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 would like to welcome you to the Annual General Meeting of the shareholders of Ero Copper. Before proceeding with the business of the meeting, I'd like to welcome the Ero Copper Directors, who are in attendance on this call. 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 proxy holder can participate, vote -- and vote during the meeting and ask any questions in respect of each of the matters to be voted upon as such matters are brought forward to the meeting, provided they are properly preregistered themselves before the meeting in accordance with the directions set out in the management information circular for this meeting. Of note, there are no registered shareholders or duly appointed proxy holders, who have preregistered to participate or vote during the meeting or ask questions other than members of Ero Copper's Management and Board of Directors. [Operator Instructions]. 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 Deepk Hundal to act as secretary of the meeting. I will ask Vanessa Lee of Computershare Investor Services to act as scrutineer for the meeting. The notice of the meeting, together with the form of proxy and management information circular have been mailed to shareholders of the company in accordance with the Business Corporations Act of British Columbia and the 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 the preliminary report regarding shareholder attendance and representation at this meeting. I will now ask the scrutineer to report on the attendance of the meeting.

We confirm 1 shareholder online, representing 1,000 shares, 86 shareholders by proxy, representing 76,995,438 shares, total 87 shareholders holding 76,996,438 shares. The percentage of outstanding shares representing at the meeting is 85.33%. Thank you.

Thank you, Vanessa. I declare that the requisite quorum of shareholders is present and that the meeting is duly and properly constituted for the transaction of business. I also 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 to pass the resolution. So as the first item of business, the audited consolidated financial statements of the company for the financial year ended December 31, 2021, and the report of the auditors thereon are hereby placed before the meeting. The audited consolidated financial statements, along with the related management's discussion and analysis, have been mailed to each shareholder of record, and I do not propose a reason 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 63 of the information circular. The 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 General 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 director. And accordingly, I move the following resolution: Be it hereby resolved that the 9 persons nominated by management be reelected as directors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are duly elected or appointed in accordance with the articles of the company. 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 reappointment of the auditors of the company. I move the following resolution: Be it hereby resolved KPMG LLP, charter professional accountants be and they are hereby reappointed as auditors of the company to hold office until the close of the next Annual Meeting of Shareholders or until their successors are appointed as such remuneration as may be fixed by the board and the board be hereby authorized to fix such remuneration. 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. 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. I move the following resolution: Be it hereby resolved that on an advisory basis and not to diminish the role and responsibilities of the board and the Compensation Committee, the shareholders of the company accept the approach to executive compensation as disclosed in the information circular with respect to the meeting. The scrutineer has tallied the votes in advance of this meeting 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 all for attending and declare the meeting terminated. Please note that Ero Copper will publish its first quarter 2022 financial and operating results on Monday, May 9, 2022, after market close. We will host a conference call to discuss those results on Tuesday, May 10, 2022, at 11:30 a.m. Eastern Time or 8:30 a.m. Pacific Time. We welcome you to attend the conference call.

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