing tsxtrustproxyvoting@tmx.com the "Request for Control Number" form, which can be found at https://tsxtrust.com/resource/en/75, 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.

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 10:00 a.m. (Eastern Time) on May 19, 2020 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, at 25 York Street, Suite 800, Toronto, Ontario, M5J 2V5 or by facsimile at (416) 362-7844; 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. If you have already voted by proxy and you vote again during the online ballot during the Meeting, your online vote during the Meeting will revoke your previously submitted proxy. If you have already voted by proxy and do not wish to revoke your previously submitted proxy, do not vote again during the online ballot vote.

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.

ADDITIONAL MATTERS PRESENTED AT THE MEETING

The enclosed 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.  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 proxies 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 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 April 9, 2020, 261,272,151 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, the persons 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 are as follows:

1. On the basis of 261,272,151 Hudbay Shares outstanding as of April 9, 2020.

2. According to Waterton Global Resource Management, Inc.'s System for Electronic Disclosure by Insiders report as of April 6, 2020.

3. According to GMT Capital Corp.'s System for Electronic Disclosure by Insiders report as of March 26, 2020.

4. According to Letko, Brosseau & Associates, Inc.'s Schedule 13G dated January 28, 2020 filed on EDGAR.

NOTICE TO UNITED STATES SHAREHOLDERS

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.

MATTERS TO BE ACTED UPON AT THE MEETING

1. FINANCIAL STATEMENTS

Our audited consolidated financial statements for the years ended December 31, 2019 and 2018 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. Our board is currently composed of ten directors.  The Board has determined to nominate each of the ten persons listed below for election as a director at the Meeting.  All of the nominees are current members of our Board (See "Nominees for Election as Directors" below).  The Board recommends that shareholders vote FOR the election of each of the ten nominees as directors.

Each director elected 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.

Pursuant to the settlement agreement we entered into with Waterton Global Resource Management Inc. on May 3, 2019, as amended on March 16, 2020 (the "Waterton Agreement"), we agreed to nominate Messrs. Kukielski, Muñiz Quintanilla and Smith for election as directors at our annual shareholders' meetings in 2019 and 2020. Other than the Waterton Agreement, there are no contracts, arrangements or understandings between any director or executive officer or any other person pursuant to which any of the nominees has been nominated.

Majority Voting Policy

Pursuant to our Corporate Governance Guidelines (a copy of which can be found at Schedule "A"), we have adopted a majority voting policy governing the election of directors.  Pursuant to such policy, a nominee proposed for election as a director who receives a greater number of votes "withheld" than votes "for" his or her election must immediately offer to tender his or her resignation (which would be effective upon acceptance by the Board) to the Chair of the Board.  The Corporate Governance and Nominating Committee (the "CGN Committee") will expeditiously consider, and make a recommendation to the Board whether to accept, that offer to resign.  The Board of Directors will accept the offer to resign, absent exceptional circumstances, and within 90 days following the meeting of shareholders.  The Corporate Governance Guidelines provide that a director who offers to tender his or her resignation in this context should not participate in the deliberations of the Board or any of its Committees pertaining to such resignation.  This policy applies only in circumstances involving an uncontested election of directors, being one in which 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.

On a vote by a show of hands, each of the nine incumbent nominees listed below was elected as a director of Hudbay at our annual and special meeting of shareholders held on May 7, 2019 in Toronto, Ontario (the "2019 meeting").  We received proxies representing 209,195,393 Hudbay Shares in connection with the 2019 meeting.  Based on these proxies, each director received the following favourable votes cast by proxy:

Nominees for Election as Directors

Unless authority to do so with respect to one or more directors is withheld, the persons named in the accompanying form of proxy intend to vote FOR the election of each of the nominees whose names are set forth below:

Alan R. Hibben, who had been a director since June 2009 and Chair since May 2017, retired from the Board on February 19, 2020. The Board would like to thank Mr. Hibben for his dedicated service to Hudbay.

Stephen A. Lang was appointed a director and Chair of Hudbay in October, 2019.  Mr. Lang has over 40 years of experience in mining operations and this combined with his business and board leadership experience is a great asset to our Board.

Following the appointment of Mr. Lang as Board Chair, the Board renewal process contemplated by the Waterton Agreement is complete and we have a refreshed Board that includes five new directors appointed over the past year.

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 proposed nominee. Unless authority to do so with respect to one or more directors is withheld, the persons named in the accompanying form of proxy intend to vote FOR the nominee for election as a director.

^{_____________________________________
1} Euro Ressources S.A. is an indirect, majority owned subsidiary of IAMGOLD.

^{_____________________________
2} Mr. Lang is not standing for re-election to Centerra Gold Inc.'s Board of Directors and his tenure as a director will end on May 1, 2020.

1. The Hudbay Shares indicated for each Hudbay Nominee are those beneficially owned, directly or indirectly, or over which control or direction is exercised, by the nominee as at March 13, 2020, except for Mr. Lang's share ownership which is as of March 24, 2020.  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 Hudbay Nominee. Unless otherwise indicated, beneficial ownership is direct and the Hudbay Nominee has sole voting and investment power.

2. Based on the $2.39 closing price of Common Shares on the Toronto Stock Exchange on March 13, 2020.

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; or

• 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.

Stephen A. Lang was a director of Hycroft Mining Corporation ("Hycroft"), (formerly Allied Nevada Gold Corp.) which, on March 10, 2015, together with certain of its direct and indirect subsidiaries, filed voluntary petitions of relief under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware (the "Delaware Bankruptcy Court"). On October 8, 2015, Hycroft's Plan of Reorganization was approved by the Delaware Bankruptcy Court, and effective October 22, 2015, Hycroft completed its financial restructuring process and emerged from Chapter 11 bankruptcy.

Carin S. Knickel is a director of Whiting Petroleum Corporation, which together with certain subsidiaries, commenced voluntary Chapter 11 cases under the United States Bankruptcy Code on March 31, 2020.

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, 2019, Deloitte was paid $2,464,702 for audit services, $122,396 for audit-related services and $96,600 for all other fees.  Deloitte was not paid any fees for tax-related services in 2019.  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, 2019 under the heading "Audit Committee Disclosure".  Our Annual Information Form may be found on our website at www.hudbay.com, on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

The Board recommends that shareholders vote FOR the appointment of Deloitte as Hudbay's auditor and the authorization of the Board, upon the recommendation of the Audit Committee, to fix the auditor's remuneration.

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.

The Board recommends that shareholders vote FOR the advisory resolution approving Hudbay's approach to executive compensation.

STATEMENT OF CORPORATE GOVERNANCE PRACTICES

Our Board believes that sound corporate governance practices are essential to the effective management of Hudbay and the protection of its employees and shareholders.  Our Board oversees the management of our business and affairs with a view to ensuring that shareholder value is enhanced and the highest standards of ethical conduct are adhered to.

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.

We regularly monitor 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 shareholders.

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 www.hudbay.com. The following is a description of Hudbay's corporate governance practices as approved by the Board.

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:

• 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 strategic, operational, reporting and compliance 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 us, 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 nine of the ten 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.

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.  Currently, none of our directors sit together on the board of directors of any other 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, none of our directors sit on the boards of more than four 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 nominee directors 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, working with the Chief Executive Officer to ensure that the Board is appropriately involved in approving and supervising Hudbay's strategy and recommending procedures to enhance the work of the Board.  The Board has also adopted a position description for the Chair of each of the Board Committees.  The full position descriptions of the Board Chair and the Chair of each Committee, including a complete list of their responsibilities, which have been approved by the Board, are available on our website at www.hudbay.com.

CEO Position Description

The Board has approved a position description for the Chief Executive Officer (available on our website at 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 reports formally to the Board, as well as less formally through discussions with members of the Board, to advise the Board on a timely basis of management's current and proposed courses of action.  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 identifying skills and areas of expertise that are desirable to add to the Board, 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.  In doing so, the CGN Committee applies a number of criteria in assessing individuals that may be qualified to become directors and members of Committees.  The following Board skills matrix sets out the skills and expertise that the Board considers important to fulfill its oversight role in respect of Hudbay, the specific skills and expertise of each director nominee and reflects the current strengths of the Board as a whole.

Each director is required to complete a self-assessment of his or her skills and such data is compiled into the matrix.  The Board skills matrix is maintained to identify and evaluate the competencies and skills of its members based on the individual experience and background of each director and to identify areas for strengthening the Board, if any, and address them through the recruitment of new members.

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 (including representation of Aboriginal peoples, persons with disabilities and visible minorities, 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.

Board and Committee Evaluations

Annually, under the supervision of the CGN Committee, the directors conduct a formal evaluation of the performance and effectiveness of the Board and its Committees.  As part of this process, each director is interviewed by a member of the CGN Committee to assess the performance of the Board and the individual directors, the independence of the Board, its relationship with senior management, the performance of the Chair and any other issues of concern.  The results of these interviews were reviewed by the CGN Committee at its meeting on February 20, 2020, then reported to the Board by the Chair of the CGN Committee. A formal written report was then circulated to the directors and members of senior management, and the Chair of the CGN Committee, the Board Chair and the President and CEO are working to ensure the recommendations contained in the report are implemented.

Members of each Committee are also 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.

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 renewal, as evidenced by the addition of five new directors in the past year. As part of this focus on board renewal, the Board is vigilant in monitoring the performance of each director and will ask directors who are no longer able to contribute effectively due to age or other factors to step down from the Board.

Board and Committee Meetings and Attendance

The Board meets a minimum of four times per year and as otherwise required.  Typically, each committee of the Board meets at least four times each year, 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 table below provides details regarding director attendance at Board and committee meetings held during the year ended December 31, 2019 for those directors elected or appointed in 2019.

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, 2019, 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 series of documents which includes, among other things, information about the duties and obligations of directors (including copies of the Board charter, Committee charters and Hudbay policies), descriptions of our organizational structure, operations and 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 and attend site visits at our key properties within a short period after joining the Board.  New directors are also invited to sit in on meetings of Committees of which they are not a member to get a sense of how these Committees operate.

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 meetings and dinners. This typically involves presentations to the Board by members of management and third party advisers in respect of our business and operations, corporate development, strategy, legal and regulatory matters, corporate social responsibility and industry trends and practices. In 2019, our directors participated in the following site visits:

• Constancia site visits: Three of our independent directors, Daniel Muñiz Quintanilla, Richard Howes and David S. Smith attended a site visit at the Constancia mine in September 2019, and our Board Chair, Stephen A. Lang and Peter Kukielski visited Constancia in early January, 2020. At each site visit, the directors met with senior operations personnel, received presentations on operations, safety and community relations and toured the operations.

• Manitoba site visit: One of our independent directors, Daniel Muñiz Quintanilla, attended a site visit at our Manitoba operations in July 2019, where he toured our operations and received presentations from management. In addition, two of our independent directors, Sarah B. Kavanagh and Carin S. Knickel visited our Manitoba operations in May 2019 and they also led a leadership presentation with the Hudbay Women's Network.

Our directors frequently discuss strategy with management, and they did so a number of times in 2020, including a dedicated half-day session in December 2019.

DIVERSITY POLICY

In 2015, the Board amended our Corporate Governance Guidelines (a copy of which can be found at Schedule "A") to include a written policy for the identification and nomination of director candidates who are diverse in many respects, including gender. In March 2020, the Board approved a standalone written Diversity Policy to supplement our Corporate Governance Guidelines. 

Our Diversity Policy seeks to ensure a diverse representation of women and designated groups (Aboriginal peoples, persons with disabilities and visible minorities) among the members of our Board and senior management.  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, senior management and across the organization.

The CGN Committee is responsible for ensuring the objectives of our Diversity Policy are applied in identifying and evaluating candidates for the Board and the CEO is tasked with ensuring this with respect to senior management positions.  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 (including representation of Aboriginal 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.

To promote gender diversity, the Hudbay Women's Network ("HBWN"), was founded in 2018 by two female employees in our Manitoba Business Unit. The HBWN's founding principle is gender inclusion, and its goal is to support, connect and empower Hudbay employees by providing a vehicle for professional growth and a strong voice.

Although we do not have specific targets regarding directors and executive officers for each of the designated groups, we believe that our Diversity Policy and Corporate Governance Guidelines sufficiently encourage our CGN Committee and management to consider the current number of women and members of designated groups when selecting director candidates and senior management.

Hudbay intends to measure the effectiveness of its Diversity Policy by looking at the increase in female representation and representation of other designated groups on the Board and in senior management positions over time. The Board presently has three female directors, Carol T. Banducci, Sarah B. Kavanagh and Carin S. Knickel.

The number and percentage of our current directors and senior management who are women is as follows:

The number and percentage of our current directors and executive officers who identify as a member of a designated group is as follows:

1. None of our current directors or executive officers identify as Aboriginal peoples or persons with disabilities.

COMMITTEES OF THE BOARD

The Board has established five standing Committees to assist it in discharging its mandate. In addition, in 2019, the Board formed an ad hoc Search Committee comprised of Ms. Knickel, as Chair, and Messrs. Osborne and Smith to lead the search for a new Board Chair. The roles of the five standing Committees are outlined below and their charters may be viewed on our website at www.hudbay.com.

Independence of Committees

The members of the Board's Committees are appointed by the Board upon the recommendation of the CGN Committee.  All of our directors who are currently members of Committees of the Board are independent directors within the meaning of applicable securities laws and the categorical standards set out in our Corporate Governance Guidelines.

Audit Committee

Members: Carol Banducci (Chair), Daniel Muñiz Quintanilla and Colin Osborne.

The duties of the Audit Committee include making recommendations to the Board with respect to our quarterly and annual financial results, including management's discussion and analysis thereof, and reporting to the Board any issues of which the Audit Committee is aware respecting the quality or integrity of our financial statements, any significant financial reporting issues and judgments made in connection with the preparation of our financial statements and the adequacy of our internal controls.  The Audit Committee also oversees the performance of our independent auditor and the scope of its audit, as well as our internal audit function and our enterprise risk management and insurance programs.  The Audit Committee receives regular reports from management on internal audit, risk management, tax strategy, insurance, litigation, compliance with our Code of Business Conduct and Ethics (the "Code"), pension matters and other matters.  In addition, the Audit Committee is responsible for overseeing investigations relating to any complaints received by our third party whistleblower service and for ensuring that appropriate resources are allocated to such investigations.

In 2019, the Audit Committee's activities also included receiving presentations from management on various current issues, including information technology strategy and risk management; pension plan governance; effective tax rates; and succession planning for the Finance group.

The Audit Committee meets at least quarterly and meets separately with senior management periodically, and with the independent auditor and internal audit group as appropriate.  All regular meetings of the Audit Committee include a session at which only members of the Audit Committee are present, a session at which the head of internal audit is present with the Audit Committee without other members of management present and a session at which only the independent auditor is present with the Audit Committee.

None of the members of the Audit Committee may serve on the audit committee of more than three reporting issuers in addition to Hudbay without the prior approval of the Audit Committee, the CGN Committee and the Board. No member of the Audit Committee serves on the audit committee of more than two other reporting issuers.

Information about the remuneration of the independent auditor for the last two years is contained in Hudbay's Annual Information Form ("AIF") for the year ended December 31, 2019 under the heading "Audit Committee Disclosure" and a copy of the Audit Committee's charter is attached as Schedule "C" to the AIF. Our AIF may be found on SEDAR at www.sedar.com and EDGAR at www.sec.gov.

Compensation and Human Resources Committee

Members: Carin S. Knickel (Chair), Richard Howes, Stephen A. Lang and David S. Smith.

The Compensation and Human Resources Committee assists the Board in discharging its responsibilities relating to recruitment, development and retention of senior management, performance evaluations and compensation of senior management, senior management succession planning, compensation structure for the Board and senior management, including salaries, annual and long-term incentive plans and plans involving share issuances, share unit awards and share ownership guidelines.  In 2019 and early 2020, the Committee made recommendations to the Board respecting Peter Kukielski's compensation as Interim CEO and as President and CEO.

For a detailed discussion of the role of the Compensation and Human Resources Committee and its activities in 2019 see "Statement of Executive Compensation".

Corporate Governance and Nominating Committee

Members: David S. Smith (Chair), Sarah Kavanagh, Carin Knickel and Stephen A. Lang.

The CGN Committee makes recommendations to the Board as to the size of the Board, standards for director independence, nominees for election as directors, the composition of Committees and development of appropriate corporate governance policies and guidelines.  In addition, it is responsible for administering the Code and the Confidentiality and Insider Trading Policy, assisting the Board and the Committees in their annual review of their performance, reviewing the relationship between the Board and senior management and undertaking such other initiatives that may be necessary or desirable to enable the Board to provide effective corporate governance.  The CGN Committee views its most important role as assessing the Board's ability to make effective decisions and to ensure the effective governance of Hudbay.

In 2019 and early 2020, the CGN Committee's activities included leading the search for a President and Chief Executive Officer, which culminated in Peter Kukielski's appointment in January 2020. The CGN Committee also recommended the adoption of certain new governance policies, including a new Diversity Policy, in early 2020.

Environmental, Health, Safety and Sustainability Committee

Members: Sarah Kavanagh (Chair), Carol Banducci, Igor Gonzales and Daniel Muñiz Quintanilla.

The purpose of the Environmental, Health, Safety and Sustainability Committee (the "EHSS Committee") is to assist the Board in discharging its responsibilities relating to its oversight of our policies, programs and systems relating to environment, health, safety and sustainability, and monitoring legal and regulatory issues to ensure our compliance with applicable legislation, rules and regulations and management best practices.

The EHSS Committee receives quarterly reports from management, which include reports on health and safety incidents that occurred during the quarter across all of our operations, as well as measures taken to reduce the likelihood of such incidents occurring in the future, any non-compliances with applicable environmental regulations, and any internal and external environmental, health and safety audits conducted during the quarter.  In addition, it is responsible for communicating throughout Hudbay the importance of developing a culture of environmental and community responsibility and ensuring that, with respect to matters under our control, we operate in a climate that fosters the improvement of socio-economic conditions in the communities in which we operate.  The EHSS Committee also receives regular reports on the management systems at our operations and reviews and recommends our Annual & CSR Report for approval.

In 2019, the EHSS Committee's activities included receiving reports from management on climate change issues, tailings governance standards and social projects in Peru; and, in 2020, the EHSS Committee's activities included oversight of management's business preparedness plans in light of the COVID-19 pandemic.

Technical Committee

Members: Colin Osborne (Chair), Igor Gonzales, Richard Howes and Stephen A. Lang.

The Technical Committee assists the Board in its oversight of technical and operational matters, including receiving regular updates from management on key technical and operational issues and initiatives, overseeing reserve/resource calculations, reviewing operational budgets, receiving reports on production and cost performance, assessing our systems and processes for reviewing technical risks and technical controls in place at our operations, and discussing with management the technical merits of proposed acquisition targets and significant operational initiatives proposed to be undertaken.

In 2019, the Technical Committee's activities included overseeing the preparation of the Lalor and Snow Lake operations Technical Report, reviewing our exploration strategy, monitoring the refurbishment of the New Britannia mill and reviewing the technical merits of certain corporate development opportunities; and in 2020, the Technical Committee's activities included reviewing Hudbay's tailings governance systems.

SUCCESSION PLANNING FOR EXECUTIVE OFFICERS

Hudbay has a formal process for succession planning for its executive officers.  At its meeting on November 11, 2019, the Board received a report from management on succession planning for executives below the CEO level. When discussing succession planning, the Chief Executive Officer is solicited for his input on succession planning for his direct reports and other executives. CEO succession planning is discussed during in camera meetings of the Compensation and Human Resources Committee and the full Board.  At these meetings, the Compensation and Human Resources Committee and Board consider candidates with long-term potential to serve as Hudbay's CEO and they also identify candidates who could step into the role immediately in the event the CEO departs unexpectedly.

ETHICAL BUSINESS CONDUCT

As part of its commitment to maintaining the highest ethical standards, the Board has adopted a Code of Business Conduct and Ethics (the "Code") which was revised in December, 2019. The Code applies to all of our directors, officers and employees, our subsidiaries and affiliates and other persons in similar relationships with those entities.  The Code addresses such matters as compliance with laws, conflicts of interest, confidential information, protection and proper use of Hudbay assets, fair dealing, rules and regulations and the reporting of illegal and unethical behaviour, including laws prohibiting improper payments to government officials.

In addition, we have adopted a Certification Policy, in accordance with which new employees must read the Code when hired or appointed and acknowledge that they will abide by the Code.  The Certification Policy also requires that all directors, officers and active employees across the organization certify their understanding of the Code and acknowledge that they will abide by the Code on an annual basis.  We regularly conduct training sessions across the organization relating to the applicable laws prohibiting bribery, to ensure that employees, especially those who may interact with government and other third parties, understand such laws and know how to comply with them.  In early 2020, we completed an online certification and training campaign in which all active employees were provided copies of the Code and our key compliance policies (including anti-corruption policies), asked to e-sign the policies to certify their compliance therewith and complete a training program in respect of such policies. In addition, in late 2019, our COO and Vice President and General Counsel carried out a compliance training program for the senior leadership team in Peru.

The Board has also adopted a Statement on Anti-Corruption to further demonstrate our commitment to conducting business honestly, ethically and in compliance with the laws of the jurisdictions in which we operate and have assets.  In addition, our Global Supplier Due Diligence Policy and our Supplier Code of Conduct and Ethics are intended to ensure that we and our subsidiaries transact with suppliers who share our expectations for ethical conduct.

We encourage personnel who become aware of a conflict or potential conflict or departure from the Code to bring it to the attention of a supervisor or department head.  The Board has adopted a policy (the "Whistleblower Policy") for employees and others to report concerns regarding, among other things, violations of the Code or anti-bribery legislation or concerns regarding financial statement disclosure issues, accounting, internal accounting controls or auditing matters.  These concerns may be reported to the Chair of the Audit Committee, who will promptly conduct or mandate an individual, who may be a member of senior management or another person, to conduct a thorough investigation of the complaint. In addition, under the Whistleblower Policy, Hudbay has a third party hotline and website that allows individuals to report any concerns about inappropriate business conduct confidentially and anonymously.  These concerns can be reported online, by mail or by phone.

The Board, through the Audit Committee, monitors compliance with the Code. Hudbay's Vice President and General Counsel provides day-to-day management over Hudbay's global compliance with the Code and other core policies, including management of our Whistleblower Policy and program, and reporting quarterly on such matters to the Audit Committee.

Any waivers of the Code for directors or members of senior management may only be granted by the Board.  The Board did not grant any waiver of the Code in 2019.  In the unlikely event of such a waiver, it will be disclosed to shareholders as required by applicable law.

A copy of the Code may be accessed on our website at www.hudbay.com or on Hudbay's profile on SEDAR at www.sedar.com and EDGAR at www.sec.gov. Copies of the Whistleblower Policy, Supplier Code of Conduct and Ethics and the Statement on Anti-Corruption may be accessed on our website at www.hudbay.com.

DISCLOSURE POLICY

In addition to our timely and continuous disclosure obligations under applicable law, we also have a formal policy for dealing with analysts, shareholders and the financial press.  Our Disclosure Policy is intended to ensure that we provide timely disclosure of material information in a manner that is broadly accessible on a non-exclusionary basis by all market participants.

Hudbay's management has established a Disclosure Committee that is responsible for ensuring that information is disclosed in accordance with the Disclosure Policy and otherwise in accordance with applicable securities laws.  The members of the Disclosure Committee generally includes the President and Chief Executive Officer, the Senior Vice President and Chief Financial Officer, the Senior Vice President and Chief Operating Officer, the Senior Vice President, Corporate Development and Strategy, the Vice President and General Counsel, the Director, Investor Relations and such other members of senior management as shall be deemed appropriate from time to time by the Disclosure Committee.

The Disclosure Committee reviews and supervises the preparation of all news releases and public filings prior to their release and assists Hudbay management with their evaluation of the effectiveness of our disclosure controls.  In addition, the Board gives final approval of material disclosure items and all news releases and public filings disclosing Hudbay's financial performance are reviewed by the Audit Committee, which ultimately recommends such disclosure for approval by the Board.

STRATEGIC PLANNING AND RISK MANAGEMENT

A key element of the Board's responsibilities is to review the principal strategic, operational, reporting and compliance 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 is ultimately responsible for providing overall governance of the risk management function, by approving the risk management policy and assessing the risk associated with Hudbay's strategy and corporate objectives, ensuring senior management has instituted processes to identify and inform the Board of material risks the company faces, and overseeing management of top tier risks through quarterly risk reporting (including the trends and potential impact of such risks) provided by management to the Board and its committees, as appropriate.

The Audit Committee is responsible for assisting the Board and its Committees in their oversight and evaluation of the risk management process.  In this capacity, the Audit Committee is responsible for, among other things, reviewing and overseeing our Risk Management Policy, approving a formalized, disciplined and integrated risk management process that is developed by senior management and, as appropriate, the Board and its Committees, to monitor, manage and report principal risks, reviewing the quarterly risk reporting provided by the risk management team and meeting with management to review and discuss management's timely identification of the most significant risks.  Among its responsibilities, management is responsible for the effective and timely management of risks and for creating a supportive environment that encourages risk management practices.

Our Vice President, Risk Management is responsible for establishing a flexible, risk-based annual audit plan to determine the priorities of the internal audit function, consistent with Hudbay's strategic plan and aligned with the enterprise risk management program, including but not limited to risk registers and risk appetite and tolerance levels.  The Audit Committee approves the annual internal audit plan.

SHAREHOLDER ENGAGEMENT

We communicate with our shareholders in a wide variety of ways, including through our website, news releases and other public disclosure documents, investor presentations, industry conferences and meetings with our shareholders.  We also hold conference calls in respect of quarterly earnings releases and major corporate developments and such calls are open to be heard by the public.  Details of the notice of time, place, general substance and method of accessing any such call and instructions as to where the public will be able to access archived audio webcasts of the call are broadly disseminated.

The Board of Directors is committed to engaging in constructive communications with our shareholders and in 2016 the Board adopted a Shareholder Engagement Policy, which is available on our website at www.hudbay.com. In addition to our annual general meeting, during which shareholders have the opportunity to interact with our directors, the policy expresses our directors' interest in meeting with key shareholders to discuss specific matters of mutual interest and concern.  Shareholders may also initiate communication directly with the Board by contacting our Chair by mail or email at:

Hudbay Minerals Inc.

Attention: Chair of the Board

25 York Street, Suite 800

Toronto, Ontario, Canada M5J 2V5
Email: Chair@hudbay.com

Our Chair and other members of our Board and management team have been in frequent contact with many of our shareholders and remain committed to constructive engagement with all shareholders.

THE NEW YORK STOCK EXCHANGE CORPORATE GOVERNANCE LISTING STANDARDS

We, as a "foreign private issuer" in the United States, may rely on home jurisdiction listing standards for compliance with the New York Stock Exchange ("NYSE") Corporate Governance Listing Standards but must comply with the following NYSE rules: (i) the requirement (Section 303A.06) that the Audit Committee meet the standards of Rule 10A 3; (ii) the requirement (Section 303A.11) that we disclose in our annual report or on our website any significant differences between our corporate governance practices and the NYSE listing standards; (iii) the requirement (Section 303A.12(b)) that our CEO notify the NYSE in writing after any executive officer becomes aware of any non-compliance with the applicable provisions of NYSE Corporate Governance Listing Standards; and (iv) the requirement (section 303A.12(c)) that we submit an executed annual written affirmation affirming our compliance with audit committee requirements of Rule 10A 3 or, as may be required from time to time, an interim written affirmation to the NYSE in the event of certain changes to the Audit Committee membership or a member's independence.

As required by the NYSE, a statement of the significant differences between our current corporate governance practices and those currently required for U.S. companies listed on the NYSE is available on our website at www.hudbay.com.

STATEMENT OF EXECUTIVE COMPENSATION

MESSAGE FROM THE CHAIR OF THE COMPENSATION AND HUMAN RESOURCES COMMITTEE

Fellow Shareholders,

The Compensation and Human Resources Committee is pleased to provide you with an overview of Hudbay's performance in 2019 and a summary of our approach to determining the compensation of our executives. Last year, our advisory shareholder vote on executive compensation received approval from 92% of our shareholders. We appreciate the support for our programs and have continued to further advance our executive compensation and its link to the shareholder experience.

Hudbay's Performance in 2019

2019 was a challenging year for Hudbay, which saw significant change at the Board and senior management level. Following resolution of a contested directors' election, we welcomed four new directors at our annual shareholders' meeting. Alan Hair subsequently stepped down as President and CEO, and was replaced by Peter Kukielski. In addition, Alan R. Hibben resigned as our Board Chair in October 2019 and was replaced by Stephen A. Lang.

Even in the face of these changes, our operations team was able to maintain focus and once again deliver strong operating performance. We met our production and cost guidance in Peru and Manitoba and our zinc production in Manitoba exceeded our guidance. Our Constancia mill achieved record throughput and recoveries, and our Lalor and 777 mines both saw significant production increases over the previous year. A very strong safety record in both Peru and Manitoba complemented this operating success.

Our skills at all stages of the mining cycle are evident in our progress in Manitoba last year. We completed reclamation activities on our Reed mine. Our exploration team discovered the 1901 zinc/gold deposit and we significantly increased gold reserves and resources at Lalor. This justified our investment to refurbish the New Britannia mill, which will substantially increase gold recoveries.

In Peru, we avoided production interruptions by maintaining very strong relationships with the local communities and the efforts of our community relations team were rewarded in February 2020 when we announced a community agreement granting Hudbay surface rights to the high grade Pampacancha deposit.

The unexpected revocation of the key permit for our Rosemont project in Arizona, combined with the difficult metals market conditions that persisted throughout most of the year resulted in disappointing share price performance. Looking forward, we remain focused on disciplined capital allocation, as evidence by the low capital intensity, high return projects to develop Pampacancha and refurbish the New Britannia mill. While the COVID-19 crisis and a number of other factors have negatively impacted the copper price in recent months, we are convinced that the long-term fundamentals for copper are very strong and that our shareholders will ultimately be rewarded for their patience.

2019 Compensation Decisions and Outcomes

The factors described above were reflected in the corporate scorecard used to determine awards under our short-term incentive program (STIP), resulting in a score of 81/100, which the Committee feels reflects our overall performance in 2019. Additional detail on the corporate scorecard is included in the Compensation Discussion and Analysis that follows.

In 2019 and early 2020, the Compensation and Human Resources Committee oversaw a substantial redesign to our long-term incentive program (LTIP), with the objective of enhancing the alignment of our LTIP outcomes with the shareholder experience and our mid- to long-term performance and strategic goals. In previous years, LTIP awards were made in the form of time-vested share units (RSUs), the aggregate value of which was determined based on prior year performance (i.e. in the same manner as STIP awards), plus an adjustment based on relative total shareholder return.

Our redesigned LTIP was approved and implemented for the grant made in early 2020 to our executives and includes a combination of:

• 50% in performance share units (PSUs) that vest after three years subject to performance and vesting conditions based on total shareholder return against a group of base metals peers and return on invested capital (ROIC);
• 25% in restricted share units (RSUs) that vest after three years; and
• 25% in share options that vest equally over three years and remain exercisable for seven years.

Additional detail on our redesigned LTIP is in the Compensation Discussion and Analysis that follows.

2020 Executive Compensation

Benchmarking conducted by the Committee's compensation consultant in 2019 indicated that our senior executives' target compensation is at or near the market median. As a result, our non-CEO executives received base salary increases of 2.5%, consistent with base salary increases provided to our corporate office employees. No other changes were made to these individuals' target compensation levels. Peter Kukielski's compensation as our President and CEO was set with reference to the compensation paid for the CEO role among our compensation peers.

In addition, as we look ahead to 2020 executive compensation, the Committee is focused on how to oversee and evaluate the company and executive team's performance in light of the difficult challenges presented by the COVID-19 pandemic. The Committee is sensitive to the shareholder experience thus far in 2020 and remains committed to good governance, transparent disclosure and a productive dialogue with our shareholders with respect to our executive compensation program.

Shareholder Engagement

Our Board welcomes constructive engagement with our shareholders. In late 2019 and early 2020 our Board Chair, Stephen A. Lang and other directors met with several of our shareholders to discuss corporate governance, strategy and executive compensation. Our Shareholder Engagement Policy is available on our website at www.hudbay.com. The policy expresses our directors' interest in meeting with shareholders to discuss matters of mutual interest and concern. Shareholders may initiate communication with the Board by contacting our Board Chair by mail or email at:

Hudbay Minerals Inc.
Attention: Board Chair
25 York Street, Suite 800 Toronto, Ontario, Canada M5J 2V5
Email: chair@hudbay.com

The Committee welcomes further dialogue with shareholders as we continue our efforts to structure programs aligned with long-term shareholder value. Feel free to reach out to us directly and we will be available at our annual shareholders' meeting to answer any of your questions.

Sincerely,

Carin S. Knickel, Chair of the Compensation and Human Resources Committee

Executive Summary

Below we provide an overview of our approach to executive compensation and summaries of 2019 pay decisions and changes to our executive and director compensation programs for 2020. Please refer to the Compensation Discussion and Analysis, starting at page 38 for further details.

COMPENSATION PHILOSOPHY

Our executive compensation philosophy is to:

• provide competitive compensation to attract and retain a talented and high-achieving executive team;
• appropriately incent our executives to achieve our strategic and operational objectives; and
• align the interests of our executives with the long-term interests of our shareholders.

Accordingly, our compensation program is structured with the following elements in mind:

• a significant portion of total compensation is variable and "at risk" and linked to corporate and individual achievements tied to our strategic plan;
• our compensation program, along with our equity ownership guidelines and employee share purchase plan, fosters share ownership among our executive team; and
• we generally target our executives' compensation at the market median.

COMMITMENT TO TRANSPARENCY, GOOD GOVERNANCE AND RISK MITIGATION

The Committee and the Board are committed to good governance, transparent disclosure and a productive dialogue with our shareholders about our executive compensation program. The Committee considers the risks associated with our compensation policies and practices and is comfortable that they are not likely to have a material adverse effect on Hudbay.

The following list highlights key policies and practices that have been adopted by Hudbay, which we believe are in the best interest of shareholders and align with corporate governance best practices:

SUMMARY OF KEY ELEMENTS OF EXECUTIVE COMPENSATION

Our executives' "total direct compensation" consists of base salary, an annual short-term incentive cash bonus ("STIP") and long-term equity-based incentives ("LTIP").

79% of our CEO's total target compensation in 2020 and an average of 69% of our other NEOs' actual total direct compensation in 2019 is variable and at-risk.

PAY OUTCOMES FOR 2019

The table below summarizes the results for Hudbay's 2019 corporate scorecard.  More details can be found in "Components of Hudbay's Executive Compensation Program - Short-Term Incentive Plan (STIP)".

Long-Term Incentive Plan Design

In 2019 and early 2020, the Compensation and Human Resources Committee oversaw a substantial redesign of our long-term incentive program (LTIP) with the objective of enhancing the alignment of our LTIP outcomes with the shareholder experience and our mid- to long-term performance and strategic goals.

For the LTIP award made in February 2020, the Board adopted:

• PSUs which vest after three years and are performance-conditioned based on a mix of relative total shareholder return ("relative TSR"), as to 75% of the grant, and return on invested capital ("ROIC") as to 25% of the grant;
• RSUs, which vest after three years; and
• Options, which vest ratably over three years and remain exercisable for seven years.

These changes are intended to increase the alignment with the shareholder experience and the company's mid- to long-term performance.

CEO COMPENSATION

2019 Compensation

Peter Kukielski was appointed Interim CEO effective July 9, 2019, replacing Alan Hair. While serving as Interim CEO, Mr. Kukielski received a base salary of $77,500 per month and a monthly grant of deferred share units (DSUs) worth $77,500. Our agreement with Mr. Kukielski also provided that if he remained in the interim role until a permanent CEO was hired, he would be entitled to an additional DSU grant worth up to 50% of the value of the DSUs he received while serving as Interim CEO. Mr. Kukielski was announced as President and CEO on January 22, 2020. In accordance with his agreement, on February 20, 2020, the Board authorized an additional DSU grant to Mr. Kukielski with a value of $250,138, representing 50% of the value of the DSUs he otherwise received for serving as Interim CEO.

2020 Compensation

Mr. Kukielski's compensation as President and CEO was set with reference to the median compensation paid to the CEOs in our compensation benchmarking group. His base salary, STIP target and LTIP target are shown in the table below:

Compensation Discussion and Analysis

COMPENSATION AND HUMAN RESOURCES COMMITTEE

Membership and Relevant Experience

The members of the Compensation and Human Resources Committee (the "Committee") are Carin S. Knickel (Chair), Richard Howes, Stephen A. Lang and David S. Smith. Each member is independent within the meaning of National Instrument 58-101 - Disclosure of Corporate Governance Practices. In addition, each member brings relevant and diverse experience, which provides the Committee with the proper context to assess the suitability of our compensation policies and practices.

• Ms. Knickel, the Chair of the Committee, has served on the compensation committees of Rosetta Resources, Whiting Petroleum and Vermilion Energy.  She has significant resource industry and executive compensation experience, including acting as Corporate Vice President, Global Human Resources of ConocoPhillips from 2003 until her retirement in May 2012. While in this role, Ms. Knickel was the senior management representative assisting and advising ConocoPhillips' Compensation Committee.  She joined ConocoPhillips in 1979 and held various senior operating, planning, and business development positions throughout her career in the U.S. and Europe.

• Mr. Howes recently announced his retirement as President and Chief Executive Officer of Dundee Precious Metals Inc., effective May 7, 2020.  He joined Dundee Precious Metals in 2009 and held senior positions until his appointment as President and Chief Executive Officer in April 2013. 

• Mr. Lang was Chief Executive Officer of Centerra Gold Inc. from 2008 to 2012 and served as Centerra's Board Chair from 2012 to 2019.  He has over 40 years of experience in the mining industry, including engineering, development and production at gold, copper, coal and platinum group metals operations. He has served on the Compensation Committees of Alio Gold Inc., International Tower Hill Mines Ltd. and Centerra Gold Inc.

• Mr. Smith has over 30 years of financial and executive leadership experience including serving as Chief Financial Officer and Executive Vice President of Finning International Inc., a major equipment supplier to the mining industry from 2009 to 2014.  He has served on the Compensation Committees of Dominion Diamond Corporation and Nevsun Resources Ltd.

Committee Mandate

The Committee assists the Board in discharging its responsibilities relating to recruitment, development and retention of senior management, officer appointments, performance evaluations of senior management, succession planning, compensation structure for the Board and senior management, including salaries, annual and long-term incentive plans and share ownership guidelines.

The responsibilities of the Committee, as set forth in its Charter, are available on our website at www.hudbay.com.

EXECUTIVE COMPENSATION OVERVIEW

Named Executive Officers

For 2019, our Named Executive Officers, referred to as our NEOs, were:

• Peter Kukielski, Interim President and Chief Executive Officer (Interim CEO);
• Alan Hair, former President and Chief Executive Officer (former CEO);
• Cashel A. Meagher, Senior Vice President and Chief Operating Officer (COO);
• David S. Bryson, Senior Vice President and Chief Financial Officer (CFO);
• Eugene Lei, Senior Vice President, Corporate Development and Strategy; and
• Patrick Donnelly, Vice President and General Counsel.

Compensation Philosophy

Our executive compensation philosophy is to:

• provide competitive compensation to attract and retain a talented and high-achieving executive team;
• appropriately incent our executives to achieve our strategic and operational objectives; and
• align the interests of our executives with the long-term interests of our shareholders.

Accordingly, and as outlined throughout this Compensation Discussion & Analysis, our compensation program is structured with the following elements in mind:

• a significant portion of total compensation is variable and "at risk" and linked to corporate and individual achievements tied to our strategic plan;
• our compensation program, along with our equity ownership guidelines and employee share purchase plan, fosters share ownership among our executive team; and
• we generally target our executive's compensation at the market median.

Compensation Comparator Group

The compensation comparator group shown below was approved by the Committee in 2018 for the purpose of determining where our executives were compensated in relation to their peers to facilitate decisions for 2019 target pay levels. Compensation for our Vice Presidents (including Mr. Donnelly, our VP and General Counsel) was determined using industry surveys and internal considerations.

The criteria used to develop the compensation comparator group are as follows:

In 2019, the Committee reviewed the compensation comparator group for the purposes of making decisions for 2020 target pay levels. Detour Gold Corporation and Royal Gold, Inc. were removed from the compensation peer group due to significant management turnover in the case of Detour, and a larger market capitalization and different business model in the case of Royal Gold. Kinross Gold Corporation, Centerra Gold and Pan American Silver were added to the group as peers that fit within our criteria.

Compensation Governance

Committee Activities

Since July 2018, the Committee has undertaken the following activities related to the 2019 and 2020 compensation process:

Roles of Management and Independent Advisor

The Committee works closely with our management team and the Committee's independent advisor in performing the activities outlined below.

The table below outlines the fees paid to Hugessen over the last two years for executive compensation related services. Hugessen did not provide any other services in either year.

The additional work undertaken by Hugessen for the Committee in 2019 related primarily to the redesign of our LTIP program.

Compensation Risk Management

Commitment to Transparency, Good Governance, and Risk Mitigation

The Committee and the Board are committed to good governance, transparent disclosure and a productive dialogue with our shareholders regarding our executive compensation program. The Committee considers the risks associated with our compensation policies and practices and is comfortable that they are not likely to have a material adverse effect on Hudbay.

Our Audit Committee has been tasked by the Board with overseeing our Enterprise Risk Management program. As part of this program, key risks that could impact us are identified and assessed, and mitigation plans are put in place. Succession planning, recruitment and retention have been identified as key risks and the Compensation and Human Resources Committee receives quarterly updates on the risk drivers and mitigation plans in respect of these risks.

Clawback Policy

The Board has adopted an executive incentive compensation recoupment policy (a "clawback policy") to further align the interests of management and our shareholders, as follows:

Equity Ownership Guidelines

To align executive and shareholder interests, the Board has established a policy that requires executives to own a minimum number of Hudbay shares and share units, as follows:

Equity ownership guidelines also apply to our directors, as described under "Director Compensation" below.

Our current NEOs' progress in meeting our share ownership guidelines as at March 13, 2020 is shown in the following table:

1. Includes the grant date value of share units held and the acquisition value of Hudbay Shares held. In the case of Mr. Kukielski, the totals under "Share Units" include deferred share units held, other than the $250,138 of additional deferred share units that Mr. Kukielski will be granted for having served as interim CEO until the appointment of a permanent CEO, as described under "CEO Compensation" above.

2. Mr. Bryson retired effective March 31, 2020 and has not been included in this table.

COMPONENTS OF HUDBAY'S EXECUTIVE COMPENSATION PROGRAM

Summary of Elements of Executive Compensation

The following table provides a summary of the key elements of our executive compensation program, which we believe form an appropriate mix of compensation:

Base Salary

The Committee believes that our executives' base salaries must be sufficiently competitive to enable recruitment and encourage retention. However, reflecting our emphasis on variable and at-risk compensation, our executives' base salaries remain a relatively low portion of their overall total direct compensation. The Committee generally targets our NEOs' base salaries at the median of the comparator group.

In February 2020, the Board approved a 2.5% increase in base salary for our non-CEO NEOs, in line with the increase provided to the broader employee base.

1. From his appointment as Interim CEO to the end of 2019, Mr. Kukielski received a monthly salary of $77,500, plus a monthly DSU grant worth $77,500.

Short-Term Incentive Plan (STIP)

The STIP is an annual cash bonus based on a combination of corporate and individual performance throughout the year. Target STIP awards are denominated as a percentage of base salary and actual awards can range from 0% of target for performance outcomes that fall significantly below expectations to 200% of target for superior performance.

Corporate performance in a given year is measured using our Corporate Scorecard, as described in more detail below. Our non-CEO NEOs' annual STIP award is based 60% on corporate performance and 40% on individual performance, which is assessed each year by the Committee, in consultation with the CEO. A summary of our non-CEO NEOs' individual performance assessments can be found in "2019 Compensation Decisions - Compensation for our Non-CEO NEOs".

As interim CEO, Mr. Kukielski received fixed cash and equity compensation and was not entitled to an STIP award in respect of 2019. See "CEO Compensation - 2019 Compensation".

2019 Corporate Scorecard

At the start of each year, the Board, upon the recommendation of the Committee, adopts the Corporate Scorecard, which sets forth key performance objectives that guide and motivate our executives as they carry out Hudbay's strategy over the course of the year. Performance is monitored throughout the year and, at year-end, the Committee assesses the company's performance against each scorecard objective and considers all relevant factors, both positive and negative.  Among the performance factors that were most relevant were our strong production and safety performance along with exploration success in Manitoba, which justified our decision to refurbish the New Britannia mill, and strong community relations in Peru, which ultimately resulted in an agreement to acquire surface rights at our Pampacancha deposit.  The difficult metals market persisted throughout most of 2019, which negatively impacted our cash flow generation.  This, along with the adverse court decision revoking Rosemont's key permit, had a negative impact on our share price.

The 2019 Corporate Scorecard and the key factors that influenced the scores in each performance category are set forth below.

Long-Term Incentive Plan (LTIP)

Overview of Design

As stated in our compensation philosophy, the Committee believes that long-term, equity-based compensation should form a significant portion of our NEOs' overall compensation in order to provide a strong link between compensation, performance and total shareholder returns.

Practice Before 2020

In previous years, our LTIP awards were granted in the form of time-vested restricted share units ("RSUs") under our Long-Term Equity Plan (a summary of which is included as Schedule "B" to this circular). Target awards were denominated as a percentage of base salary and the grant size for each recipient was increased or decreased based on the corporate and individual performance score that was used to determine STIP awards and, starting in 2018, a modifier based on our relative total shareholder return ("TSR").

LTIP Design for 2020

Over the course of 2019, the Committee oversaw a review of our LTIP design with the objective of enhancing the alignment of our LTIP outcomes with the shareholder experience and our mid- to long-term performance and strategic goals. At the Committee's recommendation, the Board adopted changes to our LTIP design that resulted in a mix of equity incentives for our NEOs involving performance share units ("PSUs"), RSUs and share options ("options").

For the grant made to our NEOs in February 2020, the percentage of the overall grant allocated to each of these LTIP vehicles was as follows:

LTIP awards are granted at a target value, being a percentage of base salary determined by the Board. The award is then multiplied by the percentage of the overall LTIP grant allocated to PSUs, RSUs, and options, then divided by (in the case of PSUs and RSUs) the share price at the time of grant, or (in the case of options) the price of an option at the time of grant (as determined by the Committee using a Black-Scholes valuation methodology). An example of how the target LTIP grant applies to Mr. Kukielski's 2020 award is as follows:

Performance Share Units

PSUs are notional units that are redeemable for a Hudbay common share or a cash amount equal to the value of a common share at the vesting date. PSUs will vest at the end of three years. The units are subject to performance and vesting conditions such that all units will be forfeited if a threshold level of performance is not met. Conversely, additional units will be granted (to a maximum of 200% of the initial grant) if performance over the three-year vesting period is above the target. The performance conditions are based (as to 75% of the PSUs) on total shareholder return compared to a peer group (Relative TSR) and (as to 25%) return on invested capital (ROIC). The Committee believes that the use of Relative TSR and ROIC in the PSUs will align pay outcomes with the shareholder experience and encourage effective capital allocation.

Relative TSR Multiplier (75% of PSUs)

The number of PSUs that vest is determined in part by reference to total shareholder return ("Hudbay TSR") generated by the company over the performance period, as compared to a peer group (the "Performance Peer Group"). The Performance Peer Group consists of the following base metals mining issuers:

The Relative TSR multiplier will be calculated over the performance period with reference to both the annual Relative TSR and a three-year cumulative Relative TSR, on a combined basis as follows:

• 10% annual Relative TSR for year 1 of the Performance Period
• 10% annual Relative TSR for year 2 of the Performance Period
• 10% annual Relative TSR for year 3 of the Performance Period
• 70% three-year cumulative Relative TSR for the Performance Period

The calculation of the Hudbay TSR and the peer group TSR will include the appreciation of the price of the respective shares along with payments of dividends and other returns of value.

The Relative TSR Multiplier for a specific period is calculated as follows, linearly interpolated for performance between the specified levels:

Return on Invested Capital (ROIC) Multiplier (25% of PSUs)

ROIC is determined by way of a single three-year average, calculated as follows:

The ROIC Multiplier for a specific period shall be calculated as follows:

The ROIC Multiplier will be linearly interpolated for amounts between (a) 5% and 6.5%, and (b) 6.5% and 10%. Targets were set with reference to current and past performance and a view to improve return on invested capital. The targets will be reviewed each year.

Restricted Share Units

Restricted Share Units are the same as those granted in previous years but are now sized without any performance qualifiers. Like PSUs, the RSUs are notional units linked to the value of Hudbay shares and will vest at the end of three years.

Options

Share options were re-introduced at Hudbay for the grant made in early 2020. Options were the sole LTIP vehicle employed at Hudbay from 2004 until they were discontinued in 2009. The Committee's market review indicated that options remain widely used as a minority component in an LTIP program, both among our mining peers and among TSX60 issuers. The Committee believes re-introducing stock options as a balanced component of the LTIP mix will support the attraction and retention of members of the executive and broader management team.

The options will vest in equal installments over three years and will remain exercisable for seven years.

The PSUs and RSUs granted in early 2020 were granted under Hudbay's Long-Term Equity Plan and the options were granted under our Share Option Plan. Summaries of these plans are included at Schedule "B".

Other Compensation and Perquisites

Retirement Benefits

In addition to rewarding employees for long service to Hudbay, the Committee recognizes that retirement benefits are required to make our compensation program competitive. For details on our retirement plans, see "Description of Pension Plans".

Employee Share Purchase Plan

We maintain an Employee Share Purchase Plan (ESPP) for our executives and other eligible employees. Pursuant to the ESPP, participants may contribute between 1% and 10% of their pre-tax base salary to acquire Hudbay shares, which are acquired through open-market purchases. We make a matching contribution of 75% of the participant's contribution, one-third of which is immediately applied toward the tax withholding obligation on our contribution. Shares purchased with our contribution may not be sold for 12 months and participants are subject to further restrictions on the number of transactions they may make and changes in their elected contribution.

Perquisites and Other Benefits

Perquisites and other benefits are intentionally limited and may include fitness memberships, comprehensive medical examinations, life and accident insurance, parking and other subsidies and entitlements for executives who relocate at Hudbay's request.

CEO COMPENSATION

2019 Compensation

Peter Kukielski was appointed Interim CEO effective July 9, 2019, replacing Alan Hair. While serving as Interim CEO, Mr. Kukielski received a base salary of $77,500 per month and a monthly grant of deferred share units (DSUs) worth $77,500. Our agreement with Mr. Kukielski also provided that if he remained in the interim role until a permanent CEO was hired, he would be entitled to an additional DSU grant worth up to 50% of the value of the DSUs he received while serving as Interim CEO. Mr. Kukielski was announced as President and CEO on January 22, 2020. In accordance with his agreement, on February 20, 2020, the Board authorized an additional DSU grant to Mr. Kukielski with a value of $250,138, representing 50% of the value of the DSUs he otherwise received for serving as Interim CEO.

2020 Compensation

Mr. Kukielski's compensation as President and CEO was set with reference to the median compensation paid to the CEOs in our compensation benchmarking group. His base salary, STIP target and LTIP target are shown in the table below:

COMPENSATION OF NON-CEO NEOs

2019 Target Total Direct Compensation

The table below shows the target total direct compensation for Messrs. Meagher, Bryson, Lei, and Donnelly for 2019.

Determination of 2019 Individual Performance Scores

The individual performance score for each of our non-CEO NEOs is weighted at 40% of their overall annual performance score. In determining individual performance scores, the Committee considers recommendations made by the CEO with reference to key elements of their performance within their respective areas of responsibility.

The table below shows the individual performance score of each non-CEO NEO, as well as the decision factors that were considered by the Committee in determining such scores.

2019 STIP Awards

The non-CEO NEOs' STIP award is based 60% on the corporate performance score and 40% on individual performance. The following table shows the actual STIP awarded to Messrs. Meagher, Bryson, Lei and Donnelly with respect to their 2019 performance.

LTIP Grants made in early 2020

As described above under "Long-Term Incentive Plan - Practice Before 2020", previous LTIP awards were granted in the form of RSUs and the target value of grants was adjusted upwards or downwards based in part on the same corporate and individual performance score that was used to determine STIP awards. Like STIP awards, the LTIP grant made in February of a particular year was considered compensation in respect of the previous year. Following the changes to our LTIP design in early 2020, the awards are granted at their target value and the ultimate value to be realized from the awards is based entirely on performance starting in the year in which they are granted. As a result, while the LTIP grant made in February 2019 was considered compensation in respect of 2018 performance, the LTIP grant made in February 2020 may be considered 2020 compensation.

For purposes of this Compensation Discussion and Analysis, we are presenting the STIP grant the executives received in February 2020 (which is compensation in respect of 2019) alongside the LTIP granted in February 2020 in order to provide an accurate view of the overall compensation received by our senior executives.

1. The unit price for RSUs and PSUs was $3.98. This was based on the five-day volume weighted average price up to and including Feb 25.

2. The unit price for options was $2.02 using a Black-Scholes valuation methodology.

2019 Total Direct Compensation

The table below shows the actual total direct compensation for Messrs. Meagher, Bryson, Lei, and Donnelly for 2019.

Compensation Changes for 2020

For 2020, the Board approved a 2.5% increase in base salary for Messrs. Meagher, Bryson, Lei and Donnelly, in line with increases provided to the broader employee base, with no change to target STIP or LTIP.

PERFORMANCE GRAPHS

Shareholder Experience

The following graph compares the yearly percentage change in the cumulative total shareholder return on the Toronto Stock Exchange for $100 invested in Hudbay Shares on December 31, 2014 against the cumulative total shareholder return of the S&P/TSX Composite Index, relative year-over-year changes in copper price, and the median performance of a custom index consisting of the following peers: Antofagasta, Capstone Mining, Copper Mountain, First Quantum, Freeport McMoRan, Imperial Metals, Lundin Mining, Oz Minerals, Taseko Mines, Teck Resources, Trevali Mining and Turquoise Hill.

The trend shown in this graph is generally consistent with the realized and realizable compensation of our executive officers over the same period, recognizing the change to the CEO role that occurred in 2019. All of our NEOs other than Mr. Kukielski were employed by the company throughout the five-year period and the value of their LTIP awards is directly linked to the price of our shares. In addition, in 2016 and 2017, we achieved positive total shareholder returns and our executives' corporate score used to determine STIP and LTIP awards were 140% and 104%, respectively. In 2018 and 2019 we had negative total shareholder return and our corporate score for those years was below target - 93.5% and 81% respectively.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table shows the compensation received in or in respect of the financial years ended December 31, 2019, 2018 and 2017 by each of the NEOs. In the annual incentive plan column of our Summary Compensation Table, the awards disclosed for 2019, 2018 and 2017 are the amounts approved by the Board and awarded in early 2020, 2019 and 2018, respectively, in respect of the prior year's performance.

As described above under "Compensation of our Non-CEO NEOs - LTIP Grants Made in Early 2020", the awards in the "Share-based awards" column for 2018 and 2017 were granted in the form of RSUs and the target value of grants was adjusted upwards or downwards based in part on the same corporate and individual performance score that was used to determine STIP awards. Like STIP awards, the LTIP grants made in February 2019 and February 2018 were considered compensation in respect of 2018 and 2017, respectively. Following the changes to our LTIP design in early 2020, the awards in the columns "Share-based awards" and "Option awards" for 2019 were granted in February 2020. These awards were granted at their target value and the ultimate value to be realized from the awards is based entirely on performance starting in 2020. As a result, the LTIP grant made in February 2020 may be considered 2020 compensation but it is included for purposes of this Summary Compensation Table as 2019 compensation in order to provide a view of the overall compensation received by our senior executives.

1. Mr. Kukielski was not entitled to a pension while serving as Interim CEO in 2019.

2. None of the other NEOs, other than Mr. Kukielski, received perquisites that in the aggregate amounted to greater than $50,000. Mr. Kukielski and his spouse enjoyed the following perquisites during 2019 while Mr. Kukielski was serving as Interim CEO, which totalled C$73,850.18: life and long-term disability insurance, furnished accommodation and hotels in Toronto and return travel to and from their former home in Vancouver. In addition to perquisites, amounts in this column include company contributions under our Employee Share Purchase Plan and the payment of dividend equivalents on share units held by the NEOs as well as, in the case of Mr. Kukielski, the DSU compensation he received in his capacity as an independent director and interim CEO up to December 31, 2019.

3. Mr. Hair resigned as President and Chief Executive Officer on July 9, 2019.

Incentive Plan Awards

The following table provides information regarding the incentive plan awards for each NEO outstanding as of December 31, 2019.

Outstanding Option-based Awards and Share-based Awards

1. Excludes the share units that vested on December 31, 2019.

2. Based on the closing price of Hudbay Shares on the Toronto Stock Exchange of $5.38 on December 31, 2019.

3. Represents the share units that vested on December 31, 2019 and, in the case of Mr. Kukielski, the DSUs he was granted in his capacity as a director and interim CEO.

No Options Exercised in 2019

None of our NEOs held options as at December 31, 2019.

Incentive Plan Awards Vested or Earned in 2019

The following table provides information regarding the value on pay-out or vesting of incentive plan awards for the financial year ended December 31, 2019.

1. Represents the share units that vested on December 31, 2019, and in the case of Mr. Kukielski, the DSUs he was granted in his capacity as a director and interim CEO.

2. Represents the annual short term incentive bonus awarded in respect to 2019.

Pension Plan Benefits: Defined Benefit Plan

1. Mr. Kukielski did not participate in any Pension Plan in 2019.

2. Represents Mr. Hair's annual pension payable after age 65 from the SRIP and DB Supplemental Plan, reflecting his resignation in 2019 and conversion of DC Supplemental plan entitlement.

3. For Mr. Hair, the accrued obligation at December 31, 2019 reflects his resignation in 2019, including the form of pension elected by Mr. Hair for his SRIP, DB Supplemental Plan and DC Supplemental Plan entitlement.

Defined Contribution Plan - Supplemental Pension Plan⁽¹⁾

1. NEOs may make a one-time irreversible election to receive all or a portion of their future annual incentive bonuses as supplementary pension credits under the supplemental pension plan. See "Summary of Elements of Executive Compensation - Retirement Benefits."

2. Mr. Kukielski did not participate in any Pension Plan in 2019.

3. For Mr. Hair, the accumulated account balance following his retirement was $1,510,263. Since Mr. Hair elected to convert his DC Supplemental Plan accumulated value to a monthly pension, the accumulated value at retirement was transferred to the DB Supplemental Plan.

RETIREMENT BENEFITS - DESCRIPTION OF PENSION PLANS

All of our NEOs other than Mr. Kukielski participate in our defined benefit pension plan, which was closed to new participants in 2015. The defined benefit plan is based on 2% of the average of the member's earnings during the 36 consecutive months of continuous service within the ten-year period immediately preceding the member's retirement, death or termination of continuous service in which the highest average is attained, multiplied by the member's credited service. The benefit is normally payable at age 62 but can be paid up to 10 years earlier on a reduced basis (reduction of 4.8% per year for each year that retirement precedes age 62). Members in the pension plan may elect to make optional ancillary contributions to the plan in order to enhance the ancillary features of their pension. The cost of additional benefits is fully paid by the member and contributions cannot exceed an annual maximum of the lesser of 9% of the member's earnings, or $19,641 for 2019.

The formula contains a partial offset for the Canada Pension Plan benefit. The pension is payable for life with a guaranteed period of five years. Pensions in excess of the Income Tax Act (Canada) maximum pension limits are provided under the defined benefit component of our supplemental pension plan. Our defined benefit plan has been closed off to new entrants and all new non-unionized employees and executives in Canada participate in our defined contribution pension plan.

Since his appointment as President and CEO in January 2020, Mr. Kukielski participates in our Money Purchase Plan (MPP), a defined contribution pension plan. Under the MPP, he receives an annual employer contribution equal to 12% of his base salary. The MPP does not permit employee contributions by executives. When the statutory annual maximum contribution is reached, the balance of the employer contribution is credited to a notional account that is indexed to actual fund performance and secured by a letter of credit.

NEOs may also make a one-time irreversible election to reduce their eligibility to participate in all or a portion of the annual incentive bonus plan (STIP) in exchange for eligibility for supplementary pension credits under the defined contribution component of our supplemental pension plan. Supplementary pension credits are determined and awarded at the same time as annual incentive bonuses. The accounts are notional accounts which are secured with a letter of credit held in trust by a financial institution. The accounts are credited with interest equal to the annual yield rate of Government of Canada marketable bonds with average yields over 10 years. We do not match or otherwise make contributions to this defined contribution component of the supplemental pension plan.

Employment Agreements

Each of our current NEOs is party to an employment agreement with our Company. The NEOs' employment agreements establish their base salary and right to participate in our annual incentive bonus, long-term incentive and pension plans. The tables below summarize the payments and benefits to which our CEO and other NEOs are entitled under their respective employment agreements following their involuntary termination without cause, or resignation for certain specified events, defined as "good reason", including but not limited to a substantial change in the employment conditions or duties of the NEO that adversely affects the extent, nature or status of his responsibilities, any material reduction in the NEO's base salary, any transaction that results in a change in the status of Hudbay as a publicly-listed entity to one that is privately held, following which he is not appointed to continue in the same role, or any requirement that the NEO relocate. Under the NEOs' employment agreements, a termination without cause following a change of control is not treated differently than a termination without cause in other circumstances.

Each of our NEOs is required by their respective employment agreements to not solicit officers, employees or agents of Hudbay for 12 months following the termination of their employment and they are also required to maintain the confidentiality of our confidential information. In addition, Mr. Kukielski is subject to a non-compete provision, which requires that, for six months following his voluntary or involuntary departure from the company, he will not serve as an officer, employee, contractor or service provider to a competitor in the jurisdictions where the company carries on business.

Termination Entitlements: Peter Kukielski

Termination Entitlements: Cashel Meagher, David Bryson, Eugene Lei and Patrick Donnelly

Payments on Termination

The following table provides details regarding the estimated payments to each of the NEOs as at December 31, 2019 assuming termination without cause on that date:

1. Represents the market value of the LTIP grants in respect of 2017 and 2018 performance, based on the closing price of the Hudbay Shares on the Toronto Stock Exchange of $5.38 on December 31, 2019. The LTIP grant in respect of 2016 vested in the normal course on December 31, 2019 and is not included.

2. Mr. Kukielski was not entitled to any severance while he was interim CEO. This table does not include the DSUs Mr. Kukielski received for serving as an independent director and interim CEO in 2019. The DSUs were vested at the time of grant and become payable following his departure from the company.

Double-Trigger Payment on Termination

None of our NEOs are entitled to any payments or accelerated vesting of equity based awards in a circumstance where there is a change of control and they are not terminated or they do not resign for "good reason", as described in more detail under "Employment Agreements" above. Such entitlements will only arise if their employment is terminated.

DIRECTOR COMPENSATION

Our director compensation program compensates non-executive directors (for purposes of this section, "Directors") for the time and effort they are expected to devote to Company matters. Executive directors (currently only our CEO) are compensated in their capacity as executives only and do not receive additional compensation for serving on the Board.

2019 Director Compensation

The compensation arrangements for our Directors in 2019 included a combination of cash retainers, an equity-based retainer payable in deferred shared units (DSUs) and meeting fees. The amount of such retainers and fees payable in respect of 2019 are described below.

1. Payable in DSUs.

2. Payable for meetings attended in person or via teleconference.

3. Directors whose travel time within North America to attend a Board or Committee meeting is more than four hours were also entitled to a travel fee of $1,500 per meeting. Directors who were required to travel to or from Peru for a Board or Committee meeting are entitled to a travel fee of $6,000 per meeting.

4. These fees became payable effective October 11, 2019 when David S. Smith replaced Alan R. Hibben as Chair of the Committee. Previously, the Board Chair served as Chair of the CGN Committee and since 2017, the Chair did not receive extra compensation for serving in this role.

Equity-based compensation for our Directors is awarded in the form of deferred share units (DSUs). DSUs, which are granted pursuant to our Directors' Deferred Share Unit Plan, track the value of the Hudbay Shares. DSUs are vested at the time of grant but they are not paid out until after a Director departs from the Board, at which time they are paid out in cash equal to the number of DSUs held multiplied by the price of the Hudbay Shares at the time the DSUs are paid. When dividends are paid on our Hudbay Shares, holders of DSUs receive dividend equivalents, which entitle the holder to a number of additional DSUs equal to the number of DSUs held multiplied by the per share amount of the dividend, divided by the price of our common shares at the time the dividend is paid. Ensuring that Directors have an equity interest in Hudbay helps to align the interests of our Directors with the long-term interests of our shareholders and is consistent with our desire to implement best practices in our compensation programs. To further align their interests with those of our shareholders, Directors may elect to have all or a portion of their cash retainer and meeting fees payable to them in DSUs.

Our Chair's compensation in 2019 was based on a flat retainer of $335,000 (without an entitlement to meeting fees), which was split evenly between cash and DSUs. The Compensation and Human Resources Committee believes that paying the Chair meeting fees would not adequately account for the significant amount of time he spends on company matters outside of formal board meetings and the flat fee enables him to be compensated for his overall contribution as Chair of the Board.

Changes to Director Compensation in 2020

In 2019, the Committee completed a review of our director compensation policy. The last such review was conducted in 2017. Historically, our director compensation has been positioned near or below the 25th percentile of the peer group (which is the refreshed peer group used for 2020 NEO benchmarking - see "Executive Compensation Overview - Compensation Comparator Group"), with the exception of the Board Chair role, which was set in 2010 and had not been adjusted until 2020.

Effective January 1, 2020, on the Committee's recommendation, the Board adopted changes to our director compensation policy to bring pay levels in line with the median of the peer group and to bring the fee structure in line with typical market practice. Among the changes to director compensation are the following:

• The implementation of a "flat-fee" structure, which eliminates meeting and travel fees
• Increases to the annual cash and equity retainer for directors to bring total compensation in line with the median (based on the assumption each director will serve on two committees);
• A reduction to the Board Chair's cash and equity retainers by a total of $20,000 to bring his total compensation in line with the peer median; and
• A reduction in the Audit Committee Chair retainer and an increase in the Corporate Governance and Nominating Committee Chair retainer to bring them in line with the median.

The revised fees payable to our directors are shown in the table below: