Eldorado Gold Corporation (ELD) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to the Eldorado Gold Corporation 2021 Annual General and Special Meeting audio webcast. At this time, all participants are in a listen-only mode. Please be advised that today's webcast is being recorded. I will now turn the meeting over to the Chair of the meeting, George Burns. Please go ahead, Mr. Burns.

Thank you. Good afternoon, everyone, and welcome to our 2021 Annual General and Special Meeting. I'm George Burns, the President and CEO of Eldorado Gold Corporation. As provided in the company bylaws, I will be the chair of the meeting. In response to the unprecedented public health impact of COVID-19 and to mitigate risk to the health and safety of our shareholders, employees and local communities, Eldorado is conducting its annual general and special meeting this year in a virtual-only format using the Lumi meeting platform. We also urge shareholders to vote via proxy or voting instruction form prior to this meeting if they were unable to attend the meeting virtually. I would like to remind you that only registered shareholders that are logged into the meeting with their previously obtained 15-digit control number or duly appointed proxy holders that have received a user name from Computershare are entitled to vote at the meeting, ask questions or take an active part in the meeting on the web portal. Beneficial shareholders who have not duly appointed themselves as proxy holder are able to attend the meeting as guests and listen to the webcast but will not be able to participate or vote at the meeting. The active participation by only registered shareholders or duly appointed proxy holders is customary and consistent with our in-person meeting procedures. [Operator Instructions] Some of the statements made at this meeting may be considered forward-looking. We caution you that results of future operations may differ from those anticipated. We urge you to review the cautionary statements and other information contained in Eldorado Gold Corporation's filings on SEDAR, which identifies a number of factors that could cause actual results to differ materially from those mentioned in any forward-looking statements made at the meeting. In order to ensure this meeting covers the required business in an efficient manner, I will dispense with the seconding of all motions that are identified in the notice of the meeting. This procedure is merely a way to expedite proceedings. The meeting will now come to order. Karen Aram, Corporate Secretary of Eldorado is present and will act as Secretary of the meeting. Computershare Trust Company of Canada is the registrar and transfer agent for Eldorado. [ Elvin Shu ] of Computershare as President -- is present and will act as scrutineer for the meeting. I have before me from Computershare an affidavit of mailing declaring that the notice calling this meeting and other meeting materials were duly mailed on May 10, 2021, to registered shareholders as at the record date of April 20, 2021, and as such, proper notice of the meeting has been given. According to the preliminary scrutineer's report, at least 2 shareholders entitled to vote at the meeting are present in person or represented by proxy, representing not less than 25% of the votes attached to the issued and outstanding common shares entitled to vote at the meeting. I adopt the scrutineer's report and declare that a quorum is present. With notice having been given in a proper manner and a quorum present, I declare that the meeting is regularly and duly called and is now ready for the transaction of business. Before commencing with the business of the meeting, I would like to comment on the voting procedure. We will conduct each vote by way of vote cast on the Lumi platform and those submitted by proxy. I understand that the scrutineer has tabulated all the votes received prior to the proxy voting cutoff. If you have previously voted, you do not need to vote again when prompted. By voting again, you will revoke any previous vote made prior to the proxy voting cutoff. We will now open the voting for all of the resolutions on the Lumi platform. Each shareholder present in person or represented by proxy will have 1 vote for each Eldorado common share held or represented. [Operator Instructions] Once questions on the resolutions have been concluded, I will give you a minute to complete voting and then declare the polls closed. Again, please keep your questions of a general nature until after the formal business part of the meeting. The first item of business is the presentation of the annual audited financial statements of the company for the year ended December 31, 2020, and the accompanying auditor's report thereon. Copies of the financial statements and the auditor's report have been provided to shareholders of record and have also been filed under Eldorado's SEDAR profile. Copies are also located on the Lumi dashboard page. I now declare that Eldorado's financial statements for the year ended December 31, 2020, and the accompanying auditor's report have been received by the shareholders as submitted to this meeting. The next item on the agenda is the election of directors. Our Board presently consists of 8 directors and the Board of Directors has fixed the number of directors for the ensuing year at 8. The only persons who have been nominated to stand for election as directors of Eldorado in accordance with the procedures set forth in the advanced notice provisions contained in the company's bylaws are the management nominees set forth in the management proxy circular for this meeting. Each of management's nominees has consented to act as a director of the company. Accordingly, no further nominations will be accepted, and I declare the nominations closed. I invite a motion from a shareholder that the following management nominees, being those individuals set forth in the management proxy circular for this meeting, be elected as directors of Eldorado to hold office until the close of the next annual shareholder meeting or until their successors are elected or appointed: George Albino, George Burns, Teresa Conway, Catharine Farrow, Pamela Gibson, Judith Mosely, Steven Reid and John Webster.

I so move.

Our next item of business is to appoint -- is the appointment of KPMG LLP as the auditor for the company for the ensuing year. I invite a motion from a shareholder that KPMG LLP be appointed as the auditor of the company for the ensuing year.

I so move.

Our next item of business is to authorize the Board of Directors of the company to set the auditor's remuneration. I invite a motion from a shareholder that the Board be authorized to set the auditor's pay for the ensuing year.

I so move.

Our next item of business is a nonbinding advisory vote by way of an ordinary resolution supporting our approach to executive compensation as described in the management proxy circular. I invite a motion from a shareholder that the ordinary resolution as described in the management proxy circular for this meeting be approved and that the full text of the resolution as contained in the circular be taken as read and be made a part of the meeting -- minutes of this meeting.

I so move.

And now the final item of business of the meeting is the approval of certain amendments to the performance share unit plan and the amendment and restatement of the plan by way of an ordinary resolution as described in the management proxy circular. I invite a motion from a shareholder that the ordinary resolution as described in the management proxy circular for this meeting be approved and the full text of the resolution as contained in the circular be taken as read and be made a part of the minutes of the meeting.

I so move.

That concludes the placement before the meeting of all the resolutions to be considered. I will now ask if there are any questions on the foregoing items. There being no further questions, I will now move to final voting. The polls are still open. For those of you who have not voted on the resolutions, please do so now. I will pause for a minute to allow for you to complete your voting. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for this meeting closed. Based on the scrutineer's report, I report and declare that all 8 nominated directors have been duly elected as directors of the company to hold office until the next annual shareholder's meeting of the company or until their successors are elected or appointed; KPMG LLP has been duly appointed as the auditor of the company for the ensuing year; the Board has been duly authorized to set the auditor's pay for the ensuing year; a nonbinding advisory vote on executive compensation has been duly approved; and that certain amendments to the performance share unit plan and the amendment and restatement of the plan by way of an ordinary resolution has been duly approved. The exact number of votes on each of these resolutions will be filed on Eldorado's profile on SEDAR. There being no further business to be conducted at this meeting, I now declare the formal business part of the meeting to be terminated. The final report of the scrutineer will be included in the minutes of this meeting. Now that the formal business part of the meeting has concluded, we will address questions from registered shareholders and duly appointed proxy holders, which were not directly related to the business of this meeting. So with no further questions, this annual general and special meeting is now terminated. I would like to thank you for your support and input and look forward to our second quarter earnings release on July 29 to update you on our progress. Thank you. Have a great day.

This concludes today's conference call. Thank you for participating. You may now disconnect.