Eldorado Gold Corporation (ELD) Earnings Call Transcript & Summary

Good afternoon, everyone, and welcome to the Eldorado Gold Corporation 2024 (sic) [2025] Annual Meeting. [Operator Instructions] I will now turn the meeting over to the Chair of the Meeting, Steve Reid. Please go ahead, Mr. Reid.

Thank you very much. Good afternoon, everyone, and welcome to our 2025 Annual and Special Meeting. I'm Steve Reid, and I'm the Chair of the Board of Eldorado Gold Corporation. As provided in the company's bylaws, I'll be the Chair of the meeting. Eldorado is conducting its Annual and Special Meeting this year in a physical and virtual hybrid format held in person at the offices of Fasken Martineau DuMoulin LLP in Vancouver, BC, and virtually using the Computershare virtual meeting platform. We have urged shareholders to vote via proxy or voting instruction form prior to this meeting if they are unable to attend in person. I'd like to remind you that for those attending this meeting virtually, only registered shareholders that have logged into the meeting with their previously obtained 15-digit control number or duly appointed proxy holders that have received an invite code 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 virtually 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 virtually is customary and consistent with our in-person meeting procedures. Any registered shareholder or a duly appointed proxy holder with a question that's relevant to the business of this meeting is welcome to ask it through the web portal or in person if you're attending the physical meeting. If you have a question not directly related to the business of this meeting, I kindly ask that you wait and ask that question after the formal business part of the meeting. 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. To ensure this meeting covers the required business in an efficient manner, I'll dispense with the seconding of all motions of the items of business that are identified in the notice of 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, and Teresa Kwan of Computershare is present and will act as scrutineer for the meeting. I have before me an affidavit of mailing from Computershare, declaring that the notice calling this meeting and other meeting materials were duly mailed on May 2, 2025, to registered shareholders as at the record date of April 11, 2025. And as such, proper notice of the meeting has been given. According to the preliminary scrutineers' 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 scrutineers' report and declare that a quorum is present. With notice having been given in the proper manner and a quorum present, I declare that this meeting is regularly and duly called and is now ready for the transaction of business. Before commencing with the business of the meeting, I'd like to comment on the voting procedure. We will conduct each vote by way of ballot. I understand that the scrutineer has tabulated all the votes received prior to the proxy voting cutoff. If you're attending virtually and have previously voted by proxy, you do not need to vote again when prompted. By voting virtually again, you will revoke any previous vote made by proxy prior to the proxy voting cutoff. If anyone present in person is a registered shareholder or a proxy holder and has not received a copy of the package of ballots, please see Computershare outside the meeting room. We'll now open the voting for all the resolutions on the Computershare platform. Each shareholder present in person or represented by proxy will have 1 vote for each Eldorado common share held or represented. If you're attending the meeting in person, please feel free to ask any questions you may have about any motion that's properly before the meeting when we open up the floor for questions after the resolutions have been introduced and prior to the closing of the polls. For the expediency and decorum of the meeting, questioning will be limited to 2 minutes in each instance. If you're attending virtually, if a registered shareholder or a duly proxy -- appointed proxy holder has a question on any motion before the meeting, you may submit it through the system now or throughout the meeting and we will address any such questions after the resolutions have been introduced and prior to the closing of the polls. I may exercise discretion in limiting the number of questions that any person in valid attendance at this meeting may ask. Once questions on the resolutions have been concluded, I'll give you a minute to complete the voting and then declare the polls closed. Again, please keep any questions which are of a general nature until after the formal section of the meeting. First item of business is the presentation of the annual audited financial statements of the company for the year ended December 31, 2024, 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 attached on the Computershare dashboard page. I now declare that Eldorado's financial statements for the year ended December 31, 2024, 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 proxy nominees set forth in the Management Proxy Circular for this meeting. Each of the management's nominees has consented to act as a director for 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 Shareholders Meeting or until their successors are elected or appointed. Hussein Barma, Carissa Browning, George Burns, Theresa Conway, Judith Mosely, Steven Reid, Stephen Walker and John Webster.

I so move.

Thank you. Our next item of business is the appointment of KPMG LLP as the auditor of the company for the ensuing year. I invite a motion from a shareholder that KPMG LLP be appointed as 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 approval of amendments to the company's Stock Option Plan and the amendment and restatement of the Stock Option 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 that the full text of the resolution as contained in the circular be taken as read and be made a part of the minutes of this meeting.

I so move.

Our next item of business is approval of amendments to the company's Performance Share Unit Plan and the amendment and restatement of the Performance Share Unit 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 that the full text of the resolution as contained in the circular be taken as read and be made a part of the meeting -- the minutes of this meeting.

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 part of the minutes of this meeting.

I so move.

Thank you. That concludes the placement before the meeting of all the resolutions to be considered. I'll now ask if there are any questions on the foregoing items. Okay. There being no questions, I'll now move to the final voting. For those attending in person, please complete and sign your ballots, printing your name under the signature. When you've completed your ballot, the scrutineer will collect them. For those attending virtually, the polls are still open. For those of you who have not voted on the resolutions virtually, please do so now. And I'll pause for a minute to allow everyone to complete the voting. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for this meeting closed. The scrutineer will now tabulate the results of the votes, and I'll provide us the results very shortly. I'd like to call the meeting back to order to report on the voting results. Based on the preliminary scrutineers' 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 Shareholders Meeting of the Company or until their successors are elected or appointed. KPMG LLP has been duly appointed as auditor of the company for the ensuing year. The Board has been duly authorized to set the auditor's pay for the ensuing year. The amendments to the company's Stock Option Plan and the amended and restated Stock Option Plan have been duly approved. The amendments to the company's Performance Share Unit Plan and the amended and restated Performance Share Unit Plan have been duly approved. And the nonbinding advisory vote on executive compensation has been duly approved. The exact number of the 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 section 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 been concluded, we'll address any questions from registered shareholders and duly appointed proxy holders, which were not directly related to the business of this meeting. If there are no questions, this concludes Eldorado's Annual and Special Meeting. I'd like to thank you and -- for your support and input and look forward to our second quarter earnings release on July 25 to update you on our progress. Thank you, and good afternoon.

And this concludes the meeting. You may now disconnect.