Ero Copper Corp. (ERO) Earnings Call Transcript & Summary

Thank you for standing by. This is the conference operator. Welcome to Ero Copper's Annual General Meeting of Shareholders. [Operator Instructions] and the conference is being recorded. [Operator Instructions] I would now like to turn the conference call over to Christopher Noel Dunn, Executive Chairman of Ero Copper Corp. Please go ahead, Mr. Dunn.

Thank you, operator, and good afternoon. On behalf of David Strang and I, we'd like to welcome you to the Annual General Meeting of the Shareholders of Ero Copper. Before proceeding with the business of the meeting, I would like to introduce the following Ero Copper directors in attendance. David Strang, Chief Executive Officer; John Wright, Lead Director; Lyle Braaten; Steve Busby; Dr Sally Eyre; Robert Getz; Chantal Gosselin; and Matthew Wubs. If you recall, our last shareholders' meeting took place during the early stages of the COVID-19 pandemic, and many of us were still wrestling with the gravity of its potential effects. The past year has been more challenging perhaps than many of us had anticipated. But as an organization, I'm incredibly proud of the character our employees have shown under these extraordinary circumstances. In addition to the mitigation efforts undertaken at site to protect the health and safety of our employees, our teams in Brazil continued to provide critical aid to local communities ranging from the donation of COVID-19 tests and medical supplies to the establishment of food assistance programs for families impacted by the pandemic. We are beginning to see glimmers of hope with case counts in Brazil stabilizing and vaccine programs rolling out across the globe. And our team continues to advance several growth projects that we believe will provide the basis of a long-term sustainable future for our mines and the regions in which we operate. We look forward to discussing the progress on these initiatives as well as our overall operating performance on our first quarter earnings conference call tomorrow morning at 8:30 a.m. Pacific Time, 11:30 Eastern. As set out in the Notice of Meeting and the Management Information Circular, only registered shareholders and duly appointed proxy holders, including nonregistered shareholders who have duly appointed themselves or a third party as a proxy holder, can participate, vote during the meeting and ask questions in respect of each of the matters to be voted upon as such matters are brought forward to the meeting, provided they have properly preregistered before the meeting in accordance with the direction set out in the Management Information Circular for this meeting. Of note, there are no registered shareholders or duly appointed proxy holders who have pre-registered to participate, vote during the meeting or ask questions other than the members of Ero Copper's management and the Board of Directors. Accordingly, all core participants are in listen-only mode. I will now call the meeting to order. In accordance with the articles of the company, I shall preside as Chairman of this meeting. I will ask Deepak Hundal to act to Secretary of the meeting. I will ask Vanessa Lee of Computershare Investor Services, Inc. to act as scrutineer for the meeting. The Notice of the Meeting, together with the formal proxy and Management Information Circular, have been mailed to shareholders of the company in accordance with the Business Corporation Act, British Columbia; and National Instrument 54-101. An affidavit of mailing has been provided by Computershare Investor Services to the company, and I direct that the affidavit be annexed to the minutes of this meeting. Accordingly, I will dispense with the reading of the Notice of the Meeting. The scrutineer has provided me with a preliminary report regarding the shareholder attendance and representation at this meeting. I will now ask the scrutineer to report on the attendance to the meeting.

We confirm 0 shareholder in person representing 0 shares, 75 shareholders by proxy representing 78,557,201 shares. Total percentage of outstanding shares represented at the meeting is 89.17%. Thank you.

Thank you. I declare that the requisite quorum of shareholders is present, and the meeting is duly and properly constituted for the transaction of business. I direct that the scrutineer's complete report on attendance be annexed to the minutes of the meeting. To facilitate proceedings and in accordance with the articles of the company, I will move all motions put forward today. Each item of business to be considered today requires a simple majority of affirmative votes passed to pass the resolution. As the first item of business, we audited consolidated financial statements of the company for the financial year ended December 31, 2020. And the report of the auditors thereon are hereby placed before the meeting. An annual report containing the audited financial statements, along with the related management's discussion and analysis, has been mailed to each shareholder of record, and I do not propose to read them to the meeting. We will now proceed with the election of directors of the company for the ensuing year. The number of directors to be elected at the meeting is 9. The Board has adopted a majority voting policy in respect of the election of directors as more particularly described on Page 62 of the information circular. Management nominates the following persons, as specified in the information circular delivered with the Notice of Meeting, namely, Christopher Noel Dunn, David Strang, Lyle Braaten, Steve Busby, Dr. Sally Eyre, Robert Getz, Chantal Gosselin, John Wright and Matthew Wubs to be reelected to serve as directors of the company to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the company. As there are no further nominations, I hereby declare the nominations closed. I have been advised by the scrutineer that the vast majority of proxies deposited for the meeting have been voted for the reelection of each of the directors. And accordingly, I move the following resolution. Be it hereby resolved that the 9 persons nominated by management to be reelected as directors of the company to hold office until the close of the next Annual General Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the company. The scrutineer has tallied the votes in advance of this motion, has advised that today's vote is in favor of the motion. Accordingly, I declare that the resolution has been carried. We will now proceed with the reappointment of the auditors of the company. I move the following resolution. Be it hereby resolved that KPMG LLP, Chartered Professional Accountants, be and they are hereby reappointed as auditors of the company to hold office until the close of the next Annual General Meeting of Shareholders or until their successors are appointed at such remuneration as may be fixed by the directors and that the directors be and are hereby authorized to fix such remuneration. The scrutineer has tallied the votes in advance of this motion and advised that today's vote is in favor of the motion. Accordingly, I declare that the resolution has been carried. We will now proceed with the authorization and approval of a nonbinding advisory say-on-pay resolution, accepting the company's approach to executive compensation and move the following resolution. Be it hereby resolved that on an advisory basis and not to diminish the role and responsibility of the Board of Directors of the company, the shareholders of the company accept the approach to executive compensation disclosed in the information circular with respect to the meeting. The scrutineer has tallied the votes in advance of this motion and has advised that today's vote is in favor of the motion. Accordingly, I declare that the resolution has been carried. As there is no further business or questions, that concludes the formal business brought before the meeting. I wish to thank you for attending and now declare the meeting terminated.

This concludes today's conference call. You may disconnect your lines. Thank you for participating, and have a pleasant evening.