Endeavour Mining plc (EDV) Earnings Call Transcript & Summary

Hello, and welcome to the Annual General Meeting of Stockholders of Endeavour Mining Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Sebastien de Montessus, Chief Executive Officer of Endeavour Mining. Sir, the floor is yours.

Thank you, operator. Welcome to the Annual General Meeting of Endeavour Mining Corporation. My name is Sebastien de Montessus. I'm the Chief Executive Officer and Director of Endeavour. Michael Beckett, the Chairman of the Board of Directors of Endeavour was unable to attend today's meeting due to personal reasons. He expresses his regrets. As such, in accordance with the Articles of Association of Endeavour, I'll act as the Chairman of the meeting. The decision to hold today's meeting by virtual means was made as a result of orders given by public health and government authorities, restricting public gatherings and implementing social distancing measures in light of COVID-19 pandemic. Our first and foremost priority continues to be the health and safety of our employees, shareholders and other stakeholders. Evelyn Hsu of Computershare Trust Company of Canada is present, and I appoint her to act as Scrutineer for this meeting. Morgan Carroll, EVP, General Counsel and Corporate Secretary of Endeavour, is present, and I appoint him to act as Secretary of the meeting. Morgan Carroll is also present as the management proxy holder to vote the shares held by shareholders of the corporation have appointed management to be their proxy at this meeting. I now invite Mr. Carroll, Secretary of the meeting, to brief us on meeting procedure.

Thank you, Mr. Chairman. There are 3 separate shareholder meetings today. The court meeting and the scheme meeting, both of which took place immediately prior to this meeting and the AGM, which is taking place now. As this meeting is being held virtually, it is necessary to set out a few rules for the orderly conduct of the meeting. Questions in respect to the business of the meeting can be submitted by registered shareholders and duly appointed proxy holders using the 'Ask a Question' feature of the virtual meeting room. Please keep your questions brief. We encourage you to submit your questions as early as possible so that we may address them at the right time during the meeting. Questions will be read out by me, the Secretary of the meeting, before being addressed. Only registered shareholders and duly appointed proxy holders are entitled to vote at this meeting. If you have already voted in advance of the meeting and do not wish to change your vote, then you do not need to do anything. Voting on the business of the meeting will be conducted by electronic ballot using the 'Cast Your Vote' feature of the virtual meeting room. The polls are now open for the business of the meeting to be voted on. Registered shareholders and duly appointed proxy holders, who have properly logged in, will be able to see on the screen, the motions being put to this meeting and can vote on them at any time up to the closing of the polls. Thank you to those of you who have already voted in advance of the meeting. For those who have not yet voted, we encourage you to vote. You may vote on the business of the meeting immediately, or if you prefer, you may wait until the conclusion of discussion on the business of the meeting before casting your vote.

The notice of meeting and management information circular dated April 20, '21, were mailed to shareholders of record on or about April 30, '21, in accordance with applicable law. I have confirmation of mailing from Computershare and Broadridge. In view of this, I will dispense with the reading of the notice of the meeting. A copy of the notice will be filed with the minutes of the meeting. The Scrutineer has provided me now with a preliminary report on attendance. Ms. Hsu, could you please present the primary report.

The preliminary attendance report certifies that there are 116 shareholders, holding a total of 198,593,020 ordinary shares of Endeavour represented in person or by proxy at this meeting. This represents 78.59% of the issued and outstanding ordinary shares of Endeavour entitled to vote at this meeting.

As Chairman, I adopt the Scrutineer's preliminary report and declare the attendance of this meeting to be set forth therein. I direct that when delivered the Scrutineer's final report to be kept with the records of this meeting. Now pursuance to Endeavour's articles, a quorum is present at this meeting if at least 2 or more shareholders holding at least 5% of paid-up share capital of Endeavour are present in personal by proxy. Based on the Scrutineer's preliminary report, I declare that the quorum is present at this meeting. Notice of this meeting having been given in accordance with applicable law, and there being a quorum present, I declare this meeting to be properly constituted for the transaction of business. Now to expedite the business of the meeting, Morgan Carroll will move, and I will second all motions once the items of business for this AGM has been presented. I now ask the Secretary to please present the items of business for this meeting.

Thank you, Mr. Chairman. Before presenting the business of the meeting, I would like to note that registered shareholders or duly appointed proxy holders can put their questions to the meeting. You can do this by typing in your question in the 'Ask the Question' section of the virtual meeting room. Questions submitted will be read aloud. Registered shareholders or duly appointed proxy holders may type their questions in now and are encouraged to do so in order for those questions to be put to the meeting before the formal vote. Before proceeding to the formal vote part of the meeting, I present the audited consolidated financial statements of Endeavour for the year ended December 31, 2020, together with the auditor's reports thereon. There are 3 items of business to vote upon. The first item is to consider and approve the appointment of BDO as Endeavour's auditor, as more particularly described in the circular. The second item is to consider and elect to the Board of Directors of Endeavour the following nominees: Michael Beckett, James Askew, Alison Baker, Sofia Bianchi, Livia Mahler, David Mimran, Naguib Sawiris, Tertius Zongo and Sebastien de Montessus. The third item of business is to consider and approve a nonbinding advisory resolution on executive compensation, also known as a say-on-pay vote, as more particularly described in the circular. Mr. Chairman?

Yes. Thank you, Mr. Carroll. I second each of Mr. Carroll's motions. I would ask the Secretary to please advise whether any questions have been received in connection with these motions from the registered shareholder or duly appointed proxy holders at this meeting.

Mr. Chairman, I think we need to go back to the bottom of the Page 6 of the script actually because we've gone over 1 of the pages.

Okay.

My apologies. There's an extra page that's been printed, I think. No, I'm sorry. It is indeed the bottom of Page 6 of the script. Apologies.

So starting me, thank you, Mr. Carroll. Now all formal matters of business have been presented, will Mr. Carroll, please make the necessary motions.

Mr. Chair, first, I move that BDO LLP be appointed auditors of the corporation for the ensuing year and that the directors of the corporation be authorized to fix the auditor's remuneration. Second, I move to elect the following nominees as Directors of the corporation to hold office until the next Annual General Meeting or until their earlier resignation or the appointment or election of their successor: Michael Beckett, James Askew, Alison Baker, Sofia Bianchi, Livia Mahler, David Mimran, Naguib Sawiris, Tertius Zongo and Sebastien de Montessus. Third, I move to approve on an advisory basis and not to diminish the role and responsibilities of the Board, the executive compensation and the framework for remuneration disclosed in the management information circular dated April 23, 2021, delivered in advance of the corporation's Annual General Meeting.

Thank you, Mr. Carroll. I second each of Mr. Carroll's motions. I would ask now the Secretary to please advise whether any questions have been received in connection with these motions from the registered shareholders or duly appointed proxy holders at this meeting.

Mr. Chair, there are no questions with respect to the motion.

Thank you, Mr. Carroll. I now call for a vote on the motions before the meeting. As previously mentioned, voting today will be conducted by electronic ballot via the 'Cast Your Vote' feature of the virtual meeting room. If you have already voted in advance of the meeting, then you do not need to do anything. The polls have been opened since the beginning of the meeting. And at this point, all registered holders and duly appointed proxy holders who are properly logged in with their control numbers and wish to vote should do so now. The polls on all items of business will remain open for another minute. We will now take a short break while the polls close and the results are tabulated by the Scrutineer.

Mr. Chairman, tabulation is now complete.

Thank you, Ms. Scrutineer. I confirm the polls are now closed, and the Scrutineer has tabulated the results. Ms. Scrutineer, could you please confirm if the resolutions have passed.

Mr. Chairman, I confirm all resolutions have passed.

Thank you, Ms. Scrutineer. I'm pleased to confirm and declare that all 3 resolutions have passed and the following nominees have been elected as directors of the corporation for the ensuing year: Michael Beckett, James Askew, Alison Baker, Sofia Bianchi, Livia Mahler, David Mimran, Naguib Sawiris, Tertius Zongo and myself, Sebastien de Montessus. The voting results will be filed on SEDAR shortly following the meeting. Mr. Secretary, is any other formal business being properly brought before this meeting?

Mr. Chairman, I confirm no other formal business has been properly brought before the meeting.

Thank you, Mr. Carroll. The formal business of this meeting has now concluded. We will now take a few moments to answer any further questions received during the meeting that we have not already answered.

There are no further questions at this time.

Thank you, Mr. Carroll. Thank you, Ms. Hsu. If there is no further business to be brought before this meeting, I declare the meeting closed. I would like to take the opportunity to thank our shareholders for their continued support as well as our employees for their commitment and dedication in the face of the challenges presented by the ongoing pandemic. The safety and well-being of our employees and contractors continue to be Endeavour's highest priority, while ensuring continuity of the business. My thanks to everyone for their support and participation here today, and especially to Henri de Joux, our EVP, HR, who's first day was 3 days ago. Thank you very much, Mr. Secretary, and thank you very much, Ms. Hsu.

This concludes the meeting. You may now disconnect. Have a pleasant day.